Exhibit 10.44


 


SECOND AMENDMENT TO OFFICE LEASE


 


THIS SECOND AMENDMENT TO OFFICE LEASE (this “Second
Amendment”)  is made as of Sept. 16th2008, by and between Park Place Trust, a Maryland business trust (“Landlord”)  and PharmAthene, Inc., a Delaware corporation (“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant entered into that
certain Office Lease dated September 14, 2006 (the “Original
Lease”).


 


WHEREAS,
Landlord and Tenant entered into that certain First Amendment to Office Lease
dated January 22, 2007 (the “First
Amendment”  and, together with the Original Lease, the “Lease”).


 


WHEREAS,
pursuant to the Lease, Landlord has leased to Tenant and Tenant has leased from
Landlord certain space (the “Premises”), consisting of approximately twelve thousand five hundred twenty-seven (12,527)
rentable square feet of office space located on the fourth (4th) floor of the
building known as Park Place Office Building One and located at West Street and
Taylor Avenue, Annapolis, Maryland (the “Building”), as more particularly described in the Lease.


 


WHEREAS,
Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from
Landlord, approximately 9,329 square feet of additional rentable area on the
fifth (5th) floor of the Building (the “Fifth
Floor Expansion Space”)  as shown on Exhibit A-2 attached hereto.


 


WHEREAS, Landlord and Tenant desire to amend the
Lease upon the terms and conditions set forth in this Second Amendment.


 


WHEREAS, except as otherwise defined herein, all
terms used in this Second Amendment that are defined in the Lease shall have
the same meaning as set forth in the Lease.


 


NOW,
THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in hand
paid, the mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.   Landlord hereby leases the Fifth Floor Expansion Space to Tenant, and
Tenant hereby leases the Fifth Floor Expansion Space from Landlord. With the
addition of the Fifth Floor Expansion Space, the Demised Premises (as so
expanded, the “Demised Premises Expanded”)  shall contain approximately 21,856 rentable square feet.


 


The Monthly Rent for the Fifth Floor Expansion Space
(“Fifth Floor Expansion Space Monthly Rent”)  from and after the Fifth Floor Expansion Space Commencement Date (as
defined below) shall be as follows:


 

















 


	
  Period

  	
   

  	
  Fifth Floor Expansion 

  Space 

  Monthly Rent

  	
   

  	
  Rate Per

   Square Foot

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth Floor Expansion Space Commencement

  	
   

  	
   

  	
   

  	
  $

  	
  31.93

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date through end of the Second Lease Year (ending
  May 31, 2009)

  	
   

  	
  $

  	
  24,822.91

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Third Lease Year

  	
   

  	
  $

  	
  25,569.23

  	
   

  	
  $

  	
  32.89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fourth Lease Year

  	
   

  	
  $

  	
  26,338.88

  	
   

  	
  $

  	
  33.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fifth Lease Year

  	
   

  	
  $

  	
  27,131.84

  	
   

  	
  $

  	
  34.90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth Lease Year

  	
   

  	
  $

  	
  27,948.13

  	
   

  	
  $

  	
  35.95

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seventh Lease Year

  	
   

  	
  $

  	
  28,787.74

  	
   

  	
  $

  	
  37.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eighth Lease Year

  	
   

  	
  $

  	
  29,650.67

  	
   

  	
  $

  	
  38.14

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ninth Lease Year

  	
   

  	
  $

  	
  30,536.93

  	
   

  	
  $

  	
  39.28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenth Lease Year (ending May 31, 2017)

  	
   

  	
  $

  	
  31,454.28

  	
   

  	
  $

  	
  40.46

  	
   

  



 


With the addition of the Fifth Floor
Expansion Space, Tenant’s Share of Operating Expenses shall be increased from
7.81% to 13.86%, Tenant’s Share of Operating Costs shall be increased from
8.24% to 16.33% and Tenant’s Share of Real Estate Taxes shall be increased from
7.81% to 13.86%, with such increased amounts pro rated to reflect partial year
tenancy with respect to the Fifth Floor Expansion Space from the Fifth Floor
Expansion Space Commencement Date through the end of that calendar year.


 


2.             Letter of Credit


 


Landlord and Tenant acknowledge that Tenant
has provided a Security Deposit Letter of Credit (the “Letter of Credit”)  in the amount of $183,588.00
pursuant to the First Amendment and Section 6(B) of the Lease and
that Tenant had the right to reduce the Letter of Credit by $61,196.00 on the
last day of the first Lease Year, which right was not exercised by Tenant.
Landlord and Tenant agree that given Tenant’s right to terminate this Second
Amendment pursuant to the Fifth Floor Expansion Space Termination Option as
provided in Section 4 hereof, and in consideration of Landlord’s
willingness to not require an increase in the Letter of Credit immediately upon
execution of this Second Amendment, Tenant hereby waives it right to reduce the
Letter of Credit until after the exercise or expiration of the Fifth Floor
Expansion Space Termination Option.


