NNN Tenant Improvements



Lease Agreement

Basic Lease Information

Lease Date:June 21, 2000

Landlord:PRINCIPAL DEVELOPMENT INVESTORS, LLC,

                   a Delaware limited liability company

Landlord's Address:c/o Legacy Partners Commercial, Inc.

                   101 Lincoln Centre Drive, Fourth Floor

                   Foster City, California 94404-1167

Tenant:ABAXIS, INC.,

                   a California corporation

Tenant's Address:1320 Chesapeake Terrace

                   Sunnyvale, California 94089

Premises:Approximately 91,124 rentable square feet, which is the
entirety of Building E as shown on Exhibit A

Premises Address:3240 Whipple Road

                   Union City, California 94587

Building E: Approximately 91,124 rentable square feet

Lot:The tax parcel upon which Building E is situated

Park: Crossroads Technology Park:Approximately 322,238
rentable square feet

Phase I:Approximately 233,298 rentable square feet

Term:January 1, 2001 ("Commencement Date"), through

                   December 31, 2010 ("Expiration Date")

Base Rent (3):Sixty Eight Thousand Three Hundred Forty-Three and
00/100 Dollars ($68,343.00) per month

Adjustments to Base Rent:Commencing on January 1, 2002, the monthly
Base Rent shall increase to $71,076.72;

                   Commencing on January 1, 2003, the monthly Base Rent shall increase to
$73,919.79;

             Commencing on January 1, 2004, the monthly Base Rent shall increase to
$76,876.58;

                   Commencing on January 1, 2005, the monthly Base Rent shall increase to
$79,951.64;

                   Commencing on January 1, 2006, the monthly Base Rent shall increase to
$83,149.71;

                   Commencing on January 1, 2007, the monthly Base Rent shall increase to
$86,475.70;

                   Commencing on January 1, 2008, the monthly Base Rent shall increase to
$89,934.73;

                   Commencing on January 1, 2009, the monthly Base Rent shall increase to
$93,532.12; and

                   Commencing on January 1, 2010, the monthly Base Rent shall increase to
$97,273.40.

Advance Rent (3):Eighty Four Thousand One Hundred Ninety-Eight and
58/100 Dollars ($84,198.58)

Collateral for Tenant's

                   Performance Under the

                   Lease (4):Refer to Section 4 herein.

*Tenant's Share of Operating Expenses (6.1):100% of the
Building

*Tenant's Share of Tax Expenses (6.2):100% of the
Building

*Tenant's Share of Common Area Utility Costs (7.2):100% of the
Building

*Tenant's Share of Utility Expenses (7.1):100% of the
Building

*The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth in this Lease.

Permitted Uses (9):Office, biotechnology/pharmaceutical R&D,
manufacturing, and related warehousing, but only to the extent permitted by the City of Union City,
California, and all agencies and governmental authorities having jurisdiction thereof

Parking Spaces:Two hundred forty-six (246) non-exclusive and non-
designated spaces (to be confirmed by Landlord's architect subject to final space plan).

Broker (33):BT Commercial and Technology Commercial for Tenant

BT Commercial for Landlord

Exhibits:Exhibit A -Premises, Building, Lot and/or Park

                   Exhibit B -Tenant Improvements

                   Exhibit C -Rules and Regulations

                   Exhibit D -Covenants, Conditions and Restrictions (Intentionally
omitted)

                   Exhibit E -Tenant's Initial Hazardous Materials Disclosure
Certificate

                   Exhibit F -Change of Commencement Date - Example

                   Exhibit G -Sign Criteria (Intentionally omitted)

                   Exhibit H -Letter of Credit

                   Exhibit I -Tenant's Property

                   Exhibit J -Subordination, Non-Disturbance and Attornment
Agreement

Addenda:Addendum 1 -Option to Extend the Lease Term

 

Table of Contents

 

SectionPage

 
1.Premises* 

2.Occupancy;
Adjustment of Commencement Date*

3.Rent*

4.Collateral for
Tenant's Performance Under the Lease/Letter of Credit*

5.Condition of
Premises; Tenant Improvements*

6.Additional
Rent*

7.Utilities and
Services*

8.Late
Charges*

9.Use of
Premises*

10.Alterations;
and Surrender of Premises*

11.Repairs and
Maintenance*

12.Insurance*

13.Limitation of
Liability and Indemnity*

14.Assignment
and Subleasing*

15.Subordination*

16.Right of
Entry*

17.Estoppel
Certificate*

18.Tenant's
Default*

19.Remedies for
Tenant's Default*

20.Holding
Over*

21.Landlord's
Default*

22.Parking*

23.Transfer of
Landlord's Interest*

24.Waiver*

25.Casualty
Damage*

26.Condemnation*

27.Environmental
Matters/Hazardous Materials*

28.Financial
Statements*

29.General
Provisions:*

30.Signs*

31.Mortgagee
Protection*

32.Warranties of
Tenant*

33.Brokerage
Commission*

34.Quiet
Enjoyment*



NNN Tenant Improvements

Lease Agreement

 

The Basic Lease Information set forth on Page 1 and this Lease are and shall be
construed as a single instrument.

1.Premises

Landlord hereby leases the Premises to Tenant upon the terms and conditions
contained herein. Tenant shall have the right to use, on a non-exclusive basis, parking areas and
ancillary facilities located within the Common Areas of the Park, subject to the terms of this
Lease. Landlord and Tenant hereby agree that for purposes of this Lease, as of the Lease Date, the
rentable square footage area of each of the Premises, the Building, the Phase (if any) and the Park
shall be deemed to be the number of rentable square feet as set forth in the Basic Lease
Information. Tenant hereby acknowledges that the rentable square footage of the Premises may include
a proportionate share of certain areas used in common by all occupants of the Building, the Phase
(if any) and/or the Park (for example corridors, common restrooms, an electrical room or telephone
room). Tenant further agrees that the number of rentable square feet of any of the Building, the
Phase (if any) and the Park may subsequently change after the Lease Date commensurate with any
modifications to any of the foregoing by Landlord, and Tenant's Share shall accordingly change. The
term "Project" as used herein shall mean and collectively refer to the Building, the Common Areas,
the Lot, the Phase (if any) and the Park.

2.Occupancy; Adjustment of Commencement
Date

2.1If Landlord, for any reason whatsoever, cannot deliver possession
of the Premises to Tenant on the Commencement Date in the condition specified in Section 5 hereof,
Landlord shall not be subject to any liability nor shall the validity of the Lease be affected;
provided, the Term of this Lease and the obligation to pay Rent shall commence on the date
possession is actually tendered to Tenant and the Expiration Date shall be extended commensurately.
If the commencement date and/or the expiration date of this Lease is other than the Commencement
Date and Expiration Date specified in the Basic Lease Information, Landlord and Tenant shall execute
a written amendment to this Lease, substantially in the form of Exhibit F hereto, wherein the
parties shall specify the actual commencement date, expiration date and the date on which Tenant is
to commence paying Rent. The word "Term" whenever used herein refers to the initial term of this
Lease and any valid extension(s) thereof.

2.2If Landlord permits Tenant to occupy the Premises prior to the
actual Commencement Date, such occupancy shall be at Tenant's sole risk and subject to all the
provisions of this Lease. Additionally, Landlord shall have the right to impose additional
reasonable conditions on Tenant's early occupancy.

3.Rent

On the date that Tenant executes this Lease, Tenant shall deliver to Landlord
the original executed Lease, the Advance Rent (which shall be applied against the Rent payable for
the first month(s) Tenant is required to pay Rent), the Security Deposit, and all insurance
certificates evidencing the insurance required to be obtained by Tenant under Section 12 and
Exhibit B of this Lease. Tenant agrees to pay Landlord the Base Rent, without prior notice or
demand, abatement, offset, deduction or claim, in advance at Landlord's Address on the Commencement
Date and thereafter on the first (1st) day of each month throughout the balance of the Term of the
Lease beginning the second (2nd) month of the Term of the Lease (provided, however, that
Landlord has actually received the Advance Rent as provided herein). In addition to the Base Rent,
Tenant shall pay Landlord in advance on the Commencement Date and thereafter on the first (1st) day
of each month throughout the balance of the Term of this Lease, as Additional Rent, Tenant's Share
of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses. The term
"Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant
to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the
waiver of the requirement to pay rental payments shall only apply to the waiver of the Base Rent.
The Rent for any fractional part of a calendar month at the commencement or expiration or
termination of the Lease Term shall be a prorated amount of the Rent for a full calendar month based
upon a thirty (30) day month. To the extent not already paid as part of the Advance Rent any
prorated Rent shall be paid on the Commencement Date, and any prorated Rent for the final calendar
month hereof shall be paid on the first day of the calendar month in which the date of expiration or
termination occurs.

4.Collateral for Tenant's Performance Under the
Lease/Letter of Credit

Simultaneously with Tenant's delivery to Landlord of this Lease and the first
month's Base Rent in accordance with the provisions of Section 3 above, Tenant shall deliver to
Landlord, as collateral for the full and faithful performance by Tenant of all of its obligations
under this Lease and for all losses and damages Landlord may suffer as a result of any default by
Tenant under this Lease, an irrevocable and unconditional negotiable letter of credit, in the form
and containing the terms required herein, payable in the County of Santa Clara, California, running
in favor of Landlord issued by a solvent nationally recognized bank with a long term rating of BBB
or higher, or as otherwise agreed in writing by Landlord, under the supervision of the
Superintendent of Banks of the State of California, or a National Banking Association, in the amount
of Eight hundred Twenty Thousand One Hundred Sixteen Dollars ($820,116.00) (the "Letter of Credit").
The Letter of Credit shall be (a) at sight and irrevocable and unconditional, (b) maintained in
effect, whether through replacement, renewal or extension, for the entire Lease Term (the "Letter of
Credit Expiration Date") and Tenant shall deliver a new Letter of Credit or certificate of renewal
or extension to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit,
without any action whatsoever on the part of Landlord, (c) subject to the Uniform Customs and
Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500, (d)
in substantially the form of Exhibit H attached hereto with the certification portion thereof being
the same as set forth in Exhibit H hereto, and (e) fully assignable by Landlord and permit partial
draws. Additionally, provided Tenant has not been in default of this Lease beyond applicable notice
and cure periods for the previous consecutive twenty-four (24) month period, the face amount of the
Letter of Credit may be reduced as follows: (i) at any time after the twenty-fourth
(24th) month of the Term, and provided Tenant has earned a cumulative net profit in
excess of Two Million Dollars ($2,000,000.00) for the four (4) previous quarters (as reported in
Tenant's audited financial statements), the face amount of the Letter of Credit shall be reduced to
Four Hundred Ten Thousand Fifty-eight Dollars ($410,058.00); and (ii) at any time after the date
which is thirty-six (36) months after the face amount of the Letter of Credit is reduced as provided
in (i) above, provided Tenant has earned a cumulative net profit in excess of Two Million Dollars
($2,000,000.00) for the four (4) previous quarters (as reported in Tenant's audited financial
statements), the face amount of the Letter of Credit shall be reduced to Ninety-seven Thousand Two
Hundred Seventy-Three Dollars ($97,273.00). In addition to the foregoing, the form and terms of the
Letter of Credit (and the bank issuing the same) shall be acceptable to Landlord, in Landlord's sole
discretion, and shall provide, among other things, in effect that: (1) Landlord, or its then
managing agent, shall have the right to draw down an amount up to the face amount of the Letter of
Credit upon the presentation to the issuing bank of Landlord's (or Landlord's then managing agent's)
statement that such amount is due to Landlord under the terms and conditions of this Lease, it being
understood that if Landlord or its managing agent be a limited liability company, corporation,
partnership or other entity, then such statement shall be signed by a managing member (if a limited
liability company) an officer (if a corporation), a general partner (if a partnership), or any
authorized party (if another entity); (2) the Letter of Credit will be honored by the issuing bank
without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content
of such statement; and (3) in the event of a transfer of Landlord's interest in the Building,
Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of
credit to be delivered, as applicable), to the transferee and thereupon the Landlord shall, without
any further agreement between the parties, be released by Tenant from all liability therefor, and it
is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any
portion of said Letter of Credit to a new Landlord. Tenant hereby acknowledges and agrees that
Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon
the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder which
continues beyond any applicable notice and cure periods. Tenant further acknowledges and agrees that
if Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated
by Landlord herein, Landlord shall suffer irreparable damage, harm and injury. From time to time
during the Term of this Lease it is anticipated by the parties that the Letter of Credit will need
to be amended, modified and, possibly reissued. Landlord and Tenant hereby covenant and agree to
cooperate with one another to promptly effectuate any such amendments, modifications and new
issuances, including without limitation, executing and submitting to the Issuer any and all
documents or instruments as may be reasonably required to effectuate same. Each and every time
during the Term of this Lease there is a change in the identity or address of the parties, including
without limitation, any change in the identity of Landlord due to the sale, transfer or other
conveyance by Landlord of its rights and interests in, to and under this Lease to any other party,
person or entity, the Letter of Credit shall immediately be amended or reissued to reflect such
changes and the parties hereby agree to execute and submit to the Issuer such further applications,
documents and instruments as may be necessary to effectuate same. It is the intention of the parties
that each and every successor and assign of both Landlord and Tenant be bound by and subject to the
terms and provisions of this Section 4. Landlord may, at any time and without notice to Tenant and
without first obtaining Tenant's consent thereto, assign all or any portion of its interest in and
to the Letter of Credit to another party, person or entity, regardless of whether or not such
assignment is separate from or as a part of the assignment by Landlord of its rights and interests
in and to this Lease. If, as a result of any such application of all or any part of the Letter of
Credit, the amount of the Letter of Credit shall be less than Eight hundred Twenty Thousand One
Hundred Sixteen Dollars ($820,116.00) (or such lesser amount as may be permitted in accordance with
this Section 4), Tenant shall within five (5) business days of Landlord's written notice (such
notice to be given pursuant to Section 29.9 herein) thereafter provide Landlord with additional
letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the
total amount of Eight hundred Twenty Thousand One Hundred Sixteen Dollars ($820,116.00) (or such
lesser amount as may be permitted in accordance with this Section 4) and each such additional (or
replacement) letter of credit shall comply with all of the provisions of this Section 4, and if
Tenant fails to do so, notwithstanding anything to the contrary contained in Section 18 hereof, the
same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it
will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord
nor its successors or assigns will be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter
of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal
thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect
not later than thirty (30) days prior to the expiration thereof), which shall be irrevocable and
automatically renewable as above provided through the Letter of Credit Expiration Date upon the same
terms as the expiring letter of credit or such other terms as may be acceptable to Landlord in its
sole discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of
credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and
terms set forth in this Section 4, Landlord shall have the right to present such Letter of Credit to
the bank in accordance with the terms of this Section 4, and the entire sum evidenced thereby shall
be paid to and held by Landlord as collateral for performance of all of Tenant's obligations under
this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant
under this Lease. If there shall occur a default under this Lease as set forth in Section 18 of this
Lease, Landlord may, but without obligation to do so, draw upon the Letter of Credit, in part or in
whole, to cure any default of Tenant and/or to compensate Landlord for any and all damages of any
kind or nature sustained or which may be sustained by Landlord resulting from Tenant's default.
Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of
Credit, either prior to or following a "draw" by Landlord of any portion of the Letter of Credit,
regardless of whether any dispute exists between Tenant and Landlord as to Landlord's right to draw
from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter
of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing
upon such Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no
event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be
(i) deemed to be or treated as a "security deposit" within the meaning of California Civil Code
Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), (ii) subject
to the terms of such Section 1950.7 (as supplemented, amended, replaced and substituted from time to
time), or (iii) intended to serve as a "security deposit" within the meaning of such Section 1950.7
(as supplemented, amended, replaced and substituted from time to time). The parties hereto recite
that with respect to the Letter of Credit, (x) the Letter of Credit is not intended to serve as a
security deposit and such Section 1950.7 (as supplemented, amended, replaced and substituted from
time to time), and any and all other laws, rules and regulations applicable to security deposits in
the commercial context ("Security Deposit Laws") shall have no applicability or relevancy to the
Letter of Credit and (y) Tenant waives any and all rights, duties and obligations it may now or, in
the future, will have relating to or arising from the Security Deposit Laws.

5.Condition of Premises; Tenant
Improvements

Tenant agrees to accept the Premises on the Commencement Date as then being
suitable for Tenant's intended use and in good operating order, condition and repair in its then
existing "AS IS" condition, except as otherwise set forth in Exhibit B hereto. The Tenant
Improvements (defined in Exhibit B) shall be installed in accordance with the terms,
conditions, criteria and provisions set forth in Exhibit B. By taking possession of the
Premises, Tenant shall be deemed to have accepted the Premises in good condition and state of
repair. Tenant expressly acknowledges and agrees that neither Landlord nor any of Landlord's agents,
representatives or employees has made any representations as to the suitability, fitness or
condition of the Premises for the conduct of Tenant's business or for any other purpose, including
without limitation, any storage incidental thereto. Any Tenant Improvements to be constructed
hereunder shall be in compliance with the requirements of the ADA (defined below), and all costs
incurred for purposes of compliance therewith shall be a part of and included in the costs of the
Tenant Improvements.

Landlord shall cause the existing plumbing, electrical systems, fire sprinkler
system, lighting, HVAC and loading doors in the Premises (other than those constructed by Tenant or
Tenant's Representatives) (hereinafter "Building Components") to be in good operating condition on
the Commencement Date of this Lease. Except as otherwise provided in this Lease, should any of the
Building Components not be in good operating condition on the Commencement Date, then Landlord,
within a commercially reasonable time period after receipt of written notice from Tenant setting
forth with specificity the nature and extent of such non-compliance, shall rectify such non-
compliance at no expense to Tenant. If Tenant does not give Landlord written notice of a non-
compliance within thirty (30) days after the Commencement Date of this Lease (except for HVAC non-
compliance, in which event Tenant shall have sixty (60) days to notify Landlord), then Landlord and
Tenant agree that the Building Components shall be deemed to be in good operating condition, and
Landlord shall have no responsibility for the costs and expenses related to any non-compliance of
any of the Building Components. Tenant shall have the benefit of any warranties on the Building
Components that are in effect as of the Commencement Date of the Lease.

6.Additional Rent

It is intended by Landlord and Tenant that this Lease be a "triple net
lease." The costs and expenses described in this Section 6 and all other sums, charges, costs and
expenses specified in this Lease other than Base Rent are to be paid by Tenant to Landlord as
additional rent (collectively, "Additional Rent").

6.1Operating Expenses:

6.1.1Definition of Operating Expenses. Tenant shall pay to
Landlord Tenant's Share of all Operating Expenses as Additional Rent. The term "Operating Expenses"
as used herein shall mean the total amounts paid or payable by Landlord in connection with the
ownership, management, maintenance, repair and operation of the Premises and the other portions of
the Project. These Operating Expenses may include, but are not limited to, Landlord's cost of: (i)
repairs to, and maintenance of, the roof membrane, the non-structural portions of the roof and the
non-structural elements of the perimeter exterior walls of the Building; (ii) maintaining the
outside paved area, landscaping and other common areas of the Park. The term "Common Areas" shall
mean all areas and facilities within the Park exclusive of the Premises and the other portions of
the Park leasable exclusively to other tenants. The Common Areas include, but are not limited to,
interior lobbies, mezzanines, parking areas, access and perimeter roads, sidewalks, rail spurs (if
any), and landscaped areas; (iii) annual insurance premium(s) insuring against personal injury and
property damage (including, if Landlord elects, "all risk" or "special purpose" coverage) and all
other insurance, including, but not limited to, earthquake and flood for the Project, rental
value insurance against loss of Rent for a period of at least nine (9) months commencing on the
date of loss, and subject to the provisions of Section 25 below, any commercially reasonable
deductible; (iv) (a) modifications and/or new improvements to any portion of the Project occasioned
by any rules, laws or regulations effective subsequent to the Lease Date; (b) reasonably necessary
replacement improvements to any portion of the Project after the Commencement Date; and (c) new
improvements to the Project that reduce operating costs or improve life/safety conditions, all of
the foregoing as reasonably determined by Landlord, in its sole but reasonable discretion; provided,
if such costs are of a capital nature, then such costs or allocable portions thereof shall be
amortized on a straight-line basis over the estimated useful life of the capital item or fifteen
(15) years whichever is shorter, as reasonably determined by Landlord, together with reasonable
interest on the amortized balance; (v) the management and administration of any and all portions of
the Project, including, without limitation, a commercially reasonable property management fee,
accounting, auditing, billing, postage, salaries and benefits for clerical and supervisory
employees, whether located on the Project or off-site, payroll taxes and legal and accounting costs
and all fees, licenses and permits related to the ownership, operation and management of the
Project; (vi) preventative maintenance and repair contracts including, but not limited to, contracts
for elevator systems (if any) and heating, ventilation and air conditioning systems, lifts for
disabled persons, if Landlord elects to so procure; (vii) security and fire protection services for
any portion of the Building, if and to the extent, in Landlord's sole discretion, such services are
provided; (viii) the creation and modification of any rail spur or track agreements, licenses,
easements or other similar undertakings with respect to the Project; (ix) supplies, materials,
equipment, rental equipment and other similar items used in the operation and/or maintenance of the
Project and any reasonable reserves established for replacement or repair of any Common Area
improvements or equipment; (x) any and all levies, charges, fees and/or assessments payable to any
applicable owner's association or similar body; (xi) except for ADA Work (defined below) performed
as part of the Tenant Improvements pursuant to Exhibit B hereto and charged against the Tenant
Improvement Allowance, any barrier removal work or other required improvements, alterations or work
to any portion of the Project generally required under the ADA (defined below) (the "ADA Work");
provided, if such ADA Work is required under the ADA due to Tenant's use of the Premises or any
Alteration (defined below) made to the Premises by or on behalf of Tenant, then the cost of such ADA
Work shall be borne solely by Tenant and shall not be included as part of the Operating Expenses;
and (xii) the repairs and maintenance items set forth in Section 11.2 below.

