exv10w5



 





Exhibit 10.5




     SECOND AMENDMENT TO LEASE



     SECOND AMENDMENT TO LEASE dated as of this 6 day of September, 2005, by
and between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership (“Landlord”) and IONA TECHNOLOGIES, INC., a Delaware corporation
(“Tenant”).



RECITALS




     By Lease dated March 2, 1999 (the “Original Lease,” and as amended by the
Letter Agreement and First Amendment to Lease described below, the “Lease”),
Landlord did lease to Tenant and Tenant did lease from Landlord 60,718 square
feet of rentable floor area (the “Rentable Floor Area of the Initial Premises”)
on the third and fourth floors of Phase II of the building (the “Building”)
known as and numbered 200 West Street, Waltham, Massachusetts (referred to in
the Lease as the “Premises” or “Tenant’s Space” and hereinafter sometimes
referred to as the “Initial Premises”).



     By letter agreement dated May 14, 1999 (the “Letter Agreement”) the Tenant
Allowance (as that term is defined in the Original Lease) for the Initial
Premises was reduced by $62,749.00 as Landlord was required to install the
sprinkler system in the Initial Premises in order to obtain a certificate of
occupancy (the calculation of the Tenant Allowance having been based in part on
Tenant installing the sprinkler system for the Premises). In addition, the
Tenant Allowance for the Expansion Premises (as hereinafter defined) was also
reduced by an amount equal to the product of (i) $1.00 (being the approximate
cost on a square foot basis for installing the sprinkler system) and (ii) the
actual rentable floor area of the Expansion Premises (as determined pursuant to
Section 2.1.3 of the Original Lease).



     By First Amendment to Lease dated as of November 1, 2000 (the “First
Amendment”) Tenant leased from Landlord as required by Section 2.1.3 of the
Original Lease, an additional 4,762 square feet of rentable floor area (the
“Rentable Floor Area of the Expansion Premises”) located on the first floor of
Phase II of the Building, which space is shown on Exhibit A-1 attached to such
First Amendment (the “Expansion Premises”) upon the terms and conditions
contained in the First Amendment. The Initial Premises as increased by the
Expansion Premises is hereinafter sometimes collectively referred to as the
“Existing Premises.”



     Landlord and Tenant have agreed to extend the Term of the Lease for one
(1) period of five (5) years and to provide Tenant with an additional option to
extend the Term of the Lease, upon the terms and conditions contained in the
Lease except as set forth in this Second Amendment to Lease (“the Second
Amendment”).



     Landlord and Tenant have also agreed to reduce the size of the Existing
Premises by subtracting therefrom the 35,119 square feet of rentable floor area
(the “Rentable Floor Area of the Relinquished Premises”) consisting of 4,732
square feet of rentable floor area located on the first floor of the Building
and 30,387 square feet of rentable floor area located on the third floor of the
Building and shown on Exhibit A attached hereto (the “Relinquished Premises”).



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     Landlord and Tenant are entering into this instrument to set forth said
agreements and to amend the Lease.



     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand this date paid by each of the parties to the other,
the receipt and sufficiency of which are hereby severally acknowledged, and in
further consideration of the mutual promises herein contained, Landlord and Tenant
hereby agree to and with each other as follows:




	1.	 	Effective on July 31, 2006 (the “Reduction Date”) the Relinquished Premises
shall be
deleted from the space demised from Landlord to Tenant under the Lease, so that
the
remaining space (the “Remaining Premises”) demised under the Lease shall consist
of the
30,331 square feet of rentable floor area located on the fourth floor of the
Building (the
“Rentable Floor Area of the Remaining Premises”) shown on Exhibit A as the
“Remaining Premises” and the terms “Premises” and “Tenant’s Space” as defined
and
used in the Lease shall be deemed to refer to the Remaining Premises. By way of
example, the option to extend the Term of the Lease contained in Section 5
hereof shall
apply to the Remaining Premises only and not to the Relinquished Premises.
	 
	2.	 	On or prior to the Reduction Date, Tenant shall quit and vacate the
Relinquished
Premises and surrender the same in the condition required by the Lease
upon the
expiration or earlier termination of the Lease Term.
	 
