ex_10-2.htm


    SUBLEASE

     

    This
Sublease (this “Sublease”), dated July 30, 2009, is made between Regency
Centers, L.P., a Delaware limited partnership (“Sublessor”), and Convera
Technologies, Inc., a Delaware corporation (“Sublessee”).

     

    RECITALS

     

    A.           Sublessor
is the tenant under that certain OFFICE LEASE dated April , 2007 (the “Lease”, a
true and accurate copy of which is attached hereto as Exhibit A), wherein
TYSONS INTERNATIONAL PLAZA I & II, L.P., a Delaware limited partnership
(“Landlord”), leased to Sublessor, certain premises described therein (the
“Leased Premises”), consisting of the entirety tenth (10th)
floor of the building located at 1919 Gallows Road, Vienna,
Virginia  22182 (the “Building”), comprising approximately 15,577
rentable square feet.

     

    B.           Sublessee
desires to sublease from Sublessor a portion of the Leased Premises in
accordance with the terms and conditions of this Sublease.

     

    NOW,
THEREFORE, in consideration of the mutual promises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged and intending to be legally bound, the parties agree as
follows:

     

    1. Premises.

     

    Sublessor
hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor, on
the terms and conditions set forth in this Sublease, that portion of the Leased
Premises comprising a portion of the tenth (10th)
floor of the Building which shall be known as Suite 1050 and totaling 4,803
rentable square feet (the “Premises”), as more particularly shown in Exhibit B attached
hereto.

     

    2. Term.

     

    2.1           The
term (“Term”) of this Sublease shall commence on delivery of the Premises to
Sublessee which is anticipated to occur on or around August 16, 2009 (the
“Commencement Date”) and terminate on January 31, 2013 (the “Expiration Date”),
unless otherwise sooner terminated or extended in accordance with the provisions
of this Sublease; provided, however, that if the Lease shall be terminated for
any reason prior to January 31, 2013 (or if applicable, the end of any renewal
term), then this Sublease shall expire on the termination date of the
Lease.  Should Landlord decline to consent to this Sublease or should
Landlord terminate the Lease as to the Premises in lieu thereof, then this
Sublease shall be deemed terminated, Sublessor shall return to Sublessee all
funds received from Sublessor on account of this Sublease, and neither party
shall have any further rights or obligations hereunder.

     

    2.2           Sublessee
shall have two (2) consecutive options (the “First Option” and “Second Option”)
to renew the Term, subject to Sublessor’s right to void such options as provided
below.  The First Option is to renew the Term through January 31, 2015
and must be exercised by written notice from Sublessee and received by Sublessor
between May 1, 2012 and July 31, 2012, time being of the essence.  The
Second Option is to renew the Term through January 31, 2018 and must be
exercised by written notice from Sublessee and received by Sublessor between May
1, 2014 and July 31, 2014, time being of the essence. Furthermore, the Second
option may only be exercised if (a) Sublessee has exercised the First Option and
Sublessor did not exercise its right to void the First Option; and (b) Sublessor
did not exercise its right to terminate the Lease pursuant to its termination
right detailed in Section 3 of the Lease.  Notwithstanding the
foregoing, Sublessor may, by written notice to Sublessee, elect to void the
exercise of either of Sublessee’s renewal options by delivering notice of such
election to Sublessee within fifteen (15) business days of Sublessor’s receipt
of Sublessee’s renewal notice.  In such event, the current and any
subsequent renewal option shall terminate and become null and void, the Term
shall expire at the end of the then-current Term or renewal term, as applicable,
and Sublessee’s right to occupy the Subleased Premises shall terminate, and
Sublessor shall recapture the Premises, as of the then current expiration of the
Term or renewal term, as applicable.

     

    3. Rent.

     

    3.1 Base
Rent.  Sublessee covenants and agrees to pay Sublessor as base
rent (“Base Rent”) for the Premises, without notice or demand, and without
set-off, deduction or abatement, annual rent at the rate of $153,696 per annum,
payable in equal monthly installments of $12,808.00 in advance, commencing on
September 1, 2009 (the “Rent Commencement Date”), and on the first day of each
and every successive month thereafter during the Term, subject to adjustment as
provided herein.  Commencing on September 1, 2010 and annually
thereafter, Base Rent shall increase by four percent (4%) of the previous year’s
Base Rent in accordance with the rent table set forth on Exhibit
C.  The Base Rent for any renewal term as provided above shall
be equal to then current market sublease rents in Tysons Corner and all other
terms of the Sublease shall continue as provided herein.

