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<br /> 2 <br /> <br /> 1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth <br />above and the Exhibits attached to this Agreement are each incorporated into the body of this <br />Agreement as if set forth in full. <br /> 2. PURCHASE AND SALE. <br />2.1. Agreement to Buy and Sell. Subject to the terms and conditions set forth <br />herein, Seller agree to sell the Property to Buyer, and Buyer hereby agrees to acquire the <br />Property from Seller. <br />2.2. Purchase Price. The purchase price for the Property to be paid by Buyer <br />to City is One Million Two Hundred Ninety Thousand Dollars ($1,290,000.00) (the “Purchase <br />Price”). <br />2.3. Payment of Purchase Price. The Purchase Price will be paid in <br />immediately available funds to Buyer at Closing (defined in Section 5.1 below). <br /> 3. ESCROW. <br />3.1 Escrow Account. Seller has opened an interest-bearing escrow account No. <br />NCS-653858-SM (the “Escrow”) maintained by First American Title Company at the address <br />specified in Section 11.8 (the “Escrow Holder”), with interest accruing to the benefit of Buyer. <br />Escrow Holder shall perform all escrow and title services in connection with this Agreement. <br />3.2 Opening of Escrow. Within three (3) business days after the execution of <br />this Agreement by Buyer, Buyer will deposit into Escrow the Deposit as provided in Section 3.3. <br />The date such installment is received by Escrow Holder will be deemed the “Opening of Escrow” <br />and Escrow Holder will give written notice to the Parties of such occurrence. <br />3.3 Buyer’s Deposit. As set forth in Section 3.2, the Buyer shall deposit Fifty <br />Thousand Dollars ($50,000.00) in Escrow (the “Deposit”). Borrower shall increase the deposit in <br />the event Buyer exercises the Second Extension and Third Extension to the Closing Date, as set forth <br />and defined in Section 5.1 below. <br />3.4 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in <br />its sole discretion, to determine the suitability of the Property for Buyer’s needs, and may terminate <br />this Agreement for any reason prior to the expiration of the Due Diligence Contingency Period (as <br />defined in Section 5.2(a) below). Buyer hereby agrees to provide written notice to Seller prior to the <br />expiration of the Due Diligence Contingency Period if Buyer approves the physical and <br />environmental condition of the Property, and all documents and due diligence items provided by <br />Seller and/or generated by Buyer, all pursuant to Section 5.2(a) below. If Buyer fails to deliver such <br />approval notice, or if Buyer delivers written notice to Seller of its disapproval of any due diligence <br />items, matters or documents, then this Agreement shall terminate, and all amounts deposited by <br />Buyer into escrow (except the Independent Consideration as defined in Section 3.5 below), together <br />with interest thereon, if any, will be returned to Buyer, and neither party shall have any further rights <br />or obligations hereunder except those which expressly survive the termination hereof.