Office Building Lease

Exhibit 10.15

Office Building Lease

THIS AGREEMENT OF LEASE, made this 19 ^th day of July, 2006 , by and between

Riderwood Associates Limited Partnership , Owner, acting through its Agent The Greenland Corporation ,

a Maryland corporation, (Owner and Agent are hereinafter collectively referred to as “Landlord”) and

Bay National Bank, a Maryland Corporation

(hereinafter referred to as “Tenant”), witnesseth that the parties hereby agree as follows:

1.   Premises . Landlord is the owner of The Exchange Office Building (hereinafter referred to as the “Building”), an office building located at 1122 Kenilworth Drive, Towson, Maryland. Landlord does hereby lease unto Tenant, and Tenant does hereby rent from Landlord, that portion of the Building on the First floor containing an agreed amount of 4,317 square feet of gross leasable area (hereinafter referred to as the “Leased Premises”) described on the schedule attached hereto as “Exhibit A”, and made a part hereof.

2.   Term . This Lease shall be for a term (the “Lease Term”) of five years and two months, to commence on October 1, 2006 and terminate at midnight on November 30, 2011 , unless otherwise terminated in accordance with the provisions hereof. Subject to the provisions of Paragraph 34 below, Tenant’s liability for rent shall begin two months following said commencement date.

3.   Security Deposit . Tenant has this day paid to Landlord the sum of $8,500 to be held by Landlord as security for the performance by Tenant of all obligations imposed on Tenant hereunder.

If Tenant shall perform all such obligations, said sum shall be refunded to Tenant, without interest after the Lease Term has ended and the Tenant has fully performed its obligations hereunder. If Tenant shall default in any such obligation, Landlord shall be entitled to apply such sum, protanto, toward Landlord’s damages.

4.   Use . Landlord and Tenant expressly agree that the Leased Premises may be used or occupied by Tenant solely as an office for general business use and for no other purpose whatsoever. Occupancy by Tenant shall be limited to one person for each 175 square feet of gross leasable area of the Leased Premises.

5.1   Basic Annual Rent . Tenant shall pay to Landlord during the Lease Term “Basic Annual Rent” of $101,449.50 , payable in equal monthly installments of $8,454.13 , subject to an increase at the end of each Lease Year by an amount equal to three percent (3%) of the Basic Annual Rent for the Lease Year just ending. The monthly installments shall be increased accordingly.

“Lease Year” shall mean each twelve month calendar period beginning on the commencement date of Tenant’s liability for rent under this Lease and each anniversary thereof. Monthly payments of Basic Annual Rent shall be paid, without any deductions or set-offs, and without demand and in advance on the first day of each and every month in each year during the Lease Term; except that the first full month’s rent shall be due and payable on a date specified in a written notice from the Landlord to the Tenant which date shall be not more than 60 days prior to the date specified in Paragraph 2 above for the commencement of the Lease Term. If the Lease Term shall commence on a day other than the first day of a month, Tenant shall pay a pro rated amount (on a per diem basis) of one month’s rent for the first calendar month and last calendar month of the Lease Term.

(b)   “Base Year Expenses” shall be an agreed figure of $6.75* per square foot of gross leasable area.

(c) “Building Expenses” shall be all those expenses (computed on a calendar year basis) paid or incurred by Landlord in connection with the owning, maintaining, operating, replacing and repairing of the Real Property or any part thereof, in a manner deemed reasonable and appropriate by Landlord and shall include, without limitation, the following:

1.   Electricity, water, sewer and other fuel and utilities.

2.   Cleaning, janitorial service, and trash removal.

3.   Maintenance, repair and replacement of the Real Property or any part thereof including, but not limited to, all parts of the Building, and the landscaping, grounds and paved areas, including the removal of snow, ice and debris therefrom and the policing and regulating traffic with respect thereto.