 


If Tenant properly exercises the Fifth Floor
Expansion Space Termination Option pursuant to Section 4 hereof and this
Second Amendment is terminated pursuant thereto, Tenant shall be entitled to
take an immediate reduction in the Letter of Credit of 


 


2

















 


$61,196.00 and further reductions on the last day of
the second, third and fourth Lease Year as outlined in the First Amendment.


 


If Tenant does not terminate this Second Amendment
pursuant to the Fifth Floor Expansion Space Termination Option, on the Fifth
Floor Expansion Space Commencement Date, the Letter of Credit shall be
increased pro rata from One Hundred Eighty-Three Thousand Five Hundred
Eighty-Eight Dollars ($183,588.00) to Three Hundred Twenty Thousand Three
Hundred Six Dollars ($320,306.00) and Tenant shall simultaneously be permitted
to take a reduction of One Hundred Six Thousand Seven Hundred Sixty-Eight
Dollars ($106,768.00), which pro rata increase and reduction shall be evidenced
by an amendment to the Letter of Credit to be delivered by Tenant to Landlord
on such date, such that on the Fifth Floor Expansion Space Commencement Date
the Letter of Credit shall be in the amount of Two Hundred Thirteen Thousand
Five Hundred Thirty-Eight Dollars ($213,538). The Letter of Credit Reduction
chart contained in Section 6(C) of the Lease shall be deemed deleted
and replaced with the following:


 


	
   

  	
   

  	
  Security Deposit

  	
   

  	
  Security Deposit Remaining

  	
   

  
	
  Reduction Date

  	
   

  	
  Reduction Amount

  	
   

  	
  After Reduction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last day of the second Lease Year

  	
   

  	
  $

  	
  53,384.33

  	
   

  	
  $

  	
  160,152.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last day of the third Lease Year

  	
   

  	
  $

  	
  53,384.33

  	
   

  	
  $

  	
  106,768.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Last day of the fourth Lease Year

  	
   

  	
  $

  	
  53,384.33

  	
   

  	
  $

  	
  53,384.33

  	
   

  



 


3.     Term


 


(A) The term of the
Lease with respect to the Fifth Floor Expansion Space shall commence on the
Fifth Floor Expansion Space Commencement Date and shall expire on and be
coterminous with the Expiration Date of the Lease, May 31, 2017. The term
of the Lease with respect to the Fifth Floor Expansion Space shall also include
any properly exercised renewal or extension of the Lease.


 


(B) The “Fifth
Floor Expansion Space Commencement Date”  shall be the earlier of (i) the date on which
Tenant commences business operations in the Fifth Floor Expansion Space or (ii) the
date on which the Fifth Floor Expansion Space Leasehold Work (as defined in Exhibit B-1
attached hereto) is substantially complete (as determined in accordance with
Paragraph 10 of Exhibit B-1 attached hereto). Notwithstanding the
foregoing, Tenant shall not have any right to commence business operations in
the Fifth Floor Expansion Space unless the same are vacant and delivered to Tenant
by Landlord and during any period Tenant is in breach of any of its obligations
under the Lease. Promptly after the Fifth Floor Expansion Space Commencement
Date is ascertained, Landlord shall provide and Tenant shall execute a
certificate confirming the Fifth Floor Expansion Space Commencement Date in the
form of Exhibit D-2 attached hereto.


 


3

















 


(C) It is
presently anticipated that the Fifth Floor Expansion Space will be delivered to
Tenant with the Fifth Floor Expansion Space Leasehold Work substantially
complete, except as hereinafter provided, on or about February 15, 2009;
provided, however, that if Landlord does not deliver possession of the Fifth
Floor Expansion Space by such date, Landlord shall not have any liability
whatsoever, and except as set forth in the sentence next following, this Second
Amendment shall not be rendered void or voidable, as a result thereof. The
foregoing notwithstanding, in the event the Fifth Floor Expansion Space Commencement
Date has not occurred by June 15, 2009 (as such date may be extended by
force majeure and Tenant Delay, as defined in Exhibit B), then Tenant shall have the right
to terminate this Second Amendment without penalty upon notice to Landlord
given prior to the Fifth Floor Expansion Space Commencement Date. If so
terminated, the Lease shall thereafter continue in full force and effect
without reference to this Second Amendment.


 


Except as herein set forth the Fifth Floor
Expansion Space shall be deemed part of the Demised Premises Expanded and the
Lease shall apply to the Fifth Floor Expansion Space in the same manner it
applies to the space originally demised.


