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3. Purchase Price. (a) Purchase Price. The purchase price for the Property shall be Two Million Seven Hundred Thousand Dollars ($2,700,000) (the "Purchase Price "). If Optionee exercises the Option, the Purchase Price shall be paid by Optionee to Owner at the Closing as follows: (a) Optionee shall receive a credit to the Purchase Price equal to the sum of the Option Payment, the Initial Deposit, and all Applicable Deposits made by Optionee, plus all interest accrued on the Deposits while in Escrow, and (b) Optionee shall deposit into the Escrow at or prior to the Closing for delivery to Owner a sum (the "Closing Payment ") equal to the balance of the Purchase Price. (b) Loan Payoff. The Property currently is encumbered by a deed of trust (the "Deed of Trust ") securing a Loan (the "Loan ") evidenced by a promissory note (the "Note ") in the original principal amount of One Million Seventeen Thousand Dollars ($1,017,000) (the "Loan ") in favor of Standard Insurance Company ( "Lender "). The Deed of Trust was recorded on August 28, 2006, as Instrument No. 2006 - 129197 of the official records of San Mateo County, California. At the Closing, Owner shall cause the deed of trust and any other documents evidencing or securing the Loan to be released and reconveyed. To the extent that a prepayment fee or premium or any other amounts are required to be paid to the Lender (including without limitation, principal, interest, reconveyance fees, or other fees or costs of any kind) in connection with the payoff of the Loan and the reconveyance of the Deed of Trust, Owner shall be solely responsible for paying such amounts without reimbursement from Optionee. 4. Escrow. (a) Opening of Escrow. Promptly after the full execution and delivery of this Agreement, the parties will open an escrow (the "Escrow ") with Escrow Holder and shall deposit with Escrow Holder a copy of this fully executed Agreement, or executed counterparts hereof. The "Opening of Escrow" shall be deemed to have occurred on the date following the execution and delivery of this Agreement by Optionee and Owner that Escrow Holder executes the "Acceptance of Escrow Holder" immediately following the signature pages of this Agreement (the "Acceptance ") and returns to Optionee and Owner such Acceptance. (b) Instructions and Fees. This Agreement constitutes joint instructions to the Escrow Holder to consummate the purchase in accordance with the terms and provisions hereof; provided, however, that the parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be deemed reasonably necessary to carry out the intentions of the parties as expressed herein. If the Closing occurs, Optionee shall pay the cost of the title insurance premium for the Title Policy (as defined in Paragraph 5(c)) and City and County documentary transfer taxes, if any. If the Closing occurs, Owner shall pay the costs of removing any exceptions to title (other than Permitted Exceptions), as defined in Paragraph 5(a), and Personal Property Encumbrances, as defined in Paragraph 5(d). Escrow Fees, recording fees, and any other closing costs shall be borne by the parties in accordance with the custom of the County. (c) Closing. The "Closing" shall occur on a date selected by Optionee (either following or concurrently with the exercise of the Option), provided that Owner has received at Option Agreement 70 Chemical 10.05.2010 v.5 6