     

    3.2 Additional
Rent.  Sublessee shall not be required to pay any amounts on
account of “Operating Expenses and Real Estate Taxes” described in Article 7 of
the Lease.  If required by Landlord, Sublessee shall install a
submeter and pay electrical charges for any equipment used within the Premises
which are atypical office equipment including, but not limited to, supplemental
HVAC units or other equipment within the Premises which may require operation
twenty four (24) hours per day, seven (7) days per week.

     

    3.3 Rent. Base Rent and
all other costs, expenses and charges to be paid by Sublessee hereunder
(collectively, “Rent”) shall constitute “rent” as that term is used in
applicable law, and Sublessor shall have all the rights and remedies in the
event of the nonpayment thereof as it would have in the event of the nonpayment
of any installment of Base Rent.  All Rent payable pursuant to this
Sublease shall be payable to Sublessor on the dates and in the amounts set forth
in this Sublease at the address set forth for notices to Sublessor in Section
26, below, or at such other place as Sublessor may from time to time designate
in writing.

     

    3.4 Advance
Rent.  Upon execution of this Sublease by Sublessee, Sublessee
shall deliver to Sublessor a check in the amount of $12,808.00 on account of the
first full monthly installment of Base Rent due to Sublessor commencing with the
Rent Commencement Date.

     

    


     

    3.5 Security
Deposit.  (a)  As security for Sublessee’s full and
faithful performance of its obligations under this Sublease, Sublessee shall
deposit with Sublessor upon execution of this Sublease a Security Deposit as
security for the full and faithful performance of every portion of this Sublease
to be performed by Sublessee, in the form of cash and in the amount of
$38,424.00.

     

     (b)  If
Sublessee defaults with respect to any provision of this Sublease, which default
is not cured within any applicable cure period afforded to Sublessee by virtue
of this Sublease, Sublessor may draw upon, use, apply or retain all or any
portion of the Security Deposit to remedy such default. If any portion of said
Security Deposit is so used or applied, Sublessee shall, within ten (10)
business days after receipt of written demand therefor, deposit with Sublessor
an amount sufficient to restore the Security Deposit to the required amount, and
Sublessee’s failure to do so shall be a material breach of this Sublease.
Sublessor shall not be required to keep the Security Deposit separate from its
general funds, and Sublessee shall not be entitled to interest on such deposit.
If Sublessee shall fully and faithfully perform provisions detailed in Section
11 of this Sublease and there are no outstanding defaults under the Sublease
that must be cured, the Security Deposit shall be returned to Sublessee within
thirty (30) days of termination of the Term.

     

    4. Use of the
Premises.

     

    The
Premises shall be used and occupied only for the use permitted under Article 4
of the Lease, and for no other use or purpose.  Sublessee’s use of the
Premises shall at all times comply with applicable law.

     

    5. Delivery
of Possession.

     

      The
Premises shall be delivered in its “as is”, “where is” condition, vacant and
broom clean.  Sublessee acknowledges that no representations,
statements or warranties, express or implied, have been made by or on behalf of
Sublessor in respect to their condition, compliance with laws, ordinances,
statutes or regulations, including, but not limited to, the Americans with
Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable
thereto promulgated as of the date hereof (collectively, “ADA”), or the use or
occupation that may be made thereof, and that Sublessor shall not be liable for
any defects in the Premises.  Acceptance of the Premises by Sublessee
shall be construed as recognition that the Premises are in an acceptable state
of repair and in sanitary condition.

     

    6. Assignment and
Subletting.

     