 


4.     Prior to the Fifth Floor
Expansion Space Commencement Date, Tenant shall have the option to terminate
this Second Amendment (the “Fifth Floor Expansion Space
Termination Option”)  by
providing Landlord with written notice and payment, along with such notice, of
the applicable Fifth Floor Expansion Space Termination Fee as follows:


 


	
   

  	
   

  	
  Fifth Floor Expansion

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Space Termination Fee

  	
   

  	
  Total Fifth Floor Expansion

  	
   

  
	
  Notice of Termination

  	
   

  	
  Per Square Foot

  	
   

  	
  Space Termination Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prior to December 1, 2008

  	
   

  	
  $

  	
  15.00

  	
   

  	
  $

  	
  139,935.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Between December 1, 2008 and
  December 31, 2008

  	
   

  	
  $

  	
  40.00

  	
   

  	
  $

  	
  373,160.00

  	
   

  



 


This Fifth Floor Expansion Space Termination
Option shall, if not thereto exercised, expire upon the earlier of (A) the
date Tenant takes possession of the Fifth Floor Expansion Space or (B) 5:00pm
EST on December 31, 2008. In the event this Second Amendment is so
terminated, the Lease shall continue in full force and effect in accordance
with its terms and without reference to this Second Amendment.


 


5.     Any and all references in the
Lease to “200 Park Place” are hereby deleted and replaced with “One Park Place.”


 


6.     Landlord’s address in Section 1
of the Lease, and Landlord’s notice address in Paragraph 41 of the Lease, are
hereby deleted and replaced with the following: “c/o Jerome J. Parks Companies,
One Park Place, Suite 400, Annapolis, Maryland 21401, Attn: Jerome J.
Parks.”


 


4

















 


7.     By virtue of the leasing of the Fifth Floor Expansion Space, Tenant
shall be entitled to an allocation of two (2) additional contracts for
reserved spaces, such contracts to be made available pursuant to Section 8
of the Lease.


 


8.     This Second Amendment shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.


 


9.     This Second Amendment may be executed in multiple counterparts, each of
which shall be an original, but all of which shall constitute one and the same
Second Amendment. Faxed signatures shall have the same binding effect as
original signature, and a faxed Second Amendment containing the signatures (original
or faxed) of the parties shall be binding.


 


10.   In all other respects the Lease shall continue in full force and effect
in accordance with its terms.


 


[Signatures contained on the
following page]


 


5

















 


IN WITNESS WHEREOF, Landlord
and Tenant have caused this Second Amendment to be executed under seal as of
the date first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  PARK PLACE TRUST,

  
	
   

  	
  a Maryland business trust

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  JBJ/Carlyle Park Place LP, a

  
	
   

  	
   

  	
  Delaware limited partnership,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  JBJ Management Company,

  
	
   

  	
   

  	
   

  	
  Inc., a Maryland limited

  
	
   

  	
   

  	
   

  	
  liability company, Managing

  
	
   

  	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Parks

  	
  [SEAL]

  
	
   

  	
  Name:

  	
  J. Parks

  	
   

  
	
   

  	
  Date:

  	
  9/16/08

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  PHARMATHENE, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher C. Camut

  	
  [SEAL]

  
	
   

  	
  Name:

  	
  Christopher C. Camut

  	
   

  
	
   

  	
  Title:

  	
  VP, Chief Financial Officer

  	
   

  
									



 

















 


EXHIBIT A-2 




FIFTH FLOOR EXPANSION SPACE




(Attached)


 

















 





 
















 


EXHIBIT B-1


 


WORK AGREEMENT


 


This Exhibit B-1  is attached to and made a part of that certain
Second Amendment to Office Lease dated as of             ,
2008 (the “Second Amendment”), between Park Place
Trust (“Landlord”)  and
PharmAthene, Inc. (“Tenant”).
Capitalized terms used herein which are not defined in this
Work Agreement shall be deemed to have the meanings given such terms in the
Lease.


 


1.                                  Authorized Representatives.


 


(a)                                  Tenant designates Chris Camut (“Tenant’s
Authorized Representative”)  as the person authorized to approve in writing all plans, drawings,
specifications, change orders, charges and approvals pursuant to this Exhibit (and
the act of either of the aforenamed persons shall be sufficient to bind
Tenant). Tenant may designate a substitute Tenant’s Authorized Representative
by written notice to Landlord. Landlord shall not be obligated to respond to
any instructions, approvals, changes, or other communications from anyone
claiming to act on Tenant’s behalf other than Tenant’s Authorized Representative.
All references in this Exhibit to actions taken, approvals granted, or
submissions made by Tenant shall mean that such actions, approvals or
submissions have been taken, granted or made, in writing, by Tenant’s
Authorized Representative acting for Tenant.


 


(b)                                 Landlord designates Robert Sudol (“Landlord’s
Authorized Representative”)  as the person authorized to approve in writing all plans, drawings,
specifications, change orders, charges and approvals pursuant to this Exhibit (and
the act of either of the aforenamed persons shall be sufficient to bind
Landlord). Landlord may designate a substitute Landlord’s Authorized
Representative by written notice to Tenant. Tenant shall not be obligated to
respond to any instructions, approvals, changes, or other communications from
anyone claiming to act on Landlord’s behalf other than Landlord’s Authorized
Representative. All references in this Exhibit to actions taken, approvals
granted, or submissions made by Landlord shall mean that such actions, approvals
or submissions have been taken, granted or made, in writing, by Landlord’s
Authorized Representative acting for Landlord.


