Unassociated Document


    SUBLEASE
BETWEEN

    MEREDITH
CORPORATION, SUBLANDLORD

    AND

    INTRALINKS,
INC. SUBTENANT

     

    THIS
SUBLEASE is made as of the 24th day of
September, 2007, by and between Meredith Corporation, an Iowa corporation,
having an office at 1716 Locust Street, Des Moines, Iowa 50309 (hereinafter
called "Sublandlord"), and Intralinks, Inc., a Delaware corporation, having an
office at 1372 Broadway, New York, New York 10018 (hereinafter called
"Subtenant").

     

    WITNESSETH

     

    WHEREAS:

    A.           By
lease dated September 6, 1996, (which lease as the same has been or may be
amended is hereinafter referred to as the "Overlease"), Hiro Real Estate Co.
(hereinafter called "Overlandlord") leased to Gruner + Jahr Printing and
Publishing Company, predecessor in interest and title to Sublandlord with
respect to certain space (hereinafter called the "Leased Space") in the building
known as 150 East 42nd Street, New York, New York (hereinafter called the
"Building") in accordance with the terms of the Overlease. The documents
comprising the Overlease are set forth on Exhibit A annexed hereto.

    B.           Sublandlord
and Subtenant desire to consummate a subleasing of a portion of the Leased Space
on terms and conditions contained in this agreement (hereinafter called the
"Sublease").

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
contained, it is hereby agreed as follows:

     

    
      
        
        

      

      
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    1.

    1.1.           Sublandlord
hereby leases to Subtenant and Subtenant hereby hires from Sublandlord the
Premises (defined herein) consisting of a portion of the 8th Floor of the Leased
Space (the "Premises") which space is shown on Exhibit B annexed hereto and made
a part hereof, consisting of an approximate and agreed-upon 28,100 rentable
square feet, for a term (the "Sublease Term") to commence on the later of
Overlandlord's consent to the subleasing of the Premises by way of this Sublease
or the completion of the Sublandlord's Demising and Demolition Work (the
"Sublease Commencement Date") and to end on July 30, 2011 (hereinafter called
the "Sublease Expiration Date"). Subtenant shall furnish drawings and
specifications for the demolition work which it wishes to have Sublandlord
perform (Sublandlord's "Demolition Work") within five (5) business days after
receiving from Sublandlord a signed copy of this Sublease, notwithstanding the
fact that Subtenant acknowledges that this Sublease shall be effective only when
and if Overlandlord provides written consent. Sublandlord shall perform the
demolition work using a general contractor selected through customary
competitive bidding practices. Subtenant shall reimburse Sublandlord for
Sublandlord's Demolition Work within thirty (30) days of the Sublease
Commencement Date. Provided that Subtenant has timely furnished the demolition
drawings and specifications as provided above and further provided that the
scope and scale of work allows, Sublandlord's Demising and Demolition Work shall
be completed no later than fifteen (15) business days after the receipt of
Overlandlord's consent. If Sublandlord fails to complete Sublandlord's Demising
and Demolition Work and deliver possession of the Premises for any reason, other
than delays caused by Subtenant, within thirty (30) business days of
Overlandlord's consent, then Subtenant shall have the right to terminate this
Sublease upon five (5) days written notice to Sublandlord, unless Sublandlord
shall deliver the Premises to Subtenant, in the condition required herein,
within such five (5) day period.

     

    
      
        
        

      

      
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    (a)           The
fixed rental rate shall be One Million One Hundred Ninety Four Thousand Two
Hundred and Fifty Dollars ($1,194,250) per annum during the period commencing on
the Sublease Commencement Date and ending twelve months later (i.e., $99,521 per
month).

    (b)           Fixed
rent shall increase 2% on each annual anniversary of the Sublease Commencement
Date and be paid by Subtenant to Sublandlord at Sublandlord's address set forth
above (or such other location as Sublandlord shall designate) by check drawn on
a bank which is a member of the New York Clearing House Association in equal
monthly installments in advance, on the first day of each month during the
Sublease Term without any set-off, off-set, abatement or reduction whatsoever,
except that Subtenant shall not be required to pay monthly rent of $99,521 for
the first four (4) months of the Sublease Tem. The first three (3) months of
rent abatement reflect a rent-free period and the fourth month of rent abatement
is in lieu of Sublandlord's contribution to Subtenant's alterations to the
Premises (hereinafter collectively referred to as "Rent-Free Period"). All fixed
rent payable by Subtenant pursuant to Section 1.1 or 1.2 of Sublease shall be
hereinafter called "Rent".

