OFFICE LEASE

Office Lease Agreement

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SPHERIX INC | ALLEGANY RESEARCH PROPERTIES, LLC | INFOSPHERIX INCORPORATED

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Title: OFFICE LEASE
Governing Law: Maryland Date: 4/2/2007
Industry: Computer Services Law Firm: Ragsdale Liggett PLLC Sector: Technology

OFFICE LEASE
, Parties: spherix inc , allegany research properties llc , infospherix incorporated

Exhibit 10.1

OFFICE LEASE
Executed 02/06/07

by and between

ALLEGANY RESEARCH PROPERTIES, LLC, as Landlord

and

INFOSPHERIX INCORPORATED, as Tenant

TABLE OF CONTENTS

Section 1:	Basic Definitions and Provisions
	1.1	Definitions
	1.2	Special Provisions
Section 2.	Premises
	2.1	Premises
	2.2	Square Foot Determination
	2.3	Common Areas
Section 3:	Term
	3.1	Commencement and Expiration Dates
	3.2	Adjustments to Commencement Date
	3.3	Delivery of Possession
	3.4	Adjustment of Expiration Date
	3.5	Right to Occupy
	3.6	Commencement Letter
Section 4:	Use
	4.1	Permitted Use
	4.2	Prohibited Uses
	4.3	Prohibited Equipment in Premises
Section 5:	Rent
	5.1	Payment Obligations
	5.2	Base Rent
	5.3	Additional Rent
	5.4	Operating Expenses
Section 6:	Security Deposit
	6.1	Amount of Deposit
	6.2	Application of Deposit
	6.3	Refund of Deposit
Section 7:	Services by Landlord
	7.1	Base Services
	7.2	Landlord’s Maintenance
	7.3	No Abatement
	7.4	Tenant’s Obligation to Report Defects
Section 8:	Tenant’s Acceptance and Maintenance of Premises
	8.1	Acceptance of Premises
	8.2	Move-in Obligations
	8.3	Tenant’s Maintenance
	8.4	Alterations to Premises
	8.5	Restoration of Premises
	8.6	Landlord’s Performance of Tenant’s Obligations
	8.7	Construction Liens

Section 9:	Property of Tenant
	9.1	Property Taxes
	9.2	Removal
Section 10:	Signs
Section 11:	Access to Premises
	11.1	Tenant’s Access
	11.2	Landlord’s Access
	11.3	Emergency Access
Section 12:	Tenant’s Compliance
	12.1	Laws
	12.2	Rules and Regulations
Section 13:	ADA Compliance
	13.1	Tenant’s Compliance
	13.2	Landlord’s Compliance
	13.3	ADA Notices
Section 14:	Insurance Requirements
	14.1	Tenant’s Liability Insurance
	14.2	Tenant’s Property Insurance
	14.3	Certificates of Insurance
	14.4	Insurance Policy Requirements
	14.5	Landlord’s Property Insurance
	14.6	Tenants Obligation for Payment of Property Insurance
	14.7	Mutual Waiver of Subrogation
Section 15:	Indemnity
	15.1	Tenant Indemnity
	15.2	Landlord Indemnity
	15.3	Defense Obligation
	15.4	Survival
Section 16:	Quiet Enjoyment
Section 17:	Subordination; Attornment; Non-Disturbance; and Estoppel Certificate
	17.1	Subordination
	17.2	Attornment
	17.3	Non-Disturbance
	17.4	Estoppel Certificates
Section 18:	Assignment — Sublease
	18.1	Landlord Consent
	18.2	Definition of Assignment
	18.3	Permitted Assignments/Subleases
	18.4	Prohibited Assignments/Sublease

	18.5	Limitation on Rights of Assignee/Sublessee
	18.6	Tenant Not Released
	18.7	Landlord’s Right to Collect Sublease Rents Upon Tenant Default
	18.8	Excess Rents
	18.9	Landlord’s Fees
	18.10	Unauthorized Assignment or Sublease
	18.11	Limitation
Section 19:	Damages to Premises
	19.1	Landlord’s Restoration Obligations
	19.2	Termination of Lease by Landlord
	19.3	Termination of Lease by Tenant
	19.4	Tenant’s Restoration Obligations
	19.5	Rent Abatement
	19.6	Waiver of Claims
Section 20:	Eminent Domain
	20.1	Effect on Lease
	20.2	Right to Condemnation Award
Section 21:	Environmental Compliance
	21.1	Environmental Laws
	21.2	Tenant’s Responsibility
	21.3	Tenant’s Liability
	21.4	Limitation on Tenant’s Liability
	21.5	Inspections by Landlord
	21.6	Property
	21.7	Tenant’s Liability after Termination of Lease
Section 22:	Default
	22.1	Tenant’s Default
	22.2	Landlord’s Remedies
	22.3	Landlord’s Expenses
	22.4	Remedies Cumulative
	22.5	No Accord and Satisfaction
	22.6	No Reinstatement
	22.7	Summary Ejectment
	22.8	Landlord’s Default
	22.9	Tenant’s Remedies
Section 23:	Multiple Defaults
	23.1	Increased Security Deposit
	23.2	Effect on Notice Rights and Cure Periods
Section 24:	Bankruptcy
	24.1	Trustee’s Rights
	24.2	Adequate Assurance
	24.3	Assumption of Lease Obligations

iii

Section 25:	Notices
	25.1	Addresses
	25.2	Form; Delivery; Receipt
	25.3	Address Changes
	25.4	Notice by Legal Counsel
Section 26:	Holding Over
Section 27:	Right to Relocate
Section 28:	Broker’s Commissions
	28.1	Broker
	28.2	Landlord’s Obligation
	28.3	Indemnity
Section 29:	Miscellaneous
	29.1	No Agency
	29.2	Force Majeure
	29.3	Limitation on Damages
	29.4	Satisfaction of Judgments Against Landlord
	29.5	Interest
	29.6	Legal Costs
	29.7	Sale of Premises or Building
	29.8	Time of the Essence
	29.9	Transfer of Security Deposit
	29.10	Tender of Premises
	29.11	Tenant’s Financial Statements
	29.12	Recordation
	29.13	Partial Invalidity
	29.14	Binding Effect
	29.15	Entire Agreement
	29.16	Good Standing
	29.17	Terminology
	29.18	Headings
	29.19	Choice of Law
	29.20	Execution
Section 30:	Addenda and Exhibits
	Lease Addendum #1 — “Workletter”
	Exhibit A — Building and Premises
	Exhibit B — Rules and Regulations
	Exhibit C — Janitorial Specifications
	Exhibit D —Monthly Rents and Expiration Dates
	Exhibit E—Annual Anticipated Property Tax and Insurance Table
	Exhibit F — Common Area
	Exhibit G — Business Support Area
	Exhibit H — Building Standard Improvements
	Exhibit I — Restrictive Covenants

STATE OF MARYLAND
COUNTY OF ALLEGANY

OFFICE LEASE

THIS LEASE (“Lease”), effective as of this 6 day of February , 2007, (“Effective Date”) by and between ALLEGANY RESEARCH PROPERTIES, LLC, a Maryland limited liability company (“Landlord”), and INFOSPHERIX INCORPORATED, a Delaware corporation (“Tenant”), provides as follows:

1. DEFINITIONS AND SPECIAL PROVISIONS. The following basic definitions and provisions apply to this Lease:

1.1. Definitions. The italicized terms shall have the following meanings.

Base Rent.		The minimum Base Rent for the Term shall be payable in monthly installments on the 1 st day of each month, in advance, as follows:

		$15.88 per year per square foot beginning on the Commencement Date and continuing at an annual increase of 3% per the chart in Exhibit D.

Base Year.		1 December 2007 through 30 November 2008.

Fiscal Year.		1 December through 30 November. However if the Commencement Date occurs on a date other than December 1, 2007, the Fiscal Year shall begin on the Commencement Date.

Short Year.		For Purposes of Common Area Operating Expenses, the short year shall run from the Commencement Date to 31 December, 2007.

Brokers.		Tenant’s Representative — None. Landlord’s Representative — None.

Building.		Research and Office Building located in Allegany Business Park containing approximately 50,000 square feet (to be constructed). Address: Midlothian Road Frostburg, MD 21532

Building Standard Improvements.		“Building Standard Improvements” means the standards for normal construction of general office space within the Building as specified by Landlord, including design and construction standards, electrical load factors, materials, fixtures and finishes.

City.		Frostburg, Maryland

Commencement Date.		1 December 2007. The Commencement Date may be adjusted in accordance with Section 3.2 of this Lease

Common Area		The common areas generally include space that is not included in portions of the Building set aside for leasing to tenants or reserved for Landlord’s exclusive use, including entrances, dining area, hallways, lobbies, elevator, restrooms. Common Area also includes sidewalks, walkways, parking, plazas, and all other parts of this site.

Electrical Service.		Six (6) watts per useable square foot for convenience outlets.

Expiration Date.		Expiration Date for Areas 1 and 2 shall be 30 November, 2017; Expiration Date for Area 3 shall be 30 November, 2014; Expiration Date for Area 4 shall be 30 November, 2011; per Exhibit D.

Guarantors.		None.

Holidays.		New Year’s Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
		If one of the Holidays set forth above is observed by the national banks in Allegany County, Maryland on a day other than the normal day for such observance, then the day of observance by the banks shall constitute that Holiday under this Lease.

HVAC After Hours Rate.		N/A

Non-Standard Improvements.		“Non-Standard Improvements” means such items as (i) High Demand Equipment (as defined in this Lease), (ii) all wiring and cabling from the point of origin to the termination point, (iii) raised floors for computer or communications systems, (iv) telephone equipment, security systems, and UPS systems, (iv) equipment racks, (v) alterations installed by or at the request of Tenant after the Commencement Date, and (vi) any other improvements that are not part of the Building Standard Improvements.

Normal Building Operating Hours.		6 a.m. to midnight, Monday through Friday, excluding Holidays.

Notice Addresses.	Landlord:	Allegany Research Properties, LLC 11521 Milnor Avenue Upper Potomac Industrial Park P. O. Box 1210 Cumberland, MD 21501-1210 Attn: Carl Belt, Managing Member Facsimile Number: 301-729-0163 Academic Privatization of Maryland, LLC 3361 Fieldwood Drive Smyrna, GA 30080 Attn: Glenn Weaver, Property Manager Facsimile Number: 800-859-7444

	Tenant:	InfoSpherix Incorporated 12051 Indian Creek Court Beltsville, Maryland 20705 Attn: Mr. Steve Wade Facsimile Number:

Parking.	Ten (10) unreserved parking spaces per each 1,000 rentable square feet in the Premises.

Permitted Use.	General office, research related activities, and related uses.

Premises.	Rentable Square Feet:	Defined per Exhibit A and Exhibit D, for Areas 1-4, and subject to measurement as set forth in this Lease.
	Suite: 1000	Premises and Rentable Area are defined Per Exhibit A and Exhibit D.

