STANDARD MULTI-TENANT OFFICE LEASE - GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATION

REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.  THE PARTIES ARE URGED TO:

1.                                      SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2.                                      RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:  THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING:  IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

NOTICE:  These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No.  ###-###-####. Fax No.: (213) 687-8616.

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ADDENDUM TO STANDARD MULTI-TENANT OFFICE LEASE GROSS

BY AND BETWEEN

ALLEN JOSEPH BLACKMORE, TRUSTEE OF THE BLACKMORE FAMILY TRUST,

RESTATED 1995, LESSOR

AND

GENOPTIX, INC., A DELAWARE CORPORATION, LESSEE

DATED APRIL 14, 2008

This Addendum to Standard Multi-Tenant Office Lease – Gross dated as of April 14, 2008, is attached to and made a part of that certain Standard Multi-Lessee Office Lease – Gross dated as of April 14, 2008 (the “Lease”) by and between Allen Joseph Blackmore, Trustee of the Blackmore Family Trust, Restated 1995 (“Lessor”), and Genoptix, Inc., a Delaware Corporation (“Lessee”).  In the event of any express or implied inconsistency between the provisions of this Addendum and the Lease, the provisions of this Addendum shall control.  Initially capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Lease.

50.                                 SUBSTANTIAL COMPLETION:  The term “Substantially Completed” or “Substantial Completion” shall mean: (a) the shell and core of the Building are complete and in compliance with all Applicable Requirements and all of the Building’s plumbing, heating, life safety ventilating, air conditioning, or electrical systems (“Building Systems”) are operational to the extent necessary to service the Premises such that Tenant can conduct normal business operations from the Premises, (b) Lessor has completed all the work required to be performed by Lessor in accordance with the Tenant Improvement Agreement, except minor “punch-list” items which can be, and shall thereafter be, promptly completed, (c) Lessor has obtained a certificate of occupancy for the Premises, or a final sign off of the Permit by the City Inspector or its equivalent, (d) Lessee has been provided with the number of parking spaces to which it is entitled under the Lease, (e) Lessee has been tendered continuous and uninterrupted access to the Premises, and (f) Lessee has received a Non-Disturbance Agreement signed by Landlord and each current lien holder, ground lessor or mortgage holder of record.

51.                                 EARLY ACCESS:  Lessee, along with its contractors, subcontractors, agents, etc., shall be permitted to enter the Premises at any time prior to the anticipated Commencement Date provided said access has been coordinated in advance with Reno Contracting with no obligation to pay rent, for the purpose of installing furniture, fixtures, equipment, and leasehold improvements.  Such entry shall not interfere with or delay completion of the tenant improvements, or result in additional construction costs to Lessor.  Lessee shall be obligated to comply with all terms of the Lease except for the payment of Base Rent and Lessee’s Share of Operating Expenses during such early access period.

52.                                 BASE RENT INCREASES:

On January 1, 2010, the monthly Base Rent shall be increased to $115,015.00;

On January 1, 2011, the monthly Base Rent shall be increased to $118,465.00;

On January 1, 2012, the monthly Base Rent shall be increased to $122,019.00;

On January 1, 2013, the monthly Base Rent shall be increased to $125,680.00;

On January 1, 2014, the monthly Base Rent shall be increased to $129,450.00.

53.                                 MONUMENT SIGNAGE:  Lessee shall be granted signage rights on the monument sign located at the entrance to the Premises.  Said signage shall be designed by Lessor’s signage contractor using Tenant’s corporate logo and name, in accordance with the Building Signage Program, the CC&R’s and all City ordinances.  The cost of the sign, permit, design, fabrication and installation shall be charged to Lessee’s Tenant Improvement Allowance in an amount not to exceed $ 2,500 unless mutually agreed upon by Lessor and Lessee.  All costs associated with sign removal shall be at Lessee’s sole cost and expense.

54.                                 TENANT DIRECTORY AND SUITE IDENTIFICATION:  Lessee shall be granted Tenant Directory and Suite Identification signage in accordance with the Building Signage Program, which shall include a sign adjacent to Tenant’s suites and a directory listing.  All costs associated with the fabrication, installation and removal of said signage shall be at Lessee’s sole cost and expense in an amount not to exceed $ 300 unless mutually agreed upon by Lessor and Lessee.

55.                                 BUILDING SIGNAGE:  Lessee shall have the right to one exterior building top signage. Said signage shall be designed by Lessor’s signage contractor using Tenant’s corporate logo and name, in accordance with the Building Signage Program, the CC&R’s and all City ordinances.  The cost of the sign, permit, design, fabrication and installation shall be charged to Lessee’s Tenant Improvement Allowance in an amount not to exceed $5,000 unless mutually agreed upon by Lessor and Lessee. All costs associated with sign removal shall be at Lessee’s sole cost and expense.

56.                                 HEATING, VENTILATING, & AIR CONDITIONING:  Lessor, at Lessor’s expense, which expense shall be included in the Operating Expenses for the Base Year, shall furnish heating, ventilating and air-conditioning (HVAC) to the Premises, during the hours set forth in Paragraph 1.12 hereof.  After Hours HVAC usage shall be reimbursed to Lessor based upon Lessor’s actual cost for such usage.  If reimbursed, such actual costs shall be billed to Lessee monthly in addition to Base Rent.  Any dispute regarding the calculation of Landlord’s actual costs shall be determined by the Building’s HVAC maintenance contractor based upon data provided to Lessee.

