Agmt09 Lonestar CA, Inc - CEMEX - 1402-1450 Maple St.

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., .~ B. Closing Payment. The balance of the purchase price of Four Million Three Hundred Fifty Thousand Dollars ($4,350,000) shall be paid through Escrow by wire transfer or certified funds on delivery of the deed by Seller to Buyer. 3. Feasibility Period. F or the period commencing on the day this Agreement has been executed and delivered by Buyer (the "Effective Date") and continuing until 5:00 p.m. Pacific Standard Time on June 3, 2009 (the "Feasibility Period"), Buyer and its consultants and contractors shall have the right to enter upon the Property to take measurements, to survey the Property, to perform a feasibility study to determine whether the Property is suitable for Buyer's intended future uses, to perform geological and/or engineering studies and environmental testing including but not limited to a Phase I test, and to do core samples on the Property and other testing within the scope of a Phase II test (the "Due Diligence Inspection"). Buyer shall have the option to cancel this Agreement (with the Deposit returned) during the Feasibility Period if Buyer is not satisfied with the results of Buyer's feasibility study and other investigations and testing in Buyer's sole and absolute discretion. Buyer shall be deemed to have elected to terminate and cancel this Agreement unless Buyer delivers to Seller on or before 5 p.m. PST of the last day of the Feasibility Period a written notice to Seller stating that Buyer elects to proceed to Closing (the "Notice to Proceed"). If Buyer elects or is deemed to have elected to cancel this Agreement during the Feasibility Period, then Seller shall cause the Deposit to be returned to Buyer within two (2) business days after such termination. Buyer shall use reasonable due diligence in obtaining the study, testing and sampling. If Buyer delivers the Notice to Proceed, Buyer shall have an ongoing right until the Closing to enter upon the Property and to perform inspections as provided in this Section 3. Not later than one (1) business day after the Effective Date, Seller shall deliver to Buyer all of the agreements, documents, contracts, leases, rent rolls, insurance certificates, information, records, and reports (the "Documents") related to the Property that are in its possession or reasonable control. Notwithstanding any provision to the contrary, if Buyer terminates this Agreement for reasons other than Seller's default, upon written request by Seller made within thirty (30) days after such termination, Buyer shall deliver to Seller within ten (10) business days after such request copies of all third party reports, investigations and studies prepared for Buyer in connection with its Due Diligence Inspection ("Buyer's Work Product"). The term "Buyer's Work Product" required to be delivered by Buyer to Seller shall exclude (i) any financial or feasibility studies prepared by Buyer internally or by Sares Regis Group of Northern California, (ii) any appraisals of the Property, (iii) any attorney-client privileged or attorney-work-product, or (iv) any reports or other documents that are subject to a confidentiality or non-disclosure agreement. Buyer's Work Product shall be delivered on an "as is" basis without representation or warranty of any kind, and subject to all proprietary and other rights of any third party contractors or consultants in and to the Buyer's Work Product. 4. Indemnification. In the event that, as a result of Buyer's Due Diligence Inspection, Buyer or its employees, agents or contractors causes any damage to the Property, then Buyer shall promptly repair such damage at Buyer's sole cost and expense. Buyer hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (including Redwood PSA FINAL EXECUTION 4.16.09 v.14 2