    Sublessee
shall not, directly or indirectly, assign, convey, pledge, hypothecate or
otherwise transfer its interest in this Sublease, or sublet, license or
otherwise grant to any person the right to occupy all or any portion of the
Premises (collectively, “Transfer”) without (i) the prior written consent of
Sublessor, which consent shall not be unreasonably withheld, conditioned or
delayed, and (ii) the prior written consent of Landlord.  If Sublessee
ceases to be a publicly held corporation, then thereafter any sale, assignment
or other direct or indirect transfer of control of Sublessee of more than fifty
percent (50%) of the beneficial ownership interests in Sublessee in a single
transaction or one or more related transactions shall constitute a “Transfer”
hereunder for which Sublessor’s prior written consent shall be
required.  The foregoing sentence shall not be interpreted to apply to
the merger of Sublessee with Firstlight Online Limited or
its successor or subsidiary to form a new company, and Sublessee
hereby warrants that the liquid net worth of the resultant company upon the
merger closing date will be equal to or greater than that of Sublessee as of the
execution of this Sublease. Sublessee shall pay, within ten (10) business
days of receipt of Sublessor’s and/or Landlord’s written demand, any actual fees
or costs payable to Landlord under the Lease, and actual costs reasonably
incurred by Sublessor in connection with the Sublessee’s request for consent to
a Transfer.

     

    7. Utilities and
Services.

     

    Sublessee
shall be entitled to all those services (including repair and maintenance of the
Premises and the Building) and utilities that the Landlord is required to
provide to the Premises pursuant to the Lease, except that Sublessee shall look
solely to the Landlord for the provision of such services and utilities and
Sublessor shall not be responsible for Landlord’s failure to provide the
same.  Sublessor shall cooperate with Sublessee using commercially
reasonable efforts in connection with Sublessee’s efforts to enforce Landlord’s
obligations under the Lease.  To the extent that Landlord charges for
any additional service or utility provided to the Premises which is requested by
Sublessee and is beyond the basic services and utilities that are required to be
supplied by the Lease without charge, including but not limited to additional
cleaning and after hours and/or supplemental HVAC, Sublessee shall pay for such
charges, as additional rent, within ten (10) business days after receipt of
written demand therefore from Sublessor to Sublessee.  Whether or not
such utilities or services are furnished at a separate charge or the charge
therefore is included in the rent reserved in the Lease, Sublessee shall not be
entitled to any adjustment or abatement in Base Rent by reason of the failure of
any such utilities or services unless and to the extent Sublessor receives an
adjustment or abatement as a consequence thereof under the Lease, or if such
failure is due to the negligence of Sublessor.

     

    8. Insurance.

     

    Sublessee
shall comply with all of the insurance requirements and obligations of
Sublessor, as tenant under the Lease, and shall name Landlord and Sublessor as
additional insureds, as their interests may appear, on all policies of insurance
required to be carried by Sublessee hereunder or thereunder.  The
parties mutually agree that, with respect to any property loss which is covered
by insurance then being carried by Sublessor or Sublessee, respectively, the
party carrying such insurance and suffering such loss releases the other of and
from any and all claims with respect to such loss; and the parties further
mutually agree that their respective insurance companies shall have no right of
subrogation against the other on account thereof, even though extra premium may
result therefrom.  If and to the extent such waiver can be obtained
only upon payment of an additional charge, the party benefiting from the waiver
shall pay such charge, upon demand, or shall be deemed to have agreed that the
party obtaining the insurance coverage in question shall be free of any further
obligations under the provisions hereof relating to such waiver.

     

    9. Damage or
Condemnation.

     

    If the
Premises shall be damaged or destroyed in whole or in part as a result of any
fire or other casualty, or if the whole or a part of the Premises shall be
condemned or taken in any manner for any public or quasi-public use, Sublessee
shall have no right to terminate or otherwise cause the Term to expire or be
forfeited except to the extent, and subject to the same conditions and notice
requirements, set forth in the Lease; provided however that Sublessee shall have
such a right to terminate with respect to the Premises provided that Sublessee
exercises any termination right at least ten (10) days prior to the date that
Sublessor must exercise such right under the Lease.  Sublessor shall
have the right to exercise any right of termination under the Lease, and shall
have the right as a result thereof to cancel and terminate this Sublease, and
the exercise of such right by Sublessor shall not constitute a default or breach
hereunder.