Property Manager.	Academic Privatization of Maryland, LLC 3361 Fieldwood Drive Smyrna, GA 30080 Attn: Glenn Weaver, Property Manager Phone: 919-414-0739

Rent Payment Address.	Allegany Research Properties, LLC 11521 Milnor Avenue Upper Potomac Industrial Park P. O. Box 1210 Cumberland, MD 21501-1210

Restrictive Covenants		The following Restrictive Covenants apply to the Premises: Any and all restrictions, reservations, conditions or limitations imposed by the terms of the Master Ground Lease entered into between the State of Maryland for the use of the University System of Maryland and on behalf of its constituent institution, Frostburg State University and Allegany County, dated January 10, 2001, and recorded in Deeds Liber 690, Folio 516, among the Land Records of Allegany County, Maryland and the Ground Sublease Agreement between the Board of County Commissioners of Allegany County, Maryland, and Allegany Research Properties, LLC, a copy of which is attached hereto, incorporated herein, and marked as Exhibit I

Allegany Business Center		The business and research park development community in which the Building is located.

Security Deposit.		None.

State.		Maryland

Tenant Improvement Allowance.		$1.43 per rentable square foot which is intended to cover the costs of architectural and engineering design for the Premises.

Tenant Plan Delivery Date.		15 January 2007.

Tenant’s Proportionate Share.		Tenant’s Proportionate Share of the Building is 66.95%, which is calculated by dividing the approximately 32,429 square feet of the Premises by the approximately 48,435 rentable square feet of the Building. If the Building is expanded all formula shall be adjusted pro rata to take such expansion into consideration.

Term.		As Shown in Exhibit D.

1.2. Special Provisions . The following special provisions, if any, shall apply, and where in conflict with other provisions in this Lease, these special provisions shall control: None.

2. PREMISES .

2.1. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises.

2.2. Square Foot Determinations. The Building has not been constructed. The Building and Premises shall generally be as described in Exhibit A but minor adjustments may be determined by an Architect selected by Landlord. Landlord shall provide to Tenant the Architect’s determination and calculations. Upon the determination of the measurements of the

Building and Premises as set forth above, the parties shall amend this Lease to correct all applicable provisions affected by the measurement. Rentable Area is outlined in Red on Exhibit A; any revisions are to be computed using consistent methodology.

2.3. Common Areas. Tenant shall have non-exclusive access to the common areas of the Building. Landlord has the exclusive right to (i) designate the Common Areas, (ii) change the designation of any Common Area and otherwise modify the Common Areas, and (iii) permit special use of the Common Areas, including temporary exclusive use for special occasions. Tenant shall not interfere with the rights of others to use the Common Areas. All use of the Common Areas shall be subject to any rules and regulations promulgated by Landlord.

2.4. Portions of Common Area inside the building are shown on Exhibit F.

3. TERM .

3.1. Commencement and Expiration Dates. The Lease Term commences on the Commencement Date and expires on the Expiration Date of Expiration Year, as set forth in Section 1.1 and shown on Exhibit D.

3.2. Adjustments to Commencement Date. The Commencement Date shall be adjusted as follows:

3.2.1. If Tenant requests possession of the Premises prior to the Commencement Date, and Landlord consents, the Commencement Date shall be the date of possession. All Rent and other obligations under this Lease shall begin on the date of possession, but the Expiration Date shall remain the same.

3.2.2. If Landlord, for any reason, cannot deliver possession of the Premises to Tenant on the Commencement Date, the Commencement Date, Expiration Date, and all other dates that may be affected by their change, shall be revised to conform to the date of Landlord’s delivery of possession of the Premises to Tenant. Any such delay shall not relieve Tenant of its obligations under this Lease, and neither Landlord nor Landlord’s agents shall be liable to Tenant for any loss or damage resulting from the delay in delivery of possession except as set forth in Section 3.4 below

3.3. Delivery of Possession. Unless otherwise specified in Lease Addendum #1 or Section 3.2.1 of this Lease, “delivery of possession” of the Premises shall mean 1 December 2007 or if delayed the earlier of: (i) the date Landlord has the Premises ready for occupancy by Tenant as evidenced by a permanent or temporary certificate of occupancy, or its equivalent, issued by proper governmental authority, or (ii) the date Landlord could have had the Premises ready had there been no delays attributable to Tenant.

3.4. Delayed Delivery of Possession. In the event that the Landlord delays delivery of the Premises to the Tenant and that such late delivery is not the fault of the Tenant or Force Majeure then the Landlord shall allow Tenant three months free of all Rents for each month, or part thereof, of such delay. However such free rent shall not affect the Expiration Date of the Lease.

3.5. Adjustment of Expiration Date. If the Expiration Date does not occur on the last day of a month, Landlord, at its option, may extend the Term by the number of days necessary to cause the Expiration Date to occur on the last day of the last month of the Term. Tenant shall

pay Base Rent and Additional Rent for such additional days at the same rate payable for the portion of the last month immediately preceding such extension.

3.6. Right to Occupy. Tenant shall not occupy the Premises until Tenant has complied with all of the following requirements to the extent applicable under the terms of this Lease: (i) delivery of all certificates of insurance, (ii) if applicable, payment of any required Security Deposit, (iii) execution and delivery of any required Guaranty, and (iv) if Tenant is an entity, receipt of a good standing certificate from the State where it was organized and a certificate of authority to do business in the State of Maryland (if different). Tenant’s failure to comply with these (or any other conditions precedent to occupancy under the terms of this Lease) shall not delay the Commencement Date.

3.7. Commencement Letter. Landlord may send a commencement letter (“Commencement Letter”) to Tenant confirming the Commencement Date. The Commencement Date set forth in the Commencement Letter shall be conclusive and binding on the parties unless Tenant objects to the date in writing within ten (10) business days after delivery of the Commencement Letter.

4. USE.

4.1. Permitted Use. The Premises may be used only for the Permitted Use set forth in Section 1.1, unless otherwise approved by Landlord in writing.

4.2. Prohibited Uses. Tenant shall not use the Premises:

4.2.1. In violation of any Restrictive Covenants applicable to the Premises;

4.2.2. In any manner that constitutes a nuisance or trespass;

4.2.3. In any manner which increases any premiums for insurance on the Building, or makes such insurance unavailable to Landlord; provided that, if an increase in Landlord’s insurance premiums results from Tenant’s use of the Premises, Landlord may elect to permit the use and charge Tenant for the increase in premiums, and Tenant’s failure to pay Landlord, on demand, the amount of such increase shall be a default; or

4.2.4. In any manner that creates unusual demands for electricity, heating or air conditioning without Landlord’s prior written consent.

4.3. Prohibited Equipment in Premises. Tenant shall not install any equipment in the Premises that places unusual demands on the electrical, heating or air conditioning systems (“High Demand Equipment”) without Landlord’s prior written consent. No such consent will be given if Landlord determines, in its opinion, that such equipment may not be safely used in the Premises or that Electrical Service is not adequate to support the equipment. Landlord’s consent may be conditioned, without limitation, upon separate metering of the High Demand Equipment and Tenant’s payment of all engineering, equipment, installation, maintenance, removal and restoration costs and utility charges associated with the High Demand Equipment and the separate meter. If High Demand Equipment used in the Premises by Tenant affects the temperature otherwise maintained by the heating and air conditioning system, Landlord shall have the right to install supplemental air conditioning units in the Premises with the cost of engineering, installation, operation and maintenance of the units to be paid by Tenant. All costs and expenses relating to High Demand Equipment and Landlord’s administrative costs (such as reading meters and calculating invoices) shall be Additional Rent, payable by Tenant upon demand.

5. RENT.

5.1. Payment Obligations. Tenant shall pay Base Rent and Additional Rent (collectively, “Rent”) on or before the first day of each calendar month during the Term, as follows:

5.1.1. Rent payments shall be sent to the Rent Payment Address set forth in Section 1.1.

5.1.2. Rent shall be paid without previous demand or notice.

5.1.3. If the Term commences on a day other than the first day of a month, then Rent for such month shall be (1) prorated for the period between the Commencement Date and the last day of the month in which the Commencement Date falls, and (2) due and payable on the Commencement Date.

5.1.4. For each Base Rent payment Landlord receives after the fifth (5th) day of the month, Landlord shall be entitled to all default remedies provided under the terms of this Lease, and a late charge in the amount of five percent (5%) of all Base Rent due for such month. Notwithstanding the foregoing, if Tenant fails to pay rent when due (a “Late Payment”), no more than twice during any calendar year such Late Payment shall not be considered an event of Default if, within five (5) business days after written notice from Landlord (the “Grace Period”), Tenant submits the rent due, including the late charge of five percent (5%) for such month

5.1.5. If Landlord presents Tenant’s check to any bank and Tenant has insufficient funds to pay for such check, then Landlord shall be entitled to the maximum lawful bad check fee or five percent (5%) of the amount of such check, whichever is less. Twice during any Calendar year, such insufficient funds shall not be considered an event of Default. If more than twice in any Calendar year Landlord presents Tenant’s check to any bank and Tenant has insufficient funds, then all Default remedies provided under the terms of this Lease shall apply.

5.2. Base Rent . Tenant shall pay Base Rent as set forth in Section 1.1 and Exhibit D.

5.3. Additional Rent . In addition to Base Rent, Tenant shall pay as rent all sums and charges due and payable by Tenant under this Lease (“Additional Rent”), including, but not limited to, the following:

5.3.1. Tenant’s Proportionate Share of Landlord’s Operating Expenses as described below and in all other portions of Section 5 of this Lease;

5.3.2. Any sales or use tax imposed on rents collected by Landlord or any tax on rents in lieu of ad valorem taxes on the Building shall have no effect on this lease.

5.3.3. Property Taxes differing from those per square foot costs for the building shown in Exhibit E.

5.3.4. Insurance operating costs differing from those per square foot costs for the building shown in Exhibit E.

5.3.5. Tenant’s Proportionate Share of Common Area Operating Expenses.

5.4. Common Area Operating Expenses. For each Short Year, Tenant shall pay as Additional Rent its pro rata share of the estimated Common Area Operating Expenses each month with payment of Tenant’s Base Rent. If the Short Year begins on 1 December, 2007, Tenant’s monthly pro rata payment shall be one third (1/3) of Tenant’s Proportionate share for the year. If the Short Year commences on a date other than 1 December 2007, payments shall be adjusted proportionately. For each calendar year after the Base Year, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of Operating Expenses incurred by Landlord’s operation and maintenance of the Common Area. In no event shall these expenses increase by more than 10% per year.

5.4.1. For purposes of calculating real property taxes for the Base Year, and for the purposes of calculating insurance, Landlord shall use the projections shown on Exhibit E.

5.4.2. For each calendar year after the Short Year, Landlord shall estimate the amount of Common Area Operating Expenses for the next Calendar Year. Landlord shall send Tenant a written statement showing the amount of Tenant’s Proportionate Share of estimated Operating Expenses. Tenant shall pay one-twelfth (1/12 th ) of Tenant’s Proportionate Share of such Operating Expenses each month with the payment of Tenant’s Base Rent.

5.4.3. Within ninety (90) days after the end of each Calendar year, or as soon as reasonably possible thereafter, Landlord shall send Tenant a report showing the actual Common Area Operating Expenses for the previous Calendar year (or Short Year, as applicable) with a reconciliation of the Tenant’s Proportionate Share of Operating Expenses for that Calendar Year (the “Annual Statement”). Tenant shall pay to Landlord any Additional Rent owed; or alternatively, Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant a credit. After the Expiration Date, Landlord shall send Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord Additional Rent as owed, or if Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. If this Lease expires or terminates on a day other than November 30, then Additional Rent shall be prorated on a 365-day calendar year (or 366 if a leap year). All payments or adjustments for Additional Rent shall be made within fifteen (15) days after the applicable Annual Statement is delivered to Tenant.