 


2.                                       Fifth
Floor Expansion Space Leasehold Work. Landlord shall construct the initial leasehold
improvements in the Fifth Floor Expansion Space approved by Landlord in
accordance with this Exhibit (the “Fifth
Floor Expansion Space Leasehold Work”)  in substantial
conformity with the Fifth Floor Expansion Space Leasehold Work Plans.


 


3.                                       Architect
and Engineers. Landlord shall
employ Davis, Carter, Scott Ltd. (the “Fifth
Floor Expansion Space Leasehold Architect”)  to prepare the Fifth Floor Expansion Space Leasehold Plans (as
hereinafter defined). Landlord shall employ Metropolitan Engineering Inc. (the “Fifth Floor Leasehold Engineers”), to
prepare the engineering drawings relating to the Fifth Floor Expansion Space
Leasehold Work.


 


4.                                       Reserved.


 

















 


5.                                       Plans
for Fifth Floor Expansion Space Leasehold Work. Tenant shall provide its space
plan to Landlord for Landlord’s approval prior to the date shown on the
Construction Schedule attached hereto as Schedule B-II (the “Construction Schedule”). Landlord’s
approval thereof shall not be unreasonably withheld. Landlord shall cause the
Fifth Floor Expansion Space Leasehold Architect and the Fifth Floor Expansion
Space Leasehold Engineers to prepare final construction documents for the Fifth
Floor Expansion Space Leasehold Work, consistent with the approved space plan
no later than the date shown on the Construction Schedule. The construction documents
for the Fifth Floor Expansion Space Leasehold Work that have been submitted by
Tenant and approved by Landlord shall be referred to herein as the “Fifth Floor Expansion Space Leasehold Plans.”


 


6.                                       Reserved.


 


7.                                       Cost of Fifth Floor Expansion Space Leasehold
Work.


 


(a)                                  Landlord
shall select the contractor(s) who will be employed to perform the Fifth
Floor Expansion Space Leasehold Work (the “Fifth
Floor Expansion Space Leasehold Contractor”), based upon the
recommendations of Jerome J. Parks Companies, Landlord’s Fifth Floor Expansion
Space Project Manager (the “Fifth Floor
Expansion Space Project Manager”). Landlord shall
cause the contractor to perform the Fifth Floor Expansion Space Leasehold Work
in a professional, workmanlike and first class manner consistent with industry
standards.


 


(b)                                 The
cost of the design and construction of the Fifth Floor Expansion Space Leasehold
Work from shell condition (see Schedule
B-I), including all “soft”
costs and a construction management fee payable to the Fifth Floor Expansion
Space Project Manager in an amount equal to four percent (4%) of the
construction bid (collectively, the “Fifth
Floor Expansion Space Leasehold Cost”), up to the amount
of the Fifth Floor Expansion Space Improvements Allowance described in Paragraph
8 below shall be borne by Landlord. Any portion of the Fifth Floor Expansion Space Leasehold Cost that is in excess of
the Fifth Floor Expansion Space Improvements Allowance shall be borne by Tenant
and is referred to herein as “Fifth Floor
Expansion Space Tenant’s Expenses.” In the event the Fifth Floor
Expansion Space Leasehold Cost is expected to (based upon the bid) exceed the
amount of the Fifth Floor Expansion Space Improvement Allowance, Landlord shall
bill to Tenant the projected excess amount in three (3) equal
installments, and one-third of the Fifth Floor Expansion Space Improvement
Allowance (less any amounts paid to Tenant in connection with the Fifth Floor
Expansion Space Leasehold Plans, as more particularly set forth in Paragraph 8(a) below)
shall be applied by Landlord to each installment. The installments shall be due
as follows: the first installment to be made at the beginning of construction
of the Fifth Floor Expansion Space Leasehold Work, the second installment at
approximately the mid-point of its construction, and the third upon substantial
completion of construction of the Fifth Floor Expansion Space Leasehold Work.
Landlord shall notify Tenant in writing as each installment is credited and
notify Tenant of any excess amounts due and owing, and Tenant shall, within
fifteen (15) days after receipt of said notice, pay to Landlord the applicable
portion of Fifth Floor Expansion Space Tenant’s Expenses. All amounts payable
by Tenant pursuant to this Exhibit shall be considered additional rent and
subject to the provisions of the section of the Lease entitled “LATE CHARGES.”
Following the Fifth Floor Expansion Space Commencement Date,


 

















 


Landlord and Tenant shall promptly complete a true
up of the Fifth Floor Expansion Space Tenant’s Expenses and thereafter Landlord
shall pay to Tenant, or Tenant shall pay to Landlord, any amount thereby owing.


