Exhibit 10.3


 


	
   

  	
  ADDENDUM NO. 5

  



 


BETWEEN THE UNDERSIGNED:


 


VENDOME
CROIDOR, variable capital property company with a capital
of 32,564,028 Euros, with its head office at Coeur Defense Tour B — La Defense
4 — 100 Esplanade du General de Gaulle, 92400 COURBEVOIE, registered on the
Nanterre Trade and Companies Register under number 431 972 595,


 


TELMMA, joint stock company with a capital of 45,200 Euros, with its
head office at 103/105 rue des trois Fontanot, Nanterre (Hauts de Seine),
registered on the Nanterre Trade and Companies Register under number
582.044.418


 


In turn represented by Mr Patrick de Guichen,
Chairman and Managing Director of ALTYS GESTION, duly authorised for these
purposes in accordance with the authority attached (Annex 0),


 


	
   

  	
  Referred to hereinafter as the “LESSOR”

  



 


ON THE ONE HAND,


 


AND


 


ACTIVIDENTITY
EUROPE SA, Limited company with board of directors with a
capital of 42,514,683 Euros, the registered office of which is situated at
24-28 avenue du General de Gaulle, SURESNES (92156), registered on the NANTERRE
trade and companies register under number B 341 213 411,


 


Represented by Mrs Jacques Kerrest,
Managing Director,


 

















 


PREAMBLE:


 


By a private document signed in Paris on 15th April 1997, the Lessor entered into a
lease and leased to the Lessee, from 1st July 1997 until 30th June 2006, office premises on the 5th and 6th floor of the property at 24-28, avenue du
General de Gaulle, Suresnes (92150) and forty underground parking spaces, for a
rent as of the date of signature of the lease of 1,178,400 Francs excluding tax
and charges per annum for the offices and 160,000 Francs excluding tax for the
parking spaces, according to terms and conditions that do not need to be
reproduced here.


 


By addendum no. 1 to the lease dated 6th June 2000, approximately 256 m2 of office
space on the left-hand ground floor of the building and twenty underground
parking spaces were added to the premises described above, with effect from 1st July 2000, for a principal rent increased
to 1,718,711.20 Francs excluding tax and charges per annum.


 


By addendum no. 2 to the lease dated 18th April 2001, approximately
1,142 m2 of office space on the 2nd floor of the building and forty underground
parking spaces were added to the premises described above, with effect from 1st April 2001, for a principal
rent increased to 3,517,511.20 Francs excluding tax and charges per annum.


 


By addendum no. 3 to the lease dated 31st December 2004, approximately 256 m2 of office space on the
left-hand ground floor of the building was returned, with effect from 1st January 2005, for a principal rent reduced to 549,580.58 Francs
excluding tax and charges per annum.


 


By a document dated 15th December 2005 notified by Thibault
Franqueville, Bailiff, the Lessor gave notice for 30th June 2006 and proposed the renewal of the
leased from 1st July 2006 to the Lessee.


 


By addendum no. 4 to the lease dated 22nd January 2008, the lease of 15th April 1997 was renewed for a period of 9
full, consecutive years from 1st July 2006, under the same
clauses and conditions and for a principal annual rent of 615,755 Euros
excluding tax and charges, referred to hereinafter as the “Lease”.


 


By a document dated 26th December 2008 notified by SCP Philippe
CHALE, bailiffs, the Lessee gave notice for 30th June 2009.


 


Since this date, the Lessee has informed the Lessor of its wish to
remain in the premises and return part of the premises leased, namely the 6th floor and parking spaces.


 


The Lessor acceded to this request and the parties agreed that the
Lessee shall purely and simply withdraw its notice and that each party insofar
as it is concerned shall waive the effects of this notice, which the Lessor
declares it accepts according to the clauses and conditions below.


 


NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS:


 

















 


PRELIMINARY ARTICLE


 


AGREEMENT TO WAIVE EFFECTS OF NOTICE


 


The Lessee requested the agreement of the Lessor to waive the notice
given for 30th June 2009, remain in the Premises and
only return part of these Premises with effect from 30th June 2009,
which the Lessor accepted.


 


Consequently, the parties agreed each insofar as they are concerned to
waive the effects of the notice, with the Lease renewed on 1st July 2006 continuing in all its clauses
and conditions.


 


ARTICLE 1


 


PARTIAL EARLY TERMINATION BY AGREEMENT


 


The Parties mutually agree to partially change the object of the Lease
and proceed with the return of part of the premises leased, i.e. approximately
650 m2 (6th floor) of office premises in the property
situated at 24-28 avenue du General de Gaulle, SURESNES 92150, as well as 50
parking spaces in the basement of the same building.


 


Consequently, the LESSEE undertakes to return these 6th floor premises and the parking spaces in a
clean condition and after carrying out all tenant`s repairs, having removed all
objects and furnishings and vacated the same, as recorded between the parties
in the outgoing inventory drafted on 30th June 2009 at the latest.