     

    10. Alterations.

     

    Before
proceeding with any alteration, addition or improvement to the Premises
(collectively, “Alteration”), Sublessee shall obtain the prior written consent
of Sublessor and Landlord and submit to Sublessor and Landlord’s plans and
specifications for the work to be done for Sublessor’s and Landlord’s prior
written consent. Such plans shall be prepared by a qualified professional if the
Alterations are other than cosmetic or if required by the terms of the Lease.
Sublessor agrees it shall not unreasonably withhold, condition, or delay its
consent to any proposed Alterations.  Sublessee shall reimburse
Sublessor, on written demand, for all actual costs reasonably incurred by
Sublessor resulting from Landlord’s review of Sublessee’s Alterations. The party
receiving Landlord’s approval of Sublessee’s plans will provide the other party
with a copy thereof within five day(s) following
receipt.   Sublessee acknowledges and agrees that Sublessor shall
have no responsibility whatsoever for the installation or proper functioning of,
cost of correcting, or removal upon Sublease termination of any of Sublessee’s
Alterations or any compliance with the requirements of the Lease (including,
without limitation, any costs imposed by Landlord with respect to its review of
plans and/or supervision of work), and Sublessee shall bear the entire
responsibility and liability therefor.  Sublessee agrees that
Sublessee’s Alterations shall be removed and the Premises restored to the
condition which existed prior to the installation thereof prior to the
expiration of the Term or the earlier termination of this Lease if so requested
by Sublessor at the time of initial consent for such Alteration.

     

    11. Sublessee’s
Obligations upon Termination of this Sublease.

     

    Sublessee
shall keep the Premises in good order and condition and as otherwise required
pursuant to the Lease.  At the expiration of the Term or sooner
termination of this Sublease, Sublessee shall surrender and deliver up the
Premises “broom clean” and in good order, condition and repair, ordinary wear,
tear, and damage by destruction excepted.  Sublessee shall remove any
alteration, addition or other improvement made to the Premises by or on behalf
of Sublessee after the Commencement Date, if required by Landlord pursuant to
the terms of the Lease, as well as any furniture, fixtures, equipment and other
personal property of Sublessee to the extent and in the same manner as Sublessor
is required to remove same under the terms of the Lease.  Sublessee
shall repair any damage to the Premises or the Building caused by Sublessee’s
move into or out of the Premises, the removal from the Premises of any property
or improvements by or on behalf of Sublessee, and any damage otherwise caused by
Sublessee its agents, contractors, employees or invitees.  Any of
Sublessee’s personal property, fixtures or equipment which shall remain in the
Premises after the expiration or sooner termination of this Sublease shall be
deemed conclusively to have been abandoned and either may be retained by
Sublessor as its property or may be disposed of in such manner as Sublessor may
see fit, at Sublessee’s sole cost and expense.

     

    12. Default; Time Periods for
Performance.

     

    12.1 Upon the
occurrence of a default by Sublessee under this Sublease (which, for the
purposes hereof, shall include any default in the payment of Rent or any other
default beyond applicable grace periods in accordance with the provisions of
Articles 30 and 31 of the Lease as incorporated herein), Sublessor shall have
all of the rights, powers and remedies as contained in Articles 30 and 31 of the
Lease, together with any and all other rights, powers or remedies available to
Sublessor at law or in equity.

     

    12.2 Notwithstanding
the provisions of Section 12.1 of this Sublease, the time limits contained in
the Lease for the giving of notices, making of demands or performing of any act,
condition or covenant on the part of the tenant under the Lease, or for the
exercise by the tenant thereunder of any right, remedy or option are changed for
the purpose of incorporation herein by shortening the same, in each instance by
three (3) days so that, in each instance, Sublessee shall have three (3) days
less time to observe or perform hereunder than Sublessor has as tenant under the
Lease; provided, however, in no event shall Sublessee’s time limit be less than
four (4) days regarding the payment of rent.

     

    13. Sublessor’s
Access.

     

    Sublessor
and its agents and employees and Landlord shall have the right to enter the
Premises in the event of an emergency, and reasonably from time to time upon
twenty-four (24) hours advance notice to Sublessee to ascertain whether
Sublessee is in compliance with the provisions of this Sublease, to make such
repairs as may be necessary, in the case of Sublessor, to cure any defaults of
Sublessee, and, in the case of Landlord or following the occurrence of a default
by Sublessee hereunder, to exhibit the Premises to prospective
tenants.

