10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2013

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to            

Commission File Number 001-34832

INTRALINKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-8915510
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

150 East 42nd Street, 8th Floor New York, New York	10017
(Address of principal executive offices)	(Zip Code)

(212) 543-7700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.

Class	Outstanding at November 4 , 2013
Common Stock, par value $0.001 per share	55,952,538

INTRALINKS HOLDINGS, INC

QUARTERLY REPORT ON FORM 10-Q

For the quarter ended September 30, 2013

Table of Contents

	Page Number
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)	4
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Comprehensive Loss	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	31
ITEM 4. Controls and Procedures	31
PART II OTHER INFORMATION	32
ITEM 1. Legal Proceedings	32
ITEM 1A. Risk Factors	33
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
ITEM 3. Defaults Upon Senior Securities	33
ITEM 4. Mine Safety Disclosures	33
ITEM 5. Other Information	33
ITEM 6. Exhibits	33
SIGNATURES	34

CORPORATE INFORMATION AND FORWARD-LOOKING STATEMENTS

Our Corporate Information

Our business was incorporated in Delaware as "Intralinks, Inc." in June 1996. In June 2007, we completed a merger, or the Merger, pursuant to which Intralinks, Inc. became a wholly-owned subsidiary of TA Indigo Holding Corporation, a newly-formed Delaware corporation owned by TA Associates, Inc. (which is now part of TA Associates Management, L.P.) and certain other stockholders of Intralinks, Inc., including Rho Capital Partners, Inc. and then former and current officers and employees of Intralinks, Inc. The Merger was funded in part through term loans made under various credit facilities in an aggregate principal amount of $275.0 million. The Merger was accounted for under the purchase accounting method in accordance with accounting principles generally accepted in the United States of America, or GAAP. In 2010, we changed the name of TA Indigo Holding Corporation to "Intralinks Holdings, Inc." Unless otherwise stated in this Quarterly Report on Form 10-Q (also referred to as this Quarterly Report or this Form 10-Q) or the context otherwise requires, references to "Intralinks," "we," "us," "our," the "Company" and similar references refer to Intralinks Holdings, Inc. and its subsidiaries.

Intralinks®, Intralinks Courier®, Intralinks VIA^TM, Intralinks Dealspace^TM, Intralinks Studyspace^TM, Intralinks Fundspace^TM, Intralinks Debtspace^TM, Intralinks DealNexus^TM, and other trademarks and service marks of Intralinks appearing in this Quarterly Report are the property of Intralinks, Inc.  Other trademarks or service marks that may appear in this Quarterly Report are the property of their respective holders.  Solely for convenience, the trademarks and trade names in this Quarterly Report are referred to without the ®, ^TM and ^SM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Forward-Looking Statement Safe Harbor

Some of the statements in this Quarterly Report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our operations and are based on our current expectations, estimates and projections. Words such as "may," "will," "could," "would," "should," "anticipate," "predict," "potential," "continue," "expects," "intends," "plans," "projects," "believes," "estimates," "goals," "in our view" and similar expressions are used to identify these forward-looking statements. The forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about our internal control over financial reporting, our results of operations and financial condition and our plans, strategies and developments. Forward-looking statements are only predictions and, as such, are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial performance that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Many of the reasons for these differences include changes that occur in our continually changing business environment and other important factors. These risks, uncertainties and other factors are more fully described under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this Form 10-Q and under the heading "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission, or the SEC, on March 11, 2013. You are strongly encouraged to read those sections carefully as the occurrence of the events described therein and elsewhere in this report could materially harm our business. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these statements speak only as of the date they were made and, except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

INTRALINKS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and per Share Data)

(unaudited)

	September 30, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	44,643		$	43,798
Accounts receivable, net of allowances of $3,370 and $2,927, respectively	37,868			37,667
Investments	34,721			31,549
Deferred taxes	10,484			7,469
Restricted cash	2,442			—
Prepaid expenses and other current assets	11,127			8,992
Total current assets	141,285			129,475
Fixed assets, net	12,293			10,645
Capitalized software, net	31,558			26,295
Goodwill	215,869			215,478
Other intangibles, net	89,514			106,750
Other assets	823			1,111
Total assets	$	491,342		$	489,754
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,021		$	4,451
Accrued expenses and other current liabilities	21,111			20,320
Deferred revenue	47,346			40,719
Current portion of long-term debt	75,328			1,030
Total current liabilities	151,806			66,520
Long-term debt	153			75,238
Deferred taxes	17,644			21,135
Other long-term liabilities	4,072			4,809
Total liabilities	173,675			167,702
Commitments and contingencies (Note 13)
Stockholders' equity:
Undesignated Preferred Stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and December 31, 2012	—			—
Common Stock, $0.001 par value; 300,000,000 shares authorized; 55,933,403 and 55,486,651 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	56			55
Additional paid-in capital	426,998			419,618
Accumulated deficit	(108,865		)	(97,436		)
Accumulated other comprehensive loss	(522		)	(185		)
Total stockholders' equity	317,667			322,052
Total liabilities and stockholders' equity	$	491,342		$	489,754

The accompanying notes are an integral part of these consolidated financial statements.

4

INTRALINKS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Share and per Share Data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	59,116		$	54,753		$	171,879		$	159,303
Cost of revenue	15,919			15,209			47,709			46,935
Gross profit	43,197			39,544			124,170			112,368
Operating expenses:
Product development	4,878			5,359			14,236			15,073
Sales and marketing	27,122			23,526			79,310			70,659
General and administrative	13,844			12,453			41,701			38,812
Impairment of capitalized software	—			—			—			8,377
Total operating expenses	45,844			41,338			135,247			132,921
Loss from operations	(2,647		)	(1,794		)	(11,077		)	(20,553		)
Interest expense	1,242			1,171			3,516			5,245
Amortization of debt issuance costs	71			177			287			591
Other (income) expense, net	(662		)	(689		)	306			(1,478		)
Net loss before income tax	(3,298		)	(2,453		)	(15,186		)	(24,911		)
Income tax benefit	(782		)	(1,194		)	(3,757		)	(9,039		)
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Net loss per common share
Basic	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)
Diluted	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)
Weighted average number of shares used in calculating net loss per share
Basic	55,191,868			54,391,089			55,042,305			54,291,683
Diluted	55,191,868			54,391,089			55,042,305			54,291,683

The accompanying notes are an integral part of these consolidated financial statements.

5

INTRALINKS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In Thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Foreign currency translation adjustments, net of tax	112			39			(337		)	(186		)
Total other comprehensive income (loss), net of tax	112			39			(337		)	(186		)
Comprehensive loss	$	(2,404	)	$	(1,220	)	$	(11,766	)	$	(16,058	)

The accompanying notes are an integral part of these consolidated financial statements.

6

INTRALINKS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(unaudited)

	Nine Months Ended September 30,
	2013			2012
Net loss	$	(11,429	)	$	(15,872	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	15,142			13,502
Stock-based compensation expense	6,225			4,831
Amortization of intangible assets	17,778			19,928
Amortization of deferred costs	1,160			1,335
Provision for bad debts and customer credits	1,058			1,443
Loss on disposal of fixed assets	—			16
Impairment of capitalized software	—			8,377
Deferred taxes	(6,298		)	(11,537		)
Gain on interest rate swap	—			(1,455		)
Currency remeasurement (gain) loss	(107		)	465
Changes in operating assets and liabilities:
Accounts receivable	(1,186		)	330
Prepaid expenses and other assets	(2,430		)	(3,362		)
Accounts payable	3,550			(1,612		)
Accrued expenses and other current liabilities	710			4,307
Deferred revenue	5,960			486
Net cash provided by operating activities	30,133			21,182
Cash flows from investing activities:
Capital expenditures	(5,432		)	(6,882		)
Restricted cash	(2,443		)	—
Acquisition	(600		)	—
Capitalized software development costs	(16,575		)	(14,676		)
Purchase of short-term investments	(36,477		)	(31,346		)
Maturity of short-term investments	32,596			31,820
Net cash used in investing activities	(28,931		)	(21,084		)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of common stock	1,155			476
Repayments of outstanding financing arrangements	(631		)	(300		)
Repayments of outstanding principal on long-term debt	(616		)	(15,656		)
Net cash used in financing activities	(92		)	(15,480		)
Effect of foreign exchange rate changes on cash and cash equivalents	(265		)	(236		)
Net increase (decrease) in cash and cash equivalents	845			(15,618		)
Cash and cash equivalents at beginning of period	43,798			46,694
Cash and cash equivalents at end of period	$	44,643		$	31,076

The accompanying notes are an integral part of these consolidated financial statements.

7

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Intralinks Holdings, Inc. and its subsidiaries (collectively, the "Company"). The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP" or "U.S. GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading.

The financial statements contained herein should be read in conjunction with the Company’s audited consolidated financial statements and related notes to audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary for the fair statement of the consolidated financial condition, results of operations and changes in cash flows of the Company for the interim periods presented. The Company’s historical results are not necessarily indicative of future operating results, and the results for the nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the full year or for any other period.

Out-of-period Adjustments — During the financial statement close process for the three months ended June 30, 2013, the Company identified a prior period error totaling approximately $839, which was corrected and recorded as a cumulative adjustment to long-term deferred tax assets within the Consolidated Balance Sheet at June 30, 2013, and was reflected as an income tax expense within the Consolidated Statement of Operations for the three and six months ended June 30, 2013. The Company does not believe that this adjustment is material to the consolidated financial statements for any prior period. The Company also does not believe this adjustment will be material to the Company's 2013 results.

During the financial statement close process for the three months ended March 31, 2012, the Company identified a prior period error totaling approximately $849, which was corrected and recorded as a cumulative adjustment to long-term deferred tax assets within the Consolidated Balance Sheet at March 31, 2012, and was reflected as an income tax benefit within the Consolidated Statement of Operations for the three months ended March 31, 2012. The Company does not believe that this adjustment is material to the consolidated financial statements for any prior period or to the 2012 results.

2. Summary of Significant Accounting Policies

Revenue Recognition —The Company derives revenue principally through fixed commitment contracts under which the Company provides customers various services, including access to the cloud-based Intralinks platform, which includes Intralinks exchanges, as well as related customer support and other services. The Company's customers do not have a contractual right, or the ability, to take possession of the Intralinks software at any time during the hosting period, or to contract with an unrelated third party to host the Intralinks software. Therefore, revenue recognition for the Company's services is not accounted for under specific guidance of the Financial Accounting Standards Board ("FASB") on software revenue recognition. The Company recognizes revenue for its services ratably over the related service period, provided that there is persuasive evidence of an arrangement; the service has been provided to the customer; collection is reasonably assured; the amount of fees to be paid by the customer is fixed or determinable; and the Company has no significant remaining obligation at the completion of the contracted term. In circumstances where the Company has a significant remaining obligation after completion of the initial contract term, revenue is recognized ratably over the extended service period. The Company's contracts do not contain general rights of return. Certain of the Company's contracts contain customer acceptance clauses, for which revenue is deferred until acceptance occurs.

From time to time, the Company agrees to sales concessions with its customers for which a reserve is estimated based on historical patterns of actual credits issued. Expenses associated with maintaining this reserve are recorded as a reduction to revenue, which the Company believes represents an accurate reflection of the underlying business activity for each reporting period and is in line with the requirement that all revenue recognized during the period is earned and realizable.

The Company offers services to customers through single-element and multiple-element arrangements, some of which contain offerings for optional services, including document scanning, data archiving and other professional services. In accordance with the FASB's guidance on multiple-deliverable arrangements, the Company has evaluated the deliverables in its arrangements to determine whether they represent separate units of accounting and, specifically, whether the deliverables have value to the Company's customers on a standalone basis. The Company has determined that the services delivered to customers under its

8

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

existing arrangements generally represent a single unit of accounting. Revenue for optional services is recognized as delivered, or as completed, provided that the general revenue recognition criteria described above are met. The Company continues to evaluate the nature of the services offered to customers under its fixed commitment contracts, as well as its pricing practices, to determine if a change in policy regarding multiple-element arrangements and related disclosures is warranted in future periods.

Additionally, certain contracts contain provisions for set-up and implementation services relating to the customer's use of the Intralinks platform. The Company believes that these set-up and implementation services provide value to the customer over the entire period that the exchange is active, including renewal periods, and therefore the revenue related to these set-up types of services are recognized over the longer of the contract term or the estimated relationship life. The Company will continue to evaluate from time to time the length of the amortization period of the revenue related to set up and implementation fees to determine if a change in estimate is warranted in future periods.

During the nine months ended September 30, 2013, there were no material changes to the Company's significant accounting policies from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Recent Accounting Pronouncements

In June 2013, the FASB ratified accounting guidance proposed by the Emerging Issues Task Force that requires entities to present an unrecognized tax benefit net with certain deferred tax assets when specific requirements are met. The amendments in this updated guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is currently evaluating the effect this guidance will have on its consolidated balance sheet.

3. Investments and Fair Value Measurements

The Company has classified its short-term investments in commercial paper and corporate bonds as held-to-maturity and, as such, has recorded them at amortized cost. Interest earned on these debt securities is included in "Other (income) expense, net" within the Consolidated Statements of Operations. The gross unrecognized holding gains and losses on these assets for the three and nine months ended September 30, 2013 were not material.

The following tables summarize these short-term investments as of September 30, 2013 and December 31, 2012:

			September 30, 2013
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Commercial Paper	192 Days	Investments (short-term)	$	2,398
Corporate Notes	37 to 318 Days	Investments (short-term)	32,323
Total			$	34,721
			December 31, 2012
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Corporate Bonds	44 to 72 Days	Cash and cash equivalents	$	2,509
Commercial Paper	363 Days	Investments (short-term)	2,493
Corporate Notes	152 to 365 Days	Investments (short-term)	29,056
Total			$	34,058

The fair value framework under the FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows:

• Level 1:  Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities;

• Level 2:  Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets

9

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

• Level 3:  Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.

During the nine months ended September 30, 2013, there were no transfers in or out of the Company’s Level 1, Level 2 or Level 3 assets or liabilities.

The following tables summarize those of the Company's assets that were measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

			September 30, 2013
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,124	5,124	—	—

			December 31, 2012
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,642	5,642	—	—

4. Goodwill and Other Intangibles

Goodwill

At September 30, 2013, the Company had recorded $215,869 of goodwill. Goodwill is assessed for impairment annually (as of October 1) or more frequently if events or changes in circumstances indicate that this asset may be impaired. The Company’s operations consist of one reporting unit, which is evaluated during each goodwill impairment assessment.

The Company's most recently completed qualitative impairment assessment is as of October 1, 2012. Among the factors included in this qualitative assessment were general economic conditions and the competitive environment, actual and expected financial performance, including consideration of the Company's revenue growth and operating results year-over-year, forward-looking business measurements, external market conditions, the Company's stock price performance compared to overall market and industry peers, market capitalization and other relevant entity-specific events.

The Company is in the process of preparing its annual goodwill impairment assessment as of October 1, 2013 and will disclose the results of this assessment in its Annual Report on Form 10-K for the fiscal year ending December 31, 2013. There have been no triggering events since the most recently completed assessment as of October 1, 2012 to indicate that the Company could be at risk of recording a goodwill impairment.

As of September 30, 2013, Other intangibles consisted of the following:

	Definite – Lived Intangible Assets
	Developed Technology			Customer Relationships			Trade Name			Non-Compete Agreement			Total
Net book value at December 31, 2012	$	35,494		$	63,327		$	7,868		$	61		$	106,750
Acquisition made during 2013	188			93			11			250			542
Amortization	(6,151		)	(10,646		)	(924		)	(57		)	(17,778		)
Net book value at September 30, 2013	$	29,531		$	52,774		$	6,955		$	254		$	89,514

The Company has not identified impairment for any of the definite-lived intangible assets through September 30, 2013.

10

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

Amortization of intangible assets is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	2,082	$	1,986	$	6,151	$	8,383
Sales and marketing	3,550		3,544		10,646		10,631
General and administrative	335		304		981		914
Total	$	5,967	$	5,834	$	17,778	$	19,928

At September 30, 2013, amortization of intangible assets for each of the next five years and thereafter is estimated to be as follows:

2013 remaining	$	5,868
2014	23,470
2015	23,470
2016	23,387
2017	11,386
2018	1,249
Thereafter	684
Total	$	89,514

5. Fixed Assets

Fixed assets consisted of the following:

	September 30, 2013			December 31, 2012
Computer and office equipment and software	$	30,006		$	26,710
Furniture and fixtures	2,180			2,036
Leasehold improvements	6,358			4,321
Total fixed assets	38,544			33,067
Less: Accumulated depreciation and amortization	(26,251		)	(22,422		)
Fixed assets, net	$	12,293		$	10,645

No country outside of the United States holds greater than 10% of the Company’s total fixed assets. Depreciation expense relating to fixed assets for the three months ended September 30, 2013 and 2012 was $1,269 and $1,384, respectively, and was $3,829 and $3,657 for the nine months ended September 30, 2013 and 2012, respectively.

6. Capitalized Software

Capitalized software consisted of the following:

	September 30, 2013			December 31, 2012
Capitalized software	$	91,291		$	83,432
Less: Impairment on capitalized software	—			(8,715		)
Less: Accumulated amortization	(59,733		)	(48,422		)
Capitalized software, net	$	31,558		$	26,295

11

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

Amortization expense of capitalized software for the three months ended September 30, 2013 and 2012 was $4,021 and $3,347, respectively, and was $11,313 and $9,845 for the nine months ended September 30, 2013 and 2012, respectively.

During 2012, the Company recorded an impairment loss on capitalized software of $8,715 in conjunction with its strategic review, as management decided at that time to replace certain server-based systems with SaaS-based solutions.

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2013		December 31, 2012
Sales commissions and bonuses	$	12,549	$	9,838
Professional fees	1,591		2,103
Deferred rent	110		298
Accrued vacation	591		522
Other accrued expenses	6,270		7,559
Total accrued expenses and other current liabilities	$	21,111	$	20,320

8. Income Tax

The Company's effective tax rates for the three and nine month periods ended September 30, 2013 were 23.7% and 24.7%, respectively. These effective tax rates differ from the U.S. Federal statutory tax rate due primarily to non tax-deductible stock-based compensation expense for incentive stock options ("ISOs") and the Company's 2010 Employee Stock Purchase Plan ("2010 ESPP"), foreign income taxes and state and local income taxes, offset by federal and state research and development tax credits and tax benefits from ISO disqualifications. In addition, the nine month effective tax rate at September 30, 2013 was increased by the out-of-period adjustment discussed in Note 1 above.

The Company's effective tax rates for the three and nine month periods ended September 30, 2012 were 48.7% and 36.3%, respectively. These effective tax rates differ from the U.S. Federal statutory tax rate due primarily to non tax-deductible stock-based compensation expense for ISOs and the 2010 ESPP, foreign income taxes and state and local income taxes, offset by state research and development tax credits and tax benefits from ISO disqualifications.

In the second quarter of 2013, the Company concluded an audit by the U.S. Internal Revenue Service (“IRS”) of its U.S. Federal income tax returns for the years ended December 31, 2006 through 2009. The Company received Notices of Proposed Adjustments for 2006, 2007 and 2008 from the IRS disallowing $58.3 million of foreign branch losses on the basis that they constitute dual consolidated losses in the U.S. and the IRS is asserting that the Company is not entitled to reasonable cause relief for late election filings. The Company disagrees with the proposed adjustments and has filed an appeal. Management believes that it is more likely than not that the Company's position with respect to these adjustments will be sustained.

Unrecognized tax benefits totaled $3,847 and $3,335 at September 30, 2013 and December 31, 2012, respectively. Management does not expect that the balance of unrecognized tax benefits will significantly increase or decrease over the next twelve months.

The Company's tax reserves for uncertain tax positions of $4,005 (including interest and penalties of $158) are included within “Other long term liabilities” on the September 30, 2013 Consolidated Balance Sheet.

9. Debt

Debt consisted of the following:

12

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

	September 30, 2013			December 31, 2012
First Lien Credit Agreement ("First Lien Credit Facility")	$	75,103		$	75,719
Other financing arrangements	378			549
Less: current portion (First Lien Credit Facility)	(75,103		)	(821		)
Less: current portion (Other financing arrangements)	(225		)	(209		)
Total long-term debt	$	153		$	75,238

In the second quarter of 2013, the Company classified the balance of $75,103 of long-term debt related to the First Lien Credit Facility to current liabilities because the First Lien Credit Facility expires June 15, 2014. Based on available market information, the estimated fair value of the Company’s total debt was approximately $75,385 and $76,647 as of September 30, 2013 and December 31, 2012, respectively. These fair value measurements were determined using Level 2 observable inputs. The estimated fair value of the Company’s other financing arrangements approximates the carrying value at each reporting period.

First Lien Credit Facility

The First Lien Credit Facility provides for term loans in the aggregate principal amount of $135,000. Principal payments are due on the last day of each quarter, with the first payment made on September 30, 2007 and the final installment (which will include the remaining balance) due on June 15, 2014. Additionally, the First Lien Credit Facility includes a requirement for mandatory prepayments based on annual excess free cash flow. Term loans under the First Lien Credit Facility, as amended, bear interest at the higher of the Eurodollar Rate (as defined in the agreement) or 1.50%, plus 4.50% per annum. At September 30, 2013, the interest rate on the First Lien Credit Facility was 6.00%. At September 30, 2012, the interest rate on the First Lien Credit Facility was 5.75%.

The First Lien Credit Facility limits annual consolidated capital expenditures, including amounts related to capitalized software, and restricts the ability to borrow against the now expired revolving line of credit if a consolidated EBITDA ratio is not achieved. The agreement also contains other positive and negative covenants. The Company was in compliance with these covenants as of September 30, 2013 and December 31, 2012.

On April 6, 2012, the Company entered into Amendment No. 3 (the "Third Amendment") to the First Lien Credit Facility. The Third Amendment amends certain provisions of the First Lien Credit Facility to, among other things, increase the capital expenditures limit from $21,000 to $35,000 per year through the remainder of the term. As provided for in the Third Amendment, the Company prepaid $15,000 of the outstanding balance on the First Lien Credit Facility. As a result, the quarterly installment payment beginning June 30, 2012 decreased from $246 to $205 for the remaining term of the loan.

The First Lien Credit Facility also provided for a $15,000 revolving line of credit, which expired on June 15, 2013. The obligations previously covered by the Company's revolving line of credit, which were primarily related to the Company's operating lease agreements for its various office locations, were replaced under a separate cash collateralized facility under which the Company originally provided the bank with $2,464 and they provided certain of the Company's landlords with separate letters of credit for each location. The cash collateral balance is $2,442 at September 30, 2013. This facility expires on June 3, 2014 and as such is classified as current restricted cash on the Company's Consolidated Balance Sheet. In May 2013, a requirement for a $800 standby letter of credit related to the Company's corporate charge card utilized by executives and certain other employees was terminated.

10. Employee Stock Plans

Stock-based compensation expense is measured at the grant date, based on the fair value of the award and recognized as expense over the requisite service period, net of an estimated forfeiture rate. The Company maintains several stock-based compensation plans, which are more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

13

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

Total stock-based compensation expense related to all of the Company’s stock awards is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	194	$	121	$	511	$	321
Product development	342		368		973		1,041
Sales and marketing	359		225		981		825
General and administrative	1,202		1,081		3,760		2,644
Total	$	2,097	$	1,795	$	6,225	$	4,831

2010 Employee Stock Purchase Plan

As originally adopted in 2010, a maximum of 400,000 shares of the Company's Common Stock had been reserved for issuance under the Company's 2010 Employee Stock Purchase Plan (the "ESPP"). On August 9, 2013, the Company's stockholders approved a proposal that resulted in an additional 600,000 shares being made available for issuance under the ESPP, resulting in an aggregate of 1,000,000 shares being available for issuance under the ESPP. As of August 9, 2013, there were 633,261 shares available for grant under the ESPP.

During the three months ended September 30, 2013, 29,807 shares were issued under the ESPP at a price of $6.23 which represented 85% of the market price of the Common Stock on July 1, 2013, the offering date, which was lower than the market price of the Common Stock on September 30, 2013, which was the exercise date.

11. Net Loss per Share

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share of Common Stock:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Denominator:
Basic shares:
Weighted-average common shares outstanding	55,191,868			54,391,089			55,042,305			54,291,683
Diluted shares:
Weighted-average shares used to compute basic net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Effect of potentially dilutive securities:
Options to purchase Common Stock	—			—			—			—
Unvested shares of RSAs	—			—			—			—
Unvested shares of RSUs	—			—			—			—
Weighted-average shares used to compute diluted net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Net loss per share:
Basic	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)
Diluted	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)

14

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

The following outstanding options to purchase Common Stock, unvested shares under restricted stock awards and unvested shares issuable upon settlement of restricted stock units were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Options to purchase Common Stock	5,251,770	5,869,080	5,251,770	5,869,080
Unvested shares of RSAs	577,449	673,381	577,449	673,381
Unvested shares issuable upon settlement of RSUs	1,240,548	460,846	1,240,548	460,846

12. Related Party Transactions

Affiliates of one of the Company's largest shareholders, TA Associates, L.P. (which is now part of TA Associates Management, L.P.), are also customers of the Company. These affiliates made payments to the Company in connection with their purchase of its services using the Intralinks platform. Revenue generated from TA Associates, L.P. and its affiliates for the three and nine months ended September 30, 2013 totaled approximately $60 and $175, respectively. Revenue generated from TA Associates, L.P. and its affiliates for the three and nine months ended September 30, 2012 totaled approximately $49 and $146, respectively. At September 30, 2013, amounts due from TA Associates, L.P. and its affiliates totaled approximately $5. There were no amounts due from TA Associates, L.P. at December 31, 2012.

13. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company and its subsidiaries are subject to various claims, charges, disputes, litigation and regulatory inquiries and investigations. These matters, if resolved adversely against the Company, may result in monetary damages, fines and penalties or require changes in business practices. The Company is not currently aware of any pending or threatened material claims, charges, disputes, litigation and regulatory inquiries and investigations except as follows:

Securities Class Action. On December 5, 2011, the Company became aware of a purported class action lawsuit filed in the U.S. District Court for the Southern District of New York (the "SDNY" or the "Court") against the Company and certain of its then current and former executive officers. The initial complaint (the "Wallace Complaint") alleges that the defendants made false and misleading statements or omissions in violation of the Securities Exchange Act of 1934, as amended. The plaintiff seeks unspecified compensatory damages for the purported class of purchasers of the Company's Common Stock during the period from February 17, 2011 through November 10, 2011 (the "Allegation Period"). On December 27, 2011, a second purported class action complaint, which makes substantially the same claims as, and is related to, the Wallace Complaint, was filed in the SDNY against the Company and certain of its current and former executive officers seeking similar unspecified compensatory damages for the Allegation Period.  On April 3, 2012, the Court consolidated the actions and appointed Plumbers and Pipefitters National Pension Fund as lead plaintiff, and also appointed lead counsel in the consolidated action ("Consolidated Class Action").  On June 15, 2012, the lead plaintiff filed an amended complaint (“Consolidated Class Action Complaint”), that in addition to the original allegations made in the Wallace Complaint, alleges that the Company, certain of its current and former officers and directors, and the underwriters in the Company's April 6, 2011 stock offering issued a registration statement and prospectus in connection with the offering that contained untrue statements of material fact or omitted material information required to be stated therein in violation of the Securities Act of 1933, as amended.  The defendants filed their motion to dismiss the action on July 31, 2012, and in response to the lead plaintiff’s opposition to the defendants' motions, which was filed on September 17, 2012, the defendants filed their replies to plaintiff's opposition on October 10, 2012.  On May 8, 2013, the Court issued an opinion dismissing claims based on certain allegations in the complaint, but otherwise denied defendants' motions to dismiss.  On June 28, 2013, defendants filed their answers to the Consolidated Class Action Complaint. On October 15, 2013, the Court entered the parties’ pretrial scheduling stipulation, which provided, inter alia, that the parties would fully brief any motions for summary judgment by February 17, 2015. The Company believes that these claims are without merit and intends to defend these lawsuits vigorously.

