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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 <br />of this 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 <br />set forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to <br />acquire the Property from Seller. <br />2.2 Purchase Price. The purchase price for the Property to be paid by <br />Buyer to Seller (the "Purchase Price") is One Million One Hundred Fifty Thousand <br />Dollars ($1,150,000). The Purchase Price will be paid in immediately available funds to <br />Seller on the Closing Date (defined below) at the address of Seller as provided in <br />Section 10.8 of this Agreement. <br />3. ESCROW. <br />3.1 Escrow Account. Seller has opened an interest-bearing escrow <br />account (the "Escrow") maintained by First American Title, 1850 Mt. Diablo Blvd., Suite <br />530 Walnut Creek, CA 94596 Attn: Pam Nicolini (the "Escrow Holder"), with interest <br />accruing to the benefit of Buyer. Escrow Holder shall perform all escrow and title services <br />in connection with this Agreement. <br />3.2 Opening of Escrow. Within seven (7) business days after the <br />Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or <br />executed counterparts thereto. The date such fully executed Agreement is received by <br />Escrow Holder will be deemed the "Opening of Escrow" and Escrow Holder will give <br />written notice to the Parties of such occurrence. <br />3.3 Buyer's Deposit. Within three (3) business days after the Opening <br />of Escrow, the Buyer shall deposit Thirty -Four Thousand Five Hundred Dollars ($34,500) <br />in Escrow ("Initial Deposit"). If the Due Diligence Contingency Period (as defined in <br />Section 5(a) below) is extended pursuant to Section 5.1, Buyer shall deposit Ten <br />Thousand Dollars ($10,000) in Escrow (the "Additional Deposit"). The Initial Deposit and <br />Additional Deposit are sometimes collectively referred to herein as the "Deposits." <br />3.4 Satisfaction of Due Diligence Contingency. Buyer shall have the <br />right, in its sole discretion, to terminate this Agreement for any reason prior to the <br />expiration of the Due Diligence Contingency Period (as defined in Section 5(a) below) <br />and receive a refund of the Deposit. Buyer hereby agrees to provide written notice to <br />Seller prior to the expiration of the Due Diligence Contingency Period if Buyer disapproves <br />any due diligence items or approves all due diligence items ("Approval Notice"). If Buyer <br />disapproves any items through the delivery of the Approval Notice to Seller before <br />5:00 p.m. on the last day of the Due Diligence Contingency Period, this Agreement shall <br />terminate, and all amounts deposited by Buyer into escrow (except the Independent <br />Consideration), together with interest thereon, if any, will be returned to Buyer, and neither <br />party shall have any further rights or obligations hereunder except those which expressly <br />-2- <br />