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Land being determined as part of the surveying work described in Section 5 hereof. The Purchase Price shall be payable by Buyer to Seller as follows: 1.1 DEPOSIT. Buyer shall deposit into Escrow No52310597 ("Escrow") at North American Title Company, 5980 Stoneridge Drive, Suite 116, Pleasanton, California 94588 ("Escrow Agent"), a check in the amount of One Thousand Dollars ($1,000.00) as Buyer's Deposit ("Deposit"), which shall, subject to the terms and conditions of this Agreement and the escrow instructions set forth in Exhibit C ("Escrow Instructions"),beheld by the Escrow Agent in aninterest-bearing account and applied with all accrued interest toward the Purchase Price at the time defined in Section 2 as the Close of Escrow. Buyer shall deliver the Deposit to Escrow Agent within three (3) business days following the Effective Date of this Agreement. The Deposit shall not be refundable to Buyer except in the event that (a) Seller is relieved, under the provisions of Section 2.3, of its obligation to sell the Property, or (b) Seller's default hereunder. 1.2 ADDITIONAL DEPOSIT Irmo EscROW. Buyer shall deliver to Escrow Agent prior to Close of Escrow cash in the following amounts: (a) the amount of the Purchase Price less the amount of the Deposit and accrued interest, and (b) the amount of Buyer's closing expenses, as those expenses are defined in Section 4. 2. ESCROW. 2.1 INSTRUCTIONS. The terms and conditions set forth in this Agreement shall constitute joint escrow instructions to Escrow Agent, provided, however, that Buyer and Seller agree to execute such additional instructions as are required by Escrow Agent and are not inconsistent with the provisions of this Agreement. Buyer shall deliver a fully executed copy of this Agreement to Escrow Agent 2.2 CLOSE OF ESCROW. Subject to the provisions of Section 2.3 below, Escrow shall close and title shall be transferred from Buyer to Seller by recordation of a grant deed with the Alameda County Recorder on or before the sooner of (a) the date that is two (2) years from the Effective Date, or (b) the date that is thirty (30) days after the date on which Seller delivers to Buyer written notice that Seller has entered into a memorandum of understanding, or similar written purchase and sale agreement , (collectively, "Memorandum") for the purchase of a Second Tank Site on which to construct the Second Tank ("Close of Escrow"). 2.3 CONDITION. Seller shall be relieved of Seller's obligation to sell the Property to Buyer hereunder and the Deposit, plus all accrued interest, shall be returned to Buyer if both (a) Seller notifies Buyer in writing on or before the date that is two (2) weeks prior to the second anniversary of the Effective Date that Seller has not entered into a Memorandum for a Second Tank Site, and (b) Seller has used its best efforts secure a Second Tank Site. 2.4 UPDATES. Upon receipt of a written request for an update, but not more than quarterly, Seller shall provide Buyer with a written summary of Seller's efforts to secure a Second Tank Site. RBRT139630W91167.6 2