     

    14. Other Provisions of
Lease.

     

    All
applicable terms and conditions of the Lease are incorporated into and made a
part of this Sublease as if Sublessor were the landlord thereunder and Sublessee
the tenant thereunder except as provided below.  Sublessee assumes and
agrees to perform Sublessor’s obligations as tenant under the Lease during the
Term to the extent that such obligations are applicable to the Premises, except
that the obligation to pay rent shall be considered performed by Sublessee to
the extent and in the amount rent is paid to Sublessor in accordance with
Section 3 of this Sublease.   In the event of any conflict
between all or any portion of the provisions of the Lease as incorporated herein
and this Sublease, the provisions of the Sublease shall control to the extent
such provisions are not in violation of the Lease.  The parties hereto
agree that subject to the provisions of this Sublease, wherever the words
"Premises" or words of similar import appear in the Lease, the same shall be
deemed to mean the Subleased Premises and wherever the words "Landlord" and
"Tenant" appear in the Lease, the words shall be deemed to refer to Sublessor
and Sublessee respectively, so that, subject to the provisions of this Sublease
and with respect only to the Subleased Premises, Sublessor shall have the rights
and powers of the Landlord under the Lease, including but not limited to all of
Landlord’s rights and remedies in Articles 30 and 31 of the Lease, and Sublessee
shall have and does hereby agree to be bound by and accepts all the rights,
powers, duties and obligations of the Tenant under the Lease; provided, however,
that notwithstanding the foregoing, Sublessor shall have no obligation to
perform or furnish any of the work, services, repairs or maintenance undertaken
to be made by Landlord under the Lease, or any other term, covenant or condition
required to be performed by Landlord under the Lease.

     

    15. Right
to Cure Sublessee’s Defaults.

     

    If
Sublessee shall at any time fail to make any payment or perform any other
obligation of Sublessee hereunder beyond applicable notice and cure periods,
then Sublessor shall have the right, but not the obligation, with reasonable
notice to Sublessee, but without waiving or releasing Sublessee from any
obligations of Sublessee hereunder, to make such payment or perform such other
obligation of Sublessee in such manner and to such extent as Sublessor shall
deem necessary, and in exercising any such right, to pay any reasonable actual
and direct costs and expenses required in connection
therewith.  Sublessee shall pay to Sublessor within ten (10) days of
receipt of written demand all actual sums so paid by Sublessor.

     

    16. Indemnities.

     

    16.1 Sublessee
shall defend, indemnify and hold harmless Sublessor, its partners, employees,
and agents, from and against any and all claims, liabilities, suits, judgments,
awards, damages, losses, fines, penalties, costs and expenses, including
reasonable attorney’s fees and costs, that Sublessor, its partners, employees
and agents may suffer, incur or be liable for by reason of or arising out of or
related to the breach by Sublessee of any of the duties, obligations,
representations, warranties or covenants applicable to Sublessee hereunder,
Sublessee’s occupancy or use of the Premises, any alterations, additions or
modifications made to the Premises by Sublessee, Sublessee’s negligence or
willful misconduct, or a termination of the Lease caused by
Sublessee.  This indemnification shall survive termination of this
Sublease.

     

    16.2 Sublessor
shall defend, indemnify and hold harmless Sublessee, its partners, employees,
and agents, from and against any and all claims, liabilities, suits, judgments,
awards, damages, losses, fines, penalties, costs and expenses, including
reasonable attorney’s fees and costs, that Sublessee, its partners, employees
and agents may suffer, incur or be liable for by reason of or arising out of or
related to the breach by Sublessor of any of the duties, obligations, or
covenants applicable to Sublessor hereunder, Sublessor’s negligence or willful
misconduct, or a termination of the Lease caused by Sublessor’s default
thereunder which is not caused by Sublessee’s default hereunder.  This
indemnification shall survive termination of this Sublease.

     

    17. Limitations on
Sublessor.

     

    17.1 Sublessee
acknowledges that Sublessor has made no representations or warranties with
respect to the Building or the Premises except as expressly provided in this
Sublease.

     

    17.2 Sublessor
shall not be required to perform any of the covenants and obligations of
Landlord under the Lease and, insofar as any of the obligations of the Sublessor
hereunder are required to be performed under the Lease by Landlord, Sublessee
shall rely on and look solely to Landlord for the performance thereof; provided,
however, that Sublessor shall cooperate with Sublessee using commercially
reasonable efforts in connection with Sublessee’s efforts to enforce Landlord’s
obligations under the Lease.

     

    17.3 Any
repair and maintenance obligations with respect to the Premises which are the
responsibility of Sublessor, as tenant under the Lease, shall be performed by
Sublessee, at Sublessee’s sole cost and expense.  Sublessee shall
promptly notify Sublessor of the need of any such repair, even though Sublessor
shall not be responsible or liable therefore.

