EXHIBIT 10.27
THIRD AMENDMENT OF SUBLEASE
Reference is made to that certain Sublease dated June 28, 1999,
amended by a First Amendment dated October 12, 2001, and by a Second Amendment
dated February 2, 2001 (as so amended, the "Sublease"), between GIGA INFORMATION
GROUP, INC. (hereinafter "Sublessor") and INCERT SOFTWARE CORPORATION
(hereinafter "Sublessee"), relating to that certain premises comprised of
approximately 7,868 square feet of space and located on the first floor of
Building No. 1400, One ▇▇▇▇▇▇▇ Square in Cambridge, Massachusetts (hereinafter
the "Premises"). All capitalized terms not defined herein shall have the
meanings ascribed to them in the Sublease.
WHEREAS, Sublessor and Sublessee wish to extend the term of this
Sublease on the same terms and conditions as those set forth in the Sublease,
except as modified herein.
WHEREAS, Sublessor has extended the term of the Master Lease by a
First Amendment dated August 7, 2000 (as so amended, the "Master Lease").
WHEREAS, Sublessor has extended the term of the Master Lease by a
Second Amendment dated February 2, 2001 (as so amended, the "Master Lease").
NOW, THEREFORE, in consideration of the mutual promises contained
herein and both good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, Sublessor and Sublessee
hereby agree as follows:
1. Effective upon signing this Amendment, the Term is hereby extended for an
additional period of nine (9) months commencing on October 1, 2001 and
ending June 30, 2002 (the "Additional Term"). Sublessee shall have the
right to elect to further extend the Term of this Sublease for the period
commencing July 1, 2002 and ending on December 31, 2002, upon mutual
written agreement of the parties as to the fair market rental rate for
such period no later than May 1, 2002.
2. The Base Rent during the Additional Term shall be the sum of One Hundred
Fifty-Seven Thousand Five Hundred and 00/100 ($157,500.00) Dollars, in
equal monthly installments of Seventeen Thousand Five Hundred and 00/100
($17,500.00) Dollars, payable a advance on the first day of each and every
month. Paragraph 3 of the Sublease is hereby deleted in its entirety, the
parties hereby agreeing that the Base Rent set forth the previous sentence
shall be the gross amount payable by Sublessee under the Sublease from and
after the commencement of the Additional Term, except that Sublessee shall
continue to pay directly for the parking spaces in the parking garage
serving the Premises as required in Article 4 of the Master Lease, and
except that Sublessee shall pay to Sublessor as additional rent
Sublessee's pro rata share of amounts payable by Sublessor to Landlord, if
any, under the second sentence of Section 5.3 of the Master Lease and
under the second sentence of Section 5.4.3 of the Master Lease for
calendar years 2001 and 2002 (each such sentence providing for an annual
payment by Sublessor to Landlord of an amount equal to the difference, if
any, between the total of monthly estimated payments made by Sublessor to
Landlord over a calendar year for operating expenses and real estate
taxes, respectively, and the actual yearly expenditures made by Landlord),
prorated or the portion of the subject calendar year included in the term
of the Sublease.
3. The parties acknowledge that Sublessee's obligation to pay the amount of
rent due under the Sublease shown in Giga Invoice number 001003 and dated
September 14, 2001 is hereby waived and forgiven by Sublessor upon signing
this Agreement.
4. This Amendment negates and supercedes the sublease termination notice
letter delivered by Sublessee to Sublessor dated August 30, 2001.
This amendment shall be effective upon the consent of the Master Landlord as
required under the Master Lease.
Except modified by the First, Second and this Third Amendment of Sublease, the
Sublease shall remain unmodified and in full force and effect.
EXECUTED as a sealed instrument as of October 1, 2001.
SUBLESSOR:
GIGA INFORMATION GROUP, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
SUBLESSEE:
INCERT SOFTWARE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Director, Finance & Admin
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CONSENT OF OVERLANDLORD
The undersigned, being the Overlandlord of Premises described in the
aforesaid Sublease and the Landlord under the Master Lease referred to therein
hereby consents to the execution and delivery of the aforesaid Third Amendment
of Sublease.
WITNESS the due execution hereof under the seal as of October 1,
2001.
OVERLANDLORD:
ONE ▇▇▇▇▇▇▇ SQUARE ASSOCIATES, LLC
A Delaware limited liability company
One ▇▇▇▇▇▇▇ Square Mezzanine, LLC
Its sole member
One ▇▇▇▇▇▇▇ Square Investors, LLC
Its sole member
Lincoln-One ▇▇▇▇▇▇▇ Square LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Date signed: November 14, 2001
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