5.4.4. The Common Area Operating Expenses shall be accounted for and reported on a cash basis, but the determination of whether an item is an expense or a capital expenditure shall be determined in accordance with Generally Accepted Accounting Principles (“GAAP”).

5.4.5. The term “Common Area Operating Expenses” shall mean all expenses and costs (but excluding charges separately paid by other tenants of the Building or third parties) of every kind and nature which Landlord shall pay or become

obligated to pay because of or in connection with the ownership, maintenance and operation of the Common Area, including but not limited to, the following:

5.4.5.1. Wages, salaries and related expenses (including taxes, insurance and benefits) of obtaining, training and employing all on-site and off-site personnel engaged in the operation, maintenance and access control of the Building;

5.4.5.2. Cost of all supplies, tools, equipment and materials, whether purchased or leased, used in the operation and maintenance of the Building;

5.4.5.3. Cost of utilities for the Common Area , including but not limited to, water, steam, gas, sewer and electricity, and power for heating, lighting, air conditioning and ventilating the Building (including all Common Areas and service areas) except as separately metered and billed;

5.4.5.4. Cost of all maintenance and service agreements for the Common Area and the equipment therein, including but not limited to, access control service, window cleaning, janitorial service, landscape maintenance, HVAC maintenance, and elevator maintenance;

5.4.5.5. Cost of all insurance, including but not limited to, fire, casualty, liability and rental abatement insurance applicable to the Common Area and Landlord’s personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith;

5.4.5.6. Cost of repairs, replacements and general maintenance of the Common Areas or the Building (excluding the Premises), including those costs related to parking, sidewalks, walkways and landscaping in any portion of the property of which the Building is a part (excluding repairs, replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties);

5.4.5.7. Any and all Common Area maintenance costs related to public areas, including parking, sidewalks, walkways and landscaping in any portion of the property of which the Building is a part;

5.4.5.8. Any assessments for repairs, replacements and general maintenance of common areas in Allegany Business Center levied by any owner’s association or sub-association of which the Owner is a member by virtue of its ownership of the Building;

5.4.5.9. All taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal, and whether they be by taxing districts or governmental authorities presently taxing the Building or by

others subsequently created, attributable to the Building or its operation, excluding, however, taxes and assessments attributable to the personal property of tenants, federal and state taxes on income, death taxes, franchise taxes, and taxes imposed or measured on or by the income of Landlord from the operation of the Building. Consultation, accounting and legal fees and other fees and costs resulting from any challenge of tax assessments also shall be included in Operating Expenses. Tenant will separately pay the ad valorem taxes on its personal property and, if Landlord elects, on the value of the leasehold improvements in the Premises (and if the taxing authorities do not separately assess Tenant’s leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes allocated to the Building to give effect to this sentence). All taxes, assessments, and governmental charges shall be included in Operating Expenses in the calendar year in which such taxes, assessments or governmental charges are paid;

5.4.5.10. Amortization of the cost, together with reasonable financing charges, of furnishing and installing capital investment items which (i) are primarily for the purpose of (1) reducing Operating Expenses, or (2) promoting safety; or (ii) may be required by any governmental authority (“Permitted Capital Operating Expenses”). In the case of Permitted Capital Operating Expenses made for the purpose of reducing Operating Expenses, such costs shall be amortized over such reasonable period as Landlord shall determine, but in any event the amount of the costs for any Calendar Year shall not exceed the savings in Operating Expenses for that Calendar Year. In the case of Permitted Capital Operating Expenses made for purposes of promoting safety or complying with the requirements of governmental authorities, such costs shall be amortized over the useful life of the improvements as determined in accordance with generally accepted accounting principles (but in no event to extend beyond the remaining useful life of the Building); and

5.4.5.11. Cost of an office in the Building maintained for the Property Manager.

5.4.6. Notwithstanding the foregoing provisions, Common Area Operating Expenses shall not include the following:

5.4.6.1. Leasing commissions, attorneys’ fees, costs, disbursements and other expenses incurred in connection with negotiations for leases with tenants, prospective tenants or other occupants of the Building, or similar costs incurred in connection with disputes with tenants, prospective tenants or other occupants of the Building, or similar costs and expenses incurred in connection with negotiations or disputes with consultants, management agents, purchasers or mortgagees of the Building;

5.4.6.2. Non-cash items, such as deductions for depreciation or obsolescence of the Building and the Building equipment, or interest on capital invested (except for Permitted Capital Operating Expenses);

5.4.6.3. Payments of principal and interest or other finance charges made on any debt (except for Permitted Capital Operating Expenses), and rental payments made under any ground or underlying lease or leases, except to the extent that a portion of such payments is expressly for ad valorem/real estate taxes or insurance premiums on the Building;

5.4.6.4. Costs incurred by Landlord in the sale, financing, refinancing, mortgaging, selling or change of ownership of the Building, including brokerage commissions, management fee’s, attorneys’ fees and accountants’ fees, closing costs, title insurance premiums, sales taxes, transfer taxes and interest charges; and

5.4.6.5. Costs which are required to be capitalized in accordance with generally accepted accounting principles (except for Permitted Capital Operating Expenses).

5.4.7. If Tenant disputes the amount of Common Area Operating Expenses as set forth in the Annual Statement from the Landlord, then Tenant shall be provided with copies of Landlord’s books and records relating to Operating Expenses audited by a qualified professional selected by Tenant in accordance with Section 5.4.7.2 of this Lease or by Tenant itself, provided (i) Tenant gives written notice of the audit within forty-five (45) days of Tenant’s receipt of the Annual Statement, and (ii) Tenant is not in default under the Lease. No subtenant shall have any right to conduct an audit and no assigns shall conduct an audit for any period during which such assignee was not in possession of the Premises.

5.4.7.1. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the end of each calendar year, and on receipt of notice of Tenant’s dispute of the operating expenses shall be made available to Tenant to conduct the audit, which (at Landlord’s option) may be either at the Premises, at the Landlord’s division office for the area in which the Premises are located, or at Landlord’s home office in Frostburg, Maryland. If Tenant and Landlord dispute the amount of operating expenses after Tenant’s Audit, then Landlord’s independent certified public accountant shall consult with Tenant’s professional to reconcile any discrepancies.

5.4.7.2. In the event that the Tenant elects to have a professional audit of Landlord’s Operating Expenses as provided in this Lease, such audit must be conducted by an independent nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All

information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be held in strict confidence by Tenant and its officers, agents, and employees and as a condition to such audit, the Tenant’s auditor shall execute a written agreement agreeing that the auditor is not being compensated on a contingency fee basis and that all information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit, shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of the Landlord, which consent may be withheld in Landlord’s sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by such audit, or if required by law.

5.4.7.3. If Common Area Operating Expenses were overstated by ten percent (10%) or more, then Landlord shall reimburse Tenant for its reasonable Audit costs; otherwise, Tenant shall pay its own costs.

6. SECURITY DEPOSIT. [Deleted]

7. SERVICES BY LANDLORD .

7.1. Base Services. At Tenant’s sole costs, Tenant shall provide the services to the Premises to include all utilities including Data, repairs, replacement and maintenance and janitorial services to the Premises. Where appropriate the Landlord will install metering or sub-metering to enable accurate measurements of the Tenant’s obligations for payment of these basic services. Tenant’s Proportionate Share of Common Area Operating Expenses shall be billed to the Tenant as Additional Rent. Provided that Tenant is not then in default, Landlord shall cause the following Common Area services to be furnished to the Building, or (as applicable) the Premises:

7.1.1. Common Area Water (if available from city mains) for drinking, lavatory and toilet purposes;

7.1.2. Common Area Electricity (if available from the utility supplier) for the building standard fluorescent lighting and for the operation of general office machines, such as electric typewriters, desk top computers, dictating equipment, adding machines and calculators, and general service non-production type office copy machines; provided that Landlord shall have no obligation to provide more than the amount of power for convenience outlets as set forth in Section 1.1;

7.1.3. All Operatorless elevator maintenance and repair service;

7.1.4. Common Area Building standard fluorescent lighting composed of 2’ x 4’ fixtures; Tenant shall service, replace and maintain at its own expense any incandescent fixtures, table lamps, or lighting other than the building standard fluorescent light, and any dimmers or lighting controls other than controls for the building standard fluorescent lighting;

7.1.5. Common Area Heating and air conditioning for the reasonably comfortable use and occupancy of the Premises as follows:

7.1.5.1. Common Area heating and cooling conforming to any governmental regulation prescribing limitations thereon shall be deemed to comply with this service;

7.1.6. Common Area Janitorial services five (5) days a week, excluding Holidays, per the specifications set forth in Exhibit C; and

7.1.7. Common Area Unreserved parking spaces, not to exceed the number specified in Section 1.1, for use by Tenant’s employees and invitees in common with the other tenants of the Building and their employees and invitees.

7.1.8. Common Area. Parking and Hardscape janitorial, repairs, replacement, maintenance snow removal and lighting.

7.1.9. Common Area. Landscaping.

7.2. Landlord’s Maintenance. Landlord shall make all repairs and replacements to the Building Common Areas and warranty repairs to the Building Standard Improvements in the Premises, except for repairs and replacements that Tenant must make under the provisions of this Lease. Landlord’s maintenance shall include the roof, foundation, exterior walls, interior structural walls, all structural components, and all Building systems not specifically located in the Tenants Premises, such as mechanical, electrical, HVAC, and plumbing. Repairs or replacements shall be made within a reasonable time (depending on the nature of the repair or replacement needed) after receiving notice from Tenant or Landlord having actual knowledge of the need for a repair or replacement. All such costs which qualify as Common Area Operating Expenses may be passed through as Additional Rent pursuant to the terms of this Lease. If Landlord does not perform its maintenance, repair or replacement obligations in a timely manner, commencing the same within five (5) days after receipt of notice from Tenant specifying the work needed, and thereafter diligently and continuously pursuing the work until completion, then Tenant shall have the right, but not the obligation, to perform such work. Any reasonable amounts expended by Tenant on such maintenance, repair or replacement shall be paid by Landlord to Tenant upon demand. The cost of repairs or replacements needed because of Tenant’s misuse or neglect shall be charged directly to Tenant as Additional Rent.

7. 2.2 Moved to Section 8.3.

7.3. Limitation on Landlord’s Liability. Only in the event of Landlord’s negligence shall Landlord be liable to Tenant for any damage caused to Tenant’s Property or any interruption in Tenant’s use of the Premises due to (i) the Building (including the roof, foundation, exterior walls, interior structural walls, and structural components) or any Building System (including any HVAC, plumbing or electrical system) being improperly constructed or being or becoming out of repair, or (ii) arising from any leaking, clogged, overflowing or ruptured gas, water, sewer, steam or refrigerant lines.

7.4. No Abatement. There shall be no abatement or reduction of Rent by reason of any of the foregoing services not being continuously provided to Tenant. Landlord shall have the right to shut down the Building systems (including electricity and HVAC systems) for required maintenance and safety inspections, and in cases of emergency. Unless an emergency occurs Landlord shall provide Tenant with 30 days prior written notification of any such shutdown.

