1.

 
Premises Condition (as hereinafter defined) and (B) the datepossession of the Expansion Premises is tendered to Tenant. Landlord shall endeavor to give Tenantnotice of the date it expects to tender possession of the Expansion Premises to Tenant at leastfifteen (15) days prior to such anticipated delivery date. The parties estimate that the ExpansionPremises Commencement Date will be June 1, 2010; provided, however, that the foregoing is anestimate only, and in all events if Landlord cannot tender possession of the Expansion Premises toTenant on or before the estimated Expansion Premises Commencement Date, such delay shall not renderthis Amendment void or voidable, or impose any liability upon Landlord for any loss or damageresulting therefrom. In addition, nothing in the preceding sentence shall prevent Landlord fromdelivering the Expansion Premises to Tenant on or before the estimated Expansion PremisesCommencement Date.          **(b)**Landlord and Tenant hereby acknowledge that (i) the Expansion Premises is currently beingleased pursuant to a Lease Agreement dated July 6, 2000 (as amended from time-to-time, the “TelogyLease”) between Original Landlord and Telogy, LLC, a Delaware limited liability company (“Telogy”)and (ii) Telogy filed a petition under Chapter 11 of the United States Bankruptcy Code in theUnited States Bankruptcy Court, Northern District of California, Oakland Division (the “BankruptcyProceeding”). Therefore, the lease of the Expansion Premises to Tenant pursuant to this Amendmentis contingent upon either (A) the rejection of the Telogy Lease as part of the BankruptcyProceeding or (B) the assumption of the Telogy Lease as part of the Bankruptcy Proceeding and thesubsequent amendment of the Telogy Lease so as to cause it to terminate (the “Expansion PremisesCondition”).          **(c)**If Landlord has not tendered possession of the Expansion Premises to Tenant by October 31,2010, then Tenant shall have the option to terminate this Lease as to all of the Premises (i.e. theOriginal Premises and the Expansion Premises) by delivering written notice of the exercise of itstermination option (the “Termination Notice”) at any time prior to the earlier of (i) January 31,2011 and (ii) the date possession of the Expansion Premises is tendered to Tenant. If Tenanttimely delivers the Termination Notice, then (A) as of the date that Tenant delivers theTermination Notice to Tenant (the “Termination Notice Date”) Base Rent for the Original Premisesshall increase to $97,273.40 per month and (B) the Lease shall terminate as of that date which is12 months after the Termination Notice Date (such 12 month period, the “Holdover Period”).Notwithstanding the preceding, Tenant may elect to cause the Holdover Period to terminate beforethat date which is 12 months after the Termination Notice Date by delivering at least 180 daysadvance written notice to Landlord; provided, however, in no event may Tenant terminate theHoldover Period prior to that date which is 6 months after the Termination Notice Date.     **4. ****Base Rent.**          **(a) Original Premises Base Rent.**As of March 1, 2010, Base Rent for the Original Premisesshall be as follows:           **Per Square**    **Foot Monthly Base** **Monthly****Period** **Rental Rate** **Base Rent**March 1, 2010 —February 28, 2011 $0.800  $72,899.20 March 1, 2011 —February 29, 2012 $0.824  $75,086.18 March 1, 2012 —February 28, 2013 $0.849  $77,364.28 March 1, 2013 —February 28, 2014 $0.874  $79,642.38 March 1, 2014 —February 28, 2015 $0.900  $82,011.60 March 1, 2015 —February 29, 2016 $0.927  $84,471.95 March 1, 2016 —February 28, 2017 $0.955  $87,023.42 
2.

