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or (c) any other properly exercised termination right granted to Buyer pursuant to the terms of
<br /> this Agreement.
<br /> (c) Buyer shall be entitled, but not required, to extend the Initial Option Term
<br /> for one period of an additional one hundred eighty (180) days after the expiration of the Initial
<br /> Option Term by (i) providing written notice to Seller not less than thirty (30) days prior to
<br /> expiration of the Initial Option Term and (ii) paying directly to Seller the Second Option
<br /> Payment prior to the expiration of the Initial Option Term, which payment shall be non-
<br /> refundable to Buyer (except under the terms by which the First Option Payment is refundable to
<br /> Buyer)and shall not apply to,but shall be in addition to,the Purchase Price.
<br /> 2.4 Closing. If Buyer timely exercises the Option, at the Closing, the Seller and the
<br /> Individuals, as applicable, shall sell, convey, assign, transfer and deliver to the Buyer, and the
<br /> Buyer shall purchase, acquire and accept from the Seller or the Individuals, as applicable, free
<br /> and clear of all Liens (other than Permitted Liens), all of the Seller's or the Individuals' right,
<br /> title and interest in and to the following described assets(the"Purchased Assets"):
<br /> (a) all licenses, permits, authorizations and other approvals issued by any
<br /> federal, state or local judicial, legislative, executive or regulatory authority pertaining to the
<br /> Owned Real Property and the Water Rights (each a "Governmental Authority"), and all
<br /> pending applications therefor(collectively,the"Governmental Permits");
<br /> (b) all of the real property described on Exhibit A attached hereto and
<br /> incorporated herein by reference (the "Owned Real Property"), including any buildings,
<br /> structures, improvements and fixtures located on any Owned Real Property, and all Water
<br /> Rights;
<br /> (c) all deposits (including security deposits), prepayments, warranties,
<br /> guarantees, refunds, causes of action, and similar rights of compensation of every kind and
<br /> nature of the Seller or the Individuals to the extent used in, or related to, the Owned Real
<br /> Property (excluding in all cases the Excluded Assets); and
<br /> (d) all materials (including materials subject to attorney-client privilege),
<br /> documents and records of the Seller and its Affiliates or the Individuals that are: (i) primarily
<br /> related to the Purchased Assets or the Assumed Liabilities or (ii) are necessary for the Buyer to
<br /> defend against claims or to assert claims against third parties.
<br /> 2.5 Excluded Assets. Notwithstanding anything in this Agreement to the contrary,
<br /> the Seller or the Individuals shall retain all right, title and interest in and to all other properties,
<br /> rights, interests and other assets of the Seller or the Individuals of every nature, kind and
<br /> description, wherever situated, that are not Purchased Assets, including the assets listed below
<br /> (the"Excluded Assets"):
<br /> (a) the names "Jemadojin, LLC", "Jemadojin", "Jemadojin Sand Mine"
<br /> and any and all similar names and derivatives thereof, including trade names, domain name
<br /> registrations, service marks,and trademarks related thereto;
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