Dixon Derivative Action.  On December 28, 2011, a shareholder derivative complaint was filed in the SDNY against the Company and certain of its current and former directors. The complaint (the "Dixon Action") alleges that the defendants breached their fiduciary duties by causing the Company to issue materially false and misleading statements about the Company's business prospects, financial condition and performance during the same Allegation Period alleged in the Consolidated Class Action

15

INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and per Share Data)

(unaudited)

Complaint. On June 6, 2013, the parties filed a stipulation with the SDNY agreeing to stay all proceedings in the Dixon Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. The Company believes that the claims in the Dixon Action are without merit and intends to defend this lawsuit vigorously.

Horbal Derivative Action. On April 16, 2012, a second shareholder derivative complaint (the "Horbal Action") was filed in the Supreme Court of the State of New York in New York County ("New York State Court") against the Company and certain of its current and former directors and officers. The Horbal Action makes substantially the same claims as, and is related to, the Dixon Action, except that it alleges violations of state law. On April 24, 2012, one of the director defendants removed the Horbal Action to the SDNY, and on May 7, 2012, it was assigned to the same judge as in the Dixon Action. On May 22, 2012, the plaintiff in the Horbal Action moved to remand the case to New York State Court. On June 8, 2012, defendant filed an opposition to remand, and the plaintiff filed a reply on June 15, 2012. On March 11, 2013, the SDNY granted plaintiff's motion to remand, and the case is currently pending in New York State Court. On June 6, 2013, the parties filed a stipulation with the New York State Court agreeing to stay all proceedings in the Horbal Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. The Company believes the claims in the Horbal Action are without merit and intends to defend this lawsuit vigorously.

Levine Shareholder Demand Letter. The Company received a shareholder demand letter, dated May 16, 2013, demanding that the Company's Board take action to remedy alleged breaches of fiduciary duty by current and former directors and officers of the Company. These alleged breaches are based on the same alleged misconduct in the complaints in the Dixon, Horbal, and Consolidated Class Actions. The letter specifically demands that the Company's Board undertake an independent internal investigation into the alleged breaches and commence a civil action against each of the allegedly breaching current and former directors and officers. On June 26, 2013, the Company's Board created a Demand Committee to conduct an investigation into the allegations in the Levine demand letter.

SEC Investigation.  On July 10, 2013, the Company announced that it received written notification from the SEC that the SEC's investigation into the Company, as previously disclosed, has been terminated and that no enforcement action has been recommended against the Company. The investigation commenced on August 4, 2011 upon the SEC's request for certain documents related to the Company's business from January 1, 2011 through August 4, 2011.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as our reports on Form 8-K and other publicly available information. Amounts in tabular format are presented in thousands, except per share data, or as otherwise indicated.

Executive Overview

Intralinks is a leading global provider of Software-as-a-Service, or SaaS, solutions for secure content management and collaboration within and among organizations. Our cloud-based solutions enable organizations to control, track, search, exchange and collaborate on time-sensitive information inside and outside the firewall, all within a secure and easy-to-use environment. Our customers rely on our cost-effective solutions to manage large amounts of confidential electronic information, accelerate information intensive business processes, reduce time to market, optimize critical information workflow, meet regulatory and risk management requirements and collaborate with business counterparties in a secure, auditable and compliant manner. We help our customers eliminate many of the inherent risks and inefficiencies of using email, fax, courier services and other existing solutions to collaborate and exchange information.

At our founding in 1996, we introduced cloud-based collaboration for the debt capital markets industry and, shortly thereafter, extended our solutions to merger and acquisition transactions. Today, we service enterprises and governmental agencies in over 60 countries across a variety of industries, including financial services, pharmaceutical, manufacturing, biotechnology, consumer, energy, telecommunications, industrial, legal, accounting, agriculture, insurance, real estate and technology, which use our solutions for the secure management and online exchange of information within and among organizations. Across all of our principal markets, we help transform a wide range of slow, expensive and information-intensive tasks into streamlined, efficient and real-time business processes.

We deliver our solutions entirely through a multi-tenant SaaS architecture in which a single instance of our software serves all of our customers. We sell our solutions directly through a field team with industry-specific expertise and an inside sales team, and indirectly through a customer referral network and channel partners. During the nine months ended September 30, 2013, we generated $171.9 million in revenue, of which approximately 41% was derived from sales across 66 countries outside of the United States.

During 2012, management initiated a business strategy review to explore long-term growth opportunities. The objective was to assess the competitive environment, identify the most attractive market opportunities, define a product roadmap and further develop our execution strategy. We have made significant progress in validating our market opportunities and aligning the Company to effectively address them. In addition, we review our strategy on a periodic basis and make adjustments as we deem necessary and appropriate. Our strategic assessments reinforce our commitment to anticipate the changing needs of our customers, industry trends and competitive forces.

Key Metrics

We evaluate our operating and financial performance using various performance indicators, as well as against the macroeconomic trends affecting the demand for our solutions in our principal markets. We also monitor relevant industry performance, including transactional activity in the debt capital markets, or DCM, and the mergers and acquisitions, or M&A, market globally, to provide insight into the success of our sales activities as compared to our peers and to estimate our market share in each of our principal markets.

Our management relies on the key performance indicators set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. We discuss revenue under "Results of Operations," and cash flow provided by operating activities, including deferred revenue, under "Liquidity and Capital Resources." Other measures of our performance, including adjusted gross profit, adjusted operating income, adjusted net income, adjusted EBITDA and adjusted EBITDA margin and free cash flow are defined and discussed under "Non-GAAP Financial Measures" below.

17

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Consolidated Statement of Operations Data:
Total revenue	$	59,116		$	54,753		$	171,879		$	159,303
Non-GAAP gross profit	$	45,473		$	41,651		$	130,832		$	121,072
Non-GAAP gross margin	76.9		%	76.1		%	76.1		%	76.0		%
Non-GAAP adjusted operating income	$	5,417		$	5,835		$	12,926		$	12,583
Non-GAAP adjusted net income	$	2,955		$	3,209		$	5,467		$	5,129
Non-GAAP adjusted EBITDA	$	10,707		$	10,567		$	28,068		$	26,085
Non-GAAP adjusted EBITDA margin	18.1		%	19.3		%	16.3		%	16.4		%
Consolidated Balance Sheet Data:
Deferred revenue at September 30 (1)	$	47,346		$	40,719		$	47,346		$	40,719
Consolidated Statement of Cash Flows Data:
Net cash provided by operating activities	$	10,376		$	2,457		$	30,133		$	21,182
Free cash flow	$	2,494		$	(2,830	)	$	8,126		$	(376	)
(1) Current portion only

Non-GAAP Financial Measures

This Form 10-Q includes information about certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP or U.S. GAAP, including non-GAAP gross profit and gross margin, non-GAAP adjusted operating income, non-GAAP adjusted net income, non-GAAP adjusted net income per share, non-GAAP adjusted EBITDA and margin and free cash flow. These non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies.

Management defines its non-GAAP financial measures as follows:

• Non-GAAP gross profit represents the corresponding GAAP measure adjusted to exclude (1) stock-based compensation expense and (2) amortization of intangible assets, if any.

• Non-GAAP adjusted operating income represents the corresponding GAAP measure adjusted to exclude (1) stock-based compensation expense, (2) amortization of intangible assets, (3) impairment charges or asset write-offs and (4) costs related to public stock offerings, if any.

• Non-GAAP adjusted net income represents the corresponding GAAP measure adjusted to exclude (1) stock-based compensation expense, (2) amortization of intangible assets, (3) impairment charges or asset write-offs, (4) costs related to debt repayments and (5) costs related to public stock offerings, if any. Non-GAAP adjusted net income is calculated using an estimated long-term effective tax rate.

• Non-GAAP net income per share represents non-GAAP adjusted net income (which is defined above) divided by fully diluted weighted average shares outstanding.

• Non-GAAP adjusted EBITDA represents net loss adjusted to exclude (1) interest expense, (2) income tax provision (benefit), (3) depreciation and amortization, (4) amortization of intangible assets, (5) stock-based compensation expense, (6) amortization of debt issuance costs, (7) other (income) expense, net, (8) impairment charges or asset write-offs and (9) costs related to public stock offerings, if any.

• Free cash flow represents net cash provided by operating activities less capital expenditures and capitalized software development costs.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. In addition, free cash flow provides management with useful information for managing the cash needs of our business. Management also believes that these non-GAAP financial measures provide a more meaningful comparison of our operating results against those of other companies in our industry, as well as on a period-to-period basis, because these measures exclude items that are not representative of our operating performance, such as amortization of intangible assets, interest expense and fair value adjustments to the interest rate swap that matured as of June 30, 2012. Management believes that including these costs in our results of operations results in a lack of comparability between our operating results and

18

those of our peers in the industry, the majority of which are not highly leveraged and do not have comparable amortization expense related to intangible assets. However, non-GAAP gross profit, non-GAAP adjusted operating income, non-GAAP adjusted net income, non-GAAP adjusted net income per share, non-GAAP adjusted EBITDA and free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered as substitutes for or superior to gross profit, loss from operations, net loss and net cash provided by operating activities as indicators of operating performance.

The table below provides reconciliations of U.S. GAAP financial measures to the non-GAAP financial measures discussed above:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Gross profit	$	43,197		$	39,544		$	124,170		$	112,368
Gross margin	73.1		%	72.2		%	72.2		%	70.5		%
Cost of revenue – stock-based compensation expense	194			121			511			321
Cost of revenue – amortization of intangible assets	2,082			1,986			6,151			8,383
Non-GAAP gross profit	$	45,473		$	41,651		$	130,832		$	121,072
Non-GAAP gross margin	76.9		%	76.1		%	76.1		%	76.0		%
Loss from operations	$	(2,647	)	$	(1,794	)	$	(11,077	)	$	(20,553	)
Stock-based compensation expense	2,097			1,795			6,225			4,831
Amortization of intangible assets	5,967			5,834			17,778			19,928
Impairment on capitalized software	—			—			—			8,377
Non-GAAP adjusted operating income	$	5,417		$	5,835		$	12,926		$	12,583
Net loss before income tax	$	(3,298	)	$	(2,453	)	$	(15,186	)	$	(24,911	)
Stock-based compensation expense	2,097			1,795			6,225			4,831
Amortization of intangible assets	5,967			5,834			17,778			19,928
Impairment on capitalized software	—			—			—			8,377
Costs related to debt repayments	—			—			—			47
Non-GAAP adjusted net income before tax	4,766			5,176			8,817			8,272
Non-GAAP income tax provision	1,811			1,967			3,350			3,143
Non-GAAP adjusted net income	$	2,955		$	3,209		$	5,467		$	5,129
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Interest expense	1,242			1,171			3,516			5,245
Income tax benefit	(782		)	(1,194		)	(3,757		)	(9,039		)
Depreciation and amortization	5,290			4,732			15,142			13,502
Amortization of intangible assets	5,967			5,834			17,778			19,928
Stock-based compensation expense	2,097			1,795			6,225			4,831
Impairment on capitalized software	—			—			—			8,377
Amortization of debt issuance costs	71			177			287			591
Other (income) expense, net(1)	(662		)	(689		)	306			(1,478		)
Non-GAAP adjusted EBITDA	$	10,707		$	10,567		$	28,068		$	26,085
Non-GAAP adjusted EBITDA margin	18.1		%	19.3		%	16.3		%	16.4		%
Net cash provided by operating activities	$	10,376		$	2,457		$	30,133		$	21,182
Capital expenditures	(2,143		)	(963		)	(5,432		)	(6,882		)
Capitalized software development costs	(5,739		)	(4,324		)	(16,575		)	(14,676		)
Free cash flow	$	2,494		$	(2,830	)	$	8,126		$	(376	)

⁽¹⁾  "Other (income) expense, net" primarily includes foreign currency transaction gains and losses and fair value adjustments to the interest rate swap that matured as of June 30, 2012.

19

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities on an ongoing basis. The following accounting estimates are viewed by management to be critical because they require significant judgment on the part of management. Management has discussed and reviewed the development, selection and disclosure of critical accounting estimates with our Audit Committee.

Among the estimates we review, we evaluate those related to the determination of the fair value of stock options and estimated forfeitures of equity-based awards, the fair value of our reporting unit, valuation of intangible assets (and their related useful lives), fair value of financial instruments, certain components of the income tax provisions, including valuation allowances on our deferred tax assets, accruals for certain compensation expenses, allowances for doubtful accounts and reserves for customer credits. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from those estimates under different assumptions or conditions. Financial results could be materially different if other methodologies were used or if management modified its assumptions.

During the nine months ended September 30, 2013, there were no material changes to our significant accounting policies from those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The following is a discussion of our revenue recognition accounting policy and our goodwill impairment analysis.

Revenue Recognition

We derive revenue principally through fixed commitment contracts under which we provide customers various services, including access to our cloud-based Intralinks platform, which includes our Intralinks exchanges, as well as related customer support and other services.

We currently sell our services under service contracts that we consider either "subscription" or "transaction" arrangements, as follows:

• Subscription arrangements include those customer contracts with an initial term of 12 months or more that automatically renew for successive terms of at least 12 months. Because some long-term customers will not accept automatic renewal terms, we also consider among our subscription customers those whose contracts have been extended upon mutual agreement for at least one renewal term of at least 12 months. We believe subscription arrangements appeal mainly to customers that have integrated our service into their business processes and plan to use our service offerings for a series of expected projects or on an ongoing basis. Subscription arrangements afford customers of our exchange products several benefits, including the ability to manage the creation, opening and closing of any number of exchanges at their convenience during the commitment period, and potentially lower pricing than they would generally be charged under a single-event contract.

• Transaction arrangements include those customer contracts having an initial term of less than 12 months. We also consider transaction customers to be those first-time customers whose contracts do not have an automatic renewal clause and who have not yet renewed their contracts by mutual agreement. We believe these types of arrangements appeal mainly to customers who have a single discrete project. Unlike subscription contracts, which generally renew for at least one year at a time, transaction contracts continue in effect after their initial term on a month-to-month basis, until the customer terminates, often by closing the relevant exchange.

Revenue from both subscription and transaction contracts is recognized ratably over the contracted service period, provided that there is persuasive evidence of an arrangement, the service has been provided to the customer, collection is reasonably assured, the amount of fees to be paid by the customer is fixed or determinable and we have no significant remaining obligation at the completion of the contracted term. In circumstances where we have a significant remaining obligation after completion of the initial contract term, revenue is recognized ratably over the extended service period. Our contracts do not contain general rights of return. Certain of our contracts contain customer acceptance clauses, in which case revenue is deferred until acceptance occurs.

Under most subscription arrangements for our exchange offering, an annual fixed commitment fee is determined based on the aggregate value of the expected number of exchanges required over the term, the type of exchanges expected to be opened, the number of users that are expected to access each exchange and the volume of data expected to be managed in the exchanges. We bill customers with annual commitment fees in advance, generally in four equal quarterly installments. Similarly, a transaction contract for a single project will have a fee covering services for the expected duration of the project, for which we generally bill customers in full, in advance, upon the commencement of the contract. Subscription and transaction fees payable in advance are recorded initially in accounts receivable, or cash upon their collection, and deferred revenue, until such time that the relevant revenue recognition criteria have been met for such amounts to be included in revenue.

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Annual subscription fees, as well as the fixed fees payable upfront under transaction contracts, are payable in full and are non-refundable regardless of actual usage of services. Similarly, while customers may close exchanges and cease using services, our contracts generally do not allow for cancellation or termination for convenience during the contract term. We reserve the right under subscription and transaction contracts to charge customers for loading data or adding users to exchanges in excess of their original usage estimates. Incremental fees for overages are billed monthly or quarterly in arrears and the related revenue is recognized ratably from the point that the overage is measured through the remaining contract term, or the remaining contract quarter, depending on the usage terms within the customer contract.

Our customers do not have a contractual right, or the ability, to take possession of the Intralinks software at any time during the hosting period, or to contract with an unrelated third party to host the Intralinks software. Therefore, revenue recognition for our services is not accounted for under the FASB's specific guidance on software revenue recognition. We recognize revenue for our services ratably over the related service period, as described above.

We offer our services to customers through single-element and multiple-element arrangements, some of which contain offerings for optional services, including document scanning, data archiving and other professional services. In accordance with the FASB's guidance on multiple-deliverable arrangements, we have evaluated the deliverables in our arrangements to determine whether they represent separate units of accounting and, specifically, whether the deliverables have value to our customers on a standalone basis. We have determined that the services delivered to customers under our existing arrangements generally represent a single unit of accounting. Revenue for optional services is recognized as delivered, or as completed, provided that the general revenue recognition criteria described above are met. We will continue to evaluate the nature of the services offered to customers under our fixed commitment contracts, as well as our pricing practices, to determine if a change in policy regarding multiple-element arrangements and related disclosures is warranted in future periods.

Additionally, certain of our customer contracts contain provisions for set-up and implementation services relating to the customer's use of our platform. We believe that these set-up and implementation services provide value to the customer over the entire period that the exchange is active, including renewal periods, and therefore the revenue related to these services is recognized over the longer of the contract term or the estimated relationship life. We continue to evaluate from time to time the length of the amortization period of the revenue related to set up and implementation fees, as we gain more experience with customer contract renewals.

From time to time, we agree to sales concessions with our customers, a reserve for which is estimated based on historical patterns of actual credits issued. Expenses associated with maintaining this reserve are recorded as a reduction to revenue.

Deferred revenue represents the billed but unearned portion of existing contracts for services to be provided. Deferred revenue does not include the unbilled portion of existing contractual commitments of our customers. Accordingly, the deferred revenue balance does not represent the total contract value of outstanding arrangements. Amounts that have been invoiced but not yet collected are recorded as revenue or deferred revenue, as appropriate, and are included in our accounts receivable balances. Deferred revenue that will be recognized during the subsequent 12-month period is classified as "Deferred revenue," with the remaining portion as non-current deferred revenue as a component of "Other long term liabilities" on our Consolidated Balance Sheets.

Goodwill Impairment Analysis

At September 30, 2013, we had $215.9 million of goodwill. Goodwill is assessed for impairment annually (as of October 1) or more frequently if events or changes in circumstances indicate that this asset may be impaired. Our operations consist of one reporting unit, which is evaluated during each goodwill impairment assessment.

Our most recently completed qualitative impairment assessment is as of October 1, 2012. Among the factors included in this qualitative assessment were general economic conditions and the competitive environment, actual and expected financial performance, including consideration of our revenue growth and operating results year-over-year, forward-looking business measurements, external market conditions, our stock price performance compared to overall market and industry peers, market capitalization and other relevant entity-specific events.

We are in the process of preparing our annual goodwill impairment assessment as of October 1, 2013 and will disclose the results of this assessment in our Annual Report on Form 10-K for the fiscal year ending December 31, 2013. There have been no triggering events since the most recently completed assessment as of October 1, 2012 to indicate that we could be at risk of recording a goodwill impairment.

The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment. When performing the quantitative analysis, we utilize valuation techniques consistent with the income approach and market approach to measure fair value for purposes of impairment testing. An estimate of fair value can be affected by many assumptions, requiring that management make significant judgments in arriving at these estimates, including the expected operational performance of our business in the future, market conditions and other factors. Although there are inherent uncertainties in this assessment process, the estimates and assumptions we use to estimate future cash flows — including sales growth, pricing of our services, market penetration, competition, technological obsolescence, fair value of net operating loss carryforwards and discount rates — are

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consistent with our internal planning. Significant changes in these estimates and the related assumptions, or changes in qualitative factors affecting us in the future, could result in an impairment charge related to our goodwill.

Recent Accounting Pronouncements

In June 2013, the FASB ratified accounting guidance proposed by the Emerging Issues Task Force that requires entities to present an unrecognized tax benefit net with certain deferred tax assets when specific requirements are met. The amendments in this updated guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the effect this guidance will have on our consolidated balance sheet.

Results of Operations

The following table sets forth consolidated statements of operations data for each of the periods indicated as a percentage of total revenue.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Total revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	26.9	%	27.8	%	27.8	%	29.5	%
Gross profit	73.1	%	72.2	%	72.2	%	70.5	%
Operating expenses:
Product development	8.3	%	9.8	%	8.3	%	9.5	%
Sales and marketing	45.9	%	43.0	%	46.1	%	44.4	%
General and administrative	23.4	%	22.7	%	24.3	%	24.4	%
Impairment of capitalized software	—	%	—	%	—	%	5.3	%
Total operating expenses	77.5	%	75.5	%	78.7	%	83.4	%
Loss from operations	(4.5	)%	(3.3	)%	(6.4	)%	(12.9	)%
Interest expense	2.1	%	2.1	%	2.0	%	3.3	%
Amortization of debt issuance costs	0.1	%	0.3	%	0.2	%	0.4	%
Other expense (income), net	(1.1	)%	(1.3	)%	0.2	%	(0.9	)%
Net loss before income tax	(5.6	)%	(4.5	)%	(8.8	)%	(15.6	)%
Income tax benefit	(1.3	)%	(2.2	)%	(2.2	)%	(5.7	)%
Net loss	(4.3	)%	(2.3	)%	(6.6	)%	(10.0	)%

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Comparison of the Three Months Ended September 30, 2013 and 2012

Revenue

Total revenue was $59.1 million for the three months ended September 30, 2013, up $4.4 million or 8.0% from the $54.8 million for the three months ended September 30, 2012, primarily due to a 19.9% increase in M&A revenue. The following table sets forth revenue by principal market for the three months ended September 30, 2013 compared to the three months ended September 30, 2012, the percentage increase or decrease between those periods, and the percentage of total revenue that each principal market represented for those periods:

										% Revenue
	Three Months Ended September 30,				Increase (Decrease)			% Increase (Decrease)		Three Months Ended September 30,
	2013		2012							2013		2012
M&A	$	28,670	$	23,905	$	4,765		19.9	%	48.5	%	43.7	%
Enterprise	23,246		23,822		(576		)	(2.4	)%	39.3	%	43.5	%
DCM	7,200		7,026		174			2.5	%	12.2	%	12.8	%
Total revenue	$	59,116	$	54,753	$	4,363		8.0	%	100	%	100	%

M&A — The results for the three months ended September 30, 2013 reflect an increase in M&A revenue of $4.8 million, or 19.9%, as compared to the three months ended September 30, 2012. The increase in M&A revenue reflects larger deal sizes, increased deal count and a gain in market share.

Enterprise — The results for the three months ended September 30, 2013 reflect a decrease in Enterprise revenue of $0.6 million, or 2.4%, as compared to the three months ended September 30, 2012. The anticipated decrease in Enterprise revenue resulted from the impact of our continued focus on refreshing and repositioning our products, including the need for enhanced functionality.

DCM — The results for the three months ended September 30, 2013 reflect an increase in DCM revenue of $0.2 million, or 2.5%, as compared to the three months ended September 30, 2012. The increase in DCM revenue primarily reflects the impact of a higher volume of loan syndication market transactions during the third quarter, partially offset by the net cumulative impact of 2012 cancellations.

We believe our revenue growth will be driven, barring unforeseen circumstances, by our ongoing investments in our platform and in enhanced service offerings such as our Intralinks VIA offering, by improving our mid-market advisory firm coverage, by expanding our focus on underrepresented geographies and by increasing our overall market share in our strategic transactions business.  We believe that our continued investments in our platform, services and operational infrastructure will allow us to service a greater number of clients more efficiently, including those with larger-scale requirements.

Cost of Revenue and Gross Profit

The following table presents cost of revenue, gross profit and gross margin for the three months ended September 30, 2013 compared to the three months ended September 30, 2012:

	Three Months Ended September 30,						Increase		% Increase
	2013			2012
Cost of revenue	$	15,919		$	15,209		$	710	4.7	%
Gross profit	$	43,197		$	39,544		$	3,653	9.2	%
Gross margin	73.1		%	72.2		%			0.9	%

Cost of revenue for the three months ended September 30, 2013 increased $0.7 million, or 4.7%, as compared to the three months ended September 30, 2012, primarily due to a $0.8 million increase in depreciation and amortization related primarily to the enhancement of our service offerings since the second quarter. Gross margin increased 0.9% due to the fact that revenue increased by $4.4 million, driven primarily by increased revenue related to our M&A business, which was somewhat offset by a $0.7 million increase in cost of revenue.

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Operating Expenses

Total operating expenses for the three months ended September 30, 2013 increased by approximately $4.5 million, or 10.9%, as compared to the three months ended September 30, 2012. The following table presents the components of operating expenses for the three months ended September 30, 2013 compared to the three months ended September 30, 2012:

	Three Months Ended September 30,				Increase (Decrease)			% Increase (Decrease)
	2013		2012
Product development	$	4,878	$	5,359	$	(481	)	(9.0	)%
Sales and marketing	27,122		23,526		3,596			15.3	%
General and administrative	13,844		12,453		1,391			11.2	%
Total operating expenses	$	45,844	$	41,338	$	4,506		10.9	%

Product Development — The results for the three months ended September 30, 2013 reflect a decrease in product development expense of $0.5 million, or 9.0%, as compared to the three months ended September 30, 2012, primarily driven by a $0.8 million decrease in salaries and related expense that resulted from (i) a greater percentage of product development costs being capitalized, including work on Intralinks VIA, our new Enterprise-related content sharing and collaborative solution, as well as development of enhanced functionality in our DCM and M&A products, and (ii) the transfer of certain employees from our product development group to our general and administrative group, which occurred in 2013. This decrease was partially offset by an increase in consulting expense of $0.6 million, primarily product architectural work related to Intralinks VIA.

Sales and Marketing — The results for the three months ended September 30, 2013 reflect an increase in sales and marketing expense of $3.6 million, or 15.3%, as compared to the three months ended September 30, 2012. The increase in sales and marketing expense was primarily driven by (i) an increase of $2.3 million in salaries, commissions and related expense mostly from increased headcount and incentive compensation accruals, and (ii) an increase of $1.0 million of travel and entertainment expense related to the timing of our annual sales conference and the launch of our Intralinks VIA offering.

General and Administrative — The results for the three months ended September 30, 2013 reflect an increase in general and administrative expense of $1.4 million, or 11.2%, as compared to the three months ended September 30, 2012, primarily driven by an increase of $1.3 million in salaries and related expense due to an increase in headcount, as well as the transfer of certain employees from our product development group to our general and administrative group,which occurred in 2013.

Non-Operating Expenses

The following table presents the components of non-operating expenses for the three months ended September 30, 2013 compared to the three months ended September 30, 2012:

	Three Months Ended September 30,						Increase(Decrease)			% Increase(Decrease)
	2013			2012
Interest expense	$	1,242		$	1,171		$	71		6.1	%
Amortization of debt issuance costs	$	71		$	177		$	(106	)	(59.9	)%
Other (income) expense, net	$	(662	)	$	(689	)	$	27		(3.9	)%

Interest Expense —Interest expense for the three months ended September 30, 2013 increased by $0.1 million, or 6.1%, as compared to the three months ended September 30, 2012, primarily due to a higher interest rate on our First Lien Credit Facility, somewhat offset by a lower outstanding debt balance due to principal repayments.

Amortization of Debt Issuance Costs — Amortization of debt issuance costs for the three months ended September 30, 2013 decreased by $0.1 million, or 59.9%, as compared to the three months ended September 30, 2012, due to certain debt issuance costs that became fully amortized in the second quarter of 2013.

Other (Income) Expense, Net — Other (income) expense, net for the three months ended September 30, 2013 and 2012 primarily relates to foreign currency transaction gains.

Income Tax Benefit

Our effective tax rates for the three months ended September 30, 2013 and 2012 of 23.7% and 48.7%, respectively, differ from the U.S. Federal statutory tax rate primarily due to non tax-deductible stock-based compensation expense for incentive stock options, or ISOs, and our employee stock purchase plan, or ESPP, foreign income taxes and state and local income taxes, partially offset by research and development tax credits and tax benefits from ISO disqualifications.

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Comparison of the Nine Months Ended September 30, 2013 and 2012

Revenue

Total revenue was $171.9 million for the nine months ended September 30, 2013, up $12.6 million or 7.9% from the $159.3 million for the nine months ended September 30, 2012, primarily due to a 21.3% increase in M&A revenue. The following table sets forth revenue by principal market for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012, the percentage increase or decrease between those periods, and the percentage of total revenue that each principal market represented for those periods:

										% Revenue
	Nine Months Ended September 30,				Increase (Decrease)			% Increase (Decrease)		Nine Months Ended September 30,
	2013		2012							2013		2012
M&A	$	79,297	$	65,366	$	13,931		21.3	%	46.1	%	41.0	%
Enterprise	70,759		70,446		313			0.4	%	41.2	%	44.2	%
DCM	21,823		23,491		(1,668		)	(7.1	)%	12.7	%	14.7	%
Total revenue	$	171,879	$	159,303	$	12,576		7.9	%	100	%	100	%

M&A — The results for the nine months ended September 30, 2013 reflect an increase in M&A revenue of $13.9 million, or 21.3%, as compared to the nine months ended September 30, 2012.  The increase in M&A revenue reflects larger deal sizes, increased deal count and market share gains in each of the geographic regions in which we operate.

