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2. Purchase and Sale. Seller shall sell, and Buyer shall buy, the Property on the terms and conditions hereinafter set forth. 3. Purchase Price. The purchase price for the Property is One Million Four Hundred Thousand Dollars ($1,400,000.00). 4. Deposit. a. Within ten (10) days after the Agreement Date, Buyer shall make the Initial Deposit with Escrow Holder. If this Agreement does not terminate pursuant to paragraph 11, then on the Approval Date Buyer shall make the Additional Deposit with Escrow Holder. Both the Initial Deposit and the Additional Deposit (collectively the "Deposit") shall be placed in an interest bearing account for the benefit of Buyer and shall be applied as a credit against the purchase price on the Close of Escrow. b. As of the close of business of Escrow Holder on the Approval Date if the Agreement does not terminate as provided in paragraph 11, the Deposit shall become non- refundable and shall become subject to the provisions of paragraph 20 (Liquidated Damages) hereof in the event of Buyer's Default (as defined in paragraph 26). 5. Payment of Purchase Price. Buyer shall pay the purchase price for the Property in cash upon the Close of Escrow: 6. Conveyance: Evidence of Title. a. On the Scheduled Closing Date, if all Buyer's Closing Conditions and Seller's Closing Conditions (as set forth in paragraphs 12 and 14, respectively) have been satisfied or waived, Seller shall convey to Buyer by Grant Deed fee title to the Property, subject only to the Permitted Exceptions. If there are contracts affecting the Property which have been approved by Buyer, Seller shall assign such contracts to Buyer without warranty pursuant to an Assignment and Assumption of Contracts in form and content as set forth in Exhibit A attached hereto. b. Evidence of title to the Property shall be in the form of an Owner's Policy naming Buyer as the insured, which insurance shall be in an amount not less than the Purchase Price. Such Policy shall be subject only to the Permitted Exceptions and the standard printed exceptions contained therein. 7. Escrow. a. Within five (5) business days after the Agreement Date, Buyer and Seller shall open an escrow with Escrow Holder by depositing with Escrow Holder a copy of this Agreement. b. Buyer and Seller shall execute escrow instructions to Escrow Holder, provided, however, that the terms and conditions of this Agreement shall control over such escrow instructions to the extent of any conflict between said escrow instructions and this Agreement. c. Possession of the Property shall be given to Buyer at Close of Escrow. d. Buyer and Seller hereby authorize their respective attorneys to execute and deliver to Escrow Holder such supplemental escrow instructions as may be necessary or convenient to implement the terms of this Agreement and to close the transaction contemplated hereby. Each party shall timely deposit such documents, monies, and written escrow instructions 11417.00002\BGLllil\1225060.5 2 T T· I' -