57.                                 REFUSE:  The trash bins are provided for the disposal of ordinary office refuse.  The use of the bins for the disposal of large items which do not constitute customary office refuse, i.e., packing crates, furniture, storage pallets, etc., is expressly prohibited, and shall be disposed of promptly in some other manner by Lessee at Lessee’s expense.

58.                                 ELECTRICAL AND PHONE SERVICES:  It is understood by the parties hereto that Lessee shall contract directly with the appropriate vendors for electricity and phone services to its suite and said costs shall be paid directly by Lessee to such vendors. These costs shall not be included in the Operating Expenses.  The costs of installing any separate meters for the Premises shall be borne solely by Lessor, and shall not be charged to Lessee as an Operating Expense.

59.                                 BUILDING MAINTENANCE:  Lessor has warranted the Building condition and compliance in Paragraphs 2.2 and 2.3.  To the extent that any system replacement or repair of any key component to the Building’s system is required to be made within nine (9) months of the Commencement Date, or Lessor receives notice within such nine (9) month period that any such replacements or repairs are required, such repair or replacement shall be paid for solely by Lessor and shall not be charged to Lessee as Building Operating Expenses provided such repair or replacement is not occasioned by Lessee’s negligence or abuse.

60.                                 RIGHT OF FIRST OFFER ON FIRST FLOOR SUITES 103 AND 104:  During the Term of the Lease, provided that Lessee is not in Breach of the Lease, Lessee shall have a continuing right to lease (a) Suite 103, located on the first floor of the Building (approximately 4,649 rentable square feet), a depiction of which space is attached as Exhibit F-1 hereto (“Suite 103 Space”), and (b) Suite 104, located on the first floor of the Building (approximately 6,886 rentable square feet), a depiction of which space is attached as Exhibit F-2 hereto (“Suite 104 Space”) should Lessor receive a bona fide, third party offer to lease either Suite 103 Space or Suite 104 Space (together the “First Floor Suites”).  If Lessor receives an offer from a bona fide third party to lease either of the First Floor Suites, then Lessor will notify Lessee in writing of the terms and conditions of such offer along with the terms and conditions that Lessor would be willing to accept. Such written notice shall be accompanied with a copy of the third party offer for verification purposes. Lessee shall keep such notices confidential.  Lessee shall have five (5) business days following receipt of Lessor’s notice to either (i) accept or reject the terms and conditions upon which Lessor would be willing to lease the applicable First Floor Suite, or (ii) enter into further negotiations with Lessor for the subject space for a period not to exceed ten (10) business days following the expiration of the five (5) business day period following receipt of Lessor’s notice, and if such negotiations do not result in a lease for such space, then Lessee shall be deemed to have rejected Lessor’s offer.  If Lessee elects to enter into negotiations, then before the termination of such negotiation, Lessee shall present Lessor with an offer (“Best and Final Offer”) containing the provision upon which Lessee would be willing to lease the proposed space.

If Lessee elects to accept the terms and conditions in Lessor’s notice or if Lessor and Lessee agree to terms during the negotiations or Lessor elects to accept the terms of the Best and Final Offer, then the accepting party shall notify the other party in writing and Lessee and Lessor shall then execute a amendment for one or both of the First Floor Suites upon which the parties have agreed to lease to be upon the same terms and conditions as the existing Lease, with the only changes (e.g. rent, commencement date, term tenant improvements, etc.) being those contained in the notice that Lessor delivered to Lessee. Lessee’s failure to notify Lessor in writing within five (5) business days following receipt of Lessor’s notice of Lessee’s intention to exercise its rights to lease either of the First Floor Suites as described herein shall be deemed a rejection of Lessee’s right to lease such space.  If Lessee should not accept Lessor’s offer (whether by notice, inaction or failure of negotiations) and does not present Lessor with a Best and Final Offer, then Lessor shall have four (4) months to consummate a lease with said third party at such terms and conditions as Lessor deems appropriate.  If Lessee presents a Best and Final Offer to Lessor, then Lessor shall have four (4) months to consummate a lease with said third party at such terms and conditions no more favorable to the third party than those contained in the Best and Final Offer.  If during negotiations with the proposed tenant, the proposed lease terms and conditions change to be more favorable to the third party than those contained in the Best and Final Offer, or if the four (4) month negotiation period lapses, then all rights of First Offer shall be reinstated and Lessee shall be granted a new Right of First Offer on the applicable space pursuant to the procedures described above.

This right of first offer to lease additional space shall be personal to Lessee, and, notwithstanding any provision to the contrary contained elsewhere in the Lease, may not be assigned to any person or entity (except to a Permitted Transferee (defined below)).

61.                                 LIEN WAIVER:  Lessor acknowledges Lessee’s right to finance and to secure under the Uniform Commercial Code, inventory, furnishings, furniture, equipment, machinery, leasehold improvements and other personal property located in or at the Premises, and Lessor agrees, upon Lessee’s request, to execute the waiver forms attached hereto as Exhibit C releasing liens in favor of any purchase money seller, Lessor or lender who has financed or may finance in the future such items.  Without limiting the effectiveness of the foregoing, provided that no default shall have occurred and be continuing, Lessor shall, upon the request of Lessee, and at the Lessee’s sole cost and expense (including Lessor’s reasonable attorney fees incurred in relation thereto), execute and deliver any commercially reasonable instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, annexation

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or amendment to any person or entity permitted under this paragraph including Lessor waivers with respect to any of the foregoing.