 


8.                                       Fifth Floor Expansion Space Improvements
Allowance.


 


(a)                                  Landlord hereby agrees to grant Tenant an allowance (the “Fifth Floor Expansion Space Improvements Allowance”) in
an amount equal to the product of (a) Twenty-Five Dollars ($25.00),
multiplied by (b) the number of rentable square feet in the Fifth Floor
Expansion Space, to be applied toward the Fifth Floor Expansion Space Leasehold
Cost. Tenant may begin drawing funds from the Fifth Floor Expansion Space
Improvements Allowance following execution and delivery of the Second Amendment
to pay architectural, engineering, construction management and project
management costs theretofore or thereafter incurred by Tenant with respect to
the Fifth Floor Expansion Space Leasehold Plans. Tenant shall furnish a written
requisition for any portion of the Fifth Floor Expansion Space Improvements
Allowance that is to be applied toward such expenses, which requisition shall
be accompanied by appropriate invoices from the Fifth Floor Expansion Space
Leasehold Architect, the Fifth Floor Expansion Space Leasehold Engineers, the
Fifth Floor Expansion Space Project Manager, as applicable, along with any release
of liens reasonably required by Landlord. Provided such requisition and
invoices are received by Landlord no later than the twenty-fifth (25th) day of
a calendar month, Landlord shall pay the amount of such requisition (up to the
amount of the Fifth Floor Expansion Space Improvements Allowance) by the
twentieth (20th) day of the immediately-succeeding calendar month.


 


(b)                                 Any portion of the Fifth Floor Expansion Space Improvements Allowance, up
to Two and 50/100 Dollars ($2.50) per square foot, that is not applied against
the Fifth Floor Expansion Space Leasehold Cost may be applied by Tenant toward
the cost of voice and data cabling to be installed in the Fifth Floor Expansion
Space. Tenant shall furnish a written requisition for any portion of the Fifth
Floor Expansion Space Improvements Allowance that is to be applied toward such
expenses, which requisition shall be accompanied by appropriate invoices and
release of liens from Tenant’s suppliers or consultants. Provided such
requisition and invoices are received by Landlord no later than the
twenty-fifth (25th) day of a calendar month, Landlord shall pay the amount of
such requisition (up to the amount of the Fifth Floor Expansion Space
Improvements Allowance) by the twentieth (20th) day of the immediately-succeeding
calendar month.


 


(c)                                  Any portion of the Fifth Floor Expansion Space Improvements Allowance that remains unapplied after application as
set forth in Paragraphs 8(a) and (b) above shall be waived and
forfeited.


 


9.                                       Tenant’s Change Orders. If, after preparation and review of the
Fifth Floor Expansion Space Leasehold Plans, Tenant requests any change or
addition to the work and materials to be provided pursuant to the Fifth Floor
Expansion Space Leasehold Plans, then such change order shall require Landlord’s
approval only if it has an impact on the base building construction, exterior
appearance, base-building systems, or structural integrity of the Building, in
which event Landlord’s decision shall be controlling, provided that Landlord
shall in good faith endeavor to resolve such dispute in a manner reasonably
satisfactory to Tenant. Tenant


 

















 


shall be responsible for any
delay in completion of the Fifth Floor Expansion Space Leasehold Work resulting
from any change order requested by Tenant. In the event a change order
requested by Tenant with respect to the Fifth Floor Expansion Space Leasehold
Plans causes the Fifth Floor Expansion Space Leasehold Cost to exceed the
amount of the Fifth Floor Expansion Space Improvements Allowance, then all additional
expenses attributable to any such change
or addition requested by Tenant and approved by Landlord, shall be payable by Tenant, within ten (10) days
after the Fifth Floor Expansion Space Project Manager’s submission to Tenant of
a statement of the additional expenses actually incurred and attributable to
such change order, as additional rent. Landlord may cause Tenant to make
reasonable substitutions (i.e., by substituting materials of comparable
quality, cost and performance specifications) for materials specified in the Fifth Floor Expansion Space
Leasehold Plans if any materials specified in the Fifth Floor Expansion Space
Leasehold Plans cannot reasonably be obtained at the job site in time to be
incorporated into the Fifth Floor Expansion Space Leasehold Work in the normal
progression and diligent prosecution of the Fifth Floor Expansion Space
Leasehold Work. Landlord and Tenant shall endeavor in good faith to identify
all Long Lead Items prior to construction. No material substitutions shall be
made without Tenant’s prior approval; however, if Tenant withholds its
approval, any delay in obtaining and incorporating the originally specified
materials (and any consequent delay in completing other work that appropriately
must follow incorporation of such delayed materials into the Fifth Floor
Expansion Space Leasehold Work) shall be deemed a Tenant Delay.


 


10.                                 Substantial
Completion.


 


(a)                                  Except as
provided in Paragraph 10(b) below, the Fifth Floor Expansion Space
Leasehold Work shall be deemed to be substantially complete when the Fifth
Floor Expansion Space Leasehold Work (except for punch list items and Long Lead
Items (as hereinafter defined)) has been completed in substantial conformity
with the Fifth Floor Expansion Space Leasehold Plans as evidenced by the Fifth
Floor Expansion Space Leasehold Architect’s issuance of a certificate of
substantial completion (the issuance thereof not to be unreasonably withheld)
and issuance by the appropriate governmental authority(ies) of a certificate of
occupancy for the Fifth Floor Expansion Space (or Landlord’s certification that
all governmental inspections necessary for the issuance thereof have been
successfully completed, and that an application therefor has been submitted).


