Unassociated Document


    Exhibit
10.14

    ESCROW
AGREEMENT

     

    THIS
ESCROW AGREEMENT (this “Agreement”) is made
as of________________, by and among Juhl Wind, Inc., a corporation incorporated
under the laws of Delaware (the “Company”), the
purchasers signatory hereto (each a “Purchaser” and
together the “Purchasers”), and
Feldman Weinstein & Smith LLP, with an address at 420 Lexington Avenue,
Suite 2620, New York, New York 10170 (the “Escrow
Agent”).  Capitalized terms used but not
defined herein shall have the meanings set forth in the Securities Purchase
Agreement referred to in the first recital.

    


    WITNESSETH:

     

    WHEREAS,
the Purchasers will be purchasing from the Company shares of its Series A 8%
Convertible Preferred Stock (the “Preferred Stock”) and
Warrants (the “Warrants”) as set
forth in the Securities Purchase Agreement dated the date hereof between the
Purchasers and the Company (the “Purchase Agreement”),
which will be issued as per the terms contained herein and in the Purchase
Agreement; and

     

    WHEREAS,
it is intended that the purchase of the securities be consummated in accordance
with the requirements set forth by Sections 4(2) and/or 4(6) and/or Regulation D
promulgated under the Securities Act of 1933, as amended; and

     

    WHEREAS,
the Company and the Purchasers have requested that the Escrow Agent hold the
Subscription Amounts with respect to the Closing in escrow until the Escrow
Agent has received the Release Notice in the form attached hereto from the
Company and each Purchaser;

     

    NOW,
THEREFORE, in consideration of the covenants and mutual promises contained
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged and intending to be legally bound
hereby, the parties agree as follows:

     

    ARTICLE
1

     

    TERMS OF
THE ESCROW

     

    1.1.           The
parties hereby agree to establish an escrow account with the Escrow Agent
whereby the Escrow Agent shall hold the funds for the purchase of the Preferred
Stock and the Warrants at the Closing as contemplated by the Purchase
Agreement.

     

    1.2.           Upon
the Escrow Agent’s receipt of the aggregate Subscription Amounts into its master
escrow account, together with the executed counterparts of this Agreement, the
Purchase Agreement and the Registration Rights Agreement, it shall
telephonically advise the Company, or the Company’s designated attorney or
agent, of the amount of funds it has received into its master escrow
account.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.3.         Wire
transfers to the Escrow Agent shall be made as follows:

     

    
      
        	
                [

              	
                ]

              	 
      
	
                [

              	
                ]

              	 
      
	
                [

              	
                ]

              	 
      
	 
      	 
      	 
      
	
                ACCOUNT
      NO:

              	
                [

              	
                ]

              
	
                ABA
      ROUTING NO:

              	
                [

              	
                ]

              
	
                BANK:

              	
                [

              	
                ]

              
	 
      	
                [

              	
                ]

              
	 
      	
                [

              	
                ]

              


      

    

    REMARK:
JUHL/VISION

    


    1.4.          The
Company, promptly following being advised by the Escrow Agent that the Escrow
Agent has received the Subscription Amounts for the Closing along with facsimile
copies of counterpart signature pages of the Purchase Agreement, Registration
Rights Agreement and this Agreement from each Purchaser, shall deliver to the
Escrow Agent the certificates representing the shares of Preferred Stock, the
Series A Warrants, the Series B Warrants and the Series C Warrants to be issued
to each Purchaser at the Closing together with:

     

    (a)  the
Company’s executed counterpart of the Purchase Agreement;

     

    (b)  the
Company’s executed counterpart of the Registration Rights
Agreement;

     

    (c)   the
executed opinion of Company Counsel, in the form of Exhibit D to the
Purchase Agreement;

     

    (d)   the
Lock-Up Agreements (as required pursuant to Section 2.2(a)(iv) of the Purchase
Agreement);

     

    (e)  
the Company’s original executed counterpart of this Escrow
Agreement;

     

    (f)    the
evidence of the filing of the Certificate of Designation with the Secretary of
State of Delaware; and

     

    (g)   the
officer’s certificates required pursuant to Section 2.2(a)(x) of the Purchase
Agreement.