     

    17.4 Notwithstanding
any other provision contained herein to the contrary, Sublessee shall look only
to the leasehold interest of Sublessor under the Lease for the satisfaction of
any liability of Sublessor under the Sublease, it being expressly understood and
agreed that neither Sublessor nor any partner, officer, director, employee or
agent of Sublessor shall be held personally liable for such obligations and
Sublessee shall not pursue satisfaction of any judgment against Sublessor or
against the assets of any individual partner, officer, director, employee or
agent of Sublessor.  If Sublessor assigns its leasehold estate in the
Premises, Sublessor shall have no obligation to Sublessee for actions arising
thereafter.  Sublessee shall then recognize Sublessor’s assignee as
sublessor under this Sublease.

     

    17.5 In no
event shall either party be liable to the other for consequential, punitive or
other special damages with respect to this Sublease or any matter arising out of
or in connection with this Sublease, the Lease or the Premises.

     

    18. Subordination to the
Lease.

     

    This
Sublease is expressly subject and subordinate to the Lease.

     

    19. Interest
on Unpaid Rent.

     

    Except
where a higher rate is provided for hereunder, all installments of Base Rent,
and any other charges which are not paid by Sublessee when due, shall bear
interest from the date due until paid, at a rate equal to the “Prime Rate”
published by The Wall Street
Journal under the heading “Money Rates”, as that rate may be adjusted
from time to time, plus two percent (2%), but not in excess of the maximum rate
permitted under applicable law (the “Interest Rate”).

     

    


     

    20. Consent or Approval of
Landlord.

     

    If the
consent or approval of Landlord is required under the Lease with respect to any
matter relating to the Premises, the consent or approval of Sublessor shall also
be required.  With respect to each such matter, Sublessee shall be
required first to obtain the consent or approval of Sublessor with respect
thereto and, if Sublessor grants such consent or approval (which consent or
approval shall be subject to and conditioned upon the subsequent receipt of the
consent or approval of Landlord), only then may Sublessee seek the consent of
Landlord.  Sublessee shall be required to deliver to Sublessor a copy
of any request for consent or approval delivered to Landlord and Landlord’s
response thereto within five (5) business days of delivery or receipt, as the
case may be.

     

    21. Holdover.

     

    If
Sublessee holds possession of the Premises after the expiration or sooner
termination of this Sublease, Sublessee shall become a tenant at sufferance on a
day-to-day basis upon the terms specified herein at one hundred fifty percent
(150%) of the then existing monthly Base Rent and other charges payable
hereunder, but in no event shall the amounts payable by Sublessee under this
Section 21 be less than the amounts payable by Sublessor as rent or holdover
rent or other amounts payable by Sublessor following the expiration of the term
or earlier termination of the Lease on account of the entire Leased
Premises.  In addition, Sublessee shall be responsible for any and all
actual damages Sublessor incurs as a result of such holding over.  Any
holdover tenancy shall not constitute a renewal of this Sublease or an extension
of the Term.

     

    22. Survival.

     

    Except as
otherwise set forth in this Sublease, any obligations of Sublessee (including,
without limitation, rental and other monetary obligations, repair obligations
and obligations to indemnify Sublessor), shall survive the expiration or sooner
termination of this Sublease, and Sublessee shall immediately reimburse
Sublessor for any expense incurred by Sublessor in curing Sublessee’s failure to
satisfy any such obligation (notwithstanding the fact that such cure might be
effected by Sublessor following the expiration or earlier termination of this
Sublease).

     

    23. Brokers.

     

    Sublessor
and Sublessee warrant and represent that they have had no dealings with any real
estate broker or agent in connection with the negotiation of this Sublease
except for Cassidy & Pinkard Colliers, on behalf of Sublessor, and Newmark
Knight Frank, on behalf of Sublessee, and that they know of no other real estate
broker or agent who is or might be entitled to a commission in connection with
this Sublease.  Sublessor agrees that it shall be responsible for any
commission that may be owed to such brokers in connection with this Sublease
pursuant to a separate agreement.  Sublessor and Sublessee each agree
to indemnify, defend and hold the other party harmless from and against any and
all liabilities or expenses, including attorneys’ fees and costs, arising out of
or in connection with a breach of the warranties and representations contained
in this Section 23.  The provisions of this Section 23 shall survive
the expiration of the Term or earlier termination of this Sublease.

