Agmt 2017 Beam Development, LLC PSA 3290

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Section 5.2 below). If Buyer exercises its right to extend the Closing Date pursuant to Section 5.1, Buyer shall deposit an additional Twenty-Five Thousand Dollars ($25,000) in Escrow for each Such extension (each, an "Additional Deposit"). The Additional Deposits are non- refundable in the event that this Agreement is terminated by Buyer through no fault of Seller; provided, however, that all of Buyer's Deposit, including all of the $200,000 comprising the Initial Deposit shall remain fully refundable to Buyer in the event there is a failure of a Buyer Conditions Precedent. The Initial Deposit and Additional Deposit are collectively referred to herein as the "Deposits." The Deposits are applicable to the Purchase Price at Closing. 3.4 Satisfaction of Due Q±g2gLe o�jCntin_qency (a) 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(a) below) and receive a refund of the Deposit. If Buyer elects to approve of its Due Diligence review, Buyer shall provide written notice to Seller prior to the expiration of the Due Diligence Contingency Period ("Approval Notice"). If Buyer fails to issue the Approval Notice before 5:00 p.m. on the last day of the Due Diligence Contingency Period, this Agreement shall terminate, and the Initial Deposit, 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. If Buyer fails to timely deliver the Approval Notice to Seller, it will be conclusively presumed that Buyer has disapproved all such items, matters or documents. (b) In the event that Buyer elects to extend the Closing Date, and Buyer elects to terminate this Agreement at any time following the issuance of the Approval Notice, so long as Seller is not in default and so long as all of the Buyer's Conditions Precedent have been satisfied, then Buyer will only be entitled to the return of One Hundred Thousand Dollars ($100,000) of the Initial Deposit and none of the Additional Deposits shall be refundable; provided, however, that all of Buyer's Deposit, including all of the $25,000 Additional Deposits shall remain fully refundable to Buyer in the event there is a failure of a Buyer Conditions Precedent or in the event of a default by Seller. 3.5 Independent Consideration. As independent consideration for Seller's entering into this Agreement to sell the Property to Buyer, Buyer shall deliver the sum of Ten Dollars ($10.00) to Seller through Escrow("Independent Consideration"). In the event that Buyer terminates this Agreement in accordance with Section 3.4 above, or Seller terminates this Agreement in accordance with Section 3.5 above, Seller shall retain the Independent Consideration; in the event that Buyer does riot terminate this Agreement as aforesaid, the Independent Consideration shall be applied to the Purchase Price at Closing. 4. PROPERTY DISCLOSURE REQUIREMENTS. 4.1 Condition of Title/Prelimiinar Title Report. Escrow Holder shall deliver a Preliminary Title Report for the Property (the "Preliminary Report") to Buyer within three (3) days after the Opening of Escrow. Buyer shall have until the end of the Due Diligence Contingency Period to approve the condition of title to the Property. In the event Buyer provides written notice of any objection to any exceptions to title set forth in the Preliminary Report ("Objectionable Title Items") to Seller within the Due Diligence Contingency Period, Seller shall advise Buyer within ten (10) days thereafter whether or not Seller will remove any or all of the Objectionable Title Items. If Seller is unwilling to remove all of the Objectionable Title Items, Buyer shall have five (5) days after receiving Seller's Title Notice to inform Seller in writing 2870353.2 3