4.   All insurance.

5.   Personal property taxes on, and depreciating of, all personal property used in connection with the Real Property.

6.   Repainting and redecorating.

7.   Management fees, wages, salaries, compensation and subcontract expenses of all persons, including contractors, engaged in the maintenance, operation, administration, protection, replacement or repair of the Real Property.

8.   Administration costs, including, but not limited to, legal, accounting and other professional fees, and office and bookkeeping expenses.

9.   Supplies, equipment, uniforms and sundries, payroll taxes and other personnel costs.

10.   All other expenses which would be considered an expense of owning, maintaining, operating or repairing the Real Property under sound accounting principles.

11.   All assessments of a lot owners association applicable to the Property.

(d)   “Taxes” shall mean all real estate taxes, assessments, metropolitan charges, sewer rents, and valorem charges, water rates, rents and charges, front foot benefit charges, and all other government impositions in the nature of any of the foregoing. If at any time during the Lease Term the method of taxation prevailing at the commencement of the term shall be altered so as to cause the whole or any part of the items listed in the first sentence of this subparagraph (d) to be levied, assessed or imposed, wholly or partly as a capital levy, or otherwise, on the rents received from the Building, wholly or partly in lieu of imposition of, or the increase of, taxes in the nature of real estate taxes issued against the Real Property, then the charge to the Landlord resulting from such altered method of taxation shall be deemed to be within the definition of “Taxes.”

(e)   “Real Property” shall mean the Building, the entire lot upon which the Building is situated and all fixtures, equipment and other improvements and personal property in, upon, above, or under said lot and/or Building, and includes adjacent sidewalks, streets, utilities, and other improvements, as well as adjacent lawns, landscaping and wooded areas.

5.3   Adjustments for Taxes . In the event that the Taxes levied or assessed against the Real Property for any tax year which is wholly or partly within the Lease Term divided by the square feet of gross leasable area of the Building are greater than the Base Year Taxes, Tenant shall pay to Landlord, as additional rent during the rental year in which such tax increase takes place and during each rental year thereafter (subject to further adjustment in the event of other increases in Taxes), the amount of such increase times the square feet of gross leasable area of the Leased Premises. For the purpose of

* The Base Year Taxes and Base Year Expenses in Paragraph 5.2 of this Lease will be adjusted to the actual Taxes for the tax year beginning July 1, 2006 and ending June 30, 2007 and the actual Building Expenses for the expense year beginning January 1, 2006 and ending December 31, 2006 as soon as those numbers are available. Note that for the purpose of calculating the Building Expenses under this paragraph for the expense year beginning January 1, 2006 and ending December 31, 2006, the Building Expenses will include the amount budgeted for electricity during this period rather than the amount actually spent for electricity.

calculating the adjustment for taxes, it is agreed that the Building contains 89,292 square feet of gross leasable area. Any additional rent due Landlord under this Section 5.3 shall be due and payable at the time the taxes are due and payable. Landlord shall submit a written statement to Tenant showing the amount due. For Tenant’s obligations for such additional rent at the beginning or end of the Lease, see Section 5.4(c).

As of the date of this Lease, the tax year is a fiscal year commencing July 1. If the appropriate authorities shall hereafter change the tax year to a calendar year, or to a fiscal year commencing on a date other than July 1, appropriate adjustments shall be made in the computation of any additional rent due hereunder.

All reasonable expenses incurred by Landlord (including attorneys’ appraisers’ and consultants’ fees and other costs) in contesting any increase in Taxes or any increase in the assessment of the Real Property shall be included as an item of Taxes for the purpose of computing additional rent due hereunder.