6.1.2Operating Expense Exclusions. Notwithstanding anything to
the contrary contained herein, for purposes of this Lease, the term "Operating Expenses" shall not
include the following: (i) costs (including permit, license, and inspection fees) incurred in
renovating, improving, decorating, painting, or redecorating vacant space or space for other tenants
within the Project; (ii) costs incurred because Landlord or another tenant actually violated the
terms and conditions of any lease for premises within the Project; (iii) legal and auditing fees
(other than those fees reasonably incurred in connection with the maintenance and operation of all
or any portion the Project), leasing commissions, advertising expenses, and other costs incurred in
connection with the original leasing of the Project or future re-leasing of any portion of the
Project; (iv) depreciation of the Building or any other improvements situated within the Project;
(v) any items for which Landlord is actually reimbursed by insurance or by direct reimbursement by
any other tenant of the Project; (vi) costs of repairs or other work necessitated by fire, windstorm
or other casualty (excluding any deductibles) and/or costs of repair or other work necessitated by
the exercise of the right of eminent domain to the extent insurance proceeds or a condemnation
award, as applicable, is actually received by Landlord for such purposes; provided, such costs of
repairs or other work shall be paid by the parties in accordance with the provisions of Sections 25
and 26, below; (vii) other than any interest charges for capital improvements referred to in Section
6.1.1(iv) hereinabove, any interest or payments on any financing for the Building, the Phase or the
Project, interest and penalties incurred as a result of Landlord's late payment of any invoice
(provided that Tenant pays Tenant's Share of Operating Expenses and Tax Expenses to Landlord when
due as set forth herein), and any bad debt loss, rent loss or reserves for same; (viii) costs
associated with the investigation and/or remediation of Hazardous Materials (hereafter defined)
present in, on or about any portion of the Project, unless such costs and expenses are the
responsibility of Tenant as provided in Section 27 hereof, in which event such costs and expenses
shall be paid solely by Tenant in accordance with the provisions of Section 27 hereof; (ix)
Landlord's cost for the repairs and maintenance items set forth in Section 11.3, below; (x) overhead
and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or
services in the Project to the extent the same exceeds the costs of such by unaffiliated third
parties on a competitive basis; or any costs included in Operating Expenses representing an amount
paid to a person, firm, corporation or other entity related to Landlord which is in excess of the
amount which would have been paid in the absence of such relationship; (xi) any payments under a
ground lease or master lease; (xii) reports, points, fees and other lender costs and closing costs
on any mortgage or mortgages, or other debt instruments encumbering the Premises, the Building, the
Phase or the Park; (xiii) any items for which Landlord is reimbursed by insurance; (xiv) leasing.
commissions advertising and promotional expenses and any other costs of disbursements incurred in
connection with the original leasing of the Premises, the Building, the Phase or the Park, or future
re-leasing of same; (xv) Landlord's general corporate or partnership overhead and general
administrative expenses; the cost of signs identifying the Landlord and tenants of the Park (except
for directory signs identifying tenants of the Park, which shall be included in Operating Expenses
as provided in Section 6.1.1 herein); (xvi) non-recurring costs to remedy structural defects in
original construction materials or installations in the Premises, Building, Phase or the Park;
(xvii) costs incurred in installing, operating and maintaining any specialty service that is not
industry-standard for comparable buildings in the San Francisco East Bay, provided that this
exclusion shall not apply to such services that are required by Law; charitable or political
contributions made by Landlord; (xviii) fees or dues payable to trade associations and industry
associations; (xix) entertaining, dining or travel expenses (other than those expenses reasonably
incurred in connection with the maintenance and operation of all or any portion of the Premises, the
Building, the Phase or the Park; and (xx) flowers, gifts, balloons or similar items provided to
Tenant, other tenants, employees, vendors, contractors, prospective tenants or agents.

6.2Tax Expenses: Tenant shall pay to Landlord Tenant's Share of
all real property taxes applicable to the Project. Prior to delinquency, Tenant shall pay any and
all taxes and assessments levied upon Tenant's Property (defined below in Section 10) located or
installed in or about the Premises by, or on behalf of Tenant. To the extent any such taxes or
assessments are not separately assessed or billed to Tenant, then Tenant shall pay the amount
thereof as invoiced by Landlord. Tenant shall also reimburse and pay Landlord, as Additional Rent,
within twenty (20) days after demand therefor, one hundred percent (100%) of (i) any increase in
real property taxes attributable to any and all Alterations (defined below in Section 10), Tenant
Improvements, fixtures, equipment or other improvements of any kind whatsoever placed in, on or
about the Premises for the benefit of, at the request of, or by Tenant, and (ii) taxes and
assessments levied or assessed upon or with respect to the possession, operation, use or occupancy
by Tenant of the Premises or any other portion of the Project. The term "Tax Expenses" shall mean
and include, without limitation, any form of tax and assessment (general, special, supplemental,
ordinary or extraordinary), commercial rental tax, payments under any improvement bond or bonds,
license fees, license tax, business license fee, rental tax, transaction tax or levy imposed by any
authority having the direct or indirect power of tax (including any city, county, state or federal
government, or any school, agricultural, lighting, drainage or other improvement district thereof)
as against any legal or equitable interest of Landlord in the Premises or any other portion of the
Project or any other tax, fee, or excise, however described, including, but not limited to, any
value added tax, or any tax imposed in substitution (partially or totally) of any tax previously
included within the definition of real property taxes, or any additional tax the nature of which was
previously included within the definition of real property taxes. The term "Tax Expenses" shall not
include any franchise, estate, inheritance, net income, or excess profits tax imposed upon Landlord,
or a penalty fee imposed as a result of Landlord's failure to pay Tax Expenses when due.

6.3Payment of Expenses: Landlord shall estimate Tenant's Share of
the Operating Expenses and Tax Expenses for the calendar year in which the Lease commences.
Commencing on the Commencement Date, one-twelfth (1/12th) of this estimated amount shall be paid by
Tenant to Landlord, as Additional Rent, and thereafter on the first (1st) day of each month
throughout the remaining months of such calendar year. Thereafter, Landlord may estimate such
expenses for each calendar year during the Term of this Lease and Tenant shall pay one-twelfth
(1/12th) of such estimated amount as Additional Rent hereunder on the first (1st) day of each month
during such calendar year and for each ensuing calendar year throughout the Term of this Lease.
Tenant's obligation to pay Tenant's Share of Operating Expenses and Tax Expenses shall survive the
expiration or earlier termination of this Lease.

6.4Annual Reconciliation: By June 30th of each calendar year, or
as soon thereafter as reasonably possible, Landlord shall furnish Tenant with an accounting of
actual and accrued Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's
delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment.
Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not
constitute a waiver by Landlord of its right to collect any underpayment by Tenant at any time.
Landlord shall credit the amount of any overpayment by Tenant toward the next estimated monthly
installment(s) falling due, or where the Term of the Lease has expired, refund the amount of
overpayment to Tenant as soon as possible thereafter. If the Term of the Lease expires prior to the
annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's
Share of such expenses, and if Landlord determines that there has been an underpayment, Landlord may
deduct such underpayment from Tenant's Security Deposit provided, however, prior to such deduction,
Landlord shall first give Tenant thirty (30) days from the date of Landlord's invoice therefor to
pay such underpayment. Failure by Landlord to accurately estimate Tenant's Share of such expenses or
to otherwise perform such reconciliation of expenses shall not constitute a waiver of Landlord's
right to collect any of Tenant's underpayment at any time during the Term of the Lease or at any
time after the expiration or earlier termination of this Lease.

6.5Audit: After delivery to Landlord of at least thirty (30) days
prior written notice, Tenant, at its sole cost and expense through any accountant designated by it,
shall have the right to examine and/or audit the books and records evidencing such costs and
expenses for the previous one (1) calendar year, during Landlord's reasonable business hours but not
more frequently than once during any calendar year. Any such accounting firm designated by Tenant
may not be compensated on a contingency fee basis. The results of any such audit (and any
negotiations between the parties related thereto) shall be maintained strictly confidential by
Tenant and its accounting firm, attorneys, and other professional advisors and, unless litigation
ensues between the parties, shall not be disclosed, published or otherwise disseminated to any other
party other than to Landlord and its authorized agents. Landlord and Tenant each shall use its best
efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord
and Tenant in the accounting of such costs and expenses. If through such audit it is determined that
there is a discrepancy of more than five percent (5%) of the total of such costs and expenses, then
Landlord shall reimburse Tenant for the reasonable accounting costs and expenses incurred by Tenant
in performing such audit, including Tenant's in-house or outside auditors or accountants, not to
exceed $2,000.00. However, if through such audit it is determined that there is a discrepancy of
five percent (5%) or less, then Tenant shall reimburse Landlord for the reasonable accounting costs
and expenses associated with Landlord's in-house auditors or accounting personnel as well as those
reasonable costs and expenses incurred by Landlord for any outside accounting firms or auditors in
connection with such audit, not to exceed $2,000.00.

7.Utilities and Services

Tenant shall pay the cost of all (i) water, sewer use, sewer discharge fees
and sewer connection fees, gas, electricity, telephone, telecommunications, cabling and other
utilities billed or metered separately to the Premises and (ii) refuse pickup and janitorial service
to the Premises. Utility Expenses, Common Area Utility Costs and all other sums and charges set
forth in this Section 7 are considered part of Additional Rent.

7.1Utility Expenses: For any such utility fees, use charges, or
similar services that are not billed or metered separately to Tenant, including without limitation,
water and sewer charges, and garbage and waste disposal (collectively, "Utility Expenses"), Tenant
shall pay to Landlord Tenant's Share of Utility Expenses. If Landlord reasonably determines that
Tenant's Share of Utility Expenses is not commensurate with Tenant's use of such services, Tenant
shall pay to Landlord the amount which is attributable to Tenant's use of the utilities or similar
services, as reasonably estimated and determined by Landlord, based upon factors such as size of the
Premises and intensity of use of such utilities by Tenant such that Tenant shall pay the portion of
such charges reasonably consistent with Tenant's use of such utilities and similar services. If
Tenant disputes any such estimate or determination, then Tenant shall either pay the estimated
amount or cause the Premises to be separately metered at Tenant's sole expense. Tenant shall also
pay Tenant's Share of any assessments, charges, and fees included within any tax bill for the Lot on
which the Premises are situated, including without limitation, entitlement fees, allocation unit
fees, sewer use fees, and any other similar fees or charges.

7.2Common Area Utility Costs: Tenant shall pay to Landlord
Tenant's Share of any Common Area utility costs, fees, charges and expenses (collectively, "Common
Area Utility Costs"). Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated
amount of Tenant's Share of the Common Area Utility Costs on the Commencement Date and thereafter on
the first (1st) day of each month throughout the balance of the Term of this Lease. Any
reconciliation thereof shall be substantially in the same manner as set forth in Section 6.4
above.

7.3Miscellaneous: Tenant acknowledges that the Premises may become
subject to the rationing of utility services or restrictions on utility use as required by a public
utility company, governmental agency or other similar entity having jurisdiction thereof. Tenant
agrees that its tenancy and occupancy hereunder shall be subject to such rationing restrictions as
may be imposed upon Landlord, Tenant, the Premises, or other portions of the Project, and Tenant
shall in no event be excused or relieved from any covenant or obligation to be kept or performed by
Tenant by reason of any such rationing or restrictions. If permitted by applicable Laws, Landlord
shall have the right at any time and from time to time during the Term of this Lease to either
contract for service from a different company or companies (each such company referred to as an
"Alternate Service Provider") other than the company or companies presently providing electricity
service for the Project (the "Electric Service Provider") or continue to contract for service from
the Electric Service Provider, at Landlord's sole discretion. Tenant agrees to cooperate with
Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as
reasonably necessary, shall allow Landlord, the Electric Service Provider, and any Alternate Service
Provider reasonable access to the Building's electric lines, feeders, risers, wiring, and any other
machinery within the Premises.

8.Late Charges

Any and all sums or charges set forth in this Section 8 are considered part
of Additional Rent. Tenant acknowledges that late payment (the second day of each month or any time
thereafter) by Tenant to Landlord of Rent and all other sums due hereunder, will cause Landlord to
incur costs not contemplated by this Lease. Such costs may include, without limitation, processing
and accounting charges, and late charges that may be imposed on Landlord by the terms of any note
secured by any encumbrance against the Premises, and late charges and penalties due to the late
payment of real property taxes on the Premises. Therefore, if any installment of Rent or any other
sum payable by Tenant is not received by Landlord within five (5) business days of the due date,
Tenant shall promptly pay to Landlord a late charge, as liquidated damages, in an amount equal to
five percent (5%) of such delinquent amount for the first instance during any calendar year, seven
percent (7%) for the second (2nd) instance during any calendar year and ten percent (10%)
for the third (3rd) instance in any calendar year in which Landlord does not receive Rent
within such five-business-day period plus interest on such delinquent amount at the rate equal to
the prime rate plus three percent (3%) for every month or portion thereof after the first thirty
(30) days that such sums remain unpaid. Notwithstanding the foregoing, Landlord waives the late
charge for the first (1st) instance during the Term of this Lease in which Tenant fails to timely
pay Rent. If Tenant delivers to Landlord a check for which there are not sufficient funds, Landlord
may require Tenant to replace such check with a cashier's check for the amount of such check and all
other charges payable hereunder. The parties agree that this late charge and the other charges
referenced above represent a fair and reasonable estimate of the costs that Landlord will incur by
reason of such late payment by Tenant, excluding attorneys' fees and costs. Acceptance of any late
charge or other charges shall not constitute a waiver by Landlord of Tenant's default with respect
to the delinquent amount, nor prevent Landlord from exercising any of the other rights and remedies
available to Landlord for any other breach of Tenant under this Lease. If a late charge becomes
payable for three (3) installments of Rent, then Landlord, at Landlord's sole option, can either
require the Rent be paid quarterly in advance or be paid monthly in advance by cashier's check or by
electronic funds transfer.

9.Use of Premises

9.1Compliance with Laws, Recorded Matters, and Rules and Regulations:
The Premises are to be used solely for the purposes and uses specified in the Basic Lease
Information and for no other uses or purposes without Landlord's prior written consent. Landlord's
consent shall not be unreasonably withheld or delayed so long as the proposed use (i) does not
involve the use of Hazardous Materials other than as expressly permitted under the provisions of
Section 29 below, (ii) does not require any additional parking spaces, and (iii) is compatible and
consistent with the other uses then being made in the Project and in other similar types of
buildings in the vicinity of the Project, as reasonably determined by Landlord. The use of the
Premises by Tenant and its employees, representatives, agents, invitees, licensees, subtenants,
customers or contractors (collectively, "Tenant's Representatives") shall be subject to, and at all
times in compliance with, (a) any and all applicable laws, rules, codes, ordinances, statutes,
orders and regulations as same exist from time to time throughout the Term of this Lease
(collectively, the "Laws"), including without limitation, the requirements of the Americans with
Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq., including, but not limited to
Title III thereof, all regulations and guidelines related thereto and all requirements of Title 24
of the State of California (collectively, the "ADA"), (b) any and all documents, instruments,
licenses, restrictions, easements or similar instruments, conveyances or encumbrances which are at
any time, and from time to time, required to be made by or given by Landlord in any manner relating
to the initial development of the Project and/or the construction from time to time of any
additional buildings or other improvements in the Project, including without limitation any Tenant
Improvements (collectively, the "Development Documents"), (c) any and all documents, easements,
covenants, conditions and restrictions, and similar instruments, together with any and all
amendments and supplements thereto made from time to time each of which has been or hereafter is
recorded in any official or public records with respect to the Premises or any other portion of the
Project (collectively, the "Recorded Matters"), and (d) any and all rules and regulations set forth
in Exhibit C hereto, any other reasonable rules and regulations promulgated by Landlord now
or hereafter enacted relating to parking and the operation of the Premises and/or any other part of
the Project and any and all rules, restrictions and/or regulations imposed by any applicable owners
association or similar entity or body (collectively, the "Rules and Regulations"). Landlord reserves
to itself the right, from time to time, to grant, without the consent of Tenant, such easements,
rights and dedications that Landlord deems reasonably necessary, and to cause the recordation of
parcel or subdivision maps and/or restrictions, so long as such easements, rights, dedications, maps
and restrictions, as applicable, do not materially and adversely interfere with Tenant's operations
in the Premises. Tenant agrees to sign any documents reasonably requested by Landlord to effectuate
any such easements, rights, dedications, maps or restrictions. Tenant agrees to, and does hereby,
assume full and complete responsibility to ensure that the Premises, including without limitation,
the Tenant Improvements, are in compliance with all applicable Laws throughout the Term of this
Lease. Additionally, Tenant shall be solely responsible for the payment of all costs, fees and
expenses associated with any modifications, improvements or other Alterations to the Premises and/or
any other portion of the Project occasioned by the enactment of, or changes to, any Laws arising
from Tenant's particular use of the Premises or Alterations or other improvements made to the
Premises regardless of when such Laws became effective. Tenant shall not initiate, submit an
application for, or otherwise request, any land use approvals or entitlements with respect to the
Premises or any other portion of the Project, including without limitation, any variance,
conditional use permit or rezoning, without first obtaining Landlord's prior written consent
thereto, which consent may be given or withheld in Landlord's sole discretion.

9.2Prohibition on Use: Tenant shall not use the Premises or
permit anything to be done in or about the Premises nor keep or bring anything therein which will in
any way increase the existing rate of or affect any policy of fire or other insurance upon the
Building or any of its contents, or cause a cancellation of any insurance policy; provided, however,
notwithstanding the foregoing, if Tenant permissibly uses the Premises for the purposes allowed by
the provisions of this Lease and such permissible use increases the rate of premiums paid for such
insurance, then Tenant shall not be considered in breach of the foregoing restriction so long as
Tenant agrees to pay, and actually does promptly pay, as Additional Rent any such increase in the
rate of, or premiums for, such insurance. No auctions may be held or otherwise conducted in, on or
about any portion of the Premises or the Project without Landlord's prior written consent thereto.
Tenant shall not do or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of Landlord or other tenants or occupants of any portion of
the Project. The Premises shall not be used for any unlawful purpose. Tenant shall not cause,
maintain or permit any private or public nuisance in, on or about any portion of the Premises or the
Project, including, but not limited to, any offensive odors, noises, fumes or vibrations. Tenant
shall not damage or deface or otherwise commit or suffer to be committed any waste in, upon or about
the Premises or any other portion of the Project. Tenant shall not place or store, nor permit any
other person or entity to place or store, any property, equipment, materials, supplies, personal
property or any other items or goods outside of the Premises for any period of time. Tenant shall
not permit any animals, including, but not limited to, any household pets, to be brought or kept in
or about the Premises. Tenant shall not install any radio or television antenna, satellite dish,
microwave, loudspeaker or other device on the roof or exterior walls of the Building or any other
portion of the Project. Tenant shall not interfere with radio, telecommunication, or television
broadcasting or reception from or in the Building or elsewhere. Tenant shall place no loads upon the
floors, walls, or ceilings in excess of the maximum designed load permitted by the applicable
Uniform Building Code or which may damage the Building or outside areas within the Project. Tenant
shall not place any harmful liquids in the drainage systems or dump or store waste materials, refuse
or other such materials, or allow such materials to remain outside the Building area, except for any
non-hazardous or non-harmful materials which may be stored in refuse dumpsters.

10.Alterations; and Surrender of Premises

10.1Alterations: Tenant shall be permitted to make, at its sole cost
and expense, non-structural alterations and additions to the interior of the Premises and
alterations and additions not visible from the exterior of the Premises without obtaining Landlord's
prior written consent, provided the cost of same does not exceed $20,000.00 each job and $30,000.00
cumulatively each calendar year except for recarpeting, which shall not exceed $40,000.00 in any one
(1) calendar year, (the "Permitted Improvements"). Tenant, however, shall first notify Landlord of
such alterations or additions so that Landlord may post a Notice of Non-Responsibility on the
Premises. Within ten (10) business days of Landlord's receipt of Tenant's written notice of any item
comprising the Permitted Improvements and at the time that Landlord's consent is given as to any
alterations for which Landlord's consent is required, Landlord shall notify Tenant, in writing,
whether or not Landlord will required Tenant to remove such item from the Premises upon the
expiration or earlier termination of this Lease. Except for the Permitted Improvements, Tenant shall
not install any signs, fixtures, improvements, nor make or permit any other alterations or additions
(individually, an "Alteration", and collectively, the "Alterations") to the Premises without the
prior written consent of Landlord, which consent shall not be unreasonably withheld so long as any
such Alteration does not affect the Building systems or the structural integrity of the Premises or
the Building. If any such Alteration is expressly permitted by Landlord, Tenant shall deliver at
least ten (10) days prior notice to Landlord, from the date Tenant intends to commence construction,
sufficient to enable Landlord to post a Notice of Non-Responsibility. In all events, Tenant shall
obtain all permits or other governmental approvals prior to commencing any of such work and deliver
a copy of same to Landlord. All Alterations shall be at Tenant's sole cost and expense, and shall be
installed by a licensed contractor (reasonably approved by Landlord) in compliance with all
applicable Laws (including, but not limited to, the ADA), Development Documents, Recorded Matters,
and Rules and Regulations. Tenant shall keep the Premises and the property on which the Premises are
situated free from any liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Tenant. Tenant shall, prior to construction of any and all Alterations,
cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by
Landlord, and Tenant shall provide such assurances to Landlord, including without limitation,
waivers of lien, surety company performance bonds as Landlord shall require to assure payment of the
costs thereof to protect Landlord and the Project from and against any loss from any mechanic's,
materialmen's or other liens.

