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ARTICLE II. <br /> PURCHASED ASSETS; <br /> ASSUMPTION OF ASSUMED <br /> LIABILITIES; CLOSING <br /> 2.1 Purchase, Sale and Option for the Purchased Assets. Subject to the terms and <br /> conditions set forth in this Agreement, and in consideration of and upon the payment of the First <br /> Option Payment, Seller and the Individuals, as applicable, hereby grant and convey to Buyer the <br /> exclusive, irrevocable right and option to purchase the Purchased Assets (the "Option"), at any <br /> time during the Option Term,but not thereafter. <br /> 2.2 Option Money. <br /> (a) Concurrently with the execution of this Agreement, the Buyer is <br /> depositing with the Title Company the First Option Payment to initially be held in trust by the <br /> Title Company and to be released to Seller under the following terms and conditions. Once <br /> Seller has escrowed with the Title Company the duly executed Deeds and Bill of Sale as required <br /> herein to complete the Closing, the Title Company shall release the First Option Payment to <br /> Seller,which payment shall be non-refundable to Buyer except in the event of a breach or default <br /> by the Seller or the Individuals hereunder which is not cured within any applicable notice and <br /> cure period. <br /> (b) If Buyer terminates this Agreement due to a breach or default by the Seller <br /> under this Agreement which has not been cured within any applicable notice and cure period,the <br /> First Option Payment (and the Second Option Payment if previously made to Seller) shall be <br /> returned to Buyer by Seller and the Parties shall be released from all obligations under this <br /> Agreement which do not expressly survive termination. If Buyer does not so terminate this <br /> Agreement and elects to Close the transactions contemplated hereunder, the First Option <br /> Payment (and the Second Option Payment if previously made to Seller) shall be retained by <br /> Seller but shall not be credited against the Purchase Price and shall not reduce the Purchase Price <br /> due at the Closing. <br /> 2.3 Conditions and Term of Option. <br /> (a) The initial term of the Option shall commence on the Execution Date and <br /> shall end on the date that is one-hundred and eighty (180) days thereafter (May 29, 2018) (the <br /> "Initial Option Term"), unless the Option is earlier terminated or extended pursuant to the <br /> provisions of this Agreement. <br /> (b) The Option shall automatically terminate and both Parties shall be released <br /> from any and all obligations under this Agreement which do not expressly survive termination if <br /> the Parties fail to consummate a Closing of the Purchased Assets during the Option Term (as it <br /> may be extended in accordance with the terms of this Agreement) for any reason other than: (a) <br /> the failure of Seller or any of the Individuals, as applicable, to sell the Purchased Assets (or any <br /> portions thereof) to Buyer; (b) any other breach by Seller or any of the Individuals hereunder <br /> which is not cured within any applicable notice and cure period granted herein or therein(if any); <br /> 7 <br />