5.4   Adjustment for Expenses . (a) In the event that the Building Expenses for any calendar year which is wholly or partly within the Lease Term divided by the square feet of gross leasable area of the Building are greater than the Base Year Expenses, Tenant shall pay to Landlord, as additional rent, the amount of such difference times the square feet of gross leasable area of the Leased Premises. For purposes of calculating the adjustment for expenses, it is agreed that the Building contains 89,292 square feet of gross leasable area. Such additional rent shall be computed on a year-to-year basis. Any such additional rent shall be due within thirty (30) days after the Landlord has submitted a written statement to Tenant showing the amount due, together with a statement showing in reasonable detail the breakdown of Building Expenses for the calendar year on which the statement is based. Landlord may, in its discretion, make a reasonable estimate of such additional rent with respect to any calendar year, and require Tenant to pay each month during such year 1/12 of such amount, at the time of payment of monthly installments of basic rent. In such event, Tenant shall pay, or Landlord shall refund, any underpayment or overpayment of such additional rent within thirty (30) days of Landlord’s written statement of actual Building Expenses for the calendar year. Tenant shall have the right to examine Landlord’s records with respect to any such increases in rent; provided, however, that unless Tenant shall have given Landlord written notice of exception to any such statement within thirty (30) days after delivery thereof, the same shall be conclusive and binding on Tenant.

(b)   Prior to calculating the Adjustment for Expenses, the Building Expenses for any calendar year shall be adjusted so as to eliminate any savings arising from vacant space. In addition, if Landlord shall reduce or eliminate the payment of any wages or other labor costs, costs of supplies, costs of utilities, costs of energy, costs of subcontract services, or any other Building Expenses as a result of the installation of labor saving devices or through installation of new capital improvements or by any other means, then in computing the additional rent payable under §5.4(a) the corresponding item or items of such wages or other costs saved, shall be deducted from the Base Year Expenses; for example, if any manually operated machine is converted to automatic operation, as the employment of each machine operator is terminated, the wages and other costs applicable to such operator shall be deducted from the Base Year Expenses. Or, if new capital equipment is installed during the Lease Term resulting in utility cost savings, the twelve month savings in cost resulting from such installation, as reasonably computed by Landlord, will be deducted from the Base Year Expenses.

(c)   Tenant’s obligation to pay any additional rent accruing during the Lease Term pursuant to Section 5.3 and 5.4 hereof shall apply pro rata to the proportionate part of a tax year, as to Taxes, and calendar year, as to Building Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such additional rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or if any other space or Tenant leaves the building; any such superseding lease shall not serve to supersede Tenant’s obligation for any such additional rent unless it makes express references thereto and recites that such additional rent is abated in consideration of the superseding lease.

5.5   Payments . All payments or installments of any rent (including additional rent) hereunder and all sums whatsoever due under this Lease, shall be paid to Landlord at the address designated by Landlord, and if not paid when due, shall be subject to a late charge equal to 5% of the amount of the late payment for each late payment and shall bear interest at the rate of 18% per annum (but not more than the maximum allowable legal rate applicable to Tenant) until paid. If an attorney is employed to enforce Landlord’s rights under this Lease, Tenant shall pay all fees and expenses of such attorney. Time is of the essence in this Lease.

6.   Requirements of Law . Tenant, at its sole cost and expense, shall comply promptly with all statutes, laws, ordinances, orders, regulations and requirements of the Federal, State and Local governments and any and all of their Departments and Bureaus, and of the Board of Fire Underwriters applicable to Tenant’s use of the Leased Premises, for the correction, prevention and abatement of nuisances or violations in, upon or connected with the Leased Premises during the Lease Term and for the prevention of fires; provided, however, that Landlord shall have the right, at the expense of the Tenant, to make all structural changes and correct all structural defects in the Building necessary to comply with requirements of law applicable to the Tenant’s use of the Leased Premises, and make all repairs, changes and alterations required by Tenant’s use of the Leased Premises and the Tenant, promptly upon the written request of the Landlord, shall deposit with the Landlord, prior to the commencement of such work, the cost thereof as estimated by the Landlord.