Enterprise — The results for the nine months ended September 30, 2013 reflect a nominal increase in Enterprise revenue as compared to the nine months ended September 30, 2012, due primarily to increased upsells to existing customers.

DCM — The results for the nine months ended September 30, 2013 reflect a decrease in DCM revenue of $1.7 million, or 7.1%, as compared to the nine months ended September 30, 2012.  The decrease in DCM revenue primarily reflects the net cumulative impact of 2012 contract cancellations, partially offset by the impact of a higher volume of loan syndication market transactions during the third quarter.

We believe our revenue growth will be driven, barring unforeseen circumstances, by our ongoing investments in our platform and in enhanced service offerings such as our new Intralinks VIA offering, by improving our mid-market advisory firm coverage, by expanding our focus on underrepresented geographies and by increasing our overall market share in our strategic transactions business.  We believe that our continued investments in our platform, services and operational infrastructure will allow us to service a greater number of clients more efficiently, including those with larger-scale requirements.

Cost of Revenue and Gross Profit

The following table presents cost of revenue, gross profit and gross margin for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012:

	Nine Months Ended September 30,						Increase		% Increase
	2013			2012
Cost of revenue	$	47,709		$	46,935		$	774	1.6	%
Gross profit	$	124,170		$	112,368		$	11,802	10.5	%
Gross margin	72.2		%	70.5		%			1.7	%

Cost of revenue for the nine months ended September 30, 2013 increased $0.8 million, or 1.6%, as compared to the nine months ended September 30, 2012, primarily due to (i) a $2.3 million increase in depreciation and amortization related primarily to the enhancement of our service offerings and (ii) an increase of $0.7 million in salaries and related expense, which was primarily related to incentive compensation accruals.  These increases were somewhat offset by a decrease of $2.2 million in amortization of intangible assets in accordance with the amortization schedule associated with these intangible assets.  Gross margin increased 1.7% due to the $12.6 million increase in revenue, primarily related to the growth in M&A revenue, partially offset by an increase of $0.8 million in cost of revenue.

Operating Expenses

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Total operating expenses for the nine months ended September 30, 2013 increased by approximately $2.3 million, or 1.7%, as compared to the nine months ended September 30, 2012. Excluding an impairment charge taken in the second quarter of 2012, operating expenses increased by $10.7 million, or 8.6%. The following table presents the components of operating expenses for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012:

	Nine Months Ended September 30,				Increase (Decrease)			% Increase (Decrease)
	2013		2012
Product development	$	14,236	$	15,073	$	(837	)	(5.6	)%
Sales and marketing	79,310		70,659		8,651			12.2	%
General and administrative	41,701		38,812		2,889			7.4	%
Impairment loss on capitalized software	—		8,377		(8,377		)	NM
Total operating expenses	$	135,247	$	132,921	$	2,326		1.7	%

Product Development — The results for the nine months ended September 30, 2013 reflect a decrease in product development expense of $0.8 million, or 5.6%, as compared to the nine months ended September 30, 2012, primarily driven by (i) a decrease of $2.0 million in salaries and related expense that resulted from (a) a greater percentage of product development costs being capitalized, including work on Intralinks VIA, our new Enterprise-related content sharing and collaborative solution, as well as development of enhanced functionality in our DCM and M&A products, and (b) the transfer of certain employees from our product development group to our general and administrative group, which occurred in 2013, and (ii) a decrease of $0.2 million in depreciation expense. These decreases were partially offset by an increase of $1.6 million in consulting expense, primarily related to product architectural work and pre-production support.

Sales and Marketing — The results for the nine months ended September 30, 2013 reflect an increase in sales and marketing expense of $8.7 million, or 12.2%, as compared to the nine months ended September 30, 2012, primarily driven by (i) an increase of $5.4 million in salaries, commissions and related expense mostly from increased headcount and incentive compensation accruals, (ii) an increase of $2.1 million in marketing expenses related to the launch of Intralinks VIA and our new corporate branding, and (iii) an increase of $1.2 million of professional fees related to our strategic initiatives.

General and Administrative — The results for the nine months ended September 30, 2013 reflect an increase in general and administrative expense of $2.9 million, or 7.4%, as compared to the nine months ended September 30, 2012, primarily driven by an increase of $4.0 million in salaries and related expense due to an increase in headcount, as well as the transfer of certain employees from our product development group to our general and administrative group, which occurred in 2013, partially offset by a $1.0 million reduction in software maintenance and licensing fees due, in part, to the end of an agreement.

Capitalized Software Impairment — The results for the nine months ended September 30, 2012 include an impairment loss of $8.4 million related to capitalized software. We recorded an impairment loss in the nine months ended September 30, 2012 in conjunction with our strategic review, as management decided at that time to replace certain server-based systems with SaaS-based solutions.

Non-Operating Expenses

The following table presents the components of non-operating expenses for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012:

	Nine Months Ended September 30,					Increase (Decrease)			% Increase (Decrease)
	2013		2012
Interest expense	$	3,516	$	5,245		$	(1,729	)	(33.0	)%
Amortization of debt issuance costs	$	287	$	591		$	(304	)	(51.5	)%
Other (income) expense, net	$	306	$	(1,478	)	$	1,784		(120.7	)%

Interest Expense — Interest expense for the nine months ended September 30, 2013 decreased by $1.7 million, or 33.0%, as compared to the nine months ended September 30, 2012. The decrease was primarily driven by the expiration of the interest rate swap as of June 30, 2012 and a lower outstanding debt balance due to principal repayments, partially offset by a higher interest rate on our First Lien Credit Facility.

Amortization of Debt Issuance Costs — Amortization of debt issuance costs for the nine months ended September 30, 2013 decreased by $0.3 million, or 51.5%, as compared to the nine months ended September 30, 2012 due to certain debt issuance costs that became fully amortized subsequent to September 30, 2012.

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Other (Income) Expense, Net — Other (income) expense, net for the nine months ended September 30, 2013 primarily relates to foreign currency transaction losses. Other (income) expense, net for the nine months ended September 30, 2012 primarily relates to a $1.5 million gain associated with the fair value adjustment to our interest rate swap that matured as of June 30, 2012.

Income Tax Benefit

Our effective tax rates for the nine months ended September 30, 2013 and 2012 of 24.7% and 36.3%, respectively, differ from the U.S. Federal statutory tax rate primarily due to non tax-deductible stock-based compensation expense for ISOs and our ESPP, foreign income taxes and state and local income taxes, partially offset by research and development tax credits and tax benefits from ISO disqualifications.

The nine month effective tax rate at September 30, 2013 was increased by a prior period adjustment totaling approximately $839, which was recorded as a cumulative decrease to long-term deferred tax assets within the Consolidated Balance Sheet at June 30, 2013, and was reflected as an income tax expense within the Consolidated Statement of Operations for the three and six months ended June 30, 2013. We do not believe that this adjustment is material to the consolidated financial statements for any prior period. We also do not believe this adjustment will be material to our 2013 results.

Cash Flows

	Nine Months Ended September 30,
	2013			2012
Cash and cash equivalents	$	44,643		$	31,076
Net cash provided by operating activities	$	30,133		$	21,182
Net cash used in investing activities	(28,931		)	(21,084		)
Net cash used in financing activities	(92		)	(15,480		)
Effect of exchange rates on cash and cash equivalents	(265		)	(236		)
Net increase (decrease) in cash and cash equivalents	$	845		$	(15,618	)

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2013 was $30.1 million, as a result of $23.5 million in cash generated from results of operations, after adjusting for non-cash items, and a net increase in our operating assets and liabilities of $6.6 million. The net increase in operating assets and liabilities consisted of: (i) a $6.0 million increase in deferred revenue, and (ii) an increase of $3.6 million in accounts payable due to more effective cash management, partially offset by (a) an increase of $2.4 million of prepaid expenses and other current assets, due primarily to prepaid licensing costs related to software infrastructure, and (b) an increase of $1.2 million in accounts receivable related, in part, to higher billings. Additionally, net cash provided by operating activities during the nine months ended September 30, 2013 primarily consisted of a net loss of $11.4 million plus adjustments for non-cash items including (a) amortization of intangible assets of $17.8 million, (b) depreciation and amortization of $15.1 million, (c) stock-based compensation expense of $6.2 million, (d) amortization of deferred costs of $1.2 million, and (e) provision for bad debts and customer credits of $1.1 million, partially offset by (f) a reduction in net deferred tax liability of $6.3 million.

Net cash provided by operating activities during the nine months ended September 30, 2012 was $21.2 million, as a result of $21.1 million in cash generated from results of operations, after adjusting for non-cash items, and a net increase in our operating assets and liabilities of $0.1 million. The net increase in operating assets and liabilities consisted of an increase of $4.3 million in accrued expenses and other current liabilities primarily driven by timing of payments, partially offset by (i) an increase of $3.4 million in prepaid expenses and other current assets primarily related to the timing of contractual and statutory obligations and (ii) a decrease of $1.6 million in accounts payable due to timing of payments. Additionally, net cash provided by operating activities during the nine months ended September 30, 2012 primarily consisted of a net loss of $15.9 million, plus adjustments for non-cash items including (a) amortization of intangible assets of $19.9 million, (b) depreciation and amortization of $13.5 million, (c) impairment of capitalized software of $8.4 million, (d) stock-based compensation expense of $4.8 million, (e) provision for bad debts and customer credits of $1.4 million, and (f) amortization of deferred costs of $1.3 million, partially offset by (g) a reduction in net deferred tax liability of $11.5 million, and (h) a realized gain on the interest rate swap of $1.5 million.

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Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2013 and 2012 was $28.9 million and $21.1 million, respectively. During the nine months ended September 30, 2013 and 2012, purchases of investments of $36.5 million and $31.3 million, respectively, consisted primarily of commercial paper and corporate notes. The maturity of investments during the nine months ended September 30, 2013 and 2012 totaled $32.6 million and $31.8 million, respectively. Cash used in investing activities related to capital expenditures for infrastructure during the nine months ended September 30, 2013 and 2012 was $5.4 million and $6.9 million, respectively.

Investments in capitalized software development costs for the nine months ended September 30, 2013 and 2012 were $16.6 million and $14.7 million, respectively. We anticipate capital expenditures and investments in our software development may increase in future periods, in line with our growth strategy. Capital expenditures, including capital software, are currently restricted to $35.0 million on an annual basis, under the covenants of our First Lien Credit Facility. That amount will be increased or decreased by the under- or over-spend, respectively, compared to the base amount from the prior year. The annual maximum capital expenditure limit may be further increased at our option, by borrowing 25% of our capital expenditure availability from the succeeding year.

We restricted $2.4 million of cash during the nine months ended September 30, 2013 when we replaced the obligations previously covered by our now expired revolving line of credit, which relate to our office leases for various locations, under a separate cash collateralized facility.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2013 of $0.1 million includes $0.6 million of repayments of outstanding finance arrangements and $0.6 million of repayments of outstanding principal on long-term debt, partially offset by proceeds from the exercise of stock options and issuance of common stock of $1.2 million.

Net cash used in financing activities for the nine months ended September 30, 2012 of $15.5 million includes debt repayments of $15.7 million, partially offset by $0.5 million of proceeds from the exercise of stock options and issuance of common stock.

Covenants

The borrowings under the First Lien Credit Facility are subject to certain affirmative and negative covenants, both financial and non-financial. The terms of the First Lien Credit Facility include both an annual capital expenditures limit and an annual EBITDA limit. We were in compliance with all of our financial and non-financial covenants as of September 30, 2013. These agreements also contain customary events of default, including, but not limited to, cross-defaults among these agreements. Although we currently expect to remain in compliance with these existing covenants, any breach of these covenants or a change in control could result in a default, which could cause all of the outstanding indebtedness to become immediately due and payable and terminate all commitments from our lenders to extend further credit.

Liquidity and Capital Resources

We currently use the net cash generated from operations to fund our working capital needs and our capital expenditure requirements. At September 30, 2013, we had approximately $44.6 million in cash and cash equivalents, $34.7 million in short-term investments and $37.9 million in accounts receivable, net of allowance for doubtful accounts and credit reserve. We believe that we have sufficient cash resources to continue operations for at least the next 12 to 24 months.

If the credit markets were to experience a period of disruption, as has happened in the past, that could adversely affect our access to financing, as well as our revenue growth (due to our customer base in the DCM and M&A markets).  Additionally, if the national or global economy or credit market conditions in general were to deteriorate, it is possible that those changes could adversely affect our credit ratings, which, among other things, could have a material adverse effect on our ability to obtain external financing or to refinance our existing indebtedness.

Moody's has rated our First Lien Credit Facility B1 with a stable outlook and Standard & Poor's has rated our First Lien Credit Facility B+ with a stable outlook as of September 30, 2013.

Credit rating agencies review their ratings periodically and, therefore, the credit rating assigned to us by each agency may be subject to revision at any time. Factors that can affect our credit ratings include changes in our operating performance, the economic environment, our financial position, conditions in any of our principal markets and changes in our business strategy. If weak financial market conditions or competitive dynamics cause any of these factors to deteriorate, we could see a reduction in our corporate credit rating.

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On May 16, 2012, Standard & Poor's Rating Services placed all of our credit ratings, including our ‘BB-' corporate credit rating, on CreditWatch with negative implications. Subsequently on August 17, 2012, the Standard & Poor's Rating Services lowered our corporate credit rating from 'BB-' to 'B+' with a stable outlook. The stable outlook reflects a significant level of recurring base revenues, good channel partner relationships and a conservative financial policy. We will continue the steadfast execution of our strategic growth plan and remain committed to maintaining a strong credit rating.

Changes in our credit rating could adversely impact the interest rates on our First Lien Credit Facility. However, for so long as our corporate credit rating is at least B1 (stable) from Moody’s and at least B+ (stable) from Standard & Poor’s, our Eurodollar rate margin will be 4.25%. If our credit rating were to further decline, our Eurodollar rate margin would increase to 4.50%.

Our First Lien Credit Facility provided for term loans in the aggregate principal amount of $135.0 million. Prior to June 30, 2011, each quarterly installment payment was equal to $0.3 million. The terms of our First Lien Credit Facility require any voluntary prepayment of our term loans to be applied on a pro rata basis to each scheduled installment of principal. As of June 30, 2011, the quarterly installment payments decreased to $0.2 million as result of the voluntary prepayment made in April 2011. Each principal payment is due on the last day of each quarter, commencing with the quarter ended September 30, 2007 and continuing for 27 quarterly installments, with the balance due in a final installment on June 15, 2014. Additionally, the First Lien Credit Facility includes a requirement for mandatory prepayments of 50% of our excess free cash flow as measured on an annual basis. Excess free cash flow is generally defined as our adjusted EBITDA less debt service costs, capital expenditures, current income taxes paid and any cash security deposits made in respect of leases for office space, as adjusted for changes in our working capital. In line with the terms of the First Lien Credit Facility, an excess cash flow mandatory prepayment was not required for fiscal years 2011 and 2012 due to our Consolidated Leverage Ratio (as defined in the credit agreement) being less than 3.25 at December 31, 2011 and 2012.

The term loans under the First Lien Credit Facility, as amended, bear interest at the higher of the Eurodollar Rate (as defined in the credit agreement) or 1.50% plus 4.50% per annum, resulting in an interest rate of 6.00% at September 30, 2013. Interest payments on the First Lien Credit Facility are due on the last business day of each month.

The First Lien Credit Facility also provided for a $15.0 million revolving line of credit, which expired on June 15, 2013. The obligations previously covered by our revolving line of credit, which were primarily related to our operating lease agreements for our various office locations, were replaced under a separate cash collateralized facility under which we originally provided the bank with $2.5 million and the bank provided certain of our landlords with separate letters of credit for each location. The cash collateral balance is $2.4 million at September 30, 2013. This facility expires on June 3, 2014 and as such is classified as current restricted cash on our Consolidated Balance Sheet. In May 2013, a requirement for a $0.8 million standby letter of credit related to our corporate charge card utilized by executives and certain other employees was terminated.

The First Lien Credit Facility is secured by security interests and liens against all of our assets, including a pledge of 100% of the equity interests in our domestic subsidiaries and an obligation to pledge 65% of the equity interests in our direct foreign subsidiaries.

All obligations under the First Lien Credit Facility are unconditionally guaranteed by our direct and indirect domestic subsidiaries. These guarantees are secured by substantially all the present and future property of the guarantors.

In conjunction with our variable rate debt, we entered into an interest rate swap agreement to fix the interest rate, which matured on June 30, 2012. Upon maturity, we recognized a gain on the interest rate swap of $1.5 million during the nine months ended September 30, 2012 that is included in "Other (income) expense, net" on our Consolidated Statement of Operations.

The First Lien Credit Facility was originally implemented in 2007 as a $150 million facility, of which $135 million was in the form of term loans and $15 million was in the form of a revolving line of credit. In accordance with its original terms, the First Lien Credit Facility provides that the term loans mature on June 15, 2014, while the revolving line of credit expired on June 15, 2013. This facility provided us liquidity through our initial public offering in 2010 and we have since repaid half of the original balance of these term loans.

Cash paid for interest during the nine months ended September 30, 2013 and 2012 was $3.5 million and $5.2 million, respectively.

Due to the continued positive operating performance of our business, we have not needed to borrow additional amounts under our credit facilities or obtain additional financing to fund our operations and capital expenditures.

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Contractual Obligations and Commitments

The following table sets forth, as of September 30, 2013, certain significant cash obligations that will affect our future liquidity.

	Total		Less than 1 year		1 – 3 Years		3 – 5 Years		More than 5 years
Long-term debt, including current portion	$	75,481	$	75,328	$	153	$	—	$	—
Interest on long-term debt	3,414		3,414				—		—
Operating leases	24,714		4,690		7,516		5,543		6,965
Third-party hosting commitments	9,392		4,252		5,140		—		—
Other contractual commitments (including interest)	1,301		1,150		151		—		—
Total	$	114,302	$	88,834	$	12,960	$	5,543	$	6,965

Long-Term Debt and Interest on Long-Term Debt

Interest on long-term debt consists of expected interest payments on the First Lien Credit Facility through its maturity date, June 15, 2014, based on assumptions regarding the amount of debt outstanding and assumed interest rates. The assumed interest rate on the First Lien Credit Facility was 6.00%, representing a 1.50% LIBOR floor plus a 4.50% spread. All of the First Lien Credit Facility is current as of September 30, 2013. We intend to refinance our debt on a long-term basis prior to the expiration of the First Lien Credit Facility.

Other Financing Arrangement

In June 2011, we entered into a financing arrangement in the amount of $1.2 million for third-party software, including financing costs of $0.1 million to be repaid over a term of 49 months. In December 2011, we entered into a second financing arrangement for licensing and support of internal systems in the amount of $0.2 million to be repaid over a term of 25 months.

Operating Leases and Third-party Hosting Commitments

Our principal executive office in New York, New York occupies approximately 66,832 square feet. This space is comprised of 43,304 square feet under a lease agreement that expires in July 2021 and 23,528 square feet under a sublease agreement that expires in December 2013. In addition, our facility in Charlestown, Massachusetts occupies 36,557 square feet under a lease that expires in December 2015.

We also maintain space in Amsterdam, London, Paris, Chicago, São Paulo, Frankfurt, Sydney and San Francisco for our sales and services activities. We believe that our facilities are adequate for our current needs. However, we may obtain additional office space to house additional services personnel in the near future and we may require other additional office space as our business grows.

Our commitments to our third-party hosting provider expire in December 2015. Our hosting obligations are largely impacted by service expansion requirements in line with the growth of our business.

Uncertain Tax Positions

Our tax reserves for uncertain tax positions of $4.0 million (including interest and penalties of $0.2 million) are included within “Other long term liabilities” on our Consolidated Balance Sheet as of September 30, 2013.

Unrecognized tax benefits totaled $3.8 million and $3.3 million at September 30, 2013 and December 31, 2012, respectively. We do not expect that the balance of unrecognized tax benefits will significantly increase or decrease over the next twelve months. We are not able to reasonably estimate when we would make any cash payments required to settle these liabilities beyond the next twelve months, but we do not believe that the ultimate settlement of our obligations will materially affect our liquidity.

Off-Balance Sheet Arrangements

We do not currently have, and did not have during the periods presented, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our consolidated balance sheets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk affecting our company, see Item 7A: "Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Our exposure related to market risk has not materially changed from that disclosed in our Annual Report.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Management believes that the consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with GAAP, and our principal executive officer and principal financial officer have certified that they fairly present in all material respects our financial condition, results of operations and cash flows for each of the periods presented in this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

In the ordinary course of business, we and our subsidiaries are subject to various claims, charges, disputes, litigation and regulatory inquiries and investigations. These matters, if resolved adversely against us, may result in monetary damages, fines and penalties or require changes in our business practices. We are not currently aware of any pending or threatened material claims, charges, disputes, litigation and regulatory inquiries and investigations except as follows:

Securities Class Action. On December 5, 2011, we became aware of a purported class action lawsuit filed in the U.S. District Court for the Southern District of New York, or the SDNY or the Court, against us and certain of our then current and former executive officers. The initial complaint, or the Wallace Complaint, alleges that the defendants made false and misleading statements or omissions in violation of the Securities Exchange Act of 1934, as amended. The plaintiff seeks unspecified compensatory damages for the purported class of purchasers of our Common Stock during the period from February 17, 2011 through November 10, 2011, or the Allegation Period. On December 27, 2011, a second purported class action complaint, which makes substantially the same claims as, and is related to, the Wallace Complaint, was filed in the SDNY against us and certain of our current and former executive officers seeking similar unspecified compensatory damages for the Allegation Period. On April 3, 2012, the Court consolidated the actions and appointed Plumbers and Pipefitters National Pension Fund as lead plaintiff, and also appointed lead counsel in the consolidated action, or the Consolidated Class Action. On June 15, 2012, the lead plaintiff filed an amended complaint, or the Consolidated Class Action Complaint, that in addition to the original allegations made in the Wallace Complaint, alleges that we, certain of our current and former officers and directors, and the underwriters in our April 6, 2011 stock offering issued a registration statement and prospectus in connection with the offering that contained untrue statements of material fact or omitted material information required to be stated therein in violation of the Securities Act of 1933, as amended. The defendants filed their motion to dismiss the action on July 31, 2012, and in response to the lead plaintiff’s opposition to the defendants' motions, which was filed on September 17, 2012, the defendants filed their replies to plaintiff's opposition on October 10, 2012. On May 8, 2013, the Court issued an opinion dismissing claims based on certain allegations in the complaint, but otherwise denied defendants' motions to dismiss.  On June 28, 2013, defendants filed their answers to the Consolidated Class Action Complaint. On October 15, 2013, the Court entered the parties’ pretrial scheduling stipulation, which provided, inter alia, that the parties would fully brief any motions for summary judgment by February 17, 2015. We believe that these claims are without merit and intend to defend these lawsuits vigorously.

Dixon Derivative Action.  On December 28, 2011, a shareholder derivative complaint was filed in the SDNY against us and certain of our current and former directors. The complaint, or the Dixon Action, alleges that the defendants breached their fiduciary duties by causing us to issue materially false and misleading statements about our business prospects, financial condition and performance during the same Allegation Period alleged in the Consolidated Class Action Complaint. On June 6, 2013, the parties filed a stipulation with the SDNY agreeing to stay all proceedings in the Dixon Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. We believe that the claims in the Dixon Action are without merit and intend to defend this lawsuit vigorously.

Horbal Derivative Action.  On April 16, 2012, a second shareholder derivative complaint, or the Horbal Action, was filed in the Supreme Court of the State of New York in New York County, or the New York State Court, against us and certain of our current and former directors and officers. The Horbal Action makes substantially the same claims as, and is related to, the Dixon Action, except that it alleges violations of state law. On April 24, 2012, one of the director defendants removed the Horbal Action to the SDNY, and on May 7, 2012, it was assigned to the same judge as in the Dixon Action. On May 22, 2012, the plaintiff in the Horbal Action moved to remand the case to New York State Court. On June 8, 2012, defendant filed an opposition to remand, and the plaintiff filed a reply on June 15, 2012. On March 11, 2013, the SDNY granted plaintiff's motion to remand, and the case is currently pending in New York State Court. On June 6, 2013, the parties filed a stipulation with the New York State Court agreeing to stay all proceedings in the Horbal Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. We believe the claims in the Horbal Action are without merit and intend to defend this lawsuit vigorously.

Levine Shareholder Demand Letter. We received a shareholder demand letter, dated May 16, 2013, demanding that our board of directors, or the Board, take action to remedy alleged breaches of fiduciary duty by current and former directors and officers. These alleged breaches are based on the same alleged misconduct in the complaints in the Dixon, Horbal, and Consolidated Class Actions. The letter specifically demands that our Board undertake an independent internal investigation into the alleged breaches and commence a civil action against each of the allegedly breaching current and former directors and officers. On June 26, 2013, our Board created a Demand Committee to conduct an investigation into the allegations in the Levine demand letter.

SEC Investigation. On July 10, 2013, we announced that we received written notification from the SEC that the SEC's investigation, as previously disclosed, has been terminated and that no enforcement action has been recommended against us. The investigation commenced on August 4, 2011 upon the SEC's request for certain documents related to our business from January 1, 2011 through August 4, 2011.

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ITEM 1A: RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this and previous Quarterly Reports on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which could materially affect our business, financial condition or future results. There are no material changes to the risk factors described in our Annual Report.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4: MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit Number	Description
10.1 *	Lease Agreement, dated July 15, 2008, as amended by a First Amendment to Lease dated December 21, 2010 and a Letter Agreement dated May 22, 2013, by and between Schrafft Center LLC and Intralinks, Inc.
10.2 *^	Employment Agreement, dated as of April 9, 2012, by and between Intralinks Holdings, Inc. and Rainer Gawlick.
31.1 *	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *	Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *	Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+	XBRL Instance Document
101.SCH+	XBRL Taxonomy Extension Schema Document
101.CAL+	XBRL Taxonomy Calculation Linkbase Document
101.LAB+	XBRL Taxonomy Label Linkbase Document
101.PRE+	XBRL Taxonomy Presentation Linkbase Document
101.DEF+	XBRL Taxonomy Definitions Linkbase Document

* Filed herewith.

^ Indicates a management contract or compensation plan, contract or arrangement.

+ Attached as Exhibits 101 to this report are the following financial statements from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Comprehensive Loss, (iv) the Consolidated Statement of Cash Flows and (v) related notes to these financial statements.

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed "filed" or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf on the date set forth below by the undersigned thereunto duly authorized.

	INTRALINKS HOLDINGS, INC.
Date: November 8, 2013	By: /s/ Ronald W. Hovsepian Ronald W. Hovsepian President and Chief Executive Officer
Date: November 8, 2013	By: /s/ Derek Irwin Derek Irwin Chief Financial Officer

34

EX-10.1

Execution Copy

COMMERCIAL LEASE

SUBMISSION NOT AN OPTION

EMPLOYEES OR AGENTS OF LANDLORD HAVE NO AUTHORITY TO MAKE OR

AGREE TO MAKE A LEASE OR ANY OTHER AGREEMENT IN CONNECTION

HEREWITH. THE SUBMISSION OF THIS LEASE FOR EXAMINATION AND

NEGOTIATION DOES NOT CONSTITUTE AN OFFER TO LEASE, A RESERVATION OF,

OR OPTION FOR THE PREMISES AND SHALL VEST NO RIGHT IN ANY PARTY.

TENANT OR ANYONE CLAIMING UNDER OR THROUGH TENANT SHALL HAVE THE

RIGHTS TO THE PREMISES AS SET FORTH HEREIN AND THIS LEASE BECOMES

EFFECTIVE AS A LEASE ONLY UPON EXECUTION, ACKNOWLEDGMENT AND

DELIVERY THEREOF BY LANDLORD AND TENANT, REGARDLESS OF ANY

WRITTEN OR VERBAL REPRESENTATION OF ANY AGENT, MANAGER OR

EMPLOYEE OF LANDLORD TO THE CONTRARY.