	3.	 	The Term of the Lease, which but for this Second Amendment is scheduled to
expire on
July 31, 2006, is hereby extended for one (1) period of five (5) years
commencing on
August 1, 2006 and expiring on July 31, 2011 (the “First Extended Term”), unless
extended or sooner terminated in accordance with the provisions of the Lease,
upon all of
the same terms and conditions contained in the Lease as herein amended.
	 
	4.	 	Section 2.4.1 of the Lease is hereby deleted in its entirety and Landlord and
Tenant agree
that Tenant’s only option to extend shall be as provided in Section 5
hereinbelow.
	 
	5.	 	(A) On the conditions (which conditions Landlord may waive by written
notice to
Tenant) that both at the time of exercise of the herein described option to
extend and as
of the commencement of the extended term (i) there exists no “Event of Default”
(defined
in Section 7.1 of the Lease) and there have been no more than three (3) Event of
Default
occurrences during the Term of the Lease (ii) the Lease is still in full force
and effect,
and (iii) Tenant has neither assigned the Lease nor sublet more than thirty-five
percent
(35%) of the Rentable Floor Area of the Premises (except for an assignment or
subletting
permitted without Landlord’s consent under Section 5.6.1 of the Lease), Tenant
shall
have the right to extend the Term of the Lease upon all the same terms,
conditions,
covenants and agreements contained in the Lease (except for the Annual Fixed
Rent
which shall be adjusted during the option period as hereinbelow set forth and
except that
there shall be no further option to extend) for either (i) one (1) period of
three (3) years or
(ii) one (1) period of five (5) years, as hereinafter set forth. The option
period is
sometimes herein referred to as the “Second Extended Term.” Notwithstanding any




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	 	 	implication to the contrary, Landlord has no obligation to make any additional
payment to Tenant in respect of any construction allowance or the like or to
perform any work to the Premises as a result of the exercise by Tenant of any
such option.
	 
	 	 	(B) If Tenant desires to exercise said option to extend the Term, then Tenant shall
give notice (the “Exercise Notice”) to Landlord, not earlier than twelve (12) months
nor
later than ten (10) months prior to the expiration of the First Extended Term
exercising
such option to extend and advising Landlord whether Tenant elects to extend for one
(1)
period of three (3) years or one (1) period of five (5) years. Promptly after
Landlord’s
receipt of the Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant
of
the annual fair market rent for the Premises for the Second Extended Term, such
quotation to be based on the use of the Premises as first class office space
utilizing
properties of a similar character in the Boston West Suburban market (“Landlord’s
Rent
Quotation”). If at the expiration of thirty (30) days after the date when Landlord
provides
such quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not
reached agreement on a determination of an annual rental for the Second Extended Term
and executed a written instrument extending the Term of the Lease pursuant to such
agreement, then Tenant shall have the right, for thirty (30) days following the
expiration
of the Negotiation Period, to make a request to Landlord (which such request shall be
in
writing and must be signed by an authorized officer or representative of Tenant) for
a
broker determination (the “Broker Determination”) of the Prevailing Market Rent (as
defined in Exhibit G attached to the Original Lease) for the Second Extended Term,
which Broker Determination shall be made in the manner set forth in Exhibit G
attached
to the Original Lease.
	 
		 	(C) Upon either the agreement of the parties during the Negotiation Period on an
annual fixed rent for the Second Extended Term or the timely giving of notice by
Tenant
to Landlord requesting the Broker Determination, then the Lease and the Lease Term
shall automatically be deemed extended, for the Second Extended Term, without the
necessity for the execution of any additional documents, except that Landlord and
Tenant
agree to enter into an instrument in writing setting forth the Annual Fixed Rent for
the
Second Extended Term as determined in the relevant manner set forth in this Section
5;
and in such event all references to the Lease Term or the term of the Lease shall be
construed as referring to the Lease Term, as so extended, unless the context clearly
otherwise requires, and except that there shall be no further option to extend the
Lease
Term. Notwithstanding anything contained herein to the contrary, Tenant shall only
have
the option to extend for either a three (3) year period or a five (5) year period and
not
both and in no event shall the Lease Term hereof be extended for more than three (3)
years or five (5) years (as the case may be depending on the election made in the
Exercise Notice) after the expiration of the First Extended Term.
	 