    1.2.           Real
Estate Taxes: Subtenant shall pay a proportionate share of increases of real
estate taxes over a 2007/2008 fiscal base year. Special or general assessments,
if billable, are to be billed as though paid over the longest period permitted
by law. The real estate tax base year amount, for purposes of calculating
Subtenant's escalation, shall not be reduced by certiorari or otherwise once it
appears on the tax rolls. Subtenant's proportionate share shall be the quotient
of a fraction, the numerator of which is the Premises' rentable area (28,100 sq.
ft.) and the denominator of which shall be the Building's currently agreed upon
rentable area (1,452,729 sq. ft.).

     

    
      
        
        

      

      
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    1.3           Security
Deposit: Subtenant shall deposit six (6) months rent or $597,126 in cash as
security for the faithful performance and observance by Subtenant of the terms
and conditions of this Sublease. In lieu of the cash security deposit, Subtenant
may deliver to Sublandlord and shall maintain in effect at all times during the
Sublease term an irrevocable letter of credit in the same amount as the cash
security deposit otherwise required. If Subtenant has not previously defaulted
its obligation to pay Rent, the security deposit shall be reduced to three (3)
months Rent or $298,563 on the second anniversary of the Sublease Commencement
date.

    1.4           Option
to Extend: Subtenant shall have the right to extend its Sublease of the Premises
for the term and upon the conditions provided in the Overlease, subject,
however, to Sublandlord's extension of the Overlease and Sublandlord's election
to recapture the space for its own use. Subtenant shall provide notice not less
than six (6) months before the end of the initial Sublease Term or such earlier
date as the Overlease may require.

    1.5           Right
of First Offer: Subtenant shall have a right of first offer on the balance of
Sublandlord's remaining space on the 8th Floor of the building (the "Remaining
Premises"), as such space may become available (but in any event, at any time
during the Sublease Term hereof that Sublandlord determines to cease occupying
such space for its own operations), at the same rental and escalation rates as
provided for herein, Sublandlord will notify Subtenant in writing of any such
availability. Subtenant shall then have ten (10) business days in which to
advise Sublandlord whether it will proceed with a Sublease of the Remaining
Premises or any portion thereof, which shall be memorialized by modification to
this Sublease which increases the rented square footage by an approximate and
agreed upon 15,204 rentable square feet, and, accordingly, the Rent due under
this Sublease and any such modification. If Subtenant declines to exercise such
right or does not respond to Sublandlord's notice within such ten (10) business
day period, then Sublandlord may sublease the Remaining Premises or any portion
thereof in its discretion to any third party; provided, however, that: (i)
Sublandlord shall not lease the Remaining Premises or any portion thereof to a
third party at a price per square foot less than the Rent payable by Subtenant
hereunder without first offering the Remaining Premises or any portion thereof
to Subtenant at such reduced rate, and (ii) if Sublandlord does not enter into a
sublease with a third party for the Remaining Premises or any portion thereof
within six (6) months after delivery of its notice of availability to Subtenant,
then Subtenant's right of first offer shall be renewed and a new notice of
availability must be delivered to Subtenant before any offer for the Remaining
Premises or any portion thereof is made or accepted with a third
party.

     

    
      
        
        

      

      
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    2.

    2.1.           Assignment
and/or Subletting: Subtenant shall have the right to assign or sublease all or
part of the Premises to Subtenant's affiliates or parent company or to any
company Subtenant has acquired or with which it has merged, or which has
acquired Subtenant (collectively referred to as a "Related Entity"), without
Sublandlord's prior written consent. All other subleases or assignments will be
subject to Sublandlord's consent, which will not be unreasonably withheld or
delayed. Sub-sublease rent in excess of Rent payable under this Sublease shall
be shared equally between Sublandlord and Subtenant after Subtenant has
recaptured all of the costs it has incurred in connection with any such
assignment or sublease provided that no such sharing shall be due in connection
with a sub-sublease or assignment to a Related Entity. Sublandlord shall have
the right to recapture the premises if Subtenant assigns this Sublease or shall
have the right to recapture the affected portion of the Premises if Subtenant
sub-subleases any portion of the Premises for the then balance of the Sublease
Term, provided that (i) Sublandlord shall have no right of recapture in
connection with any assignment or sub-sublease between Subtenant and a Related
Entity, and (ii) in connection with any sub-sublease to a non-related entity,
the portion of the Premises to be so sublet must be (a) capable of being demised
in accordance with applicable law, and (b) must constitute a marketable unit of
space.

     

    
      
        
        

      

      
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    3.