Table of Contents

SECTION PAGE

ARTICLE I	SUMMARY OF BASIC LEASE PROVISIONS	1
SECTION 1.1	INTRODUCTION	1
SECTION 1.2	BASIC DATA	1
SECTION 1.3	ENUMERATION OF EXHIBITS	3
ARTICLE II	DESCRIPTION OF PREMISES AND APPURTENANT RIGHTS
SECTION 2.1	LOCATION OF PREMISES	4
SECTION 2.2	APPURTENANT RIGHTS AND RESERVATIONS	4
ARTICLE III	TERM OF LEASE: CONDITION OF PREMISES	5
SECTION 3.1	TERM OF LEASE	5
SECTION 3.2	CONDITION OF PREMISES	5
SECTION 3.3	EXTENSION PERIOD	6
ARTICLE IV	RENT	8
SECTION 4.1	RENT PAYMENTS	8
SECTION 4.2	REAL ESTATE TAX	9
SECTION 4.3	TENANT'S SHARE OF OPERATING COSTS	10
SECTION 4.4	INDEPENDENT COVENANTS	14
ARTICLE V	USE OF PREMISES	14
SECTION 5.1	PERMITTED USE	14
SECTION 5.2	COMPLIANCE WITH LAWS	15
SECTION 5.3	INSURANCE RISKS	16
SECTION 5.4	ELECTRICAL EQUIPMENT	16
SECTION 5.5	TENANT’S OPERATIONAL COVENANTS	16
SECTION 5.6	SIGNS, BLINDS and DRAPES	17
SECTION 5.7	HAZARDOUS MATERIALS	17
ARTICLE VI	INSTALLATIONS, ALTERATIONS, AND ADDITIONS	18
SECTION 6.1	INSTALLATIONS, ALTERATIONS, AND ADDITIONS	18
ARTICLE VII	ASSIGNMENT AND SUBLETTING	19
SECTION 7.1	PROHIBITION	19
SECTION 7.2	ACCEPTANCE OF RENT FROM TRANSFEREE	22
ARTICLE VIII	REPAIRS AND MAINTENANCE	22
SECTION 8.1	TENANT OBLIGATIONS	22
SECTION 8.2	LANDLORD OBLIGATIONS	22

i

ARTICLE IX	SERVICES TO BE FURNISHED BY LANDLORD; UTILITIES	23
SECTION 9.1	LANDLORD’S SERVICES	23
SECTION 9.2	CAUSES BEYOND CONTROL OF THE LANDLORD	23
SECTION 9.3	SEPARATELY METERED UTILITIES	24
ARTICLE X	INDEMNITY	25
SECTION 10.1	THE TENANT’S INDEMNITY	25
SECTION 10.2	THE TENANT’S RISK	25
SECTION 10.3	INJURY CAUSED BY THIRD PARTIES	26
SECTION 10.4	SECURITY	26
ARTICLE XI	INSURANCE	26
SECTION 11.1	TENANT INSURANCE OBLIGATIONS	26
SECTION 11.2	CONSTRUCTION PERIOD INSURANCE	26
SECTION 11.3	LANDLORD’S INSURANCE	27
SECTION 11.4	WAIVER OF SUBROGATION	27
ARTICLE XII	CASUALTY	27
SECTION 12.1	DEFINITION OF “SUBSTANTIAL DAMAGE” AND “PARTIAL DAMAGE”	27
SECTION 12.2	PARTIAL DAMAGE TO THE BUILDING	28
SECTION 12.3	SUBSTANTIAL DAMAGE TO THE BUILDING	28
SECTION 12.4	ABATEMENT OF RENT	28
SECTION 12.5	MISCELLANEOUS	29
ARTICLE XIII	EMINENT DOMAIN	29
SECTION 13.1	RIGHTS OF TERMINATION FOR TAKING	29
SECTION 13.2	PAYMENT OF AWARD	30
SECTION 13.3	ABATEMENT OF RENT	30
SECTION 13.4	MISCELLANEOUS	30
ARTICLE XIV	TENANT’S DEFAULT
SECTION 14.1	TENANT'S DEFAULT
ARTICLE XV	THE LANDLORD’S ACCESS TO PREMISES	34
SECTION 15.1	THE LANDLORD'S RIGHT OF ACCESS	34
ARTICLE XVI	LANDLORD'S MORTGAGES
SECTION 16.1	SUBORDINATION	35
SECTION 16.2	MODIFICATIONS	35
ARTICLE XVII	MISCELLANEOUS PROVISIONS	35
SECTION 17.1	CAPTIONS	35

ii

SECTION 17.2	BROKERAGE	36
SECTION 17.3	HOLDOVER	36
SECTION 17.4	COUNTERPARTS	36
SECTION 17.5	CONSTRUCTION AND GRAMMATICAL USAGE	36
SECTION 17.6	LETTER OF CREDIT	36
SECTION 17.7	LANDLORD’S ENFORCEMENT EXPENSES	38
SECTION 17.8	NO SURRENDER	38
SECTION 17.9	COVENANT OF QUIET ENJOYMENT	38
SECTION 17.10	NO PERSONAL LIABILITY OF THE LANDLORD	38
SECTION 17.11	NOTICES	38
SECTION 17.12	FINANCIAL INFORMATION	39
SECTION 17.13	RULES AND REGULATIONS	39
SECTION 17.14	RIGHT TO MOVE	39
SECTION 17.15	ESTOPPEL CERTIFICATES	40
SECTION 17.16	SIGNAGE	40
SECTION 17.17	WHEN LEASE BECOMES BINDING	40
SECTION 17.18	MISCELLANEOUS	41
SECTION 17.19	ENTIRE AGREEMENT	41
SECTION 17.20.	ROOF TOP RIGHTS	41
SECTION 17.21.	NOTICE OF LEASE	42
RULES AND REGULATIONS		45
EXHIBIT A:	Plan showing the Premises	48
EXHIBIT A-l	Legal Description of Lot	49
EXHIBIT B:	Construction Work Letter	51
EXHIBIT B-l	Construction	52
EXHIBIT B-2	Specifications for Landlord’s Work	56
EXHIBIT B-3	Construction Plans	57
EXHIBIT C:	Term Commencement Date Agreement	58

iii

Execution Copy

LEASE

This instrument is an indenture of lease by and between Schrafft Center LLC, a Massachusetts limited liability company ("Landlord") and IntraLinks, Inc., a Delaware corporation ("Tenant").

The parties to this instrument hereby agree with each other as follows:

ARTICLE I

SUMMARY OF BASIC LEASE PROVISIONS

1.1           INTRODUCTION

As further supplemented in the balance of this instrument and its Exhibits, the following sets forth the basic terms of this Lease, and, where appropriate, constitutes definitions of certain terms used in this Lease.

1.2           BASIC DATA

Date:	July 15, 2008
Landlord:	Schrafft Center LLC
Present Mailing Address of Landlord:	c/o The Flatley Company
	50 Braintree Hill Office Park
	Braintree, MA 02184-8754
	Attn: Commercial/Industrial Division
Payment Address:	c/o The Flatley Company
	50 Braintree Hill Office Park Braintree, MA 02184-8754
	Attn: Commercial/Industrial A/R
Tenant:	IntraLinks, Inc.
Mailing Address of Tenant:	Intralinks, Inc.
	150 East 42nd Street, 8th Floor
	New York, NY 10017
	Attn: General Counsel
Premises:	Approximately 19,575 rentable square feet of floor area comprising the Annex Building, as identified on Exhibit A attached hereto and made a part hereof.

Lease Term:	Commencing on the Term Commencement Date and ending seven (7) years after the Rent Commencement Date (plus the partial calendar month immediately following the Rent Commencement Date if the Rent Commencement Date does not fall on the first (1st) day of a month).
Term Commencement Date:	The date upon which Landlord has Substantially Completed the Landlord’s Work and delivered the Premises to Tenant (as defined in Exhibit B), which shall be no later than January 1, 2009.
Base Rent:	For the first Lease Year, at the rate of $294,000.00 per annum ($24,500.00 per month) (based on $24.50 psf for 12,000 square feet); For the second Lease Year, at the rate of $400,000.00 per annum ($33,333.34 per month) (based on $25.00 psf for 16,000 square feet); For the third and fourth Lease Years, at the rate of $518,737.50 per annum ($43,228.13 per month) (based on $26.50 psf for 19,575 square feet); and For the fifth, six and seventh Lease Years, at the rate of $538,312.50 per annum ($44,859.30 per month) (based on $27.50 psf for 19,575 square feet).
Rent Commencement Date:	The later of (i) The Term Commencement Date, or (ii) January 1, 2009.
Security Deposit:	$150,000.00 irrevocable letter of credit, in form and substance reasonably satisfactory to Landlord, as provided in Section 17.6
Guarantor of Tenant's Obligations:	None.
Permitted Use:	For general office, business administration and software development, and for no other purpose or purposes.
Tenant's Proportionate Share:	3.21%, which is based on the fraction: Square Footage of Tenant’s Premises: 19,575/Aggregate of All the Rentable Square Footage (whether or not rented or improved within the entire Building of which the Annex Building is a part):609,536.

Additional Rent:	Tenant shall pay Tenant's Proportionate Share of the increase (i) in Operating Expenses over the Operating Expense Base and (ii) in Real Estate Taxes over the Real Estate Tax Base.
	(i) Operating Expense Base:  The Operating Costs for the Building and Lot for the Calendar Year ending December 31, 2009.
	(ii) Real Estate Tax Base:  Real Estate Taxes for the Building and Lot for the City of Boston Fiscal Year ending June 30, 2009.

Tenant's Insurance Requirements:	Public Liability: TWO MILLION AND 00/100 ($2,000,000.00) Dollars for injury to one person, TWO MILLION AND 00/100 ($2,000,000.00) Dollars for injury to more than one person, per incident.
	Property Damage: TWO MILLION AND 00/100 ($2,000,000.00) Dollars per incident.
1.3	ENUMERATION OF EXHIBITS
Exhibit A:	Plan showing the Premises
Exhibit A-1:	Legal description of Lot
Exhibit B:	Construction Work Letter
Exhibit B-l:	Construction
Exhibit B-2:	Specifications for Landlord’s Work
Exhibit B-3:	Construction Plans
Exhibit C:	Term Commencement Date Agreement

ARTICLE II

DESCRIPTION OF PREMISES AND APPURTENANT RIGHTS

 2.1          LOCATION OF PREMISES

The Landlord hereby leases to Tenant, and Tenant hereby accepts from Landlord, the premises (the “Premises”) described as the Annex Building, which is a part of Landlord’s building (the “Building”) located at The Schrafft Center, with an address of 529 Main Street, Charlestown, MA consisting of approximately 19,575 square feet of space as identified on Exhibit A. Nothing in Exhibit A shall be treated as a representation that the Premises or the Building shall be precisely of the area, dimensions, or shapes as shown, it being the intention of the parties only to show diagrammatically, rather than precisely, on Exhibit A the layout of the Premises and the Building.

2.2          APPURTENANT RIGHTS AND RESERVATIONS

Tenant shall have, as appurtenant to the Premises, the exclusive right to use the loading dock with double doors attached to the Premises and the rights to use in common with others entitled thereto the common facilities included in the Building or the land on which the Building is located (the "Lot"), including common walkways, driveways, lobbies, hallways, ramps, the stairways and elevators, necessary for access to said Premises and lavatories nearest thereto, and the risers, conduits and the Telecommunications Equipment Space of the Building for Tenant’s telecommunications and computer needs subject to the provisions of Section 17.20. The legal description of the Lot is attached hereto as Exhibit A-l. In addition, Tenant shall have the right, in common with others entitled thereto, to use the amenities located in the Building from time to time, including the cafeteria, stores, fitness center and day care center, to the extent such amenities are made available to other tenants of the Building. Such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord by suitable notice, applicable to, and equally enforced against, all tenants of the Building, and to the right of Landlord to designate and to change from time to time the areas and facilities so to be used, provided that such changes do not materially adversely interfere with the use of the Premises for the Permitted Use or Tenant’s access to the Premises.

Tenant shall have the exclusive right to use the four (4) reserved parking spaces within the area designated on Exhibit A as the “Exclusive Parking Area” for the use of its employees, agents, representatives and clients. Landlord shall have the right to identify the Exclusive Parking Area by appropriate signage and, after prior notice to Tenant as to the method of and procedure for enforcement (such as a sticker system or towing), to enforce Tenant's exclusive parking rights. Tenant shall also

have the non-exclusive right to use parking spaces in the general parking lot shown in Exhibit A (the “ General Lot”), free of charge, on a first come, first serve basis. Tenant shall abide by and shall ensure that its employees and any other occupants of the Premises abide by the reasonable rules and regulations governing the General Lot and the Exclusive Parking Area provided to Tenant by suitable notice and applicable to, and equally enforced against, all tenants of the Building.

Not included in the Premises are the roof or ceiling, the floor and all perimeter walls of the space identified in Exhibit A, except the inner surfaces thereof and the perimeter doors and windows. The Landlord reserves the right to install, use, maintain, repair and replace in the Premises (but in such manner as not unreasonably to interfere with Tenant's use of the Premises) utility lines, shafts, pipes, and the like, in, over and upon the Premises, provided that the same are located above the dropped ceiling (or, if there is no dropped ceiling, then within three (3) feet of the roof deck), below the floor surfaces or tight against demising walls or columns. Landlord agrees to repair any damage to the Premises caused by the installation of any such items. Such utility lines, shafts, pipes and the like shall not be deemed part of the Premises under this Lease. The Landlord also reserves the right to alter or relocate any common facility and to change the lines of the Lot, provided that such changes do not unreasonably interfere with the use of the Premises for the Permitted Use or Tenant’s access to Premises.

ARTICLE III

TERM OF LEASE: CONDITION OF PREMISES

3.1             TERM OF LEASE

The term of this Lease shall be the period specified in Section 1.2 hereof as the “Lease Term” commencing upon the Term Commencement Date specified in Section 1.2. Promptly upon the determination of the date constituting the Term Commencement Date, the parties hereto shall enter into a term commencement date agreement substantially in the form of Exhibit C attached hereto and made a part hereof.

3.2             CONDITION OF PREMISES

Landlord shall Substantially Complete the Premises and prepare same for occupancy by Tenant and deliver the Premises to Tenant in accordance with the Plans, as set forth in Exhibit “B” attached hereto, and subject only to Tenant Delays and the Force Majeure events listed herein, Landlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in accordance with Exhibit B-l and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises are not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the right to be compensated by receiving a rent credit as of the Rent Commencement Date in the amount of one thousand five hundred dollars ($1,500.00) for each day that the Premises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, 2009, then Tenant may, as its sole remedy (other than the rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the part of the Landlord to provide occupancy as herein described shall not constitute a breach or default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by Tenant, either direct or consequential.

Notwithstanding the foregoing, if Tenant's personnel shall occupy all or any part of the Premises for the conduct of its business prior to the Term Commencement Date as determined pursuant to the preceding paragraph, such date of occupancy shall, for all intents and purposes of this Lease, be the Term Commencement Date.

Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s sole risk, shall not interfere with the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except the payment of Rent. Landlord may designate which portion of the Premises shall be made available for these employees, provided such space is reasonably sufficient for conduct of Tenant’s business by these employees. Upon such early occupancy by Tenant until the Term Commencement Date, Tenant agrees to pay its pro rata share of separately metered utilities to the Premises, which share shall be based on the proportion of the rentable square feet of floor area designated by Landlord for Tenant’s use pursuant to this subsection to the rentable square feet of floor area of the Premises.

3.3.1    EXTENSION PERIOD   Tenant shall have the right to extend the Term of the Lease for one (1) five (5) year period (the "Extension Period") at a Base Rent equal to the greater of (i) 95% of Market Rent and (ii) Base Rent then in effect, and otherwise on the same terms and conditions as this Lease, except that there shall be no further rights to extend the Term. Tenant

shall exercise the option for the Extension Period by written notice to Landlord not less than twelve (12) months before the expiration of the initial Term. At Landlord's option, Tenant's exercise of the option shall be effective only if, at the time of the notice and upon the effective date of the Extension Period, there is no continuing Event of Default (beyond applicable notice and cure periods). In addition, if there has been any assignment or subletting of this Lease (other than a Permitted Transfer) by Tenant prior to Tenant's exercise of the Extension Period, the amount of excess rent payable to Landlord by Tenant pursuant to Section 7.1 shall increase from seventy-five percent to one hundred percent for the Extension Period.

Landlord shall notify Tenant of the Landlord’s determination of Market Rent within fifteen (15) business days of Landlord's receipt of Tenant’s notice exercising the option for the Extension Period. Tenant shall have the right to withdraw its exercise of the option for the Extension Period or to contest Landlord's determination of Market Rent, by written notice to Landlord within fifteen (15) business days after the Landlord’s notice to Tenant. Failure of Tenant to give notice within such fifteen (15) business day period (time being of the essence) shall be deemed a waiver by Tenant of its right to contest Landlord’s determination of Market Rent for the Extension Period or its right to withdraw its exercise of the option for the Extension Period.

3.3.2      DETERMINATION OF MARKET RENT

The Market Rent shall be based on the rent for comparable renewal leases (in terms of length of term, space and other relevant factors) for space in the Schrafft Center executed within the preceding twelve (12) month period and for comparable renewal leases (in terms of length of term, space, and other relevant factors) for comparable space in the Charlestown area. Tenant shall have fifteen (15) business days after receipt of Landlord's notice of Market Rent to notify Landlord that Tenant is contesting same. Tenant's failure to so notify Landlord within such fifteen (15) day period shall be deemed an acceptance of the Market Rent set forth in Landlord's notice and a waiver of Tenant's right to contest Landlord's determination of Market Rent. If Tenant timely contests Landlord's determination of Market Rent, then the parties shall have thirty (30) days after Landlord receives Tenant's notice of contest in accordance herewith in which to agree on the Market Rent for the Extension Period. If the parties agree on the Market Rent during such thirty (30) day period, Landlord and Tenant shall execute an amendment to this Lease setting forth the Annual Fixed Rent for the Extension Period.

If the parties are unable to agree on the Market Rent within the thirty (30) day period, then, within ten (10) days after the expiration of that period, each party, at its cost and by giving written notice to the other party, shall appoint a qualified M.A.I. real estate appraiser with at least 5 years' full-time commercial appraisal experience in the greater Boston metropolitan area to appraise and set the Market Rent for the Premises in accordance with the foregoing criteria. If a party does not appoint such an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Market Rent for the Premises. The two appraisers appointed by the parties as stated in this paragraph shall meet promptly and attempt to establish the Market Rent for the Premises. If they are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after the last day the two appraisers are given to set the Market Rent. If they are unable to agree on the third appraiser, either of the parties to this Lease, by giving ten (10) days' notice to the other party, can appeal to the then president of the Greater Boston Real Estate Board, for the selection of a third appraiser who meets the qualifications stated in this paragraph. Each of the parties shall bear one-half (1/2) of the cost of appointing and paying the fee of the third appraiser. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party.

Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set the Market Rent for the Premises. If a majority of the appraisers are unable to set the Market Rent within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the Market Rent for the Premises.

If, however, the low appraisal and/or the high appraisal are more than ten (10%) percent lower and/or higher than the middle appraisal, the low appraisal and/or the high appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two; the resulting quotient shall be the Market Rent for the Premises. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the Market Rent of the Premises.

ARTICLE IV

RENT

4.1       RENT PAYMENTS

The Base Rent (at the rates specified in Section 1.2 hereof) and the additional rent or other charges payable pursuant to this Lease (collectively the "Rent") shall be payable by Tenant to Landlord at the Payment Address or such other place as Landlord may from time to time designate by notice to Tenant without any demand whatsoever except as otherwise specifically provided in this Lease and without any counterclaim, offset or deduction whatsoever, except to the extent that Tenant would lose the right to assert such claim in an independent action.

(a)           Commencing on the Rent Commencement Date (or, with respect to monthly installments of Tenant’s Proportionate Share of the increase in Taxes and Operating Expenses, commencing on the effective dates set forth in Sections 4.2 and 4.3, respectively), Base Rent and monthly installments of Tenant's Proportionate Share of the Taxes and Tenant's Proportionate Share of Operating Expenses shall be payable in advance on the first day of each and every calendar month during the term of this Lease. If the Rent Commencement Date falls on a day other than the first day of a calendar month, the first payment of Base Rent which Tenant shall make shall be made on the Rent Commencement Date and shall be equal to a proportionate part of such monthly Rent for the partial month from the Rent Commencement Date to the first day of the succeeding calendar month, and the monthly Rent for such succeeding calendar month. As used in this Lease, the term “Lease Year” shall mean any twelve (12) month period commencing on the Rent Commencement Date; provided, however, if the Rent Commencement Date does not fall on the first day of a month, then the term "lease year" shall mean any twelve month period commencing on the first day of the month immediately following the Rent Commencement Date, in which event the first lease year shall also include the partial month containing the Rent Commencement Date.

(b)           Base Rent and the monthly installments of Tenant's Proportionate Share of the increase in Taxes and Tenant's Proportionate Share of the increase in Operating Expenses for any partial month shall be paid by Tenant to Landlord at such rate on a prorata basis. Any other charges payable by Tenant on a monthly basis, as hereinafter provided, shall likewise be prorated.

(c)           Rent not paid within five (5) days after notice from Landlord shall bear interest at a rate (the "Lease Interest Rate") equal to the lesser of (i) the so-called prime rate of interest charged from time to time by Bank of America, N.A., plus three percent (3%) per annum or (ii) the maximum legally permissible rate, from the due date until paid.

4.2        REAL ESTATE TAX

(a)           The term "Taxes" shall mean all taxes and assessments (including without limitation, assessments for public improvements or benefits and water and sewer use charges), and other charges or fees in the nature of taxes for municipal services which at any time during or in respect of the Lease Term may be assessed, levied, confirmed or imposed on or in respect of, or be a lien upon, the Building and the Lot, or any part thereof, or any rent therefrom or any estate, right, or interest therein, or any occupancy, use, or possession of such property or any part thereof, and ad valorem taxes for any personal property used in connection with the Building or Lot. Without limiting the foregoing, Taxes shall also include any payments made by Landlord in lieu of taxes. The Landlord agrees that Tenant's share of any special assessment shall be determined (whether or not Landlord avails itself of the privilege so to do) as if Landlord had elected to pay the same in installments over the longest period of time permitted by applicable law and Tenant shall be responsible only for those installments (including interest accruing and payable thereon) or parts of installment that are attributable to periods within the Lease Term.

Should the Commonwealth of Massachusetts, or any political subdivision thereof, or any other governmental authority having jurisdiction over the Building, (1) impose a tax, assessment, charge or fee, which Landlord shall be required to pay, by way of substitution for or as a supplement to such Taxes, or (2) impose an income or franchise tax or a tax on rents in substitution for a tax levied against the Building or the Lot or any part thereof and/or the personal property used in connection with the Building or the Lot or any part thereof, all such taxes, assessments, fees or charges ("Substitute Taxes") shall be deemed to constitute Taxes hereunder. Taxes shall also include, in the year paid, all fees and costs incurred by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes, regardless of whether any reduction or limitation is obtained. Notwithstanding anything herein to the contrary, Taxes shall not include any federal, state or local income, inheritance, estate, succession, conveyance, transfer, gift, franchise, net income or capital stock tax nor any interest and penalties assessed by reason of Landlord’s failure to pay such real estate taxes when due.

(b)           As of the date stated below, the Tenant shall pay to Landlord, as additional rent, Tenant's Proportionate Share of the Taxes assessed against the Building and Lot which exceeds Tenant's Real Estate Tax Base during any tax year (i.e., July 1 through June 30, as the same may change from time to time) during the Lease Term.

Effective July 1, 2010, Tenant shall pay monthly, at the time when Rent payments are due hereunder, an amount equal to one-twelfth (1/12th) of the total of annual Taxes (as reasonably estimated by Landlord) due from Tenant to Landlord pursuant to this Article 4.2(b). Promptly after the determination by any taxing authority of Taxes upon the Building and Lot for each tax year, Landlord shall make a determination of the Taxes allocated to the Premises, and if the aforesaid payments theretofore made for such tax year by Tenant exceed the Taxes allocated to the Premises, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this paragraph; and if the Taxes allocated to the Premises for such tax year are greater than such payments theretofore made on account for such tax year, Tenant shall within

ten (10) business days of written notice from the Landlord make a suitable payment to Landlord. Complete copies of all tax bills from the taxing authority submitted by Landlord with any such statement shall be conclusive evidence of the amount of Taxes charged, assessed or imposed. After the full assessment year, the initial monthly payment on account of the Taxes allocated to the Premises and due from Tenant pursuant to this Article 4.2(b) shall be replaced each year by a payment, which is one-twelfth (1/12th) of the Taxes allocated to the Premises and due from Tenant pursuant to this Article 4.2(b) for the immediately preceding tax year.

(c)           If any Taxes, with respect to which Tenant shall have paid Tenant’s Proportionate Share, shall be adjusted to take into account any abatement or refund, Tenant shall be entitled to a credit against rental obligations hereunder, in the amount of Tenant’s Proportionate Share of such abatement or refund less Landlord's costs or expenses, including without limitation appraiser's and attorneys' fees, of securing such abatement or refund or, if the Lease Term has expired and Tenant has no outstanding monetary obligations to Landlord, Landlord shall promptly pay such amount to Tenant. The Tenant shall not apply for any real estate tax abatement without the prior written consent of Landlord.

(d)           Tenant shall pay or cause to be paid, prior to delinquency, any and all taxes and assessments levied upon all trade fixtures, inventories and other personal property placed in and upon the Premises by Tenant.

4.3         TENANT'S SHARE OF OPERATING COSTS

If, in any calendar year of the term of this Lease after the Operating Expense Base year, Landlord’s Operating Costs exceed the Operating Expense Base, as it relates to all other charges with the exception of snow removal, which shall be an amount equal to the average of Landlord’s actual snow removal cost over the five (5) year period, ending on December 31, 2009 (the amount of such excess, the “Operating Cost Excess”), Tenant shall after notice as hereinafter provided, pay to Landlord as additional rent, an amount equal to the product of (a) such Operating Cost Excess multiplied by (b) the fraction set forth in the definition of “Tenant’s Proportionate Share” in Section 1.2, (Basic Data), of this Lease.

Effective January 1, 2010, Tenant shall pay monthly, at the time when Rent payments are due hereunder, an amount equal to one-twelfth (1/12th) of the total annual Operating Costs (as estimated by Landlord) due from Tenant to Landlord pursuant to Article 4.3 of this Lease. Promptly after the end of each calendar year thereafter, Landlord shall make a reasonable determination of Tenant’s share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant’s share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph; and if Tenant's share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from the Landlord make a suitable payment to Landlord.

The initial monthly payment on account of the Operating Costs shall be replaced after Landlord's determination of Tenant's share thereof for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant’s actual share thereof for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder, for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease.

