ERNEST MONEY RELEASE AGREEMENT

This Ernest Money Release Agreement (the “Release Agreement”), dated as of the ______ day of _____________ [YEAR] (the “Effective Date”), between __________________, a[n] [STATE OF ORGANIZATION] Corporation or [limited liability company], located at _____________________ (“Releasor”), and _______________________, a married couple and residence of the state of [STATE] a[n] [STATE OF ORGANIZATION] [TYPE OF ENTITY], residing _______________________________ (“Releasee”), and together with Releasor, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Parties have entered into that certain real estate sales transaction involving that certain property located at _________________________ [ADDRESS] (the “Property”) dated as of the ______ day of ________________ [YEAR], (the “Ernest Money Agreement”) whereby Releasee tender earnest money in the amount of $______________ (“Ernest Money”) to Releasor to be held in escrow while the Parties negotiated the possible sale of the Property to Releasee (the “Prospective Transaction”);

WHEREAS, a misunderstanding arose between the Parties regarding certain licenses and/or permits related to the Property and the ability to perform or have performed certain property upgrades or renovations thereto;

WHEREAS, as a result of said misunderstandings, the Parties of mutually agreed to terminate any further activities regarding the perspective transaction and release or shall return to release the Earnest Money.

WHEREAS, to effectuate the termination of the Prospective Transaction, the Parties desire to execute and deliver mutual releases on the terms and conditions set out herein.

NOW, THEREFORE, in consideration of the above Recitals, which are incorporated herein and made a part of this Release Agreement, including the premises set out above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

Termination Payment/Certain Rights and Obligations.

As material consideration for the covenants, agreements, and undertakings of the Parties under this Release Agreement:

Contemporaneously with the execution of this Release Agreement, Releasor shall pay Releasee an amount equal to the Ernest Money ( _____________ dollars ($_______________) by way of a certified check or money order in and as full satisfaction of any and all monies owed or claimed to be owed to Releasee as related to the Proposed Transaction (the “Termination Payment”).

Mutual Release.

In consideration of the covenants, agreements, and undertakings of the Parties under this Release Agreement, effective upon the payment by Releasor to Releasee of the Termination Payment each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, managers, members, successors, and assigns hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, and permitted assigns of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”), which any ever had, now have, or hereafter can, shall, or may have against the other(s) for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Release Agreement arising out of or in any way relating to the Property or the Prospective Transaction, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Release Agreement.