LEASE RIVERSIDE CENTER ROANOKE, VIRGINIA

Exhibit 10.19

LEASE

RIVERSIDE CENTER

ROANOKE, VIRGINIA

THIS LEASE is made this 30th day of December 2005 , by CARILION MEDICAL CENTER (hereinafter referred to as “Landlord”) and LUNA INNOVATIONS INCORPORATED (hereinafter referred to as “Tenant”).

WITNESSETH

In consideration of the mutual agreements hereinafter set forth, the parties hereto mutually agree as follows:

1. Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the term and upon the conditions hereinafter provided, that certain space in Suites 300 & 400 , located on the 3 ^rd and 4 ^th floors of the office building to be constructed by Landlord at Phase 1 of Building #1 - Riverside Center, Roanoke, Virginia, 24014, (hereinafter referred to as the “Building”), which space shall consist of the entire 4 ^th floor of the Building and the portion of the 3 ^rd floor identified by Tenant in writing to Landlord on or before June 1, 2006, provided that the total leased space shall consist of approximately 20,000 net rentable square feet (such space being hereinafter referred to as the “Premises”). The parties agree that a floor plan showing the Premises shall be attached hereto as Exhibit A once the space has been identified by Tenant.

1A. Tenant’s Option and Right of First Refusal . If at any time hereafter, Landlord receives from a ready, willing and able prospective tenant an acceptable bona fide offer, or makes a bona fide offer to such a prospective tenant, to lease all or a portion of the space on the third floor of the Building not leased to Tenant, Landlord shall give Tenant written notice thereof, specifying term, rent of the proposed lease, accompanied by Landlord’s affidavit that such offer to lease is in good faith. Tenant shall thereupon have the prior option to lease the space at the rent rate covered by the offer, which option Tenant may exercise by giving Landlord written notice within fifteen (15) days after Tenant’s receipt of Landlord’s notice of the offer. Should Tenant fail to exercise the right of first refusal within the time limits set forth above or elect not to exercise said right, Landlord may lease the space to such third party and Tenant’s right of first refusal for space shall terminate. Notwithstanding the foregoing, Tenant shall have the option, at any time prior to receiving notice from Landlord that Landlord has made or received a bona fide offer to lease all or a portion of the third floor of the Building not leased to Tenant, to lease all or a portion of such additional space. In the event Tenant notifies Landlord in writing of its election to lease additional space on the third floor, the additional space shall be leased by Landlord to Tenant pursuant to the terms and conditions set forth herein and the parties agree to execute an amendment to this Lease reflecting the lease of the additional space.

2. Term and Renewal . The term of this Lease shall be for five years and commence on the later of: (i) the 1st day of September 2006 or (ii) the day the Landlord delivers to Tenant of a

certificate of occupancy issued by the appropriate governmental authorities (provided the Building and Tenant’s Improvements are substantially complete), permitting Tenant to take possession of the Premises. Landlord shall provide at least thirty (30) days prior notice to the Tenant of the anticipated Commencement Date and Landlord shall give Tenant access to the Premises during such thirty (30) day period. In the event the Landlord has not substantially completed the Building, including Tenant’s Improvements, and delivered a certificate of occupancy to Tenant by January 1, 2007, Tenant may terminate this Lease upon written notice to Landlord.

Landlord agrees that in the event Tenant notifies Landlord in writing at least twelve (12) months prior to the end of the initial five year term that Tenant would like to renew this Lease for an additional five years, Landlord shall negotiate with Tenant in good faith for a five year extension of this Lease.

3. Rent . Tenant shall pay as base rent for the Premises at the rate of Twenty Four Dollars ($24.00) per square foot for the first year of the term, payable in advance, in equal monthly installments. The first monthly installment is to be made by Tenant within two business days following the Commencement Date, and the second and all subsequent monthly payments to be made on the first day of each and every calendar month during the term hereof, beginning with the second full calendar month after the Commencement Date. If the Commencement Date is a date other than the first day of a month, the rent from the Commencement Date until the first day of the following month shall be prorated at the rate of one-thirtieth (1/30 ^th ) or one-thirty first (1/31 ^st ), as applicable, of the base monthly rental for each day and that amount plus rent for the first full calendar month shall be paid by Tenant to Landlord within two business days following the Commencement Date. Tenant shall pay rent to Landlord, or to such other party or at such other address as Landlord may designate from time to time by written notice to Tenant, without demand and without deduction, set-off or counterclaim, except as expressly set forth herein. If Landlord shall at any time or times accept said rent after it shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute, or be construed as, a waiver of any or all of Landlord’s rights hereunder. As reflected in the table set forth below, rent for the third, fourth and fifth years of the term shall increase by two percent (2%) over the rent paid during the preceding lease year (numbers based on 20,000 net rentable square feet).

