EXHIBIT 10.28


 


AMENDMENT NO. 2 TO LEASE


 


This Amendment No. 2 to Lease (this “Amendment
No. 2”) is made as of the 11th day of March, 2009, by and
between EDISON SPECTRUM PARTNERS, LLC, a California limited liability company (“Lessor”) and CombiMatrix Molecular
Diagnostics, Inc., a California Corporation, (“Lessee”).  This Amendment No. 2 amends and modifies
the terms and conditions of that certain Standard Industrial/Commercial
Multi-Tenant Net Lease dated June 26, 2006 (the “Original
Lease”), and Amendment No. 1 dated July 7, 2007 by and
between Lessor and Lessee.  The Original
Lease, as hereby amended, is referred to herein as the “Lease.”  Capitalized terms which are not otherwise
defined in this Amendment No. 2 shall have the meanings ascribed to such
terms in the Original Lease.


 


RECITALS


 


A.    Lessor and Lessee previously
entered into the Original Lease and Amendment No. 1, which sets forth the
terms and conditions relating to Lessee’s occupancy of certain space, located
at 310 Goddard, Suite 150 and at 300 Goddard, Suite 150, Irvine,
California (the “Premises”).


 


B.    Lessor and Lessee now desire
to amend the Original Lease and Amendment No.1 to (i) extend the Term.


 


AGREEMENT


 


FOR VALUABLE CONSIDERATION,
the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee
hereby agree as follows:


 


1.             Extension of Term.  The Original Term is hereby extended for a
period of six months commencing on August 1, 2009 and ending January 31,
2010 (the “Extension Term”).


 


2.             Base Rent.  The Base
Rent of the extension term shall remain the same as in Amendment No. 1 as
shown:


 


Lease — 310 Goddard, Suite 150:


 


	
  Months

  of Term

  	
   

  	
  Rentable

  Square Feet

  	
   

  	
  Rent Per Square

  Foot Per Month

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1,2009-January 

  31, 2010

  	
   

  	
  3,625

  	
   

  	
  $

  	
  2.05

  	
   

  	
  $

  	
  7,431.25

  	
   

  
										



 


300 Goddard, Suite 150:


 


	
  Months

  of Term

  	
   

  	
  Rentable

  Square Feet

  	
   

  	
  Rent Per Square

  Foot Per Month

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1,2009-January

  31, 2010

  	
   

  	
  3,148

  	
   

  	
  $

  	
  2.05

  	
   

  	
  $

  	
  6,453.40

  	
   

  
										



 


3.             First Month’s Base Rent.  The first month’s Base Rent for the Extension
Term shall be due and payable on or before August 1, 2009.


 


4.             Effect of Amendment.  Lessor and Lessee acknowledge that the
Original Lease, as hereby amended, remains in full force and effect in
accordance with its terms.


 

















 


5.             Counterparts.  If this Amendment No. 2 is executed in
counterparts, each is hereby declared to be an original; all, however, shall
constitute but one and the same agreement.


 


6.             Corporate and Partnership Authority.  If Lessee is a corporation or partnership,
each individual executing this Amendment No. 2 for the corporation or
partnership represents that he or she is duly authorized to execute and deliver
this Amendment No. 2 on behalf of the corporation or partnership and that
this Amendment No. 2 is binding upon the corporation or partnership in
accordance with its terms.


 


EXECUTION


 


IN WITNESS WHEREOF, Lessor and Lessee have
executed this Amendment No. 2 as of the date first written above.


 


	
  Executed at:

  	
     Irvine,
  California 

  	
   

  	
  Executed at:

  	
      Mukilteo,
  Washington  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  on:

  	
     March 12,
  2009

  	
   

  	
  on:

  	
      March 12,
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By LESSOR:

  	
   

  	
  By LESSEE:

  
	
   

  	
   

  	
   

  
	
  EDISON SPECTRUM PARTNERS, LLC, 

  	
   

  	
  COMBIMATRIX MOLECULAR DIAGNOSTICS, INC, 

  
	
  a California
  limited liability company

  	
   

  	
  a California
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Thomas Falcon,

  	
   

  	
  By:

  	
  Scott R.
  Burell 

  
	
   

  	
  its member

  	
   

  	
   

  	
  Chief
  Financial Officer 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  THOMAS FALCON

  	
   

  	
   

  	
  By:

  	
    
  /s/ SCOTT R. BURELL 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
    Member

  	
   

  	
   

  	
  Its:

  	
  CFO