As used in this Lease, the term “Operating Costs” shall mean all costs and expenses incurred by Landlord in connection with the operation, insuring, repair, equipping, maintenance, replacement, management and cleaning (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems any parking areas serving the Building and the Lot (collectively, "the Property"), including, without limitation, the following:

(1)       Except as expressly provided herein, all expenses incurred by Landlord or Landlord’s agents which shall be directly related to employment of personnel, including amounts incurred for wages, salaries and other compensation for

services, payroll, social security, unemployment and similar taxes, worker's compensation insurance, disability benefits, pensions, hospitalization, retirement plans and group insurance, uniforms and working clothes and the cleaning thereof, and expenses imposed on Landlord or Landlord's agents pursuant to any collective bargaining agreement for the services of employees of Landlord or Landlord's agents in connection with the Operation of the Property, and its mechanical systems including, without limitation, day and night supervisors, property manager, accountants, bookkeepers, janitors, carpenters, engineers, mechanics, electricians and plumbers and personnel engaged in supervision of any of the persons mentioned above, except for employees above the grade of project manager; provided that, if any such employee is also employed on other properties of Landlord such compensation shall be suitably prorated among the Property and such other properties;

(2)       The cost of services, materials and supplies furnished or used in the Operation of the Property, including, without limitation, the cost to perform Landlord’s obligations under Sections 8.2 and 9.1 of this Lease;

(3)           The amounts paid to managing agents and for reasonable legal and other professional fees relating to the Operation of the Property, but excluding such fees paid in connection with (x) negotiations for or the enforcement of leases; and (y) seeking abatements of Taxes; provided, however, that management fees shall not exceed prevailing market rates customarily charged by a responsible third-party management company for properties similar to the Building in the same geographic region as the Building;

(4)           Insurance premiums and the positive difference, if any, between the amounts of what the insurance premiums would be if such insurance were maintained without deductibles over the actual premiums for such policies;

(5)           Costs for electricity, steam and other utilities required in the Operation of the Property;

(6)           Water and sewer use charges;

(7)           The costs of snow-plowing and removal and landscaping;

(8)           Amounts paid to independent contractors for services, materials and supplies furnished for the Operation of the Property;

(9)           All other expenses incurred in connection with the Operation of the Property; and

(10)         Any capital expenditure made by Landlord during the term of this Lease, except as provided in Subsection (m) below, the total cost of which is not properly includable in Operating Costs for the operating year in which it was made, shall nevertheless be included in such Operating Costs for the operating year in which it was made, and Operating Costs for each succeeding operating year shall include the annual charge-off of such capital expenditure. Annual charge-off shall be determined by dividing the original capital expenditure plus an interest factor, reasonably determined by Landlord, as being the interest rate then being charged for long-term mortgages by institutional lenders on “like” properties within the locality in which the Building is located, by the number of years of useful life of the capital expenditure, and the useful life shall be determined reasonably by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of making such expenditure.

Notwithstanding the foregoing, the following items shall be excluded from Operating Expenses:

(a)           Expenses for any item or service not provided to Tenant but to certain other tenant(s) in the Building;

(b)           Expenses for any item or service which Tenant pays directly to a third party or separately pays to Landlord and expenses incurred by Landlord to the extent the same are chargeable to any other tenant or occupant of the Property, or third party;

(c)           Landlord’s general corporate overhead and administrative expenses;

(d)           Fees paid to affiliates of Landlord to the extent that such fees exceed the customary amount charged for the services provided by unaffiliated persons or entities of similar skill, competence and experience;

(e)           Expenses incurred by Landlord to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants or in connection with any financing, sale or syndication of the Property;

(f)           Any cost incurred by the negligence or willful misconduct of the Landlord, its agents and employees;

(g)       Penalties, fines and other costs incurred due to violation by the Landlord of any lease or any laws, rules, regulations or ordinances applicable to the Building and any interest or penalties due for late payment by Landlord of any of the Operating Expenses;

(h)       Expenses incurred by Landlord to (i) lease space to new tenants or to retain existing tenants including leasing commissions, advertising and promotional expenditures, and (ii) prepare, renovate, repaint, redecorate or perform any other work in any space leased to an existing or prospective tenant or other occupant of the Building;

(i)        Depreciation and amortization, except to the extent provided above;

(j)        Interest, principal, points and fees, amortization or other costs and expenses associated with any debt or rent payable under any ground lease;

(k)       Taxes;

(1)       Reserves;

(m)      Cost of alterations, capital improvements, equipment replacement and other items which under generally accepted accounting principles are properly classified as capital expenditures except for capital expenditures (i) which are for the primary purpose of reducing Operating Expenses, or (ii) which are required by governmental authority to comply with changes in applicable law taking effect after the execution of this Lease, in each instance amortized over the reasonable life of such expenditure in accordance with generally accepted accounting principles, consistently applied, as provided in Subsection (10) above;

(n)       Payments for rented equipment, the cost of which equipment would constitute a major capital expenditure of the equipment were purchased but only to the extent that the capital expenditure itself would be excluded from Operating Costs if the equipment was purchased;

(o)       Costs and expenses incurred by the Landlord in connection with the repair of damage to the Building or Property caused by fire or other casualty, insured or required to be insured against hereunder;

(p)       Expenses for the replacement of any item covered by any warranty or guaranty;

(q)       The cost of correcting defects in the initial construction of the Building;

(r)       The cost of any item for which the Landlord is reimbursed through condemnation awards;

(s)       Insurance premiums to the extent any unusual tenant activity caused the Landlord’s existing insurance premiums to increase or requires the Landlord to purchase additional insurance, but only to the extent such additional cost can be identified by the insurer; and

(t)        Costs and expenses of investigating, monitoring and remediating hazardous materials on, under or about the Building.

Tenant shall have the right, at Tenant’s sole cost and expense except as expressly provided below, to audit Landlord’s books and records with respect to Operating Costs to the extent that the same relate to Operating Expense Base or the amount of Operating Cost Excess payable by Tenant for a period of one (1) year after Landlord’s delivery of its Statement in respect of such calendar year’s Operating Costs subject to the following terms and conditions. If Tenant does not exercise its right within the aforesaid one year prior, then subject to clause (ii), below, Tenant shall have no right to object to or seek any adjustment of Operating Cost Excess paid by Tenant for the year covered by such Statement. If Tenant elects to exercise such audit right it must deliver written notice of such election to Landlord within such one (1) year period. In no event may Tenant use a consultant or accountant who is compensated on a contingent fee basis to perform such audit. In the event any such Tenant audit reveals an error in the annual amount billed Tenant, (i) Landlord shall promptly refund the overpayment, together with interest accruing on such overpayment at the Lease Interest Rate, and if such error is finally determined to be in excess of 4% of the annual amount billed to Tenant, then Landlord shall pay Tenant’s reasonable audit costs, and (ii) notwithstanding the limitation in the first sentence of this subsection, Tenant shall be permitted to examine Landlord’s books and records with respect to Operating Costs relating to the amount of Operating Cost Excess payable by Tenant for the two calendar years preceding such audit, and shall be entitled to refunds of any overpayments made during such period in accordance with this

subsection. If the audit shows any errors in an annual accounting resulting in any underpayment of Operating Expense Excess, Tenant shall reimburse Landlord for any such underpayment within 45 days after receipt of Landlord’s invoice therefore.

4.4         INDEPENDENT COVENANTS

It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, and that Base Rent and all other sums payable by Tenant hereunder shall continue to be payable in all events, and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have abated or been terminated pursuant to the express provisions of this Lease. This Lease shall not terminate and Tenant shall not have any right to terminate this Lease except as expressly set forth herein or as Tenant may have at law or in equity.

ARTICLE V

USE OF PREMISES

5.1         PERMITTED USE

Tenant agrees that the Premises shall be used and occupied by Tenant only for the purposes specified as the Permitted Use thereof in Section 1.2 of this Lease, and for no other purpose or purposes.

The Tenant shall comply and shall cause its employees, agents, and invitees to comply with such reasonable rules and regulations as Landlord shall from time to time establish for the proper regulation of the Building and the Lot, provided that Landlord gives Tenant reasonable advance notice thereof and that such additional rules and regulations shall be of general application to and shall be equally enforced against all the tenants in the Building.

5.2         COMPLIANCE WITH LAWS

Tenant agrees that no trade or occupation shall be conducted in the Premises or use made thereof and no use shall be made of the Telecommunications Equipment Space (as defined below) which will be unlawful, improper, or contrary to any law, ordinance, by-law, code, rule, regulation or order applicable in the municipality in which the Premises are located or which will disturb the quiet enjoyment of the other tenants of the Building. Tenant shall obtain any and all approvals, permits, licenses, variances and the like from governmental or quasi-governmental authorities, including without limitation any Architectural Access Board and Board of Fire Underwriters (collectively, “Approvals” ) which are required for Tenant's particular use of the Premises or the Telecommunications Equipment Space, beyond use for general office use, including, without limitation, any which may be required for any construction work and installations, alterations, or additions made by Tenant to, in, on, or about the Premises or the Telecommunications Equipment Space; provided, however, that Tenant shall not seek or apply for any Approvals without first having given Landlord a reasonable opportunity to review any applications for Approvals and all materials and plans to be submitted in connection therewith and obtaining Landlord's written consent. In any event, Tenant shall be responsible for all costs, expenses, and fees in connection with obtaining all Approvals required to be obtained by Tenant pursuant to this Section 5.2. Tenant's inability to obtain or delay in obtaining any such Approval shall in no event reduce, delay, or terminate Tenant's rental, payment, and performance obligations hereunder. Tenant shall, at its own cost and expense, (i) make all installations, repairs, alterations, additions, or improvements to the Premises required by any law, ordinance, by-law, code, rule, regulation or order of any governmental or quasi-governmental authority provided, however that Tenant shall have no obligation to make any alteration to the Premises of the Building except to the extent required because of Tenant’s particular use (other than general office use) of the Premises or the Telecommunications Space; (ii) keep the Premises equipped with all required safety equipment and appliances which are required for Tenant’s particular use of the Premises or the Telecommunications Equipment Space (beyond general office use) and (iii) comply with all laws, ordinances, codes, rules, regulations, and orders and the requirements of Landlord’s and Tenant’s insurers applicable to the Premises, Building and Lot which are required for Tenant’s particular use of the Premises or the Telecommunications Equipment Space beyond use for general office. Tenant shall not place a load upon any floor in the Premises exceeding the lesser of (a) the floor load per square foot of area, which such floor was designed to carry as certified by Landlord's architect and (b) the floor load per square foot of area, which is allowed by law. Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including safes, which shall be placed so as to distribute the weight.

The foregoing notwithstanding, Landlord, and not Tenant, shall be responsible for keeping the Premises equipped with all required safety equipment and appliances and obtaining all Approvals and making all improvements and alterations to the Premises and the Building and Lot which are required to cause the same to comply with all present and future governmental statutes, laws, rules and orders, unless such improvements and alterations are required by virtue of Tenant’s particular manner of use of the Premises beyond general office use.

5.3         INSURANCE RISKS

Tenant shall not permit any use of the Premises or the Telecommunications Equipment Space which will make voidable or, unless Tenant pays the extra insurance premium attributable thereto as provided below, increase the premiums for any insurance on the Building or on the contents of said property or which shall be contrary to any law or regulation from time to time established by the New England Fire Insurance Rating Association (or any successor organization) or which shall require any alteration or addition to the Building. Tenant shall, within thirty (30) days after written demand therefor, reimburse Landlord and all other tenants for the costs of all extra insurance premiums caused by Tenant’s use of the Premises. Any such amounts shall be deemed to be additional rent hereunder.

5.4         ELECTRICAL EQUIPMENT

Landlord represents that the existing electrical distribution system in the Premises has a capacity of 800 amps at 480 volt. The Tenant shall not, without Landlord's written consent in each instance, connect to the electrical distribution system any fixtures, appliances, or equipment which will operate individually or collectively at a wattage in excess of the existing capacity of the electrical system serving the Premises, and Landlord may audit Tenant’s use of electric power to determine Tenant's compliance herewith. If Landlord, in its sole discretion, permits such excess usage, Tenant will pay for the actual cost of such excess power as additional rent, together with the cost of installing any additional risers, meters, or other facilities that may be required to furnish or measure such excess power to the Premises.

5.5         TENANT'S OPERATIONAL COVENANTS

(a)       Affirmative Covenants

In regard to the use and occupancy of the Premises, Tenant will at its expense: (1) keep the inside and outside of all interior glass in the doors and windows of the Premises reasonably clean; (2) replace promptly any cracked or broken interior glass of the Premises with glass of like kind and quality; (3) maintain the Premises in a clean, orderly and sanitary condition; (4) keep any garbage, trash, rubbish or other refuse in vermin-proof containers within the interior of the Premises until removed; (5) keep all mechanical apparatus in the Premises and/or Telecommunications Equipment Space free of vibration and loud noise which may be transmitted beyond the Premises; and (6) comply with and observe all rules and regulations reasonably established by Landlord from time to time, provided that Landlord gives Tenant reasonable advance notice thereof and that such additional rules and regulations shall be of general application to and shall be equally enforced against all the tenants in the Building.

(b)       Negative Covenants

In regard to the use and occupancy of the Premises and common areas, Tenant will not: (7) place or maintain any trash, refuse or other articles in any vestibule or entry of the Premises, on the sidewalks or corridors adjacent thereto or elsewhere on the exterior of the Premises so as to obstruct any corridor, stairway, sidewalk or common area; (8) permit undue accumulations of or burn garbage, trash, rubbish or other refuse within or without the Premises; (9) cause objectionable odors to emanate or to be dispelled from the Premises; or (10) commit any waste upon the Premises or the Telecommunications Equipment Space or any public or private nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant or occupant of the Building, or use or permit the use of any portion of the Premises or the Telecommunications Equipment Space for any unlawful purpose; (11) park trucks or other vehicles in a manner that will block access to the loading docks serving the Building.

5.6         SIGNS, BLINDS and DRAPES

Except as provided in Section 17.16, Tenant shall not place any signs on the exterior of the Building or on or in any window, public corridor or door visible from the exterior of the Premises. Except for the existing blinds, no other drapes or blinds may be put on or in any window nor may any Building drapes or blinds be removed by Tenant.

5.7         HAZARDOUS MATERIALS

The Tenant shall not use, handle, store or dispose of any oil, hazardous or toxic substances, materials or wastes (collectively “Hazardous Materials”) in, under, on or about the Property except that Tenant may maintain customary office supplies in amounts and in a manner consistent with reasonable practices and in compliance with all applicable laws and except for such storage and use consented to by Landlord in advance which consent may be withheld in Landlord's sole and absolute

discretion. Any Hazardous Materials in the Premises and all containers therefor, shall be used, kept, stored and disposed of in conformity with all applicable laws, ordinances, codes, rules, regulations and orders of governmental authorities. If the transportation, storage, use or disposal of Hazardous Materials anywhere on the Property by Tenant or Tenant’s employees, contractors, representatives, agents, or invitees in connection with Tenant's use of the Premises results in (1) contamination of the soil or surface or ground water or (2) loss or damage to person(s) or property, then Tenant agrees (i) to notify Landlord immediately of any contamination, claim of contamination, loss or damage of which Tenant has knowledge, (ii) after consultation with and approval by Landlord, to clean up all contamination in full compliance with all applicable statutes, regulations and standards, and (iii) except to the extent resulting from the gross negligence or willful misconduct of Landlord or Landlord’s employees and agents, to indemnify, defend and hold Landlord harmless from and against any claims, suits, causes of action, costs and fees, including, without limitation, reasonable attorneys' fees, arising from or connected with any such contamination, claim of contamination, loss or damage. This provision shall survive the termination of this Lease. No consent or approval of Landlord shall in any way be construed as imposing upon Landlord any liability for the means, methods, or manner of removal, containment or other compliance with applicable law for and with respect to the foregoing. The terms of this Section 5.7 shall apply to any transportation, storage, use or disposal of Hazardous Materials irrespective of whether Tenant has obtained Landlord’s consent therefor but nothing in this Lease shall limit or otherwise modify the requirement of obtaining Landlord’s prior consent as set forth in the first sentence of this Section 5.7.

ARTICLE VI

INSTALLATIONS, ALTERATIONS, AND ADDITIONS

6.1          INSTALLATIONS, ALTERATIONS, AND ADDITIONS

Tenant shall not make structural installations, alterations, or additions to the Premises, but may make nonstructural installations, alterations or additions provided that Landlord consents thereto in advance and in writing, which consent shall not be unreasonably withheld, conditioned or delayed. However, after Substantial Completion, Landlord’s consent shall not be required for any alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Building; and (d) does not require work to be performed inside the walls, below the floor, or above the ceiling of the Premises and (e) the cost of such work does not exceed $10,000 per alteration or series of related alterations. In any event, Tenant shall not demolish the existing office space in the Premises, without the prior written approval of Landlord, which approval may be withheld in Landlord’s sole and absolute discretion. Except for Landlord’s Work, in no event shall Landlord's approval of any proposed installations, alterations, or additions to the Premises, whether in connection with Tenant's initial leasehold improvements or otherwise, constitute a representation by Landlord that such work complies with the requirements of any applicable law or regulation, including without limitation the requirements of the ADA. Any installations, alterations, or additions made by Tenant shall be at Tenant's sole cost and expense and shall be done in a good and workmanlike manner using materials of a quality at least equivalent to that of the existing improvements and in compliance with the requirements of Section 5.2; and prior to Tenant's use of the Premises, after the performance of any such work, Tenant shall procure certificates of occupancy and any other required certificates. Notwithstanding the foregoing, Landlord represents that the Landlord has an existing certificate of occupancy for the Premises which certificate does not limit the number of permitted occupants in the Premises. Tenant shall not suffer or permit any mechanics' or similar liens to be placed upon the Premises for labor or materials furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed at the direction of Tenant, and shall cause any such lien to be released of record or bonded over within ten (10) days after Tenant receives written notice of the same, without cost to Landlord. Any and all Tenant installations, alterations, and additions, in or to the Premises, that are intended to become or do become part of the real estate or fixtures therein (other than trade fixtures that are readily removable without damage to the Premises) including but not limited to equipment, appliances, and machinery, shall be fully paid for and free and clear of any and all chattel mortgages, conditional bills of sale, security interests, or any liens or encumbrances of any kind or nature. At all times when any installation, alteration, or addition by Tenant is in progress, there shall be maintained, at Tenant's cost and expense, insurance meeting the requirements of Article 11 below and certificates of insurance evidencing such coverage shall be furnished to Landlord prior to the commencement of any such work. Any installations, alterations or additions made by Tenant to the Premises, including, without limitation, all utility systems, fixtures, machinery, equipment, and appliances installed in connection therewith, but excluding Tenant’s movable personal property and Tenant’s servers, racks, flat screen monitors or televisions, audio/visual equipment, consoles, and speakers and similar equipment, shall become the property of Landlord at the termination or expiration of this Lease, unless Landlord requires, at the time of Landlord’s approval of such work, Tenant to remove any of the same, in which event Tenant shall, at its own cost and expense, comply with such requirement and repair any damage caused by such removal at the termination or expiration of this Lease.

It is further agreed and understood that at the termination of this Lease or any extensions thereof, Tenant shall have restored the Premises and the Telecommunications Equipment Space to good repair, order and condition in all respects,

including but not limited to repair of all floor surfaces damaged by the removal of partitions, machinery and equipment, reasonable wear and tear, damage by fire or other casualty or eminent domain taking excepted, and shall restore all floor areas to a good condition and repair, reasonable wear and tear, damage by fire or other casually or eminent domain taking excepted, using materials to provide a consistent floor surface, reasonably satisfactory to Landlord; and shall have cleaned and removed accumulations of dirt and particles, oils, grease, and discolorations from all surfaces resulting from Tenant's processes and shall leave the Premises broom clean.

ARTICLE VII

ASSIGNMENT AND SUBLETTING

7.1          PROHIBITION

Notwithstanding any other provision of this Lease, Tenant shall not, directly or indirectly, assign, mortgage, pledge or otherwise transfer, voluntarily or involuntarily, this Lease or any interest herein or sublet (which term without limitation, shall include granting of concessions, licenses, and the like) or allow any other person or entity to occupy the whole or any part of the Premises, without, in each instance, having first received the express consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that (i) Tenant shall not assign or sublease any part of the Premises to any entity with which Landlord is then currently and actively negotiating, or to any entity which is a tenant of the Building if Landlord has space available (or becoming available) in the Building comparable to that which Tenant is offering for sublease or assignment; (ii) the proposed assignee or subtenant shall have a business reputation and use which is a Permitted Use; (iii) the proposed assignee or subtenant has the financial ability to fulfill all of its obligations under the proposed assignment or sublease; and (iv) the proposed assignee or subtenant agrees in writing, in form acceptable to Landlord in the exercise of reasonable business judgment, that its assignment or sublease shall be subject to all of the terms and conditions of this Lease including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting. Any request for consent under this Section 7.1 shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant’s warranty, to the best of Tenant’s knowledge, in respect of the information submitted therewith. Any assignment of this Lease or subletting of the whole or any part of the Premises (other than to a Permitted Transferee, as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect. This prohibition includes, except for the Permitted Transferees, any assignment, subletting, or other transfer which would occur by operation of law, transfer, or other change of Tenant's corporate or proprietary structure, including a change in the partners of any partnership, and the sale, pledge, or other transfer of any of the issued or outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market).

In any case where Landlord shall consent to any assignment or subletting, Tenant originally named herein shall remain fully liable for Tenant obligations hereunder, including, without limitation, the obligation to pay the rent and other amounts provided under this Lease and such liability shall not be affected in any way by any future amendment, modification, or extension of this Lease or any further assignment, other transfer, or subleasing and Tenant hereby irrevocably consents to any and all such transactions. Tenant agrees to pay to Landlord, within fifteen (15) days of billing therefor, all reasonable legal and other out-of-pocket expenses incurred by Landlord in connection with any request to assign or sublet. It shall be a condition of the validity of any permitted assignment or subletting that the assignee or sublessee agree directly with Landlord, in form satisfactory to Landlord, to be bound by all Tenant obligations hereunder, including, without limitation, the obligation to pay all Rent and other amounts provided for under this Lease and the covenant against further assignment or other transfer or subletting.

Without limiting Landlord's discretion to grant or withhold its consent to any proposed assignment or subletting, if Tenant requests Landlord's consent to assign this Lease or sublet all or any portion of the Premises, Landlord shall have the option, exercisable by notice to Tenant given within thirty (30) days after Landlord's receipt of such request, to terminate this Lease as of the date specified in such notice which shall be not less than thirty (30) nor more than sixty (60) days after the date of such notice for the entire Premises, in the case of an assignment or subletting of the whole, and for the portion of the Premises, in the case of a subletting of a portion. In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be delivered to Landlord on the date specified in good order and condition, reasonable wear and tear, damage by fire or other casualty or eminent domain taking excepted, in the manner provided in Section 8.1 at the end of the Lease Term and thereafter, to the extent necessary in Landlord’s reasonable judgment, Landlord, at Tenant’s sole cost and expense, may have access to and may make modification to the Premises to make such portion a self-contained rental unit with access to common areas, elevators and the like. Rent and Tenant's Proportionate Share shall be adjusted according to the extent of the Premises for which this Lease is terminated.

Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant for consideration or a subletting of the whole of the Premises by Tenant at a rent which exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion's prorata share of the Rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant's receipt of the consideration (or the cash equivalent thereof) therefor, in the case of an assignment, and in the case of a subletting, seventy-five percent (75%) of the amount of any such excess rent after deducting the costs incurred by Tenant in good faith applicable to such transfer, including but not limited to brokerage commissions, reasonable legal fees, rent concessions, alteration allowances and build-out costs. The provisions of this paragraph shall not apply to transfers to Permitted Transfereees but shall otherwise apply to each and every assignment of this Lease and each and every subletting of all or a portion of the Premises, in each case on the terms and conditions set forth herein. For the purposes of this Section 7.1, the term "rent" shall mean all rent, additional rent or other payments and/or consideration payable by one party to another for the use and occupancy of all or a portion of the Premises.

Notwithstanding anything to the contrary herein contained, the requirement of Landlord’s prior consent and Landlord’s recapture right shall not, however, be applicable to an assignment of this Lease by Tenant or to any sublease to a Permitted Transferee, as hereinafter defined.

(1)           A “Permitted Transferee” shall be defined as: (i) any entity that is controlled by, is under common control, or that controls the affiliated entity, and (ii) any entity which succeeds to Tenant's business by merger, consolidation, or other form of corporate reorganization, or by the sale of all, or substantially of the assets of Tenant, provided that such successor entity has unrestricted net assets immediately following such transaction which are at least equal to the amount of unrestricted net assets held by the Tenant entity immediately prior to such transaction.

(2)           For the purposes of this Section 6.1, “control” shall mean either: (i) the direct or indirect ownership of more than 50 percent of the beneficial interest of the entity in question, or (ii) the right, either directly or indirectly, to elect or appoint 50% or more of the directors or other individuals, such as managers of a limited liability company, serving in a capacity in which they control the ability of such entity to make business decisions.

It shall be a condition to any assignment of Tenant’s interest in the Lease to a Permitted Transferee that the assignee agrees directly with Landlord to be bound by all of the obligations of Tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided for under this Lease (or, in the case of sublease of less than the entire Premises, the obligations applicable to such subleased portions pro rata share of the rent payable hereunder by Tenant), the covenant to use the Premises only for the purposes specifically permitted under this Lease and the covenant against further assignment. No such assignment shall relieve Tenant herein named of any of its obligations hereunder, and Tenant shall remain fully liable therefor.

7.2         ACCEPTANCE OF RENT FROM TRANSFEREE

The acceptance by Landlord of the payment of Rent, additional rent, or other charges following assignment, subletting, or other transfer prohibited by this Article VII shall not be deemed to be a consent by Landlord to any such assignment, subletting, or other transfer, nor shall the same constitute a waiver of any right or remedy of Landlord.

ARTICLE VIII

REPAIRS AND MAINTENANCE

8.1         TENANT OBLIGATIONS

From and after the date that possession of the Premises is delivered to Tenant and until the end of the Lease Term, Tenant shall keep the Premises and every part thereof in good order, condition, and repair, reasonable wear and tear and damage by casualty, as a result of condemnation, or as a result of the failure of Landlord to provide services required to be provided hereunder only excepted; and shall return the Premises to Landlord at the expiration or earlier termination of the Lease Term in good order, condition and repair, reasonable wear and tear, damage by fire or other casualty or eminent domain taking excepted.

8.2         LANDLORD OBLIGATIONS

Except as may be provided in Articles XII and XIII, Landlord agrees to keep in good order, condition, and repair, replace, if necessary, and maintain the structural components and the roof (including roof membrane) of the Building, the walls,

the foundation, floor slabs, the common utility and Building systems (including HVAC, plumbing, electrical, mechanical and other systems serving the Premises and the Building), the common hallways, entrances, restrooms and elevators, the paved surface of the parking areas serving the Building and the sprinkler system, except that Tenant shall reimburse Landlord, as additional rent hereunder, for the costs of maintaining, repairing, or otherwise correcting any condition to the extent caused by negligence or willful misconduct of or an Event of Default under this Lease of Tenant or any employee, agent, or contractor of Tenant or any other party for whose conduct Tenant is responsible. Without limitation, Landlord shall not be responsible to make any improvements or repairs other than as expressly provided in this Section 8.2, and Landlord shall not be liable for any failure to make such repairs unless Tenant has given notice to Landlord of the need to make such repairs and Landlord has failed to commence to make such repairs within a reasonable time thereafter. If Landlord shall be in default hereunder under this Section 8.2, which default shall continue for forty-five (45) days after written notice thereof from Tenant (or such longer period if reasonably required to complete such repair provided Landlord diligently pursues such repairs to completion), then Tenant shall have the right, but not the obligation, to cure such default in which event, Landlord shall pay Tenant the reasonable costs and expenses incurred in connection therewith.

ARTICLE IX

SERVICES TO BE FURNISHED BY LANDLORD;

UTILITIES

9.1         LANDLORD'S SERVICES

The Landlord shall provide all Tenant's water and sewer use and reasonable heating and air-conditioning during the normal heating and cooling season between the hours of 8:00 A.M. and 6:00 P.M., during normal business days and 8:00 a.m. to 1:00 p.m. on Saturday. The normal cooling season shall be from April 15th to October 1st of any given year. Normal business days are all days except Saturday, Sunday, New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Day (and the following day when any such day occurs on Sunday or the preceding day, if the holiday occurs on a Saturday). In addition, Landlord agrees to furnish elevator service and to light passageways and stairways during business hours, and to furnish such cleaning service as is customary in similar buildings in said city or town, all subject to interruption due to any accident, to the making of repairs, alterations or improvements, to labor difficulties, to trouble in obtaining fuel, electricity, service or supplies from the sources from which they are usually obtained for said building, or to causes beyond Landlord's control. If Tenant shall require air-conditioning, heating or ventilation outside the hours and days above specified (“After Hours HVAC”), Landlord shall furnish such service and Tenant shall pay therefor such charges as may from time to time be in effect. Such charges are currently $25.00 per hour for 10,000 square feet and are pro rated for smaller increments of space and may be increased only to the extent necessary to compensate Landlord for increased out-of-pocket costs in providing such After Hours HVAC service, without any markup to Landlord. In the event Tenant introduces into the Premises personnel or equipment, which overloads the capacity of the building system or in any other way interferes with the system's ability to perform adequately its proper functions; supplementary systems may if and as needed at Landlord's option, be provided by Landlord, at Tenant's expense. Tenant shall be permitted to have access to the Building and the parking areas described in Section 2.2, twenty-four hours per day, seven days per week, fifty two weeks per year.   Landlord shall also cause the Premises to be inspected and exterminated on a regular basis by a reputable, licensed exterminator, and the cost of such exterminator may be included as part of Operating Expenses.