     

    1.5.          In
the event that the foregoing items are not in the Escrow Agent’s possession
within five (5) Trading Days of the Escrow Agent receiving the Subscription
Amounts, then each Purchaser shall have the right to demand the return of their
Subscription Amounts.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.6.           Once
the Escrow Agent receives a Release Notice, in the form attached hereto as Exhibit X, (the
“Release
Notice”) executed by the Company and each Purchaser, it shall wire (a)
the aggregate Subscription Amounts for the shares of Preferred Stock and the
Warrants in accordance with the Closing Statement to the Purchase Agreement less
(b) $500,000 to Sovereign Bancorp Ltd. for the IR Escrow Account as required
pursuant to Section 4.18(a) of the Purchase Agreement.

     

    1.7.           Wire
transfers to the Company shall be made pursuant to written instructions from the
Company provided to the Escrow Agent on the Closing Date.

     

    1.8.           Once
the funds (as set forth above) have been sent per the Company’s instructions,
the Escrow Agent shall then arrange to have the Purchase Agreement, the
Warrants, the shares of
Preferred Stock, the Registration Rights Agreement, the Escrow Agreement, the
Lock-Up Agreements and the opinion of counsel delivered to the appropriate
parties.

     

    ARTICLE
2

     

    MISCELLANEOUS

     

    2.1.             No
waiver or any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained.  No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.

     

    2.2.           All
notices or other communications required or permitted hereunder shall be in
writing, and shall be sent as set forth in the Purchase Agreement.

     

    2.3.           This
Escrow Agreement shall be binding upon and shall inure to the benefit of the
permitted successors and permitted assigns of the parties hereto.

     

    2.4.           This
Escrow Agreement is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto.  This Escrow Agreement
may not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

     

    2.5.           Whenever
required by the context of this Escrow Agreement, the singular shall include the
plural and masculine shall include the feminine.  This Escrow
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if all parties had prepared the same.  Unless
otherwise indicated, all references to Articles are to this Escrow
Agreement.

     

    2.6.           The
parties hereto expressly agree that this Escrow Agreement shall be governed by,
interpreted under and construed and enforced in accordance with the laws of the
State of New York.  Any action to enforce, arising out of, or relating
in any way to, any provisions of this Escrow Agreement shall only be brought in
a state or Federal court sitting in New York City.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    2.7.           The
Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
only by a writing signed by the Company, each Purchaser and the Escrow
Agent.

     

    2.8.           The
Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by the Escrow Agent
to be genuine and to have been signed or presented by the proper party or
parties.  The Escrow Agent shall not be personally liable for any act
the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting
in good faith and in the absence of gross negligence, fraud and willful
misconduct, and any act done or omitted by the Escrow Agent pursuant to the
advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of
such good faith, in the absence of gross negligence, fraud and willful
misconduct.

     

    2.9.           The
Escrow Agent is hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such
order, judgment or decree, the Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of such
decree being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.

     

    2.10.         The
Escrow Agent shall not be liable in any respect on account of the identity,
authorization or rights of the parties executing or delivering or purporting to
execute or deliver the Purchase Agreement or any documents or papers deposited
or called for thereunder in the absence of gross negligence, fraud and willful
misconduct.

     

    2.11.         The
Escrow Agent shall be entitled to employ such legal counsel and other experts as
the Escrow Agent may deem necessary properly to advise the Escrow Agent in
connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor which
shall be paid by the Escrow Agreement unless otherwise provided for in Section
2.14.  The Escrow
Agent has acted as legal counsel for Vision Opportunity Master Fund, Ltd.
(“Vision”), and may continue to act as legal
counsel for Vision from time to time, notwithstanding its duties as the Escrow
Agent hereunder.  The Company and the Purchasers consent to the Escrow
Agent in such capacity as legal counsel for Vision and waives any claim that
such representation represents a conflict of interest on the part of the Escrow
Agent.  The Company and the Purchasers understand that Vision and the
Escrow Agent are relying explicitly on the foregoing provision in entering into
this Escrow Agreement.