7.   Certificate of Occupancy . Tenant will not use or occupy the Leased Premises in violation of any certificate of occupancy, permit or other governmental consent issued for the Building. If any governmental authority, after the commencement of the Lease Term, shall contend or declare that the Leased Premises are being used for a purpose which is in violation of such certificate of occupancy, permit, or consent, then Tenant shall, upon five (5) days notice from Landlord, immediately discontinue such use of the Leased Premises. If thereafter the governmental authority asserting such violation threatens, commences or continues criminal or civil proceedings against Landlord for Tenant’s failure to discontinue such use, in addition to any and all rights, privileges and remedies given to Landlord under this Lease for default therein, Landlord shall have the right to terminate this Lease forthwith. Tenant shall indemnify and hold Landlord harmless of and from any and all liability for any such violation or violations.

8.   Contest-Statue, Ordinance, Etc . Tenant may, after notice to Landlord, by appropriate proceedings conducted promptly at Tenant’s own expense in Tenant’s name and whenever necessary in Landlord’s name, contest in good faith the validity or enforcement of any such statute, ordinance, law, order, regulation or requirement and may similarly contest any assertion of violation of any certificate of occupancy, permit or any consent issued for the Building. Tenant may, pending such contest, defer compliance therewith if, in the opinion of counsel for Landlord, such deferral will not subject either the Landlord or the Leased Premises or the Real Property (or any part thereof) to any penalty, fine or forfeiture, and if Tenant shall post a bond with corporate surety approved by Landlord sufficient, in Landlord’s opinion, fully to indemnify Landlord from loss.

9.   Tenant’s Improvements . Tenant shall not make any alterations, decorations, installations, additions or improvements to the Leased Premises, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed   and then only by contractors or mechanics

10.   Condition of Premises . Tenant will, during the Lease Term, keep the Leased Premises and the improvements and appurtenances therein in good repair, order and condition, and at the expiration of the Lease Term, or at the sooner termination of this Lease as herein provided, deliver up the same in the same good repair, order and condition as at the beginning of the tenancy, reasonable wear and tear excepted, and Tenant shall remove all of its property therefrom prior to such termination. Tenant will pay for all damage to the Building, its fixtures and appurtenances, as well as all damages sustained by other tenants or occupants of the Building due to any waste, misuse or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises by Tenant’s permission. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot area which such floor was designed to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant’s expense. Business machines and mechanical equipment, if approved by Landlord in a separate written agreement between Landlord and Tenant, shall be placed and maintained by Tenant, or at Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and prevent vibration, noise, or annoyance and Tenant shall, at its expense, take such steps as Landlord may direct to remedy any such condition. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making any repairs, alterations, additions or improvements in or to any portion of the Real Property or Leased Premises, or in or to fixtures, appurtenances or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building or of Leased Premises, or in or to the fixtures, appurtenances or equipment thereof, and the foregoing shall not be construed to mean that Landlord has any such obligations.

11.   Conduct on Premises . Tenants shall not do, or permit anything to be done in the Leased Premises or on the Real Property, or bring or keep anything therein which will, in any way, increase the rate of fire insurance on the Building, or invalidate or conflict with the fire insurance policies on the Building, fixtures or on property kept therein, or obstruct or interfere with the rights of the Landlord or the other tenants, or in any other way injure or annoy Landlord or the other tenants, or subject Landlord to any liability for injury to persons or damage to property, or interfere with the good order of the Building, or conflict with the laws, rules or regulations of any Federal, State or Municipal authority, or the Maryland Fire Underwriters Rating Bureau. The Tenant agrees to save harmless the Landlord from any liability arising from injury to person or damage to property in, on or about the Leased Premises whether occasioned by any act or omission of Tenant, or Tenant’s customers, employees, visitors, or invitees. Tenant agrees that any increase of fire insurance premiums on the Building or contents caused by the occupancy of Tenant and any expense or cost incurred in consequent of negligence or carelessness or the willful action of Tenant, Tenant’s employees, agents, servants or invitees shall, as they accrue, be added to the rent heretofore reserved and be paid as a part thereof; and Landlord shall have all the rights and remedies for the collection of same as are conferred upon the Landlord for the collection of rent provided to be paid pursuant to the terms of this Lease.

