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J. Seller is conditioning the sale of the Property on Buyer's ability to <br /> purchase either one of the Adjacent Properties due to the fact Seller does not believe the <br /> Project can be built on the Property without at least one of the Adjacent Properties, The parties <br /> hereto acknowledge that it is necessary for Buyer to have the right to extend the Due Diligence <br /> Contingency Period (as defined in Section 5.2(a) below) for an extended period of time due to <br /> the fact that it is the intention of Buyer to acquire one or both of the Adjacent Properties. <br /> K. Buyer agrees to purchase the Property, and Seller agrees to sell the <br /> Property to Buyer, subject to the terms and conditions of this Agreement. <br /> NOW, THEREFORE, for and in consideration of the mutual covenants and <br /> agreements contained in this Agreement, and other good and valuable consideration, the <br /> receipt and adequacy of which is hereby acknowledged by the parties, Seller and Buyer hereby <br /> agree as follows: <br /> 1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth <br /> above and the Exhibit 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 A regiment to Bu 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 acquire <br /> 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 Two-Million One-Hundred Thousand Dollars <br /> ($2,100,000). The Purchase Price will be paid in immediately available funds to Seller on the <br /> Closing Date (defined below) as set forth in Section 5.5 below. <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 530 <br /> Walnut Creek, CA 94596 Attn: Pam Nicolini (the "Escrow Holder"), with interest accruing to the <br /> benefit of Buyer. Escrow Holder shall perform all escrow and title services in connection with <br /> this Agreement. <br /> 3.2 gpgning_of Escrow. Within seven (7) business days after the <br /> Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed <br /> counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will <br /> be deemed the "Opening of Escrow" and Escrow Holder will give written notice to the Parties <br /> of such occurrence. <br /> 3.3 Buy r s D9 osit. Within three (3) business days after the Opening <br /> of Escrow, the Buyer shall deposit Two-Hundred Thousand Dollars ($200,000) in Escrow( the <br /> "Initial Deposit"). One.-Hundred Thousand Dollars ($100,000) of the Initial Deposit is non- <br /> refundable in the event that this Agreement is terminated by Buyer through no fault of Seller <br /> after the expiration of the Due Diligence Contingency Period; provided, however, that all of <br /> Buyer's Deposit, including all of the $200,000 comprising the Initial Deposit shall remain fully <br /> refundable to Buyer in the event there is a failure of a Buyer Conditions Precedent (as defined in <br /> 2870353.2 <br /> 2 <br />