 


(b)                                 Notwithstanding
the foregoing, if Landlord shall be delayed in completing the
Fifth Floor Expansion Space Leasehold Work as a result of: (i) Tenant’s
failure to comply with any deadline specified in this Exhibit or the
Construction Schedule attached hereto as Schedule II, (ii) Tenant’s
request for changes to the Fifth Floor Expansion Space Leasehold Plans
subsequent to the date that such plans or construction documents were prepared
and reviewed where such changes result in an actual delay as reasonably
determined by Landlord and agreed to by the Fifth Floor Expansion Space Project
Manager, (iii) Tenant’s failure to pay when due any portion of the Fifth
Floor Expansion Space Tenant’s Expenses or any other sums payable by Tenant
pursuant to this Exhibit, (iv) Tenant’s request for materials, finishes or
installations as part of the Fifth Floor Expansion Space Leasehold Work which
constitute Long Lead Items, (v) any delay in obtaining a building permit
with respect to the Fifth Floor Expansion Space Leasehold Work caused by the
act or omission of Tenant, or (vi) the performance (or failure thereof) of
any work by any person or firm employed or retained by


 

















 


Tenant, then for purposes of determining the
Fifth Floor Expansion Space Commencement Date, the work and materials to be
provided by Landlord pursuant to this Exhibit shall be deemed to have been
substantially completed on the date that they would have been substantially
completed if such delay or delays (each of which is referred to herein as a “Tenant Delay”) had not occurred. Landlord agrees to use good
faith reasonable efforts to counter the effect of any Tenant Delay, including
but not limited to employing overtime labor, provided that Landlord shall
notify Tenant in writing prior to incurring additional expenses of the estimated
amount of such expenses and the amount, if any, by which Landlord anticipates
such additional expenses to exceed the Fifth Floor Expansion Space Improvements
Allowance; however, Landlord shall not be obligated to expend any additional
amounts in such efforts (e.g., by employing overtime labor) unless Tenant
agrees in advance to bear any incremental cost associated with such efforts
(whether or not such efforts are ultimately successful).


 


(c)                                  The term “Long Lead
Item” shall mean any item or material element of the Fifth Floor
Expansion Space Leasehold Work identified during the design or award process
that, due to circumstances beyond the reasonable control of Landlord
(including, without limitation, long lead times necessary for fabrication or
delivery) will not be at the Fifth Floor Expansion Space in time to be
completed and installed prior to the anticipated occupancy date (i.e., January 1,
2009).


 


1 1.                              Punchlist and
Possession. Prior to the Fifth Floor Expansion Space Commencement Date, Landlord
shall schedule a mutually agreeable time with Tenant to walk through the Fifth
Floor Expansion Space and prepare a punchlist setting forth any defects or
incomplete work. Tenant’s taking of possession of the Fifth Floor Expansion
Space shall constitute Tenant’s acknowledgement that the Fifth Floor Expansion
Space is in good condition and that all work and materials are satisfactory,
except as to any items set forth in such punchlist and except as to latent
defects discovered by Tenant within three hundred thirty (330) days following
the Fifth Floor Expansion Space Commencement Date. Landlord will endeavor in
good faith and use commercially reasonable efforts to correct and complete those
defects and incomplete items described in such punchlist within sixty (60) days
after the Fifth Floor Expansion Space Commencement Date, and will promptly
correct any latent defects timely brought to Landlord’s attention by Tenant.


 


12.                                 As-Built
Drawings. Upon completion of the Fifth Floor Expansion Space Leasehold Work, Tenant shall cause the Fifth
Floor Expansion Space Leasehold Contractor to furnish a set of “as-built”
drawings to the Fifth Floor Expansion Space Leasehold Architect, who shall
prepare the record set of “as-built” legends, schedules and plans in
Mylar-reproducible form and in CADD form, all of which shall be at Tenant’s
cost and expense subject to application of the Fifth Floor Expansion Space
Improvements Allowance. Such “as built” drawings and CADD files shall be
delivered to Landlord within sixty (60) days following the Fifth Floor
Expansion Space Commencement Date.


 

















 


EXHIBIT “B-1”


SCHEDULE B-I


 


PARK PLACE

OFFICE BUILDING ONE


 


BUILDING
SHELL DEFINITION (2nd -5th Floors)


 


	
  Structure:

  	
   

  	
  Composite metal deck with 3.5” Concrete, on
  steel frame, 100-lbs/sq. ft. with 80-lbs/ sq. ft. live load and
  20-lbs/sq. ft. dead load capacity.

  
	
   

  	
   

  	
   

  
	
  Exterior:

  	
   

  	
  Architectural finish precast concrete, face
  brick, exterior insulation finish system and low-e glass in fixed aluminum
  frame systems.