Landlord shall provide shuttle service from the Building to public transportation on normal business days (as defined above) between the hours of 6:00 A.M. and 9:00 P.M. Tenant and its employees and visitors shall be permitted to make use of this service; however, the costs and expenses associated with providing such shuttle service shall be included in Operating Costs.

9.2         CAUSES BEYOND CONTROL OF THE LANDLORD

The Landlord shall in no event be liable for failure to perform any of its obligations under this Lease when prevented from doing so by causes beyond its reasonable control, including without limitation labor dispute, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability despite the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish services required under this Lease, or because

of war or other emergency, or for any cause due to any act, neglect, or default of Tenant or Tenant's servants, contractors, agents, employees, licensees or any person claiming by, through or under Tenant, and in no event shall Landlord ever be liable to Tenant for any indirect, special or consequential damages under the provisions of this Section 9.2 or any other provision of this Lease.

If there is any material interruption, curtailment, stoppage, or suspension of Landlord's Critical Services (as hereinafter defined) resulting from Landlord Fault (as defined below) and (w) continuing after written notice thereof to Landlord (or in an

emergency situation which threatens the health or safety of Tenant's employees, oral notice followed by written notice), (x) not caused by Tenant, (y) such deficiency materially and adversely affects Tenant's ability to conduct business in a material portion of the Premises, and (z) such condition renders such portion of the Premises untenantable (individually and collectively, “Landlord Deficiency”), then Tenant shall, if such Landlord Deficiency continues for more than seven (7) business days, be entitled to an equitable abatement of Rent and other charges herein reserved from the date of the Landlord Deficiency to the extent of Tenant's interference with its use of the Premises until the same is cured. For purposes hereof, "Landlord's Critical Services" means life safety systems, electrical, plumbing, HVAC, water service, or any other maintenance or repair obligation which Landlord has pursuant to the provisions of the Lease. For the purposes of this Section 9.2, "Landlord Fault" shall be defined as: (i) the negligence or willful misconduct of Landlord, or Landlord's agents, employees or contractors, (ii) Landlord’s failure to perform or provide any service, maintenance or repair which Landlord is required to perform or provide pursuant to the provisions of the Lease, and (iii) any work performed by or on behalf of Landlord in or about the Building or the Property.

The provisions of this Section 9.2 shall not apply in the event of untenantability caused by fire, other casually or taking (see Articles XII and XIII).

9.3         SEPARATELY METERED UTILITIES

Tenant shall pay directly to the utility, as they become due, all bills for electricity, gas, water and sewer, and other utilities (whether they are used for furnishing heat or for other purposes) that are furnished to the Premises and the Telecommunications Equipment Space and now or hereafter separately metered or billed by the utility to the Premises. Landlord hereby represents to Tenant that the meters serving the Premises measure only electric current used in the plugs and lights within the Premises. All other utilities (including, without limitation, electricity costs associated with the HVAC System) shall be part of Operating Costs provided, however, if Tenant has designated computer rooms or other specialty areas consuming excessive utilities that are part of Operating Costs, Landlord shall have the right to either charge Tenant for the utilities used or consumed by Tenant in such designated computer rooms or other specialty areas as reasonably determined by Landlord, or (ii) cause such designated computer rooms or other specialty areas to be separately metered, at Tenant's sole cost and expense. Landlord at Tenant's expense shall purchase and install all lamps, tubes, bulbs, starters and ballasts.

ARTICLE X

INDEMNITY

 10.1          THE TENANT'S INDEMNITY

The Tenant shall indemnify and save harmless Landlord, the directors, officers, agents, and employees of Landlord, against and from all claims, expenses, or liabilities of whatever nature (a) arising directly or indirectly from any default or breach by Tenant or Tenant’s contractors, licensees, agents, servants, or employees under any of the terms or covenants of this Lease (including without limitation any violation of Landlord’s Rules and Regulations and any failure to maintain or repair equipment or installations to be maintained or repaired by Tenant hereunder) or the failure of Tenant or such persons to comply with any rule, order, regulation, or lawful direction now or hereafter in force of any public authority, in each case to the extent the same are related, directly or indirectly, to the Premises, the Building or the Telecommunications Equipment Space, or Tenant’s use thereof; or (b) arising directly or indirectly from any accident, injury, or damage, however caused, to any person or property, on or about the Premises or the Telecommunications Equipment Space; or (c) arising directly or indirectly from any accident, injury, or damage to any person or property occurring outside the Premises but within the Building, on the roof of the Building, on the Lot or in any of the parking areas referred to in Section 2.2 of this Lease, where such accident, injury, or damage results from any act, omission, or negligence on the part of Tenant, or Tenant’s contractors, licensees, agents, servants, employees, or customers, or anyone claiming by or through Tenant: provided, however, that in no event shall Tenant be obligated to indemnify Landlord, the directors, officers, agents, employees of Landlord, to the extent such claim, expense, or liability results from any omission, fault, negligence, or other misconduct of Landlord or the officers, agents, or employees of Landlord on or about the Premises or the Building.

This indemnity and hold harmless agreement shall include, without limitation, indemnity against all reasonable expenses, reasonable attorney’s fees and liabilities incurred in connection with any such claim or proceeding brought thereon and the defense thereof with counsel reasonably acceptable to Landlord. At the request of Landlord, Tenant shall defend any such claim or proceeding directly on behalf and for the benefit of Landlord.

10.2          THE TENANT'S RISK

The Tenant agrees to use and occupy the Premises and to use such other portions of the Building and the Lot, the parking areas referred to in Section 2.2., and the Telecommunications Equipment Space, as Tenant is herein given the right to

use at Tenant’s sole risk; and Landlord shall have no responsibility or liability for any loss or damage, however caused, to furnishings, fixtures, equipment, or other personal property of Tenant or of any persons claiming by, through, or under Tenant.

10.3          INJURY CAUSED BY THIRD PARTIES

The Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through, or under Tenant, for any loss or damage resulting to Tenant or those claiming by, through, or under Tenant, or its or their property, that may be occasioned by or through the acts or omissions of persons occupying any part of the Building, or for any loss or damage from the breaking, bursting, crossing, stopping, or leaking of electric cables and wires, and water, gas, sewer, or steam pipes, or like matters; provided, however, that subject to Sections 9.2 and 11.3, nothing herein shall release Landlord from any liability caused by the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors.

10.4          SECURITY

Tenant agrees that, in all events, Tenant is responsible for providing security to the Premises and its own personnel. Landlord shall provide 24 hour security at the Property and maintain a gate-house at the entrance to the Property; provided, however, that Landlord may modify the security measures so long as security provided by Landlord is consistent with security measures for properties similar to the Building in the same geographic region as the Building.

ARTICLE XI

INSURANCE

 11.1          TENANT'S INSURANCE OBLIGATIONS

     Tenant shall carry public liability insurance in a company or companies licensed to do business in the state in which the Premises are located and reasonably approved by Landlord. Said insurance shall be in minimum amounts reasonably required by Landlord from time to time by notice to Tenant and shall name Landlord as an additional insured, as its interests may appear, and Tenant shall provide Landlord with evidence, when requested, that such insurance is in full force and effect. Tenant shall carry property damage insurance for all of its equipment and for all leasehold improvements above the building standard, which are made by Landlord or Tenant in and to the Premises, which policies shall name Landlord as an additional insured. If required by Landlord, receipts evidencing payment for said insurance shall be delivered to Landlord at least annually by Tenant and each policy shall contain an endorsement that will prohibit its cancellation or amendment prior to the expiration of thirty (30) days after notice of such proposed cancellation or amendment to Landlord. Tenant shall carry insurance in the initial amounts listed in the Basic Data and shall provide Landlord with certificates of such Tenant Insurance Requirements on or prior to the Commencement Date.

11.2          CONSTRUCTION PERIOD INSURANCE

At any time after Substantial Completion when demolition or construction work is being performed on or about the Premises or Building by or at the direction of Tenant, the Tenant shall keep in full force and effect the following insurance coverage in each instance with policies

reasonably acceptable to Landlord, including, without limitation, the amount of any deductible thereunder:

     (1)           builder's risk completed value (non-reporting form) in such form and affording such protections as required by Landlord, naming Landlord and its mortgagees as additional insureds of which Tenant is given written notice; and

(2)           workers' compensation or similar insurance in form and amounts required by law.

Tenant shall cause a certificate or certificates of such insurance to be delivered to Landlord prior to the commencement of any work in or about the Building or the Premises, in default of which Landlord shall have the right, but not the obligation, to obtain any or all such insurance at the expense of Tenant, in addition to any other right or remedy of Landlord. The provisions of this Section 11.2 shall survive the expiration or earlier termination of this Lease.

11.3          LANDLORD'S INSURANCE

Throughout the Term, Landlord shall maintain, with responsible companies qualified to do business in the Commonwealth of Massachusetts, insurance on the building covering the same against fire and other casualty covered in an "all-risk" policy, at its full replacement cost, in an amount reasonably determined by Landlord or as are required by Landlord's mortgage lenders from time to time.

11.4          WAIVER OF SUBROGATION

Tenant and Landlord each hereby release the other to the extent of their respective insurance coverage, from any and all liability for any loss or damage caused by fire or any of the extended coverage casualties or any other casualty insured against, even if such fire or other casualty shall be brought about by the fault or negligence of Tenant, Landlord or their agents. Tenant and Landlord agree that their respective policies covering such loss or damage shall contain a clause to the effect that this release shall not affect said policies or the right of Tenant or Landlord, as the case may be, to recover thereunder and otherwise acknowledging this mutual waiver of subrogation.

ARTICLE XII

CASUALTY

12.1          DEFINITION OF "SUBSTANTIAL DAMAGE" AND "PARTIAL DAMAGE"

     The term "substantial damage," as used herein, shall refer to damage, which is of such a character, that in Landlord's reasonable, good faith estimate the same cannot, in ordinary course, be expected to be repaired within 90 calendar days from the time that such repair work would commence. Any damage, which is not "substantial damage," is "partial damage."

12.2          PARTIAL DAMAGE TO THE BUILDING

If during the Lease Term there shall be partial damage to the Building by fire or other casualty and if such damage shall materially interfere with Tenant's use of the Premises as contemplated by this Lease, Landlord shall promptly proceed to restore the Building to substantially the condition in which it was immediately prior to the occurrence of such damage.

12.3          SUBSTANTIAL DAMAGE TO THE BUILDING

If during the Lease Term there shall be substantial damage to the Building by fire or other casualty and if such damage shall materially interfere with Tenant's use of the Premises as contemplated by this Lease, Landlord shall promptly restore the Building to the extent reasonably necessary to enable Tenant's use of the Premises, unless Landlord, within ninety (90) days after the occurrence of such damage, shall give notice to Tenant of Landlord's election to terminate this Lease. The Landlord shall have the right to make such election in the event of substantial damage to the Building whether or not such damage materially interferes with Tenant's use of the Premises. If Landlord shall give such notice, then this Lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof. If Landlord has not restored the Premises to the extent required under this Section 12.3 within nine (9) months after the date of such damage or destruction, such nine-month period to be extended to the extent of any delays of the completion of such restoration due to matters beyond Landlord's reasonable control, or if the Premises shall be substantially damaged during the last nine (9) months of the Lease Term then, in either such case, Tenant may elect to terminate this Lease by giving written notice of such election to Landlord within thirty (30) days after the end of such nine-month period and before the substantial completion of such restoration. If Tenant so elects to terminate this Lease, then this Lease and the term hereof shall cease and come to an end on the date that is thirty (30) days after the date that Landlord receives Tenant's termination notice, unless on or before such date Landlord has substantially completed such restoration.

12.4          ABATEMENT OF RENT

If during the Lease Term the Building shall be damaged by fire or casualty and if such damage shall materially interfere with Tenant's use of the Premises as contemplated by this Lease, a just proportion of the Rent payable by Tenant hereunder shall abate proportionately for the period in which, by reason of such damage, there is such interference with Tenant's use of the Premises, having regard to the extent to which Tenant may be required to discontinue Tenant's use of the Premises, but such abatement or reduction shall end if and when Landlord shall have substantially restored the Premises or so much thereof as shall have been originally constructed by Landlord (exclusive of any of Tenant's fixtures, furnishings, equipment and the like or work performed therein by Tenant) to substantially the condition in which the Premises were prior to such damage.

12.5          MISCELLANEOUS

In no event shall Landlord have any obligation to make any repairs or perform any restoration work under this Article XII if prevented from doing so by reason of any cause beyond its reasonable control, including, without limitation, the requirements of any applicable laws, codes, ordinances, rules, or regulations, the refusal of the holder of a mortgage or ground

lease affecting the premises to make available to Landlord the net insurance proceeds attributable to such restoration, or the inadequacy of such proceeds to fund the full cost of such repairs or restoration, but reasonably promptly after Landlord ascertains the existence of any such cause, it shall either terminate this Lease or waive such condition to its restoration obligations and proceed to restore the Premises as otherwise provided herein, except that the foregoing shall not alter or limit Tenant's termination rights or rights to a rent abatement provided in this Section 12. Further, Landlord shall not be obligated in any event to make any repairs or perform any restoration work to any alterations, additions, or improvements to the Premises performed by or at the direction of Tenant (all of which Tenant shall repair and restore) or to any fixtures in or portions of the Premises or the Building which were constructed or installed by or at the direction of Tenant.

ARTICLE XIII

EMINENT DOMAIN

13.1          RIGHTS OF TERMINATION FOR TAKING

If the Premises, or such portion thereof as to render the balance (if reconstructed to the maximum extent practicable in the circumstances) physically unsuitable for Tenant's purposes, shall be taken (including a temporary taking in excess of 180 days) by condemnation or right of eminent domain or sold in lieu of condemnation, Landlord or Tenant may elect to terminate this Lease by giving notice to the other of such election not later than thirty (30) days after Tenant has been deprived of possession.

Further, if so much of the Building (which may include the Premises) or the Lot shall be so taken, condemned or sold or shall receive any direct or consequential damage by reason of anything done pursuant to public or quasi-public authority such that continued operation of the same would, in Landlord's opinion, be uneconomical, Landlord may elect to terminate this Lease by giving notice to Tenant of such election not later than thirty (30) days after the effective date of such taking.

     Should any part of the Premises be so taken or condemned or receive such damage and should this Lease be not terminated in accordance with the foregoing provisions, Landlord shall promptly after the determination of Landlord's award on account thereof, expend so much as may be necessary of the net amount which may be awarded to Landlord in such condemnation proceedings in restoring the Premises to an architectural unit that is reasonably suitable to the uses of Tenant permitted hereunder. Should the net amount so awarded to Landlord be insufficient to cover the cost of so restoring the Premises, in the reasonable estimate of Landlord, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and

restore the Premises to such an architectural unit, with all reasonable diligence, or Landlord may terminate this Lease by giving notice to Tenant within a reasonable time after Landlord has determined the estimated cost of such restoration.

13.2          PAYMENT OF AWARD

The Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Building and the Lot and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking or damage, as aforesaid. The Tenant covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request. Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a claim for the value of any of Tenant's trade fixtures installed in the Premises by Tenant at Tenant's expense and for relocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable hereunder by Landlord from the taking authority.

13.3          ABATEMENT OF RENT

In the event of any such taking of the Premises, the Rent or a fair and just proportion thereof, according to the nature and extent of the damage sustained, shall be suspended or abated, as appropriate and equitable in the circumstances.

13.4          MISCELLANEOUS

In no event shall Landlord have any obligation to make any repairs under this Article XIII if prevented from doing so by reason of any cause beyond its reasonable control, including, without limitation, requirements of any applicable laws, codes, ordinances, rules, or regulations or requirements of any mortgagee, except that the foregoing shall not alter or limit Tenant's termination rights or rights to a rent abatement provided in this Section 13. Further, Landlord shall not be obligated to make any repairs to any portions of the Premises or the Building which were constructed or installed by or for some party other than Landlord and which are not the property of Landlord, and Tenant shall be obligated to perform any repairs on and restorations to any alterations, additions, or improvements to the Premises performed by or at the direction of Tenant.

ARTICLE XIV

14.1          TENANT'S DEFAULT

(a)  Events of Default. The following shall be "Events of Default" under this Lease:

(i) If Tenant shall fail to pay any monthly installment of Rent when due, and such default shall continue for five (5) business days after receipt of written notice from Landlord; provided that no such notice shall be required if Tenant has received two similar notices within three hundred and sixty-five (365) days prior to such violation or failure;

(ii) If Tenant shall fail to timely make any other payment required under this Lease and such default shall continue for five (5) business days after receipt of written notice from Landlord; provided that no such notice shall be required if Tenant has received two similar notices within three hundred and sixty-five (365) days prior to such violation or failure;

(iii) If Tenant shall violate or fail to perform any of the other terms, conditions, covenants or agreements herein made by Tenant, if such violation or failure continues for a period of thirty (30) days after receipt of Landlord's written notice thereof to Tenant (or for violations or failures that reasonably require more than thirty days to cure, such additional time as reasonably necessary, provided Tenant promptly commences such cure and diligently pursues the same to completion);

(iv) Tenant's becoming insolvent, as that term is defined in Title 11 of the United States Code, entitled Bankruptcy, 11 U.S.C. Section 101 et. seq. (the "Bankruptcy Code"), or under the insolvency laws of any State, District, Commonwealth or Territory of the United States (the "Insolvency Laws");

(v) the appointment of a receiver or custodian for all or a substantial portion of Tenant's property or assets, or the institution of a foreclosure action upon all or a substantial portion of Tenant's real or personal property;

(vi) the filing of a voluntary petition under the provisions of the Bankruptcy Code or Insolvency Laws;

(vii) the filing of an involuntary petition against Tenant as the subject debtor under the Bankruptcy Code or Insolvency Laws, which is either not dismissed within sixty-five (65) days of filing, or results in the issuance of an order for relief against the debtor, whichever is earlier;

(viii) Tenant's making or consenting to an assignment for the benefit of creditors or a common law composition of creditors; or

(ix) Tenant's interest in this Lease being taken on execution in any action against the Tenant.

(b)       Landlord's Remedies. Should an Event of Default occur under this Lease, Landlord may pursue any or all of the following remedies:

(i)           Termination of Lease. Landlord may terminate this Lease by giving written notice of such termination to Tenant, or by reentry, whereupon the mailing of such notice of termination addressed to Tenant, or in the case of reentry, upon such reentry, with or without notice or demand and with or without process of law, this Lease shall automatically cease and terminate and Tenant shall be immediately obligated to quit the Premises. Termination by entry or notice as provided herein shall be effective and complete upon entry or the mailing of notice, respectively, and shall require no further action on the part of Landlord including, without limitation, resort to legal process under applicable law. Any other notice to quit or notice of Landlord's intention to reenter the Premises is hereby expressly waived. If Landlord elects to terminate this Lease, everything contained in this Lease on the part of Landlord to be done and performed shall cease without prejudice, subject, however, to the right of Landlord to recover from Tenant all Annual Rent and Additional Rent and any other sums accrued up to the time of termination or recovery of possession by Landlord, whichever is later.

(ii)   Suit for Possession. Landlord may proceed to recover possession of the Premises under and by virtue of the provisions of the laws of the state in which the Premises are located or by such other proceedings, including reentry and possession, as may be applicable.

(iii)   Reletting of Premises. Should this Lease be terminated before the expiration of the Term of this Lease by reason of an Event of Default as hereinabove provided, or if Tenant shall abandon or vacate the Premises before the expiration or termination of the Term of this Lease without having paid the full rental for the remainder of such Term, Landlord shall have

the option, but not the obligation, to relet the Premises for such rent and upon such terms as are not unreasonable under the circumstances and, if the full Annual Rent and Additional Rent reserved under this Lease (and any of the costs, expenses or damages indicated below) shall not be realized by Landlord, Tenant shall be liable for all damages sustained by Landlord, including, without limitation, deficiency in rent, reasonable attorneys' fees, brokerage fees and expenses of placing the Premises in first-class rentable condition including without limitation any alterations and improvements. Landlord, in putting the Premises in good order or preparing the same for rerental may, at Landlord's option, make such alterations, repairs or replacements in the Premises as Landlord, in its sole judgment, considers advisable and necessary for the purpose of reletting the Premises, and the making of such alterations, repairs, or replacements shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to relet the Premises, or in the event that the Premises are relet, for failure to collect the rent under such reletting, and in no event shall Tenant be entitled to receive the excess, if any, of such net rent collected over the sums payable by Tenant to Landlord hereunder. Landlord shall use reasonable efforts to mitigate its damages based upon Tenant's default.

(iv)   Acceleration of Payment. If Tenant shall fail to pay any monthly installment of Rent pursuant to the terms of this Lease, within the ten (10) days of receipt of written notice from Landlord that such payment is due and payable, for three (3) consecutive months, or three (3) times in any period of twelve (12) consecutive months, then Landlord may, by giving written notice to Tenant, exercise any of the following options: (A) declare the rent reserved under this Lease for the next six (6) months (or at Landlord's option for a lesser period) to be due and payable within ten (10) days of such notice; or (B) require an additional security deposit, in the form of an irrevocable letter of credit, to be paid to Landlord within ten (10) days of such notice in an amount not to exceed six (6) months rent. Landlord may invoke any of the options provided for herein at any time during which an Event of Default remains uncured.

 (v)   Monetary Damages. Any damage or loss of rent sustained by Landlord may be recovered by Landlord, at Landlord's option, at the time of the reletting, or in separate actions, from time to time, as said damage shall have been made more easily ascertainable by successive relettings, or at Landlord's option in a single proceeding deferred until the expiration of the Term of this Lease (in which event Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said Term) or in a single proceeding prior to either the time or reletting or the expiration of the Term of this Lease. In addition, should it be necessary for Landlord to employ legal counsel to enforce any of the provisions herein contained, Tenant agrees to pay all reasonable attorney's fees and court costs reasonably incurred.

(vi)   Cumulative Remedies. In the event of an Event of Default by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not provided for herein. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity, whether or not mentioned herein. Landlord's election to pursue one or more remedies, whether as set forth herein or otherwise, shall not bar Landlord from seeking any other or additional remedies at any time and in no event shall Landlord ever be deemed to have elected one or more remedies to the exclusion of any other remedy or remedies. Any and all rights and remedies that Landlord may have under this Lease, and at law and in equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed due to an Event of Default, or in the event of Landlord obtaining possession of the Premises, by reason of any Event of Default.

(c)           Waiver. If, under the provisions hereof, Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any other covenant, condition or agreement herein contained, nor of any of Landlord's rights hereunder. No waiver by Landlord of any breach of any covenant, condition or agreement herein contained shall operate as a waiver of such covenant, condition, or agreement itself, or of any subsequent breach thereof. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or letter accompanying a check for payment of Rent or any other sum be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or any other sum or so pursue any other remedy provided in this Lease. No reentry by Landlord, and no acceptance by Landlord of keys from Tenant, shall be considered an acceptance of a surrender of the Lease or Premises.

(d)           Right of Landlord to Cure Tenant's Default. If an Event of Default occurs, then Landlord may, but shall not be required to, make such payment or do such act, and charge the amount of the expense thereof, if made or done by Landlord, with interest thereon at the rate per annum which is four percent (4%) greater than the "base lending rate" then in effect at Fleet National Bank, Boston, Massachusetts, or the highest rate permitted by law, whichever may be less; with it being the express intent of the parties that nothing herein contained shall be construed or implemented in such a manner as to allow Landlord to charge or receive interest in excess of the maximum legal rate then allowed by law. Such payment and interest shall constitute

Additional Rent hereunder due and payable with the next monthly installment of Rent; but the making of such payment or the taking of such action by Landlord shall not operate to cure such default or to stop Landlord from the pursuit of any remedy to which Landlord would otherwise be entitled.

(e)           Late Payment. If Tenant fails to pay any installment of Rent on or before the first (1st) day of the calendar month when such installment becomes due and payable and such default shall continue for ten (10) days after receipt of written notice from Landlord, Tenant shall pay to Landlord a late charge of five percent (5%) of the amount of such installment, and, in addition, such unpaid installment shall bear interest at the rate per annum which is four percent (4%) greater than the "base lending rate" then in effect at Fleet National Bank, Boston, Massachusetts, or the highest rate permitted by law, whichever may be less; with it being the express intent of the parties that nothing herein contained shall be construed or implemented in such manner as to allow Landlord to charge or receive interest in excess of the maximum legal rate then allowed by law. Such late charge and interest shall constitute Additional Rent hereunder due and payable with the next monthly installment of Rent due, or if payments have been accelerated pursuant to this Article 14, due and payable promptly after notice from Landlord.

(f)           Intentionally deleted.

ARTICLE XV

THE LANDLORD'S ACCESS TO PREMISES

15.1          THE LANDLORD'S RIGHT OF ACCESS

The Landlord and its agents, contractors, and employees shall have the right to enter the Premises at all reasonable hours upon reasonable advance notice or any time in case of emergency, for the purpose of inspecting or of making repairs or alterations, to the Premises or the Building or additions to the Building, and Landlord shall also have the right to make access available at all reasonable hours to prospective or existing mortgagees or purchasers of any part of the Building. Landlord agrees to use reasonable efforts to minimize any interruptions to Tenant's business or of Tenant's use of the Premises, in making repairs or alterations or in accessing the Premises.

For a period commencing twelve (12) months prior to the expiration of the Lease Term, Landlord may have reasonable access to the Premises at all reasonable hours for the purpose of exhibiting the same to prospective tenants.

ARTICLE XVI

 16.1          SUBORDINATION

     Upon the written request of Landlord, Tenant shall enter into a recordable agreement with the holder of any present or future mortgage of the Premises, Building or Lot which shall provide that (i) this Lease shall be subordinated to such mortgage, (ii) in the event of foreclosure of said mortgage or any other action thereunder by the mortgagee, the mortgagee (and its successors in interest) and Tenant shall be directly bound to each other to perform the respective undischarged obligations of Landlord and Tenant hereunder (in the case of Landlord accruing or continuing after such foreclosure or other action and in the case of Tenant whether accruing before or after such foreclosure or other action), (iii) this Lease shall continue in full force and effect, and (iv) Tenant's rights hereunder shall not be disturbed, except as in this Lease provided. The word "mortgage" as used herein includes mortgages, deeds of trust and all similar instruments, all modifications, extensions, renewals and replacements thereof, and any and all assignments of the Landlord's interest in this Lease given as collateral security for any obligation of Landlord.

 16.2          MODIFICATIONS

In the event that any holder or prospective holder of any mortgage, as hereinbefore defined, which includes the Premises as part of the mortgaged Premises, shall request any modification of any of the provisions of this Lease, other than a provision that reduces Landlord's obligations to Tenant or adversely impacts or alters Tenant rights and obligations under this Lease, including but not limited to provisions directly related to the Annual Rent, Additional Rent or other sums payable hereunder, the duration of the Term hereof, or the size, use or location of the Premises, Tenant agrees that Tenant will enter into a written agreement in recordable form with such holder or prospective holder which shall effect such modification and provide that such modification shall become effective and binding upon Tenant and shall have the same force and effect as an amendment to this Lease in the event of foreclosure or other similar action taken by such holder or prospective holder or by anyone claiming by, through or under such holder or prospective holder.

ARTICLE XVII

MISCELLANEOUS PROVISIONS

17.1          CAPTIONS

The captions throughout this Lease are for convenience or reference only and shall in no way be held or deemed to define, limit, explain, describe, modify, or add to the interpretation, construction, or meaning of any provision of this Lease.

17.2       BROKERAGE

Tenant and Landlord represent and warrant to each other that they have not dealt with any brokers in connection with this Lease other than The Stevens Group (the "Broker") and Landlord and Tenant agree to indemnify and save the other harmless from any liability that may arise if the foregoing representation is inaccurate in any respect, including reasonable attorneys fees. Landlord agrees to pay any broker's commission or finder's fees due to Broker in accordance with a separate agreement between Landlord and Broker.

