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EXHIBIT 10.28
[TeleCommunication Systems, Inc. Letterhead]
This letter is written to express the understanding between
TeleCommunication Systems, Inc. (the "Company") and Annapolis Partners, LLC
("Partners"). Partners is a joint venture between Mesirow Xxxxx Real Estate and
Xxxxxxx X. Xxxx, President, CEO and Chairman of the Board of the Company.
Currently the Company's headquarters is located at 000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx. The Company has experienced considerable growth and is
interested in consolidating its headquarters. The Company is currently in the
process of identifying appropriate office space in the Annapolis area,
specifically with a goal of centralizing its offices and using its location as a
recruiting tool to attract and retain talented employees. The Company has
experienced difficulty locating an appropriate property due to the lack of prime
commercial waterfront office space in the Annapolis area.
Partners has been selected by Xxxx Xxxxxxx County to redevelop a
42-acre waterfront property in Annapolis, Maryland formerly operated by the U.S.
Navy as the Xxxxx Xxxxxx Research Center (the "Xxxxx Xxxxxx Property"). Partners
expects the redevelopment to occur in stages and expects to take control of the
Xxxxx Xxxxxx Property from Xxxx Xxxxxxx County in late 2000. Construction is
currently expected to begin in January 2001.
The Company has approached Partners and is currently in preliminary
negotiations with Partners to become a tenant at the Xxxxx Xxxxxx Property. The
Company expects to contract with appropriate parties to develop plans for its
headquarters at the Xxxxx Xxxxxx Property. The Company anticipates spending
approximately $200,000 to develop these plans and will consult with Partners as
part of that process. The parties have agreed that should the Company enter into
a lease for office space at the Xxxxx Xxxxxx Property, Partners will reimburse
the Company for all the fees and expenses paid by the Company in connection with
the design and plans for its headquarters at the Xxxxx Xxxxxx Property either in
the form of a reduction of rent in the future or an outright payment of the full
amount. The design and plans for the Company's headquarters at the Xxxxx Xxxxxx
Property are expected to be the sole property of the Company until Partners
reimburses the Company in full for such fees and expenses.
This letter merely evidences preliminary negotiations between the
parties and is subject to further modifications and shall not be construed,
under any circumstances, to evidence any binding commitment on the part of the
Company or Partners to enter into any definitive lease agreement for office
space. Such modifications shall be in writing and shall be agreed to by both
parties.
Annapolis Partners, LLC TeleCommunication Systems, Inc.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxx, Xx.