    3.1           Except
as herein otherwise expressly provided and except for the obligation to pay Rent
and additional rent under the Overlease, all of the terms, covenants, conditions
and provisions in the Overlease, to the extent that they relate to the Premises,
are hereby incorporated in, and made a part of this Sublease, and such rights
and obligations as are contained in the Overlease are hereby imposed upon the
respective parties hereto; the Sublandlord herein being substituted for the
Landlord named in the Overlease, and the Subtenant herein being substituted for
the Tenant named in the Overlease; provided, however, that the Sublandlord
herein shall not be liable for any defaults, or representations or warranties
made by Overlandlord in such Overlease. Subtenant and Sublandlord each covenant
and agree that they shall not act nor omit any action which such action or
omission would have the effect of creating a breach on the part of Sublandlord
or Subtenant or its respective successors and assigns, of any of the terms,
provisions, covenants or conditions of the Overlease, and each further agree
that they shall not do or omit or permit anything to be done which would cause
the Overlease to be terminated or forfeited by virtue of any rights of
termination or forfeiture reserved or vested in Overlandlord in accordance with
the terms of the Overlease.

     

    
      
        
        

      

      
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    3.2           If
the Overlease shall be terminated for any reason during the term hereof, then
and in that event, this Sublease shall thereupon automatically terminate and
Sublandlord shall have no liability to Subtenant by reason thereof unless the
termination results from the action or omission of Sublandlord or a breach or
default under the Overlease by Sublandlord. Sublandlord shall promptly notify
Subtenant if Sublandlord shall default in any of its obligations under the
Overlease. Should Sublandlord fail to cure said default within a reasonable
time, then Subtenant may, but shall have no obligation to, cure such default on
behalf of Sublandlord. In the event of such Sublandlord default, Sublandlord
shall reimburse, hold harmless and indemnify Subtenant for any and all amounts
required to be paid and obligations required to be incurred by Subtenant to cure
such default. In addition to whatever additional remedies Subtenant may have,
Subtenant may deduct from the Rent, Real Estate Taxes and any additional rent
due hereunder, Subtenant's cost and expense of curing such default.

     

    
      
        
        

      

      
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    Upon the
termination of this Sublease, whether by forfeiture, lapse of time or otherwise,
or upon the termination of Subtenant's right to possession, Subtenant will at
once surrender and deliver up the Premises in good condition and repair,
reasonable wear and tear excepted. Notwithstanding any language to the contrary
contained in this Sublease, Subtenant agrees that Sublandlord may at any time
after the date hereof surrender the Overlease and the Leased Space thereunder to
Overlandlord, provided Overlandlord shall deliver a written agreement to
Subtenant providing that notwithstanding such surrender Overlandlord shall not
disturb Subtenant's occupancy of the Premises so long as Subtenant is not in
default hereunder if Subtenant shall at Overlandlord's election either (i)
attorn to Overlandlord as if Overlandlord were the Sublandlord hereunder or (ii)
enter into a lease with Overlandlord for the remaining Sublease Term on the same
terms and conditions contained herein.

    3.3           For
purposes of this Sublease, Sections 1.2, 1.3, 1.4, 1.8, 4.1, 4.2, 4.6, 4.7, 5.5,
5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 14.6, 29, last two sentences of 30.1, 37, 38,
39, Exhibit Q and Schedules 2 and 3 of the Lease, First Amendment of Lease, and
the Second Amendment of Lease, and all references in the Overlease to the
aforesaid Sections of the Overlease shall not be deemed incorporated in or made
a part hereof nor any other provision of the Overlease which does not bear in
any respect on the occupancy of the Premises by the Subtenant. For purposes of
this Sublease, Section 10.2. (a) (i) shall be modified by (i) naming Subtenant
as an additional insured under the policy of commercial general liability
insurance which Sublandlord is obligated to maintain as Tenant under the
Overlease and (ii) to change the minimum limit with respect to each occurrence
by deleting $5,000,000 and substituting $2,000,000.

     

    
      
        
        

      

      
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    4.

    4.1.           Subtenant
has examined the Premises, is aware of the physical condition thereof, and
agrees to take the same "as is," in its current condition and state of repair,
latent defects related to or arising from the existing tenant installations
excepted. Notwithstanding the foregoing, nothing in this Sublease shall be
interpreted to release Overlandlord from liability for latent defects in the
Premises whether or not arising in connection with a tenant installation, and
Sublandlord shall take appropriate action to secure the remedy of any such
latent defects or shall permit Subtenant to act in Sublandlord's name as more
particularly provided in Section 7.1 of this Sublease. Notwithstanding the
foregoing, Sublandlord, at its sole cost and expense, except as specifically
provided herein, shall complete and/or supply the following work:

    a.           Provide
a base-building HVAC system that performs in accordance with the
Overlease.

    b.           Deliver
premises that are fully ADA compliant, including life safety systems, with fully
code-compliant sprinklers and fire safety equipment installed as required, and
access to ADA compliant base-building lavatories.

    c.           Deliver
premises, and areas that are free of known asbestos and known hazardous
substances. To the extent that Subtenant's alterations to the Premises reveal
the existence of asbestos or other hazardous substances in the Premises,
Sublandlord shall be responsible, at its sole cost and expense, for the prompt
removal or abatement of such substance in full compliance with law.