17.3       HOLDOVER

     If Tenant remains in the Premises after the termination of this Lease, by its own terms or for any other reason, such holding over shall not be deemed to create any tenancy, but Tenant shall be a tenant at sufferance only, at a daily rate equal to double the Rent applicable immediately prior to such termination plus the then applicable additional rent and other charges under this Lease. Tenant shall also pay to Landlord all damages, direct or indirect, sustained by Landlord by reason of any such holding over. Otherwise, such holding over shall be on the terms and conditions set forth in this Lease as far as applicable.

17.4       COUNTERPARTS

     This Lease is executed in any number of counterparts, each copy of which is identical, and any one of which shall be deemed to be complete in itself and may be introduced in evidence or used for any purpose without the production of the other copies.

17.5       CONSTRUCTION AND GRAMMATICAL USAGE

This Lease shall be governed, construed and interpreted in accordance with the laws of The Commonwealth of Massachusetts, and Tenant agrees to submit to the personal jurisdiction of any court (federal or state) in said Commonwealth for any dispute, claim or proceeding arising out of or relating to this Lease. In construing this Lease, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so admits or requires. If there be more than one party tenant, the covenants of Tenant shall be the joint and several obligations of each such party and, if Tenant is a partnership, the covenants of Tenant shall be the joint and several obligations of each of the partners and the obligations of the firm.

17.6       LETTER OF CREDIT

(a)           Tenant shall deliver to Landlord a clean, unconditional, irrevocable, transferable letter of credit (the "Letter of Credit") in a form reasonably acceptable to the Landlord and issued by Deutsche Bank Group or another financial institution ("Issuer") satisfactory to Landlord. The Letter of Credit shall be in the amount of One Hundred Fifty Thousand Dollars ($150,000.00), name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a written statement signed by Landlord or Landlord's authorized agent stating that Landlord is entitled to draw down on a Letter of Credit pursuant to the terms of this Lease. Landlord shall be entitled to draw the entire amount under the Letter of Credit if Tenant does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution reasonably satisfactory to Landlord in the amount and form of the initial Letter of Credit no later than one month before the expiration date of the then existing Letter of Credit. If an Event of Default occurs under the Lease (after any applicable notice and cure periods), Landlord shall be entitled to draw upon the Letter of Credit to the extent required for payment of any Rent or any other sum as to which there is an Event of Default by Tenant or for any sum which Landlord may expend or may be required to expend by reason of Tenant's Event of Default in respect of any of the terms, covenants and conditions of this Lease, including but not limited to any damage or deficiency accrued before or after summary proceedings or other reentry by Landlord, including the costs of such proceeding or reentry and further including, without limitation, reasonable attorney's fees, (or, only if partial draws are not permitted, the entire amount of the Letter of Credit). Landlord agrees that the Letter of Credit may also provide for partial draws by Landlord. It is agreed that Landlord shall always have the right to draw upon and apply the Letter of Credit, or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any

other such remedy or remedies in lieu of drawing upon the Letter of Credit and applying the Letter of Credit or any part thereof. If Landlord shall draw upon and use, apply or retain the Letter of Credit in whole or in part, Tenant shall within ten (10) days after written notice from the Landlord make such further amended Letter of Credit in form and substance reasonably satisfactory to Landlord as may be necessary to bring the balance of the Letter of Credit to a sum equal to the amount of the Security Deposit required to be maintained under this Lease. To the extent not applied by Landlord pursuant to the provisions of the Lease any amount drawn under the Letter of Credit shall be held or applied by Landlord as a Security Deposit. If at any time the Security Deposit is held as cash, then Tenant may thereafter replace the cash security deposit with a letter of credit as set forth above.

(b)           The Letter of Credit shall be issued and delivered to Landlord within fifteen (15) business days after complete execution of this Lease by Landlord and Tenant. If Tenant fails to deliver to Landlord the Letter of Credit when required, such failure shall constitute an Event of Default under the Lease.

(c)           Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit and neither Landlord nor its successors or assign shall be bound by any such assignment or encumbrance or attempted assignment or encumbrance.

(d)           If Landlord shall be holding the Letter of Credit as security, then, in the event of a proposed sale or lease of the Building by Landlord, Tenant will, upon ten (10) business days' notice, at its sole cost and expense, cause the issuing bank to consent to the assignment or to issue a substitute letter of credit on identical terms except for the stated beneficiary, from the same issuing bank or another bank acceptable to Landlord in Landlord's sole discretion, naming the new landlord as the beneficiary thereof upon delivery by Landlord of the then outstanding Letter of Credit.

(e)           The holder of any mortgage upon the Building or the Lot shall never be responsible to Tenant for the Security Deposit or its application or return unless the Security Deposit shall actually have been received in hand by such holder.

17.7       LANDLORD'S ENFORCEMENT EXPENSES

Unless prohibited by applicable law, the Tenant agrees to pay to the Landlord the amount of all reasonable fees and expenses (including, without limitation, reasonable attorneys fees and costs) incurred by the Landlord arising out of or resulting from any Event of Default, irrespective of whether Landlord resorts to litigation as a result thereof.

17.8       NO SURRENDER

The delivery of keys to any employee of Landlord or to Landlord's agents or employees shall not operate as a termination of this Lease or a surrender of the Premises.

17.9       COVENANT OF QUIET ENJOYMENT

Subject to the terms and provisions of this Lease and on payment of the Rent, additional rent, and other sums due hereunder and compliance with all of the terms and provisions of this Lease, Tenant shall lawfully, peaceably, and quietly have, hold, occupy, and enjoy the Premises during the term hereof, without hindrance or ejection by Landlord or by any persons claiming under Landlord; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied.

17.10     NO PERSONAL LIABILITY OF THE LANDLORD

It is specifically agreed that the obligations of Landlord under this Lease do not constitute personal obligations of Landlord and that Tenant shall not seek recourse against the personal assets of Landlord for satisfaction of any liability with respect to this Lease.

17.11     NOTICES

Any notice or consent required to be given by or on behalf of either party to the other shall be in writing and shall be given by mailing such notice or consent as set forth in Article 1.2 of this Lease, addressed, if to Landlord, at the address set forth in Article 1.2 of this Lease, and, if to Tenant, at the address as set forth in Article 1.2 of this Lease, or at such other address as may be specified from time to time in writing sent to the other party by like notice

Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be delivered by hand or sent by registered or certified mail, postage prepaid or by so-called "express" mail (such as Federal Express or U.S. Postal Service Express Mail).

17.12     FINANCIAL INFORMATION

It is hereby understood and agreed that Tenant will supply to the Landlord, on an annual basis, a copy of Tenant's audited financial statement within one hundred and five (105) days following Tenant's fiscal year end, unless such disclosure is prohibited by law. Any information obtained by Landlord pursuant to the provisions of this Paragraph shall be treated as confidential, except that Landlord may disclose such information to its lenders.

17.13     RULES AND REGULATIONS

The Tenant will observe and comply with the Rules and Regulations as attached hereto and made a part hereof, including reasonable revisions and additions as the Landlord may from time to time institute, applicable to and equally enforced against all tenants of the Building. Where the terms of this Lease and the Rules and Regulations are in conflict, the Lease shall control.

17.14     RIGHT TO MOVE

Tenant hereby agrees with Landlord that, upon the request of Landlord made not more than one time during the Term, as it may be extended, Tenant shall relocate from the Premises then demised to Tenant under this Lease (the "Original Premises") to other premises (the "Relocated Premises") within the Building having a comparable size, utility capacity, view, windowline, buildout quality and décor, and which Relocated Premises shall be as contiguous as the Original Premises and shall have similar access to the General Lot. Upon such relocation the Relocated Premises shall become the Premises demised under this Lease and wherever the term "Premises" is used herein the same thereafter shall mean and refer to the Relocated Premises. Landlord shall give Tenant not less than nine (9) months' notice of Landlord's intention to relocate Tenant. In the event of any such relocation, Landlord will move Tenant at night or on a weekend to minimize interference with Tenant's business. Landlord, at its sole cost and expense, shall perform the partitioning of the Relocated Premises and shall place the same into substantially equivalent condition to that in which the Original Premises were in prior to such relocation, including without limitation, Tenant's painting, carpeting, fixturing and cabling, and Landlord shall also reimburse Tenant for Tenant's reasonable relocation and moving expenses in so relocating to the Relocated Premises upon billing therefor from Tenant, which costs shall include, without limitation, the costs of relocating furniture, files and equipment, telephone installation, computer wiring and cabling, and reasonable costs of new stationery and business cards. Tenant shall not be required to vacate the Original Premises and to relocate to the Relocated Premises until the Relocated Premises shall be substantially complete subject to punch list items provided that that Relocated Premises are sufficiently complete such that Tenant may reasonably conduct its business therein without interruption. Upon any such relocation, Tenant shall enter into an amendment to this Lease confirming such relocation, but Tenant's failure to enter into such amendment shall not affect in any manner the relocation of the Premises demised under this Lease from the Original Premises to the Relocated Premises. Provided that if the

relocation space is smaller than the Original Premises, the Rent shall be proportionately adjusted but no rent adjustment shall be made if the relocation space is larger than the original Premises.

17.15     ESTOPPEL CERTIFICATES.

Landlord and Tenant both agree on the Term Commencement Date and from time to time thereafter, upon not less than fifteen (15) business days' prior written request by either party to execute, acknowledge and deliver to the other party a statement in writing, certifying that, as to such party's knowledge, this Lease is unmodified and in full force and effect, that such party has no defenses, offsets or counterclaims against its obligations to pay rent and other charges required under this Lease and to perform its other covenants under this Lease and that there are no uncured defaults of Landlord or Tenant under this Lease (or, if there have been any modifications, that this Lease is in full force and effect, as modified, and stating the modifications, and, if there are any defenses, offsets, counterclaims or defaults, setting them forth in reasonable detail), and the dates to which the Rent and other charges have been paid. Any such statement delivered pursuant to this Section 17.15 may be relied upon by any prospective purchaser or mortgagee of the property which includes the Premises, or any prospective assignee of any such mortgagee.

17.16        SIGNAGE

(a)      Directory Signage. The location and identity of Tenant will be set forth on the Building directory located in the main lobby, initially at Landlord's expense. Any subsequent changes requested by Tenant shall be at Tenant's expense and shall conform to Landlord's standard sign criteria for the Building.

(b)      Tenant Suite Identification Signage. Landlord shall provide a suite sign at the entrance to Tenant's Premises which shall conform to Landlord's standard sign criteria for the Building, or as otherwise agreed by Landlord and Tenant. Any subsequent changes to the aforementioned signage requested by Tenant after the initial installation by Landlord shall be at Tenant's sole cost and expense and shall conform to Landlord's standard sign criteria for the Building.

(c)      Monument Signage: Tenant shall have the right to install at Tenant's sole cost and expense a monument sign at the front entrance of the Premises. In addition, Tenant may install, at Tenant's sole cost and expense, additional exterior signage, subject to Landlord's approval of the location, size and design of such sign, which approval shall not be unreasonably withheld, conditioned or delayed. Any such sign must be in compliance with all applicable law, and Tenant shall be responsible for obtaining all required permits and approvals in connection with such sign.

17.17     WHEN LEASE BECOMES BINDING

Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith. The submission of this Lease for examination and negotiation does not constitute an offer to lease, a reservation of, or option for the Premises and shall vest no right in any party. Tenant or anyone claiming under or through Tenant shall have the rights to the Premises as set forth herein and this Lease becomes effective as a Lease only upon execution, acknowledgment and delivery thereof by Landlord and Tenant, regardless of any written or verbal representation of any agent, manager or employee of Landlord to the contrary.

17.18     MISCELLANEOUS

Each party hereto has reviewed and revised (or requested revisions of) this Lease, and therefore any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Lease or any Exhibits hereto.

17.19     ENTIRE AGREEMENT

This Lease and the exhibits and any rider attached hereto, set forth all the covenants, promises, agreements, conditions, representations and understandings between Landlord and Tenant concerning the Premises and there are no covenants, promises, agreements, conditions, representations or understandings, either oral or written between them other than those herein set forth and this Lease expressly supersedes any proposals or other written documents relating hereto. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord and Tenant unless reduced to writing and signed by them. Tenant agrees that Landlord and its agents have made no representations or promises with respect to the Premises, or the Building of which the Premises are a part, or the Lot, except as herein expressly set forth.

17.20     ROOF TOP RIGHTS

Throughout the Term of this Lease, subject to Tenant's compliance at all times with all applicable law, Tenant shall have the right, in the nature of a license, to use an area on the roof of the Building (the "Telecommunications Equipment Space") for Tenant's installation of one satellite dish (the "Telecom Equipment") which Telecom Equipment shall be for Tenant's use only. The location of the Telecom Equipment, the plans and specifications for such installation and any contractors Tenant intends to use to install such equipment shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall not be charged any additional Rent in respect of the right granted in this Section 17.20, Landlord shall have the right to inspect the Telecommunications Equipment Space and the Telecom Equipment at any time and Tenant shall give Landlord and any governmental authorities having jurisdiction access thereto at any time for purposes of such inspections. Tenant shall maintain the Telecommunications Equipment Space and the Telecom Equipment in good, safe, operating condition. Landlord makes no representation that the Building or Telecommunications Equipment Space is suitable for Tenant's use, and Tenant acknowledges that the Telecommunications Equipment Space will be delivered by Landlord in “ASIS WHERE IS” condition. At the expiration or earlier termination of this Lease, Tenant shall remove the Telecom Equipment at Tenant's sole cost and expense and shall repair any damage caused by the Telecom Equipment or its removal. If at any time Landlord reasonably determines that the Telecommunications Equipment Space or the Telecom

Equipment is not being maintained in the condition required by this Lease, then without limiting any other rights and/or remedies of Landlord under this Lease, at law and or in equity, Landlord shall have the right, (upon notice to Tenant and failure of Tenant promptly to remedy such situation within five (5) business days of such notice, or if an emergency exists, immediately) to take such action, at Tenant's expense, as Landlord reasonably deems necessary to remedy the situation. Tenant shall pay Landlord, on demand, for all costs and expenses incurred by Landlord in connection therewith.

Throughout the Lease Term, Tenant shall be responsible for securing the Telecommunications Equipment Space.

17.21     NOTICE OF LEASE

To the extent permitted by law, the parties agree to execute and record with the Suffolk Registry of Deeds or file with the Suffolk Registry District of the Land Court, a Notice of Lease or a Memorandum of Lease, and Tenant agrees to pay all recording or filing fees in connection with such Notice or Memorandum. The parties shall not record this Lease with the Suffolk Registry of Deeds.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have executed this instrument under seal as of the date set forth in Section 1.2, above.

	LANDLORD:	Schrafft Center LLC
/s/ Joanne R. Perrotta		/s/ John J. Roche
WITNESS		By:	John J. Roche
		Its:	CEO
	TENANT:	IntraLinks Inc.
/s/ Rachel J. Holmes		/s/ Gary Hirsch
WITNESS		By:	Gary Hirsch
		Its:	Senior Vice President & General Counsel IntraLinks, Inc.

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF NORFOLK

On this 15th day of July, 2008, before me, the undersigned notary public, personally appeared John J. Roche, Authorized Signatory for Schrafft Center LLC, proved through me through satisfactory evidence of identification, which was previously known to me, to be the person whose name is signed on the preceding or attached document, and acknowledge to me that he signed it voluntarily for its stated purpose.

/s/ Nancy B. LaPlante                

Nancy B. LaPlante

Notary Public

My Commission Expires June 7, 2013

STATE OF NEW YORK

COUNTY OF NEW YORK

On this 10thday of July, 2008, before me, the undersigned notary public, personally appeared Gary Hirsch, SVP & Secretary of IntraLinks, Inc., proved through me through satisfactory evidence of identification, which was my personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledge to me that he or she signed it voluntarily for its stated purpose.

/s/ Rachel J. Holmes                          

RACHEL J. HOLMES

Notary Public, State of New York

No. 01-HO6177365

Qualified in New York County

My Commission Expires Nov. 13, 2011

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors and halls shall not be obstructed or encumbered by any Tenant, nor shall they be used for any purpose other than ingress and egress to and from the Premises. Landlord shall keep the sidewalks and curbs directly in front of said Premises, clean and free from ice and snow.

2. No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of the Landlord. No curtains, blinds, shades or screens shall be attached to, hung in, or used in connection with, any window or door of the Premises, without the prior written consent of the Landlord. Any such awnings, projections, curtains, blinds, shades, screens or other fixtures used by Tenant (if given the prior written consent of the Landlord for such use), shall be of a quality, type, design and color, attached in a manner approved by the Landlord.

3. A building directory will be maintained in the main lobby of the building at the expense of the Landlord and the number of such listings shall be at the sole discretion of the Landlord. Except as provided in Section 17.16, no sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside or inside of the Premises or building, without the prior written consent of the Landlord. In the event of violation of the foregoing by any Tenant, Landlord may remove same without any liability and may charge the expense incurred by such removal to any Tenants violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant, with respect to interior signs, at Tenant's expense, and shall be of a size, color and style reasonably acceptable to the Landlord.

4. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the building shall not be covered or obstructed by any Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.

5. No show cases or other articles shall be put in front of, or affixed to any part of the exterior of the building, nor placed in the halls, corridors, vestibules or fire escapes, without the prior written consent of the Landlord.

6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. All damages resulting from any misuses of the fixtures shall be borne by the Tenant who, or whose servants, employees, agents, visitors, or licensees, shall have caused same.

7. Except as otherwise expressly set forth in the Lease, Tenant shall not mark, paint, drill into, or in any way deface any part of the Premises or the building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed and as the Landlord may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in contact with the floor of the Premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

8. No bicycles, vehicles or animals of any kind shall be brought in or kept about the Premises, and no cooking shall be done or permitted by Tenant on said Premises, except in the kitchen located within the Premises. No Tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises.

9. No space in the building, except as provided in individual Leases, shall be used for manufacturing, for the storage of merchandise, or for the sale of merchandise, goods or property of any kind at auction.

10. No Tenant shall make, or permit to be made, any unsettling or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises' or those having business with them, whether by the use of any musical instrument, radio, talking machine, unmusical noise, whistling, singing, or in any other way. No Tenant shall throw anything out of doors, windows, skylights or down the passageways.

11. No Tenant, nor any of Tenant's servants, employees, agents, visitors or licensees, shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical and substance, except in such minimal amounts as routinely kept for office use.

12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or the mechanism thereof. Each Tenant must, upon the termination of his tenancy, return to the Landlord,

all keys for stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys so furnished, such Tenant shall pay the Landlord the cost thereof.

13. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place during the hours which the Landlord or its agents may determine from time to time. The Landlord reserves the right to inspect all freight to be brought into the building and to exclude from the building, all freight which violates any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.

14. No Tenant shall occupy or permit any portion of the Premises leased to him to be occupied for the possession, storage, manufacture or sale of liquor, narcotics, or as a barber or manicure shop.

15. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord's opinion, tends to impair the reputation of the building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. Except for purposes of identifying Tenant's address, Tenant shall not use the name of the building or its owner in any advertising without the express written consent of the Landlord.

16. No food or beverage shall be carried in the public halls and elevators of the buildings, except in closed containers.

17. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose.

18. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same by notifying the Landlord. Landlord reserves the right to inspect any parcel or package being removed from the building by Tenant, its employees, representatives and business invitees.

19. There shall not be used in any space or in the public halls of any building, either by a Tenant or by jobbers or others in the delivery of or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

EXHIBIT A

Floor Plans

See Plan attached hereto.

EXHIBIT A-1

Legal Description of the Lot

That certain parcel of land situated in that part of Boston, formerly Charlestown, in the County of Suffolk and Commonwealth of Massachusetts, bounded and described as follows:

Westerly by the easterly line of Alford Street, thirty-six and 09/100 (36.09) feet;

Northwesterly three hundred sixty-six and 10/100 (366.10) feet; and

Northeasterly twenty-five (25) feet by land now or formerly of the City of Boston; and

Southeasterly by land now or formerly of W. F. Schrafft & Sons Corporation three hundred ninety-two (392) feet.

All of said boundaries are determined by the Court to be located as shown on a plan drawn by George H. Gilboy, Surveyor, dated September 26, 1950, as modified and approved by the Court, filed in the Land Registration Office as plan no. 22682-A, a copy of a portion of which is filed with Certificate of Title No. 53965.

Also another certain parcel of land situated in that part of Boston, formerly Charlestown, bounded and described as follows:

Southwesterly by Main Street, five and 28/100 (5.28) feet;

Southwesterly by Lot 3 as shown on a plan hereinafter mentioned, two hundred seventy-five and 18/100 (275.18) feet;

Northwesterly by land now or formerly of W. F. Schrafft & Sons Corp. and the City of Boston, one thousand two hundred twenty-nine and 70/100 (1229.70) feet more or less, to low water line in Mystic River, or so far as the line of private ownership may extend.

Northeasterly by Mystic River;

Southeasterly by land now or formerly of Joseph E. Bartlett, eight hundred nine and 34/100 (809.34) feet more or less, to low water line in Mystic River, or so far as the line of private ownership may extend;

Southerly by curved line, five hundred thirty-one and 82/100 (531.82) feet;

Southeasterly by two lines measuring respectively twenty-six and 81/100 (26.81) feet and thirty-six and 72/100 (36.72) feet; and

Southerly again three hundred two and 95/100 (302.25) feet; all by land now or formerly of the Boston and Maine Railroad.

All of said boundaries, except low water line, are determined by the Court, to be located as shown on subdivision plan No. 13452-C, drawn by Massachusetts Department of Public Works, E. F. Sawyer, Office Engineer, dated October 9, 1950, as approved by the Court, filed with Certificate of Title No. 53196 and said land is shown as lot four (4) on said plan.

EXHIBIT B

Construction Work Letter

Exhibit B-1, Exhibit B-2 and Exhibit B-3, attached hereto

EXHIBIT B-l

Construction

A.Substantial Completion.      For the purposes hereof, the Landlord's Work shall be deemed to be substantially complete on the date that (i) Landlord's Work, as defined in Paragraph B hereof, has been completed and all construction debris has been removed from the Premises except for items of work and adjustment of equipment and fixtures which can be completed after possession has been taken without causing substantial interference with the performance of Tenant's Work or Tenant's business operations (i.e., so-called "punch list" items), which "punch list" items (a) shall be designated jointly by Tenant and Landlord, and (b) Landlord shall complete within thirty (30) business days (except for Special Work), (ii) Tenant has received from the Landlord a certificate stating that substantial completion of the Landlord's Work has occurred in accordance with clause (i) of this Paragraph, and (iii) the Premises has been delivered to Tenant.

B.Landlord's Work.     For the purposes of determining substantial completion, "Landlord's Work" shall be defined as all work shown on the Plans as defined in Paragraph D hereof, but shall not include special work (i.e., long-lead items) requested by Tenant after the date of this Lease (the "Special Work"), or changes made by Tenant after the Plans have been approved by Landlord and Tenant. Landlord agrees to identify such Special Work for Tenant as soon as reasonably practical and shall give Tenant the option of substituting alternative materials of similar quality. Landlord's Work shall be constructed in compliance with all applicable codes and shall be performed in a first-class manner. All materials shall be consistent with "building standard materials".

The Plans shall include the following items of Landlord's Work:

Built-out specifications attached hereto as Exhibit B-2, including building standard finishes and fixtures, offices, conference room(s), reception area, file/copy room, server/printer room, kitchen/break room, electrical needs for offices and furniture systems, new carpet and paint throughout, millwork, HVAC zoning and/or re-ducting as needed, ceiling tiles and grid as needed, lighting as needed, repair or replace window coverings, and ADA and/or fire/life safety modifications as required.

Landlord's Work would include:

(i)        9 new private offices

(ii)      Electrical drops for wiring for the cubicles shown on the Plan (it being understood that

Tenant is responsible for whips and final hook up for up to 127 cubicles as shown on Exhibit B-3)

(iii)      Segregated ("Chinese Walled") area with 11 cubicles

(iv)      Large Kitchen with game area

(v)       Server Room with supplemental air conditioning

(vi)      Storage area

(vii)     Large Conference Room for 25 people

(viii)    One existing Interview Room

(ix)      One Team Room

C.Payment for Work.  Landlord shall pay for all costs of Landlord's Work (except as set forth below). If (A) Tenant makes any changes after the Plans have been approved by Landlord and Tenant, or (B) the scope of the Landlord's Work exceeds the scope of the Landlord's Work set forth above because of a request made by Tenant, and (C) the cost of Landlord's Work will be increased thereby (collectively, "Tenant Costs"), then Tenant shall pay to Landlord within ten (10) days of demand the net amount of any increase in the cost of Landlord's Work resulting from the applicable change. In addition, Landlord shall provide Tenant with an estimate for the costs of the installation of the side-light glass and the shower shown on the Plans, and Tenant shall, within five (5) business days, either approve or disapprove of the estimate. If Tenant approves such costs, Tenant shall pay to Landlord the additional cost of the installation of the side-light glass and the shower shown on the Plans, the cost of which shall also be considered Tenant Costs. If Tenant fails to approve such costs, then Landlord shall not be obligated install the side-light glass and the shower shown on the Plans. Tenant Costs shall include overhead and profit to the Landlord in an amount not exceeding 8% of such Tenant Costs.

D.           Plans.

A full and complete set of the plans and specifications for Landlord's Work (the "Plans") are attached hereto as Exhibit B-3. In the event of a conflict between the Plans and this Exhibit B-1, the Plans shall control.

E.Performance of Work.  Except for demolition work (which may be performed prior to the Landlord's Work in the Server and Electrical Room), Landlord agrees to commence construction of Landlord's Work in the Server and Electrical Room

prior to commencing construction on other Landlord's Work. Landlord agrees to use commercially reasonable efforts to substantially complete the Landlord's Work in the Server and Electrical Room on or before October 15, 2008 and to substantially complete the remaining Landlord's Work on or before January 1, 2009 (the "Anticipated Completion Date"). If Tenant (i) fails or omits to supply additional information which may be requested, or fails to approve requests for change orders or in giving authorizations or materially interferes with the performance of Landlord's Work in the exercise of its rights pursuant to Paragraph G hereof, or (ii) changes the scope of Landlord's Work or requests change orders which because of the process for approval therefor or the additional time to perform the work or obtain the materials delay the performance of Landlord's Work and Landlord gives Tenant written notice of such delay, or (iii) fails to deliver this Lease, executed by Tenant, with final plans for Landlord's Work attached, to Landlord by July 15, 2008 ((i), (ii) and (iii) collectively, "Tenant Delays"), then the Rent Commencement Date shall be deemed to have occurred as of the date the Rent Commencement Date would have occurred in accordance with the terms hereof, but for such Tenant Delays, even if Premises are not, in fact, actually ready for Tenant's occupancy. Landlord agrees to use reasonable efforts to accelerate construction or reschedule certain portions of the Landlord's Work to make up for lost time due to any delays, provided that Landlord shall not be required to incur additional costs as a result thereof and any overtime costs incurred by Landlord as a result of accelerating construction due to Tenant Delays shall be Tenant change orders.

Landlord agrees to give Tenant notice of any anticipated Tenant Delays (or increased costs) as soon as reasonably practicable and shall give Tenant its good faith estimate of the estimated net increase in time and cost which would result from the change. Tenant shall have the right to withdraw the change order if it does not accept the impact of the delay or price increase, provided that Tenant shall nonetheless be responsible for any increase in time and cost which results from the request for such change.

F.Tenant's Work.  Tenant shall contract with cabling and wiring contractors to install cable and wiring and other specialty trades, provided Tenant's contractors shall cooperate and coordinate their work with the general contractor for Landlord's Work (which schedule shall be as set by said general contractor), and shall comply with reasonable, non-discriminatory rules and regulations, in an "open-shop" capacity. All Tenant contractors shall be subject to the supervision and authority of Landlord's job superintendent. Tenant will be responsible for its voice, data, security systems (except that Landlord shall give Tenant a $200 credit toward Tenant's security system) and other cabling requirements racking systems and in-rack sprinklering and Landlord's Work shall not include the same. Tenant shall have the right to enter the Premises from the date of Lease execution, upon at least twenty-four (24) hours' notice to Landlord, to install cabling, furniture, fixtures and equipment. Any such early entrance shall be at Tenant's sole risk, shall not interfere with the performance of Landlord's Work and shall be subject to all of the terms of this Lease except the payment of Rent. Notwithstanding anything herein to the contrary, Tenant shall be responsible for the purchase and installation of the cubicles shown on the Plan (except for the electrical drops for such cubicles described in Section B(ii) above).