10.2Surrender of Premises: At the expiration of the Term or
earlier termination of this Lease, Tenant shall surrender the Premises to Landlord (a) in good
condition and repair (damage by acts of God, casualty, and normal wear and tear excepted), but with
all non-working light bulbs and ballasts replaced and all roll-up doors and plumbing fixtures in
good condition and working order, and (b) in accordance with the provisions of Section 27 hereof.
Normal wear and tear shall not include any damage or deterioration that would have been prevented by
proper maintenance by Tenant, or Tenant otherwise performing all of its obligations under this
Lease. On or before the expiration or earlier termination of this Lease, (i) Tenant shall remove the
Permitted Improvements (to the extent Landlord has notified Tenant in writing of such removal as
required in Section 10.1 above) all of Tenant's Property (as hereinafter defined) and Tenant's
signage from the Premises and the other portions of the Project, (ii) Landlord may, by notice to
Tenant given not later than ninety (90) days prior to the Expiration Date (except in the event of a
termination of this Lease prior to the scheduled Expiration Date, in which event no advance notice
shall be required), require Tenant, at Tenant's expense, to remove any or all Alterations as to
which Landlord notified Tenant, at the time of consent, that removal would be required; and Tenant
shall remove such requested Alterations from the Premises, and (iii) to the extent Landlord has
advised Tenant on or about the time that the Tenant Improvements were constructed and installed in
the Premises that Tenant is to remove all or portions of the items comprising the Tenant
Improvements (the "Removable TIs"), Tenant shall remove the Removable TIs. Tenant shall repair any
damage caused by such removal of the Tenant's Property, the requested Alterations and the Removable
TIs. For purposes hereof, the term "Tenant's Property" shall mean and refer to all equipment, trade
fixtures, computer wiring and cabling, furnishings, inventories, goods and personal property of
Tenant, including, but not limited to, Tenant's property set forth on Exhibit I hereto. Any of
Tenant's Property not so removed by Tenant as required herein shall be deemed abandoned and may be
stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all claims
against Landlord for any damages resulting from Landlord's retention and disposition of such
property; provided, however, Tenant shall remain liable to Landlord for all costs incurred in
storing and disposing of such abandoned property of Tenant. All Tenant Improvements and Alterations
except those which Landlord requires Tenant to remove shall remain in the Premises as the property
of Landlord. If the Premises are not surrendered at the expiration of the Term or earlier
termination of this Lease, and in accordance with the provisions of this Section 10 and Section 27
below, Tenant shall continue to be responsible for the payment of Rent (as the same may be increased
pursuant to Section 20 below) until the Premises are so surrendered in accordance with said
provisions. Tenant shall indemnify, defend and hold the Indemnitees (hereafter defined) harmless
from and against any and all damages, expenses, costs, losses or liabilities arising from any delay
by Tenant in so surrendering the Premises including, without limitation, any damages, expenses,
costs, losses or liabilities arising from any claim against Landlord made by any succeeding tenant
or prospective tenant founded on or resulting from such delay and losses and damages suffered by
Landlord due to lost opportunities to lease any portion of the Premises to any such succeeding
tenant or prospective tenant, together with, in each case, actual attorneys' fees and costs.

11.Repairs and Maintenance

11.1Tenant's Repairs and Maintenance Obligations: Except for those
portions of the Building to be maintained by Landlord, as provided in Sections 11.2 and 11.3 below,
Tenant shall, at its sole cost and expense, keep and maintain all parts of the Premises and such
portions of the Building and improvements as are within the exclusive control of Tenant in good,
clean and safe condition and repair, promptly making all necessary repairs and replacements, whether
ordinary or extraordinary, with materials and workmanship of the same character, kind and quality as
the original thereof, all of the foregoing to the reasonable satisfaction of Landlord including, but
not limited to, repairing any damage caused by Tenant or any of Tenant's Representatives and
replacing any property so damaged by Tenant or any of Tenant's Representatives. Without limiting the
generality of the foregoing, Tenant shall be solely responsible for promptly maintaining, repairing
and replacing (a) all mechanical systems, heating, ventilation and air conditioning systems serving
the Premises, unless maintained by Landlord, (b) all plumbing work and fixtures, (c) electrical
wiring systems, fixtures and equipment exclusively serving the Premises, (d) all interior lighting
(including, without limitation, light bulbs and/or ballasts) and exterior lighting exclusively
serving the Premises or adjacent to the Premises, (e) all glass, windows, window frames, window
casements, skylights, interior and exterior doors, door frames and door closers, (f) all roll-up
doors, ramps and dock equipment, including without limitation, dock bumpers, dock plates, dock
seals, dock levelers and dock lights, (g) all tenant signage, (h) lifts for disabled persons serving
the Premises, (i) sprinkler systems, fire protection systems and security systems, except to the
extent maintained by Landlord, and (j) all partitions, fixtures, equipment, interior painting,
interior walls and floors, and floor coverings of the Premises and every part thereof (including,
without limitation, any demising walls contiguous to any portion of the Premises). Additionally,
Tenant shall be solely responsible for performance of the regular removal of trash and debris.
Tenant shall have no right of access to or right to install any device on the roof of the Building
nor make any penetrations of the roof of the Building without the express prior written consent of
Landlord, which consent shall not be withheld unreasonably.

11.2Maintenance by Landlord: Subject to the provisions of Section
11.1, and further subject to Tenant's obligation under Section 6 to reimburse Landlord, in the form
of Additional Rent, for Tenant's Share of the cost and expense of the following described items,
Landlord agrees to repair and maintain the following items: fire protection services; the roof and
roof coverings (provided that Tenant installs no additional air conditioning or other equipment on
the roof that damages the roof coverings, in which event Tenant shall pay all costs relating to the
presence of such additional equipment); the plumbing and mechanical systems serving the Building,
excluding the plumbing, mechanical and electrical systems exclusively serving the Premises; any rail
spur and rail crossing; exterior painting of the Building; and the parking areas, pavement,
landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the Common
Areas. Notwithstanding anything in this Section 11 to the contrary, Landlord shall have the right to
either repair or to require Tenant to repair any damage to any portion of the Premises and any other
portion of the Project caused by or created due to any act, omission, negligence or willful
misconduct of Tenant or any of Tenant Representatives and to restore the Premises and the other
affected portions of the Project, as applicable, to the condition existing prior to the occurrence
of such damage. If Landlord elects to perform such repair and restoration work, Tenant shall
reimburse Landlord upon demand for all costs and expenses incurred by Landlord in connection
therewith. Tenant shall promptly report, in writing, to Landlord any defective condition known to it
which Landlord is required to repair, and failure to so report any such defect shall make Tenant
responsible to Landlord for any liability incurred by Landlord by reason of such condition.

11.3Landlord's Repairs and Maintenance Obligations: Subject to the
provisions of Sections 11.1, 25 and 26, and except for repairs rendered necessary by the intentional
or negligent acts or omissions of Tenant or any of Tenant's Representatives, Landlord agrees, at
Landlord's sole cost and expense, to (a) keep in good repair the structural portions of the floors,
foundations and exterior perimeter walls of the Building (exclusive of glass and exterior doors),
and (b) replace the structural portions of the roof of the Building (excluding the roof
membrane).

11.4Tenant's Failure to Perform Repairs and Maintenance
Obligations: If Tenant refuses or neglects to repair and maintain the Premises and the other
areas properly as required herein and to the reasonable satisfaction of Landlord, Landlord may, but
without obligation to do so, at any time make such repairs or maintenance without Landlord having
any liability to Tenant for any loss or damage that may accrue to Tenant's Property or to Tenant's
business by reason thereof, except to the extent any damage is caused by the willful misconduct or
gross negligence of Landlord or its authorized agents and representatives. If Landlord makes such
repairs or maintenance, upon completion thereof Tenant shall pay to Landlord, as Additional Rent,
Landlord's costs and expenses incurred therefor. The obligations of Tenant hereunder shall survive
the expiration of the Term of this Lease or the earlier termination thereof. Tenant hereby waives
any right to repair at the expense of Landlord under any applicable Laws now or hereafter in effect
with respect to the Premises.

12.Insurance

12.1Types of Insurance: Tenant shall maintain in full force
and effect at all times during the Term of this Lease, at Tenant's sole cost and expense, for the
protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a
carrier or carriers reasonably acceptable to Landlord and its lender (which afford the following
coverages: (i) worker's compensation and employer's liability, as required by law; (ii) commercial
general liability insurance (occurrence form) providing coverage against any and all claims for
bodily injury and property damage occurring in, on or about the Premises arising out of Tenant's and
Tenant's Representatives' use or occupancy of the Premises. Such insurance shall include coverage
for blanket contractual liability, fire damage, premises, personal injury, completed operations and
products liability. Such insurance shall have a combined single limit of not less than Two Million
Dollars ($2,000,000) per occurrence with a Three Million Dollar ($3,000,000) aggregate limit and
excess/umbrella insurance in the amount of Three Million Dollars ($3,000,000). If Tenant has other
locations which it owns or leases, the policy shall include an aggregate limit per location
endorsement; (iii) comprehensive automobile liability insurance with a combined single limit of at
least $1,000,000 per occurrence for claims arising out of any company owned automobiles; (iv) "all
risk" or "special purpose" property insurance, including without limitation, sprinkler leakage,
covering damage to or loss of any of Tenant's Property and the Tenant Improvements located in, on or
about the Premises, and in addition, coverage for flood, earthquake, and business interruption of
Tenant, together with, if the property of any of Tenant's invitees, vendors or customers is to be
kept in the Premises, warehouser's legal liability or bailee customers insurance for the full
replacement cost of the property belonging to such parties and located in the Premises. Such
insurance shall be written on a replacement cost basis (without deduction for depreciation) in an
amount equal to one hundred percent (100%) of the full replacement value of the aggregate of the
items referred to in this clause (iv); and (v) such other insurance or higher limits of liability as
is then customarily required for similar types of buildings within the general vicinity of the
Project or as may be reasonably required by any of Landlord's lenders.

12.2Insurance Policies: Insurance required to be maintained by
Tenant shall be written by companies (i) licensed to do business in the State of California, (ii)
domiciled in the United States of America, and (iii) having a "General Policyholders Rating" of at
least A:X (or such higher rating as may be required by a lender having a lien on the Premises) as
set forth in the most current issue of "A.M. Best's Rating Guides." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed Five Thousand Dollars ($5,000). Tenant
shall deliver to Landlord certificates of insurance and true and complete copies of any and all
endorsements required herein for all insurance required to be maintained by Tenant hereunder at the
time of execution of this Lease by Tenant. Tenant shall, at least fifteen (15) days prior to
expiration of each policy, furnish Landlord with certificates of renewal or "binders" thereof. Each
certificate shall expressly provide that such policies shall not be cancelable or otherwise subject
to material modification except after thirty (30) days prior written notice to the parties named as
additional insureds as required in this Lease (except for cancellation for nonpayment of premium, in
which event cancellation shall not take effect until at least ten (10) days' notice has been given
to Landlord). Tenant shall have the right to provide insurance coverage which it is obligated to
carry pursuant to the terms of this Lease under a blanket insurance policy, provided such blanket
policy expressly affords coverage for the Premises and for Landlord as required by this Lease.

12.3Additional Insureds and Coverage: Each of Landlord,
Landlord's property management company or agent, and Landlord's lender(s) having a lien against the
Premises or any other portion of the Project shall be named as additional insureds or loss payees
(as applicable) under all of the policies required in Section 12.1(ii) and, with respect to the
Tenant Improvements, in Section 12.1(iv) hereof. Additionally, all of such policies shall provide
for severability of interest. All insurance to be maintained by Tenant shall, except for workers'
compensation and employer's liability insurance, be primary, without right of contribution from
insurance maintained by Landlord. Any umbrella/excess liability policy (which shall be in "following
form") shall provide that if the underlying aggregate is exhausted, the excess coverage will drop
down as primary insurance. The limits of insurance maintained by Tenant shall not limit Tenant's
liability under this Lease. It is the parties' intention that the insurance to be procured and
maintained by Tenant as required herein shall provide coverage for any and all damage or injury
arising from or related to Tenant's operations of its business and/or Tenant's or Tenant's
Representatives' use of the Premises and any of the areas within the Project. Notwithstanding
anything to the contrary contained herein, to the extent Landlord's cost of maintaining insurance
with respect to the Building and/or any other buildings within the Project is increased as a result
of Tenant's acts, omissions, Alterations, improvements, use or occupancy of the Premises, Tenant
shall pay one hundred percent (100%) of, and for, each such increase as Additional Rent.

12.4Failure of Tenant to Purchase and Maintain Insurance:
If Tenant fails to obtain and maintain the insurance required herein throughout the Term of this
Lease, Landlord may, but without obligation to do so, purchase the necessary insurance and pay the
premiums therefor. If Landlord so elects to purchase such insurance, Tenant shall promptly pay to
Landlord as Additional Rent, the amount so paid by Landlord, upon Landlord's demand therefor. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as Additional Rent, any and all
losses, damages, expenses and costs which Landlord may sustain or incur by reason of Tenant's
failure to obtain and maintain such insurance.

12.5Waiver of Subrogation: Landlord and Tenant hereby
mutually waive their respective rights of recovery against each other for any loss of, or damage to,
either parties' property to the extent that such loss or damage is insured by an insurance policy
required to be in effect at the time of such loss or damage. Each party shall obtain any special
endorsements, if required by its insurer, whereby the insurer waives its rights of subrogation
against the other party. This provision is intended to waive fully, and for the benefit of the
parties hereto, any rights and/or claims which might give rise to a right of subrogation in favor of
any insurance carrier.

12.6Landlord's Insurance: Landlord shall maintain in full
force and effect during the Term of this Lease, subject to reimbursement as provided in Section 6,
policies of insurance which afford such coverages as are commercially reasonable and as is
consistent with other properties in Landlord's portfolio. Notwithstanding the foregoing, Landlord
shall obtain and keep in force during the Term of this Lease, as an item of Operating Expenses, a
policy or policies in the name of Landlord, with loss payable to Landlord and to the holders of any
mortgages, deeds of trust or ground leases on the Premises ("Lender(s)"), insuring loss or damage to
the Building, including all improvements, fixtures (other than trade fixtures) and permanent
additions, and insuring for loss of rents for a period of at least nine (9) months commencing on the
date of such loss. However, all alterations, additions and improvements made to the Premises by
Tenant (other than the Tenant Improvements) shall be insured by Tenant rather than by Landlord. The
amount of such insurance procured by Landlord shall be equal to at least eighty percent (80%) of the
full replacement cost of the Building, including all improvements and permanent additions as the
same shall exist from time to time, or the amount required by Lenders. At Landlord's option, such
policy or policies shall insure against all risks of direct physical loss or damage (including,
without limitation, the perils of flood and earthquake), including coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the enforcement of any
ordinance or law regulating the reconstruction or replacement of any undamaged sections of the
Building required to be demolished or removed by reason of the enforcement of any building, zoning,
safety or land use laws as the result of a covered cause of loss. If any such insurance coverage
procured by Landlord has a deductible clause, the deductible shall not exceed commercially
reasonable amounts, and in the event of any casualty, the amount of such deductible shall be an item
of Operating Expenses as so limited. Notwithstanding anything to the contrary contained herein, to
the extent the cost of maintaining insurance with respect to the Building and/or any other buildings
within the Park is increased as a result of Tenant's acts, omissions, use or occupancy of the
Premises, Tenant shall pay one hundred percent (100%) of, and for, such increase(s) as Additional
Rent.

13.Limitation of Liability and Indemnity

Except to the extent of damage resulting from the gross negligence or willful
misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with
counsel reasonably acceptable to Landlord) and hold Landlord and Landlord's lenders, partners,
members, property management company (if other than Landlord), agents, directors, officers,
employees, representatives, contractors, successors and assigns and each of their respective
partners, members, directors, heirs, employees, representatives, agents, contractors, heirs,
successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from
and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges
and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the
prosecution or defense of any litigation including the enforcement of this provision) (collectively,
"Claims") arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's
Representatives' use of the Premises and other portions of the Project, (ii) the conduct of Tenant's
business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about
the Premises, (iv) in any way connected with the Premises, the Alterations or with the Tenant's
Property therein, including, but not limited to, any liability for injury to person or property of
Tenant, Tenant's Representatives or third party persons, and/or (v) Tenant's failure to perform any
covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant
herein shall survive the expiration or earlier termination of this Lease.

Except to the extent of damage resulting from the gross negligence or willful
misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law,
Tenant agrees that neither Landlord nor any of the Indemnitees shall at any time or to any extent
whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death
or damage to persons or property which at any time may be suffered or sustained by Tenant or by any
person(s) whomsoever who may at any time be using, occupying or visiting the Premises or any other
portion of the Project, including, but not limited to, any acts, errors or omissions of any other
tenants or occupants of the Project. Tenant shall not, in any event or circumstance, be permitted to
offset or otherwise credit against any payments of Rent required herein for matters for which
Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable
for any interference with light or air.

14.Assignment and Subleasing

14.1Prohibition: Except to a Related Entity in accordance with the
provisions of Section 14.8 below, Tenant shall not, without the prior written consent of Landlord,
assign, mortgage, hypothecate, encumber, grant any license or concession, pledge or otherwise
transfer this Lease or any interest herein, permit any assignment or other such transfer of this
Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or
permit the use of the Premises by any persons other than Tenant and Tenant's Representatives (all of
the foregoing are sometimes referred to collectively as "Transfers" and any person to whom any
Transfer is made or sought to be made is sometimes referred to as a "Transferee"). No consent to any
Transfer shall constitute a waiver of the provisions of this Section 14, and all subsequent
Transfers may be made only with the prior written consent of Landlord, which consent shall not be
unreasonably withheld, but which consent shall be subject to the provisions of this Section 14.

14.2Request for Consent: If Tenant seeks to make a Transfer
other than a transfer to a Related Entity, Tenant shall notify Landlord, in writing, and deliver to
Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the
proposed commencement date of the Transfer (the "Proposed Effective Date") the following information
and documents (the "Tenant's Notice"): (i) a description of the portion of the Premises to be
transferred (the "Subject Space"); (ii) all of the terms of the proposed Transfer including without
limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy
of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer;
(iii) current financial statements of the proposed Transferee certified by an officer, member,
partner or owner thereof, and any such other information as Landlord may then reasonably require,
including without limitation, audited financial statements for the previous three (3) most recent
consecutive fiscal years; (iv) the Plans and Specifications (defined below), if any; and (v) such
other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant's
Notice by registered or certified mail addressed to Landlord at Landlord's Address specified in the
Basic Lease Information. Within thirty (30) days after Landlord's receipt of the Tenant's Notice
(the "Landlord Response Period") Landlord shall notify Tenant, in writing, of its determination with
respect to such requested proposed Transfer and the election to recapture as set forth in Section
14.5 below. If Landlord does not elect to recapture pursuant to the provisions of Section 14.5
hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign
its interests in and to this Lease or sublease all or a portion of the Premises to the same party
and on the same terms as set forth in the Tenant's Notice. If Landlord fails to respond to Tenant's
Notice within Landlord's Response Period, then, after Tenant delivers to Landlord thirty (30) days
written notice (the "Second Response Period") and Landlord fails to respond thereto prior to the end
of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

14.3Criteria for Consent: Tenant acknowledges and agrees that,
among other circumstances for which Landlord could reasonably withhold consent to a proposed
Transfer, it shall be reasonable for Landlord to withhold its consent where (a) Tenant is or has
been in default of its obligations under this Lease beyond applicable notice and cure periods, (b)
the use to be made of the Premises by the proposed Transferee is prohibited under this Lease or
differs from the uses permitted under this Lease, (c) the proposed Transferee or its business is
subject to compliance with additional requirements of the ADA beyond those requirements which are
applicable to Tenant, unless the proposed Transferee shall (1) first deliver plans and
specifications for complying with such additional requirements (the "Plans and Specifications") and
obtain Landlord's written consent thereto, and (2) comply with all Landlord's conditions contained
in such consent, (d) the proposed Transferee does not intend to occupy a substantial portion of the
Premises assigned or sublet to it, (e) Landlord reasonably disapproves of the proposed Transferee's
business operating ability or history, reputation or creditworthiness or the character of the
business to be conducted by the proposed Transferee at the Premises, (f) the proposed Transferee is
a governmental agency or unit or an existing tenant in the Project, (g) the proposed Transfer would
violate any "exclusive" rights of any occupants in the Project or cause Landlord to violate another
agreement or obligation to which Landlord is a party or otherwise subject, (h) Landlord or
Landlord's agent has shown space in the Project to the proposed Transferee or responded to any
inquiries from the proposed Transferee or the proposed Transferee's agent concerning availability of
space in the Project, at any time within the preceding six (6) months, (i) Landlord otherwise
determines that the proposed Transfer would have the effect of decreasing the value of the Building
or the Project, or increasing the expenses associated with operating, maintaining and repairing the
Project, (j) either the proposed Transferee, or any person or entity which directly or indirectly,
controls, is controlled by, or is under common control with, the proposed Transferee: (i) occupies
space in the Building at the time of the request for consent, or (ii) is negotiating with Landlord
to lease space in the Building at such time, (k) the Transfer occurs during the time period between
the Commencement Date and the date that at least ninety percent (90%) of the rentable square feet of
the Building is leased, (l) the rent proposed to be charged by Tenant to the proposed Transferee
during the term of such Transfer, calculated using a present value analysis, is less than ninety-
five percent (95%) of the rent then being quoted by Landlord, at the proposed time of such Transfer,
for comparable space in the Building or any other Building in the Project for a comparable term,
calculated using a present value system, or (m) the proposed Transferee will use, store or handle
Hazardous Materials (defined below) in or about the Premises of a type, nature or quantity not then
acceptable to Landlord.

14.4Effectiveness of Transfer and Continuing Obligations: Prior to
the date on which any permitted Transfer becomes effective, Tenant shall deliver to Landlord (i) a
counterpart of the fully executed Transfer document, (ii) an executed Hazardous Materials Disclosure
Certificate substantially in the form of Exhibit E hereto (the "Transferee HazMat
Certificate"), and (iii) Landlord's standard form of Consent to Assignment or Consent to Sublease,
as applicable, executed by Tenant and the Transferee in which each of Tenant and the Transferee
confirms its obligations pursuant to this Lease. Failure or refusal of a Transferee to execute any
such consent instrument shall not release or discharge the Transferee from its obligation to do so
or from any liability as provided herein. The voluntary, involuntary or other surrender of this
Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger, and any
such surrender or cancellation shall, at the option of Landlord, either terminate all or any
existing subleases or operate as an assignment to Landlord of any or all of such subleases. Each
permitted Transferee shall assume and be deemed to assume this Lease and shall be and remain liable
jointly and severally with Tenant for payment of Rent and for the due performance of, and compliance
with all the terms, covenants, conditions and agreements herein contained on Tenant's part to be
performed or complied with, for the Term of this Lease. No Transfer shall affect the continuing
primary liability of Tenant (which, following assignment, shall be joint and several with the
assignee), and Tenant shall not be released from performing any of the terms, covenants and
conditions of this Lease. An assignee of Tenant shall become directly liable to Landlord for all
obligations of Tenant hereunder, but no Transfer by Tenant shall relieve Tenant of any obligations
or liability under this Lease whether occurring before or after such consent, assignment, subletting
or other Transfer. The acceptance of any or all of the Rent by Landlord from any other person
(whether or not such person is an occupant of the Premises) shall not be deemed to be a waiver by
Landlord of any provision of this Lease or to be a consent to any Transfer. For purposes hereof, if
Tenant is a business entity, direct or indirect transfer of fifty percent (50%) or more of the
ownership interest of the entity (whether in a single transaction or in the aggregate through more
than one transaction) shall be deemed a Transfer and shall be subject to all the provisions hereof.
Any and all options, first rights of refusal, tenant improvement allowances and other similar rights
granted to Tenant in this Lease, if any, shall not be assignable by Tenant unless expressly
authorized in writing by Landlord. Except for a Transfer to a Related Entity as provided herein, any
transfer made without Landlord's prior written consent, shall, at Landlord's option, be null, void
and of no effect, and shall, at Landlord's option, constitute a material default by Tenant of this
Lease. As Additional Rent hereunder, Tenant shall pay to Landlord, a fee in the amount of seven
hundred fifty dollars ($750) plus Tenant shall promptly reimburse Landlord for actual
reasonable legal and other expenses incurred by Landlord in connection with any actual or proposed
Transfer.