	 	 	In the event that the parties have not agreed upon the annual rental for the Second
Extended Term during the Negotiation Period and Tenant has not timely requested the
Broker Determination in accordance with the provisions of Section 5(B) above, then
Tenant shall be deemed to have waived its right to exercise the extension option and
the Term of the Lease shall expire at the end of the First Extended Term on July 31,
2011.




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	6.	 	(A) The Lease shall be amended to provide that for the period from
August 1, 2005 through July 31, 2006, Annual Fixed Rent for the portion of the
Premises defined as the Remaining Premises shall be reduced so that it is
payable at the annual rate of $803,771.50 (being the product of (i) $26.50 and
(ii) the Rentable Floor Area of the Remaining Premises (being 30,331 square
feet)).
	 
	 	 	(B) For the period from August 1, 2005 through July 31, 2006, Annual Fixed Rent
for
the portion of the Premises defined as the Relinquished Premises shall continue
to be
payable as provided in the Lease, at the annual rate of $1,176,486.50 (being the
product
of (i) $33.50 and (ii) the Rentable Floor Area of the Relinquished Premises
(being 35,119
square feet)).
	 
	 	 	(C) For the period from August 1, 2006 through July 31, 2007, Annual Fixed Rent
for
the Remaining Premises shall be payable at the annual rate of $834,102.50 (being
the
product of (i) $27.50 and (ii) the Rentable Floor Area of the Remaining Premises
(being
30,331 square feet)).
	 
	 	 	(D) For the period from August 1, 2007 through July 31, 2008, Annual Fixed Rent
for
the Remaining Premises shall be payable at the annual rate of $864,433.50 (being
the
product of (i) $28.50 and (ii) the Rentable Floor Area of the Remaining
Premises).
	 
	 	 	(E) For the period from August 1, 2008 through July 31, 2009, Annual Fixed Rent
for
the Remaining Premises shall be payable at the annual rate of $894,764.50 (being
the
product of (i) $29.50 and (ii) the Rentable Floor Area of the Remaining
Premises).
	 
	 	 	(F) For the period from August 1, 2009 through
July 31, 2010, Annual Fixed Rent
for
the Remaining Premises shall be payable at the annual rate of $925,095.50 (being
the
product of (i) $30.50 and (ii) the Rentable Floor Area of the Remaining
Premises).
	 
	 	 	(G) For the period from August 1, 2010 through the remainder of the First
Extended
Term, Annual Fixed Rent for the Remaining Premises shall be payable at the
annual rate
of $955,426.50 (being the product of (i) $31.50 and (ii) the Rentable Floor Area
of the
Remaining Premises).
	 
	 	 	(H) For the extension option period provided in Section 5 of this Second
Amendment (if exercised), Annual Fixed Rent shall be payable as provided in
such Section 5.
	 
	7.	 	For the purposes of computing Tenant’s payments for operating expenses
pursuant to Section 2.6 of the Original Lease (as amended by Section 4 of the
First Amendment), Tenant’s payments for real estate taxes pursuant to Section 2.7
of the Original Lease (as amended by Section 4 of the First Amendment) and
Tenant’s payments for electricity (as determined pursuant to Sections 1.1, 2.5,
and 2.8 of the Original Lease and as amended by Section 4 of the First
Amendment), for the portion of the Lease Term on and after the Reduction Date,
the “Rentable Floor Area of the Premises” shall be reduced by the




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	 	 	Rentable Floor Area of the Relinquished Premises (being 35,119 square feet) to
become the Rentable Floor Area of the Remaining Premises (being 30,331 square
feet), with Tenant’s Share, from and after the Reduction Date, being 12.21%. For
the portion of the Lease Term prior to the Reduction Date, the “Rentable Floor
Area of the Premises” shall continue to be as provided in the Lease as amended
for such purposes.
	 
	8.	 	(A) For the purposes of computing Tenant’s payments for operating expenses
pursuant to Section 2.6 of the Lease for the portion of the Lease Term on and
after the
Reduction Date, the $5.50 per square foot operating expense base referred to in
Section
2.6 of the Lease shall be changed to be equal to the quotient of (a) “Landlord’s
Operating
Expenses” (as defined in Section 2.6 of the Lease) for calendar year 2006 (that
is the
period beginning on January 1, 2006 and ending on December 31, 2006) divided by
(b)
the “Total Rentable Floor Area of the Building” (as defined in Section 1.1 of
the Lease)
(“Base Operating Expenses”).
	 