     

    2.12.         The
Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
Escrow Agent shall resign by giving written notice to the Company and the
Purchasers.  In the event of any such resignation, the Purchasers and
the Company shall appoint a successor Escrow Agent and the Escrow Agent shall
deliver to such successor Escrow Agent any escrow funds and other documents held
by the Escrow Agent.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    2.13.         If
the Escrow Agent reasonably requires other or further instruments in connection
with this Escrow Agreement or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

     

    2.14.         It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the documents or the escrow
funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and
directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow
Agent’s possession without liability to anyone all or any part of said documents
or the escrow funds until such disputes shall have been settled either by mutual
written agreement of the parties concerned by a final order, decree or judgment
or a court of competent jurisdiction after the time for appeal has expired and
no appeal has been perfected, but the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings or (2) to deliver the
escrow funds and any other property and documents held by the Escrow Agent
hereunder to a state or Federal court having competent subject matter
jurisdiction and located in the City of New York in accordance with the
applicable procedure therefor.

     

    2.15.         The
Company and each Purchaser agree jointly and severally to indemnify and hold
harmless the Escrow Agent and its partners, employees, agents and
representatives from any and all claims, liabilities, costs or expenses in any
way arising from or relating to the duties or performance of the Escrow Agent
hereunder or the transactions contemplated hereby or by the Purchase Agreement
other than any such claim, liability, cost or expense to the extent the same
shall have been determined by final, unappealable judgment of a court of
competent jurisdiction to have resulted from the gross negligence, fraud or
willful misconduct of the Escrow Agent.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    [SIGNATURE
PAGE TO JUHL ESCROW AGREEMENT]

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of this ____
day of ______, 2008.


     

    
      
        
          	
                  JUHL
      WIND, INC.

                
	 
      
	 
      
	
                  By:

                	
                     

                	 
      
	
                       Name:
      John Mitola

                
	
                       Title:  President

                
	 
      
	
                  With
      a copy to (which shall not constitute notice):

                
	 
      
	 
      
	
                  ESCROW
      AGENT:

                
	 
	
                  FELDMAN
      WEINSTEIN & SMITH LLP

                
	 
      
	 
      
	
                  By:

                	
                     

                	 
      
	
                       Name:  Robert
      Charron

                
	
                       Title:  Authorized
      Signatory

                


        

      

    

    


    [PURCHASERS’
SIGNATURE PAGE FOLLOWS]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL ESCROW] 

    
      
        
          
            


            
              
                
                  
                    	
                            Name
      of Investing Entity:

                          	
                            Vision Opportunity Master Fund,
      Ltd.

                          	 


                  

                

              

            

            
              
                
                  
                    
                      	
                              Signature of Authorized
      Signatory of Investing Entity:

                            	
                               

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      	
                              Name
      of Authorized Signatory:

                            	
                              Adam Benowitz

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      
                        	
                                Title
      of Authorized Signatory:

                              	
                                Director

                              	 


                      

                    

                  

                

              

            

          

        

         

      

    

    [SIGNATURE
PAGES CONTINUE]



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL ESCROW]


    
      
        
          
            


            
              
                
                  
                    	
                            Name
      of Investing Entity:

                          	
                            Daybreak Special Situations Master Fund,
      Ltd.

                          	 


                  

                

              

            

            
              
                
                  
                    
                      	
                              Signature of Authorized
      Signatory of Investing Entity:

                            	
                               

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      	
                              Name
      of Authorized Signatory:

                            	
                              Larry Butz

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      
                        	
                                Title
      of Authorized Signatory:

                              	
                                Authorized
      Signatory

                              	 


                      

                    

                  

                

              

            

          

        

         

      

    

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL ESCROW]

    
      
        
          
            


            
              
                
                  
                    	
                            Name
      of Investing Entity:

                          	
                            Imtiaz Khan

                          	 


                  

                

              

            

            
              
                
                  
                    
                      	
                              Signature of Authorized
      Signatory of Investing Entity:

                            	
                               

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      	
                              Name
      of Authorized Signatory:

                            	
                              Imtiaz Khan

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      
                        	
                                Title
      of Authorized Signatory:

                              	 	 


                      

                    

                  

                

              

            

          

        

         

      

    

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL ESCROW]

    
      
        
          
            


            
              
                
                  
                    	
                            Name
      of Investing Entity:

                          	
                            Bruce Meyers

                          	 


                  

                

              

            

            
              
                
                  
                    
                      	
                              Signature of Authorized
      Signatory of Investing Entity:

                            	
                               

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      	
                              Name
      of Authorized Signatory:

                            	
                              Bruce Meyers

                            	 


                    

                  

                

              

            

            
              
                
                  
                    
                      
                        	
                                Title
      of Authorized Signatory:

                              	 	 


                      

                    

                  