14.5Recapture: Except with respect to a Transfer to a Related
Entity in accordance with Section 14.8 below, if the Transfer (i) by itself or taken together with
then existing or pending Transfers covers or totals, as the case may be, more than thirty-five
percent (35%) of the rentable square feet of the Premises, or (ii) is for a term which by itself or
taken together with then existing or pending Transfers is greater than fifty percent (50%) of the
period then remaining in the Term of this Lease as of the time of the Proposed Effective Date, then
Landlord shall have the right, to be exercised by giving written notice to Tenant (the "Landlord's
Recapture Notice"), to recapture the Subject Space described in the Tenant's Notice. If within
fifteen (15) days of Landlord's delivery to Tenant of the Landlord's Recapture Notice Tenant does
not deliver to Landlord written notice (the "Tenant's Recapture Rescission Notice") that Tenant has
elected (i) not to consummate such proposed Transfer, and (ii) to rescind the request to enter into
such proposed Transfer, such Landlord's Recapture Notice shall serve to terminate this Lease with
respect to the proposed Subject Space, or, if the proposed Subject Space covers all the Premises, it
shall serve to terminate the entire Term of this Lease, in either case, as of the Proposed Effective
Date. However, no termination of this Lease with respect to part or all of the Premises shall become
effective without the prior written consent, where necessary, of the holder of each deed of trust
encumbering the Premises or any other portion of the Project. If this Lease is terminated pursuant
to the foregoing provisions regarding Landlord's recapture right with respect to less than the
entire Premises, the Rent shall be adjusted on the basis of the proportion of rentable square feet
retained by Tenant to the rentable square feet originally demised and this Lease as so amended shall
continue thereafter in full force and effect.

14.6Transfer Premium: If Landlord consents to a Transfer, as a
condition thereto which the Tenant hereby agrees is reasonable, Tenant shall pay to Landlord, as
Additional Rent any "Transfer Premium" received by Tenant from such Transferee. The term "Transfer
Premium" shall mean all rent, additional rent and other consideration (excluding compensation for
Tenant's Property as defined in this Lease) payable by such Transferee which either initially or
over the term of the Transfer exceeds the Rent or pro rata portion of the Rent, as the case may be,
for such space reserved in the Lease. Tenant shall pay the Landlord monthly, as Additional Rent, at
the same time as the monthly installments of Rent are payable hereunder, fifty percent (50%) of the
Transfer Premium with no deduction whatsoever for of any and all expenses and costs of Tenant
related to such Transfer.

14.7Waiver: Notwithstanding any Transfer, or any indulgences,
waivers or extensions of time granted by Landlord to any Transferee, or failure by Landlord to take
action against any Transferee, Tenant agrees that Landlord may, at its option, proceed against
Tenant without having taken action against or joined such Transferee, except that Tenant shall have
the benefit of any indulgences, waivers and extensions of time granted to any such Transferee.

14.8Related Entities: Notwithstanding anything to the contrary
contained in this Section 14, so long as Tenant delivers to Landlord (1) at least fifteen (15)
business days prior written notice of its intention to Transfer the Premises to any Related Entity,
which notice shall set forth the name of the Related Entity, (2) a copy of the proposed agreement
pursuant to which such Transfer shall be effectuated, and (3) such other information concerning the
Related Entity as Landlord may reasonably require, including without limitation, information
regarding any change in the proposed use of any portion of the Premises and any financial
information with respect to such Related Entity, and so long as (i) any change in the proposed use
of the subject portion of the Premises is in conformance with the uses permitted to be made under
this Lease and do not involve the use or storage of any Hazardous Materials except as otherwise
expressly permitted under Section 29 of this Lease, and (ii) at the time of the proposed assignment
or sublease, the net profits and financial condition of the Related Entity is reasonably adequate
and sufficient in relation to the then remaining obligations of Tenant under this Lease, then Tenant
may effect a Transfer (X) to any Related Entity, or (Y) in connection with any merger, consolidation
or sale of substantially all of the assets of Tenant, a sale of all or substantially all of the
stock of Tenant, or a public offering of all of Tenant's stock without having to obtain the prior
written consent of Landlord thereto. For purposes of this Lease the term "Related Entity" shall mean
and refer to any corporation or entity which controls, is controlled by or is under common control
with Tenant, as all of such terms are customarily used in the industry.

15.Subordination

To the fullest extent permitted by law, this Lease, the rights of Tenant
under this Lease and Tenant's leasehold interest shall be subject and subordinate at all times to:
(i) all ground leases or underlying leases which may now exist or hereafter be executed affecting
the Building, the Lot, or any other portion of the Project, and (ii) the lien of any mortgage or
deed of trust which may now or hereafter exist for which the Building, the Lot, ground leases or
underlying leases, any other portion of the Project or Landlord's interest or estate in any of said
items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor,
mortgagee, or any beneficiary shall have the right to require this Lease be superior to any such
ground leases or underlying leases or any such liens, mortgage or deed of trust. If any ground lease
or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to and become the
Tenant of the successor in interest to Landlord, provided such successor in interest will not
disturb Tenant's use, occupancy or quiet enjoyment of the Premises if Tenant is not in material
default of the terms and provisions of this Lease. The successor in interest to Landlord following
foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any
prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to
any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of
more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance
pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any
Security Deposit not actually received by such successor in interest to the extent any portion or
all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord
shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or
refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in
interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any
lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in
the form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional
documents evidencing the priority or subordination of this Lease with respect to any such ground
leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant hereby agrees
that if at any time during the Term of this Lease, Landlord places a lien of a deed of trust
against, the Premises, the Building and the Lot in favor of Principal Mutual Life Insurance Company
(the "Related Lender"), Tenant shall sign, notarize and deliver a subordination, non-disturbance and
attornment agreement substantially in the form of Exhibit J attached hereto, entitled
"Subordination, Non-Disturbance and Attornment Agreement." If Landlord at any time during the Term
of the Lease causes the Premises, the Building and the Lot to be encumbered by a deed of trust or
mortgage pursuant to which the beneficiary of such deed of trust or mortgage is a party or entity
other than the Related Lender, the parties acknowledge and agree that the form of any non-
disturbance and attornment agreement that may be requested to be executed and delivered by Tenant in
connection therewith may not be the "Subordination, Non-Disturbance and Attornment Agreement"
attached to the Lease as Exhibit J, but such agreement will be a similar commercially
reasonable form which will not adversely affect Tenant's rights hereunder. If the foregoing occurs
and/or if any party which acquires, or otherwise succeeds to, Landlord's interest in the Premises,
the Building or the Lot (including without limitation, any ground lessee) encumbers or places a lien
against the Premises, the Building or the Lot with a mortgage, deed of trust or similar security
instrument and the beneficiary thereof requires this Lease to be subordinated to such encumbrance or
lien, Landlord or the successor of Landlord will use commercially reasonable efforts to provide to
Tenant a subordination, non-disturbance and attornment agreement in form reasonably acceptable to
Landlord or such successor of Landlord, the subject beneficiary and Tenant. If said subordination,
non-disturbance and attornment agreement is required and agreed upon by the aforesaid parties,
Landlord or the successor of Landlord, the subject beneficiary and Tenant shall cause any such
subordination, non-disturbance and attornment agreement to be executed, acknowledged and recorded
concurrently with, or as soon as practicable after, the execution and recordation of any such lien,
deed of trust or mortgage. In addition to the foregoing, if Landlord enters into a ground lease with
regard to the Building and/or the Lot and such ground lessee requires this Lease to be subordinated
to such ground lease, Landlord, the ground lessee and ground lessor will use commercially reasonable
efforts to provide to Tenant a subordination, non-disturbance and attornment agreement in form
reasonably acceptable to such Landlord, ground lessee, ground lessor, any beneficiary of ground
lessee, and to Tenant.

16.Right of Entry

Landlord and its agents shall have the right to enter the Premises with
twenty-four (24) hours' written or verbal notice at all reasonable times for purposes of inspection,
exhibition, posting of notices, investigation, replacements, repair, maintenance and alteration,
subject, however, to Tenant's reasonable security procedures. Tenant shall use its best efforts to
cooperate with Landlord and Landlord's Representatives with respect to Landlord's right of entry
herein. It is further agreed that Landlord shall have the right to use any and all means Landlord
deems necessary to enter the Premises in an emergency. Landlord shall have the right to place "for
rent" or "for lease" signs on the outside of the Premises, the Building and in the Common Areas.
Landlord shall also have the right to place "for sale" signs on the outside of the Building and in
the Common Areas. Tenant hereby waives any Claim from damages or for any injury or inconvenience to
or interference with Tenant's business, or any other loss occasioned thereby except for any Claim
for any of the foregoing arising out of the sole active gross negligence or willful misconduct of
Landlord or its authorized representatives. Notwithstanding the foregoing, Landlord and its agents
may enter the Premises at any time without prior notice in the event of an emergency which
determination of such emergency shall be in Landlord's sole but reasonable judgment.

17.Estoppel Certificate

Tenant shall execute (and acknowledge if required by any lender or ground
lessor) and deliver to Landlord, within ten (10) calendar days after Landlord provides such to
Tenant, a statement in writing certifying that this Lease is unmodified and in full force and effect
(or, if modified, stating the nature of such modification), the date to which the Rent and other
charges are paid in advance, if any, acknowledging that there are not, to Tenant's knowledge, any
uncured defaults on the part of Landlord hereunder or specifying such defaults as are claimed, and
such other matters as Landlord may reasonably require. Any such statement may be conclusively relied
upon by Landlord and any prospective purchaser or encumbrancer of the Building or other portions of
the Project. Tenant's failure to deliver such statement within such time shall be conclusive upon
the Tenant that (a) this Lease is in full force and effect, without modification except as may be
represented by Landlord; (b) there are no uncured defaults in Landlord's performance; and (c) not
more than one month's Rent has been paid in advance, except in those instances when Tenant pays Rent
quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent has been
paid in advance.

18.Tenant's Default

The occurrence of any one or more of the following events shall, at
Landlord's option, constitute a material default by Tenant of the provisions of this Lease:

18.1The abandonment (as statutorily defined) of the Premises by
Tenant or the vacation of the Premises by Tenant which would cause any insurance policy to be
invalidated or otherwise lapse;

18.2The failure by Tenant to make any payment of Rent, Additional
Rent or any other payment required hereunder within five (5) days after Landlord's delivery of
written notice to Tenant that said payment is past due. Tenant agrees that any such written notice
delivered by Landlord, to the fullest extent permitted by Law, shall serve as the statutorily
required notice under applicable Law;

18.3The failure by Tenant to observe, perform or comply with any
of the conditions, covenants or provisions of this Lease (except failure to make any payment of Rent
and/or Additional Rent) and such failure is not cured within (i) thirty (30) days of the date on
which Landlord delivers written notice of such failure to Tenant for all failures other than with
respect to (a) Hazardous Materials (defined in Section 27 hereof), (b) Tenant making the repairs,
maintenance and replacements required under the provisions of Section 11.1 hereof, or (c) the timely
delivery by Tenant of a subordination, non-disturbance and attornment agreement (an "SNDA"), a
counterpart of a fully executed Transfer document and a consent thereto (collectively, the "Transfer
Documents"), an estoppel certificate and insurance certificates, (ii) ten (10) days of the date on
which Landlord delivers written notice of such failure to Tenant for all failures in any way related
to Hazardous Materials or Tenant failing to timely make the repairs, maintenance or replacements
required by Section 11.1, (iii) the time period, if any, specified in the applicable sections of
this Lease with respect to subordination, assignment and sublease, estoppel certificates and
insurance, and (iv) Tenant's use of the Premises which will increase the existing rate of or affect
any policy of fire or other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy as required by Section 9.2 herein. However, Tenant shall not be
in default of its obligations hereunder if such failure (other than any failure of Tenant to timely
and properly make the repairs, maintenance, or replacements required by Section 11.1, or timely
deliver an SNDA, the Transfer Documents, an estoppel certificate or insurance certificates, for
which no additional cure period shall be given to Tenant) cannot reasonably be cured within such
thirty (30) or ten (10) day period, as applicable, and Tenant promptly commences, and thereafter
diligently proceeds with same to completion, all actions necessary to cure such failure as soon as
is reasonably possible, but in no event shall the completion of such cure be later than sixty (60)
days after the date on which Landlord delivers to Tenant written notice of such failure, unless
Landlord, acting reasonably and in good faith, otherwise expressly agrees in writing to a longer
period of time based upon the circumstances relating to such failure as well as the nature of the
failure and the nature of the actions necessary to cure such failure; or

18.4The making of a general assignment by Tenant for the benefit
of creditors, the filing of a voluntary petition by Tenant or the filing of an involuntary petition
by any of Tenant's creditors seeking the rehabilitation, liquidation, or reorganization of Tenant
under any law relating to bankruptcy, insolvency or other relief of debtors and, in the case of an
involuntary action, the failure to remove or discharge the same within sixty (60) days of such
filing, the appointment of a receiver or other custodian to take possession of substantially all of
Tenant's assets or this leasehold, Tenant's insolvency or inability to pay Tenant's debts or failure
generally to pay Tenant's debts when due, any court entering a decree or order directing the winding
up or liquidation of Tenant or of substantially all of Tenant's assets, Tenant taking any action
toward the dissolution or winding up of Tenant's affairs, the cessation or suspension of Tenant's
use of the Premises, or the attachment, execution or other judicial seizure of substantially all of
Tenant's assets or this leasehold.

19.Remedies for Tenant's Default

19.1Landlord's Rights: In the event of Tenant's material
default under this Lease, Landlord may terminate Tenant's right to possession of the Premises by any
lawful means in which case upon delivery of written notice by Landlord this Lease shall terminate on
the date specified by Landlord in such notice and Tenant shall immediately surrender possession of
the Premises to Landlord. In addition, the Landlord shall have the immediate right of re-entry
whether or not this Lease is terminated, and if this right of re-entry is exercised following
abandonment of the Premises by Tenant, Landlord may consider any of Tenant's Property left on the
Premises to also have been abandoned. No re-entry or taking possession of the Premises by Landlord
pursuant to this Section 19 shall be construed as an election to terminate this Lease unless a
written notice of such intention is given to Tenant. If Landlord relets the Premises or any portion
thereof, Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting
the Premises or any part thereof, including, without limitation, broker's commissions, expenses of
cleaning, redecorating, and further improving the Premises and other similar costs (collectively,
the "Reletting Costs"). Any and all of the Reletting Costs shall be fully chargeable to Tenant and
shall not be prorated or otherwise amortized in relation to any new lease for the Premises or any
portion thereof. Reletting may be for a period shorter or longer than the remaining term of this
Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. No act by
Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance,
efforts to relet the Premises or the appointment of a receiver on Landlord's initiative to protect
Landlord's interest under this Lease shall not constitute a termination of Tenant's right to
possession. So long as this Lease is not terminated, Landlord shall have the right to remedy any
default of Tenant, to maintain or improve the Premises, to cause a receiver to be appointed to
administer the Premises and new or existing subleases and to add to the Rent payable hereunder all
of Landlord's reasonable costs in so doing, with interest at the maximum rate permitted by law from
the date of such expenditure.

19.2Damages Recoverable: If Tenant breaches this Lease and
abandons (as statutorily defined) the Premises before the end of the Term, or if Tenant's right to
possession is terminated by Landlord because of a breach or default under this Lease, then in either
such case, Landlord may recover from Tenant all damages suffered by Landlord as a result of Tenant's
failure to perform its obligations hereunder, including without limitation, the unamortized cost of
any Tenant Improvements constructed by or on behalf of Tenant pursuant to Exhibit B hereto to
the extent Landlord has paid for such improvements, the unamortized portion of any broker's or
leasing agent's commission incurred with respect to the leasing of the Premises to Tenant for the
balance of the Term of the Lease remaining after the date on which Tenant is in default of its
obligations hereunder, and all Reletting Costs, and the worth at the time of the award (computed in
accordance with paragraph (3) of Subdivision (a) of Section 1951.2 of the California Civil Code) of
the amount by which the Rent then unpaid hereunder for the balance of the Lease Term exceeds the
amount of such loss of Rent for the same period which Tenant proves could be reasonably avoided by
Landlord and in such case, Landlord prior to the award, may relet the Premises for the purpose of
mitigating damages suffered by Landlord because of Tenant's failure to perform its obligations
hereunder; provided, however, that even though Tenant has abandoned the Premises following such
breach, this Lease shall nevertheless continue in full force and effect for as long as Landlord does
not terminate Tenant's right of possession, and until such termination, Landlord shall have the
remedy described in Section 1951.4 of the California Civil Code (Landlord may continue this Lease in
effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the
right to sublet or assign, subject only to reasonable limitations) and may enforce all its rights
and remedies under this Lease, including the right to recover the Rent from Tenant as it becomes due
hereunder. The "worth at the time of the award" within the meaning of Subparagraphs (a)(1) and
(a)(2) of Section 1951.2 of the California Civil Code shall be computed by allowing interest at the
rate of ten percent (10%) per annum. Tenant waives redemption or relief from forfeiture under
California Code of Civil Procedure Sections 1174 and 1179 (or any successor or substitute statute),
or under any other present or future law, in the event Tenant is evicted or Landlord takes
possession of the Premises by reason of any default of Tenant hereunder. Tenant hereby waives for
Tenant and for all those claiming under Tenant all rights now or hereafter existing to redeem by
order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the
Premises after any termination of this Lease.

19.3Rights and Remedies Cumulative: The foregoing rights
and remedies of Landlord are not exclusive; they are cumulative in addition to any rights and
remedies now or hereafter existing at law, in equity by statute or otherwise, or to any equitable
remedies Landlord may have, and to any remedies Landlord may have under bankruptcy laws or laws
affecting creditors' rights generally. In addition to all remedies set forth above, if Tenant
materially defaults under this Lease, all options granted to Tenant hereunder shall automatically
terminate, unless otherwise expressly agreed to in writing by Landlord.

20.Holding Over

If Tenant holds over after the expiration of the Lease Term hereof, with or
without the express or implied consent of Landlord, such tenancy shall be from month-to-month only,
and shall not constitute a renewal hereof or an extension for any further term, and in such case
Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) of the
greater of (i) the Base Rent applicable during the last rental period of the Lease Term under this
Lease or (ii) the fair market rental rate for the Premises as of the commencement of such holdover
period. Such month-to-month tenancy shall be subject to every other term, covenant and agreement
contained herein. Landlord hereby expressly reserves the right to require Tenant to surrender
possession of the Premises to Landlord as provided in this Lease upon the expiration or other
termination of this Lease. The provisions of this Section 20 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant
fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any
other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold
Landlord harmless from all Claims resulting from such failure, including but not limited to, any
Claims made by any succeeding tenant founded upon such failure to surrender, and any lost profits to
Landlord resulting therefrom.

21.Landlord's Default

Landlord shall not be considered in default of this Lease unless Landlord
fails within a reasonable time to perform an obligation required to be performed by Landlord
hereunder. For purposes hereof, a reasonable time shall not be less than thirty (30) days after
receipt by Landlord of written notice specifying the nature of the obligation Landlord has not
performed; provided, however, that if the nature of Landlord's obligation is such that more than
thirty (30) days, after receipt of written notice, is reasonably necessary for its performance, then
Landlord shall not be in default of this Lease if performance of such obligation is commenced within
such thirty (30) day period and thereafter diligently pursued to completion.

22.Parking

Tenant may use the number of non-designated and non-exclusive parking spaces
specified in the Basic Lease Information. Landlord shall exercise reasonable efforts to ensure that
such spaces are available to Tenant for its use, but Landlord shall not be required to enforce
Tenant's right to use the same. In no event shall Tenant or any of Tenant's Representatives park or
permit any parking of vehicles overnight.

23.Transfer of Landlord's Interest

If there is any sale or other transfer of the Premises or any other portion
of the Project by Landlord or any of Landlord's interest therein, Landlord shall automatically be
entirely released from all liability under this Lease and Tenant agrees to look solely to such
transferee for the performance of Landlord's obligations hereunder after the date of such transfer.
A ground lease or similar long term lease by Landlord of the entire Building or Lot, of which the
Premises are a part, shall be deemed a sale within the meaning of this Section 23. Tenant agrees to
attorn to such new owner provided such new owner does not disturb Tenant's use, occupancy or quiet
enjoyment of the Premises so long as Tenant is not in material default of any of the provisions of
this Lease.

24.Waiver

No delay or omission in the exercise of any right or remedy of either party
on any default by the other party shall impair such a right or remedy or be construed as a waiver.
The subsequent acceptance of Rent by Landlord after default by Tenant of this Lease shall not be
deemed a waiver of such default, other than a waiver of timely payment for the particular Rent
payment involved, and shall not prevent Landlord from maintaining an unlawful detainer or other
action based on such breach. No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly Rent and other sums due hereunder shall be deemed to be other than on account of the
earliest Rent or other sums due, nor shall any endorsement or statement on any check or accompanying
any check or payment be deemed an accord and satisfaction; and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such Rent or other sum or
pursue any other remedy provided in this Lease. No failure, partial exercise or delay on the
part of either party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof.

25.Casualty Damage

25.1Casualty. If the Premises or any part [excluding any of Tenant's
Property, any Tenant Improvements and any Alterations installed by or for the benefit of Tenant
(collectively, the "Tenant's FF&E")] shall be damaged or destroyed by fire or other casualty,
Tenant shall give immediate written notice thereof to Landlord. Within sixty (60) days after receipt
by Landlord of such notice, Landlord shall notify Tenant, in writing, whether the necessary repairs
can reasonably be made, as reasonably determined by Landlord: (a) within ninety (90) days; (b) in
more than ninety (90) days but in less than one hundred eighty (180) days; or (c) in more than one
hundred eighty (180) days, from the date of Tenant's written notice.