	 	 	For the portion of the Lease Term prior to the Reduction Date, such operating
expense base shall remain unchanged for such purposes.
	 
	 	 	(B) For the purposes of computing Tenant’s payments for real estate taxes
pursuant to Section 2.7 of the Lease for the portion of the Lease Term on and
after the Reduction Date, the definition of “Base Taxes” contained in said
Section 2.7(v) of the Lease shall be deleted in its entirety and replaced with
the following:






“Base Taxes” means Landlord’s Tax Expenses (hereinbefore defined)
for fiscal tax year 2007, (that is the period beginning on July 1,
2006 and ending on June 30, 2007).




	 	 	For the portion of the Lease Term prior to the Reduction Date, such
definition shall remain unchanged for such purposes.
	 
	9.	 	Landlord shall provide to Tenant a special allowance equal to the product of (i)
$7.00 and
(ii) the Rentable Floor Area of the Remaining Premises (being $212,317.00) (the
“Second Amendment Tenant Allowance”). The Second Amendment Tenant Allowance
shall be used and applied by Tenant solely on account of the cost of work
performed in
the Remaining Premises (“Remaining Premises Work”) by Tenant or, at Tenant’s
request, by Landlord, in accordance with the terms of the Lease, including
without
limitation alterations, upgrades, installations, replacements, renovations and
other
improvements to the Remaining Premises (and specifically including
communications
room air conditioning and gas fire suppression system). Provided that the Tenant
(i) in
the event Tenant performed the Remaining Premises Work, has completed all of
such
work in accordance with the terms of this Lease, has paid for all of such
Remaining
Premises Work in full and has delivered to Landlord lien waivers from all
persons who
might have a lien as a result of such work, in recordable forms reasonably
acceptable to
Landlord, (ii) in the event Tenant performed the Remaining Premises Work, has
delivered to Landlord its certificate specifying the cost of such Remaining
Premises
Work and all contractors, subcontractors and supplies involved with Remaining
Premises




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	 	 	Work, together with evidence of such cost in the form of paid invoices, receipts
and the like, (iii) has satisfied the requirements of (i) and (ii) above and made
request for such payment or has instructed Landlord to apply such monies (as the
case may be) on or before July 31, 2007, (iv) is not otherwise in default under
the Lease (unless Tenant shall cure the same in connection with its request for
application of the applicable portion of the Second Amendment Tenant Allowance),
and (v) there are no liens (unless bonded to the reasonable satisfaction of
Landlord) against Tenant’s interest in the Lease or against the Building or the
Site arising out of Remaining Premises Work or any litigation relating thereto in
which Tenant is a party, then within thirty (30) days after the satisfaction of
the foregoing conditions, the Landlord shall (i) in the case where Tenant has
performed the Remaining Premises Work, pay to the Tenant the lesser of the amount
of such costs so certified or the amount of the Second Amendment Tenant Allowance
or (ii) in the case where Landlord performed the Remaining Premises Work at
Tenant’s request, apply the same to the cost of such work. For the purposes
hereof, the cost to be so reimbursed by Landlord shall include the cost of
leasehold improvements, architects’ fees and reasonable construction supervision
fees payable to Landlord but not the cost of any of Tenant’s personal property,
trade fixtures or trade equipment, moving expenses or any so-called soft costs.
	 
	 	 	Notwithstanding the foregoing, Landlord shall be under no obligation to apply
any portion of the Second Amendment Tenant Allowance for any purposes other than
as provided in this Section 9, nor shall Landlord be deemed to have assumed any
obligations, in whole or in part, of Tenant to any contractors, subcontractors,
suppliers, workers or materialmen. Further, in no event shall Landlord be
required to make application of any portion of the Second Amendment Tenant
Allowance on account of any supervisory fees (except to Landlord as stated
hereinabove), overhead, management fees or other payments to Tenant, or any
partner or affiliate of Tenant. In the event that the Second Amendment Tenant
Allowance has not been utilized by July 31, 2007, Tenant may by notice to
Landlord given no later than July 31, 2007, elect to apply the remainder of such
Second Amendment Tenant Allowance up to $50,000.00 towards Annual Fixed Rent and
Additional Rent next due and owing by Tenant under this Lease. Any portion of
the Second Amendment Tenant Allowance in excess of $50,000.00 then remaining
shall be forfeited by Tenant. Landlord shall be entitled to deduct from the
Second Amendment Tenant Allowance an amount equal to $150.00 per hour for senior
staff and $100.00 per hour for junior staff, plus third party expenses incurred
by Landlord to review Tenant’s plans and Remaining Premises Work, provided such
deductions shall not exceed $2,500.00 in the aggregate.
	 
