Agmt10 Schrader Leask Development, Inc.

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Agreement supersedes and cancels any and all prior or contemporaneous negotiations, arrangements, representations and understanding, oral or written, if any, between the parties, relating to the subject matter of this Agreement. 23. Risk of Loss. Until the Closing, Owner shall assume all risk of loss with respect to the Real Property. If after the Agreement Date and prior to the Closing all or any part of the Real Property is destroyed by fire, earthquake or other casualty, Optionee shall within ten (10) business days after receipt of written notice from Owner of such casualty (but in all events at least one (1) day before the Closing Date) irrevocably elect either (a) to terminate this Agreement or (b) to keep this Agreement in effect, in which event if the Closing occurs Owner shall pay or assign to Optionee all insurance proceeds paid or payable to Owner (to the extent not previously expended in an effort to restore the Real Property) as a consequence of such casualty, and the Purchase Price shall be reduced by the amount of any deductible or other uninsured loss. If Optionee fails to timely elect either the option in clause (a) or in clause (b) above, then Optionee shall be deemed to have irrevocably elected the option in clause (b) above. If this Agreement is terminated pursuant to this paragraph, then (i) if the termination relates to a casualty occurring during the Initial Option Term, all the Deposits and interest earned thereon while in Escrow shall be returned to Optionee, (ii) if the termination relates to a casualty occurring after the expiration of the Initial Option Term, all the Deposits previously released to Owner shall be retained by Owner, and (iii) neither party shall have any further rights, duties, obligations or liabilities, at law or in equity, arising out of or relating to this Agreement except for those that specifically survive termination of this Agreement pursuant to other paragraphs hereof. Notwithstanding the above, if the damage to the Real Property does not exceed Two Hundred Thousand Dollars ($200,000), then Optionee shall not have the right to terminate this Agreement pursuant to clause (a) above and shall be deemed to have irrevocably elected to keep this Agreement in effect pursuant to clause (b) above. 24. Miscellaneous. (a) Time of the Essence. Time is of the essence of this Agreement. (b) Dates. Any time period to be computed pursuant to this Agreement shall be computed by excluding the first day and including the last day. If the last day falls on a Saturday, Sunday or holiday, the last day shall be extended until the next business day that the Escrow Holder is open for business. As used herein, the term "days" means calendar days and the term "business days" means all calendar days other than Saturdays, Sundays, or holidays observed by Escrow Holder. (c) Governing Law. This Agreement shall be governed by the law of the State of California. Owner and Optionee agree that all suits or actions of any kind brought to interpret or enforce the terms of, or otherwise arising out of or relating to this Agreement shall be filed and litigated solely in the state court in the county in which the Real Property is located or if such suit or action cannot be filed and or litigated in state court, then in the federal court located closest to the Real Property. Each party hereby consents to the personal and subject matter jurisdiction of said courts. Owner and Optionee agree that San Mateo County shall for all purposes be considered the place in which this Agreement was entered into, notwithstanding the order in which, or the location or locations at which, it may have been executed or delivered. Option Agreement 80 Chemical 10.01. 2010 v.7 22