12.   Insurance . Tenant hereby agrees to keep in full force and effect a policy of public liability and property damage insurance, naming Landlord as an additional insured, with respect to the Leased Premises and the business of Tenant in, or within, from or connected with the Leased Premises, pursuant to which the limits of public liability shall be such amount as Landlord shall require but not less than $500,000 per person and $1,000,000 per occurrence, and in which the limit of liability for damage to property shall be not less than $50,000. The policy shall contain a clause that the insurer will not cancel or change the insurance without first giving Landlord thirty (30) days prior written notice. The insurance shall be carried with an insurance company approved by Landlord, and a certificate of insurance shall be delivered to Landlord at the inception of each policy and renewal thereof.

13.   Rules and Regulations . Tenant agrees to be bound by the rules and regulations set forth on the schedule attached hereto as “Exhibit B,” and made a part hereof. Landlord shall have the right, from time to time, to issue additional or amended rules and regulations regarding the use of the Building. When so issued the same shall be considered a part of this Lease and Tenant covenants that said additional or amended rules and regulations shall likewise be faithfully observed by Tenant, the employees of Tenant and all persons invited by Tenant into the Building. Landlord shall not be liable to Tenant for the violation of any of the said rules and regulations, or the breach of any covenant or condition in any lease, by any other tenant in the Building.

14.   Mechanics’ Liens . Tenant shall not do or suffer to be done any act, matter or thing whereby Tenant’s interest in the Leased Premises, or any part thereof, may be encumbered by any mechanics’ lien. Tenant shall discharge, within ten (10) days after the date of filing, any mechanics’ liens filed against Tenant’s interest in the Leased Premises, or any part thereof, purporting to be for labor or material furnished or to be furnished to Tenant. Landlord may, at its option (but without being obliged to do so), discharge any such mechanics’ lien not discharged by Tenant within such ten (10) day period, and Tenant, upon demand, shall reimburse Landlord for any such expense incurred by Landlord. Any monies expended by Landlord, as aforesaid, shall be deemed additional rent, collectible as such by Landlord. Landlord shall not be liable for any labor or material furnished or to be furnished to Tenant upon credit, and no mechanics’ or other lien for labor or material shall attach to or effect the reversionary or other estate or interest of Landlord in and to the Leased Premises, or the Real Property.

15.   Tenant’s Failure to Repair . In the event that Tenant fails, after fifteen (15) days written notice from Landlord, to keep the Leased Premises in a good state of condition and repair, or if such repairs require more than fifteen (15) days to complete, to commence and to diligently continue to make such repairs, or to do any act or make any payment required under this Lease or otherwise fails to comply herewith, Landlord may, at its option (but without being obliged to do so), enter upon the Leased Premises at all reasonable hours to make such repairs, or do any act or make any payment or compliance which Tenant has failed to do, and

upon demand, Tenant shall reimburse Landlord for any such expense incurred by Landlord. Any monies expended by Landlord, as aforesaid, shall be deemed additional rent, collectible as such by Landlord. All rights given to Landlord in this section shall be in addition to any other right or remedy of Landlord herein contained.