62.                                 OPTION TO EXTEND:  Provided that Lessee is not then in default under any of the terms, covenants and conditions of the Lease beyond any applicable notice and cure period, Lessor hereby grants to Lessee, subject to the conditions hereinafter set forth, one (1), five (5) year option to extend the Term of this Lease (the “Option Term.”).  This option shall be on all of the same terms and conditions as this Lease, except for Base Rent, which shall be adjusted as set forth in Paragraph 63 below.  This option shall remain personal to Lessee and shall not be transferable to other entities except to a Permitted Transferee.  Lessee shall give Lessor written notification of Lessee’s intent to exercise the option no later than June 1, 2014.  All references to “Term” in the Lease shall include the Option Term as exercised in accordance with the Lease.

63.                                 BASE RENT INCREASES DURING OPTION PERIODS:

On January 1, 2015, the monthly Base Rent shall be increased to $133,334.00

On January 1, 2016, the monthly Base Rent shall be increased to $137,334.00;

On January 1, 2017, the monthly Base Rent shall be increased to $141,454.00;

On January 1, 2018, the monthly Base Rent shall be increased to $145,698.00;

On January 1, 2019, the monthly Base Rent shall be increased to $150,069.00.

64.                                 PERMITTED TRANSFERS:  Notwithstanding anything to the contrary contained in the Lease (including Section 12 thereof), Lessee may assign the Lease or sublease all of the Premises without Lessor’s consent, but with ten (10) days advance written notice to (each, a “Permitted Transferee”): (i) any corporation, partnership or other business entity that controls, is controlled by, or is under common control with Lessee, (ii) any corporation, partnership or other business entity resulting from a merger or consolidation with Lessee, or (iii) to any entity which acquires substantially all of Lessee’s assets or capital stock.  In no event shall any public offering of stock of Lessee on a national stock exchange constitute a transfer requiring Lessor’s consent pursuant to Article 12 of the Lease.   The provisions of Section 12.1(c) are hereby deleted from the Lease.

65.                                 RULES AND REGULATIONS AND USE:  Lessor agrees that the Rules and Regulations attached as Exhibit D to the Lease shall not be changed, revised or enforced in any unreasonable or non-discriminatory way by Lessor, nor modified or added to by Lessor in such a way as to interfere with Lessee’s permitted use of the Premises set forth in the Lease.  Lessor shall not enforce the Rules and Regulations in an unreasonable manner or in a manner which shall unreasonably interfere with the normal and customary use of the Premises by Lessee for the Agreed Use, and Lessor shall not unreasonably interfere with Lessee’s occupancy of the Premises in connection with any Lessor activity in the Building or Project, including, without limitation, repairs or alterations to the Common Areas.

66.                                 EXCLUSIONS FROM OPERATING EXPENSES:

(a)                                  Notwithstanding anything to the contrary in the definition of Operating Expenses and Real Property Taxes set out in the Lease, Operating Expenses and Real Property Taxes shall not include the following, except to the extent specifically permitted by a specific exception to the following:

(i)                                     Any ground lease rental;

(ii)                                  Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a Capital Expenditure which is specifically excluded in Paragraph 2.3 of the Lease (excluding, however, equipment not affixed to the Building which is used in providing janitorial or similar services);

(iii)                               Costs incurred by Lessor for the repair of damage to the Building, to the extent that Lessor is reimbursed by insurance proceeds;

(iv)                              Costs, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building;

(v)                                 Depreciation, amortization and interest payments, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Lessor to enable Lessor to supply services Lessor might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services.

(vi)                              Marketing costs including, without limitation, leasing commissions, attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

(vii)                           Expenses in connection with services or other benefits which are not offered to Lessee or for which Lessee is charged for directly but which are provided to another tenant or occupant of the Building;

(viii)                        Costs incurred by Lessor due to the violation by Lessor or any tenant of the terms and conditions of any lease of space in the Building; Exclusions from Operating Expenses, continued.

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(ix)                                Overhead and profit increment paid to Lessor or to subsidiaries or affiliates of Lessor for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis;

(x)                                   Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the Project;

(xi)                                Lessor’s general corporate overhead and general and administrative expenses;

(xii)                             Advertising and promotional expenditures, and costs of signs in or on the Building identifying the owner of the Building or other tenants’ signs;

(xiii)                          Costs incurred in connection with upgrading the Building to comply with disability, life, fire and safety codes, ordinances, statutes, or other laws in effect prior to the Commencement Date, including, without limitation, the Americans with Disabilities Act, including penalties or damages incurred to such non-compliance;

(xiv)                         Tax penalties incurred as a result of Lessor’s negligence, inability or unwillingness to make payments and/or file any tax or information returns when due:

(xv)                            Costs for which Lessor has been compensated by a management fee, and any management fees in excess of those management fees which are normally and customarily charged by comparable landlords of Comparable Buildings;

(xvi)                         Costs arising from the negligence or fault of other tenants or Lessor or its agents, or any vendors, contractors, or providers or materials or services selected, hired or engaged by Lessor or its agents;

(xvii)                      Notwithstanding any contrary provisions of the Lease, including, without limitation, any provision relating to capital expenditures, any and all costs arising from the presence of hazardous materials or substances in or about the Premises, the Building or the Project including, without limitation, hazardous substances in the ground water or soil, not placed in the Premises, the Building or the Project by Lessee;

(xviii)                   Costs arising from Lessor’s charitable or political contributions;

(xix)                           Costs arising from latent defects in the base, shell or core of the Building or improvements installed by Lessor or repair thereof;

(xx)                              Costs for sculpture, paintings or other objects of art;

(xxi)                           Costs (including in connection therewith all attorneys’ fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to Lessor and/or the Building and/or the Project;