 


ARTICLE 2


 


NEW DESCRIPTION


 


From 1st July 2009,
the new description of the premises leased under the Lease is as follows:


 


·                  Address of
property: 24/26/28 avenue du General de Gaulle — 92150 SURESNES


 


·                  2nd floor: office premises, representing a surface
area of 1,142 m2 approximately


·                  5th floor: office premises, representing a surface
area of 819 m2 approximately


·                  underground: 50 parking
spaces


 


If any errors are made in the description of the premises, this cannot
justify a reduction or increase in the rent, the Parties referring to the
actual premises as they exist and comprise and the Lessee declaring it is
perfectly familiar with them since it already occupies them. The Lessee
releases the Lessor from a more detailed description of the premises since it
considers they are in a fit condition for the use it intends to make of them.


 


The parties expressly agree that the premises form a unique and
indivisible whole.


 


The rent will be payable under the same terms as the Lease effective 1st July 2006 and will be adjusted annually
on the anniversary date.


 

















 


ARTICLE 3


 


EFFECTIVE DATE


 


By express agreement between the parties, this addendum takes effect
from 1st July 2009.


 


ARTICLE 4


 


NEW RENT


 


As a result of the change in the object of the Lease, the new overall
annual rent excluding tax and charges is set at 432,200 Euros (four hundred and
thirty two thousand two hundred Euros).


 


This rent is calculated on basis of the following units:


 


·                  1961 m2 x 200
Euros per m2 excluding tax and charges per annum for the offices


·                  50 x 800 Euros
excluding tax and charges per annum per parking space


 


In this regard, it is stated that the rent fixed above is an overall
rent for all surface areas together.


 


Rent-free period: the LESSOR grants the LESSEE an exceptional rent-free
period for the offices of 7 months, or for the period from 1st July 2009 to 31st January 2010, representing a sum of
231,021.92 Euros (two hundred and thirty one thousand and twenty one Euros and
ninety two cents).


 


This rent-free period relates exclusively to the principal rent for the
office premises excluding tax and charges, so the tax and charges due for the
rent-free period will remain payable.


 


It will not be applicable to any renewals of the Lease.


 


The parties agree that if notice is given by the Lessee for the end of
the second three-year period of the Lease, i.e. for 30th June 2012, the latter hereby undertakes
to pay the LESSOR a compensation equivalent to 3 months’ rent excluding tax and
charges by 30th April 2012 at the latest. It is stated
that this compensation will only concern the principal rent for the office
areas covered by this addendum, excluding parking spaces.


 

















 


Finally, it is agreed in this case that the rent applied for the
compensation will be the rent received as at 30th June 2012.


 


ARTICLE 5


 


SECURITY DEPOSIT


 


Due to the reduction in surface area of the leased premises, the LESSEE
is required to pay a security deposit in the sum of three months’ rent excluding
tax and charges, i.e. the sum of 108,050 Euros (ONE
HUNDRED AND EIGHT THOUSAND AND FIFTY EUROS).


 


The LESSOR holds in its accounts a security deposit in the sum of 162,490.89 Euros (ONE HUNDRED AND SIXTY TWO THOUSAND FOUR
HUNDRED AND NINETY EUROS AND EIGHTY NINE CENTS).


 


The difference between these two amounts will therefore be credited to
the LESSEE.


 


ARTICLE 6


 


PROVISIONS FOR CHARGES


 


The Lessee will pay each quarter, with the rent, a provision for
charges in the sum of 26,963.75 Euros) (TWENTY SIX THOUSAND NINE HUNDRED AND
SIXTY THREE EUROS AND SEVENTY CENTS) excluding taxes per quarter including the
provision for the LESSOR’s insurance and the provision for management fees.


 


ARTICLE 7


 


TAXES


 


As an exception to article 8.8 “TAXES” of the Special Terms of the
lease of 15th April 1997, the parties agree that the
LESSEE shall reimburse the LESSOR for the share of the land tax on all the
surface areas returned as per this addendum.


 


It is stated that in accordance with the General Terms of the lease of
15th April 1997, the annual tax on office
premises is payable by the LESSEE.


 

















 


ARTICLE 8


 


ANNEXES


 


STATEMENT OF NATURAL AND TECHNOLOGICAL RISKS


 


In accordance with articles L.125-5 and R 125-23 to 27 of the
Environment Code effective 1st June 2006, the LESSOR submits to the
LESSEE the statement of natural and technological risks of the town in which
the leased premises are located (Annex 1).


 


ARTICLE 9


 


OTHER CLAUSES


 


All the other clauses and terms of the Lease and its addendums that are
not contrary to this addendum remain unchanged.


 


ARTICLE 10


 


OFFICIAL ADDRESS


 


For the purposes of this addendum, the parties’ official addresses are
at their respective head offices indicated at the beginning of this document.


 


Done in Nanterre, on 01/07/09


 


In 2 originals


 


THE LESSOR