 
           **Per Square**    **Foot Monthly Base** **Monthly****Period** **Rental Rate** **Base Rent**March 1, 2017 —February 28, 2018 $0.984  $89,666.02 March 1, 2018 —February 28, 2019 $1.014  $92,399.74 March 1, 2019 —February 29, 2020 $1.044  $95,133.46 March 1,2020 — February 28, 2021 $1.075  $97,958.30      Tenant agrees to pay Base Rent for the Original Premises in equal monthly installments at theplace provided in the Lease on the first (1st) day of each month, in advance (subject to adjustmentin accordance with the other provisions of the Lease), plus all applicable taxes thereon, togetherwith all other amounts due under the terms of the Lease. Landlord acknowledges that Tenant paidand Landlord received Base Rent in the amount of $97,273.40 for the month of March 2010. Theparties hereby agree that Tenant shall receive a credit in the amount of $24,374.20 against thepayment of Base Rent for April 2010.          **(b) Expansion Premises Base Rent.**As of the Expansion Premises Commencement Date, Base Rentfor the Expansion Premises shall be as follows:           **Per Square**    **Foot Monthly Base** **Monthly****Period** **Rental Rate** **Base Rent**Expansion PremisesCommencement DateFebruary 28, 2011 $0.800  $28,191.20 March 1, 2011 —February 29, 2012 $0.824  $29,036.94 March 1, 2012 —February 28, 2013 $0.849  $29,917.91 March 1, 2013 —February 28, 2014 $0.874  $30,798.89 March 1,2014 — February 28, 2015 $0.900  $31,715.10 March 1, 2015 —February 29, 2016 $0.927  $32,666.55 March 1, 2016 —February 28, 2017 $0.955  $33,653.25 March 1, 2017 —February 28, 2018 $0.984  $34,675.18 March 1, 2018 —February 28, 2019 $1.014  $35,732.35 March 1, 2019 —February 29, 2020 $1.044  $36,789.52 March 1,2020 — February 28, 2021 $1.075  $37,881.93      Tenant agrees to pay Base Rent for the Expansion Premises in equal monthly installments at theplace provided in the Lease on the first (1st) day of each month, in advance (subject to adjustmentin accordance with the other provisions of the Lease), plus all applicable taxes thereon, togetherwith all other amounts due under the terms of the Lease.          **(c) Expansion Premises Base Rent Abatement.**Notwithstanding anything to the contrarycontained herein, Landlord hereby agrees to abate Base Rent for the Expansion Premises only for thefirst three (3)months after the Expansion Premises Commencement Date (the “Expansion Premises AbatementPeriod”). The total value of the abatement granted to Tenant is $84,573.60 (the “ExpansionPremises Abatement Amount”).
3.

 
Except for the Expansion Premises Abatement Amount, Tenant shall,throughout the Expansion Premises Abatement Period, be obligated to make all other payments whichTenant is obligated to make pursuant to the terms of the Lease (including, without limitation, BaseRent with respect to the Original Premises and Tenant’s Share of Operating Expenses, Tax Expenses,Common Area Utility Costs and Utility Expenses) and shall be subject to all the covenants andconditions of the Lease. Tenant agrees that if, at any time from and after the Expansion PremisesCommencement Date, there is a default by Tenant which is not cured within the applicable cureperiod, the entire Expansion Premises Abatement Amount, with interest accrued from the date suchamounts would have originally been due had payment not been deferred pursuant to this Section,shall be deemed an additional obligation payable by Tenant, and Tenant shall have no further righthereunder to non-payment of monthly Base Rent during the remainder of the Expansion PremisesAbatement Period, if any.     **5. ****Condition of Premises.**          **(a)**Tenant has accepted the Original Premises and hereby acknowledges that they are suitablefor Tenant’s intended use and in good operating order, condition and repair. Except as otherwiseexpressly set forth in the Lease, Tenant expressly acknowledges and agrees that neither Landlordnor any of Landlord’s agents, representatives or employees has made any representations as to thesuitability, fitness or condition of the Original Premises for the conduct of Tenant’s business orfor any other purpose, including, without limitation, any storage incidental thereto.          **(b)**Tenant agrees to accept the Expansion Premises on the Expansion Premises Commencement Dateas then being suitable for Tenant’s intended use and in good operating order, condition and repairin its then existing “AS IS” condition. By taking possession of the Expansion Premises, Tenantshall be deemed to have accepted the Expansion Premises in good condition and repair. Tenantexpressly acknowledges and agrees that neither Landlord nor any of Landlord’s agents,representatives or employees has made any representations as to the suitability, fitness orcondition of the Expansion Premises for the conduct of Tenant’s business or for any other purpose,including, without limitation, any storage incidental thereto. Notwithstanding the foregoing oranything else to the contrary in this Amendment or in the Lease, Landlord warrants to Tenant thatas of the Expansion Premises Commencement Date the Expansion Premises (including, withoutlimitation, the