7.5. Tenant’s Obligation to Report Defects. Tenant shall report to Landlord immediately any defective condition in or about the Premises known to Tenant.

8. TENANT’S ACCEPTANCE AND MAINTENANCE OF PREMISES .

8.1. Acceptance of Premises. Subject to the terms of the attached Lease Addendum #1 — Workletter, (the “Workletter”) and a Tenant generated “Punchlist”, if any, Tenant’s occupancy of the Premises is Tenant’s representation to Landlord that (i) Tenant has examined and inspected the Premises as can reasonably be performed, (ii) finds the Premises to be as represented by Landlord and satisfactory for Tenant’s Permitted Use, and (iii) constitutes Tenant’s acceptance of the Premises “as is”. Landlord makes no representation or warranty as to the condition of the Premises except as may be specifically set forth in the Workletter.

8.2. Move-In Obligations. Tenant shall schedule its move-in with the Property Manager. Unless otherwise approved by the Property Manager, move-in shall take place at a mutually agreeable time. During Tenant’s move-in, a representative of Tenant must be on-site with Tenant’s moving company to insure proper treatment of the Building and the Premises. If Tenant’s move-in occurs during Normal Building Operating Hours, all elevators, entrances, hallways and other Common Areas must remain in use for the general public. If desired by Tenant in connection with its move-in, any specialized use of elevators or other Common Areas must be coordinated with and approved by the Property Manager. Tenant must properly dispose of all packing material and refuse in accordance with the Rules and Regulations. Any damage or destruction to the Building or the Premises due to moving will be the sole responsibility of Tenant.

8.3. Tenant’s Maintenance. Tenant shall make all repairs and replacements to the Premises other than as provided in Section 7.2. Tenant’s obligations shall include but are not limited to maintenance, repairs and replacement of fixtures, furniture, finishes and equipment including interior walls, all Building systems specifically located in the Premises, including mechanical, electrical, HVAC heat pumps, piping and ducting, and plumbing. Repairs and replacement shall be made within a reasonable time to assure that the space is in good working order and repair. Tenant shall: (i) keep the Premises and fixtures in good order; (ii) make repairs and replacements to the Premises ; (iii) repair and replace all improvements, including any special equipment or decorative treatments, installed by or at Tenant’s request that serve the Premises (unless the Lease is ended because of casualty loss or condemnation); and (iv) not commit waste.

8.4. Alterations to Premises. Tenant shall make no structural or interior alterations to the Premises. If Tenant desires alterations, then Tenant shall provide Landlord’s Property Manager with a complete set of construction drawings. Any such alterations are subject to the prior written approval of Landlord which shall not be unreasonably withheld. If Landlord consents to the alterations, then the Property Manager shall determine the actual cost of the work to be done (to include the Construction Supervision Fee). Tenant may then either authorize Landlord to have the work done at Tenant’s expense or withdraw its request for the alterations.

8.5. Restoration of Premises. At the expiration or earlier termination of this Lease, Tenant shall (i) deliver each and every part of the Premises in good repair and condition, ordinary wear and tear and damage by insured casualty excepted, and (ii) restore the Premises at Tenant’s sole expense to the same condition as existed at the Commencement Date, ordinary wear and tear and damage by insured casualty excepted. If Tenant has required or installed Non-Standard Improvements, such improvements shall be removed as part of Tenant’s restoration obligation. Landlord, however, may elect to require Tenant to leave any Non-Standard

Improvements in the Premises unless at the time that such Non-Standard Improvements were installed, Landlord agreed in writing that Tenant could remove such improvements. Tenant shall repair any damage caused by the removal of any Non-Standard Improvements.

8.6. Landlord’s Performance of Tenant’s Obligations. If Tenant does not perform its maintenance or restoration obligations in a timely manner, commencing the same within five (5) days after receipt of notice from Landlord specifying the work needed, and thereafter diligently and continuously pursuing the work until completion, then Landlord shall have the right, but not the obligation, to perform such work. Any amounts expended by Landlord on such maintenance or restoration shall be Additional Rent to be paid by Tenant to Landlord upon demand.

8.7. Construction Liens. Tenant shall have no power to do any act or make any contract that may create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or other estate of Landlord, or any interest of Landlord in the Premises. NO CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING. Tenant shall keep the Premises and the Building free from any liens arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Tenant. Should any lien or claim of lien be filed against the Premises or the Building by reason of any act or omission of Tenant or any of Tenant’s agents, employees, contractors or representatives, then Tenant shall cause the same to be canceled and discharged of record by bond or otherwise within ten (10) days. Should Tenant fail to discharge the lien within ten (10) days, then Landlord may discharge the lien. The amount paid by Landlord to discharge the lien (whether directly or by bond), plus all administrative and legal costs incurred by Landlord, shall be Additional Rent payable on demand. These remedies shall be in addition to all other remedies available to Landlord under this Lease or otherwise.

9. PROPERTY OF TENANT.

9.1. Property Taxes. Tenant shall pay when due all taxes levied or assessed upon Tenant’s equipment, fixtures, furniture, leasehold improvements and personal property located in the Premises. Tenant shall pay as Additional Rent its pro rata share of any increases in assessed taxes above the annual taxes shown in the Annual Anticipated Property Tax and Insurance Table in Exhibit E.

9.2. Generator and Satellite Antennae. Subject to local ordinances and regulations Tenant, at its expense, shall have the right to install a back up generator on a concrete pad that has been suitably prepared by the Landlord as part of Tenant Improvements adjacent to the Premises and shall be allowed to cable such generator to the Premises. Tenant shall have the right to mount no more than five (5) small aperture satellite antennae on the roof of the building and cable same to the Premises. Tenant shall have the option to have the costs associated with the installation of this equipment paid out of Tenant Improvement Allowance. All such installations shall be in subject to and in compliance with all State or Local ordinances and regulations or standards that may apply.

9.3. Removal. Tenant may remove all non-standard equipment, fixtures and equipment which it has placed in the Premises; provided, however, that such removal is not overly intrusive as determined in the sole opinion of the Landlord, and Tenant must repair all damages caused by such removal. If Tenant does not remove its property from the Premises upon the expiration or earlier termination (for whatever cause) of this Lease, such property shall be deemed abandoned by Tenant. Landlord shall provide Tenant 30 days written notice of removal

of any items the Landlord requires and if not removed by Tenant then the Landlord may dispose of the same in whatever manner Landlord may elect without any liability to Tenant. Examples of overly intrusive removal of fixtures and equipment include but are not limited to removal of wiring in the walls, security locks in doors and door frames, plumbing, HVAC systems that are not free standing, cabinets, etc.

10. SIGNS. Tenant may not erect, install or display any sign or advertising material upon the exterior of the Building or Premises (including any exterior doors, walls or windows) without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Door and directory signage shall be provided and installed by the Landlord in accordance with building standards at Tenant’s expense, unless otherwise provided in the Workletter. Except that the Tenant shall have the right to erect an illuminated or non illuminated sign on the upper eastern façade of building of such design and construction that is mutually agreeable to both Parties. The location and design shall be mutually planned as part of the Work Letter.

11. ACCESS TO PREMISES .

11.1. Tenant’s Access. Tenant and its agents, employees, contract employees and invitees, shall have access to the Premises and reasonable ingress and egress to common and public areas of the Building twenty-four hours a day, seven days a week; provided, however, Landlord by reasonable regulation may control such access for the comfort, convenience, safety and protection of all tenants in the Building, or as needed for making repairs and alterations. Tenant shall be responsible for granting its agents, employees, invitees and guests access to the Premises after Normal Building Operating Hours and on weekends and Holidays, and in no event shall Tenant compromise the security of the Building in granting such access. Tenant’s access to the Business Support Areas defined and marked in Exhibit G is limited to Normal Business Hours as determined in section 1.1 and such areas are intended for the use by employees only to the extent that such use is necessary and customary for the support of Tenants primary business and not for the personal use of the Tenant’s employees unrelated to the Tenant’s primary business.

11.2. Landlord’s Access. Landlord shall have the right, at all reasonable times and upon reasonable and written notice, either itself or through its authorized agents, to enter the Premises (i) to make repairs, alterations or changes as Landlord deems necessary, (ii) to inspect the Premises, mechanical systems and electrical devices, and (iii) to show the Premises to prospective mortgagees and purchasers. Within one hundred eighty (180) days prior to the Expiration Date, Landlord shall have the right, either itself or through its authorized agents, to enter the Premises at all reasonable times to show prospective tenants; provided, however that Landlord will not enter the Premises with prospective tenants without arranging for an escort by the Tenant and shall provide Tenant with prior written notice.

11.3. Emergency Access. Landlord shall have the right to enter the Premises at any time without notice in the event of an emergency. If Landlord exercises this right, it shall notify Tenant as soon as is reasonably possible.

12. TENANT’S COMPLIANCE.

12.1. Laws. Tenant shall comply with all applicable laws, ordinances and regulations affecting the Premises, whether now existing or hereafter enacted.

12.2. Rules and Regulations. Tenant shall comply with the Rules and Regulations attached as Exhibit B. The Rules and Regulations may be modified from time to time by Landlord, effective as of the date delivered to Tenant or posted on the Premises, provided such rules are uniformly applicable to all tenants in the Building. The terms of this Lease shall supersede any conflicting Rules and Regulations.

13. ADA COMPLIANCE .

13.1. Tenant’s Compliance. Tenant, at Tenant’s sole expense, shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements of federal, state, county and municipal authorities now in force, which shall impose any duty upon Landlord or Tenant with respect to the use or occupation of the Premises or alteration of the Premises to accommodate persons with special needs, including using all reasonable efforts to comply with The Americans With Disabilities Act (the “ADA”).

13.2. Landlord’s Compliance. At the Commencement date of this Lease the Landlord, at Landlord’s sole expense, shall comply with the requirements of the ADA as it applies to the Premises (excluding Furniture, Fixtures, and Equipment not provided or installed by Landlord), the Common Areas and restrooms of the Building. Landlord shall not be required to make changes to the Common Areas or restrooms of the Building to comply with ADA standards adopted after construction of the Building unless specifically required to do so by law.

13.3. ADA Notices. If Tenant receives any notices alleging a violation of ADA relating to any portion of the Building or Premises (including any governmental or regulatory actions or investigations regarding non-compliance with ADA), then Tenant shall notify Landlord in writing within ten (10) days after receipt of such notice and shall provide Landlord with copies of any such notice.

14. INSURANCE REQUIREMENTS .

14.1. Tenant’s Liability Insurance. Throughout the Term, Tenant, at its sole cost and expense, shall keep or cause to be kept for the mutual benefit of Landlord, Landlord’s Property Manager, and Tenant, Commercial General Liability Insurance (1986 ISO Form or its equivalent) with a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for each Occurrence, and General Aggregate of at least THREE MILLION DOLLARS ($3,000,000.00), which policy shall insure against liability of Tenant, arising out of and in connection with Tenant’s use of the Premises, and which shall insure the indemnity provisions contained in this Lease. Landlord shall be an Additional Named Insured on Tenant’s Liability Insurance Policy.