     

    
      
        
        

      

      
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    d.           Deliver
premises that are fully demised in accordance with all applicable laws, per the
attached plans and specifications as set forth on Exhibit C attached
hereto.

    e.           Deliver
premises broom-clean and vacant, except Sublandlord shall leave in place the
existing furniture at no cost to Subtenant. The Subtenant shall dispose of any
unwanted furniture as it deems appropriate at its sole cost and
expense.

    f.           Deliver
the Premises with Sublandlord's Demolition Work having been
completed.

    4.2.           Subtenant
shall have the right to competitively bid the making of alterations to its
premises, using qualified contractors of Subtenant's choice. Subtenant shall pay
to Sublandlord actual and reasonable costs incurred for the review of drawings
and inspection of work, but shall pay Sublandlord no other fees in connection
with its build-out, including supervisory, management or overhead fees, unless
for services requested and actually rendered.

    4.3.           Subtenant
shall be permitted to install supplement cooling and heating equipment to serve
portions of its premises 24 hours per day, 7 days per week, subject to
Overlandlord's approval. Sublandlord shall cooperate with Subtenant in obtaining
Overlandlord's permission to locate its HVAC units on adjacent or nearby roof
setbacks. Subtenant shall pay any and all initial and ongoing charges relative
to supplemental HVAC. Sublandlord shall use best efforts to facilitate
Subtenant's completion and approval of the proposed installation of such
equipment, however, Sublandlord shall not be required to incur any cost or
expense in connection therewith unless the Subtenant shall have agreed in
writing to reimburse Sublandlord for such expenses.

     

    
      
        
        

      

      
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    5.

    5.1.           Subtenant
agrees that the Premises shall be occupied only as executive, administrative and
general offices for Subtenant's business.

    6.

    6.1.           This
Sublease is conditioned upon the consent by Overlandlord to this Sublease which
consent shall be evidenced by Overlandlord's signature appended hereto or a
separate consent in the form utilized by Overlandlord for such
purposes.

    6.2.           Except
as otherwise specifically provided herein, wherever in this Sublease Subtenant
is required to obtain Sublandlord's consent or approval, Subtenant understands
that Sublandlord may be required to first obtain the consent or approval of
Overlandlord. Sublandlord shall use diligence and make commercially reasonable
efforts to obtain such consents, provided that if Overlandlord should refuse
such consent or approval, Subtenant agrees that Sublandlord shall not be
required to dispute any determinations or other assertions or claims of
Overlandlord regarding such refusal. Should Sublandlord elect not to dispute any
such determinations, assertions or claims by Overlandlord, Sublandlord hereby
grants Subtenant the right to dispute the same in its own name without
Sublandlord's consent and the right to resolve such disputes to its own
satisfaction, provided that Subtenant shall bear any and all costs and expenses
of any such dispute and/or settlement and provided further that Sublandlord
shall not be bound without its consent by any settlement, agreement or
resolution reached by Subtenant and Overlandlord in regard to any such dispute,
or by any decree, judgment or penalty resulting therefrom.

     

    
      
        
        

      

      
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    7.