building systems (i.e., heating, ventilation and air conditioning, plumbing,mechanical, electrical and life safety) serving the Expansion Premises) shall be (i) in goodworking order and condition and (ii) in compliance with the requirements of the Americans withDisabilities Act (“ADA”) (codified at 42 U.S.C. §§ 12101, *et seq*.) and all other applicable Laws.If there is non-compliance with such warranty, Landlord shall, as Landlord’s sole obligation withrespect to such matter promptly after receipt of written notice from Tenant setting forth withspecificity the nature and extent of such non-compliance rectify the same at Landlord’s expense.The warranty period shall be 6 months. If Tenant does not give Landlord the required notice withinsuch 6 month period, Landlord shall have no warranty obligation under this Section 5(b) and thecorrection of such failure shall be made in accordance with the other terms of the Lease.Notwithstanding anything in this Section 5(b) to the contrary, Tenant shall be responsible forcompliance with ADA and all other applicable Laws if the application of ADA or such otherapplicable Laws arises from (A) the specific manner and nature of Tenant’s use or occupancy of theExpansion Premises, as distinct from general office use, (B) alterations made by Tenant or (C) abreach by Tenant of any provisions of this Amendment or the Lease.     **6.****Extension/Expansion Improvements****.**Any leasehold improvements to be constructed orinstalled in connection with the commencement of the Extension Term or the lease of the ExpansionPremises (collectively, the “Extension/Expansion Improvements”) shall be at Tenant’s sole cost andexpense and shall be subject to all of the terms and conditions of the Lease including, withoutlimitation, those under Section 10.1 of the Lease. Notwithstanding the foregoing, Landlord herebyapproves the installation of a second floor (including, without limitation, offices, bathrooms,kitchen, conference areas and other common areas) in either or both of the Original Premises andExpansion Premises, provided such second floor installation (i) is made in accordance with theterms and conditions of the Lease including, without limitation, Section 10.1 of the Lease and (ii)shall remain subject to Landlord’s approval rights under Section 10.1 of the Lease. Installationof such a second floor in either or both of the Original Premises and Expansion Premises shall notcause, at the time of such second floor installation or at any other time during the Term of theLease (as extended by this Amendment and as may be extended in thefuture), any of the following to be increased: (a) the rentable square footage of thePremises, (b) the total Base Rent
4.

 
payable with respect to the Premises, (c) Tenant’s Share ofOperating Expenses, Tax Expenses, Common Area Utility Costs or Utility Expenses and (d) the numberof parking spaces allocated to Tenant.     **7. ****Security Deposit.** Landlord currently holds a letter of credit from Comerica Bankin the amount of $97,273 (the “Existing Letter of Credit”) under the Lease. From and after theEffective Date, Tenant shall have no further obligation to provide Landlord with a letter of creditas collateral for Tenant’s performance of its obligations under the Lease, and within thirty (30)days of the Effective Date, Landlord shall return the Existing Letter of Credit to Tenant.     **8. ****Lease Modifications.**          **(a)**Effective as of the Effective Date, Landlord’s addresses for notices under the Lease shallbe: (i) c/o Nearon Enterprises, 500 La Gonda Way, Suite 210, Danville, CA 94526, Attn: GregChabolla and (ii) c/o Woodstock Development & Investments, 330 Primrose Road, Suite 203,Burlingame, CA 94010, Attn: Kirk Charles Syme.          **(b)**Effective as of the Effective Date, the number of parking spaces allocated to Tenant shallbe changed from two hundred and twenty-four (224) non-exclusive and non-designated parking spacesto three hundred and nineteen (319) non-exclusive and non-designated parking spaces.          **(c)**Effective as of the Expansion Premises Commencement Date, the number of parking spacesallocated to Tenant shall be changed from three hundred and nineteen (319) non-exclusive andnon-designated parking spaces to four hundred and forty-two(442) non-exclusive and non-designatedparking spaces.     **9. ****Operating Expenses; Utilities and Services.