HOLMAN CAPITAL CORPORATION (HOLMAN)

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ESCROW AGREEMENT LESSOR: Holman Capital Corporation 29883 Santa Margarita Parkway Suite 100 Rancho Santa Margarita, CA 92688 LESSEE: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 ESCROW AGENT: Community Business Bank 1540 West Kettleman Lane, Suite A Lodi, CA 95242 THIS ESCROW AGREEMENT (this "Escrow Agreement ") is made as of June 5, 2015, between Holman Capital Corporation ("Lessor"), the City of Santa Ana ("Lessee"), and Community Business Bank (the "Escrow Agent"). Lessor and Lessee have heretofore entered into that certain Equipment Lease - Purchase Agreement and Equipment Schedule both dated June 5, 2015 (the "Lease Agreement "). The Lease Agreement contemplates that certain Equipment described therein (the "Equipment ") is to be acquired from Contractors under the Equipment Acquisition Agreement. After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease Agreement. The Lease Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the amount of $949,954.00 (the "Deposit Amount "), for deposit into the escrow fund (the "Escrow Fund "), to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fund, together with all interest and additions received with respect thereto, is to be applied from time to time to pay the Contractors for the Equipment its invoice cost or pro rata portion thereof (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee). The Escrow Fund is to be held in Lessee's name for the benefit of Lessee and Lessor, and Lessee has granted to Lessor a first priority and perfected security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement without the need for any additional filings or financing statements. The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto. NOW, THEREFORE, the parties agree as follows: The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit of Lessee and all interest earned with respect to the I -1 WCSR 339735920