    7.1.           Subtenant
acknowledges that all services, repairs, restorations, equipment and access to
and for the Premises and any insurance coverage of the Building will in fact be
provided by Overlandlord, and Sublandlord shall have no obligation during the
term of this Sublease to provide any such services, repairs, restorations,
equipment, access or insurance. Subtenant agrees to look solely to Overlandlord
for the furnishing of such services, repairs, restorations, equipment, access
and insurance. Sublandlord shall in no event be liable to Subtenant nor shall
the obligations of Subtenant hereunder be impaired or the performance thereof
excused because of any failure or delay on Overlandlord's part in furnishing
such services, repairs, restorations, equipment, access or insurance. If
Overlandlord shall default in any of its obligations to Sublandlord with respect
to the Premises, Subtenant shall be entitled to participate with Sublandlord in
the enforcement of Sublandlord's rights against Overlandlord, but Sublandlord
shall have no obligation to bring any action or proceeding or to take any steps
to enforce Sublandlord's rights against Overlandlord. If, after written request
from Subtenant, Sublandlord shall fail or refuse to take appropriate action for
the enforcement of Sublandlord's rights against Overlandlord with respect to the
Premises within a reasonable period of time considering the nature of
Overlandlord's default, Subtenant shall have the right to take such action in
its own name, and for that purpose and only to such extent, all of the rights of
Sublandlord under the Overlease hereby are conferred upon and assigned to
Subtenant and Subtenant hereby is subrogated to such rights to the extent that
the same shall apply to the Premises. If any such action against Overlandlord in
Subtenant's name shall be barred by reason of lack of privity, nonassignability
or otherwise, Subtenant may take such action in Sublandlord's name provided
Subtenant has obtained the prior written consent of Sublandlord, which consent
shall not be unreasonably withheld or delayed, provided, and Subtenant agrees,
that Subtenant shall indemnify and hold Sublandlord harmless from and against
all liability, loss, damage or expense, including, without limitation,
reasonable attorney's fees, which Sublandlord shall suffer or incur by reason of
such action. Notwithstanding the foregoing in regard to Sublandlord's provision
of services to Subtenant, Sublandlord shall, at Subtenant's election, provide
Subtenant and the Premises with security services. Subtenant shall pay its
proportionate share of all out of pocket costs to Sublandlord in connection with
providing the foregoing services. Subtenant upon written notice to the
Sublandlord, given at any time, may discontinue the use of all or any part of
the foregoing services, and subject to Section 15.1 may install its own security
system.

     

    
      
        
        

      

      
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    7.2.           Anything
contained in any provisions of this Sublease to the contrary notwithstanding,
Subtenant agrees, with respect to the Premises, to comply with and remedy any
default claimed by Overlandlord and caused by Subtenant, within the period
allowed to Sublandlord as tenant under the Overlease, even if such time period
is shorter than the period otherwise allowed in the Overlease, due to the fact
that notice of default from Sublandlord to Subtenant is given after the
corresponding notice of default from Overlandlord. Sublandlord agrees to forward
to Subtenant, upon receipt thereof by Sublandlord, and in all events, no later
than one (1) business day thereafter, a copy of each notice of default received
by Sublandlord in its capacity as tenant under the Overlease. Subtenant agrees
to forward to Sublandlord, upon receipt thereof, copies of any notices received
by Subtenant with respect to the Premises from Overlandlord or from any
governmental authorities.

     

    
      
        
        

      

      
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    8.

    8.1           Shared
Access: Subtenant shall grant Sublandlord reasonable access to the freight
elevator and the Sublandlord's telephone closet (Meredith room number
designation 08-N211) located within the Premises. Meredith acknowledges that
IntraLinks' business requires safeguarding confidential client information and
agrees that except in the case of emergency threatening imminent danger to life
or property, Meredith shall have access to the telephone closet only during
business hours and only when accompanied by a representative from IntraLinks.
IntraLinks shall have the right to install a surveillance camera in the
telephone closet and to secure the telephone closet using a card key or similar
access system of IntraLinks' selection, provided that the vendor and system are
approved pursuant to Section 15.1 below if relevant. Upon request from Meredith,
IntraLinks will provide Meredith with a reasonable number of card keys for
access to the telephone closet. Each person receiving a card key will be
specifically identified to IntraLinks. Meredith will advise each such person of
IntraLinks' need to safeguard the confidentiality of information which
IntraLinks receives and transmits, and will advise each person who receives such
a card key of the agreements contained in this Section 8.1. Meredith shall take
no action which would result in discontinuing the supply of electrical power to
the telephone closet.

     

    
      
        
        

      

      
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    9.

    9,1           Sublandlord
represents and warrants (a) that it is the holder of the interest of the tenant
under the Overlease, (b) that the Overlease is in full force and effect, (c)
that neither Sublandlord or Overlandlord are currently in default under the
terms of the Overlease, nor are any conditions present that could ripen into a
default under the terms of the Overlease.

    10.

    10.1           This
Sublease is subject to, and Subtenant accepts this Sublease subject to, any
amendments and supplements to the Overlease hereafter made between Overlandlord
and Sublandlord, provided that any such amendment or supplement to the Overlease
will not prevent or adversely affect the use by Subtenant of the Premises in
accordance with the terms of this Sublease, increase the obligations of
Subtenant or decrease its rights under the Sublease or in any other way
materially adversely affect Subtenant.

    10.2           This
Sublease is subject and subordinate to the Overlease and to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which the Premises are a part and all renewals,
modifications, replacements and extensions of any of the foregoing. This Section
10.2 shall be self-operative and no further instrument of subordination shall be
required. To confirm such subordination, Subtenant shall execute promptly any
certificate that Sublandlord may request.

    11.

