Agmt 2016 Sansome Pacific Properties, Inc. 3054

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1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full. 2. PURCHASE AND SALE. 2.1. Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller agree to sell the Property to Buyer, and Buyer hereby agrees to acquire the Property from Seller. 2.2. Purchase Price. The purchase price for the Property to be paid by Buyer to City is One Million Two Hundred Ninety Thousand Dollars ($1,290,000.00) (the "Purchase Price"). 2.3. Payment of Purchase Price. The Purchase Price will be paid in immediately available funds to Buyer at Closing (defined in Section 5.1 below). 3. ESCROW. 3.1 Escrow Account. Seller has opened an interest -bearing escrow account No. NCS-747352-CC (the "Escrow") maintained by First American Title Company at the address specified in Section 11.8 (the "Escrow Holder"), with interest accruing to the benefit of Buyer. Escrow Holder shall perform all escrow and title services in connection with this Agreement. 3.2 Opening of Escrow. Within three (3) business days after the execution of this Agreement by Buyer, Buyer will deposit into Escrow the Deposit as provided in Section 3.3. The date such installment is received by Escrow Holder will be deemed the "Opening of Escrow" and Escrow Holder will give written notice to the Parties of such occurrence. 3.3 Buyer's Deposit. As set forth in Section 3.2, the Buyer shall deposit Fifty Thousand Dollars ($50,000.00) in Escrow (the "Deposit"). Borrower shall increase the deposit in the event Buyer exercises the Second Extension and Third Extension to the Closing Date, as set forth and defined in Section 5.1 below. 3.4 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in its sole discretion, to determine the suitability of the Property for Buyer's needs, and may terminate this Agreement for any reason prior to the expiration of the Due Diligence Contingency Period (as defined in Section 5.2(a) below). Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Due Diligence Contingency Period if Buyer approves the physical and environmental condition of the Property, and all documents and due diligence items provided by Seller and/or generated by Buyer, all pursuant to Section 5.2(a) below. If Buyer fails to deliver such approval notice, or if Buyer delivers written notice to Seller of its disapproval of any due diligence items, matters or documents, then this Agreement shall terminate, and all amounts deposited by Buyer into escrow (except the Independent Consideration as defined in Section 3.5 below), together with interest thereon, if any, will be returned to Buyer, and neither party shall have any further rights or obligations hereunder except those which expressly survive the termination hereof.