25.1.1Minor Insured Damage. If the Premises (other than the
Tenant's FF&E) are damaged only to such extent that repairs, rebuilding and/or restoration can
be reasonably completed within ninety (90) days, this Lease shall not terminate and, provided that
insurance proceeds are available and paid to Landlord to fully repair the damage and/or Tenant
otherwise voluntarily contributes any shortfall thereof to Landlord, Landlord shall repair the
Premises to substantially the same condition that existed prior to the occurrence of such casualty,
except Landlord shall not be required to rebuild, repair, or replace any of Tenant's FF&E. The
Rent payable hereunder shall be abated proportionately from the date and to the extent Tenant
vacates the affected portions of the Premises until any and all repairs required herein to be made
by Landlord are substantially completed but such abatement shall only be to the extent (i) of the
portion of the Premises which is actually rendered unusable and unfit for occupancy and only during
the time Tenant is not actually using same, and (ii) Landlord receives rental abatement insurance
proceeds therefor.

25.1.2Insured Damage Requiring More Than 90 Days To Repair. If
the Premises (other than the Tenant's FF&E) are damaged only to such extent that repairs,
rebuilding and/or restoration can be reasonably completed, as reasonably determined by Landlord, in
more than ninety (90) days but in less than one hundred eighty (180) days, then Landlord shall have
the option of: (a) terminating the Lease effective upon making the determination of the extent of
such damage, in which event the Rent shall be abated from the date of the occurrence of such damage,
provided Tenant diligently proceeds to and expeditiously vacates the Premises (but, in all events
Tenant must vacate and surrender the Premises to Landlord by no later than ten (10) business days
thereafter or there shall not be any abatement of Rent until Tenant so vacates the Premises ); or
(b) electing to repair the Premises to substantially the same condition that existed prior to the
occurrence of such casualty, provided insurance proceeds are available and paid to Landlord and
Tenant otherwise voluntarily contributes any shortfall thereof to Landlord to fully repair the
damage (except that Landlord shall not be required to rebuild, repair, or replace any of Tenant's
FF&E). The Rent payable hereunder shall be abated proportionately from the date and to the
extent Tenant actually vacates the affected portions of the Premises until any and all repairs
required herein to be made by Landlord are substantially completed but such abatement shall only be
to the extent (i) of the portion of the Premises which is actually rendered unusable and unfit for
occupancy and only during the time Tenant is not actually using same, and (ii) Landlord receives
rental abatement insurance proceeds therefor. If Landlord fails to substantially complete such
repairs within one hundred eighty (180) days after the date on which Landlord is notified by Tenant
of the occurrence of such casualty [such 180-day period to be extended for delays caused by Tenant
or any of Tenant's Representatives ("Tenant Delays") or any force majeure events, which events shall
include, but not be limited to, acts or events beyond Landlord's and/or its contractors' control,
acts of God, earthquakes, strikes, lockouts, riots, boycotts, casualties not caused by Landlord or
Tenant, discontinuance of any utility or other service required for performance of the work,
moratoriums, governmental delays in issuing permits, governmental agencies and weather, and the lack
of availability or shortage of materials ("Force Majeure Delays")], Tenant may within ten (10)
business days after expiration of such one hundred eighty (180) day period (as same may be
extended), terminate this Lease by delivering written notice to Landlord as Tenant's exclusive
remedy, whereupon all rights of Tenant hereunder shall cease and terminate ten (10) business days
after Landlord's receipt of such notice and Tenant shall immediately vacate the Premises and
surrender possession thereof to Landlord.

25.1.3Major Insured Damage. If the Premises (other than the
Tenant's FF&E) are damaged to such extent that repairs, rebuilding and/or restoration cannot be
reasonably completed, as reasonably determined by Landlord, within one hundred eighty (180) days,
then either Landlord or Tenant may terminate this Lease by giving written notice within twenty (20)
days after notice from Landlord regarding the time period of repair. If either party notifies the
other of its intention to so terminate the Lease, then this Lease shall terminate and the Rent shall
be abated from the date of the occurrence of such damage, provided Tenant diligently proceeds to and
expeditiously vacates the Premises (but, in all events Tenant must vacate and surrender the Premises
to Landlord by no later than ten (10) business days thereafter or there shall not be any abatement
of Rent until Tenant so vacates the Premises). If neither party elects to terminate this Lease,
Landlord shall promptly commence and diligently prosecute to completion the repairs to the Premises,
provided insurance proceeds are available and paid to Landlord to fully repair the damage or Tenant
voluntarily contributes any shortfall thereof to Landlord (except that Landlord shall not be
required to rebuild, repair, or replace any of Tenant's FF&E). During the time when Landlord is
prosecuting such repairs to substantial completion, the Rent payable hereunder shall be abated
proportionately from the date and to the extent Tenant actually vacates the affected portions of the
Premises until any and all repairs required herein to be made by Landlord are substantially
completed but such abatement shall only be to the extent (i) of the portion of the Premises which is
actually rendered unusable and unfit for occupancy and only during the time Tenant is not actually
using same, and (ii) Landlord receives rental abatement insurance proceeds therefor.

25.1.4Damage Near End of Term. Notwithstanding anything to the
contrary contained in this Lease except for the provisions of Section 25.3 below, if the Premises
are substantially damaged or destroyed during the last year of then applicable term of this Lease,
either Landlord or Tenant may, at their option, cancel and terminate this Lease by giving written
notice to the other party of its election to do so within thirty (30) days after receipt by Landlord
of notice from Tenant of the occurrence of such casualty. If either party so elects to terminate
this Lease, all rights of Tenant hereunder shall cease and terminate ten (10) days after Tenant's
receipt or delivery of such notice, as applicable, and Tenant shall immediately vacate the Premises
and surrender possession thereof to Landlord.

25.2Deductible and Uninsured Casualty. Tenant shall be responsible
for and shall pay to Landlord, as Additional Rent, the deductible amounts under the insurance
policies obtained by Landlord and Tenant under this Lease if the proceeds of which are used to
repair the Premises as contemplated in this Section 25. Notwithstanding the foregoing, if other
portions of the Building are also damaged by said casualty and insurance proceeds are payable
therefor, then Tenant shall only pay its proportionate share of the deductible as reasonably
determined by Landlord. If any portion of the Premises is damaged and is not fully covered by the
aggregate of insurance proceeds received by Landlord and any applicable deductible, and Tenant does
not voluntarily contribute any shortfall thereof to Landlord, or if the holder of any indebtedness
secured by the Premises requires that the insurance proceeds be applied to such indebtedness, then
Landlord or Tenant shall have the right to terminate this Lease by delivering written notice of
termination to the other party within thirty (30) days after the date of notice to Tenant of any
such event, whereupon all rights and obligations of Tenant shall cease and terminate hereunder,
except for those obligations expressly provided for in this Lease to survive such termination of the
Lease.

25.3Tenant's Fault and Lender's Rights. Notwithstanding anything
to the contrary contained herein, if the Premises (other than Tenant's FF&E) or any other
portion of the Building be damaged by fire or other casualty resulting from the intentional or
negligent acts or omissions of Tenant or any of Tenant's Representatives, (i) the Rent shall not be
diminished during the repair of such damage, (ii) Tenant shall not have any right to terminate this
Lease due to the occurrence of such casualty or damage, and (iii) Tenant shall be liable to Landlord
for the cost and expense of the repair and restoration of all or any portion of the Building caused
thereby (including, without limitation, any deductible) to the extent such cost and expense is not
covered by insurance proceeds. Notwithstanding anything to the contrary contained herein, if the
holder of any indebtedness secured by the Premises or any other portion of the Project requires that
the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days
after the date of notice to Tenant of any such event, whereupon all rights and obligations of Tenant
shall cease and terminate hereunder, except for those obligations expressly provided for in this
Lease to survive such termination of the Lease. 

25.4Tenant's Waiver. Landlord shall not be liable for any
inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of use of any part of
the Premises by Tenant or loss of Tenant's Property, resulting in any way from such damage,
destruction or the repair thereof, except that, Landlord shall allow Tenant a fair diminution of
Rent during the time and to the extent the Premises are actually unusable and unfit for occupancy
and Tenant is not using or otherwise occupying same as specifically provided above in this Section
25. With respect to any damage or destruction which Landlord is obligated to repair or may elect to
repair, Tenant hereby waives all rights to terminate this Lease or offset any amounts against Rent
pursuant to rights accorded Tenant by any law currently existing or hereafter enacted, including but
not limited to, all rights pursuant to the provisions of Sections 1932(2.), 1933(4.), 1941 and 1942
of the California Civil Code, as the same may be amended or supplemented from time to time.

26.Condemnation

If twenty-five percent (25%) or more of the Premises is condemned by eminent
domain, inversely condemned or sold in lieu of condemnation for any public or quasi-public use or
purpose ("Condemned"), then Tenant or Landlord may terminate this Lease as of the date when physical
possession of the Premises is taken and title vests in such condemning authority, and Rent shall be
adjusted to the date of termination. Tenant shall not because of such condemnation assert any claim
against Landlord or the condemning authority for any compensation because of such condemnation, and
Landlord shall be entitled to receive the entire amount of any award without deduction for any
estate of interest or other interest of Tenant; provided, however, the foregoing provisions shall
not preclude Tenant, at Tenant's sole cost and expense, from obtaining any separate award to Tenant
for loss of or damage to Tenant's Property or for damages for cessation or interruption of Tenant's
business provided such award is separate from Landlord's award and provided further such separate
award does not diminish nor otherwise impair the award otherwise payable to Landlord. In addition to
the foregoing, Tenant shall be entitled to seek compensation for the relocation costs recoverable by
Tenant pursuant to the provisions of California Government Code Section 7262. If neither party
elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the
Premises or the Building, as applicable, to substantially its same condition prior to such partial
condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate
allowance shall be made to Tenant, as reasonably determined by Landlord, for the Rent corresponding
to the time during which, and to the part of the Premises of which, Tenant is deprived on account of
such partial condemnation and restoration. Landlord shall not be required to spend funds for
restoration in excess of the amount received by Landlord as compensation awarded.

27.Environmental Matters/Hazardous
Materials

27.1Hazardous Materials Disclosure Certificate: Prior to executing
this Lease, Tenant has delivered to Landlord Tenant's executed initial Hazardous Materials
Disclosure Certificate (the "Initial HazMat Certificate"), a copy of which is attached hereto as
Exhibit E. Tenant covenants, represents and warrants to Landlord that the information in the
Initial HazMat Certificate is true and correct and accurately describes the use(s) of Hazardous
Materials which will be made and/or used on the Premises by Tenant. Tenant shall, commencing with
the date which is one year from the Commencement Date and continuing every year thereafter, deliver
to Landlord, an executed Hazardous Materials Disclosure Certificate ("the "HazMat Certificate")
describing Tenant's then present use of Hazardous Materials on the Premises, and any other
reasonably necessary documents as requested by Landlord. The HazMat Certificates required hereunder
shall be in substantially the form attached hereto as Exhibit E.

27.2Definition of Hazardous Materials: As used in this Lease, the
term Hazardous Materials shall mean and include (a) any hazardous or toxic wastes, materials or
substances, and other pollutants or contaminants, which are or become regulated by any Environmental
Laws; (b) petroleum, petroleum by products, gasoline, diesel fuel, crude oil or any fraction
thereof; (c) asbestos and asbestos containing material, in any form, whether friable or non-friable;
(d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead-containing materials;
(g) any other material, waste or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense, and are defined or become
defined by any Environmental Law (defined below); or (h) any materials which cause or threatens to
cause a nuisance upon or waste to any portion of the Project or any surrounding property; or poses
or threatens to pose a hazard to the health and safety of persons on the Premises, any other portion
of the Project or any surrounding property. For purposes of this Lease, the term "Hazardous
Materials" shall not include nominal amounts of ordinary household cleaners, office supplies and
janitorial supplies which are not actionable under any Environmental Laws.

27.3Prohibition; Environmental Laws: Tenant shall not be entitled
to use or store any Hazardous Materials on, in, or about any portion of the Premises and the Project
without, in each instance, obtaining Landlord's prior written consent thereto. If Landlord, in its
sole discretion, consents to any such usage or storage, then Tenant shall be permitted to use and/or
store only those Hazardous Materials that are necessary for Tenant's business and to the extent
disclosed in the HazMat Certificate and as expressly approved by Landlord in writing. Any such usage
and storage may only be to the extent of the quantities of Hazardous Materials as specified in the
then applicable HazMat Certificate as expressly approved by Landlord. In all events such usage and
storage must at all times be in full compliance with any and all local, state and federal
environmental, health and/or safety-related laws, statutes, orders, standards, courts' decisions,
ordinances, rules and regulations (as interpreted by judicial and administrative decisions),
decrees, directives, guidelines, permits or permit conditions, currently existing and as amended,
enacted, issued or adopted in the future which are or become applicable to Tenant or all or any
portion of the Premises (collectively, the "Environmental Laws"). Tenant agrees that any changes to
the type and/or quantities of Hazardous Materials specified in the most recent HazMat Certificate
may be implemented only with the prior written consent of Landlord, which consent may be given or
withheld in Landlord's sole discretion. Tenant shall not be entitled nor permitted to install any
tanks under, on or about the Premises for the storage of Hazardous Materials without the express
written consent of Landlord, which may be given or withheld in Landlord's sole discretion. Landlord
shall have the right at all times during the Term of this Lease to (i) inspect the Premises, (ii)
conduct tests and investigations to determine whether Tenant is in compliance with the provisions of
this Section 27 or to determine if Hazardous Materials are present in, on or about the Project, and
(iii) request lists of all Hazardous Materials used, stored or otherwise located on, under or about
any portion of the Premises and/or the Common Areas. The cost of all such inspections, tests and
investigations shall be borne by Tenant, if Landlord reasonably determines that Tenant or any of
Tenant's Representatives are directly or indirectly responsible in any manner for any contamination
revealed by such inspections, tests and investigations. The aforementioned rights granted herein to
Landlord and its representatives shall not create (a) a duty on Landlord's part to inspect, test,
investigate, monitor or otherwise observe the Premises or the activities of Tenant and Tenant's
Representatives with respect to Hazardous Materials, including without limitation, Tenant's
operation, use and any remediation related thereto, or (b) liability on the part of Landlord and its
representatives for Tenant's use, storage, disposal or remediation of Hazardous Materials, it being
understood that Tenant shall be solely responsible for all liability in connection therewith.

27.4Tenant's Environmental Obligations: Tenant shall give to
Landlord immediate verbal and follow-up written notice of any spills, releases, discharges,
disposals, emissions, migrations, removals or transportation of Hazardous Materials on, under or
about any portion of the Premises or in any Common Areas; provided that Tenant has actual, implied
or constructive knowledge of such event(s). Tenant, at its sole cost and expense, covenants and
warrants to promptly investigate, clean up, remove, restore and otherwise remediate (including,
without limitation, preparation of any feasibility studies or reports and the performance of any and
all closures) any spill, release, discharge, disposal, emission, migration or transportation of
Hazardous Materials arising from or related to the intentional or negligent acts or omissions of
Tenant or Tenant's Representatives such that the affected portions of the Project and any adjacent
property are returned to the condition existing prior to the appearance of such Hazardous Materials.
Any such investigation, clean up, removal, restoration and other remediation shall only be performed
after Tenant has obtained Landlord's prior written consent, which consent shall not be unreasonably
withheld so long as such actions would not potentially have a material adverse long-term or short-
term effect on any portion of the Project. Notwithstanding the foregoing, Tenant shall be entitled
to respond immediately to an emergency without first obtaining Landlord's prior written consent.
Tenant, at its sole cost and expense, shall conduct and perform, or cause to be conducted and
performed, all closures as required by any Environmental Laws or any agencies or other governmental
authorities having jurisdiction thereof. If Tenant fails to so promptly investigate, clean up,
remove, restore, provide closure or otherwise so remediate, Landlord may, but without obligation to
do so, take any and all steps necessary to rectify the same and Tenant shall promptly reimburse
Landlord, upon demand, for all costs and expenses to Landlord of performing investigation, clean up,
removal, restoration, closure and remediation work. All such work undertaken by Tenant, as required
herein, shall be performed in such a manner so as to enable Landlord to make full economic use of
the Premises and the other portions of the Project after the satisfactory completion of such
work.

27.5Environmental Indemnity: In addition to Tenant's obligations
as set forth hereinabove, Tenant agrees to, and shall, protect, indemnify, defend (with counsel
reasonably acceptable to Landlord) and hold Landlord and the other Indemnitees harmless from and
against any and all Claims (including, without limitation, diminution in value of any portion of the
Premises or the Project, damages for the loss of or restriction on the use of rentable or usable
space, and from any adverse impact of Landlord's marketing of any space within the Project) arising
at any time during or after the Term of this Lease in connection with or related to, directly or
indirectly, the use, presence, transportation, storage, disposal, migration, removal, spill, release
or discharge of Hazardous Materials on, in or about any portion of the Project as a result (directly
or indirectly) of the intentional or negligent acts or omissions of Tenant or any of Tenant's
Representatives. Neither the written consent of Landlord to the presence, use or storage of
Hazardous Materials in, on, under or about any portion of the Project nor the strict compliance by
Tenant with all Environmental Laws shall excuse Tenant from its obligations of indemnification
pursuant hereto. Tenant shall not be relieved of its indemnification obligations under the
provisions of this Section 27.5 due to Landlord's status as either an "owner" or "operator" under
any Environmental Laws.

27.6Survival: Tenant's obligations and liabilities pursuant to the
provisions of this Section 27 shall survive the expiration or earlier termination of this Lease. If
it is determined by Landlord that the condition of all or any portion of the Project is not in
compliance with the provisions of this Lease with respect to Hazardous Materials, including without
limitation, all Environmental Laws at the expiration or earlier termination of this Lease, then
Landlord may require Tenant to hold over possession of the Premises until Tenant can surrender the
Premises to Landlord in the condition in which the Premises existed as of the Commencement Date and
prior to the appearance of such Hazardous Materials except for reasonable wear and tear, including
without limitation, the conduct or performance of any closures as required by any Environmental
Laws. The burden of proof hereunder shall be upon Tenant. For purposes hereof, the term "reasonable
wear and tear" shall not include any deterioration in the condition or diminution of the value of
any portion of the Project in any manner whatsoever related to directly, or indirectly, Hazardous
Materials. Any such holdover by Tenant will be with Landlord's consent, will not be terminable by
Tenant in any event or circumstance and will otherwise be subject to the provisions of Section 20 of
this Lease.

27.7Tenant's Exculpation: Tenant shall not be liable for, nor
otherwise obligated to, Landlord under any provision of this Lease with respect to (i) any claim,
remediation obligation, investigation obligation, liability, cause of action, attorney's fees,
consultants' cost, expense or damage resulting from any Hazardous Material present in, on or about
the Premises or any of the Buildings in the Park to the extent not caused nor otherwise permitted,
directly or indirectly, by Tenant or Tenant's Representatives; or (ii) the removal, investigation,
monitoring or remediation of any Hazardous Material present in, on or about the Premises, the
Building or the Park caused by any source, including third parties other than Tenant and Tenant's
Representatives, as a result of, or in connection with, the acts or omissions of persons other than
Tenant or Tenant's Representatives; provided, however, Tenant shall be fully liable for and
otherwise obligated to Landlord under the provisions of this Lease for all liabilities, costs,
damages, penalties, claims, judgments, expenses (including without limitation, attorneys' and
experts' fees and costs) and losses to the extent (a) Tenant or any of Tenant's Representatives
contributes to the presence of such Hazardous Materials or Tenant and/or any of Tenant's
Representatives exacerbates the conditions caused by such Hazardous Materials, or (b) Tenant and/or
Tenant's Representatives allows or permits persons over which Tenant or any of Tenant's
Representatives has control and/or for which Tenant or any of Tenant's Representatives are legally
responsible for, to cause such Hazardous Materials to be present in, on, under, through or about any
portion of the Premises, the Building or the Park, or does not take all reasonably appropriate
actions to prevent such persons over which Tenant or any of Tenant's Representatives has control
and/or for which Tenant or any of Tenant's Representatives are legally responsible from causing the
presence of Hazardous Materials in, on, under, through or about any portion of the Premises, the
Building or the Park.

28.Financial Statements

Tenant and any permitted Transferee, for the reliance of Landlord, any lender
holding or anticipated to acquire a lien upon any portion of the Project or any prospective
purchaser of any portion of the Project within ten (10) days after Landlord's request therefor, but
not more often than once annually so long as Tenant is not in material default of this Lease, shall
deliver to Landlord the then current audited financial statements of Tenant (including interim
periods following the end of the last fiscal year for which annual statements are available). If
audited financial statements have not been prepared, Tenant and any permitted Transferee shall
provide Landlord with unaudited financial statements and such other information, the type and form
of which are acceptable to Landlord in Landlord's reasonable discretion, which reflects the
financial condition of Tenant and any permitted Transferee. Notwithstanding the foregoing, Landlord
agrees that the form of Tenant's annual report shall be a form which is acceptable to Landlord.

29.General Provisions:

29.1Time. Time is of the essence in this Lease and with
respect to each and all of its provisions in which performance is a factor.

29.2Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of the parties hereto.

29.3Recordation. Tenant shall not record this Lease or a short
form memorandum hereof.

29.4Landlord Exculpation. The liability of Landlord to Tenant for
any default by Landlord under the terms of this Lease shall be limited to the actual interest of
Landlord and its present or future partners or members in the Building, and Tenant agrees to look
solely to Landlord's interest in the Building for satisfaction of any liability and shall not look
to other assets of Landlord nor seek any recourse against the assets of the individual partners,
members, directors, officers, shareholders, agents or employees of Landlord, including without
limitation, any property management company of Landlord (collectively, the "Landlord Parties"). It
is the parties' intention that Landlord and the Landlord Parties shall not in any event or
circumstance be personally liable, in any manner whatsoever, for any judgment or deficiency
hereunder or with respect to this Lease. The liability of Landlord under this Lease is limited to
its actual period of ownership of title to the Building.

29.5Severability and Governing Law. Any provisions of this Lease
which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any
other provisions hereof and such other provision shall remain in full force and effect. This Lease
shall be governed by, and construed in accordance with, the laws of the State of California.

29.6Attorneys' Fees. In the event any dispute between the parties
results in litigation or other proceeding, the prevailing party shall be reimbursed by the party not
prevailing for all reasonable costs and expenses, including, without limitation, reasonable
attorneys' and experts' fees and costs incurred by the prevailing party in connection with such
litigation or other proceeding, and any appeal thereof. Such costs, expenses and fees shall be
included in and made a part of the judgment recovered by the prevailing party, if any.