	10.	 	Sections 2.1.1, 2.1.2 and 8.21 of the Lease are hereby deleted in their entirety
and of no
further force and effect.
	 
	11.	 	The definition of “Tenant’s Generator” set forth in Section 2.2.2 of the
Original Lease is
hereby amended to mean the two (2) existing emergency generators installed by or
on
behalf of Tenant and currently serving the Premises as of the date hereof.
	 
	12.	 	Tenant acknowledges and agrees that it has utilized all of the Tenant Allowance provided




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	 	 	for in Section 3.2(C) of the Original Lease and accordingly Landlord shall
have no further obligations with respect to the same.
	 
	13.	 	All of Tenant’s existing signage in the Building is hereby approved by Landlord.
	 
	14.	 	(A) It is acknowledged and agreed that Landlord is currently holding a
security deposit in the amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00)
in
the form of a Letter of Credit, pursuant to and in accordance with the terms and
provisions of Section 8.20 of the Original Lease. Subject to the provisions of
said
Section 8.20 (as modified by this Section 14), Landlord shall continue to hold
the Letter
of Credit as security for the performance by Tenant of its obligations under the
Lease
during the First Extended Term and the extension option period (if exercised).
	 
	 	 	(B) Landlord shall exchange the Letter of Credit for a Letter of Credit
delivered by Tenant which reduces the amount secured by the Letter of Credit by
Two Hundred Thousand and 00/100 Dollars ($200,000.00) so that the remaining
amount secured by the Letter of Credit shall be Two Hundred Thousand and 00/100
Dollars ($200,000.00) on August 1, 2006 (the “Scheduled Reduction Date”),
provided that as of such date (x) no Event of Default is then existing and no
monetary default (beyond any applicable notice and cure period provided in
Section 7.1 of the Original Lease) has occurred within the twelve (12) month
period prior to the Scheduled Reduction Date (regardless of whether Tenant
subsequently pays the amounts owed after the expiration of any cure period), (y)
Tenant has restored any amounts previously applied by Landlord to Landlord’s
damages arising from any default on the part of Tenant and (z) Tenant has
satisfied the “Financial Qualifications” (as hereinafter defined). The remaining
Two Hundred Thousand and 00/100 Dollars ($200,000.00) shall continue to be held
by Landlord as security for performance by Tenant of its obligations under the
Lease during the First Extended Term and the extension option period (if
exercised).
	 
	 	 	In the event that, as of the Scheduled Reduction Date, Tenant had defaulted in
any monetary obligation (beyond any applicable notice and cure period provided
in Section 7.1 of the Original Lease) within the twelve (12) month period prior
to the Scheduled Reduction Date, the reduction of the Letter of Credit shall be
deferred for twelve (12) months from the original scheduled reduction (provided
that Tenant has subsequently cured such monetary default and that all other
conditions to the reduction of the Letter of Credit have been met as of the
deferred reduction date). Furthermore, in the event that, as of the Scheduled
Reduction Date, Tenant was unable to satisfy the Financial Qualifications, the
reduction of the Letter of Credit shall be deferred until such time as Tenant
shall be able to satisfy the same (provided that all other conditions to the
reduction of the Letter of Credit have been met as of the deferred reduction
date).
	 
	 	 	For the purposes hereof, the “Financial Qualifications” shall mean that:






	 	(i)	 	Tenant shall have a liquidity (defined as the
sum of cash, cash equivalents and marketable securities as reported
on Tenant’s most recent quarterly





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	 	 	 	financial statement filed with the Securities and Exchange
Commission prior to the Scheduled Reduction Date) of at least
$35,000,000.00; and
	 
	 	(ii)	 	Tenant shall have demonstrated profitability (defined as positive net
income as shown on Tenant’s quarterly financial statements filed
with the Securities and Exchange Commission, exclusive of stock
option expenses) for the four consecutive quarters immediately
preceding the Scheduled Reduction Date (beginning June 30, 2005 and
ending June 30, 2006, assuming that all other conditions have been
satisfied in order for the Scheduled Reduction Date to occur on
August 1, 2006).






