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     ESCROW AGREEMENT 1. This Agreement is made and entered into the date set forth below, between, American Company Inc  as Seller and Manufactura Industrial, S.A.  as Purchaser 2. Whereas, Depositor wish to place this earnest money deposit in the amount of $ 5,000,000.00 (Five million pesos M.N. 00/100) in the form of a promissory note In the possession of The Royal Bank of Barbuda whereas is willing to hold said funds, as Escrow Agent, for the benefit of the depositor. 3. In order to ensure to purchaser The payment of $ 5,000,000.00 (five million pesos M.N. 00/100) in case the litigation in labor matters that has Specialized Machinery, S. de R.L. Of C.V. be lost in the last Instance and these must be paid by Specialized Machinery, S.R.L. Of C.V., whose new owner or majority shareholder will be Manufactura Industrial, S.A. IN WITNESS WHEREOF, The undersigned have READ AND EXECUTED this  Agreement this 26 day of March 2017.  _____________________ _______________________ American Company Inc Manufactura Industrial Seller Purchaser  ______________________ The Royal Bank of Barbuda Escrow Agent
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