14.2. Tenant’s Property Insurance; Limitation on Landlord Liability. Throughout the Term, Tenant shall carry the equivalent of ISO Special Form Property Insurance on Tenant’s Property for full replacement value and including sprinkler leakage coverage, and with coinsurance waived. For purposes of this provision, “Tenant’s Property” shall mean Tenant’s personal property and fixtures, and any Non-Standard Improvements to the Premises.

14.3. Certificates of Insurance. Prior to taking possession of the Premises, and annually thereafter, Tenant shall deliver to Landlord certificates or other evidence of insurance satisfactory to Landlord. If Tenant fails to provide Landlord with such certificates or other evidence of insurance coverage, Landlord may obtain such coverage and the cost of such coverage shall be Additional Rent payable by Tenant upon demand.

14.4. Insurance Policy Requirements. Tenant’s insurance policies required by this Lease shall: (i) be issued by insurance companies licensed to do business in the state in which the Premises are located with a general policyholder’s ratings of at least A- and a financial rating of

at least VI in the most current Best’s Insurance Reports available on the Commencement Date, or if the Best’s ratings are changed or discontinued, the parties shall agree to a comparable method of rating insurance companies; (ii) name Landlord and Landlord’s Property Manager as additional named insureds as their interest may appear [other landlords or tenants may be added as additional insureds in a blanket policy]; (iii) provide that the insurance not be canceled, non-renewed or coverage materially reduced unless thirty (30) days advance notice is given to Landlord; (iv) be non-assessable primary policies, and non-contributing with any insurance that Landlord may carry; (v) provide that any loss shall be payable notwithstanding any negligence of Landlord or Tenant which might result in a forfeiture of such insurance or the amount of proceeds payable; and (vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000), unless approved in writing by Landlord.

14.5. Landlord’s Property Insurance. Landlord shall keep the Building, including the improvements (but excluding Tenant’s Property), insured against damage and destruction by perils insured by the equivalent of ISO Special Form Property Insurance in the amount of the full replacement value of the Building.

14.6. Tenant’s Obligation for payment of Property Insurance. Tenant shall pay as Additional Rent its pro rata share of any increases in Property Insurance above the annual insurance shown in the Annual Anticipated Property Tax and Insurance Table in Exhibit E.

14.7. Mutual Waiver of Claims and Subrogation. Notwithstanding any other provisions in this Lease, Landlord hereby releases and waives unto Tenant (including all of its partners, stockholders, officers, directors, employees and agents), its successors and assigns, and Tenant hereby releases and waives unto Landlord (including all of its partners, stockholders, officers, directors, employees and agents), its successors and assigns, all rights to claim damages for any injury, loss, cost or damage to persons or to the Premises or any other casualty insured under the terms of any property, general liability, or other policy of insurance maintained by Landlord or Tenant, or required to be maintained by Landlord or Tenant under the terms of this Lease. As respects all policies of insurance carried or maintained pursuant to this Lease, Tenant and Landlord each waive the insurance carriers’ rights of subrogation.

15. INDEMNITY. Subject to the insurance requirements, releases and mutual waivers of subrogation set forth in this Lease, Tenant agrees as follows:

15.1. Tenant Indemnity. Tenant shall indemnify and hold Landlord harmless from and against any and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’ fees at all tribunal levels) arising out of or related to (i) any activity, work, or other thing done, permitted or suffered by Tenant in or about the Premises or the Building, (ii) any breach or default by Tenant in the performance of any of its obligations under this Lease, or (iii) any act or neglect of Tenant, or any officer, agent, employee, contractor, servant, invitee or guest of Tenant.

15.2. Landlord Indemnity. Landlord shall indemnify and hold Tenant harmless from and against any and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’ fees at all tribunal levels) arising out of or related to (i) any activity, work, or other thing done, permitted or suffered by Landlord in or about the Premises or the Building, or (ii) any breach or default by Landlord in the performance of any of its obligation under this Lease (iii) any act or neglect of Landlord, or any officer, employee, or contractor of Landlord. Tenant’s failure to obtain any insurance coverage required under the terms of this Lease shall void Landlord’s indemnity obligation to the extent such insurance would have provided coverage for the claim.

15.3. Defense Obligation. If any such action is brought against either party, then the other party, upon notice from the indemnified party, shall defend the same through counsel selected by the indemnified party’s insurer, or other counsel acceptable to the indemnified party.

15.4. Survival. The indemnity and defense obligation provisions of this Section shall survive the expiration or termination of this Lease.

16. QUIET ENJOYMENT. Tenant shall have quiet enjoyment and possession of the Premises provided Tenant promptly and fully complies with all of its obligations under this Lease. No action of Landlord or other tenants working in other space in the Building, or in repairing or restoring the Premises, shall be deemed a breach of this covenant if reasonable access to the Premises is provided to Tenant.

17. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE; AND ESTOPPEL CERTIFICATE.

17.1. Subordination. This Lease is subject and subordinate to each mortgage or ground lease which may now or hereafter cover all or any part of the property of which the Premises is a part. This subordination shall be self-operative and no further instrument of subordination is required. Tenant, however, within ten (10) days after Landlord’s request, shall execute any appropriate certificate or instrument to confirm such subordination. Notwithstanding the foregoing, the mortgagee or ground lessor may elect at any time to cause their interest in the property to be subordinate and junior to Tenant’s interest under this Lease by filing an instrument in the real property records of Allegany County, Maryland, effecting such election and providing Tenant with notice of such election.

17.2. Attornment. In the event of the enforcement of its rights by any mortgagee under a mortgage, or by any lessor under any ground lease, Tenant, upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement (“Successor”), automatically will become the tenant of such Successor without change in the terms or other provisions of this Lease; provided, however, that such Successor shall not be (i) bound by any payment of the Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) bound by any amendment or modification of this Lease made without the consent of any such mortgagee or ground lessor, as applicable, (iii) liable for any act, warranty, neglect, default or omission of the prior Landlord under this Lease; (iv) subject to the offsets, deductions or defenses which Tenant might have arising out of acts or omissions of any prior Landlord under this Lease; (v) liable for the breach of any warranties or obligations relating to construction of improvements for the property of which the Premises is a part or leasehold improvements in the Premises performed or to have been performed by Landlord, or (vi) liable for the return of any security deposit not delivered to such successor in interest or ground lessor, as the case may be.

17.3. Non-Disturbance . Tenant’s obligation to subordinate its interests to any mortgage or ground lease, and to attorn to any Successor, is conditioned upon the mortgagee, ground lessor, or Successor agreeing to not disturb Tenant’s quiet enjoyment of the Premises during the Term so long as Tenant is not in default under the terms of this Lease.

17.4. Estoppel Certificates. Tenant agrees to execute within ten (10) business days after request, and as often as requested, estoppel certificates confirming any factual matter requested by Landlord which is true and is within Tenant’s knowledge regarding this Lease, and the Premises, including but not limited to: (i) the Commencement Date and (if different) the date of occupancy, (ii) Expiration Date, (iii) the amount of Rent due and date to which Rent has been paid, (iii) whether Tenant has any defense or offsets to the enforcement of this Lease or the Rent

payable, (iv) any default or breach by Landlord, and (v) whether this Lease, together with any modifications or amendments, is in full force and effect. Tenant shall attach to such estoppel certificate copies of any modifications or amendments to the Lease.

18. ASSIGNMENT — SUBLEASE.

18.1. Landlord Consent. Tenant may not assign or encumber this Lease or its interest in the Premises arising under this Lease, and may not sublet all or any part of the Premises without first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably. Factors which Landlord may consider in deciding whether to consent to an assignment or sublease include (without limitation), (i) the creditworthiness of the assignee or sublessee, (ii) the proposed use of the Premises (iii) any renovations to the Premises or special services required by the assignee or sublessee, and (iv) business interest of Landlord. Landlord will not consent to an assignment or sublease that might result in a use that conflicts with the rights of any existing tenant. One consent shall not be the basis for any further consent.

18.2. Definition of Assignment. The term “assignment” includes the following: (i) if Tenant is a partnership, the withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning thirty percent (30%) or more of the partnership, or the dissolution of the partnership; (ii) if Tenant consists of more than one person, an assignment, whether voluntary, involuntary, or by operation of law, by one person to one of the other persons that is a Tenant; (iii) if Tenant is a corporation, any dissolution or reorganization of Tenant, or the sale or other transfer of a controlling percentage (hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the sale of more than fifty percent (50%) in value of the assets of Tenant; (iv) if Tenant is a limited liability company, the change of members whose interest in the company is more than fifty percent (50%). The phrase “controlling percentage” means the ownership of, and the right to vote, stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors, or such lesser percentage as is required to provide actual control over the affairs of the corporation; except that, if the Tenant is a publicly traded company, public trades or sales of the Tenant’s stock in the normal course of business on a national stock exchange shall not be considered an assignment hereunder even if the aggregate of the trades of sales exceeds fifty percent (50%) of the capital stock of the company.

18.3. Permitted Assignments/Subleases. Notwithstanding the foregoing, Tenant may assign this Lease or sublease part or all of the Premises without Landlord’s consent to: (i) any corporation, limited liability company, or partnership that controls, is controlled by, or is under common control with, Tenant at the Commencement Date; or (ii) any corporation or limited liability company resulting from the merger or consolidation with Tenant or to any entity that acquires all of Tenant’s assets as a going concern of the business that is being conducted on the Premises; provided however, the assignor remains liable under the Lease and the assignee or sublessee is a bona fide entity and assumes the obligations of Tenant, is as creditworthy as the Tenant, and continues the same Permitted Use. Tenant shall give Landlord notice of all permitted assignments and subleases.

18.4. Prohibited Assignments/Subleases. Notwithstanding any provision in this Lease to the contrary, Tenant shall not be permitted to assign this Lease or to sublet all or any part of the Premises to any then current tenant in the Building. In no event shall this Lease be assignable by operation of any law, and Tenant’s rights hereunder may not become, and shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings. Acceptance of Rent by Landlord after any non-permitted assignment or sublease shall not constitute approval thereof by Landlord.

18.5. Limitation on Rights of Assignee/Sublessee. Any assignment or sublease for which Landlord’s consent is required shall not include the right to exercise any options to renew the Lease Term, expand the Premises, or similar options, unless specifically provided for in the consent.

18.6. Tenant Not Released. No assignment or sublease shall release Tenant of any of its obligations under this Lease.

18.7. Landlord’s Right to Collect Sublease Rents upon Tenant Default. If the Premises (or any portion) is sublet and Tenant defaults under its obligations to Landlord, then Landlord is authorized, at its option, to collect all sublease rents directly from the Sublessee. Tenant hereby assigns the right to collect the sublease rents to Landlord in the event of Tenant default. The collection of sublease rents by Landlord shall not relieve Tenant of its obligations under this Lease, nor shall it create a contractual relationship between Sublessee and Landlord or give Sublessee any greater estate or right to the Premises than contained in its Sublease.

18.8. Excess Rents. [Deleted]

18.9. Landlord’s Fees. Tenant shall pay Landlord an administration fee of $1,000.00 per assignment or sublease transaction for which consent is required.

18.10. Unauthorized Assignment or Sublease. Any unauthorized assignment or sublease shall constitute a default under the terms of this Lease.