(xxii)                        Costs associated with the operation of the business of the partnership or entity which constitutes Lessor as the same are distinguished from the costs of operation of the Building, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the action of Lessee may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor’s interest in the Building, costs of any disputes between Lessor and its employees (if any) not engaged in Building operation, disputes of Lessor with Building management, or outside fees paid in connection with disputes with other tenants;

(xxiii)                     Any “finders fees”, brokerage commissions, job placement costs or job advertising cost, other than with respect to a receptionist or secretary in the Building office, once per year;

(xxiv)                    Any “above-standard” cleaning, including, but not limited to construction cleanup or special cleanings associated with parties/events and specific tenant requirements in excess of service provided to Lessee, including related trash collection, removal, hauling and dumping;

(xxv)                       The cost of any magazine, newspaper, trade or other subscriptions;

(xxvi)                    The cost of any training or incentive programs, other than for tenant life safety information services;

(xxvii)                 The cost of any “tenant relations” parties, events or promotion not consented to by an authorized representative of Lessee in writing;

(xxviii)              “In-house” legal and/or accounting fees in excess of the management fees.

(b)                                 In the event any facilities, services or utilities used in connection with the Building are provided from another building owned or operating by Lessor or vice versa, the costs incurred by Lessor in connection therewith shall be allocated to Operating Expenses by Lessor on a reasonably equitable basis.

67.                                 AUDIT RIGHTS RELATING TO OPERATING EXPENSES:  Within sixty (60) days following the end of each Comparison Year, Lessor shall furnish Lessee a statement of the actual expenses incurred by Lessor during the previous Comparison Year compared to the actual expenses incurred by Lessor during the Base Year. If the actual expenses incurred by Lessor during the Comparison Year exceed those expenses incurred by Lessor during the Base Year, Lessee shall pay Lessor its prorata portion of the deficiency within thirty (30) days after delivery of Lessor’s Statement.  At Lessor’s option, the amount of this reimbursement may be estimated annually in advance with estimated payments being due monthly in addition to Base Rent.

For up to sixty (60) days following delivery of Lessor’s Statement, Lessee shall have the right (on not less than ten (10) days prior written notice to Lessor) to audit financial records of Lessor related to Operating Expenses incurred during the previous Comparison

Year as covered by the most recent Lessor’s Statement.  Any audit shall be conducted during normal business hours at Lessor’s office, or any other

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location reasonably designated by Lessor and shall be conducted by a certified public accounting firm reasonably approved by Lessor, provided it is not retained on a contingency or percentage of recovery basis.  Lessee must make any claim to Lessor for an adjustment to the Lessor’s Statement within thirty (30) days of any audit of Lessor’s Statement performed by Lessee.

68.                                 PARKING:  Except for maintenance and emergency, Lessee’s parking privileges shall be available to Lessee twenty-four (24) hours per day, seven (7) days per week, every day of the year, in any location where Lessee shall maintain its parking privileges.  In no event shall Lessee be charged any fee for parking during the Original Term or any Option Term.

69.                                 ALTERATIONS:  Notwithstanding any provision in the Lease to the contrary, including Section 1.2 (a) of the Lease, Lessee shall have the right to, at Lessee’s sole cost and expense (subject to the requirements of Section 7.3 of the Lease applicable to Alterations), install and maintain (i) a “key card” security system in the Building for purposes of protecting the Premises against unauthorized access, and (ii) telephone, data and IT cabling in the Premises.

70.                                 TERMINATION OF FARADAY LEASE:  Effective upon the occurrence of the Commencement Date under the Lease, Lessor shall cause that certain Standard Multi-Tenant Office Lease – Gross (with Addendum attached thereto), dated as of January 30, 2008 (the “Faraday Lease”) by and between Blackmore Signal Hill, a California limited partnership (“Faraday Lessor”) and Lessee for certain premises located at 1555 Faraday Avenue, Carlsbad, California (the “Faraday Premises”) to be terminated on behalf of the Faraday Lessor.  Lessee agrees to accept such termination concurrently therewith and thereafter neither Lessee nor the Faraday Lessor shall have any further obligation under the Faraday Lease except with respect to such matters as are intended to survive the expiration or earlier termination of the Faraday Lease pursuant to its terms.  Lessee shall perform all obligations of the Faraday Lease through the date of termination (including, without limitation, restoring the premises before vacating) and at Faraday Lessor’s request, Lessee and Faraday Lessor shall execute a termination agreement for the Faraday Lease in a commercially reasonable form (but such termination agreement shall not include any termination fee). Faraday Lessor shall have the right to enter into a lease for the Faraday Premises with a third party tenant prior to the scheduled Commencement Date under the Lease, in which event the Faraday Lease termination shall occur on the date that Lessee has effected its computer, data, telephony and furniture, fixture and equipment installations in, and physical move into, already improved space on the first floor of the Building (the “Relocation Space”), such that Lessee can commence business operations therein as the same are then conducted in the Faraday Premises.  Notwithstanding the foregoing, following vacation of the Faraday Premises, Lessee shall pay rent and other charges under the Faraday Lease through the Commencement Date (and shall be entitled to occupy the Relocation Space at no additional charges beyond the amounts to be paid under the Faraday Lease, but shall perform all other obligations under this Lease with respect to its occupancy of the Relocation Space during such period), at which time the terms of the Lease shall govern the Premises as a whole including the Relocation Space.  In no event shall Lessor’s construction activities in the balance of the Premises during such period of relocation from the Faraday Premises adversely affect Lessee’s use or occupancy of the Relocation Space for the conduct of Lessee’s business.  Lessor represents and warrants that the Faraday Lessor is an affiliate of Lessor and Lessor has the authority to cause the termination of the Faraday Lease as contemplated hereinabove.

