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<br />INITIALS INITIALS
<br />©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM
<br />OFA-20.20,Revised 10-22-2020 Page 3 of 11
<br />statement and copies of its Federal tax returns for the last 3 years to Seller within 10 days following the Date of Agreement.Seller has 10 days following receipt of
<br />such documentaƟon to saƟsfy itself with regard to Buyer's financial condiƟon and to noƟfy Escrow Holder as to whether or not Buyer's financial condiƟon is
<br />acceptable.If Seller fails to noƟfy Escrow Holder,in wriƟng,of the disapproval of this conƟngency within said Ɵme period,it shall be conclusively presumed that Seller
<br />has approved Buyer's financial condiƟon.If Seller is not saƟsfied with Buyer's financial condiƟon or if Buyer fails to deliver the required documentaƟon then Seller
<br />may noƟfy Escrow Holder in wriƟng that Seller Financing will not be available,and Buyer shall have the opƟon,within 10 days of the receipt of such noƟce,to either
<br />terminate this transacƟon or to purchase the Property without Seller financing.If Buyer fails to noƟfy Escrow Holder within said Ɵme period of its elecƟon to
<br />terminate this transacƟon then Buyer shall be conclusively presumed to have elected to purchase the Property without Seller financing.If Buyer elects to terminate,
<br />Buyer's Deposit shall be refunded less Title Company and Escrow Holder cancellaƟon fees and costs,all of which shall be Buyer's obligaƟon.
<br />7.Real Estate Brokers.
<br />7.1 Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency RelaƟonship,confirms and consents to the following agency relaƟonships in
<br />this transacƟon with the following real estate broker(s)("Brokers")and/or their agents (“Agent(s)”):
<br />Seller's Brokerage Firm N/A License No.is the broker of (check one):the Seller;or both the Buyer and Seller (dual agent).
<br />Seller's Agent N/A License No.is (check one):the Seller's Agent (salesperson or broker associate);or both the Seller's Agent
<br />and the Buyer's Agent (dual agent).
<br />Buyer's Brokerage Firm TRI Commercial Real Estate Services,Inc.1404 Franklin St.,Penthouse,
<br />Oakland,CA 94612 License No.00532032 is the broker of (check one):the Buyer;or both the Buyer and Seller (dual agent).
<br />Buyer's Agent John Dunning License No.02024892 is (check one):the Buyer's Agent (salesperson or broker associate);or both
<br />the Buyer's Agent and the Seller's Agent (dual agent).
<br />The ParƟes acknowledge that other than the Brokers and Agents listed above,there are no other brokers or agents represenƟng the ParƟes or due any fees and/or
<br />commissions under this Agreement.Buyer shall use the services of Buyer's Broker exclusively in connecƟon with any and all negoƟaƟons and offers with respect to
<br />the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1.
<br />7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person,firm,broker,agent or finder in connecƟon
<br />with the negoƟaƟon of this Agreement and/or the consummaƟon of the purchase and sale contemplated herein,other than the Brokers and Agents named in
<br />paragraph 7.1,and no broker,agent or other person,firm or enƟty,other than said Brokers and Agents is/are enƟtled to any commission or finder's fee in connecƟon
<br />with this transacƟon as the result of any dealings or acts of such Party.Buyer and Seller do each hereby agree to indemnify,defend,protect and hold the other
<br />harmless from and against any costs,expenses or liability for compensaƟon,commission or charges which may be claimed by any broker,agent,finder or other similar
<br />party,other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party.
<br />8.Escrow and Closing.
<br />8.1 Upon acceptance hereof by Seller,this Agreement,including any counteroffers incorporated herein by the ParƟes,shall consƟtute not only the agreement
<br />of purchase and sale between Buyer and Seller,but also instrucƟons to Escrow Holder for the consummaƟon of the Agreement through the Escrow.Escrow Holder
<br />shall not prepare any further escrow instrucƟons restaƟng or amending the Agreement unless specifically so instructed by the ParƟes or a Broker herein.Subject to
<br />the reasonable approval of the ParƟes,Escrow Holder may,however,include its standard general escrow provisions.In the event that there is any conflict between
<br />the provisions of the Agreement and the provisions of any addiƟonal escrow instrucƟons the provisions of the Agreement shall prevail as to the ParƟes and the Escrow
<br />Holder.
