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EXHIBIT B MEMORANDUM OF OPTION AGREEMENT Recording Requested by and: When Recorded Return to: This Space For Recorder's Use Only MEMORANDUM OF REAL ESTATE OPTION AGREEMENT By this Memorandum of Real Estate Option Agreement (this "Memorandum ") dated as of , 2010, ( "Owner "), and THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ( "Optionee "), acknowledge and agree to the following: 1. Real Estate Option Agreement. Pursuant to the terms of that certain unrecorded Real Estate Option Agreement (the "Option Agreement "), by and between Owner and Optionee, dated as of , Owner has granted to Optionee the exclusive right and option to purchase that certain real property, consisting of approximately acres, having Assessor Parcel No. , located in the City of , County of , State of California, as more particularly described on Exhibit A attached hereto (the "Property "). 2. Term. The term of the Option Agreement, and any rights or interest of Optionee in and to the Property created hereby, shall begin on the date of this Memorandum, and shall end no later than December 31, 2011, and may end earlier as provided in the Option Agreement. 3. Price and Terms. The price and other terms are set forth in the Option Agreement, all of the terms, covenants and conditions of which are incorporated herein by reference as though set forth fully herein. In the event of any inconsistency between this Memorandum and the Option Agreement, the Option Agreement shall control. All capitalized terms used herein and not otherwise defined herein shall have the same meaning as is set forth in the Purchaser Agreement. 4. Effect. Owner and Optionee have executed and recorded this Memorandum for the purpose of imparting notice of the Option Agreement and the respective rights and obligations of Owner and Optionee thereunder. The obligations of Owner and Optionee to be Option Agreement 20 Chemical 10.05. 2010 v.5 32