16.   Property-Loss, Damage . Landlord shall not be liable for any damage to property placed in the custody of its employees, nor for the loss of any property by theft or otherwise. Landlord shall not be liable for damage or injury to person or property unless notice in writing of any defect (which Landlord has under the terms of this Lease the duty to correct) alleged to have caused such damage or injury shall have been given a sufficient time before the occurrence of such damage or injury reasonably to have enabled Landlord to correct such defect, and even then only if such damage or injury is due to Landlord’s negligence; nor shall Landlord or its agent be liable for interference with the light, air, or other incorporeal hereditaments, nor shall Landlord be liable for any latent defect in the Building or its equipment. Tenant shall reimburse Landlord as additional rent for all expenses, damages or fines incurred or suffered by Landlord by reason of any breach, violation or nonperformance by Tenant, or Tenant’s employees, agents or visitors, of any covenant or provision of this Lease, or by reason of damage or injury to persons or property caused by moving property of or for Tenant in and/or out of the Building, or by the installation or removal of furniture or other property of or for Tenant, or by reason of or arising out of the occupancy or use by Tenant of the Leased Premises or of the Real Property, or any part of either thereof, or from any other cause due to the carelessness, negligence or improper conduct of Tenant or Tenant’s contractors, servants, employees, agents or invitees. Tenant shall not move any safe, heavy machines, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior written consent. If such safe, machines, equipment, freight, bulky matter or fixtures require special handling, Tenant agrees to employ only persons holding a proper license to do said work, and that all work in connection therewith shall comply with any applicable Federal, State, County or other governing laws, rules or regulations. Notwithstanding said consent of Landlord, Tenant shall indemnify Landlord for and hold Landlord harmless and free from damages or injuries sustained by person or property and for any damages or monies paid out by Landlord in settlement of any claims or judgments, as well as for all expenses and attorney’s fees, incurred in connection therewith and all costs incurred in repairing any damage to the Building or appurtenances. Nothing herein shall be deemed to indemnify Landlord against, or exculpate Landlord from, its negligence or willful misconduct.

17.   Destruction-Fire or Other Casualty . In the case of partial damage to the Leased Premises by fire or other casualty, Tenant shall give immediate notice thereof to Landlord, who shall thereupon cause damage to all property owned by Landlord to be repaired with reasonable speed at expense of Landlord, due allowance being made for reasonable delay which may arise by reason of adjustment of loss under insurance policies on the part of Landlord and/or Tenant, and for reasonable delay on account of “labor troubles” or any other cause beyond Landlord’s control, and this Lease shall remain in full force and effect, except that to the extent that the Leased Premises are rendered untenantable the rent shall proportionately abate, provided the damage above mentioned occurred without the fault or neglect of Tenant, Tenant’s servants, employees, agents, or visitors. But if such damage is due to the fault or neglect of Tenant, or Tenant’s servants, employees, agents or invitees, the damage shall be repaired by Landlord at Tenant’s expense and there shall be no apportionment or abatement of rent. In the event the damage shall be so extensive to the whole Building as to render it uneconomical, in Landlord’s opinion, to restore it for office building use and Landlord shall decide not to repair or rebuild the Building, this Lease, at the option of Landlord, shall be terminated upon written notice to Tenant and the rent shall, in such event, be paid to or adjusted as of the date of such damage, and the terms of this Lease shall expire by lapse of time and conditional limitation upon the third day after such notice is mailed, and Tenant shall thereupon vacate the Leased Premises and surrender the same to Landlord, but no such termination shall release Tenant from any liability to Landlord arising from such damage or from any breach of the obligations imposed on Tenant hereunder, or from any obligations accrued hereunder prior to such termination.

18.   Eminent Domain . If the whole or any material part of the Leased Premises shall be acquired or condemned by Eminent Domain for any public or quasi-public use or purpose, then and in that event the term of this Lease shall cease and terminate from the date of title vesting in such proceedings. In the event all or any portion of the Real Property shall be acquired or condemned by Eminent Domain, Tenant shall have no claim against Landlord or against the total award for the value of any unexpired portion of the Lease Term or otherwise. However, Tenant shall be entitled to any award which may be made to it, provided that such award does not diminish or reduce the amount of the award which would otherwise be payable to the Landlord, successor to Landlord, or the holder of any mortgage or other security interest on all or any part of the Real Property. If the Lease shall cease and terminate the rent shall be adjusted as of the date of any such termination of this Lease.

19.   Assignment . Tenant covenants and agrees that the Leased Premises shall be used and occupied by Tenant only, for the purpose above mentioned, in a careful, safe and proper manner. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet, or use or permit the Leased Premises or any part thereof to be used by others. Any attempted assignment or sublease shall be of no legal force and effect and a