18.11. Limitation. Notwithstanding anything contained in this Lease, no proposed assignment or sublease shall provide for a rental or other payment for the leasing, use, occupancy or utilization of all or any portion of the Premises based, in whole or in part, on the income or profits derived by any person from the property so leased, used, occupied or utilized other than an amount based on a fixed percentage or percentages of gross receipts or sales. No proposed assignment of this Lease or sublease of the Premises shall, in the sole opinion of Landlord, (a) cause a violation of the Employee Retirement Income Security Act of 1974 or the regulations promulgated thereunder, as amended from time to time, by such proposed assignee or subtenant, by Landlord, or by any person which, directly or indirectly, controls, is controlled by, or is under common control with, Landlord or any person who controls Landlord or (b) result in Landlord, or any person which, directly or indirectly, controls Landlord, receiving “unrelated business taxable income” as defined in the Internal Revenue Code, as amended.

19. DAMAGES TO PREMISES.

19.1. Landlord’s Restoration Obligations. If the Building or Premises are damaged by fire or other casualty (“Casualty”), then Landlord shall repair and restore the Premises to substantially the same condition of the Premises immediately prior to such Casualty, subject to the following terms and conditions:

19.1.1. Landlord’s duty to repair and restore the Premises shall begin as expeditiously as possible after cessation of such casualty.

19.1.2. Landlord shall have no obligation to repair and restore Tenant’s trade fixtures, personal or business property, decorations, signs, contents, or any Non-Standard Improvements to the Premises except that such Casualty is caused by Landlords gross negligence.

19.2. Termination of Lease by Landlord. Landlord shall have the option of terminating the Lease if: (i) the Premises is rendered wholly untenantable. If Landlord elects to terminate this Lease, then it shall give notice of the cancellation to Tenant within sixty (60) days after the date of the Casualty. Tenant shall vacate and surrender the Premises to Landlord as expeditiously as possible after receipt of the notice of termination.

19.3. Termination of Lease by Tenant. Tenant shall have the option of terminating the Lease if: (i) Landlord has failed to substantially restore the damaged Building or Premises within one hundred eighty (180) days of the Casualty (“Restoration Period”); (ii) the Restoration Period has not been delayed by force majeure ; and (iii) Tenant gives Landlord notice of the termination within fifteen (15) days after the end of the Restoration Period (as extended by any force majeure delays). If Landlord is delayed by force majeure , then Landlord must provide Tenant with notice of the delays within fifteen (15) days of the force majeure event stating the reason for the delays and a good faith estimate of the length of the delays.

19.4. Tenant’s Restoration Obligations. Unless terminated, the Lease shall remain in full force and effect and the proceeds of all insurance carried by Tenant on its property shall be held in trust by Tenant for the purposes of such repair, restoration, or replacement.

19.5. Rent Abatement. If Premises is rendered wholly untenantable by the Casualty, then the Rent payable by Tenant shall be fully abated. If the Premises is only partially damaged, then Tenant shall continue the operation of Tenant’s business in any part not damaged to the extent reasonably practicable from the standpoint of prudent business management, and Rent and other charges shall be abated proportionately to the portion of the Premises rendered untenantable. The abatement shall be from the date of the Casualty until the Premises have been substantially repaired and restored, or until Tenant’s business operations are restored in the entire Premises, whichever shall first occur. However, if the Casualty is caused by the negligence or other wrongful conduct of Tenant or of Tenant’s subtenants, licensees, contractors, or invitees, or their respective agents or employees, there shall be no abatement of Rent.

19.6. Waiver of Claims. The abatement of the Rent set forth above is Tenant’s exclusive remedy against Landlord in the event of a Casualty. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any Casualty and any resulting damage, destruction, repair, or restoration.

20. EMINENT DOMAIN.

20.1. Effect on Lease. If all of the Premises are taken under the power of eminent domain (or by conveyance in lieu thereof), then this Lease shall terminate as of the date possession is taken by the condemnor, and Rent shall be adjusted between Landlord and Tenant as of such date. If only a portion of the Premises is taken and Tenant can continue use of the remainder, then Tenant shall continue the operation of Tenant’s business in any part not taken under the power of eminent domain to the extent reasonably practicable under prudent business management, and Rent and other charges shall be abated proportionately to the portion of the Premises rendered untenantable.

20.2. Right to Condemnation Award. Landlord shall be entitled to receive and retain the entire condemnation award for the taking of the Building and Premises. Tenant shall have no right or claim against Landlord for any part of any award received by Landlord for the taking. Tenant shall have no right or claim for any alleged value of the unexpired portion of this Lease, or its leasehold estate, or for costs of removal, relocation, business interruption expense or any other damages arising out of such taking. Tenant, however, shall not be prevented from making

a claim against the condemning party (but not against Landlord) for any moving expenses, loss of profits, or taking of Tenant’s personal property (other than its leasehold estate) to which Tenant may be entitled; provided that any such award shall not reduce the amount of the award otherwise payable to Landlord for the taking of the Building and Premises.

21. ENVIRONMENTAL COMPLIANCE .

21.1. Environmental Laws. The term “Environmental Laws” shall mean all now existing or hereafter enacted or issued statutes, laws, rules, ordinances, orders, permits and regulations of all state, federal, local and other governmental and regulatory authorities, agencies and bodies applicable to the Premises, pertaining to environmental matters or regulating, prohibiting or otherwise having to do with asbestos and all other toxic, radioactive, or hazardous wastes or materials including, but not limited to, the Federal Clean Air Act, the Federal Water Pollution Control Act, and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as from time to time amended.

21.2. Tenant’s Responsibility . Tenant covenants and agrees that it will keep and maintain the Premises at all times in compliance with Environmental Laws. Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically active or other hazardous substances, or materials on the Property. Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or in compliance with the highest standards prevailing in the industry for the storage and use of such substances or materials, nor allow to be brought onto the Property any such materials or substances except to use in the ordinary course of Tenant’s business, and then only after notice is given to Landlord of the identity of such substances or materials. No such notice shall be required, however, for commercially reasonable amounts of ordinary office supplies and janitorial supplies. Tenant shall execute affidavits, representations and the like, from time to time, at Landlord’s request, concerning Tenant’s best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. Tenant’s obligations under this Section are collectively the “Tenant’s Environmental Responsibilities.”

21.3. Tenant’s Liability . Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s failure to comply with Tenant’s Environmental Responsibilities, including but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as prior to the Commencement Date and into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into compliance with all Environmental Laws; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with Tenant’s Environmental Responsibilities.

21.4. Limitation on Tenant’s Liability. Tenant’s Environmental Responsibilities shall not apply to any condition or matter constituting a violation of any Environmental Laws: (i) which existed prior to the commencement of Tenant’s use or occupancy of the Premises; (ii) which was not caused, in whole or in part, by Tenant or Tenant’s subtenants or any of their agents, employees, contract employee, officers, partners, contractors or invitees; or (iii) to the extent such violation is caused by, or results from the acts or neglects of Landlord or Landlord’s agents, employees, officers, partners, contractors, guests, or invitees.

21.5. Inspections by Landlord . Landlord and its engineers, technicians, and consultants (collectively the “Auditors”) may, from time to time as Landlord deems appropriate, conduct periodic tests and examinations (“Audits”) of the Premises to confirm and monitor Tenant’s Environmental Responsibilities. Such Audits shall be conducted in such a manner as to minimize the interference with Tenant’s use of the Premises; however, in all cases, the Audits shall be of such nature and scope as shall be reasonably required by then existing technology to confirm Tenant’s compliance with Tenant’s Environmental Responsibilities. Tenant shall fully cooperate with Landlord and its Auditors in the conduct of such Audits. The cost of such Audits shall be paid by Landlord unless an Audit shall disclose a material failure of Tenant to comply with Tenant’s Environmental Responsibilities, in which case the cost of such Audit, and the cost of all subsequent Audits made during the Term and within thirty (30) days thereafter (not to exceed two (2) such Audits per calendar year), shall be paid by Tenant, on demand.

21.6. Property. For the purposes of Tenant’s Environmental Responsibilities, the term “Property” shall include the Premises, Building, all Common Areas, the real estate upon which the Building is located; all personal property (including that owned by Tenant); and the soil, ground water, and surface water of the real estate upon which the Building is located.

21.7. Tenant’s Liability After Termination of Lease . Tenant’s indemnity obligations and liability with respect to any of the Tenant’s Environmental Responsibilities shall survive the expiration or termination of this Lease, and shall continue for so long as Landlord and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which Tenant has agreed to indemnify Landlord.

21.8. Landlord’s Liability . Landlord shall hold Tenant free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Tenant shall incur, or which Tenant would otherwise incur, by reason of Landlord’s failure to comply with Landlord’s Environmental Responsibilities prior to the Commencement Date, including but not limited to: (i) the cost of full remediation of any contamination and into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into compliance with all Environmental Laws; and (iii) if any, the reasonable fees and expenses of Tenant’s attorneys, engineers, and consultants incurred by Tenant in enforcing and confirming compliance with Tenant’s Environmental Responsibilities.

22. MOLD.

22.1. Presence of Mold. Tenant acknowledges that (i) mold, mildew, and similar organisms (collectively “mold”) can grow in almost any moist location, especially where excessively humid or moist conditions exist, (ii) some forms of Mold are considered to be toxic or dangerous to human health, (iii) Mold emits airborne spoors that may be disbursed through the HVAC system, and (iv) Mold may cause certain individuals to experience allergic reactions or other medical conditions, including respiratory distress and eye irritation. The presence and consequences of any Mold in the Premises is referred to in this Section as “Mold Conditions”.

22.2. Mold Prevention Practices. Tenant agrees, at its own expense, to do the following for the prevention and control of Mold Conditions within the Premises (“Mold Prevention Practices”):

22.2.1. Adopt and enforce good housekeeping practices and vigilant moisture control within the Premises, and particularly in kitchen areas, janitorial closets, bathrooms, in and around water fountains and other plumbing facilities and fixtures, break rooms, in and around outside walls, and in and around HVAC systems and associated drains;

22.2.2. Regularly monitor the Premises for the presence of Mold and any conditions that reasonably can be expected to give rise to or be attributed to Mold including, but not limited to, observed or suspected instances of water damage, condensation, seepage, leaks, or any other water collection or penetration (from any source, internal or external), Mold growth (including mildew), repeated complaints of respiratory ailments or eye irritation by Tenant’s employees or any other occupants of the Premises, or any notice from a governmental agency of complaints regarding substandard indoor air quality at the Premises; and

22.2.3. Immediately notify Landlord in writing if Tenant observes, suspects, or has been notified that any Mold Conditions are present in, at, or about the Premises.

22.3. Remediation. If any Mold Conditions are discovered, Landlord shall have the right to investigate and remediate the Mold Conditions and to impose additional Mold Prevention Practices on the Tenant at Tenant’s expense. However, provided Tenant is in compliance with 22.2 then all remediation will be at Landlords expense.

22.4. Tenant Indemnity. Tenant shall indemnify and hold Landlord harmless from any and all liability, claims or damages incurred by Landlord in connection with any Mold Conditions, including without limitation any third party claims and all costs incurred by Landlord to investigate and remediate any Mold Conditions, unless caused or contributed to by Landlords negligence.

22.5. Release . [Deleted]

22.6. Survival. The Tenant’s indemnity obligations and release with respect to Mold Conditions shall survive the expiration or earlier termination of this Lease.