29.7Entire Agreement. It is understood and acknowledged that there
are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and
cancels any and all previous negotiations, arrangements, brochures, agreements and understandings,
if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject
matter thereof, and none thereof shall be used to interpret or construe this Lease. This Lease and
any side letter or separate agreement executed by Landlord and Tenant in connection with this Lease
and dated of even date herewith contain all of the terms, covenants, conditions, warranties and
agreements of the parties relating in any manner to the rental, use and occupancy of the Premises,
shall be considered to be the only agreement between the parties hereto and their representatives
and agents, and none of the terms, covenants, conditions or provisions of this Lease can be
modified, deleted or added to except in writing signed by the parties hereto. All negotiations and
oral agreements acceptable to both parties have been merged into and are included herein. There are
no other representations or warranties between the parties, and all reliance with respect to
representations is based totally upon the representations and agreements contained in this Lease.
The parties acknowledge that (i) each party and/or its counsel have reviewed and revised this Lease,
and (ii) no rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall be employed in the interpretation or enforcement of this Lease or any
amendments or exhibits to this Lease or any document executed and delivered by either party in
connection with this Lease.

29.8Warranty of Authority. On the date that Tenant executes this
Lease, Tenant shall deliver to Landlord an original certificate of status for Tenant issued by the
California Secretary of State or statement of partnership for Tenant recorded in the county in which
the Premises are located, as applicable, and such other documents as Landlord may reasonably request
with regard to the lawful existence of Tenant. Each person executing this Lease on behalf of a party
represents and warrants that (1) such person is duly and validly authorized to do so on behalf of
the entity it purports to so bind, and (2) if such party is a partnership, corporation or trustee,
that such partnership, corporation or trustee has full right and authority to enter into this Lease
and perform all of its obligations hereunder.

29.9Notices. All notices, demands, statements or communications
(collectively, "Notices") given or required to be given by either party to the other hereunder shall
be in writing, shall be sent by United States certified or registered mail, postage prepaid, return
receipt requested, or delivered personally (i) to Tenant at the Tenant's Address set forth in the
Basic Lease Information, or to such other place as Tenant may from time to time designate in a
Notice to Landlord; or (ii) to Landlord at Landlord's Address set forth in the Basic Lease
Information, or to such other firm or to such other place as Landlord may from time to time
designate in a Notice to Tenant. Any Notice will be deemed given on the date shown on the return
receipt or verification of mail courier, as provided in this Section 29.9, upon the date personal
delivery is made, or if mailed without a return receipt, then within forty-eight (48) hours after
the date deposited in the mail.

29.10Joint and Several; Covenants and Conditions. If Tenant
consists of more than one person or entity, the obligations of all such persons or entities shall be
joint and several. Each provision to be performed by Tenant hereunder shall be deemed to be both a
covenant and a condition.

29.11Confidentiality. Each party shall keep and maintain such
confidential information strictly confidential. Tenant shall not disclose such confidential
information to any person or entity other than its financial, legal, and space planning consultants,
its prospective investors and lenders and its prospective subtenants for the Premises. Landlord
shall not disclose such financial information to any person or entity other than its financial and
legal consultants, its property management company, its prospective investors in the Park, and its
prospective purchasers and lenders.

29.12Landlord Renovations. Tenant acknowledges that Landlord may
from time to time, at Landlord's sole option, renovate, improve, develop, alter, or modify
(collectively, the "Renovations") portions of the Building, Premises, Common Areas and the Project,
including without limitation, systems and equipment, roof, and structural portions of the same. In
connection with such Renovations, Landlord may, among other things, erect scaffolding or other
necessary structures in the Building, limit or eliminate access to portions of the Project,
including portions of the Common Areas, or perform work in the Building, which work may create
noise, dust or leave debris in the Building. Tenant hereby agrees, as long as Tenant's normal
business operation is not materially and substantially impaired, that such Renovations and
Landlord's actions in connection with such Renovations shall in no way constitute a constructive
eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no
responsibility, or for any reason be liable to Tenant, for any direct or indirect injury to or
interference with Tenant's business arising from the Renovations, nor shall Tenant be entitled to
any compensation or damages from Landlord for loss of the use of the whole or any part of the
Premises or of Tenant's Property, Alterations or improvements resulting from the Renovations or
Landlord's actions in connection with such Renovations, or for any inconvenience or annoyance
occasioned by such Renovations or Landlord's actions in connection with such Renovations.

29.13Submission of Lease. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or an option for lease, and
it is not effective as a lease or otherwise until execution and delivery by both Landlord and
Tenant.

30.Signs

All signs and graphics of every kind visible in or from public view or
corridors or the exterior of the Premises shall be subject to Landlord's prior written approval and
shall be subject to and in compliance with all applicable Laws, Development Documents, Recorded
Matters, Rules and Regulations, and Landlord's sign criteria as same may exist from time to time or
as set forth in Exhibit G hereto. Tenant shall remove all such signs and graphics prior to
the expiration or earlier termination of this Lease. Such installations and removals shall be made
in a manner as to avoid damage or defacement of the Premises. Tenant shall repair any damage or
defacement, including without limitation, discoloration caused by such installation or removal.
Landlord shall have the right, at its option, to deduct from the Security Deposit such sums as are
reasonably necessary to remove such signs and make any repairs necessitated by such removal.
Notwithstanding the foregoing, in no event shall any: (a) neon, flashing or moving sign(s) or (b)
sign(s) which are likely to interfere with the visibility of any sign, canopy, advertising matter,
or decoration of any kind of any other business or occupant of the Building or the other portions of
the Project be permitted hereunder. Tenant further agrees to maintain each such sign and graphics,
as may be approved, in good condition and repair at all times. Should Tenant elect to sublease the
Premises as provided in Section 14 herein, Tenant may place one professionally designed and
manufactured sign (with the words "Sublease Available") in the landscaped area close to the main
entrance to the Premises for the period of Tenant's marketing of the Premises. Such sign shall not
exceed an area of six (6) square feet, and shall be first approved by Landlord, which approval shall
not be unreasonably withheld or delayed.

31.Mortgagee Protection

Upon any default on the part of Landlord, Tenant will give written Notice by
registered or certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage
covering the Premises who has provided Tenant with notice of their interest together with an address
for receiving Notice, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure
the default, including time to obtain possession of the Premises by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure. If such default cannot be cured within
such time period, then such additional time as may be necessary will be given to such beneficiary or
mortgagee to effect such cure so long as such beneficiary or mortgagee has commenced the cure within
the original time period and thereafter diligently pursues such cure to completion, in which event
this Lease shall not be terminated while such cure is being diligently pursued. Tenant agrees that
each lender to whom this Lease has been assigned by Landlord is an express third party beneficiary
hereof. Tenant shall not make any prepayment of Rent more than one (1) month in advance without the
prior written consent of each such lender, except if Tenant is required to make quarterly payments
of Rent in advance pursuant to the provisions of Section 8 above. Tenant waives the collection of
any deposit from such lender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of
trust unless the lender(s) or such purchaser shall have actually received and not refunded the
deposit. Tenant agrees to make all payments under this Lease to the lender with the most senior
encumbrance upon receiving a direction, in writing, to pay said amounts to such lender. Tenant shall
comply with such written direction to pay without determining whether an event of default exists
under such lender's loan to Landlord. If, in connection with obtaining financing for the Premises or
any other portion of the Project, Landlord's lender shall request reasonable modification(s) to this
Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its
consent thereto, provided such modifications do not materially and adversely affect Tenant's rights
hereunder or the use, occupancy or quiet enjoyment of Tenant hereunder.

32.Warranties of Tenant

Tenant hereby warrants and represents to Landlord, for the express benefit of
Landlord, that Tenant has undertaken a complete and independent evaluation of the risks inherent in
the execution of this Lease and the operation of the Premises for the use permitted hereby, and
that, based upon said independent evaluation, Tenant has elected to enter into this Lease and hereby
assumes all risks with respect thereto. Tenant hereby further warrants and represents to Landlord,
for the express benefit of Landlord, that in entering into this Lease, Tenant has not relied upon
any statement, fact, promise or representation (whether express or implied, written or oral) not
specifically set forth herein in writing and that any statement, fact, promise or representation
(whether express or implied, written or oral) made at any time to Tenant, which is not expressly
incorporated herein in writing, is hereby waived by Tenant.

33.Brokerage Commission

Landlord and Tenant each represents and warrants for the benefit of the other
that it has had no dealings with any real estate broker, agent or finder in connection with the
Premises and/or the negotiation of this Lease, except for the Broker(s) specified in the Basic Lease
Information, and that it knows of no other real estate broker, agent or finder who is or might be
entitled to a real estate brokerage commission or finder's fee in connection with this Lease or
otherwise based upon contacts between the claimant and Tenant. Each party shall indemnify and hold
harmless the other from and against any and all liabilities or expenses arising out of claims made
for a fee or commission by any real estate broker, agent or finder in connection with the Premises
and this Lease other than Broker(s), if any, resulting from the actions of the indemnifying party.
Unless expressly agreed to in writing by Landlord and Broker(s), no real estate brokerage commission
or finder's fee shall be owed to, or otherwise payable to, the Broker(s) for any renewals or other
extensions of the initial Term of this Lease or for any additional space leased by Tenant other than
the Premises as same exists as of the Lease Date. Tenant further represents and warrants to Landlord
that Tenant will not receive (i) any portion of any brokerage commission or finder's fee payable to
the Broker(s) in connection with this Lease or (ii) any other form of compensation or incentive from
the Broker(s) with respect to this Lease.

34.Quiet Enjoyment

Landlord covenants with Tenant, upon the paying of Rent and observing and
keeping the covenants, agreements and conditions of this Lease on its part to be kept, and during
the periods that Tenant is not otherwise in default of any of the terms or provisions of this Lease,
and subject to the rights of any of Landlord's lenders, (i) that Tenant shall and may peaceably and
quietly have, hold, occupy and enjoy the Premises and the Common Areas during the Term of this
Lease, and (ii) neither Landlord, nor any successor or assign of Landlord, shall disturb Tenant's
occupancy or enjoyment of the Premises and the Common Areas. The foregoing covenant is in lieu of
any other covenant express or implied.

 

IN WITNESS WHEREOF, this Lease is executed by the parties as of the
Lease Date referenced on Page 1 of this Lease.

Tenant:

ABAXIS, INC.,

a California corporation

By:

Its:

Date:

 

By:

Its:

Date:

 

Landlord:

PRINCIPAL DEVELOPMENT INVESTORS, LLC,

a Delaware limited liability company

By:PRINCIPAL LIFE INSURANCE COMPANY,

an Iowa corporation, its member

By:

Its:

 

By:

Its:

Date:

 

If Tenant is a CORPORATION, the authorized officers must sign on behalf of
the corporation and indicate the capacity in which they are signing. The Lease must be executed by
the president or vice-president and the secretary or assistant secretary, unless the
bylaws or a resolution of the board of directors shall otherwise provide, in which event, the bylaws
or a certified copy of the resolution, as the case may be, must be attached to this Lease.

Exhibit A

Premises

 

This exhibit, entitled "Premises", is and shall constitute Exhibit A to
that certain Lease Agreement dated June 21, 2000 (the "Lease"), by and between PRINCIPAL DEVELOPMENT
INVESTORS, LLC, a Delaware limited liability company ("Landlord") and ABAXIS, INC., a California
corporation ("Tenant") for the leasing of certain premises located in Crossroads Technology Park at
Building E, 3240 Whipple Road, Union City, California (the "Premises").

The Premises consist of the rentable square footage of space specified in the
Basic Lease Information and has the address specified in the Basic Lease Information. The Premises
are a part of and are contained in the Building specified in the Basic Lease Information. The cross-
hatched area depicts the Premises within the Project:

Exhibit B to Lease Agreement

Tenant Improvements

 

This exhibit, entitled "Tenant Improvements", is and shall constitute Exhibit
B to that certain Lease Agreement dated June 21, 2000 (the "Lease"), by and between PRINCIPAL
DEVELOPMENT INVESTORS, LLC, a Delaware limited liability company ("Landlord") and ABAXIS, INC., a
California corporation ("Tenant") for the leasing of certain premises located in Crossroads
Technology Park at Building E, 3240 Whipple Road, Union City, California (the "Premises"). The
terms, conditions and provisions of this Exhibit B are hereby incorporated into and are made
a part of the Lease. Any capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to such terms as set forth in the Lease.

1.Tenant Improvements. Subject to the conditions set
forth below, Landlord agrees to construct and install certain improvements ("Tenant Improvements")
in the Building of which the Premises are a part in accordance with the Approved Final Drawings
(defined below) and pursuant to the terms of this Exhibit B.

2.Definition. "Tenant Improvements" as used in this
Lease shall include only those interior improvements to be made to the Premises as specified in the
Approved Final Drawings (defined below) and agreed to by Tenant and Landlord in accordance with the
provisions hereof. "Tenant Improvements" shall specifically not include (i) any alterations,
additions or improvements installed or constructed by Tenant, (ii) any of Tenant's trade fixtures,
racking, security equipment, equipment, furniture, furnishings, telephone and/or data equipment,
telephone and/or data lines or other personal property, and (iii) any supplemental fire protection
improvements or equipment, including without limitation, in-rack fire sprinklers, hose racks, reels,
smoke vents, and draft curtains (collectively, "Tenant's Installations"). 

3.Tenant's Initial Plans; the Work. Tenant desires
Landlord to perform certain Tenant Improvements in the Premises. The Tenant Improvements shall be in
substantial accordance with the plan(s) and scope of work (collectively, the "Initial Plans") which
will be prepared by Legacy Partners CDS, Inc. after the parties meet and confer to agree upon a
scope of work immediately after execution of this Lease. Within fifteen (15) business days from the
date Landlord and Tenant meet to discuss the scope of work, Landlord shall deliver to Tenant the
Initial Plans. A copy of the Initial Plans shall be attached hereto as Schedule 1, as soon as
practicable thereafter. Such work, as shown in the Initial Plans and as more fully detailed in the
Approved Final Drawings (as defined and described in Section 4 below), shall be hereinafter referred
to as the "Work". Not later than five (5) days after the Initial Plans are prepared and delivered to
Tenant, Tenant or Tenant's Representatives shall furnish to Landlord such additional plans,
drawings, specifications and finish details as Landlord may reasonably request to enable Landlord's
architects and engineers, as applicable, to prepare mechanical, electrical and plumbing plans and to
prepare the Final Drawings, including, but not limited to, a final telephone layout and special
electrical connections, if any. All plans, drawings, specifications and other details describing the
Work which have been, or are hereafter, furnished by or on behalf of Tenant shall be subject to
Landlord's approval, which approval shall not be unreasonably withheld. Landlord shall not be deemed
to have acted unreasonably if it withholds its approval of any plans, specifications, drawings or
other details or of any Change Request (hereafter defined in Section 11 below) because, in
Landlord's reasonable opinion, the work as described in any such item, or any Change Request, as the
case may be: (a) is likely to adversely affect Building systems, the structure of the Building or
the safety of the Building or its occupants; (b) might impair Landlord's ability to furnish services
to Tenant or other tenants in the Building; (c) would increase the cost of operating the Building or
the Park; (d) would violate any applicable governmental, administrative body's or agencies' laws,
rules, regulations, ordinances, codes or similar requirements (or interpretations thereof); (e)
contains or uses Hazardous Materials; (f) would adversely affect the appearance of the Building or
the Park; (g) might adversely affect another tenant's premises or such other tenant's use and
enjoyment of such premises; (h) is prohibited by any ground lease affecting the Building, the Lot
and/or the Park, any Recorded Matters or any mortgage, trust deed or other instrument encumbering
the Building, the Lot and/or the Park; (i) is likely to be substantially delayed because of
unavailability or shortage of labor or materials necessary to perform such work or the difficulties
or unusual nature of such work; (j) is not, at a minimum, in accordance with Landlord's Building
Standards (defined below); or (k) would increase the Tenant Improvement Costs (defined in Section 9
below) by more than ten percent (10%) from the cost originally estimated and anticipated by the
parties. The foregoing reasons, however, shall not be the only reasons for which Landlord may
withhold its approval, whether or not such other reasons are similar or dissimilar to the foregoing.
Neither the approval by Landlord of the Work or the Initial Plans or any other plans,
specifications, drawings or other items associated with the Work nor Landlord's performance,
supervision or monitoring of the Work shall constitute any warranty or covenant by Landlord to
Tenant of the adequacy of the design for Tenant's intended use of the Premises. Tenant agrees to,
and does hereby, assume full and complete responsibility to ensure that the Work and the Approved
Final Drawings are adequate to fully meet the needs and requirements of Tenant's intended operations
of its business within the Premises and Tenant's use of the Premises.

4.Final Drawings and Approved Final Drawings. If
necessary for the performance of the Work, and to the extent not already included as part of the
Initial Plans attached hereto, Landlord shall prepare or cause to be prepared final working drawings
and specifications for the Work (the "Final Drawings") based on and consistent with the Initial
Plans and the other plans, specifications, drawings, finish details or other information furnished
by Tenant or Tenant's Representatives to Landlord and approved by Landlord pursuant to Section 3
above. Tenant shall cooperate diligently with Landlord and Landlord's architect, engineer and other
representatives and Tenant shall furnish within five (5) days after any request therefor, all
information required by Landlord or Landlord's architect, engineer or other representatives for
completion of the Final Drawings. So long as the Final Drawings are substantially consistent with
the Initial Plans, Tenant shall approve the Final Drawings within five (5) days after receipt of
same from Landlord. Tenant's failure to approve or disapprove such Final Drawings within the
foregoing five (5) day time period, shall be conclusively deemed to be approval of same by Tenant.
If Tenant reasonably disapproves of any matters included in the Final Drawings because such items
are not substantially consistent with the Initial Plans, Tenant shall, within the aforementioned
five (5) day period, deliver to Landlord written notice of its disapproval and Tenant shall specify
in such written notice, in sufficient detail as Landlord may reasonably require, the matters
disapproved, the reasons for such disapproval, and the specific changes or revisions necessary to be
made to the Final Drawings to cause such drawings to substantially conform to the Initial Plans. Any
additional costs associated with such requested changes or revisions shall be included as part of
the Tenant Improvement Costs (defined below). The foregoing procedure shall be followed by the
parties until the Final Drawings are acceptable to both Landlord and Tenant. Landlord and Tenant
shall indicate their approval of the Final Drawings by initialing each sheet of the Final Drawings
and delivering to one another a true and complete copy of such initialed Final Drawings (the
"Approved Final Drawings"). A true and complete copy of the Approved Final Drawings shall be
attached to the Lease as Exhibit B-1 and shall be made a part thereof. Any changes or
revisions to the Approved Final Drawings requested by Tenant must first be approved by Landlord,
which approval shall not be unreasonably withheld, subject to the provisions of Section 3 above. If
Landlord approves such requested changes or revisions, Landlord shall cause the Approved Final
Drawings to be revised accordingly and Landlord and Tenant shall initial each sheet of the Approved
Final Drawings as revised and replace and attach a true and complete copy thereof to the Lease as
Exhibit B-1. Landlord and Tenant hereby covenant to each other to cooperate with each other
and to act reasonably in the preparation and approval of the Final Drawings and the Approved Final
Drawings.

5.Performance of Work. As soon as practicable after
Tenant and Landlord initial and attach to the Lease as Exhibit B-1 a true and complete copy
of the Approved Final Drawings, Landlord shall submit the Approved Final Drawings to the
governmental authorities having rights of approval over the Work and shall apply for the necessary
approvals and building permits. Subject to the satisfaction of all conditions precedent and
subsequent to its obligations under this Exhibit B, and further subject to the provisions of
Section 10 hereof, as soon as practicable after Landlord or its representatives have received all
necessary approvals and building permits, Landlord will put the Approved Final Drawings out for bid
to several licensed, bonded and insured general contractors. The Tenant Improvements shall be
constructed by a general contractor selected by Landlord (the "General Contractor"). Landlord shall
commence construction, or cause the commencement of construction by the General Contractor, of the
Tenant Improvements, as soon as practicable after selection of the General Contractor. Except as
hereinafter expressly provided to the contrary, Landlord shall cause the performance of the Work
using (except as may be stated or otherwise shown in the Approved Final Drawings) building standard
materials, quantities and procedures then in use by Landlord ("Building Standards"). 

6.Substantial Completion. Landlord and Tenant shall
cause the General Contractor to Substantially Complete (defined below) the Tenant Improvements in
accordance with the Approved Final Drawings by the Commencement Date of the Lease as set forth in
Section 2 of the Lease (the "Completion Date"), subject to delays due to (a) acts or events beyond
its control including, but not limited to, acts of God, earthquakes, strikes, lockouts, boycotts,
casualties, discontinuance of any utility or other service required for performance of the Work,
moratoriums, governmental agencies, delays on the part of governmental agencies and weather, (b) the
lack of availability or shortage of specialized materials used in the construction of the Tenant
Improvements, (c) any matters beyond the control of Landlord, the General Contractor or any
subcontractors, (d) any changes required by the fire department, building and/or planning
department, building inspectors or any other agency having jurisdiction over the Building, the Work
and/or the Tenant Improvements (except to the extent such changes are directly attributable to
Tenant's use or Tenant's specialized tenant improvements, in which event such delays are considered
Tenant Delays) (the events and matters set forth in Subsections (a), (b), (c) and (d) are
collectively referred to as "Force Majeure Delays"), or (e) any Tenant Delays (defined in Section 7
below). The Tenant Improvements shall be deemed substantially complete on the date that the General
Contractor issues to Landlord a notice of substantial completion, or the date that the building
officials of the applicable governmental agency(s) issues its final approval of the construction of
the Tenant Improvements whether in the form of the issuance of a final permit, certificate of
occupancy or the written approval evidencing its final inspection on the building permit(s), or the
date on which Tenant first takes occupancy of the Premises, whichever first occurs ("Substantial
Completion", or "Substantially Completed", or "Substantially Complete"). Tenant hereby acknowledges
and agrees that the term "Substantial Completion" of the Tenant Improvements as used herein will
not include the completion of any work associated with Tenant's Installations, including
without limitation, Tenant's high-pile storage requirements, Tenant's racking systems, and work
related to any requirements of governmental and regulatory agencies with respect to any of Tenant's
Installations. If the Work is not deemed to be Substantially Completed on or before the scheduled
Completion Date, (i) Landlord agrees to use reasonable efforts to Substantially Complete the Work as
soon as practicable thereafter, (ii) the Lease shall remain in full force and effect, (iii) Landlord
shall not be deemed to be in breach or default of the Lease or this Exhibit B as a result
thereof and Landlord shall have no liability to Tenant as a result of any delay in occupancy
(whether for damages, abatement of all or any portion of the Rent, or otherwise), and (iv) except in
the event of any Tenant Delays, which will not affect the Commencement Date but will extend the
Completion Date without any penalty or liability to Landlord, and notwithstanding anything to the
contrary contained in the Lease, the Commencement Date and the Expiration Date of the term of the
Lease (as defined in Section 2 of the Lease) shall be extended commensurately by the amount of time
attributable to such Force Majeure Delays, and Landlord and Tenant shall execute a written amendment
to the Lease evidencing such extensions of time, substantially in the form of Exhibit F to
the Lease. Subject to the provisions of Section 10.2 of the Lease, the Tenant Improvements shall
belong to Landlord and shall be deemed to be incorporated into the Premises for all purposes of the
Lease, unless Landlord, in writing, indicates otherwise to Tenant.