    11.1           Sublandlord
and Subtenant covenant, warrant and represent that they have not dealt with any
broker or finder except Cushman & Wakefield, Inc., as agent for Sublandlord
("Sublandlord's Broker") and Commercial Tenant Real Estate Representation, Ltd.,
as agent for Subtenant ("Subtenant's Broker" and together with Sublandlord's
Broker, the "Brokers") concerning the renting of the Premises to Subtenant.
Sublandlord and Subtenant agree to indemnify and hold each other harmless from
and against any claims or suits for a brokerage commission or finder's fee
arising out of any conversations or negotiations had by Sublandlord or
Subtenant, respectively, with any broker or finder with respect to this
Sublease, except the Brokers. Sublandlord agrees to pay any fee or commission
owing to the Brokers pursuant to a separate agreement made by Sublandlord and
Sublandlord's Broker, which agreement provides for Subtenant's Broker to be
compensated pursuant to a separate agreement made between the
Brokers.

     

    
      
        
        

      

      
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    12.

    12.1           Subtenant
shall pay to Sublandlord any "Tenant Surcharges." "Tenant Surcharges" shall mean
any and all amounts other than Rent and Article 5 Rent which, by the terms of
the Overlease, become due and payable by Sublandlord to Overlandlord as
additional rent or otherwise and which would not have become due and payable but
for the acts, requests for services, and/or failures to act of Subtenant, its
agents, officers, representatives, employees, servants, contractors, invitees,
licensees or visitors under this Sublease, including, but not limited to: (i)
any increases in Overlandlord's fire, rent or other insurance premiums,
resulting from any act or omission of Subtenant, (ii) any additional charges to
Sublandlord on account of Subtenant's use of heating, ventilation or air
conditioning after hours, (iii) any charges which may be imposed on Sublandlord,
to the extent that such charges are attributable to the Premises or the use
thereof or services or utilities provided thereto, and (iv) any additional
charges to Subtenant on account of Subtenant's use of cleaning and elevator
services after hours or in excess of normal usage. Notwithstanding the
foregoing, Subtenant shall have no liability for charges payable by Sublandlord
(as tenant under the Overlease) pursuant to Articles 5.1 and 5.5 thereunder.
Within a reasonable time after receipt by Sublandlord of any statement or
written demand from Overlandlord including any Tenant Surcharges, Sublandlord
will furnish Subtenant with a copy of such statement or demand, together with
Sublandlord's statement of the amount of any such Tenant Surcharges, and
Subtenant shall pay to Sublandlord the amount of such Tenant Surcharges within
five (5) days after Subtenant's receipt of such statement or demand; provided,
however, that in any instance in which Subtenant shall receive any such
statement or demand directly from Overlandlord, Subtenant may pay the amount of
the same directly to Overlandlord. Payments shall be made pursuant to this
Section 12.1 notwithstanding the fact that the statement to be provided by
Sublandlord may be furnished to Subtenant after the expiration of the Sublease
Term and notwithstanding the fact that by its terms this Sublease shall have
expired or have been cancelled or terminated.

     

    
      
        
        

      

      
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    13.

    13.1           Any
notice, demand or communication which, under the terms of this Sublease or under
any statute or municipal regulation must or may be given or made by the parties
hereto, shall be in writing and given or made by mailing the same by registered
or certified mail, return receipt requested, or by nationally recognized
overnight delivery service which provides for a signed receipt upon delivery,
addressed to the party for whom intended at its address as aforesaid, except
that, after the Sublease Commencement Date, Subtenant's address shall be deemed
to be the Premises unless Subtenant shall give notice to the contrary. Notices
to Subtenant pursuant to this provision shall be directed to Subtenant's general
counsel. Either party, however, may designate such new or other address or
persons to which such notices, demands or communications thereafter shall be
given, made or mailed by notice given in the manner prescribed herein. Any such
notice, demand or communication shall be deemed given or served, as the case may
be, on the date of the mailing thereof.

     

    
      
        
        

      

      
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    14.

    14.1           Subtenant
shall pay all charges payable under the Sublease for all electric current used
in the Premises without markup by the Sublandlord. Notwithstanding anything to
the contrary contained herein or in the Overlease, Sublandlord and Subtenant
shall mutually agree on an equitable method to establish accurate electrical
charges for any portion of the Premises served by a common electrical
meter.