71.                                 COOPERATION REGARDING RUTHERFORD LEASE:  Lessee currently subleases certain space at 2110 Rutherford Road, Carlsbad, California (“Rutherford Premises”) from a sublandlord that is a tenant of an affiliate of Lessor. The sublease rental rate that Lessee pays at the Rutherford Premises is less than the amount that the landlord of the Rutherford Premises receives from the sublandlord. Lessor and Lessee shall cooperate in good faith to attempt to extend Lessee’s current tenancy at the Rutherford Premises through December 31, 2014, but recognize that the sublandlord must cooperate for such extension to occur.  Such cooperation shall require neither Lessor (or its affiliate) nor Lessee to incur any additional liability or to modify the rents currently being paid or received under the existing lease and sublease arrangements affecting the Rutherford Premises.   If the sublandlord at the Rutherford Premises does not exercise its option to extend its lease, then Lessor shall cause Lessor’s affiliate to enter into a direct lease with Lessee for the Rutherford Premises for the period of July 1, 2012, through December 31, 2014, at a base monthly rent schedule of $123,114.44 for the period of July 1, 2012 through June 30, 2013; $126,807.87 for the period of July 1, 2013 through June 30, 2014; and $130,612.11 for the period of July 1, 2014 through December 31, 2014.

72.                                 ENTIRE AGREEMENT; COUNTERPARTS:  There are no oral agreements between the parties hereto affecting this Addendum and the Lease (collectively herein, the “Lease”), and this Lease supersedes and cancels any and al previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Lessor to Lessee with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease.  This Addendum may be executed in counterparts, which, when taken together, shall constitute a single document.

73.                                 EXHIBITS:  The following exhibits are attached hereto and made a part hereof:

Exhibit A-1– Floor Plan-Suite 100;

Exhibit A-2– Floor Plan-Suite 106;

Exhibit A-3– Floor Plan-Suite 200;

Exhibit B – Site Plan;

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Exhibit C - - Landlord Waiver and Consent Form;

Exhibit D – Building Rules and Regulations;

Exhibit E-1- Condition of Building Upon Possession-Suite 100;

Exhibit E-2- Condition of Building Upon Possession-Suite 106;

Exhibit E-3- Condition of Building Upon Possession-Suite 200;

Exhibit F-1 – Suite 103 Floor Plan;

Exhibit F-2 – Suite 104 Floor Plan.

IN WITNESS WHEREOF, Lessor and Lessee have entered into this Addendum as of the date first written above.

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EXHIBIT B

TENANT IMPROVEMENT AGREEMENT

This Tenant Improvement Agreement (“Agreement”) is entered into as of April 14, 2008, between Allen Joseph Blackmore, Trustee of the Blackmore Family Trust Restated 1995 (“Lessor”) and Genoptix, Inc., a Delaware corporation (“Lessee”), in connection with the execution of the Lease (with Addendum attached thereto) between Lessor and Lessee executed simultaneously with this Agreement (“Lease”).  This Agreement is the “Work Letter” referred to in said Lease.  Lessor and Lessee hereby agree as follows:

1.                                       General.

a.                                       The purpose of this Agreement is to set forth how the interior improvements on the second floor of the Premises, including, without limitation, offices, employee services facilities, demising walls, window coverings and floor covering (“Tenant Improvements”) are to be constructed, who will perform the construction of the Tenant Improvements, and who will pay for the construction of the Tenant Improvements. The Premises are located on the 2nd floor of the multi-tenant building located at 1811 Aston Avenue, Carlsbad, California (“Building”).  The first floor of the Premises has already been improved and is not part of this Agreement (although it is included in the definition of “Premises” in the Lease).

b.                                      Except as defined in this Agreement to the contrary, all terms utilized in this Agreement shall have the same meaning as the defined terms in the Lease.

c.                                       The provisions of the Lease, except where clearly inconsistent or inapplicable to this Agreement, are incorporated into this Agreement.

2.                                       Designer/Architect.  The plans for the Tenant Improvements shall be prepared by Richard Yen & Associates, or such other designer approved by Lessor and Lessee (“Designer”) who is familiar with the design of the Building and with all Applicable Requirements applicable to construction and completion of the Tenant Improvements and the customary tenant improvements for Class A office buildings in Carlsbad, California.  The cost of the space planning, architectural and engineering services (including “value engineering” services) relating to the preparation of the plans for the Tenant Improvements shall be included in the cost of the Tenant Improvements in an amount not to exceed $2.00 per usable square foot of the Premises.  Lessor shall contract with the Designer.

3.                                       Preparation of Plans and Construction Schedule for Tenant Improvements.  Lessor has provided instructions and Building background drawings to the Designer specifically identified above prior to the execution of the Lease (or, if such identified Designer is yet to be selected by the parties, promptly after such selection) to complete the plans and specifications, and Lessor shall contract on behalf of Lessee for the construction of the Tenant Improvements and supervise the Contractor in accordance with the following schedule:

a.                                       Upon the execution of the Lease, Lessee shall provide Designer with sufficient information to allow Designer to prepare preliminary Schematic Drawings (“Schematic Drawings”) for the Tenant Improvements, which Schematic Drawings shall be delivered to Lessor and Lessee upon completion.  Upon receipt of the Schematic Drawings, if such Tenant Improvements are of a nature that are inconsistent with either customary improvements for Class A office space in Carlsbad, California or Building Standard Tenant Improvement Items (as defined below), then Lessor shall notify Lessee of such proposed improvements, if any, that Lessee will need to remove and restore the Premises to the existing condition at the termination or expiration of the Lease so that Lessee can modify its proposed improvement plans accordingly.  Except with respect to such non-standard tenant improvements that Lessor has disapproved as provided hereinabove and which Lessee nonetheless elects to have Lessor construct, Lessee shall have no obligation to remove any of the Tenant Improvements.