	 	 	(C) If Tenant believes that it has satisfied all the conditions precedent
to a reduction in the amount of the security deposit, then it shall request such
reduction in writing to Landlord, which request shall certify to Landlord that
all such conditions have been satisfied. If Landlord determines that all of the
aforesaid conditions are met, the security deposit shall be so reduced in
accordance with this Section 14. No Letter of Credit shall automatically reduce,
but any reduction in the amount thereof shall require Landlord’s prior written
notice to the issuer of the Letter of Credit of the reduced amount. Promptly
after Landlord’s receipt of Tenant’s request for a reduction as described above,
Landlord shall determine whether such a reduction is permitted in accordance
with this Section 14, and if it is, Landlord shall notify the issuer of the
Letter of Credit of the amount to which the Letter of Credit shall be reduced.
	 
	15.	 	(A) As of the date hereof, the space on a portion of the first
(1st) floor of the Building shown on Exhibit B attached hereto (such
space being hereinafter referred to as the “Offer Space”) is leased to PAREXEL
International LLC (the “Existing Tenant”) and Tenant (it being acknowledged and
agreed that such portion of the Offer Space as is currently occupied by Tenant is
being vacated by Tenant as part of the Relinquished Premises in accordance with
Section 1 above). Such lease with the Existing Tenant and the term thereof,
including, but not limited to, the original term thereof, options to extend the
term thereof, any expansion options and any amendments thereto is hereinafter
called the “Existing Lease.”
	 
	 	 	Subject to (x) the Existing Lease and the rights of the Existing Tenant
thereunder, (y) the right of Landlord to enter into an initial lease or leases
with third parties with respect to that portion of the Offer Space that is to be
vacated by Tenant as part of the Relinquished Premises and (z) the right of
Landlord to negotiate direct leases for all or any portion of the Offer Space
with any current or future subtenants of the Offer Space (which rights in
subsections (x), (y) and (z) are prior to the rights of Tenant under this
Section 15, notwithstanding that amendments to the Existing Lease and/or new
leases with third parties for the portion of the Offer Space being vacated by
Tenant as part of the Relinquished Premises and/or direct leases with any
current or future subtenants of the Offer Space may be executed subsequent to
the date of this Second Amendment), Landlord agrees not to enter into a lease or
leases for all or any portion of the Offer Space during the period commencing on
the date hereof and ending on September 30, 2009 without first giving to Tenant
an opportunity to lease such space as hereinafter set forth,




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	 	 	provided that at any time such portion of the Offer Space becomes so available
hereunder for reletting (i) there exists no Event of Default, (ii) this Lease is
still in full force and effect and (iii) Tenant continues to directly lease and
occupy at least 30,000 square feet of rentable floor area in the Building. Landlord
shall use reasonable efforts to keep Tenant informed of the possibility of such space
becoming so available.
	 
	 	 	(B) When any portion of the Offer Space becomes available for reletting prior to
marketing the same to any other party (specifically excluding any rights of Landlord
to lease or market such space as provided in Section 15(A) hereinabove), Landlord
shall notify Tenant in writing of the availability of such portion of the Offer Space
and shall advise Tenant of the business terms upon which Landlord is willing so to
lease such space which terms shall be based on Landlord’s good faith determination of
the annual market rent for such space. If Tenant wishes to exercise Tenant’s right of
first offer or to negotiate the business terms upon which such portion of the Offer
Space is to be leased, Tenant shall do so by giving Landlord notice of Tenant’s
desire to lease such space on such terms, or to negotiate the business terms, within
ten (10) business days after Landlord’s written notice to Tenant of the availability
of such space and of such terms. If Tenant shall give such notice of its desire to
lease such space on such terms, the same shall constitute an agreement to enter into
an amendment to this Lease to incorporate the applicable portion of the Offer Space
into the Premises upon the terms set forth in Landlord’s notice. If Tenant shall not
so exercise such right within such ten (10) business day period, or if Tenant shall
exercise its right to negotiate with Landlord and Landlord and Tenant shall be unable
to negotiate in good faith the terms upon which the applicable portion of the Offer
Space is to be leased within twelve (12) business days following receipt by Landlord
of Tenant’s notice, time being of the essence in respect of either such time period,
Landlord shall be free at any time thereafter to enter into a lease of such portion
of the Offer Space and Tenant shall have no further rights with respect to such
previously-offered portion of the Offer Space. It is understood and agreed that the
provisions of this Section 15 shall be null and void and of no further force and
effect after September 30, 2009 (Landlord having no further obligation to offer any
portion of the Offer Space to Tenant after such date).
	 