3A. Rent Adjustment . Notwithstanding the provisions of Article 3, and after taking into account the various terms of each lease, Landlord agrees that the rent paid by Tenant shall never exceed the rent paid to Landlord by any other tenant in the Building. In the event any space in the Building is leased to one or more third parties for less than Twenty Four Dollars ($24.00) per square foot, Landlord shall give immediate notice to Tenant. Tenant and Landlord shall jointly choose a MIA real estate appraiser. The two leases and all relevant information including the cost of the tenant improvements shall be submitted to the appraiser for his review. Without sharing the details of the information submitted with Tenant, the appraiser shall then be requested to evaluate

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the relative financial value of the two landlord/tenant arrangement and then report back to Landlord and Tenant whether the new tenant is receiving a better financial arrangement on a square foot basis. If the appraiser determines that the new tenant is receiving a better financial arrangement he shall then inform the Landlord and Tenant what adjustment would need to be made in Tenant’s rent to make the two financial arrangements equivalent. That adjustment would then be implemented and the rent for the subsequent years of Tenant’s Term shall also be adjusted accordingly. Tenant acknowledges and agrees that the terms and conditions set forth in this Article 3A shall not be triggered by, or apply to, any leased space containing less than 1,000 square feet, or wherein the tenant is Carilion Health System, its subsidiaries or the Carilion Biomedical Institute, and that this Article 3A only applies to the Building and not any other buildings that may be constructed by Landlord in Riverside Center.

4. Use of Premises . Tenant will use and occupy the Premises following the Commencement Date solely for the conduct of Tenant’s business and in accordance with the uses permitted under applicable zoning regulations. Tenant will not use or occupy the Premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations, and orders of the United States of America, State of Virginia, and any other public authority having jurisdiction over the Premises. It is expressly understood that if any present or future law, ordinance, regulation or order requires an occupancy permit for the Premises, Tenant will obtain such permit at Tenant’s own expense. Tenant will have, together with other tenants in the Building, access to and use of all common areas and facilities of the Building.

5. Assignment and Subletting . Tenant will not assign, transfer or encumber this Lease or the Premises without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise without prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. If Tenant merges with a third party or if Tenant sells substantially all its assets Tenant may assign and/or transfer this Lease after obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Tenant may sublet or rent the Premises or any portion thereof only with the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any assignee or subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord.

6. Building and Improvements . Landlord, at its sole cost and expense, shall cause the Building, of which the Premises are a part, to be constructed in accordance with the plans and specifications, including finishes, resubmitted to the Building Department of the City of Roanoke on December 28, 2005, which plans and specifications are incorporated herein by reference (the “Plans and Specifications”). Landlord warrants to Tenant that the Building shall be constructed in a good and workmanlike manner, substantially free of defects in workmanship and substantially in accordance with the Plans and Specifications; it being acknowledged by Tenant that Landlord may substitute materials of like-kind and quality without obtaining Tenant’s prior written consent. Landlord shall promptly repair and replace any defects or deficiencies noted by Tenant to Landlord which arises as a result of the construction of the Building and not as a result of Tenant’s use of the Premises.

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Prior to the Commencement Date, Landlord shall complete construction of all requested Tenant improvements according to Tenant’s plans and specifications as approved by Landlord, which approval shall be unreasonably withheld or delayed (“Tenant’s Improvements”). Landlord agrees that it shall pay an amount up to $25.00 per sq. ft. for the construction of Tenant’s Improvements. Landlord agrees to contract directly with the party constructing the Building to complete Tenant’s Improvements, and Tenant shall be named as a third party beneficiary to such contract. Landlord shall inform Tenant of any cost of Tenant’s Improvements that shall exceed the square foot allowance and Landlord will not begin the construction of Tenant’s Improvements without Tenant’s written approval. Landlord shall not make any modifications to Tenant’s Improvements that would result in an additional cost in excess of the square foot allowance without the prior written consent of Tenant. In the event the cost of Tenant’s Improvements exceed the square foot allowance paid by Landlord, Tenant shall reimburse Landlord the additional costs following Tenant’s receipt of written notice from Landlord evidencing that the additional costs have been paid. Tenant shall be free to make, with Landlord’s consent, provided such consent shall not be unreasonably withheld or delayed, additional alterations, redecorations, or improvements in and to the Premises provided all of such alterations, redecorations, additions or improvements conform to all applicable Building Codes of the City of Roanoke. If any mechanic’s lien is filed against the Premises, or the real property of which the Premises are a part, for work claimed to have been done directly for, or materials claimed to have furnished directly to, Tenant, such mechanic’s lien shall be discharged by Tenant within twenty (20) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by filing any bond permitted by law. If Tenant shall fail to discharge any such mechanic’s lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive, or release, the default of Tenant in not discharging the same. It is understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any alterations, decorations, or improvements, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s interest in the Premises, the Building or the real property upon which the Building is situated to any mechanic’s liens which may be filed in respect of any such alterations, decorations, additions, or improvements made by or on behalf of Tenant. All alterations, decorations, additions or improvements, in or to the Premises or the Building made by either party shall remain upon and be surrendered with the Premises as a part thereof at the end of the term hereof without disturbance, molestation or injury; provided, however, that if Tenant is not in default in the performance of any of its obligations under this Lease, Tenant shall have the right to remove, prior to the expiration or termination of the term of this Lease, all movable furniture, furnishings, or equipment installed in the Premises at the expense of Tenant (except carpeting which Tenant has installed, which shall become property of Landlord), and if such property of Tenant is not removed by Tenant prior to the expiration or termination of this Lease the same shall become the property of Landlord and shall be surrendered with the Premises as a part thereof.

