ESCROW AGREEMENT FOR EARNEST MONEY

This Escrow Agreement (the "Agreement") is entered into on [Date], by and among [Buyer's Legal Name] ("Buyer"), Fuji, Inc. d/b/a Captain Sparrow ("Seller"), and [Escrow Agent Name / Law Firm] ("Escrow Agent").

1. The Deposit

Simultaneously with the execution of this Agreement, Buyer shall deposit the sum of $100,000 (the "Earnest Money") with the Escrow Agent via wire transfer. The Escrow Agent agrees to hold the Earnest Money in a non-interest-bearing trust account.

2. Conditions for Disbursement to Seller

The Escrow Agent shall disburse the Earnest Money to the Seller upon the satisfaction of all the following conditions:

• Joint written confirmation that all due diligence contingencies have been satisfied or waived.
• Official written consent from the State of Alaska ABC Board and the Municipality of Anchorage for the transfer of the liquor license (#688) to the Buyer.
• The occurrence of the Closing as defined in the Purchase Agreement.

3. Protection Against Buyer's Default (Seller Protection)

4. Conditions for Disbursement to Buyer

The Escrow Agent shall return the Earnest Money to the Buyer only if:

• Buyer terminates the Agreement during the due diligence period as permitted.
• Regulatory authorities deny the transfer through no fault of the Buyer (e.g., changes in local ordinances).

5. Governing Law

This Agreement shall be governed by the laws of the State of Alaska.