	 	 	(C) If Tenant shall exercise any such right of first offer and if, thereafter,
the then occupant of the premises with respect to which Tenant shall have so
exercised such right wrongfully fails to deliver possession of such premises at the
time when its tenancy is scheduled to expire, Landlord shall use all reasonable
efforts and due diligence (which shall be limited to the commencement and prosecution
thereafter of eviction proceedings and to the payment of legal fees and other
expenses reasonably associated with such proceedings but which shall not require the
taking of any appeal) to evict such occupant from the applicable portion of the Offer
Space and to deliver possession of the applicable portion of the Offer Space to
Tenant as soon as may be practicable. Commencement of the term of Tenant’s occupancy
and lease of such additional space shall, in the event of such holding over by such
occupant, be deferred until possession of the additional space is delivered to
Tenant. The failure of the then occupant of such premises to so vacate shall not give
Tenant any right to terminate the Lease or to deduct from, offset against or withhold
Annual Fixed Rent, additional rent or other charges due under the Lease (or any




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	 	 	portions thereof), provided that the obligation to pay rent with respect to such
portion of Offer Space shall not commence until the delivery of such space.
	 
	16.	 	In no event shall Tenant have the right to terminate or cancel the Lease or to
withhold
rent or to set-off any claim or damages against rent as a result of any default
by Landlord
or breach by Landlord of its covenants or warranties or promises under the
Lease, except
as otherwise expressly provided in the Lease to the contrary and except in the
case of a
wrongful eviction of Tenant from the demised premises (constructive or actual)
by
Landlord continuing after notice to Landlord thereof and a reasonable
opportunity for
Landlord to cure the same. Further, except as otherwise expressly provided in
the Lease
to the contrary, the Tenant shall not assert any right to deduct the cost of
repairs or any
monetary claim against the Landlord from rent thereafter due and payable, but
shall look
solely to the Landlord for satisfaction of such claim.
	 
	17.	 	(A) As an inducement to Landlord to enter into this Second Amendment,
Tenant
hereby represents and warrants that: (i) Tenant is not, nor is it owned or
controlled
directly or indirectly by, any person, group, entity or nation named on any list
issued by
the Office of Foreign Assets Control of the United States Department of the
Treasury
(“OFAC”) pursuant to Executive Order 13224 or any similar list or any law,
order, rule
or regulation or any Executive Order of the President of the United States as a
terrorist,
“Specially Designated National and Blocked Person” or other banned or blocked
person
(any such person, group, entity or nation being hereinafter referred to as a
“Prohibited
Person”); (ii) Tenant is not (nor is it owned, controlled, directly or
indirectly, by any
person, group, entity or nation which is) acting directly or indirectly for or
on behalf of
any Prohibited Person; and (iii) Tenant (any person, group, or entity which
Tenant
controls, directly or indirectly) has not conducted nor will conduct business
nor has
engaged nor will engage in any transaction or dealing with any Prohibited
Person,
including without limitation any assignment of the Lease or any subletting of
all or any
portion of the Premises or the making or receiving of any contribution or funds,
goods or
services to or for the benefit of a Prohibited Person. In connection with the
foregoing, it
is expressly understood and agreed that (x) any breach by Tenant of the
foregoing
representations and warranties shall be deemed an immediate Event of Default by
Tenant
under Section 7.1 of the Lease (without the benefit of notice or grace) and
shall be
covered by the indemnity provisions of Section 5.7 of the Lease, and (y) the
representations and warranties contained in this subsection shall be continuing
in nature
and shall survive the expiration or earlier termination of the Lease.
Notwithstanding
anything contained herein to the contrary, for the purposes of this subsection
(A) the
phrase “owned or controlled directly or indirectly by any person, group, entity
or nation”
and all similar such phrases shall not include (x) any shareholder owning an
interest of
five percent (5%) or less in Tenant or (y) any holder of a direct or indirect
interest in a
publicly traded company whose shares are listed and traded on a United States
national
stock exchange.
	 