    14.2           Subtenant's
use of electric current in the Premises shall not at any time exceed the
capacity of any of the electrical conductors and equipment in or otherwise
serving the Premises. Subtenant shall not make or perform or permit the making
or performing of, any alterations to wiring installations or other electrical
facilities in or serving the Premises without the prior consent of Overlandlord
and Sublandlord in each instance. Subtenant hereby agrees to pay all costs of
operating such alternative or additional lighting, appliances and equipment, and
agrees to indemnify Sublandlord for any and all costs which may be charged to
Sublandlord by reason of Subtenant's installation or use of such alternative or
additional lighting, appliances and equipment. If, as a condition to giving its
consent to such installation, Overlandlord requires Sublandlord to pay for the
additional facilities needed to provide the additional capacity, Subtenant will,
as and when such payment or payments are required to be made, pay Sublandlord
the amount of such payment or payments.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    15.

    15.1           Subtenant
may make no changes, alterations, additions, improvements or decorations in, to
or about the Premises without Overlandlord's and Sublandlord's prior written
consent, which in the case of Sublandlord shall not be unreasonably conditioned,
withheld or delayed, and further provided that Sublandlord shall use reasonable
efforts to obtain Overlandlord's consent as provided in Section 6.2
above

    Upon the
expiration of the Sublease Term, Subtenant shall remove any alterations,
additions, improvements or decorations affixed to the Premises from or about the
Premises or otherwise restore the Premises to the original condition of the
Premises on the Sublease Commencement Date, unless such alterations, additions,
improvements or decorations were made pursuant to consents obtained from
Sublandlord and Overlandlord as required above, in which case Subtenant shall
have no obligation to remove such alterations, additions, improvements or
decorations or otherwise restore the Premises. Upon the expiration of the
Sublease Term, Subtenant shall remove its personal property from the
Premises.

    15.2           Subtenant
may install signage on 8th floor of the Building, in compliance with Building
requirements, and, if required, with the approval of the Sublandlord and the
Overlandlord. Sublandlord agrees to use its best efforts to obtain
Overlandlord's consent, if required, to include, on the movable signage
currently used by Sublandlord, a reference to the location of Subtenant's
reception area at the Premises.

     

    
      
        
        

      

      
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    16.

    16.1           Subtenant
agrees to look solely to Sublandlord's estate and interest in this Sublease, and
the Premises, which shall include, but not be limited to (a) a sum equal to the
amount of rent, and additional rent paid hereunder, plus (b) the cost of any
rent and additional rent, tenant improvement costs (including telecommunications
or computer networking costs) and moving costs which IntraLinks incurs for
substitute premises if they become necessary as a result of Sublandlord's
actions or omissions, for the satisfaction of any right or remedy of Subtenant
for the collection of a judgment (or other judicial process) requiring the
payment of money by Sublandlord, in the event of any liability by Sublandlord,
and no other property or assets of Sublandlord shall be subject to levy,
execution, attachment, or other enforcement procedure for the satisfaction of
Subtenant's remedies under or with respect to this Sublease, the relationship of
Sublandlord and Subtenant hereunder, or Subtenant's use and occupancy of the
Premises, or any other liability of Sublandlord to Subtenant.

    16.3           Notwithstanding
anything to the contrary elsewhere herein, Sublandlord and Subtenant shall each
protect, indemnify and save the other harmless from and against all reasonable
costs and expenses (including, without limitation, reasonable counsel fees),
liabilities, losses, damages, injunctions, suits, actions, fines, penalties,
claims and demands of every kind and nature whatsoever, by or on behalf of any
person, party, governmental authority or other entity (including, without
limitation, all persons claiming by or through Sublandlord or Subtenant), by
reason or arising out of any act or failure to act by Sublandlord or Subtenant,
as the case may be, their officers, employees, agents, representatives,
contractors, subcontractors, invitees, licensees, or any failure by Sublandlord
or Subtenant to perform or observe any of the agreements, terms, covenants or
conditions of the Overlease or this Sublease on the Sublandlord's or Subtenant's
part to be performed or observed. Notwithstanding the foregoing, in no event
shall either party be liable for consequential damages hereunder.

     

    
      
        
        

      

      
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    17.

    17.1           So
long as Subtenant pays all of the Rent and other costs or charges due under this
Sublease, and performs all of Subtenant's other obligations hereunder,
Sublandlord shall not disturb or terminate Subtenant's leasehold estate
hereunder, subject, however, to the terms, provisions and obligations of this
Sublease and the Overlease.

    18.

    18.1           This
Sublease may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or
discharge is sought.

    18.2           This
Sublease shall not be binding upon either party unless and until it is signed by
both parties and a fully-executed counterpart thereof has been delivered to
Subtenant. This Section 18.2 shall not be deemed to modify the provisions of
Article 6 hereof.

    18.3           This
Sublease constitutes the entire agreement between the parties and all
representations and understandings have been merged herein.

     

    
      
        
        

      

      
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    18.4           This
Sublease shall inure to the benefit of all of the parties hereto, their
successors and (subject to the provisions hereof) their assigns.