7.Tenant Delays. There shall be no extension of the
scheduled Commencement Date or Expiration Date of the term of the Lease (as otherwise permissibly
extended in accordance with the provisions of Section 6 above) if the Work has not been
Substantially Completed by the scheduled Commencement Date due to any delay attributable to Tenant
and/or any of Tenant's Representatives or Tenant's intended use of the Premises (collectively,
"Tenant Delays"), including, but not limited to, any of the following described events or
occurrences: (a) delays related to changes made or requested by Tenant to the Work and/or the
Approved Final Drawings; (b) the failure of Tenant to furnish all or any plans, drawings,
specifications, finish details or other information required under Sections 3 and 4 above; (c) the
failure of Tenant to comply with the requirements of Section 10 below; (d) Tenant's requirements for
special work or materials, finishes, or installations other than the Building Standards or Tenant's
requirements for special construction or phasing; (e) any changes required by the fire department,
building or planning department, building inspectors or any other agency having jurisdiction over
the Building, the Work and/or the Tenant Improvements if such changes are directly attributable to
Tenant's use or Tenant's specialized tenant improvements; (f) the completion of any work associated
with Tenant's Installations, including without limitation, Tenant's high-pile storage requirements,
Tenant's racking systems, and work related to any requirements of governmental and regulatory
agencies with respect to any of Tenant's Installations; (g) the performance of any additional work
pursuant to a Change Request that is requested by Tenant; (h) the performance of work in or about
the Premises by any person, firm or corporation employed by or on behalf of Tenant, including,
without limitation, any failure to complete or any delay in the completion of such work; and/or (i)
any and all delays caused by or arising from acts or omissions of Tenant and/or Tenant's
Representatives, in any manner whatsoever, including, but not limited to, any and all revisions to
the Approved Final Drawings. Any delays in the construction of the Tenant Improvements due to any of
the events described above, shall in no way extend or affect the date on which Tenant is required to
commence paying Rent under the terms of the Lease. It is the intention of the parties that all of
such delays will be considered Tenant Delays for which Tenant shall be wholly and completely
responsible for any and all consequences related to such delays, including, without limitation, any
costs and expenses attributable to increases in labor or materials. 

8.Tenant Improvement Allowance. Landlord shall provide
an allowance for the planning and construction of the Tenant Improvements for the Work to be
performed in the Premises, as described in the Initial Plans and the Approved Final Drawings, in the
amount of Nine Hundred Eleven Thousand Two Hundred Forty and 00/100 Dollars ($911,240.00) (the
"Tenant Improvement Allowance") based upon an allowance of Ten and 00/100 Dollars ($10.00) per
rentable square foot for 91,124 rentable square feet of the Premises to be improved, as described in
the Initial Plans and the Approved Final Drawings. Tenant shall not be entitled to any credit,
abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance
specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall
only be used for tenant improvements typically installed by Landlord in manufacturing/flex
buildings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the
Tenant Improvement Costs and shall be subject to the provisions of Section 10 below.

9.Tenant Improvement Costs. The Tenant Improvements'
cost (the "Tenant Improvement Costs") shall mean and include any and all costs and expenses of the
Work, including, without limitation, all of the following:

(a)All costs of preliminary space planning and final architectural and
engineering plans and specifications (including, without limitation, the scope of work, all plans
and specifications, the Initial Plans, the Final Drawings and the Approved Final Drawings) for the
Tenant Improvements, and architectural fees, engineering costs and fees, and other costs associated
with completion of said plans;

(b)All costs of obtaining building permits and other necessary
authorizations and approvals from the City of Union City, California and other applicable agencies
and jurisdictions;

(c)All costs of interior design and finish schedule plans and
specifications including as-built drawings;

(d)All direct and indirect costs of procuring, constructing and
installing the Tenant Improvements in the Premises, including, but not limited to, the construction
fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office,
equipment and temporary services rendered by Landlord's consultants and the General Contractor in
connection with construction of the Tenant Improvements, and all labor (including overtime) and
materials constituting the Work;

(e)All fees payable to the General Contractor, architect and Landlord's
engineering firm if they are required by Tenant to redesign any portion of the Tenant Improvements
following Tenant's approval of the Approved Final Drawings; and

(f)A construction management fee payable to Landlord in the amount of
four and one-half percent (4.5%) of all direct and indirect costs of procuring, constructing and
installing the first $1,366,860.00 of Tenant Improvements in the Premises and the Building and one
and one-half percent (1 1⁄2%) of all such costs exceeding the first $1,366,860.00, provided, however,
that the total construction management fee paid to Landlord shall not exceed the sum of
$75,000.00

10.Excess Tenant Improvement Costs. The term "Excess
Tenant Improvement Costs" as used herein shall mean and refer to the aggregate of (i) all costs
related to any and all Change Requests/Change Orders, and (ii) the amount by which the actual Tenant
Improvement Costs (exclusive of all costs referred to in item (i) above) (the "Actual TI Costs")
exceed the Tenant Improvement Allowance, subject to the remaining provisions of this Section 10.
Tenant shall faithfully pay all of the Excess Tenant Improvement Costs to Landlord in the following
described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Four
Hundred Fifty Five Thousand Six Hundred Twenty and 00/100 Dollars ($455,620.00), based on Five and
00/100 Dollars ($5.00) per rentable square foot for 91,124 square feet of the Premises, shall be
amortized over the initial term of the Lease at the rate of thirteen percent (13%) per annum and
such amortized amount (together with interest charges thereon) shall paid by Tenant with, and as
part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3
of the Lease (the "Amortized Excess TI Costs"). The portion of the Excess Tenant Improvement Costs
in excess of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten
(10) days of Landlord's delivery to Tenant of a written demand therefor together with a
reconciliation of such costs. No Work shall be commenced until Tenant has fully complied with the
preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord
pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at
its option, declare Tenant in default under the Lease.

11.Change Requests. No changes or revisions to the
Approved Final Drawings shall be made by either Landlord or Tenant unless approved in writing by
both parties. Upon Tenant's request and submission by Tenant (at Tenant's sole cost and expense) of
the necessary information and/or plans and specifications for any changes or revisions to the
Approved Final Drawings and/or for any work other than the Work described in the Approved Final
Drawings ("Change Requests") and the approval by Landlord of such Change Request(s), which approval
Landlord agrees shall not be unreasonably withheld, Landlord shall perform the additional work
associated with the approved Change Request(s), at Tenant's sole cost and expense, subject, however,
to the following provisions of this Section 11. Prior to commencing any additional work related to
the approved Change Request(s), Landlord shall submit to Tenant a written statement of the cost of
such additional work and a proposed tenant change order therefor ("Change Order") in the standard
form then in use by Landlord. Tenant shall execute and deliver to Landlord such Change Order and
shall pay the entire cost of such additional work in the following described manner. Any costs
related to such approved Change Request(s), Change Order and any delays associated therewith, shall
be added to the Tenant Improvement Costs and shall be paid for by Tenant as and with any Excess
Tenant Improvement Costs as set forth in Section 10 above. The billing for such additional costs to
Tenant shall be accompanied by evidence of the amounts billed as is customarily used in the
business. Costs related to approved Change Requests and Change Orders shall include without
limitation, any architectural or design fees, Landlord's construction fee for overhead and profit,
the cost of all on-site supervisory and administrative staff, office, equipment and temporary
services rendered by Landlord and/or Landlord's consultants, and the General Contractor's price for
effecting the change. If Tenant fails to execute or deliver such Change Order, or to pay the costs
related thereto, then Landlord shall not be obligated to do any additional work related to such
approved Change Request(s) and/or Change Orders, and Landlord may proceed to perform only the Work,
as specified in the Approved Final Drawings. Landlord shall equitably adjust the amount of the
Tenant Improvement Costs for any deletions in the scope of the Work.

12.Termination. If the Lease is terminated prior to the
Completion Date, for any reason due to the default of Tenant hereunder, in addition to any other
remedies available to Landlord under the Lease, Tenant shall pay to Landlord as Additional Rent
under the Lease, within five (5) days of receipt of a statement therefor, any and all costs incurred
by Landlord and not reimbursed or otherwise paid by Tenant through the date of termination in
connection with the Tenant Improvements to the extent planned, installed and/or constructed as of
such date of termination, including, but not limited to, any costs related to the removal of all or
any portion of the Tenant Improvements and restoration costs related thereto. Subject to the
provisions of Section 10.2 of the Lease, upon the expiration or earlier termination of the Lease,
Tenant shall not be required to remove the Tenant Improvements it being the intention of the parties
that the Tenant Improvements are to be considered incorporated into the Building. Notwithstanding
anything to the contrary contained herein, Landlord shall have the right to terminate the Lease,
upon written notice to Tenant, if Landlord is unable to obtain a building permit for the Tenant
Improvements within one hundred eighty (180) days from the date the Lease is signed by Tenant.

13.Tenant Access. Landlord, in Landlord's reasonable
discretion and upon receipt of a written request from Tenant, may grant Tenant a license to have
access to the Premises prior to the Completion Date to allow Tenant to do other work required by
Tenant to make the Premises ready for Tenant's use and (the "Tenant's Pre-Occupancy Work"). It shall
be a condition to the grant by Landlord and continued effectiveness of such license that:

(a)Tenant shall give to Landlord a written request to have such access
not less than five (5) business days prior to the date on which such proposed access will commence
(the "Access Notice"). The Access Notice shall contain or be accompanied by each of the following
items, all in form and substance reasonably acceptable to Landlord: (i) a detailed description of
and schedule for Tenant's Pre-Occupancy Work; (ii) the names and addresses of all contractors,
subcontractors and material suppliers and all other representatives of Tenant who or which will be
entering the Premises on behalf of Tenant to perform Tenant's Pre-Occupancy Work or will be
supplying materials for such work, and the approximate number of individuals, itemized by trade, who
will be present in the Premises; (iii) copies of all contracts, subcontracts, material purchase
orders, plans and specifications pertaining to Tenant's Pre-Occupancy Work; (iv) copies of all
licenses and permits required in connection with the performance of Tenant's Pre-Occupancy Work; (v)
certificates of insurance (in amounts satisfactory to Landlord and with the parties identified in,
or required by, the Lease named as additional insureds) and instruments of indemnification against
all claims, costs, expenses, penalties, fines, and damages which may arise in connection with
Tenant's Pre-Occupancy Work; and (vi) assurances of the ability of Tenant to pay for all of Tenant's
Pre-Occupancy Work and/or a letter of credit or other security deemed appropriate by Landlord
securing Tenant's lien-free completion of Tenant's Pre-Occupancy Work.

(b)Such pre-term access by Tenant and Tenant's employees, agents,
contractors, consultants, workmen, mechanics, suppliers and invitees shall be subject to scheduling
by Landlord.

(c)Tenant's employees, agents, contractors, consultants, workmen,
mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner,
interfere with Landlord or Landlord's agents or representatives in performing the Work and any
additional work pursuant to approved Change Orders, Landlord's work in other areas of the Building
or the Park, or the general operation of the Building. If at any time any such person representing
Tenant shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or
interference, including, without limitation, labor disharmony, and Tenant fails to immediately
institute and maintain corrective actions as directed by Landlord, then Landlord may revoke such
license upon twenty-four (24) hours' prior written notice to Tenant.

(d)Any such entry into and occupancy of the Premises or any portion
thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be
subject to all of the terms, covenants, conditions and provisions of the Lease, excluding only the
covenant to pay Rent. Landlord shall not be liable for any injury, loss or damage that may occur to
any of Tenant's Pre-Occupancy Work made in or about the Premises or to any property placed therein
prior to the commencement of the term of the Lease, the same being at Tenant's sole risk and
liability. Tenant shall be liable to Landlord for any damage to any portion of the Premises, the
Work or the additional work related to any approved Change Orders caused by Tenant or any of
Tenant's employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees. In
the event that the performance of Tenant's Pre-Occupancy Work causes extra costs to be incurred by
Landlord or requires the use of other Building services, Tenant shall promptly reimburse Landlord
for such extra costs and/or shall pay Landlord for such other Building services at Landlord's
standard rates then in effect.

14.Lease Provisions; Conflict. The terms and provisions
of the Lease, insofar as they are applicable, in whole or in part, to this Exhibit B, are
hereby incorporated herein by reference, and specifically including all of the provisions of Section
31 of the Lease. In the event of any conflict between the terms of the Lease and this Exhibit
B, the terms of this Exhibit B shall prevail. Any amounts payable by Tenant to Landlord
hereunder shall be deemed to be Additional Rent under the Lease and, upon any default in the payment
of same, Landlord shall have all rights and remedies available to it as provided for in the
Lease.

Exhibit C to Lease Agreement

Rules & Regulations

 

 

This exhibit, entitled "Rules & Regulations", is and shall constitute
Exhibit C to that certain Lease Agreement dated June 21, 2000 (the "Lease"), by and between
PRINCIPAL DEVELOPMENT INVESTORS, LLC, a Delaware limited liability company ("Landlord") and ABAXIS,
INC., a California corporation ("Tenant") for the leasing of certain premises located in Crossroads
Technology Park at Building E, 3240 Whipple Road, Union City, California (the "Premises"). The
terms, conditions and provisions of this Exhibit C are hereby incorporated into and are made
a part of the Lease. Any capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to such terms as set forth in the Lease:

 

1.No advertisement, picture or sign of any sort shall be displayed on
or outside the Premises or the Building without the prior written consent of Landlord. Landlord
shall have the right to remove any such unapproved item without notice and at Tenant's expense.

2.Tenant shall not regularly park motor vehicles in designated parking
areas after the conclusion of normal daily business activity.

3.Tenant shall not use any method of heating or air conditioning other
than that supplied by Landlord without the prior written consent of Landlord.

4.All window coverings installed by Tenant and visible from the
outside of the Building require the prior written approval of Landlord.

5.Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance or any flammable or combustible materials on or around the Premises, the
Building or the Park.

6.Tenant shall not alter any lock or install any new locks or bolts on
any door at the Premises without the prior consent of Landlord.

7.Tenant agrees not to make any duplicate keys without the prior
consent of Landlord.

8.Tenant shall park motor vehicles in those general parking areas as
designated by Landlord except for loading and unloading. During those periods of loading and
unloading, Tenant shall not unreasonably interfere with traffic flow within the Park and loading and
unloading areas of other Tenants.

9.Tenant shall not disturb, solicit or canvas any occupant of the
Building or Park and shall cooperate to prevent same.

10.No person shall go on the roof without Landlord's permission.

11.Business machines and mechanical equipment belonging to Tenant
which cause noise or vibration that may be transmitted to the structure of the Building, to such a
degree as to be objectionable to Landlord or other Tenants, shall be placed and maintained by
Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise
or vibration.

12.All goods, including material used to store goods, delivered to the
Premises of Tenant shall be immediately moved into the Premises and shall not be left in parking or
receiving areas overnight.

13.Tractor trailers which must be unhooked or parked with dolly wheels
beyond the concrete loading areas must use steel plates or wood blocks under the dolly wheels to
prevent damage to the asphalt paving surfaces. No parking or storing of such trailers will be
permitted in the auto parking areas of the Park or on streets adjacent thereto.

14.Forklifts which operate on asphalt paving areas shall not have
solid rubber tires and shall only use tires that do not damage the asphalt.

15.Tenant is responsible for the storage and removal of all trash and
refuse. All such trash and refuse shall be contained in suitable receptacles stored behind screened
enclosures at locations approved by Landlord.

16.Tenant shall not store or permit the storage or placement of goods,
or merchandise or pallets or equipment of any sort outside of the Premises nor in or around the
Building, the Park or any of the Common Areas of the foregoing. No displays or sales of merchandise
shall be allowed in the parking lots or other Common Areas.

17.Tenant shall not permit any animals, including, but not limited to,
any household pets, to be brought or kept in or about the Premises, the Building, the Park or any of
the Common Areas of the foregoing.

18.Tenant shall not permit any motor vehicles to be washed on any
portion of the Premises or in the Common Areas of the Park, nor shall Tenant permit mechanical work
or maintenance of motor vehicles to be performed on any portion of the Premises or in the Common
Areas of the Park.

Exhibit E 

Hazardous Materials Disclosure Certificate

 

Your cooperation in this matter is appreciated. Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord
(identified below) to evaluate and finalize a lease agreement with you as Tenant. After a lease
agreement is signed by you and the Landlord (the "Lease Agreement"), on an annual basis in
accordance with the provisions of Section 27 of the signed Lease Agreement, you are to provide an
update to the information initially provided by you in this certificate. The information contained
in the initial Hazardous Materials Disclosure Certificate and each annual certificate provided by
you thereafter will be maintained in confidentiality by Landlord subject to release and disclosure
as required by (i) any lenders and owners and their respective environmental consultants, (ii) any
prospective purchaser(s) of all or any portion of the property on which the Premises are located,
(iii) Landlord to defend itself or its lenders, partners or representatives against any claim or
demand, and (iv) any laws, rules, regulations, orders, decrees, or ordinances, including, without
limitation, court orders or subpoenas. Any and all capitalized terms used herein, which are not
otherwise defined herein, shall have the same meaning ascribed to such term in the signed Lease
Agreement. Any questions regarding this certificate should be directed to, and when completed, the
certificate should be delivered to:

Landlord:PRINCIPAL DEVELOPMENT INVESTORS, LLC,

a Delaware limited liability company

c/o Legacy Partners Commercial, Inc.

101 Lincoln Centre Drive, Fourth Floor

Foster City, California 94404

Attn: Senior Vice President, Operations

Phone: (650) 571-2200

Name of (Prospective) Tenant: ABAXIS, INC., a California corporation

Mailing Address: 1320 Chesapeake Terrace, Sunnyvale, California 94089

Contact Person, Title and Telephone Number(s): TBD

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s): TBD

Address of (Prospective) Premises: 3240 Whipple Road, Union City, California
94587

Length of (Prospective) Initial Term: 120 months

 

1.General Information:
Describe the initial proposed operations to take place in, on, or about
the Premises, including, without limitation, principal products processed, manufactured or assembled
services and activities to be provided or otherwise conducted. Existing Tenants should describe any
proposed changes to on-going operations.







2.Use, Storage and Disposal of Hazardous Materials
2.1Will any Hazardous Materials be used, generated, stored or
disposed of in, on or about the Premises? Existing Tenants should describe any Hazardous Materials
which continue to be used, generated, stored or disposed of in, on or about the Premises.





WastesYes [ ]No [ ]

Chemical ProductsYes [ ]No [ ]

OtherYes [ ]No [ ]

If Yes is marked, please explain:





2.2If Yes is marked in Section 2.1, attach a list of any Hazardous
Materials to be used, generated, stored or disposed of in, on or about the Premises, including the
applicable hazard class and an estimate of the quantities of such Hazardous Materials at any given
time; estimated annual throughput; the proposed location(s) and method of storage (excluding nominal
amounts of ordinary household cleaners and janitorial supplies which are not regulated by any
Environmental Laws); and the proposed location(s) and method of disposal for each Hazardous
Material, including, the estimated frequency, and the proposed contractors or subcontractors.
Existing Tenants should attach a list setting forth the information requested above and such list
should include actual data from on-going operations and the identification of any variations in such
information from the prior year's certificate. 





3.Storage Tanks and Sumps
3.1Is any above or below ground storage of gasoline, diesel,
petroleum, or other Hazardous Materials in tanks or sumps proposed in, on or about the Premises?
Existing Tenants should describe any such actual or proposed activities.





Yes [ ]No [ ]

If yes, please explain: 





4.Waste Management
4.1Has your company been issued an EPA Hazardous Waste Generator I.D.
Number? Existing Tenants should describe any additional identification numbers issued since the
previous certificate.





Yes [ ]No [ ]
4.2Has your company filed a biennial or quarterly reports as a hazardous
waste generator? Existing Tenants should describe any new reports filed.





Yes [ ]No [ ]

If yes, attach a copy of the most recent report filed.

5.Wastewater Treatment and Discharge

5.1Will your company discharge wastewater or other wastes to:

 storm drain? sewer?

 surface water? no wastewater or other
wastes discharged.


Existing Tenants should indicate any actual discharges. If so, describe
the nature of any proposed or actual discharge(s).









5.2Will any such wastewater or waste be treated before discharge?



Yes [ ]No [ ]
If yes, describe the type of treatment proposed to be conducted. Existing
Tenants should describe the actual treatment conducted.









6.Air Discharges
6.1Do you plan for any air filtration systems or stacks to be used in
your company's operations in, on or about the Premises that will discharge into the air; and will
such air emissions be monitored? Existing Tenants should indicate whether or not there are any such
air filtration systems or stacks in use in, on or about the Premises which discharge into the air
and whether such air emissions are being monitored.





Yes [ ]No [ ]

If yes, please describe: 




6.2Do you propose to operate any of the following types of equipment,
or any other equipment requiring an air emissions permit? Existing Tenants should specify any such
equipment being operated in, on or about the Premises.





 Spray booth(s) Incinerator(s)

 Dip tank(s) Other (Please describe)

 Drying oven(s) No Equipment Requiring Air
Permits

If yes, please describe: 





7.Hazardous Materials Disclosures
7.1Has your company prepared or will it be required to prepare a
Hazardous Materials management plan ("Management Plan") pursuant to Fire Department or other
governmental or regulatory agencies' requirements? Existing Tenants should indicate whether or not a
Management Plan is required and has been prepared.





Yes [ ]No [ ]
If yes, attach a copy of the Management Plan. Existing Tenants should
attach a copy of any required updates to the Management Plan.

7.2Are any of the Hazardous Materials, and in particular chemicals,
proposed to be used in your operations in, on or about the Premises regulated under Proposition 65?
Existing Tenants should indicate whether or not there are any new Hazardous Materials being so used
which are regulated under Proposition 65.