	 	 	(B) As an inducement to Tenant to enter into this Second Amendment, Landlord




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	 	 	hereby represents and warrants that: (i) Landlord is not, nor is it owned or
controlled directly or indirectly by, any person, group, entity or nation named
on any list issued by the Office of Foreign Assets Control of the United States
Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 or any
similar list or by any law, order, rule or regulation or any Executive Order of
the President of the United States as a terrorist, “Specially Designated
National and Blocked Person” or other banned or blocked person (any such person,
group, entity or nation being hereinafter referred to as a “Prohibited Person”);
(ii) Landlord is not (nor is it owned or controlled, directly or indirectly, by
any person, group, entity or nation which is) acting directly or indirectly for
or on behalf of any Prohibited Person; and (iii) neither Landlord (nor any
person, group, entity or nation which owns or controls Landlord, directly or
indirectly) has conducted or will conduct business or has engaged or will engage
in any transaction or dealing with any Prohibited Person, including without
limitation the making or receiving of any contribution of funds, goods or
services to or for the benefit of a Prohibited Person. In connection with the
foregoing, is expressly understood and agreed that the representations and
warranties contained in this subsection shall be continuing in nature and shall
survive the expiration or earlier termination of this Lease. Notwithstanding
anything contained herein to the contrary, for the purposes of this subsection
(B) the phrase “owned or controlled directly or indirectly by any person, group,
entity or nation” and all similar such phrases shall not include (x) any
shareholder of Boston Properties, Inc., (y) any holder of a direct or indirect
interest in a publicly traded company whose shares are listed and traded on a
United States national stock exchange or (z) any limited partner, unit holder or
shareholder owning an interest of five percent (5%) or less in Boston Properties
Limited Partnership or the holder of any direct or indirect interest in Boston
Properties Limited Partnership.






	18.	 	(A) Tenant warrants and represents that Tenant has not dealt with any
broker in
connection with the consummation of this Second Amendment other than Cresa
Partners
(“Cresa”); and in the event any claim is made against Landlord relative to
dealings by
Tenant with brokers other than Cresa, Tenant shall defend the claim against
Landlord
with counsel of Tenant’s selection first approved by Landlord (which approval
will not
be unreasonably withheld) and save harmless and indemnify Landlord on account of
loss,
cost or damage which may arise by reason of such claim.
	 
	 	 	(B) Landlord warrants and represents that Landlord has not dealt with any
broker other than Cresa in connection with the consummation of this Second
Amendment; and in the event any claim is made against Tenant relative to
dealings by Landlord with brokers, Landlord shall defend the claim against
Tenant with counsel of Landlord’s selection first approved by Tenant (which
approval will not be unreasonably withheld) and save harmless and indemnify
Tenant on account of loss, cost or damage which may arise by reason of such
claim. Landlord shall be responsible for the payment of the commission owed to
Cresa in connection with this Second Amendment.
	 
	19.	 	Except as otherwise expressly provided herein, all capitalized terms used herein
without
definition shall have the same meanings as are set forth in the Lease.




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	20.	 	Except as herein amended the Lease shall remain unchanged and in
full force and effect. All references to the “Lease” shall be deemed to be
references to the Original Lease as amended by the Letter Agreement, First
Amendment and as herein amended.




WITNESS the execution hereof under seal as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	BOSTON PROPERTIES LIMITED PARTNERSHIP

	 	 
	/s/ [ILLEGIBLE]	 	 	 	By:	 	BOSTON PROPERTIES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	/s/ David C. Provost	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	David C. Provost	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Boston Properties	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	IONA TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Christopher Mirabile	 	 	 	By:	 	/s/ Peter M. Zotto	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Christopher Mirabile
	 	 	 	 	 	Name:
	 	Peter Zotto	 	 
	 

	 	Title:
	 	Secretary
	 	 	 	 	 	Title:
	 	CEO	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Hereto duly authorized	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Treasurer or Assistant Treasurer
	 	
	 

	 	 	 	 	 	 	 	 	 	 	 	Hereto duly authorized	 	 








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EXHIBIT A

Rentable Area of the Remaining Premises

30,331 RSF




 





















 








EXHIBIT B

Right of First Offer Spaces