    18.5           The
term "Sublandlord" as used in this Sublease shall mean only the Sublandlord
named herein, so that in the event of any assignment of the Overlease, the
Sublandlord named herein shall be and hereby is entirely freed and relieved of
all future covenants, obligations and liabilities of Sublandlord hereunder, and
it shall be deemed and construed without further agreement between the parties
or their successors in interest that the assignee of the Overlease has assumed
and agreed to carry out any and all such covenants, obligations and liabilities
of Sublandlord hereunder. Notwithstanding the foregoing, Sublandlord shall
remain liable to Subtenant for the return of any security deposit held as cash
unless and until Sublandlord transfers the security deposit to any such assignee
and such assignee has agreed in writing to return the security deposit to
Subtenant in accordance with the terms of this Sublease.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the
day and year first above written.

    
      
        	 	ATTEST.:
      

                MEREDITH
      CORPORATION 

              	 	 	,
	 	 	 	 	 
	 	
                /s/
      John S. Zieser

              	 	
                 

              	 
	By:	
                John
      S. Zieser

              	 	
                 

              	 


      

    

     

    
      
        
          
            	 	
                    
                      ATTEST.:

                      INTRALINKS,
      INC.

                    

                  	 	 	,
	 	 	 	 	 
	 	
                    /s/
      Gary Hirsch

                  	 	
                     

                  	 
	By:	
                    Gary
      Hirsh

                  	 	
                     

                  	 
	 	Senior
      Vice President and General Counsel	 	 	 
	 	IntraLinks,
      Inc.	 	 	 


          

        

         

        
          	STATE OF
    IOWA	 	)	 	 
	 	 	: 	ss.:	 
	COUNTY OF
      POLK  	 	)	 	 


        

      

       

      On the
27th
day of Sept., in the year 2007, before me personally came John S. Zieser, to me
known, who being by me duly sworn, did depose and say that he resides in W. Des
Moines, Iowa; that he is the CDO, Gen. Counsel and Secretary of Meredith Corp.,
the corporation described in and which executed the above instrument; and that
he signed his name thereto by order of the board of directors of said Meredith
Corporation.

       

      
        
          	
                   

                	 	 	
                  /s/
      Teresa T. Rinker

                	 
	
                   

                	 	 	
                  Notary
      Public

                	 
	 	 	 	 	 
	
                   

                	 	 	
                  
                    Teresa
      T. Rinker

                    Commission
      No. 121726

                    My
      Commission Expires

                    Oct.
      1, 2009

                  

                	 
	 	 	 	 	 


        

      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
         

        
          	STATE OF NEW
      YORK    	 	)	 	 
	 	 	: 	ss.:	 
	COUNTY OF NEW
      YORK	 	)	 	 


        

         

      

                                                       

      On the
24th
day of September, in the year 2007, before me personally came Gary Hirsch, to me
known, who being by me duly sworn, did depose and say that he resides in Wilton,
CT; that he is the SVP of IntraLinks, Inc., the corporation described in and
which executed the above instrument; and that he signed his name thereto by
order of the board of directors of said IntraLinks, Inc..

       

      
        
          
            	
                     

                  	 	 	
                    /s/
      Bridget S. Bowman

                  	 
	
                     

                  	 	 	
                    Notary
      Public

                  	 
	 	 	 	 	 
	
                     

                  	 	 	
                    
                      
                        
                          Bridget
      S. Bowman

                          Notary
      Public

                          State
      of New Jersey

                          No.
      2286977

                          My
      Commission Expires 4/25/2012

                        

                      

                    

                  	 
	 	 	 	 	 


          

        

         

      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
A

     

    OVERLEASE
DOCUMENTS

     

    Agreement
of Lease dated September 6, 1996 between Hiro Real Estate Co., as Landlord, and
Gruner + Jahr Printing and Publishing Company, as Tenant

     

    First
Amendment of Lease dated as of October 29, 1996 between Hiro Real Estate Co., as
Landlord, and Gruner + Jahr Printing and Publishing Company, as
Tenant

     

    Second
Amendment of Lease dated as of March 26, 1997 between Hiro Real Estate Co., as
Landlord, and Gruner + Jahr Printing and Publishing Company, as
Tenant

     

    Assignment
of Lease dated as of July 1, 2005 between Gruner + Jahr Printing and Publishing
Company, as Assignor and Meredith Corporation, as Assignee

     

    Consent
to Assignment dated as of June 30, 2005 between Hiro Real Estate Co., Gruner +
Jahr Printing and Publishing Company and Meredith Corporation

     

     

    
      
        
        

      

      
        25