Agmt 2017 BAU Bay Area Urban Development, LLC 3190

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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 agrees 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 Seller (the "Purchase Price") is Five Hundred Thirteen Thousand Dollars ($513,000). The Purchase Price will be paid in immediately available funds to Seller on the Closing Date (defined below) at the address of Seller as provided in Section 10.8 of this Agreement. 3. ESCROW. 3.1 Escrow Account. Seller has opened an interest-bearing escrow account (the "Escrow") maintained by First American Title, 1850 Mt. Diablo Blvd., Suite 530 Walnut Creek, CA 94596 Attn: Pam Nicolini (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 Openinq of Escrow. Within seven (7) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement 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. Within three (3) business days after the Opening of Escrow, the Buyer shall deposit Twenty Thousand Dollars ($20,000) in Escrow ("Deposit"). 3.4 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in its sole discretion, to terminate this Agreement for any reason prior to the expiration of the Due Diligence Contingency Period (as defined in Section 5.2(a) below) and receive a refund of the Deposit. Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Due Diligence Contingency Period if Buyer disapproves any due diligence items or approves all due diligence items ("Approval Notice"). If Buyer fails to timely deliver the Approval Notice to Seller or disapproves any items through the delivery of the Approval Notice to Seller before 5:00 p.m. on the last day of the Due Diligence Contingency Period, this Agreement shall terminate, and all amounts deposited by Buyer into escrow (except the Independent Consideration), 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. -2 - 2804568.2