     

    24. Consent
by Landlord.

     

    Sublessor
shall use commercially reasonable efforts to obtain the consent of Landlord to
the terms and conditions of this Sublease.  In the event that Landlord
fails to grant consent to this Sublease within thirty (30) days from the date
that this Sublease is fully executed, then Sublessor or Sublessee shall have the
right at any time thereafter to cancel this Sublease and upon giving such notice
of cancellation, Sublessor shall return to Sublessee any funds delivered to
Sublessor by Sublessee on account of Base Rent or the Security Deposit, this
Sublease shall be void ab
initio, and neither party having any further obligation to the other
party, except as set forth herein.

     

    25. Submission of Sublease to
Sublessee.

     

    The submission by Sublessor to
Sublessee of this Sublease shall have no binding force or effect, shall not
constitute an option for the subleasing of the Premises nor confer any rights or
impose any obligations upon either party until the execution thereof by both
Sublessor and Sublessee and the delivery of an executed original copy thereof to
Sublessee or its representative.

     

    26. Notices.

     

    All
notices, demands or other communications which may be or are required or
permitted to be given by either party to the other party hereunder shall be in
writing and shall be deemed to have been given: (i) upon receipt or refusal of
delivery if sent by certified or registered mail, return receipt requested,
postage prepaid; (ii) upon receipt or refusal of delivery if sent prepaid by a
nationally recognized overnight delivery service; (iii) upon verification of
transmission if sent by telecopy or other facsimile transmissions; or (iv) upon
receipt if sent by personal delivery.  All notices, demands or other
communications shall be sent as directed below or to such other place as either
party may from time to time designate by delivering notice in accordance with
this Section.

     

    


    
      	
               
      

            	
              To
      Sublessor:

            	
              Regency
      Centers, L.P.

            


    

    
      	
               
      

            	
              1919
      Gallows Road

            


    

    
      	
               
      

            	
              Suite
      1000

            


    

    
      	
               
      

            	
              Vienna,
      Virginia  22182

            


    

    Attn:  Alan
Roth

    


    To
Sublessee:                                Before
Sublease Commencement:

    Convera Technologies,
Inc.

    1921 Gallows Road, Suite
200

    Vienna,
Virginia  22182

    Attn: Matt Jones

    


    After Sublease
Commencement:

    To the Premises

    Attn: Matt Jones

    


    With a copy to:

    Goodwin Procter LLP

    The New York Times
Building

    620 Eighth Avenue

    New York, New York 10018

    Attn: Stephen M. Davis

    


    27. Parking.

     

    Sublessee shall be entitled to 17
unreserved parking spaces in the Building’s parking garage at no additional
charge.

     

    28. Signage/Keys.

     

    Subject to the terms of the Lease and
Landlord’s approval, Sublessor shall provide Sublessee with building standard
suite entry identification signage outside the Premises and a listing on the
Building directory at no cost to Sublessee.  Sublessor shall provide
up to seventeen (17) building and suite entry keys/cards at no cost to
Sublessee; the costs for any additional keys/cards requested by Sublessee shall
be at Sublessee’s sole cost.

     

    29. Financial
Information.

     

     If Sublessee shall cease to be a
public company with publicly available financial records, Sublessee shall,
within ten (10) days of receipt of Sublessor’s request, deliver to Sublessor
audited financial statements (or financial statements certified by Sublessee’s
CFO as being true and accurate), prepared in accordance with generally accepted
accounting principles consistently applied, with respect to the income, cash
flow and financial condition of Sublessee for the preceding calendar
year.

     

    30. Furniture.

     

    In
conjunction with the sublease of the Premises to Sublessee, Sublessor hereby
agrees to lease to Sublessee and Sublessee hereby agrees to lease certain items
of furniture as described in Exhibit D
(“Furnishings”).  Sublessee agrees to pay as rent for the
Furnishings, without notice or demand, and without set-off, deduction or
abatement, annual rent at the rate of $12.00 per year, payable in equal monthly
installments of $1.00 per month, commencing with the Rent Commencement Date and
on the first day of each and every successive month thereafter, at the same time
and in the same manner as Base Rent is payable hereunder.  The
Furnishings shall be delivered to Sublessee in their “as is”, “where is”
condition, without warranty, express or implied, and shall be maintained by
Sublessee in the condition received, reasonable wear and tear
excepted.  Upon termination, Sublessee shall deliver the Furnishings
back to Sublessor in the conditional received.