  
	
   

  	
   

  	
   

  
	
  Lobby:

  	
   

  	
  Main lobby with entrance from West Street.
  Lobby features polished stone flooring, wood paneling with all glass
  doors. Main Elevator Lobby with stone at walls and stainless steel elevator
  doors and frames.

  
	
   

  	
   

  	
   

  
	
  Column Spacing:

  	
   

  	
  Approximately thirty feet by forty five
  feet (30’ by 45’) column spacing.

  
	
   

  	
   

  	
   

  
	
  Roof:

  	
   

  	
  Modified Bituminous Roofing System with
  insulation board.

  
	
   

  	
   

  	
   

  
	
  Slab to Slab
  Height:

  	
   

  	
  Twelve feet four inches (12’-4”)

  
	
   

  	
   

  	
   

  
	
  Finish Ceiling
  Height:

  	
   

  	
  Nine feet (9’-0”)

  
	
   

  	
   

  	
   

  
	
  Perimeter Walls:

  	
   

  	
  Exterior perimeter walls or premises shall
  be sheetrocked, taped, spackled and ready to receive standard paint
  finishes under tenant improvements.

  
	
   

  	
   

  	
   

  
	
  HVAC System:

  	
   

  	
  An air-conditioned shell
  with sheet metal trunk ductwork in place, supplied from the floor air
  handling system as described below or its functional equivalent. The system
  will be designed in accordance with the following temperature design
  criteria:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building HVAC design criteria shall be:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Indoor Conditions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Summer
  – 75 degrees F. db, +/- 2 degrees and 50% RH, +/- 5%

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Winter
  - 70 degrees F. db, +/- 2 degrees and 30% RH, +/- 5%

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The above indoor conditions will be maintained
  based on following: 

  
	
   

  	
   

  	
  Outdoor Conditions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Summer
  – 95 degrees F. db / 78 degrees F. wb.

  



 


1

















 


	
   

  	
   

  	
  Winter
  – 10 degrees F. db.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Light colored blinds, fully extended with
  slats at a 45 degree angle, or draperies fully closed, coincident with peak
  sun load.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Space electrical load of 8 watts per sf,
  consisting of 2.5 watts/sf for lighting and 5.5 watts/sf for office
  equipment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  People density based on one person per 150 sf.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outside air for ventilation will be
  provided at the rate of 20 cfm per person, based on the people density noted
  above, consistent with the current ASHRAE Guidelines for acceptable indoor
  air quality and current Codes.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Winter humidification will be provided
  utilizing package electric steam humidifiers.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each floor will be served by two
  self-contained VAV air-conditioning units with waterside economizer coil for
  free cooling. Conditioned air will be delivered through medium pressure
  ductwork to VAV terminal units for zone control.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fan powered type VAV terminal unit will be
  provided for every 500 sf (approximate) of perimeter zone and a shut-off type
  VAV terminal unit will be provided for every 1000 sf (approximate) of
  interior zone.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All medium pressure ductwork up to the VAV
  terminal units and all the VAV terminal units will be provided under base
  building work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All low pressure ductworks, diffusers and
  flexible ductwork will be provided under tenant improvement work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outside air riser for tenant’s conference
  rooms and other high occupancy space will be provided with the maximum
  capacity of 800 CFM per floor.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Condenser water risers serving each floor
  will be provided under Base Building Work and will be available to the
  tenants for the twenty four (24) hour operation of tenant supplied air
  conditioning units.

  
	
   

  	
   

  	
   

  
	
  Electrical
  System:

  	
   

  	
  A
  single electrical
  service entrance, with vault mounted transformers outside of building, will
  supply three phase, four-wire, and 480/277 Volt service. Transient Voltage
  Surge Suppression (TVSS) will be provided at the electrical service entrance.
  Typical building electrical distribution system will include 480V plug-in bus
  risers with step down dry type, K- rated transformers for 120/208V for Tenant
  power distribution at each

  



 

















 


	
   

  	
   

  	
  floor. 5.5 watts per
  square foot is available for Tenant receptacle and equipment use and 2.5
  watts per square foot is provided for Tenant lighting. Power
  systems/capacities are up-gradable for Tenant flexibility.

  
	
   

  	
   

  	
   

  
	
  Life Safety:

  	
   

  	
  Fire standpipe and base
  building fire alarm system will be installed per building code. The
  building’s main sprinkler risers and loop system will be sized to support a
  sprinkler head density of 130 sq. ft. per head. Upturned sprinkler heads will
  be provided with the base building at a spacing of one head per 225 sq. ft.
  The addition and relocation of sprinkler heads and branch lines will be at
  Tenant’s cost.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All necessary life-safety
  systems required by current codes in the Common Areas shall be installed,
  which shall include, but not be limited to, Building standard voice
  communication speakers, fire pull stations, fire alarm strobe lights, smoke
  detectors, exit lights, fire extinguishers and cabinets. Life-safety devices
  within Tenant’s Premises will be at Tenant’s cost.