23. DEFAULT.

23.1. Tenant’s Default . Tenant shall be in default under this Lease if Tenant:

23.1.1. Fails to pay when due any (subject to any applicable Grace Period) Base Rent, Additional Rent, or any other sum of money which Tenant is obligated to pay, as provided in this Lease;

23.1.2. Breaches any other agreement, covenant or obligation in this Lease and such breach is not remedied within Thirty (30) days after Landlord gives Tenant notice specifying the breach, or if such breach cannot, with due diligence, be cured within Thirty (30) days, Tenant does not commence curing within Thirty (30) days and with reasonable diligence completely cure the breach within a reasonable period of time after the notice;

23.1.3. Files any petition or action for relief under any creditor’s law (including bankruptcy, reorganization, or similar action), either in state or federal court, or has such a petition or action filed against it which is not stayed or vacated within sixty (60) days after filing; or

23.1.4. Makes any transfer in fraud of creditors as defined in Section 548 of the United States Bankruptcy Code (11 U.S.C. 548, as amended or replaced), has a receiver appointed for its assets (and the appointment is not stayed or vacated within thirty (30) days), or makes an assignment for benefit of creditors.

23.2. Landlord’s Remedies. In the event of a Tenant default, Landlord at its option may do one or more of the following:

23.2.1. Terminate this Lease and recover all damages caused by Tenant’s breach, including consequential damages for lost future rent that would have been due from Tenant;

23.2.2. Repossess the Premises, after terminating, and relet the Premises at the then applicable market rates;

23.2.3. Bring action for recovery of all amounts due from Tenant; or

23.2.4. Pursue any other remedy available in law or equity.

23.3. Landlord’s Expenses; Attorneys Fees. All reasonable expenses of Landlord in repairing, restoring, or altering the Premises for re-letting as general office or basic research space, together with leasing fees and all other expenses in seeking and obtaining a new Tenant, shall be charged to and be a liability of Tenant. Landlord’s reasonable attorneys’ fees in pursuing any of the foregoing remedies, or in collecting any Rent or Additional Rent due by Tenant hereunder, shall be paid by Tenant. Landlord shall use reasonable efforts to mitigate its damages.

23.4. Should any re-letting result in Landlord receiving rents in access to the amounts payable under this lease then such amounts shall be offset against the provisions of this clause.

23.5. Remedies Cumulative. All rights and remedies of Landlord are cumulative, and the exercise of any one shall not be an election excluding Landlord at any other time from exercise of a different or inconsistent remedy. No exercise by Landlord of any right or remedy granted herein shall constitute or effect a termination of this Lease unless Landlord shall so elect by notice delivered to Tenant. The failure of Landlord to exercise its rights in connection with this Lease or any breach or violation of any term, or any subsequent breach of the same or any other term, covenant or condition shall not be a waiver of such term, covenant or condition or any subsequent breach of the same or any other covenant or condition.

23.6. No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the Rent and other sums then due shall be deemed to be other than on account of the earliest installment of such payments due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed as accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy provided in this Lease.

23.7. No Reinstatement. No payment of money by Tenant to Landlord after the expiration or termination of this Lease shall reinstate or extend the Term, or make ineffective any notice of termination given to Tenant prior to the payment of such money. After the service of notice or the commencement of a suit, or after final judgment granting Landlord possession of the Premises, Landlord may receive and collect any sums due under this Lease, and the payment thereof shall not make ineffective any notice or in any manner affect any pending suit or any judgment previously obtained.

23.8. Summary Ejectment. Tenant agrees that in addition to all other rights and remedies, Landlord may obtain an order for summary ejectment from any court of competent jurisdiction without prejudice to Landlord’s rights to otherwise collect rents or breach of contract damages from Tenant.

23.9. Landlord’s Default. Landlord shall be in default under this Lease if Landlord breaches any agreement, covenant or obligation in this Lease and such breach is not remedied within fifteen (15) days after Tenant gives Landlord written notice specifying the breach, or if such breach cannot, with due diligence, be cured within fifteen (15) days, Landlord does not commence curing within fifteen (15) days and with reasonable diligence completely cure the breach within a reasonable period of time after the notice.

23.10. Tenant’s Remedies. In the event of a Landlord default, Tenant may, in addition to any remedies available to it at law, cure the default on behalf of Landlord, and the reasonable costs of such cure shall be paid to Tenant by Landlord upon written demand

24. MULTIPLE DEFAULTS.

24.1. Effect on Notice Rights and Cure Periods. Except in the case of late payment of Rent, including Additional Rent, should Tenant default under this Lease on two (2) or more occasions during any twelve (12) month period, in addition to all other remedies available to Landlord, any notice requirements or cure periods otherwise set forth in this Lease with respect to a default by Tenant shall not apply.

25. BANKRUPTCY .

25.1. Trustee’s Rights. Landlord and Tenant understand that, notwithstanding contrary terms in this Lease, a trustee or debtor in possession under the United States Bankruptcy Code, as amended, (the “Code”) may have certain rights to assume or assign this Lease. This Lease shall not be construed to give the trustee or debtor in possession any rights greater than the minimum rights granted under the Code.

25.2. Adequate Assurance. Landlord and Tenant acknowledge that, pursuant to the Code, Landlord is entitled to adequate assurances of future performance of the provisions of this Lease.

25.3. Assumption of Lease Obligations. Any proposed assignee of this Lease must assume and agree to be personally bound by the provisions of this Lease.

26. NOTICES .

26.1. Addresses. All notices, demands and requests by Landlord or Tenant shall be sent to the Notice Addresses set forth in Section 1.1, or to such other address as a party may specify by duly given notice.

26.2. Form; Delivery; Receipt. ALL NOTICES, DEMANDS AND REQUESTS WHICH MAY BE GIVEN OR WHICH ARE REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED. Notices, demands or requests shall be deemed to have been properly given for all purposes if (i) delivered against a written receipt of delivery, (ii) mailed by express, registered or certified mail of the United States Postal Service, return receipt requested, postage prepaid, or (iii) delivered to

a nationally recognized overnight courier service for next business day delivery to the receiving party’s address as set forth above. Each such notice, demand or request shall be deemed to have been received upon the earlier of the actual receipt or refusal by the addressee or three (3) business days after deposit thereof at any main or branch United States post office if sent in accordance with subsection (ii) above, and the next business day after deposit thereof with the courier if sent pursuant to subsection (iii) above.

26.3. Address Changes. The parties shall notify the other of any change in address, which notification must be at least fifteen (15) days in advance of it being effective.

26.4. Notice by Legal Counsel. Notices may be given on behalf of any party by such party’s legal counsel.

27. HOLDING OVER . If Tenant holds over after the Expiration Date or other termination of this Lease, such holding over shall not be a renewal of this Lease but shall create a tenancy-at-sufferance. Tenant shall continue to be bound by all of the terms and conditions of this Lease, except that during such tenancy-at-sufferance Tenant shall pay to Landlord (i) Base Rent at the rate equal to one hundred and ten percent (110%) of that provided for as of the expiration or termination date, and (ii) any and all Operating Expenses and other forms of Additional Rent payable under this Lease. The increased Rent during such holding over is intended to compensate Landlord partially for losses, damages and expenses, including frustrating and delaying Landlord’s ability to secure a replacement tenant. If Landlord loses a prospective tenant because Tenant fails to vacate the Premises on the Expiration Date or any termination of the Lease after notice to do so, then Tenant will be liable for such damages as Landlord can prove because of Tenant’s wrongful failure to vacate. In the case that the Tenant has given Landlord 60 days prior written notice of a Hold Over and the Landlord agrees to such Hold Over then the damages and increased Rent of this section shall not apply.

28. RIGHT TO RELOCATE . [Deleted.]

29. BROKER’S COMMISSIONS .

29.1. Broker. Each party represents and warrants to the other that it has not dealt with any real estate broker, finder or other person with respect to this Lease in any manner, except the Brokers identified in Section 1.1.

29.2. Landlord’s Obligation. Landlord shall pay any commissions or fees that are payable to the Brokers with respect to this Lease pursuant to Landlord’s separate agreement with the Brokers.

29.3. Indemnity. Each party shall indemnify and hold the other party harmless from any and all damages resulting from claims that may be asserted against the other party by any broker, finder or other person (including, without limitation, any substitute or replacement broker claiming to have been engaged by indemnifying party in the future) other than the Brokers identified in Section 1.1 claiming to have dealt with the indemnifying party in connection with this Lease or any amendment or extension hereto, or which may result in Tenant leasing other or enlarged space from Landlord. The provisions of this Section shall survive the termination of this Lease.

30. MISCELLANEOUS .

30.1. No Agency. Tenant is not, may not become, and shall never represent itself to be an agent of Landlord, and Tenant acknowledges that Landlord’s title to the Building is paramount, and that it can do nothing to affect or impair Landlord’s title.

30.2. Force Majeure. Landlord shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Lease when prevented from so doing by force majeure. The term “ force majeure ” means: fire, flood, extreme weather, labor disputes, strike, lock-out, riot, acts or threats of terrorism, government interference (including regulation, appropriation or rationing), unusual delay in governmental permitting, unusual delay in deliveries or unavailability of materials, unavoidable casualties, Act of God, or other causes beyond the Landlord’s reasonable control.

30.3. Limitation on Damages. Notwithstanding any other provisions in this Lease, Landlord shall not be liable to Tenant for any special, consequential, incidental or punitive damages.

30.4. Satisfaction of Judgments Against Landlord [Deleted].

30.5. Interest. [Deleted].

30.6. Legal Costs. Should either party prevail in any legal proceedings against the other for breach of any provision in this Lease, then non-prevailing party shall be liable for the costs and expenses of the prevailing party, including its reasonable attorneys’ fees (at all tribunal levels).

30.7. Sale of Premises or Building. Landlord may sell the Building without affecting the obligations of Tenant hereunder; upon the sale of the Building, Landlord shall be relieved of all responsibility for the Premises and shall be released from any liability thereafter accruing under this Lease.

30.8. Time of the Essence. Time is of the essence in the performance of all obligations under the terms of this Lease

30.9. Transfer of Payments. If Tenant has paid any Security Deposit or prepaid any Rent, Landlord may transfer the Security Deposit or prepaid Rent to Landlord’s successor and upon such transfer, Landlord shall be released from any liability for return of the Security Deposit or prepaid Rent.

30.10. Tender of Premises. The delivery of a key or other such tender of possession of the Premises to Landlord or to an employee of Landlord shall not operate as a termination of this Lease or a surrender of the Premises unless requested in writing by Landlord.

30.11. Tenant’s Financial Statements. Upon request of Landlord, Tenant agrees to furnish to Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements, audited if available. The financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements shall include a balance sheet and a statement of profit and loss, and the annual financial statement shall also include a statement of changes in financial position and appropriate explanatory notes. Landlord may deliver the financial statements to any prospective or existing mortgagee or purchaser of the Building.

30.12. Recordation. This Lease may not be recorded without Landlord’s prior written consent. Landlord, upon request of Tenant, agrees to execute a memorandum of this Lease in recordable form, and Tenant may record such memorandum at its cost. The form of the memorandum shall be subject to Landlord’s reasonable approval.