     

    31.           Miscellaneous.

     

    (a)           Execution

     

    .  The persons
executing this Sublease on behalf of Sublessor and Sublessee, respectively, each
represents and warrants that (i) she/he is duly authorized to execute this
Sublease on behalf of such party; and (ii) such party has full power and
authority to execute this Sublease and perform its obligations hereunder without
the consent of any other person or entity.

     

    (b)           Construction

     

    .  This Sublease (i)
embodies the entire integrated agreement of Sublessor and Sublessee with respect
to Sublessee’s lease and occupancy of the Subleased Premises, and supersedes all
prior agreements and understandings, whether written or oral; (ii) may be
executed in multiple counterparts, each of which shall constitute an original
and all of which shall constitute but one and the same agreement; (iii) shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia; and (iv) shall be binding upon and inure to the benefit of Sublessor
and Sublessee and their respective successors and assigns.  If any
provision of this Sublease conflicts with a provision of the Lease, the
provisions of the Lease shall govern.

     

    (c)           Waiver
of Jury Trial

     

    .  Sublessor and
Sublessee shall and each does hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Sublease or its termination, the relationship of Sublessor and Sublessee,
Sublessee's use or occupancy of the Subleased Premises or any claim of injury or
damage and any emergency statutory or any other statutory remedy.

     

    


     

    


     

    (Signatures
appear on following page)

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Sublease has been executed as of the day and year first written
above.

     

    


    SUBLESSOR:

     

    REGENCY
CENTERS, L.P., a Delaware

    limited
partnership

    By:  Regency
Realty Group, Inc., a Florida corporation, its general partners

    


    By: /s/Alan T.
Roth                                                                

    


    Name: Alan T. Roth 

    


    Title:
Senior Vice
President 

    


     

    SUBLESSEE:  Convera
Technologies, Inc., a Delaware corporation

     

    


    By: /s/Patrick C.
Condo                                                                

    


    Name:           Patrick C.
Condo                                                      

    


    Title: Chief Executive Officer and
President 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LIST OF
EXHIBITS

     

    Exhibit A
– Lease

    Exhibit B
– Premises

    Exhibit C
– Rent Schedule

    Exhibit D
– Description of Furniture Provided

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    


     

    


     

    OFFICE
LEASE

     

    FOR

     

    REGENCY
CENTERS, L.P.

     

    Suite
No. 1000

    1919
Gallows Road

    Vienna,
Virginia 22182

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    PREMISES

    


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    RENT
SCHEDULE

    


    
      	
              Period

            	 	
              Annual Base Rental

            	 	 	
              Monthly Installment

            	 
	
              September
      1, 2009 – August 31, 2010

            	 	$	153,696.00	 	 	$	12,808.00	 
	
              September
      1, 2010 – August 31, 2011

            	 	$	159,843.84	 	 	$	13,320.32	 
	
              September
      1, 2011 – August 31, 2012

            	 	$	166,237.59	 	 	$	13,853.13	 
	
              September  1,
      2012 – January 31, 2013

            	 	$	172,887.10	*	 	$	14,407.26	 
	 
      	 	
              *Annualized

            	 	 	 	 	 


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
D

     

    DESCRIPTION
OF FURNITURE PROVIDED

     

    


    


    Room 1076
–                                8
Valo “Luxo” conference chairs

    1 DarRan Conference Park
Table

    


    Room 1077
– 1 left-handed desk, credenza, 1 Aeron chair, 1 round table, 4 DarRan
chairs

    


    Room 1078
– 1 right-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1079
– 1 left-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1080
– 1 right-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1082
– 1 microwave, 1 refrigerator

    


    Room 1083
– 2 full workstations, 2 Aeron chairs

    


    Room 1085
– 1 Left-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1086
- 1 Right-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1087
- 1 Left-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1088
– 1 Right-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1089
- 1 Left-handed desk, credenza, 1 Aeron chair, 2 Brayton Peek
chairs

    


    Room 1090
– 4 full workstations, 4 Aeron chairs

    


    Room 1091
– 2 full workstations, 2 Aeron chairs