7. Maintenance and Repair . Tenant shall suffer no waste or injury to the Premises or the fixtures and equipment therein, and shall, at the expiration or other termination of the term of this Lease, surrender up the Premises in the same order and condition in which they are on the Commencement Date, ordinary wear and tear and damage by the elements, fire or other casualties excepted. Landlord, at its sole cost, shall diligently and as soon as practicable perform all necessary maintenance and make all repairs, service, maintenance and/or replacement necessary (including, but

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not limited to, all plumbing, piping, heating and air conditioning systems, electrical and lighting facilities and equipment, wiring, fixtures, elevators, windows, door glass, plate glass, showcases, skylights and entrances) to keep the Premises in good condition and in proper working order. Landlord shall also provide and install all original and replacement fluorescent tubes and light bulbs within the Premises necessary to provide adequate lighting. Landlord shall promptly cause the removal, at no expense to Tenant, of all snow and ice from the sidewalks and parking areas serving the Leased Premises and shall maintain, at its sole cost, the landscaping, sidewalks and parking areas in good repair and condition.

8. Signs; Furnishings . No sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any part of the inside of the Building except on the directories, the doors of offices and corridor walls, and then only in such place, number, size, color and style as is approved by Landlord, which approval shall not be unreasonably withheld or delayed, and at Tenant’s cost and expense, and if such sign, advertisement or notice is nevertheless exhibited by Tenant without Landlord’s consent, Landlord shall have the right to remove the same and Tenant shall be liable for any and all expenses incurred by Landlord by said removal. Tenant shall be entitled, at Tenant’s expense, to construct signage on the exterior of the Building based on a prorated share of the allowable space for signage on the side of Building. Said proration shall be calculated based on the percentage of square footage of the Premises over the total net rentable square footage with in the Building. The signs shall comply with all local rules, regulations and ordinances promulgated by the local governing body where the Building is located. Landlord shall have the right to prescribe the weight and position of safes and other heavy equipment or fixtures, which shall, if considered necessary by the Landlord, stand on plank strips to distribute the weight. Any and all damage or injury to the Premises or the Building caused by moving the property of Tenant into, in or out of the Premises, or due to the same being on the Premises shall be repaired by, and at the sole cost of, Tenant. No deliveries of any matter of any description will be received into the Building or carried in the elevators except as approved by Landlord, which approval shall not be unreasonably withheld or delayed, and all deliveries shall be made only through entrances of the Building designated for this purpose. All moving of furniture, equipment and other material shall be coordinated with, and under the supervision of, Landlord who shall, however, not be responsible for any damage to or charges for moving same.

9. Access to Premises . Tenant shall permit Landlord, or its representatives to enter the Premises during Tenant’s normal business hours provided Tenant receives at least twenty four (24) hours prior written notice (except in the case on an emergency when no such notice is necessary), without charge therefore to Landlord and without diminution of the rent payable by Tenant, to examine, inspect and protect the same, and to make such alterations and/or repairs as in the judgment of Landlord may be deemed reasonably necessary. Upon receipt of written prior notice, Tenant shall also permit Landlord or its representatives such access to Premises to exhibit the same to prospective Tenants during the last one hundred twenty (120) days of the term of this Lease.

10. Insurance Rating . Tenant will not conduct or permit to be conducted any activity, or place any equipment in or about the Premises, which will, in any way, increase the rate of fire insurance or other insurance on the Building, and if any increase in the rate of fire insurance or other insurance is stated by any insurance company or by the applicable Insurance Rating Bureau to be due to activity or equipment in or about the Premises, such statement shall be conclusive evidence

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that the increase in such rate is due solely to such activity or equipment and, as a result thereof, Tenant shall be liable for such increase and shall reimburse Landlord therefore.