                

              

            

          

        

         

      

    

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
X to

    Escrow
Agreement

     

    FORM
OF RELEASE NOTICE

     

    The
UNDERSIGNED, pursuant to the Escrow Agreement, dated as of June 24, 2008 among
Juhl Wind, Inc., a Delaware corporation (the “Company”), the
Purchasers signatory thereto and Feldman Weinstein & Smith LLP, as Escrow
Agent (the “Escrow
Agreement”; capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Escrow Agreement), hereby notify the
Escrow Agent that each of the conditions precedent to the purchase and sale of
the Preferred Stock set forth in the Securities Purchase Agreement have been
satisfied.  The Company and the undersigned Purchaser hereby confirm
that all of their respective representations and warranties contained in the
Purchase Agreement remain true and correct and authorize the release by the
Escrow Agent of the funds and documents to be released at the Closing as
described in the Escrow Agreement. This Release Notice shall not be effective
until executed by the Company and the Purchaser.

     

    This
Release Notice may be signed in one or more counterparts, each of which shall be
deemed an original.

     

    IN
WITNESS WHEREOF, the undersigned have caused this Release Notice to be duly
executed and delivered as of this ____ day of _______, 2008.

     

    
      
        	
                JUHL
      WIND, INC.

              
	 
      
	
                By:

              	
                   

              	 
      
	
                      Name:  Bart
      Loethen

              
	
                 
          Title:   Assistant Secretary and
      Authorized Agent

              


      

    

     

    [PURCHASERS
SIGNATURE PAGES FOLLOW]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    [PURCHASER’S
SIGNATURE PAGE TO JUHL RELEASE]

    
      
        
          


          
            
              
                
                  	
                          Name
      of Investing Entity:

                        	
                          Vision Opportunity Master Fund,
      Ltd.

                        	 


                

              

            

          

          
            
              
                
                  
                    	
                            Signature of Authorized
      Signatory of Investing Entity:

                          	
                             

                          	 


                  

                

              

            

          

          
            
              
                
                  
                    	
                            Name
      of Authorized Signatory:

                          	
                            Adam Benowitz

                          	 


                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                              Title
      of Authorized Signatory:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

       

    

    [SIGNATURE
PAGES CONTINUE]



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL RELEASE]

    
      
        


        
          
            
              
                	
                        Name
      of Investing Entity:

                      	
                        Daybreak Special Situations Master Fund,
      Ltd.

                      	 


              

            

          

        

        
          
            
              
                
                  	
                          Signature of Authorized
      Signatory of Investing Entity:

                        	
                           

                        	 


                

              

            

          

        

        
          
            
              
                
                  	
                          Name
      of Authorized Signatory:

                        	
                          Larry Butz

                        	 


                

              

            

          

        

        
          
            
              
                
                  
                    	
                            Title
      of Authorized Signatory:

                          	
                            Authorized
      Signatory

                          	 


                  

                

              

            

          

        

      

    

    


    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL RELEASE]

    
      


      
        
          
            
              	
                      Name
      of Investing Entity:

                    	
                      Imtiaz Khan

                    	 


            

          

        

      

      
        
          
            
              
                	
                        Signature of Authorized
      Signatory of Investing Entity:

                      	
                         

                      	 


              

            

          

        

      

      
        
          
            
              
                	
                        Name
      of Authorized Signatory:

                      	
                        Imtiaz Khan

                      	 


              

            

          

        

      

      
        
          
            
              
                
                  	
                          Title
      of Authorized Signatory:

                        	  
      	 


                

              

            

          

        

      

       

    

    [SIGNATURE
PAGES CONTINUE]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [PURCHASER’S
SIGNATURE PAGE TO JUHL RELEASE]

    


    
      
        
          
            	
                    Name
      of Investing Entity:

                  	
                    Bruce Meyers

                  	 


          

        

      

    

    
      
        
          
            
              	
                      Signature of Authorized
      Signatory of Investing Entity:

                    	
                       

                    	 


            

          

        

      

    

    
      
        
          
            
              	
                      Name
      of Authorized Signatory:

                    	
                      Bruce Meyers

                    	 


            

          

        

      

    

    
      
        
          
            
              
                	
                        Title
      of Authorized Signatory:

                      	  
      	 


              

            

          

        

      

    

    


    [SIGNATURE
PAGES CONTINUE]