<br />8.2 As soon as pracƟcal aŌer the receipt of this Agreement and any relevant counteroffers,Escrow Holder shall ascertain the Date of Agreement as defined in
<br />paragraphs 1.2 and 20.2 and advise the ParƟes and Brokers,in wriƟng,of the date ascertained.
<br />8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement,applicable law and custom and pracƟce of
<br />the community in which Escrow Holder is located,including any reporƟng requirements of the Internal Revenue Code.In the event of a conflict between the law of
<br />the state where the Property is located and the law of the state where the Escrow Holder is located,the law of the state where the Property is located shall prevail.
<br />8.4 Subject to saƟsfacƟon of the conƟngencies herein described,Escrow Holder shall close this escrow (the "Closing")by recording a general warranty deed (a
<br />grant deed in California)and the other documents required to be recorded,and by disbursing the funds and documents in accordance with this Agreement.
<br />8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer
<br />taxes.Seller shall pay the premium for a standard coverage owner's or joint protecƟon policy of Ɵtle insurance.(See also paragraph 11.)
<br />8.6 Escrow Holder shall verify that all of Buyer's conƟngencies have been saƟsfied or waived prior to Closing.The maƩers contained in paragraphs 9.1
<br />subparagraphs (b),(c),(d),(e),(g),(i),(n),and (o),9.4,12,13,14,16,18,20,21,22,and 24 are,however,maƩers of agreement between the ParƟes only and are not
<br />instrucƟons to Escrow Holder.
<br />8.7 If this transacƟon is terminated for non-saƟsfacƟon and non-waiver of a Buyer's ConƟngency,as defined in paragraph 9.2 or disapproval of any other
<br />maƩer subject to Buyer's approval,then neither of the ParƟes shall thereaŌer have any liability to the other under this Agreement,except to the extent of a breach of
<br />any affirmaƟve covenant or warranty in this Agreement.In the event of such terminaƟon,Buyer shall,subject to the provisions of paragraph 8.10,be promptly
<br />refunded all funds deposited by Buyer with Escrow Holder,less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellaƟon
<br />fees and costs,all of which shall be Buyer's obligaƟon.If this transacƟon is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title
<br />Company and Escrow Holder cancellaƟon fees and costs.
<br />8.8 The Closing shall occur on the Expected Closing Date,or as soon thereaŌer as the Escrow is in condiƟon for Closing;provided,however,that if the Closing
<br />does not occur by the Expected Closing Date and said Date is not extended by mutual instrucƟons of the ParƟes,a Party not then in default under this Agreement may
<br />noƟfy the other Party,Escrow Holder,and Brokers,in wriƟng that,unless the Closing occurs within 5 business days following said noƟce,the Escrow shall be deemed
<br />terminated without further noƟce or instrucƟons.
<br />8.9 Except as otherwise provided herein,the terminaƟon of Escrow shall not relieve or release either Party from any obligaƟon to pay Escrow Holder's fees and
<br />costs or consƟtute a waiver,release or discharge of any breach or default that has occurred in the performance of the obligaƟons,agreements,covenants or
<br />warranƟes contained therein.
<br />8.10 If this Escrow is terminated for any reason other than Seller's breach or default,then as a condiƟon to the return of Buyer's deposit,Buyer shall within 5
<br />days aŌer wriƩen request deliver to Seller,at no charge,copies of all surveys,engineering studies,soil reports,maps,master plans,feasibility studies and other similar
<br />items prepared by or for Buyer that pertain to the Property.Any such surveys,engineering studies,soil reports,maps,master plans,feasibility studies and
<br />other similar documents which are prepared by third party consultants and provided to Seller by Buyer or Buyer's representatives,are delivered as an
<br />accommodation to Seller and without any representation or warranty as to the sufficiency,accuracy,completeness,and/or validity of said documents,all
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