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JOINDER AND ACCEPTANCE BY TENANT The undersigned, Continental Tool Company, 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 CHEMICAL WAY PROPERTIES, LLC, a California limited liability company ( "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 and Owner are affiliated companies. Tenant currently leases the real property P Y P P rtY located at 20 Chemical Way, in the City of Redwood City, California (the "Property ") pursuant to a lease agreement between Tenant and Owner (the "Existing Lease "). Tenant has not assigned the Existing Lease, subleased the Property or otherwise granted rights of occupancy or possession to any other party. 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 Owner upon the Closing) the sum of One Million Dollars ($1,000,000) (the "Relocation Compensation "), subject to Owner's right to reallocate some or all of the Relocation Compensation to the Purchase Price for the Property, as full and complete compensation to cover all of Owner's and Tenant's costs to relocate their businesses to other locations and for disruption of such businesses. Tenant shall look solely to Owner (and not to Optionee or its successors or assigns) for the payment or provision of all Relocation Benefits (as defined in the New Lease). 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 and the Agreement 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. Prior to the Closing, Tenant further agrees to provide Owner, Optionee, and the Escrow Holder with estoppel certificates in the form required by the Existing Lease or as otherwise reasonably requested by Optionee. 4. 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: /(:)— , /2 Continental Tool Company, Inc. By: /. / 0 Name: ll/ I 1 ° JZ! /ro By: Option Agreement 20 Chemical 10.05. 2010 v.5 29