b.                                      Lessee shall approve such Schematic Drawings not later than five (5) business days of receipt or designate by written notice to Lessor the specific changes required to be made to the Schematic Drawings, which Lessor shall make as soon as reasonably possible.  Lessee’s failure to give notice within such five (5) business day period of receipt shall be deemed an approval of the Schematic Drawings.

c.                                       After Lessee has approved the Schematic Drawings, Lessor shall cause the Designer to prepare and deliver to Lessee final Construction Documents (“Plans”) which shall be defined as, and shall consist of, complete architectural

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plans (inclusive of Schematic Drawings) and construction detail and specifications necessary to allow the Contractor to build the Tenant Improvements in accordance with the final Plans. The term “Tenant Improvements” shall mean all improvements shown on the final Plans as approved by Lessee and Lessor under this Agreement.

d.                                      Lessee shall approve such Plans within three (3) business days of receipt or designate by written notice to Lessor the specific changes required to be made to such Plans, which Lessor shall cause Designer to make as soon as reasonably possible following Lessor’s approval.  Lessee’s failure to give notice within such three (3) business day period shall be deemed an approval of the Plans.

e.                                       The Tenant Improvements shall not affect the Building’s structure, systems (excluding HVAC and utilities hook-ups to service the Premises), equipment or appearance (including, without limitation, any modification of the existing lobby, core or other improvements in the Building) except as expressly agreed to by Lessor or as required under Applicable Requirements, shall incorporate the “Building Standard Tenant Improvement Items” as described on Schedule “1” attached hereto and otherwise shall be consistent with tenant improvements in Class A office space in Carlsbad, all as determined in Lessor’s sole and absolute discretion.  Prior to final approval of the Plans, Lessor shall have the right to disapprove any Tenant Improvements requested by Lessee that Lessor determines do not at least meet the minimum of the above standards (“Landlord’s Minimum Standard”).

4.             Construction of Tenant Improvements.

a.                                       Lessor, as soon as this Agreement is executed, shall make arrangements for Reno Contracting, Inc. (“Contractor”) to construct the Tenant Improvements as indicated on the Plans as soon as commercially possible and consistent with industry custom and practice. Although Lessor will enforce the contract with Contractor to have the Tenant Improvements completed as soon as reasonably possible, Lessor shall not be liable for delay in the construction of the Tenant Improvements that cause the date of Substantial Completion to occur after December 31, 2008 (as extended by delays due to Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee) except to the extent that such delay is caused by (i) Lessor’s failure to respond to Schematic Drawings or Plans within three (3) business days of their submission to Lessor, (ii) any willful misconduct by Contractor which actually delays completion of the Tenant Improvements, and (iii) Lessor’s gross negligence or intentional misconduct.  Lessor shall direct Contractor to secure independent bids from three (3) subcontractors mutually acceptable to Lessor and Lessee (to the extent that such bids are reasonably available) for each trade (except for HVAC, fire safety, plumbing and electrical, for which the same subcontractors that completed lobby and core work and first floor tenant improvements at the Building will perform the work for such items in the Premises).  Unless mutually agreed by Lessor and Lessee, the lowest bidding subcontractor shall be retained by Contractor to perform the work.  Lessee shall be provided with the bid packages submitted for bid and, based on the winning bids, a budget of Total Costs (defined below) shall be prepared by Contractor and submitted to Lessor and Lessee for final approval (the “Approved Budget”). In connection with its approval of the Approved Budget, subject to Landlord’s Minimum Standard, Lessee shall have the right to eliminate or modify any elements of the Tenant Improvements and cause the Total Cost estimate to be revised accordingly, however Lessee shall be solely liable for any additional cost or delay in completion of the Tenant Improvements resulting therefrom.  Lessee shall have the benefit of the lowest pricing Contractor provides to Lessor for comparable construction on other properties owned by Lessor or its affiliated companies.

b.                                      Lessor shall not be paid a separate fee in connection with Lessor’s obligations set forth in this Agreement with respect to reviewing the design and construction of the Tenant Improvements for the Premises and supervising Contractor in the construction of the Tenant Improvements.

5.                                       Lessee Representative.  Lessee will designate a representative with decision making authority to attend the Tenant Improvement Construction Meetings that shall occur on a weekly basis or as needed in order to ensure that the construction process progresses smoothly and on schedule.

6.                                       Tenant Improvement Allowance.  The cost of the planning, design and construction of the Tenant Improvements (“Total Cost”) shall be at Lessee’s sole and entire cost except for the Allowance (defined below). The Total Cost shall include all direct and indirect costs and expenses incurred by Lessor relating to the Tenant Improvements as indicated by

