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• • (b) Refundability of Deposit. While in Escrow the Deposit shall be held in an interest - bearing account by the Escrow Holder for the benefit of Buyer. The Deposit and any interest earned thereon while in the Escrow shall be applicable to the Purchase Price. If Buyer provides the Notice to Proceed (as defined in Paragraph 10(a) hereof) prior to the expiration of the Feasibility Period (as defined in Paragraph 10(a)), the Deposit shall be non - refundable (except if Seller defaults on its obligations herein or as otherwise expressly provided for herein) and shall remain in Escrow pending the Closing (as defined in Paragraph 4(c) hereof) or earlier termination of this Agreement. If Buyer does not provide the Notice to Proceed prior to the expiration of the Feasibility Period, Seller hereby authorizes Escrow Holder to immediately release the Deposit (and all of the interest earned thereon) to Buyer at the expiration of the Feasibility Period without any additional documentation required from the parties. Seller releases Escrow Holder from all liability in connection with the release of the Deposit to Buyer in accordance with the preceding sentence, and following such release of the Deposit, neither party shall have any further rights or obligations hereunder (other than those arising from a party's breach of this Agreement or otherwise as expressly provided herein). (c) Balance of Purchase Price. Buyer shall deposit into the Escrow at or prior to the Closing for delivery to Seller a sum (the "Closing Payment ") equal to the Purchase Price, less the amount of the Deposit and any interest earned thereon while in the Escrow. (d) Independent Consideration. Notwithstanding anything in this Agreement to the contrary, in addition to the Deposit, Buyer shall deliver to Seller through the Escrow the additional sum of One Hundred Dollars ($100) for immediate release to Seller as non - refundable "Independent Contract Consideration." The Independent Contract Consideration has been bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement during certain periods hereunder. The Independent Contract Consideration shall be paid to Seller within three (3) days after the Effective Date. 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 Buyer and Seller that Escrow Holder executes the "Acceptance of Escrow Holder" immediately following the signature pages of this Agreement (the "Acceptance ") and returns to Buyer and Seller 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, Buyer 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, Seller shall pay the costs of removing any exceptions to title (other than Permitted Exceptions), as defined in Paragraph Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 3