  
	
   

  	
   

  	
   

  
	
  Plumbing:

  	
   

  	
  Four inch (4”) capped sanitary connections
  and two inch (2”) capped vent connections are available at lavatory and
  water cooler waste stacks (four locations).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One inch (1”) capped cold
  water connections are available at water closet and water cooler supply
  risers (four locations).

  
	
   

  	
   

  	
   

  
	
  Window
  Coverings:

  	
   

  	
  One-inch slat venetian
  blinds will be installed under the base building at office spaces.

  
	
   

  	
   

  	
   

  
	
  Energy Management:

  	
   

  	
  Automated, direct digital, base building
  energy management system.

  
	
   

  	
   

  	
   

  
	
  Elevators:

  	
   

  	
  2 traction passenger high speed elevators,
  with 3,500 lb. capacity and 1 traction passenger/freight high speed
  elevator, with 4,000 lb. capacity.

  
	
   

  	
   

  	
   

  
	
  Rest
  Rooms:

  	
   

  	
  Women and Men’s restrooms
  will be fully finished on each floor with base building. Restroom finishes
  will include granite/stone countertops, ceramic tile floors and base, and
  6’0” ceramic tile wainscot on wet walls. Remaining walls will receive wall
  covering. Ceilings will be painted drywall.

  
	
   

  	
   

  	
   

  
	
  Access System:

  	
   

  	
  Kastle, or compatible perimeter and
  elevator key card entry system.

  
	
   

  	
   

  	
   

  
	
  Telephone/Data
  Risers: 

  	
   

  	
  Sleeves for future
  vertical risers are provided on each floor of the building.

  



 

















 


EXHIBIT “B-1”

SCHEDULE B-II


 


TENANT WORK CONSTRUCTION SCHEDULE


 


EXHIBIT “B”


 


SCHEDULE B-I1


 


TENANT WORK CONSTRUCTION SCHEDULE

PHARMATHENE – 9,329
rsf on 5th Floor


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Responsibility

  
	
   

  	
   

  	
  Target Date

  	
   

  	
  Duration (cd’s)

  	
   

  	
  Tenant

  	
   

  	
  Landlord

  
	
  Lease Execution

  	
   

  	
  15-Sep-08

  	
   

  	
  0

  	
   

  	
  X

  	
   

  	
  X

  
	
  Prepare and Submit Space
  Plan

  	
   

  	
  29-Sep-08

  	
   

  	
  14

  	
   

  	
  X

  	
   

  	
   

  
	
  Tenant Approval of Space
  Plan

  	
   

  	
  1-Oct-08

  	
   

  	
  2

  	
   

  	
  X

  	
   

  	
   

  
	
  Prepare and Submit
  Construction Documents

  	
   

  	
  29-Oct-08

  	
   

  	
  28

  	
   

  	
   

  	
   

  	
  X

  
	
  Tenant Approval of
  Construction Documents

  	
   

  	
  3-Nov-08

  	
   

  	
  5

  	
   

  	
  X

  	
   

  	
   

  
	
  Building Permit Process

  	
   

  	
  15-Dec-08

  	
   

  	
  42

  	
   

  	
  X

  	
   

  	
   

  
	
  Bidding/Pricing of
  Construction Documents

  	
   

  	
  1-Dec-08

  	
   

  	
  28

  	
   

  	
   

  	
   

  	
  X

  
	
  Tenant Approval of
  Build-out Cost

  	
   

  	
  4-Dec-08

  	
   

  	
  3

  	
   

  	
  X

  	
   

  	
   

  
	
  Start Construction of
  Tenant Sapce

  	
   

  	
  14-Dec-08

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
  X

  
	
  Space Ready for Occupancy

  	
   

  	
  15-Feb-09

  	
   

  	
  63

  	
   

  	
  X

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
  153

  	
   

  	
  cal.
  Days

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  22

  	
   

  	
  weeks

  	
   

  	
   

  



 

















 


EXHIBIT “D-2”


 


DECLARATION AS TO DATE OF DELIVERY

AND ACCEPTANCE OF POSSESSION OF

THE FIFTH FLOOR EXPANSION SPACE


 


Attached to and made a part
of the Second Amendment to Office Lease (the “Second Amendment”), dated the                day
of                       ,
2008, entered into by and between Park Place Trust, as Landlord and PharmAthene, Inc.,
as Tenant.


 


Landlord and Tenant do hereby declare and evidence that possession of
the Fifth Floor Expansion Space was accepted by Tenant on the        
day of                             ,
20   . The Second Amendment is now in full force and
effect. For the purpose of this Second Amendment, the Fifth Floor Expansion
Space Commencement Date is established as the        
day of                          ,
20      As of
the date of delivery and acceptance of possession of the Fifth Floor Expansion
Space as herein set forth, there is no right of set off against rents claimed
by Tenant against Landlord.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  PARK PLACE TRUST, a Maryland Business Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JBJ/Carlyle Park Place LP, a Delaware
  limited partnership,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  JBJ Management Company, Inc., a
  Maryland limited

  
	
   

  	
   

  	
  liability company, its Managing General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  PHARMATHENE, INC., a
  Delaware corporation 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


1