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the Plans, as modified, including, without limitation, all direct and indirect costs related to the architectural, engineering and inspection fees, construction management fees, the costs of the Schematic Drawings and the Plans, payments made under all construction contracts, premiums for all bonds and insurance, all sales, use or similar taxes relating to the construction of the Tenant Improvements, permit fees and other governmental fees, losses and expenses not compensated by insurance or otherwise sustained by Lessor, blueprinting expenses and all other ordinary and reasonable expenses incurred by Lessor applicable to the construction of the Tenant Improvements all as shown on the Approved Budget, excluding costs required to bring the Building or Project into compliance with Applicable Requirements.  Lessor represents and warrants that the existing construction in the Project and the Building complies with Applicable Requirements (including, without limitation, the Americans with Disabilities Act requirements applicable to the Project and Building for normal office use). Except with respect to modifications to the Project or the Building (outside of the Premises) that are necessary to comply with Applicable Requirements, Lessor shall have no obligation to make any modifications to the Premises or the Building following the execution of this Agreement and any such changes to the Premises or the Building related to Lessee’s occupancy of the Premises shall be included in the Total Cost. Lessor will provide a Tenant Improvement allowance of $60.00 per useable square foot of the second floor of the Premises (which the parties agree consists of 24,494 useable square feet) (“Allowance”); provided, however, for avoidance of doubt, the cost of compliance with American with Disabilities Act requirements for portions of the Building and Project outside of the Premises as a result of the initial Tenant Improvements shall be at Lessor’s sole cost and expense. If the estimated Total Cost of the Tenant Improvements under the Approved Budget exceeds the Allowance, then Lessee shall pay such overage to Lessor (within five business days after Lessor’s written request) at the time that at least 75% of the Allowance has been expended for the costs of construction of the Tenant Improvements.  If Lessee requests a Change Order in the Tenant Improvements from that shown on the Plans and the additional cost of the Change Order causes the Total Cost under the Approved Budget to exceed the Allowance, then, the Approved Budget shall be modified to include the cost of such Change Order and Lessee shall pay such additional cost of the Change Order to Lessor before the Change Order is approved. Lessor shall perform the services of fund control with respect to the construction costs and shall disburse funds on a percentage of completion basis as construction progresses thereon.  When all the Tenant Improvements are Substantially Complete, if the Total Cost of the Tenant Improvements is less than the sum of the Allowance plus any amounts Lessee paid to Lessor, then Lessor shall apply the entirety of such overage to the Base Rent due under the Lease commencing on the date that Base Rent is first due until fully expended.

7.                                       Substantially Complete.  Lessor shall use diligent efforts to cause Substantial Completion of the Tenant Improvements (as defined in Section 50 of the Lease) to occur on or before January 1, 2009, and Lessee shall cooperate therewith in the timely performance of its obligations hereunder.  The actual date of Substantial Completion shall not impact the Commencement Date of the Term of the Lease, but no rent shall be payable under the Lease by Lessee until Substantial Completion has occurred except to the extent of Lessee’s breach of its obligations hereunder or due to a delay arising from a Change Order requested by Lessee as provided below.

a.                                       If Lessee delays the date of Substantial Completion due to Change Orders or the non-timely response to clarification or direction requested by the Designer, Contractor or Lessor, such delays shall not cause any delay in the Commencement Date of the Lease nor shall it delay Lessee’s obligation to pay rent for the Premises.

b.                                      Whenever possible and practical, Lessor will utilize, for the construction of the Tenant Improvements, the items and materials designated in the Plans.  However, whenever Lessor determines in its judgment that it is not practical or efficient to use such materials, Lessor shall have the right to substitute comparable items and materials.  However, if such substitute materials increase the cost of construction or operate to delay Substantial Completion, then Lessor shall not make such substitution without the consent of Lessee.

c.                                       If the date of Substantial Completion occurs before the scheduled Commencement Date, then Lessee shall be entitled to occupy the Premises during the period commencing on the date of Substantial Completion and ending on the Commencement Date without payment of monthly Base Rent or Operating Expenses during such period, but all other obligations of Lessee under the Lease shall apply.  The foregoing shall be without prejudice to Lessee’s early occupancy rights under the Lease.

8.                                       Change Orders.  If Lessee requests any changes to the Plans other than those that are necessary due to acts or omissions of Lessor or the Designer (“Change Order”), Lessor shall not unreasonably withhold its consent to any such Change Order, provided the

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Change Order does not materially affect the Building’s structure, systems, equipment or appearance (including, without limitation, any modification of the existing lobby, core or other improvements in the Building) unless such Change Order is required to comply with Applicable Requirements, and does not result in the use of materials in the construction of the Tenant Improvements of a lesser quality than the Building Standard Tenant Improvement Items. Lessee shall request Change Orders in writing consistent with the provisions of Paragraph 3 of this Agreement and if the Change Order increases the cost of the Tenant Improvements, then Lessee shall pay such increased costs to Lessor before the request is approved if the additional cost of the Change Order exceeds the Allowance.

9.                                       No Lessor Liability.  Lessor shall not be liable for any loss, cost, damage, or expense incurred or claimed by Lessee or any other person or party on account of the construction or installation of the Tenant Improvements or any other improvements to the Premises made by Lessee, except to the extent caused by Lessor’s negligence, recklessness or intentional acts. Lessee agrees and understands that Lessor shall not be the guarantor of, nor responsible for, the correctness or accuracy of any Plans, the compliance of such Plans with applicable laws or the operation of the Tenant Improvements in the Premises. Lessor assumes no liability or responsibility resulting from the failure of the Lessee to comply with applicable governmental laws, codes and regulations or for any defect in any of the Tenant Improvements or other alteration to the Premises made by Lessee.  Notwithstanding the foregoing, Lessor shall enforce for the benefit of Lessee all contracts, warranties, indemnities and guaranties applicable to the design and construction of the Tenant Improvements.  Lessee shall indemnify, defend and hold Lessor harmless from and against claims for personal injury or property damage to the extent caused by Lessee’s gross negligence and intentional misconduct in connection with its entry onto and activities on the Premises during the construction of the Tenant Improvements.