11. Tenant’s Equipment . Tenant may not install or operate in the Premises any electrically operated equipment or other machinery, other than radios, televisions, clocks, copying machines, paper shredders, computers, fax machines, printers or other equipment and machinery used in Tenant’s ordinary business without first obtaining the prior consent of Landlord, which consent shall not be reasonably withheld or delayed, provided that such consent may be conditioned upon the payment by Tenant of additional rent in compensation for such excess consumption of utilities and for the cost of additional wiring as may be occasioned by the operation of said equipment or machinery. Tenant shall not install any other equipment of any kind or nature whatsoever which will or may necessitate any changes, replacements or additions to, or in the use of, the water system, heating system, plumbing system, air-conditioning system, or electrical system of the Premises or the Building without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be reasonably objectionable to Landlord or to any tenant in the Building shall be installed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate such noise and vibration.

12. Indemnity and Liability and Casualty Insurance . Tenant shall indemnify and hold harmless Landlord, Carilion Medical Center and its respective parents, subsidiaries, affiliates, related corporations, agents, officers, directors, and employees, from and against any and all claims, liabilities, losses and causes of action of whatever kind or nature which are suffered by or asserted against Landlord arising out of Tenant’s use of the Premises, provided Tenant shall not be responsible for damages and injury caused by the negligence or wrongful act of Landlord, its employees, agents or representatives; and Tenant further agrees to defend all such claims at its own cost and expense without reimbursement from Landlord. Tenant further covenants and agrees to indemnify Landlord resulting from any action or failure to act by any and all of Tenant’s employees on the Premises.

Tenant does hereby covenant and agree to obtain and keep in full force and effect insurance as set forth below and to furnish Landlord with certificates of insurance evidencing such coverage, which insurance shall name Carilion Medical Center as additional named insured and shall contain a forty-five (45) day cancellation or material change in coverage clause. To the extent reasonably available, such policies shall contain a waiver of subrogation in favor of Carilion Medical Center. Tenant agrees that the insurance coverages set out below shall be primary coverage as between Landlord and Tenant. Except as set forth herein, such insurance coverages do not limit the liability of Tenant to Landlord for any damages.

12A. Comprehensive General Liability . Tenant shall obtain commercial general liability insurance with minimum limits of $1,000,000 Each Occurrence, $2,000,000 General Aggregate, $2,000,000 Products & Completed Operations Aggregate, $1,000,000 Personal & Advertising Injury, $1,000,000 Fire Damage (any one fire) and $10,000 Medical Expense (any one person).

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12B. Additional Insured Endorsement CG2010 11/85 or equivalent in favor of Carilion Medical Center and all affiliates (copy of endorsement(s) must accompany standard ACORD certificate of insurance).

It is understood and agreed that the furnishing by Tenant of such policies of insurance and the acceptance of same by Landlord is not intended to and shall not, limit, affect, or modify the obligations or responsibilities otherwise assumed or owed by Tenant.

Tenant agrees to take out and maintain at all times during the term of this Lease a policy of all risk property insurance including, but not limited to, improvements and betterments coverage, on its improvements, alterations, and other personal property placed at the Premises, whether or not placed there by Tenant.

Tenant will not engage in any activity or business which would cause Landlord’s all risk property insurance to be canceled or which would result in higher premiums. Should the nature or conduct of Tenant’s business in the Premises result in increased all risk property premiums for the Premises and/or the adjoining and surrounding improvements owned by Landlord, Tenant will pay Landlord during the term thereof an amount equal to such increase so long as it shall continue in effect, following Tenant’s receipt of written evidence that the increase arises directly and solely from Tenant’s business in the Premises.

Landlord, at its sole cost and expense, shall obtain at all times during the term of this Lease hazard insurance, in an amount equal to the replacement cost of the Building, against loss or damage by fire or other casualty. Landlord hereby indemnifies Tenant and its respective parents, subsidiaries, affiliates, related corporations, agents, officers, directors, and employees (collectively, “Tenant Affiliates”) and holds Tenant and Tenant’s Affiliates harmless from and against any claims, liabilities, losses and causes of action of whatever kind or nature which are suffered by or asserted against Tenant and/or Tenant’s Affiliates by any person and which claims, liabilities, losses and causes of action arise out of, or in connection with or are based upon any wrongful acts, omissions, or failures of Landlord, its employees, servants or invitees under this Lease, unless due to Tenant’s negligence, or wrongful acts or omissions.

13. Services and Utilities . It is agreed that Landlord will furnish heat and air conditioning, during the seasons of the year when heat a