Agmt10 Schrader Leask Development, Inc.

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JOINDER AND ACCEPTANCE BY TENANT The undersigned, General Hardware and Builders Supply, Inc., hereby acknowledges that it has received a copy of the foregoing Real Estate Option Agreement (the "Agreement ") between THE CITY OF REDWOOD CITY, a charter city and a municipal corporation of the State of California ( "Optionee "), and SCHRADER LEASK DEVELOPMENT, INC., a California corporation ( "Owner "). Capitalized terms used but not defined in this Joinder and Acceptance by Tenant (the "Joinder ") shall have the meanings given to such terms in the Agreement. For the benefit of Owner and Optionee, Tenant hereby represents, warrants and agrees as follows: 1. Tenant currently leases the real property located at 80 Chemical Way, in the City of Redwood City, California (the "Property ") pursuant to a Standard Industrial /Commercial Single- Tenant Lease dated February 1, 2001 between Tenant and Owner (the "Existing Lease "). 2. If Optionee (or its successor or assignee) consummates the purchase of the Property from Owner, then effective as of the Closing of the Escrow for such sale, the Existing Lease (a) shall be terminated (and if requested, the Tenant will execute such agreements or other documentation reasonably requested by Owner, Optionee and/or the Escrow Holder to confirm such termination), (b) the Optionee (or its successor or assignee) shall lease -back the Property to the Tenant pursuant to a lease agreement to be executed and delivered by Optionee (or its successor or assignee) and the Tenant through the Escrow, in the form of Exhibit F attached to the Agreement (the "New Lease "), and (c) Optionee shall deposit in Escrow (for release to the Tenant upon the Closing) the sum of Five Hundred Thousand Dollars ($500,000) (the "Relocation Compensation ") as full and complete compensation to Tenant to cover all of Tenant's costs to relocate its business to another location and for disruption all its business. 3. Provided the conditions referred to in Paragraph 2 above have been satisfied, Tenant shall execute and deliver the New Lease through the Escrow (together with appropriate escrow instructions) and the Hazardous Materials Disclosure Certificate contemplated thereby. Tenant acknowledges that it has had the opportunity to review the New Lease with counsel or other advisors of its choice and that Tenant approves all terms and conditions thereof, including without limitation the terms and conditions relating to the landlord's right to terminate the New Lease upon six months' notice and the Tenant's waiver of all Relocation Benefits (as defined in the New Lease). Prior to the Closing, Tenant further agrees to provide Owner, Optionee, and the Escrow Holder with estoppel certificates in accordance with the provisions set forth in the Existing Lease. 4. Tenant has not subleased the Property or otherwise granted rights of occupancy or possession to any other party. 5. The undersigned executing this Joinder have full authority to bind the Tenant. Tenant acknowledges that Owner and Optionee are relying on the promises of Tenant set forth in this Joinder and that absent such promises they would not execute the Agreement. Dated: OC 1' ) ‚{ ) / i) General Hardware and Bu' ders Supply, 1 � PP , Inc. Y r J� By: / / 1 Nam 2 ; By: Option Agreement 80 Chemical 10.01. 2010 v.7 29