Yes [ ]No [ ]

If yes, please explain: 





 

8.Enforcement Actions and Complaints
8.1With respect to Hazardous Materials or Environmental Laws, has
your company ever been subject to any agency enforcement actions, administrative orders, or consent
decrees or has your company received requests for information, notice or demand letters, or any
other inquiries regarding its operations? Existing Tenants should indicate whether or not any such
actions, orders or decrees have been, or are in the process of being, undertaken or if any such
requests have been received.





Yes [ ]No [ ]
If yes, describe the actions, orders or decrees and any continuing
compliance obligations imposed as a result of these actions, orders or decrees and also describe any
requests, notices or demands, and attach a copy of all such documents. Existing Tenants should
describe and attach a copy of any new actions, orders, decrees, requests, notices or demands not
already delivered to Landlord pursuant to the provisions of Section 27 of the signed Lease
Agreement.








8.2Have there ever been, or are there now pending, any lawsuits
against your company regarding any environmental or health and safety concerns?





Yes [ ]No [ ]
If yes, describe any such lawsuits and attach copies of the complaint(s),
cross-complaint(s), pleadings and all other documents related thereto as requested by Landlord.
Existing Tenants should describe and attach a copy of any new complaint(s), cross-complaint(s),
pleadings and other related documents not already delivered to Landlord pursuant to the provisions
of Section 27 of the signed Lease Agreement.








8.3Have there been any problems or complaints from adjacent Tenants,
owners or other neighbors at your company's current facility with regard to environmental or health
and safety concerns? Existing Tenants should indicate whether or not there have been any such
problems or complaints from adjacent Tenants, owners or other neighbors at, about or near the
Premises.





Yes [ ]No [ ]
If yes, please describe. Existing Tenants should describe any such
problems or complaints not already disclosed to Landlord under the provisions of the signed Lease
Agreement.









9.Permits and Licenses
9.1Attach copies of all Hazardous Materials permits and licenses
including a Transporter Permit number issued to your company with respect to its proposed operations
in, on or about the Premises, including, without limitation, any wastewater discharge permits, air
emissions permits, and use permits or approvals. Existing Tenants should attach copies of any new
permits and licenses as well as any renewals of permits or licenses previously issued.





The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials
Disclosure Certificate is being delivered in connection with, and as required by, Landlord in
connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as
an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in
accordance with, and as required by, the provisions of Section 27 of the Lease Agreement; and (C)
that Tenant shall have and retain full and complete responsibility and liability with respect to any
of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's
receipt and/or approval of such certificate. Tenant further agrees that none of the following
described acts or events shall be construed or otherwise interpreted as either (a) excusing,
diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its
obligations under the Lease with respect to Hazardous Materials, including, without limitation,
Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b)
imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such
Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise
verify the accuracy of the representations and statements made therein or to ensure that Tenant is
in compliance with all Environmental Laws; (i) the delivery of such certificate to Landlord and/or
Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate,
(iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's
actual or constructive knowledge of the types and quantities of Hazardous Materials being used,
stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's
Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, the
undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may,
and will, rely upon the statements, representations, warranties, and certifications made herein and
the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout
the term, and any renewals thereof, of the Lease Agreement.

I (print name), acting with full authority to bind the
(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent and warrant that the
information contained in this certificate is true and correct.

 

(Prospective) Tenant:

By:

Title:

Date:

Exhibit F

First Amendment to Lease Agreement

Change of Commencement Date

 

 

This First Amendment to Lease Agreement (the "Amendment") is made and entered
into to be effective as of _________________________, by and between _____________________________
("Landlord"), and ________________________ ("Tenant"), with reference to the following facts:

 

Recitals

A.Landlord and Tenant have entered into that certain Lease Agreement
dated ___________ (the "Lease"), for the leasing of certain premises containing approximately
__________ rentable square feet of space located at ____________________________, California (the
"Premises") as such Premises are more fully described in the Lease.

B.Landlord and Tenant wish to amend the Commencement Date of the Lease.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:

1.Recitals: Landlord and Tenant agree that the above recitals are
true and correct.

2.The Commencement Date of the Lease shall be
________________________.

3.The last day of the Term of the Lease (the "Expiration Date") shall be
______________.

4.The dates on which the Base Rent will be adjusted are:

for the period ________ to _______ the monthly Base Rent shall be
$___________;

for the period ________ to _______ the monthly Base Rent shall be
$__________; and

for the period ________ to _______ the monthly Base Rent shall be
$___________.

5.Effect of Amendment: Except as modified herein, the terms and
conditions of the Lease shall remain unmodified and continue in full force and effect. In the event
of any conflict between the terms and conditions of the Lease and this Amendment, the terms and
conditions of this Amendment shall prevail.

6.Definitions: Unless otherwise defined in this Amendment, all
terms not defined in this Amendment shall have the meaning set forth in the Lease.

7.Authority: Subject to the provisions of the Lease, this
Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective
heirs, legal representatives, successors and assigns. Each party hereto and the persons signing
below warrant that the person signing below on such party's behalf is authorized to do so and to
bind such party to the terms of this Amendment.

8.The terms and provisions of the Lease are hereby incorporated in this
Amendment.

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.

[PROPERTY MANAGER: Please provide Tenant information and Word Processing will
complete the signature block]

Exhibit H

Letter of Credit

 

______________________________

______________________________

______________________________

______________________________

Contact Phones: ________________

IRREVOCABLE LETTER OF CREDIT

	
________________, 2000

Beneficiary:

___________________________________

___________________________________

___________________________________

___________________________________
	
Our irrevocable standby Letter of Credit:

No. _____________________________

Applicant:

________________________________

________________________________

________________________________

Amount: Exactly USD $_____________

(_______________________ and __/100 Dollars)

Final Date of Expiration: _________________




We (the "Bank") hereby issue our irrevocable standby
Letter of Credit No. ___________ in Beneficiary's favor for the account of the above-referenced
Applicant, in the aggregate amount of exactly USD $_______________.

This Letter of Credit is available with us at our above office by presentation of
your draft drawn on us at sight bearing the clause: "Drawn under No. ______________ [INSERT
NAME OF BANK] Letter of Credit No. ______________" and accompanied by the following:

1.Beneficiary's signed certification purportedly signed by an authorized
officer or agent stating: 

(A)"Such amount is due to the Beneficiary as landlord under the terms and
conditions of that certain lease agreement dated ______________ for premises located at
_______________________________________________"; or

(B)"The Bank has notified us that this Letter of Credit will not be extended
beyond the current expiration date of this Letter of Credit and Applicant has not delivered to
Beneficiary at least thirty (30) days prior to the current expiration of this Letter of Credit a
replacement Letter of Credit satisfactory to Beneficiary."

2.The original of this Letter of Credit.

Special conditions:

Partial draws under this Letter of Credit are permitted. Notwithstanding
anything to the contrary contained herein, this Letter of Credit shall expire permanently without
renewal on ________________________.

This Letter of Credit shall be automatically extended for an additional period of
one (1) year, without amendment, from the present or each future expiration date but in any event
not beyond _____________ which shall be the final expiration date of this Letter of Credit, unless,
at least thirty (30) days prior to the then current expiration date we notify you by registered
mail/overnight courier service at the above address that this Letter of Credit will not be extended
beyond the current expiration date.

We hereby agree with you that all drafts drawn under and in compliance with the
terms of this Letter of Credit will be duly honored upon presentation to us of the documents
described in Paragraph 1 above on or before the expiration date of this Letter of Credit,
without inquiry as to the accuracy thereof and regardless of whether Applicant disputes the content
of any such documents or certifications.

This Letter of Credit is transferable and any such transfer may be effected by
us, provided that you deliver to us your written request for transfer in form and substance
reasonably satisfactory to us. Beneficiary may, at any time and without notice to Applicant and
without first obtaining Applicant's consent thereto, transfer all or any portion of Beneficiary's
interest in and to the Letter of Credit to another party, person or entity, regardless of whether or
not such transfer is separate from or as a part of the assignment by Beneficiary of Beneficiary's
rights and interests in and to the Lease. The original of this Letter of Credit together with any
amendments thereto must accompany any such transfer request.

 

 

Except so far as otherwise expressly stated, this documentary credit is subject
to Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of
Commerce Publication No. 500.


By:

Authorized signature


Please direct any correspondence including drawing or inquiry quoting our
reference number to the above referenced address.

This document consists of two pages.

 

Exhibit I

Tenant's Property

A.Laboratory benches and casework;

B.Air compressors;

C.Air handlers, HEPA filtration systems, and dehumidification units for rotor
and bead manufacturing areas;

D.Warehouse racking;

E.Pre-manufactured cold rooms;

F.Fume hoods; and

G.DI water systems.

 

Exhibit J

Subordination, Non-Disturbance and Attornment Agreement

 

 

 

 

THIS AGREEMENT, made and entered into as of ___________________, 2000, by and
between Principal Mutual Life Insurance Company, an Iowa corporation, with principal offices located
at 711 High Street, Des Moines, Iowa (hereinafter called "Mortgagee"), Principal Development
Investors LLC, a Delaware limited liability company (hereinafter called, collectively, "Landlord"),
c/o Legacy Partners Commercial, Inc., as manager for Landlord with the manager's principal office at
101 Lincoln Centre Drive, Fourth Floor, Foster City, California 94404, and Abaxis, Inc., a
California corporation, having its principal office at 3240 Whipple Road, Union City, California
94587, Attention: Facilities Department (hereinafter called "Tenant");

 

W I T N E S S E T H

WHEREAS, Tenant has by a written lease, dated for reference purposes as of June
21, 2000, as amended and all future amendments approved by Mortgagee, and any extensions included as
options therein (hereinafter called the "Lease"), leased from Landlord all or part of certain real
estate and improvements thereon located at 3240 Whipple Road, Union City, California, as more
particularly described in Exhibit A attached hereto (the "Demised Premises"); and

 

WHEREAS, Landlord has previously encumbered the Demised Premises as security for
a loan from Lender to Landlord in the form of a Deed of Trust (hereinafter called the "Mortgage");
and

 

WHEREAS, Tenant, Landlord and Mortgagee have agreed to the following with respect
to their mutual rights and obligations pursuant to the Lease and the Mortgage;

 

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by each
party to the other and the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:

(1) Tenant's interest in the Lease and all rights of Tenant thereunder shall
be and are hereby declared subject and subordinate to the Mortgage upon the Demised Premises and its
terms, and the term "Mortgage" as used herein shall also include any amendment, supplement,
modification, renewal or replacement thereof.

(2) In the event of any foreclosure of the Mortgage or any conveyance in lieu
of foreclosure, and provided that the Lease, immediately prior to such foreclosure of the Mortgage
or conveyance in lieu of foreclosure, shall have been in full force and effect and Tenant shall not
then be in Default (as such term is defined in the Lease) of its obligations under the Lease, then
in any such event, Mortgagee shall neither terminate the Lease nor join Tenant in foreclosure
proceedings, nor disturb Tenant's possession, nor shall the leasehold estate or tenancy created by
the Lease be affected in any way, and the Lease shall continue in full force and effect as a direct
lease between Tenant and Mortgagee.

(3) After the receipt by Tenant of notice from Mortgagee of any foreclosure
of the Mortgage or any conveyance of the Demised Premises in lieu of foreclosure, Tenant will
thereafter attorn to and recognize Mortgagee or any purchaser from Mortgagee at any foreclosure sale
or otherwise as its substitute landlord, and having thus attorned, Tenant's possession shall not
thereafter be disturbed providing, and as long as, Tenant shall continue to pay annual rental under
the Lease, and Tenant otherwise observes or performs the covenants, terms and conditions of the
Lease to be observed and performed by Tenant thereunder. Any such attornment and recognition of a
substitute landlord shall be upon all of the terms, covenants, conditions and agreement as are then
set forth in Lease except as otherwise herein.

(4) Except as otherwise required pursuant to the provisions of Section 8 of
the Lease, Tenant shall not prepay any of the rents, or income derived under the Lease more than one
month in advance except with the prior written consent of Mortgagee.

(5) In no event shall Mortgagee be liable for the return of any security
deposit, any act or omission of the Landlord, nor shall Mortgagee be subject to any offsets or
deficiencies which Tenant may be entitled to assert against the Landlord as a result of any act or
omission of Landlord occurring prior to Mortgagee's obtaining possession of the Demised Premises
except for the obligations of Landlord to provide the Tenant Improvement Allowance in accordance
with the provisions of Exhibit B to the Lease. Provided, however, so long as Mortgagee and
Landlord remain the parties named herein, the provisions of this paragraph shall not apply.

(6) Mortgagee has received an assignment of the Lease and the Lease may not
be amended or altered and Tenant may not be released therefrom or from any of its obligations except
with the written consent of Mortgagee or except as otherwise so expressly provided under the
provisions of the Lease. 

(7) This Agreement and its terms shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns, including without
limitation, any purchaser at any foreclosure sale.

(8) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and such counterparts when taken together shall constitute but one
agreement.

(9) Landlord hereby confirms and authorizes Tenant to recognize Mortgagee as
its substitute landlord and to pay all Rent and charges directly to Mortgagee upon receiving written
notice from Mortgagee in accordance with the provisions of Paragraph 3 above.

IN WITNESS WHEREOF, this Agreement has been fully executed under seal on the
day and year first above written.

MORTGAGEE:

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,

an Iowa corporation

By:______________________________________

Title:______________________________________

 

By:______________________________________

Title:______________________________________

Date:______________________________________

 

 

TENANT:

ABAXIS, INC.,

a California corporation

 

By:______________________________________

Title:______________________________________

Date:______________________________________

 

LANDLORD:

PRINCIPAL DEVELOPMENT INVESTORS, LLC,

a Delaware limited liability company

 

By:________________________________________

Its:________________________________________

By:________________________________________

Its:________________________________________

Date:____________________________________

STATE OF CALIFORNIA)

) ss.

COUNTY OF ALAMEDA)

On this ____________ day of __________, 2000 before me, a Notary Public in
and for said County, personally appeared ___________________ and ________________, to me personally
known to be the identical persons whose names are subscribed to the instrument as officers for the
Tenant herein named, who being each by me duly sworn did say that they are the __________________
and ___________________ respectively of ABAXIS, INC., a California corporation, and that said
instrument was signed on behalf of said corporation by authority of its Board of Directors, and the
aforesaid officers each acknowledged the execution of said instrument to be the duly authorized act
and deed of said corporation, by it and by each of them voluntarily executed.

 

 

________________________________________________

Notary Public in and for the County of Alameda, California

STATE OF IOWA)

 ) ss.

COUNTY OF POLK)

 

On this ____________ day of __________, 2000 before me, a Notary Public in
and for said County, personally appeared ___________________ and ________________, to me personally
known to be the identical persons whose names are subscribed to the instrument as officers for the
Landlord herein named, who being each by me duly sworn did say that they are the __________________
and ___________________ respectively of PRINCIPAL DEVELOPMENT INVESTORS LLC, a Delaware limited
liability company, and that said instrument was signed on behalf of said corporation by authority of
its Board of Directors, and the aforesaid officers each acknowledged the execution of said
instrument to be the duly authorized act and deed of said corporation, by it and by each of them
voluntarily executed.

 

 

________________________________________________

Notary Public in and for Polk Co., Iowa

STATE OF IOWA)

 ) ss.

COUNTY OF POLK)

 

On this ____________ day of __________, 2000 before me, a Notary Public in
and for said County, personally appeared ___________________ and ________________, to me personally
known to be the identical persons whose names are subscribed to the instrument as officers for the
Landlord herein named, who being each by me duly sworn did say that they are the __________________
and ___________________ respectively of PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, a corporation, and
that said instrument was signed on behalf of said corporation by authority of its Board of
Directors, and the aforesaid officers each acknowledged the execution of said instrument to be the
duly authorized act and deed of said corporation, by it and by each of them voluntarily
executed.

 

 

________________________________________________

Notary Public in and for Polk Co., Iowa

Exhibit A

To Subordination, Non-Disturbance and Attornment Agreement

Page 1 of 1

 

Addendum 1 

Option to Extend the Lease Term

 

This Addendum 1 (the "Addendum") is incorporated as part of that certain Lease
Agreement dated for reference purposes as of June 21, 2000 (the "Lease"), by and between ABAXIS,
INC., a California corporation ("Tenant"), and PRINCIPAL DEVELOPMENT INVESTORS, LLC, a Delaware
limited liability company ("Landlord"), for the leasing of those certain premises located at 3240
Whipple Road, Union City, California 94587 as more particularly described in Exhibit A to the
Lease (the "Premises"). Any capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms as set forth in the Lease.

1.Grant of Extension Option. Subject to the provisions,
limitations and conditions set forth in Paragraph 5 below, Tenant shall have an option ("Option") to
extend the initial term of the Lease for five (5) years (the "Extended Term").

2.Tenant's Option Notice. Tenant shall have the right to
deliver written notice to Landlord of its intent to exercise this Option (the "Option Notice"). If
Landlord does not receive the Option Notice from Tenant on a date which is neither more than four
hundred twenty (420) days nor less than three hundred sixty-five (365) days prior to the end of the
initial term of the Lease, all rights under this Option shall automatically terminate and shall be
of no further force or effect. Upon the proper exercise of this Option, subject to the provisions,
limitations and conditions set forth in Paragraph 5 below, the initial term of the Lease shall be
extended for the Extended Term.

3.Establishing the Initial Monthly Base Rent for the Extended
Term. The initial monthly Base Rent for the Extended Term shall be the then current market
rent for the highest and best use for similar space within the competitive market area of the
Premises (the "Fair Rental Value"). "Fair Rental Value" of the Premises means the current market
rental value of the Premises as of the commencement of the Extended Term, taking into consideration
all relevant factors, including length of term, the uses permitted under the Lease, the quality,
size, design and location of the Premises, including the condition and value of existing tenant
improvements (excluding Tenant's Property or other improvements constructed by Tenant directly and
paid by Tenant), and the monthly base rent paid by tenants for premises comparable to the Premises,
and located in the competitive market area of the Premises, as reasonably determined by
Landlord.

If Tenant does not agree with the Fair Rental Value (as reasonably determined by
Landlord) for the Extended Term within ten (10) days of receipt by Landlord of the Option Notice for
the Extended Term, Landlord and Tenant each, at its cost and by giving notice to the other party,
shall appoint a competent and impartial commercial real estate broker (hereinafter "broker") with at
least five (5) years' full-time commercial real estate brokerage experience in the geographical area
of the Premises to set the Fair Rental Value for the Extended Term. If either Landlord or Tenant
does not appoint a broker within ten (10) days after the other party has given notice of the name of
its broker, the single broker appointed shall be the sole broker and shall set the Fair Rental Value
for the Extended Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this
paragraph, they shall meet promptly and attempt to set the Fair Rental Value. In addition, if either
of the first two (2) brokers fails to submit their opinion of the Fair Rental Value within the time
frames set forth below, then the single Fair Rental Value submitted shall automatically be the
initial monthly Base Rent for the Extended Term and shall be binding upon Landlord and Tenant. If
the two (2) brokers are unable to agree within ten (10) days after the second broker has been
appointed, they shall attempt to select a third broker, meeting the qualifications stated in this
paragraph within ten (10) days after the last day the two (2) brokers are given to set the Fair
Rental Value. If the two (2) brokers are unable to agree on the third broker, either Landlord or
Tenant by giving ten (10) days' written notice to the other party, can apply to the Presiding Judge
of the Superior Court of the county in which the Premises is located for the selection of a third
broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear
one-half (1⁄2) of the cost of appointing the third broker and of paying the third broker's fee. The
third broker, however selected, shall be a person who has not previously acted in any capacity for
either Landlord or Tenant. Within fifteen (15) days after the selection of the third broker, the
third broker shall select one of the two Fair Rental Values submitted by the first two brokers as
the Fair Rental Value for the Extended Term. The determination of the Fair Rental Value by the third
broker shall be binding upon Landlord and Tenant.

In no event shall the monthly Base Rent for any period of the Extended Term as
determined pursuant to this Addendum, be less than the highest monthly Base Rent charged during the
initial term of the Lease. Upon determination of the initial monthly Base Rent for the Extended Term
pursuant to the terms outlined above, Landlord and Tenant shall immediately execute an amendment to
the Lease. Such amendment shall set forth among other things, the initial monthly Base Rent for the
Extended Term and the actual commencement date and expiration date of the Extended Term. Tenant
shall have no other right to further extend the initial term of the Lease under this Addendum unless
Landlord and Tenant otherwise expressly agree in writing.

4.Condition of Premises and Brokerage Commissions for the Extended
Term. If Tenant timely and properly exercises this Option, in strict accordance with the
terms contained herein: (1) Tenant shall accept the Premises in its then "As-Is" condition and,
accordingly, Landlord shall not be required to perform any additional improvements to the Premises;
and (2) Tenant hereby agrees that it will solely be responsible for any and all brokerage
commissions and finder's fees payable to any broker now or hereafter procured or hired by Tenant or
who claims a commission based on any act or statement of Tenant ("Tenant's Broker") in connection
with the Option. Tenant hereby further agrees that Landlord shall in no event or circumstance be
responsible for the payment of any such commissions and fees to Tenant's Broker.

5.Limitations On, and Conditions To, Extension Option. Except
with respect to a Transfer to a Related Entity in accordance with the provisions of this Lease, this
Option is personal to Tenant and may not be assigned, voluntarily or involuntarily, separate from or
as part of the Lease. At Landlord's option, all rights of Tenant under this Option shall terminate
and be of no force or effect if any of the following individual events occur or any combination
thereof occur: (1) Tenant has been in default (after notice and the applicable cure period has
expired) at any time during the initial term of the Lease, or is in default of any provision of the
Lease on the date Landlord receives the Option Notice; and/or (2) Tenant has assigned its rights and
obligations under all or part of the Lease or Tenant has subleased all or part of the Premises;
and/or (3) Tenant's or the Related Entity's financial condition is unacceptable to Landlord at the
time the Option Notice is delivered to Landlord; provided, however, if the net profits and financial
condition of Tenant or the Related Entity (as the case may then be ) is reasonably adequate and
sufficient in relation to the then remaining obligations of Tenant under this Lease, then Tenant's
or the Related Entity's (as applicable) then existing financial condition shall be acceptable to
Landlord, as determined by Landlord in its sole but reasonable discretion; and/or (4) Tenant has
failed to exercise properly this Option in a timely manner in strict accordance with the provisions
of this Addendum; and/or (5) Tenant no longer has possession of all or any part of the Premises
under the Lease, or if the Lease has been terminated earlier, pursuant to the terms and provisions
of the Lease.

6.Time is of the Essence. Time is of the essence with respect
to each and every time period set forth in this Addendum.



	
Tenant Initials

 

______________________
	
Landlord Initials

 

_____________________