10.                                 Future Improvements by Lessee to the Premises.  In the event that Lessee shall desire to perform future improvements to the Premises during the term of the Lease or any extension thereof, Lessee shall construct such improvements in accordance with the terms and conditions of the Lease.

11.                                 Default.  Any default by Lessee or Lessor under the terms of this Agreement, subject to applicable notice and cure periods, shall constitute a default under the Lease and shall entitle the other to exercise all remedies set forth in the Lease.  The defaulting party shall have all rights to remedy such default pursuant to the provisions of the Lease.

12.                                 Reasonable Diligence and Cooperation.  Both Lessor and Lessee agree to use reasonable diligence and cooperation in performing all of their respective obligations and duties under this Agreement and in proceeding with the construction and completion of all Tenant Improvements in the Premises.

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SCHEDULE “1”

Building Standard Tenant Improvement Items

1.             DEMISING WALLS

a.                       Demising walls:  (For stud heights =< 14’-9”) 3-5/8” x 25 ga. Metal studs at 24”o.c. with 5/8” Type ‘x’ Gyp Bd.  Attach with 1” Type ‘S’ screws at 8” o.c. vert. And 12” o.c. at bottom and top track and at intermediate studs.  Complete and full height from floor to structure above.  Set bottom tack in two (2) beads of silicon sealant.  Provide slip track at top of demising wall where attaching to building structure.

b.                      Wall Insulation:  3” unfaced fiberglass batt insulation.

c.                       Finish:  Level 4 finish in accordance with ASTM C 840 Gypsum Association standard GA-214-96.

d.                      Sound Rating:  Minimum STC 49.

2.             INTERIOR PARTITIONS

a.                       Interior Partitions:  (For stud heights =< 14’-9”) 3-5/8” x 25 ga. Metal studs at 24”o.c. with 5/8” Type ‘x’ Gyp Bd.  Attach with 1” Type ‘S’ screws at 8” o.c. vert. And 12” o.c. at bottom and top track and at intermediate studs.

b.                      Wall Insulation:  3” unfaced fiberglass batt insulation, where required for sound attenuation.

c.                       Finish:  Level 4 finish in accordance with ASTM C 840 Gypsum Association standard GA-214-96.

3.             INTERIOR DOORS, FRAMES, AND SIDELIGHTS

a.                       Interior Doors:  3’-0” x 8’-10” x 1-3/4” thick solid core, plain sliced, Grade ‘A’ per WDMA I.S. 1-A (1993), book matched, Am. Cherry veneer, stained per Architect’s sample.

b.                      Frames:  Pre-finished metal door frame; fire-rated assembly (20-min.) where required.

c.                       Sidelights:  Integral sidelights with 1/4” clear tempered float glass.

4.             DOOR HARDWARE

a.                       Hardware:  Standard hardware sets as required for each door.

b.                      Mortise Locksets:  Schlage, L Series Mortise Lockset at tenant entry door, or as required, Athens lever, 626

c.                       Cylinder Locksets:  Schlage, D Series, Athens lever, 626.

5.             ACOUSTICAL CEILINGS

a.                       Metal Suspension System, Standard:  Armstrong World Industries, Inc., Superfine XL 9/16” Exposed Tee System, white.

b.                      Metal Suspension System (Optional Upgrade):  Armstrong World Industries, Inc., Interlude XL 9/16” Dimensional Tee System, white.

c.                       Acoustical Panels:  Armstrong World Industries, Inc., Dune, fine textured, white, 15/16” angled tegular, 24” x 24”.

d.                      Ceiling heights shall be maintained at a minimum of 9’-0” above finish floor, except at certain feature areas or soffits.

6.             WALL BASE

a.                       Carpet Base:  4” carpet base at carpeted floors, to match adjacent carpet.

b.                      Resilient Wall Base (at VCT or linoleum flooring):  4” rubber top-set carpet base, smooth.  Color:  to be selected from manufacturer’s standard colors.

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7.             FLOOR COVERING

a.                       Carpet:

1.               Cut pile carpet: Equal to Prince Street; Entendre [Tip Sheared]; 409806 Biomass.

2.               Level loop carpet: Equal to Shaw- 5A036 Kendari.

b.                      Vinyl composition Tile:  Armstrong, Excelon, 12” x 12”, 1/8 gage. Color to be selected from manufacturer’s standard colors.

c.                       Linoleum Floor Covering:  Armstrong World Industries, Inc., Marmoette sheet linoleum floor covering.  Color and pattern to be selected from manufacturer’s standard colors.

8.             PAINT

a.                       Interior Paint:  ICI, Frazee, or Dunn-Edwards, Flat latex interior wall paint.  Colors to be selected from manufacturer’s standard colors.

9.             ARCHITECTURAL WOODWORK

a.                       Plastic Laminate Cabinets:  WIC Premium grade, frameless, flush overlay, high-pressure decorative laminate by Nevamar.  Color and pattern to be selected from manufacturer’s standard selection.

10.           WINDOW TREATMENT

a.                       Vertical Blinds:  3 1/2” flat vinyl vanes, perforated, white.

11.           HVAC SYSTEMS

a.                       Water source heat pumps for the primary air systems, condenser water piping, main supply air ducts, main

12.           LIGHTING CONTROL

a.                       A/B switching  as required, “Decora” swiches, white.

13.           LIGHTING

a.                       Recessed Fluorescent Fixtures:  Columbia Lighting, Stratus, STR24-3, 2’x4’ 3 lamp, linear indirect recessed luminaire, white.

b.                      Recessed Downlight:  Prescolite, Virtual Source, Compact Fluorescent Downlight, 8” aperature.

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