**          **(a)**The parties acknowledge that Building B and Building E are part of a multi-buildingproject and that the costs and expenses incurred in connection with the Park (i.e., OperatingExpenses, Tax Expenses and Common Area Utility Costs) are shared among the tenants of the buildingsin the Park. Accordingly, such costs and expenses are determined annually for the Park as a whole,and a portion of such costs and expenses, which portion shall be determined by Landlord on anequitable basis, shall be allocated to the buildings in the Park. Such portion of OperatingExpenses, Tax Expenses and Common Area Utility Costs allocated to a particular building shallinclude all Operating Expenses, Tax Expenses and Common Area Utility Costs attributable solely tothe such building and an equitable portion of the Operating Expenses, Tax Expenses and Common AreaUtility Costs attributable to the Park as a whole. Landlord shall have the right, from time totime, to equitably allocate some or all of the Operating Expenses, Tax Expenses and Common AreaUtility Costs for the Park among different portions or occupants of the Park (“Cost Pools”), inLandlord’s reasonable discretion. The Operating Expenses, Tax Expenses and Common Area UtilityCosts allocable to each Cost Pool shall be allocated to such Cost Pool and charged to the tenantswithin such Cost Pool in an equitable manner. The parties acknowledge that (i) Building Bcomprises 27.6% of the Park, and (ii) Building E comprises 28.3% of the Park.          **(b)**The parties acknowledge that electricity charges for Building B are not billed or meteredseparately to the tenants of Building B. To properly allocate electricity charges for Building Bto the tenants of Building B, Landlord has installed an instrument that measures electricity usageby the individual tenants of Building B and allocates electricity charges for Building B inaccordance with such measurements. Therefore, notwithstanding anything in the Lease or thisAmendment to the contrary, Tenant’s share of electricity charges may be more or less than Tenant’sShare of Utility Expenses depending on Tenant’s and any other tenant’s or tenants’ actualelectricity use.     **10. ****Brokers.** Tenant warrants that it has had no dealing with any broker or agent inconnection with the negotiation or execution of this Amendment other than Cornish & CareyCommercial, and Tenant agrees to indemnify, defend and hold Landlord harmless from and against anyclaims by any other broker, agent or other person claiming a commission or other form ofcompensation by virtue of having dealt with Tenant with regard to this leasing transaction.Landlord warrants that it has had no dealing with any broker or agent in connection with thenegotiation or execution of this Amendment, and Landlord agrees to indemnify, defend and holdTenant harmless
5.

 
from and against any claims by any other broker, agent or other person claiming acommission or other form of compensation by virtue of having dealt with Landlord with regard tothis leasing transaction.     **11. ****Effect of Amendment.** Except as modified herein, the terms and conditions of theLease shall remain unmodified and continue in full force and effect. In the event of any conflictbetween the terms and conditions of the Lease and this Amendment, the terms and conditions of thisAmendment shall prevail.     **12. ****Definitions.** Unless otherwise defined in this Amendment, all terms not defined inthis Amendment shall have the meaning set forth in the Lease.     **13. ****Tenant’s Representations.** Tenant hereby represents and warrants to Landlord that(a) Tenant is in good standing under the laws of the State of California, (b) Tenant has fullcorporate power and authority to enter into this Amendment and to perform all of Tenant’sobligations under the Lease, as amended by this Amendment, and (c) each person (and all of thepersons if more than one signs) signing this Amendment on behalf of Tenant is duly and validlyauthorized to do so.     **14. ****Ratification.** Except as modified by this Amendment, the Lease and all the terms,covenants, conditions and agreements thereof are hereby in all respects ratified, confirmed andapproved. Tenant hereby affirms that on the date hereof, to Tenant’s actual knowledge, no breachor default by either party has occurred and that the Lease, and all of its terms, conditions,covenants, agreements and provisions, except as hereby modified, are in full force and effect withno defenses or offsets thereto.     **15. ****Full Force and Effect.** This Amendment contains the entire understanding betweenthe parties with respect to the matters contained herein. Except as modified by this Amendment,the Lease shall remain unchanged and shall continue in full force and effect. No representations,warranties, covenants or agreements have been made concerning or affecting the subject matter ofthis Amendment, except as are contained herein and in the Lease. This Amendment may not be changedorally, but only by an agreement in writing signed by the party against whom enforcement of anywaiver, change or modification or discharge is sought.     **16. ****Counterparts.** This Amendment may be executed in any number of identicalcounterparts each of which shall be deemed to be an original and all, when taken together, shallconstitute one and the same instrument.     **17. ****No Offer.** Submission of this instrument for examination and signature by Tenantdoes not constitute an offer to lease or a reservation of or option for lease, and this instrumentis not effective as a lease amendment or otherwise until executed and delivered by both Landlordand Tenant.*[Signature Page Follows]*
6.

 
**IN WITNESS WHEREOF**, the parties have executed this Amendment as of the date and year first abovewritten.               **Tenant:**   **Landlord:**                 ABAXIS, INC.,