30.13. Partial Invalidity. The invalidity of any portion of this Lease shall not invalidate the remaining portions of the Lease.

30.14. Binding Effect. This Lease shall be binding upon the respective parties hereto, and upon their heirs, executors, successors and assigns.

30.15. Entire Agreement. This Lease supersedes and cancels all prior negotiations between the parties, and no changes shall be effective unless in writing signed by both parties. Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements or warranties except those expressed in this Lease, and that this Lease contains the entire agreement of the parties hereto with respect to the subject matter hereof.

30.16. Good Standing. If requested by Landlord, Tenant shall furnish appropriate legal documentation evidencing the valid existence in good standing of Tenant, and the authority of any person signing this Lease to act for the Tenant. If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do business in the State in which the Premises are located, that the corporation has a full right and authority to enter into this Lease and that each of the persons signing on behalf of the corporation is authorized to do so. If Tenant is a corporation, partnership or other entity, each of the persons signing on behalf of Tenant warrants that all consents or approvals required of any parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this Lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this Lease.

30.17. Terminology. The singular shall include the plural, and the masculine, feminine or neuter includes the other.

30.18. Headings. Headings of sections are for convenience only and shall not be considered in construing the meaning of the contents of such section.

30.19. Choice of Law. This Lease shall be interpreted and enforced in accordance with the laws of Maryland.

30.20. Execution. The submission of this Lease to Tenant for review does not constitute a reservation of or option for the Premises, and this Lease shall become effective as a contract only upon the execution and delivery by both Landlord and Tenant.

30.21. Approval by Lender and United States Economic Development Agency. Tenant acknowledges that the financing on the Property has not been concluded and that Lender and or EDA may require material changes in the Lease before making a Loan Commitment or granting necessary approval. If changes are required by Lender or EDA, Tenant agrees to work in good faith with the Landlord to make necessary modifications in this Lease.

31. ADDENDA AND EXHIBITS. The addenda and exhibits listed below are incorporated into this Lease.

31.1. Lease Addendum #1 — “Workletter”

31.2. Exhibit A — Building and Premises

31.3. Exhibit B — Rules and Regulations

31.4. Exhibit C — Janitorial Specifications

31.5. Exhibit D — Monthly Rents and Expiration Date

31.6. Exhibit E — Annual Anticipated Property Tax and Insurance Table

31.7. Exhibit F — Common Area

31.8. Exhibit G— Business Support Area

31.9. Exhibit H — Building Standard Improvements

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE BLOCKS ON NEXT PAGE]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Effective Date.

		LANDLORD:


		ALLEGANY RESEARCH PROPETIES, LLC


		By:		Executed by Carl Belt, Jr
		Name:		Dated 020607
		Title:

STATE OF MARYLAND )

_____________ ) TO WIT:

COUNTY/CITY OF _________ )

I HEREBY CERTIFY that on this __th day of ______________, 2006, before me, the subscriber, a Notary Public of the State of Maryland and County/City of ________________, personally appeared before me _________________, _____________________________, of Allegany Research Properties, LLC, and

acknowledged the foregoing Lease to be the act and deed of said Limited Liability Company.

WITNESS my hand and notarial seal.


	Notary Public
My Commission Expires ______________________.

	TENANT:

	INFOSPHERIX INCORPORATED

	By:	Executed by Richard Levin
	Name:	Dated 020607
	Title:

STATE OF MARYLAND )

_____________ ) TO WIT:

COUNTY/CITY OF _________ )

WITNESS my hand and notarial seal.


		Notary Public
My Commission Expires ______________________.

LEASE ADDENDUM #1

WORKLETTER

This Lease Addendum #1 (the “First Addendum” or “Workletter”) sets forth the rights and obligations of Landlord and Tenant with respect to space planning and preparing final construction drawings, and the construction and installation of any improvements to the Premises (not included in the base Building finishes) to be completed before the Commencement Date (“Tenant Improvements”).

Landlord and Tenant mutually agree to the following:

1. Allowance. Landlord agrees to provide Tenant with the allowance identified in Section 1.1 of the Lease (“Allowance”) to design, and construct the Tenant Improvements. Tenant shall be fully responsible for all Tenant Improvement costs that exceed the Allowance.

2. Base Building . Landlord’s base Building finishes (“Base Building Finishes”) will consist of:

a. An energy efficient HVAC system similar to those associated with typical Class A buildings in the region,

b. One (1) VAV per 1,000 square feet wired with DDC controls,

c. Six (6) watts/square foot low voltage throughout the space,

d. Parabolic lights at one per 80 square feet,

e. Reveal edge tiles and ceiling grid.

Tenant may elect not to receive the Landlord’s Base Building Finishes in the Premises, in which case the cost of such finishes will be added to the Allowance.

3. Plans .

a. On Tenant’s behalf, Landlord shall select architects and engineers (collectively “Architect”), who will do the following at Tenant’s expense (which expense shall be deducted from the Allowance):

i. Attend a reasonable number of meetings with Tenant and Landlord’s agent to define Tenant’s requirements for the Tenant Improvements.

ii. Provide a space plan (“Space Plan”) for Tenant’s review and approval.

iii. Complete construction drawings for Tenant’s partition layout, reflected ceiling grid, telephone and electrical outlets, keying, and finish schedule (“Construction Drawings”) based on the Space Plan.

iv. Complete building standard mechanical plans where necessary (for installation of air conditioning system and duct work, and heating and electrical facilities) for the work to be done in the Premises (“Mechanical Drawings”) (the Space Plan, Construction Drawings and Mechanical Drawings are collectively referred to as the “Plans”).

b. Tenant shall review and provide comments to or approve the Space Plan, in writing, within five (5) business days after receipt. Any Tenant delay in reviewing the Space Plan shall not delay the Commencement Date under the Lease.

c. Tenant also review and provide comments or approve the Construction Drawings and Mechanical Drawings within five (5) business days after receipt. Failure to provide any comments to the Construction Drawings or Mechanical Drawings within five (5) business days after receipt shall constitute Tenant’s approval of such Construction Drawings or Mechanical Drawings.

d. All Plans (and any modifications to the Plans) shall be subject to Landlord’s prior written approval. Landlord agrees that it will not unreasonably withhold its approval of the Plans, or modifications to the Plans; provided, however, Landlord shall have sole and absolute discretion to approve or disapprove any Tenant Improvements that will be visible to the exterior of the Premises, or which may affect the structural integrity of the Building. Any approval of the Plans by Landlord shall not constitute approval of any delays caused by Tenant and shall not be deemed a waiver of any rights or remedies that may arise as a result of such delays. Landlord may condition its approval of the Plans on Tenant paying rent prior to completion of the Tenant Improvements if the Plans require special design elements or materials that would cause Landlord to deliver possession of the Premises to Tenant after the scheduled Commencement Date.

4. Tenant Responsibility for Plans and Plan Delivery Date.

a. Tenant acknowledges that the Architect is acting on behalf of the Tenant with respect to the Plans for the Tenant Improvements, and that Tenant (not Landlord) is responsible for the content of the Plans and the timely completion of the Plans.

b. Tenant covenants and agrees to deliver to Landlord final Plans approved by Tenant on or before the Tenant Plan Delivery Date identified in Section 1.1 of the Lease. Time is of the essence in the delivery of the final Plans. It is vital that the final Plans be delivered to Landlord by the Tenant Plan Delivery Date in order to allow Landlord sufficient time to review such Plans, to discuss with Tenant any changes therein which Landlord believes to be necessary or desirable, to enable the Contractor to prepare an estimate of the cost of the Tenant Improvements, to obtain required permits, and to substantially complete the Tenant Improvements within the time frame provided in the Lease.

5. Construction of Tenant Improvements . On Tenant’s behalf, Landlord shall select a licensed general contractor or contractors (the “Contractor”) to construct and install the Tenant Improvements in accordance with the Plans (the “Work”) at Tenant’s expense (which expense shall be deducted from the Allowance). The Contractor shall be subject to the reasonable approval of the Tenant. Landlord shall coordinate and facilitate all communications between Tenant and the Contractor.

a. Prior to commencing Work, Landlord shall submit to Tenant in writing the cost of the Work, which shall include (i) the Contractor’s cost for completing the Work (including the Contractor’s general conditions, overhead and profit) and (ii) a Construction Supervision Fee in the amount set forth in Section 1.1 of the Lease to be paid to Landlord to manage and oversee the work to be done on Tenant’s behalf. Tenant shall have five (5) business days to review and approve the cost of the Work. Landlord shall not authorize the Contractor to proceed with the work until the cost is mutually agreed upon and approved in writing and delivered to Landlord.

b. Any changes in the approved cost of the Work shall be by written change order signed by the Tenant. Tenant agrees to process change orders in a timely fashion. Tenant acknowledges that the following items may result in change orders:

i. Municipal or other governmental inspectors that require changes to the Premises such as additional exit lights, fire damper or whatever other changes they may require. In such event, Landlord will notify the Tenant of the required changes, but the cost of such changes and any delay associated with such changes shall be the responsibility of the Tenant.

ii. Tenant makes changes to the Plans or requests additional work. Tenant will be notified of the cost and any delays that would result from the change by a change order signed by Tenant before the changes are implemented.

iii. Any errors or omissions in the Plans or specifications which require changes. Landlord will notify the Tenant of the required changes, but the cost of such changes and any delay associated with such changes shall be the responsibility of the Tenant.

iv. Materials are not readily available, require quick ship charges, or require substitution.

v. The Tenant Improvement schedule requires Express Review to get permits, which will increase the costs of the permitting process.

6. Signage and Keys. Landlord shall provide the following in accordance with building standards at Tenant’s Expense (which expense may be deducted from the Allowance): (i) door and directory signage; (ii) two (2) keys to entrance door; and (iii) enough access cards to accommodate Tenant and Tenant’s employees on the Commencement Date. Additional access cards will be charged to Tenant, whether for new employees or for loss or replacement. Access cards are $25.00 each and subject to increase based on cost.

7. Commencement Date.

a. The Commencement Date shall be the date when the Work has been substantially completed (excluding items of work and adjustment of equipment and fixtures that can be completed after the Premises are occupied without causing material interference with Tenant’s use of the Premises — i.e., “punch list items”), and the Landlord delivers possession of the Premises to Tenant in accordance with the terms of the Lease.

b. Notwithstanding the foregoing, if Landlord shall be delayed in delivering possession of the Premises as a result of:

i. Tenant’s failure to approve the Space Plan within the time specified;

ii. Tenant’s failure to furnish to Landlord the final Plans on or before the Tenant Plan Delivery Date;

iii. Tenant’s failure to approve Landlord’s cost estimates within the time specified;

iv. Tenant’s failure to timely respond to change orders;

v. Tenant’s request for changes in or modifications to the Plans subsequent to the Tenant Plan Delivery Date (regardless whether such requests are approved or implemented);

vi. Tenant’s changes in the Plans or Work (notwithstanding Landlord’s approval of any such changes);

vii. Inability to obtain materials, finishes or installations requested by Tenant that are not part of the Building Standard Improvements;

viii. The performance of any work by any person, firm or corporation employed or retained by Tenant; or

ix. Any other act or omission by Tenant or its agents, representatives, and/or employees;

then, in any such event, for purposes of determining the Commencement Date, the Premises shall be deemed to have been

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