G.Tenant's Contractors.   In the event that Tenant engages any separate contractors in the initial construction of the Premises including, without limitation, for the purposes of performing the work described in Paragraph G above, Tenant and Tenant's contractors shall cooperate in all ways with Landlord's contractors to avoid any delay to the work being performed by Landlord's contractors or conflict in any other way with the performance of such work, or any damages which might occur to any work or materials to be installed by Landlord's Contractors in the Premises.

H.       Acceptance of Work.   Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations under this Exhibit B unless not later than thirty (30) days after the Term Commencement Date, Tenant shall give Landlord written notice specifying the respects in which Landlord has not performed any such obligation and Landlord shall promptly remedy any physical defect in Landlord's Work within or affecting the Premises of which Tenant gives Landlord written notice within one (1) year of the date on which Landlord's Work is Substantially Complete or, if such Landlord's Work is subject to a warranty or guaranty with a longer term, within such term.

I.Rights and Remedies.   Landlord shall have the same rights and remedies which Landlord has upon the nonpayment of Base Rent and Additional Rent due under this Lease for nonpayment of any amounts which Tenant is required to pay to Landlord or Landlord's contractor in connection with the construction and initial preparation of the Premises (including,

without limitation, any amounts which Tenant is required to pay in accordance with this Exhibit B hereof) or in connection with any construction in the Premises performed for Tenant by Landlord, Landlord's contractor or any other person, firm or entity after the Term Commencement Date.

EXHIBIT B-2

Specifications for Landlord's Work

Approved building standard finish specifications

1. Carpet - Shaw Industries Commercial lines of cut piles, loop piles and carpet tiles

2. Vinyl Base - Johnsonite - all standard colors

3. Vinyl Tile - Tarkett - all standard colors

4. Paint - Sherwin Williams - all colors in egg shell finish

5. Doors - Solid Oak with Oak trim

6. Cabinets - Standard White Melamine

7. Countertops - Wilsonart laminates - standard colors

8. Faucets - Symmons

9. HVAC Units - Carrier

10. Window Blinds - bronze perforated vertical

11. Ceiling Tiles - 2X4 or 2X2 white

12. Ceiling Lights - 2X2 or 2X4 T-8 parabolic fixtures

13. Keys, Cores and Unit Signage must be ordered thru the Flatley Company

EXHIBIT B-3

Construction Plans

See Plans attached hereto.

EXHIBIT C

TERM COMMENCEMENT DATE AGREEMENT

To be attached to and made a part of that certain Lease Agreement dated   by and between Schrafft Center LLC, as Landlord, and IntraLinks, Inc., as Tenant.

Relative to the Premises constituting approximately 19,575 rentable square feet of floor area comprising the Annex Building located in The Schrafft Center, 529 Main Street Charlestown, MA, and more specifically referred to in the above-mentioned Lease, our records indicate the following pertinent information with regard to same:

Occupancy Date:

Term Commencement Date:

Actual Term Dates:

Rent Commencement Date:

If you concur with the above, please acknowledge by signature below, retaining one (1) copy of this Agreement for your files and returning the other to my attention, at your earliest possible convenience.

Should this Term Commencement Date Agreement not be executed and returned to Landlord within thirty (30) days of its receipt by Tenant, said dates as specified herein shall hereby be deemed assented to by the Tenant.

Sincerely yours,

Lease Administration

COMMERCIAL/INDUSTRIAL DIVISIONS

cc:

CERTIFIED MAIL - RETURN RECEIPT REQUESTED

The foregoing is hereby acknowledged and agreed.

TENANT:	IntraLinks, Inc.
WITNESS	By:
	Its:
	Duly Authorized

FIRST AMENDMENT TO LEASE

This Agreement made this 21^st day of December, 2010 by and between Schrafft Center LLC (hereinafter referred to as Landlord) and Intralinks, Inc. (hereinafter referred to as Tenant).

WITNESSETH:

WHEREAS, by a certain Lease Agreement dated July 15, 2008 (the "Lease"), Landlord leased to Tenant a certain premises described as Suite Number 7000, consisting of approximately 19,575 square feet of space, located in the Annex Building of The Schrafft Center, 529 Main Street, Charlestown, MA 02129, more particularly described therein as (the "Premises"), and

WHEREAS, Landlord wishes to lease to Tenant, and Tenant wishes to lease from Landlord, an additional 16,982 square feet of space, located on the second (2^nd) floor of The Schrafft Center, 529 Main Street, Charlestown, MA 02129, as outlined on Exhibit A-1 (reflecting the existing conditions of the premises) attached hereto and made a part hereof (hereinafter referred to as the "Expansion Premises"); and

WHEREAS, Landlord and Tenant desire to amend the Lease to reflect this and certain additional changes which have been agreed to my the parties, and all changes as set forth below shall become effective upon execution of this First Amendment to Lease by both parties.

NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged each to the other, the above named parties do hereby agree to amend said Lease as follows:

1. Effective on the First Amendment to Lease Term Commencement Date, (as hereinafter defined), Article I of the Lease, Section 1.2, namely Basic Data, Premises, is amended, in part, by inserting therein the following:

Expansion Premises:  Suite Number 2200 consisting of approximately 16,982 square feet of space located on the second (2^nd) floor of The Schrafft Center, 529 Main Street, Charlestown, MA 02129.

Tenant's Proportionate share for the Expansion Premises is 2.7855%, which is based on the fraction: Square Footage of Tenant's Expansion Premises: 16,982/Aggregate of All the Rentable Square Footage (whether or not rented or improved within the entire Building): 609,636.

2. Effective on the First Amendment to Lease Term Commencement Date, (as hereinafter defined) Article I of the Lease, Section 1.2, namely Basic Data, Lease Term, is amended, in part, by inserting therein the following:

Expansion Premises Lease Term:  Approximately four (4) years and eleven (11) months (plus the partial calendar month immediately following the First Amendment to Lease Term Commencement Date if the First Amendment to Lease Term Commencement Date does not fall on the first (1^st) day of the month), to be coterminous with the original Lease.

3.  Effective on the First Amendment to Lease Term Commencement Date (as hereinafter defined), Article I of the Lease, Section 1.2, namely Basic Data, Term Commencement Date, is amended, in part, by inserting therein the following:

First Amendment to Lease Term Commencement Date: The date upon which Landlord has Substantially Completed the Landlord's Work and delivered the Premises to Tenant, in accordance with Tenant's Plans to be submitted to Landlord no later than December 17, 2010, currently anticipated to be February 1, 2011, provided this First Amendment to Lease is executed by Tenant no later than December 15, 2010, and further provided that Landlord is in receipt of Tenant's Plans no later than December 15, 2010. In the event Landlord's Work is not complete by June 1, 2011, Tenant shall have the right to terminate with respect to the Expansion Premises only. In the event the First Amendment to Lease is not executed by December 17, 2010 or the plans are not received by Landlord, February 1, 2011, remains the Commencement Date.

4.  Effective on the First Amendment to Lease Term Commencement Date, Article I of the Lease, Section 1.2, namely Basic Data, Base Rent, is amended, in part, by inserting therein the following:

Base Rent for the Expansion Premises:  Commencing on the First Amendment to Lease Term Commencement Date continuing through and including December 31, 2011, at the rate of $390,586.00 per annum ($32,548.83 per month); and

For the period commencing January 1, 2012 continuing through and including December 31, 2012, at the rate of $407,568.00 per annum ($33,964.00 per month); and

For the period commencing January 1, 2013 continuing through and including December 31, 2015, at the rate of $424,550.00 per annum ($35,379.17 per month) and at that rate for any fraction of a month.

Notwithstanding anything contained in this Lease Agreement to the contrary, Landlord shall grant to Tenant a four (4) month rental allowance in the amount of Thirty Two Thousand Five Hundred Forty Eight and 83/100 ($32,548.83) Dollars per month, which shall be applied toward Tenant's account, commencing on the First Amendment to Lease Term Commencement Date so long as the Tenant is not in default of any of the terms and conditions of this Lease

5. Effective on the First Amendment to Lease Term Commencement Date, Article I of the Lease, Section 1.2, namely Basic Data, Rent Commencement Date, is amended, in part, by inserting therein the following:

First Amendment to Lease Rent Commencement Date:  First Amendment to Lease Term Commencement Date.

6. Effective on the First Amendment to Lease Term Commencement Date, Article I, Section 1.2 of the Lease, namely Basic Data, Additional Rent, shall apply to the Expansion Premises.

7. Effective on the First Amendment to Lease Term Commencement Date, Article II of the Lease, Section 2.1, namely Description of Premises and Appurtenant Rights, Location of Premises, is amended, in part, by inserting therein the following:

... and Suite Number 2200 consisting of approximately 16,982 square feet of space (hereinafter referred to as the "Premises") for a total of approximately 36,557 square feet of space (hereinafter collectively referred to as the "Premises") in Landlord's Building (the "Building") located at The Schrafft Center, 529 Main Street, Charlestown, MA 02129 as identified on Exhibit A-l. ...

8. Effective on the First Amendment to Lease Term Commencement Date, Article III of the Lease, namely Term of Lease: Condition of Premises is hereby deleted, and replaced by inserting therein the following:

3.2       CONDITION OF EXPANSION PREMISES

Landlord shall Substantially Complete the Expansion Premises and prepare same for occupancy by Tenant pursuant to Landlord's work, in accordance with Tenant's Plans to be provided to Landlord no later than December 17, 2010, by February 1, 2011. "Substantially Complete” shall mean that Landlord has completed the work set forth in Tenant's Plans to the extent that only minor details of construction (so-called "punch list" items) and minor mechanical adjustments remain to be done in the Expansion Premises. Landlord shall use its best efforts to Substantially Complete the Expansion Premises on or before the First Amendment to Lease Term Commencement Date, provided that no subsequent changes are made to the scope of work and specifications set out in Tenant's Plans. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control, then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. Failure on the part of the Landlord to provide occupancy as herein described shall not constitute a breach or default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by Tenant, either direct or consequential. In the event Tenant is unable to occupy the Expansion Premises on the First Amendment to Lease Term Commencement Date because of Landlord but not Tenant, Landlord shall adjust the Rent, the First Amendment to Lease Term Commencement Date and the First Amendment to Lease Term Expiration Date to reflect the date of Tenant's later occupancy. Landlord shall not adjust the Rent, the First Amendment to Lease Term Commencement Date or the Term Expiration Date in the event such delay of Landlord's work is caused by Tenant.

In the event Tenant agrees to minimize finishes and improvements below the Tenant Improvement Allowance of $407,568.00 and Landlord realizes savings from minimizing, those costs, Tenant will be able to use the balance of the Tenant Improvement Allowance for its additional improvement finishes, moving costs, or wiring and Landlord shall reimburse the Tenant with the difference.

Notwithstanding the foregoing, if Tenant's personnel shall occupy all or any part of the Premises for the conduct of its business prior to the First Amendment to Lease Term Commencement Date as determined pursuant to the preceding paragraph, such date of occupancy shall, for all intents and purposes of this Lease, be the First Amendment to Lease Term Commencement Date.

9. Effective on the First Amendment to Lease Term Commencement Date, Article III of the Lease, Section 3.3.1, namely Term of Lease, Extension Period, all terms and conditions of said Extension Period Section shall apply to the Expansion Premises.

10. Effective on the First Amendment to Lease Term Commencement Date, Article IV of the Lease, Section 4.2, namely Rent, Real Estate Tax, all terms and conditions of said Real Estate Tax Section shall apply to the Expansion Premises, with the exception of:

Real Estate Tax Base:  Real Estate Taxes the Building and Lot for the City of Boston Fiscal Year ending June 30, 2011.

11. Effective on the First Amendment to Lease Term Commencement Date, Article IV of the Lease, Section 4.3, namely Rent, Tenant's Share of Operating Costs, all terms and conditions of said Operating Costs Section shall apply to the Expansion Premises, with the exception of:

Operating Expense Base: The Operating Costs for the Building and Lot for Fiscal Year ending December 31, 2011.

12. With the exception of The Stevens Group, Tenant warrants that there are no claims for broker's commissions or finder's fees in connection with its execution of this First Amendment to Lease or the tenancy hereby created and agrees to indemnify and save Landlord harmless from any liability that may arise from such claim, including reasonable attorney's fees.

13. Except where this First Amendment to Lease specifically changes same, all other terms, conditions and covenants of the original Lease Agreement shall remain the same, where applicable, and are hereby reaffirmed.

14. The submission of this document for examination and negotiation does not constitute an offer, and this document shall become effective and binding only upon the execution thereof by both Landlord and Tenant, regardless of any written or verbal representation of any agent, manager or other employee of Landlord to the contrary. All negotiations, consideration, representations and understandings between Landlord and Tenant are incorporated herein and the Lease and this First Amendment to Lease expressly supersede any proposals or other written documents relating hereto. The Lease and this First Amendment to Lease may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions thereof.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have signed and sealed this instrument on the day and year first above written.

LANDLORD:	Schrafft Center LLC
/s/ Patricia A. Harford	/s/ John J. Roche
WITNESS	By: John J. Roche
	Its: Authorized Signatory
TENANT:	IntraLinks, Inc.
/s/ Gregory Langan	/s/ Anthony Plesner
WITNESS	By: Anthony Plesner
	Its: Authorized Signatory

COMMONWEALTH OF MASSACHUSETTS )

) SS.

COUNTY OF NORFOLK)

On this 21^stday of December, 2010, before me, the undersigned notary public, personally appeared John J. Roche, Authorized Signatory for Schrafft Center LLC, proved to me through satisfactory evidence of identification, which was my personal knowledge of the signatory, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

/s/ Joanne R. Perrotta                                

JOANNE R. PERROTTA

Notary Public

COMMONWEALTH OF MASSACHUSSETTS

My Commission Expires

November 12, 2015

STATE OF New York )

) SS.

COUNTY OF New York )

On this 17^th day of December, 2010, before me, the undersigned notary public, personally appeared Anthony Plesner, as CFO for IntraLinks, Inc., proved to me through satisfactory evidence of identification, which was my personal knowledge of the signatory, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

/s/ Rachel J. Holmes                                   

RACHEL J. HOLMES

Notary Public, State of New York

No. 01-HO6177365

Qualified in New York County

My Commission Expires Nov. 13, 2011

EXHIBIT “A-1”

Expansion Premises

FLATLEY MANAGEMENT COMPANY, LLC

35 Braintree Hill Office Park, Braintree, MA 02184 (781) 848-2000

VIA FEDERAL EXPRESS

May 22, 2013

IntraLinks, Inc.

150 East 42^nd Street, 8^th Floor

New York, NY 10017

Attn: General Counsel

Re:    Lease Agreement dated July 15, 2008, as amended by a First Amendment to Lease dated December 21, 2010, by and between Schrafft Center LLC, as Landlord and IntraLinks, Inc. as Tenant (collectively the "Lease"), for premises consisting of approximately 36,557 square feet of space located at The Schrafft Center, 529 Main Street, Charlestown, MA 02129 (the "Premises").

Gentlemen:

This Letter Agreement shall confirm our mutual understanding relative to the above referenced Premises. In accordance with Tenant's request, it is hereby agreed and understood between the parties that:

Article I, Summary of Basic Lease Provisions, Section 1.2, Basic Data, namely Security Deposit, is amended as follows:

Security Deposit: $150,000.00 cash or irrevocable letter of credit, in form and substance reasonably satisfactory to Landlord, as provided in Section 17.6.

Article XVII, Miscellaneous Provisions, Section 17.6, namely Security Deposit, is modified in part as follows:

(a) Tenant shall deliver to Landlord cash or a clean, unconditional, irrevocable, transferable letter of credit (the "Letter of Credit") ........

(b) Cash or the Letter of Credit shall be delivered immediately to the Landlord. If Tenant fails to deliver to Landlord cash or the Letter of Credit when required, such failure shall constitute an Event of Default under the Lease.

All other terms and conditions of the original Lease shall remain in full force and effect and are hereby reaffirmed.

Letter Agreement

Page Two - May 22, 2013

The foregoing is acknowledged and agreed.

Landlord:	Schrafft Center LLC
/s/ Joanne R. Perrotta	/s/ John J. Roche
Witness	By: John J. Roche
	Its: Authorized Signatory
	Date: July 2, 2013
Tenant:	IntraLinks, Inc.
/s/ Janice DeVito	/s/ Derek Irwin
Witness	By: Derek Irwin
	Its: CFO
	Date: June 28, 2013

EX-10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of April 9, 2012 (the “Effective Date”), by and between IntraLinks Holdings, Inc., a Delaware corporation with its principal place of business at New York, New York (hereinafter referred to as the “Company”), and Rainer Gawlick, residing at XXXXXXXXXXXXX (hereinafter referred to as “Executive”).

WHEREAS, the Company desires to employ Executive as Chief Marketing Officer, subject to the terms and conditions of this agreement (this “Agreement”).

NOW, THEREFORE, in consideration of the promises and covenants herein, the parties agree as follows:

1. Employment

Executive accepts employment with the Company on the Effective Date in accordance with the terms and conditions of this Agreement. Executive is and will be an employee at will, which means that either Executive or the Company may terminate the employment relationship at any time, with or without “Cause”, as defined below, or notice, subject to the provisions of Sections 4 and 5 of this Agreement.

2. Duties

2.1 Executive shall, during the term of his employment with the Company, perform the duties of Chief Marketing Officer and shall perform such other duties as shall be specified and designated from time to time by the Chief Executive Officer (the “CEO”) or his successor or designee. Executive shall devote his full business time and effort to the performance of his duties hereunder. Executive shall report to the CEO or such other senior officer of the Company (without resulting in substantial diminution of Executive’s duties) as the CEO or the Company’s board of directors (the “Board of Directors”) shall designate from time to time. Notwithstanding the foregoing, Executive may (a) serve on the board of Proto Labs, Inc. so long as such service does not materially interfere with Executive’s performance of his duties to the Company as provided in this Agreement, and (b) engage in or serve such civic, community, charitable, educational, religious or non-profit organizations and boards as he may select so long as such service does not materially interfere with Executive’s performance of his duties to the Company as provided in this Agreement.

2.2 Executive’s employment hereunder shall be subject to the rules and regulations of the Company involving the general conduct of business of the Company in force from time to time and applicable to senior executives of the Company.

2.3 The parties hereto understand and acknowledge that the Company’s headquarters are located in New York, NY. Notwithstanding the foregoing, the Company agrees that Executive’s principal work location shall be at the Company’s offices located in Charlestown, MA (the “Executive’s Office Location”); providedthat, the Executive may be required to travel to other locations in the ordinary course of business or as directed by the Board of Directors.

3. Compensation

3.1 Salary. The Company shall pay Executive an annualized salary of $265,000.00 (the “Annual Salary”), in accordance with the customary payroll practices of the Company applicable to senior executives. Executive’s performance and Annual Salary shall be reviewed annually in accordance with the Company’s policy and his Annual Salary may be adjusted upward (but not downward) in the sole discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”).

3.2 Bonus. Executive shall be eligible to receive an annual bonus (with a target “at plan” amount equal to 50% of the amount of Annual Salary actually paid or accrued during the calendar year) (the “Target Bonus”), the criteria for, exact amount and award of said Target Bonus to be determined in the discretion of the Compensation Committee; provided that, the Company may award a bonus less than or in excess of the Target Bonus depending on the levels at which bonus plan targets are achieved. Bonuses payable to Executive pursuant to this Section 3.2 shall be paid to Executive at the same time such bonuses are paid to the most senior executive officers of the Company, but in no event later than March 15th of the calendar year immediately following the calendar year in which it was earned. Except as set forth in Sections 4 and 5.3 hereof, Executive shall be eligible to receive any such bonus if Executive is actively employed by the Company on the date bonuses, if any, are paid and Executive has not given notice of resignation or been given notice of termination by the Company for “Cause,” as defined in this Agreement, on or prior to that date.

3.3 Equity Grant. Subject to approval by the Compensation Committee and shareholders, you will be granted an option to purchase shares of the Company’s common stock with a Black Scholes total value of $590,000 as of the grant date, as calculated by the independent advisor to the Compensation Committee of the Board of Directors. The exercise price per share of the Option will be equal to the closing trading price of the Common Stock on the New York Stock Exchange on the date that the option is granted. The next meeting of shareholders is currently planned for July 2012. Such option will be subject to the terms and conditions applicable to options granted under the Company’s 2010 Equity Incentive Plan, as amended from time to time (the “Plan”), and the applicable award agreement.

3.4    Benefits. Executive shall be eligible to participate in the Company’s employee benefits plans, subject to the terms and conditions of the applicable plan documents, and subject to the Company’s right to amend, terminate, increase costs and/or take other similar action with respect to any or all of its benefit plans, as with all other plans and programs of the Company.

3.5 Expenses. The Company shall pay or reimburse Executive for all reasonable out-of-pocket expenses actually incurred by Executive in the performance of Executive’s services under this Agreement, in accordance with the Company’s expense reimbursement policies in effect from time to time (including timely submission of proof of such expenses (including, in the case of reimbursements, proof of payment) in such form as the Company may require). If an expense reimbursement is not exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the following rules apply: (i) in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of reimbursable expenses incurred in one tax year shall not affect the expenses eligible for reimbursement in any other tax year; and (iii) the right to reimbursement for expenses is not subject to liquidation or exchange for any other benefit.

3.6 Vacation. Executive shall be entitled to 24 vacation and five sick days per full calendar year of his employment.

3.7 Delivery of Compensation. In the event of Executive’s death, any accrued but unpaid payments by the Company hereunder shall be made to the executors or administrators of Executive’s estate against the delivery of such tax waivers, proper letters testamentary and other documents as the Company may reasonably request.

4. Termination upon Death or Disability

This Agreement and the Executive’s employment shall terminate upon Executive’s death. If Executive becomes disabled, the Company may terminate this Agreement and Executive’s employment by written notice to Executive. For purposes hereof, “disability” shall be defined to mean Executive’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities under this Agreement for a period of ninety (90) consecutive days from the date of such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. Upon death or termination of employment by virtue of disability, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (ii) earned, accrued and vested benefits and paid time off, subject to the terms of the plans applicable thereto; (iii) pro-rated bonus determined in accordance with the provisions of Section 5.3(c); and (iv) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. The pro- rated bonus shall be paid to Executive (or Executive’s estate or beneficiaries in the case of the death of the Executive) at such time when the Company pays bonuses to its senior executives. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder.

5. Other Terminations of Employment

5.1 Termination for Cause. The Company may terminate this Agreement and Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (i) conduct by Executive constituting a material act of misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by Executive of any felony involving deceit, dishonesty or fraud, or any conduct by Executive that would reasonably be expected to result in material economic injury or reputational

harm to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) willful and continued non-performance by Executive of his duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity or disability); (iv) a breach by Executive of any of the provisions contained in Section 7 of this Agreement; (v) a material violation by Executive of the Company’s material written employment policies, where such violations results in material harm to the Company; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Board of Directors to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; providedthat, with respect to subsections (iii) and (v) above, Cause will only be deemed to occur after written notice to Executive describing in reasonably specific detail the events/actions giving rise to the Cause determination, and the failure by Executive to cure such events/actions giving rise to the Cause determination within thirty (30) days following such written notice. Notwithstanding any other provision of this Agreement, if the Company terminates Executive’s employment in accordance with the terms of this Section 5.1 for Cause, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (w) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (x) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and regulations); and (y) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder.

5.2    Termination by Executive. Notwithstanding any other provision of this Agreement, if Executive terminates this Agreement and his employment under this Section 5.2, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary earned and accrued under this Agreement prior to the effective date of termination; (ii) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto (and any applicable laws and/or regulations); and (iii) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. This Agreement shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder. Executive shall endeavor to provide thirty (30) days’ prior written notice to the Company if he terminates his employment under this Section 5.2.

5.3 Termination by the Company Without Cause. The Company may terminate this Agreement and Executive’s employment at any time for any reason. If this Agreement and Executive’s employment with the Company is terminated pursuant to this Section 5.3 for reasons other than Cause, Executive’s death or disability, Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than:

(a) Annual Salary earned and accrued under this Agreement prior to the effective date of termination and any

earned but unpaid bonus;

(b)    an additional six (6) months of Annual Salary at the rate in effect at termination payable in the form of salary continuation, subject to applicable withholding taxes; and

(c) an amount equal to the bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, with such amount to be determined at the end of the calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365:

(d) payment of the premiums for Executive’s group health insurance coverage pursuant to COBRA, if eligible and elected, for a period of six (6) months, or until such sooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer;

(e) accelerated vesting of Executive’s equity awards with service vesting through the next six (6) months;

(f) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and

(g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. The amounts due under Sections 5.3(b) and (c) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “ReleaseAgreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s employment becomes effective. The Annual Salary due under this Section 5.3(b) (the “Severance”) shall commence to be paid to Executive on the first Company payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that: (x) if the 60-day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance shall be paid in the second calendar year; and (y) in all events, subject to the effectiveness of the Release Agreement, the Severance shall be paid prior to March 15 of the year following the year in which the termination of Executive’s employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company pays bonuses to its senior executives, but in no event earlier than the date provided in the preceding sentence. The Company shall pay the premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company’s group health insurer on behalf of its remaining employees.

5.4 Change in Control.

(a) Executive shall be fully eligible to participate and receive benefits and payments under the terms of the Company’s Senior Executive Severance Plan (the “Severance Plan”); provided that, to the extent the Company modifies the Severance Plan or adopts a similar plan or policy that provider greater severance benefits and/or payments to the Company’s senior executives, Executive shall be fully entitled to participate in such modified Severance Plan or newly adopted plan or policy.

(b) In addition, the applicable award agreements for any grant of equity pursuant to Section 3.3 of this Agreement shall provide that upon a Sale Event (as defined in the Plan), Executive shall receive 100% accelerated vesting of any unvested shares under the grant made pursuant to Section 3.3 of this Agreement, with such vesting to occur immediately prior to the closing of the Sale Event.

5.5 Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:

(i) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (A) the Excise Tax and (B) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be reduced in the following order: (A) cash payments not subject to Section 409A of the Code; (B) cash payments subject to Section 409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

(ii) Except in the circumstances set forth in (i), Executive shall be entitled to receive his full Severance Payments.

(b) For the purposes of this Section 5.5, “Threshold Amount” shall mean three times Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by Executive with respect to such excise tax.

(c)    The determination as to which of the alternative provisions of Section 5.5(a) shall apply to Executive shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or Executive. For purposes

of determining which of the alternative provisions of Section 5.5(a) shall apply, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

6. Covenants of Executive.

6.1 Non-Competition; Non-Solicitation. As a material inducement to the Company to enter into this Agreement, Executive hereby expressly agrees to be bound by the following covenants, terms and conditions. Executive hereby agrees that he will have access to trade secrets, proprietary and confidential information relating to the Company and its affiliates and their respective clients, including but not limited to, marketing data, financial information, client and prospect lists (including without limitation, computer- and web-based compilations (including but not limited to salesforce.com or other CRM system data) maintained by the Company or its affiliates or Executive), and details of programs and methods, potential and actual acquisitions, divestitures and joint ventures, pricing policies, strategies, terms of service, business and product plans, cost information and software, in each case of the Company, its affiliates and/or their respective clients. Accordingly, Executive voluntarily enters into the following covenants to provide the Company with reasonable protection of those

interests:

(a) Executive agrees that during the term of his employment with the Company and for a period of one year thereafter, Executive shall not, alone or as an employee, officer, director, agent, shareholder (other than an owner of 2% or less of the outstanding shares of any publicly-traded company), consultant, partner, member, owner or in any other capacity, directly or indirectly:

(i) engage in any Competitive Activity (as defined below) within or with respect to any location in the United States or abroad in which Executive performed or directed his services (including but not limited to sales and customer support calls, whether conducted in person, by telephone or online) at any time during the 12-month period immediately preceding the termination of Executive’s employment for any reason (the “Territories”), or assist any other person or organization in engaging in, or preparing to engage in, any Competitive Activity in such Territories;

(ii) solicit or provide services to any Clients, as defined below, of the Company and/or any of its affiliates, on his own behalf or on behalf of any third party, in furtherance of any Competitive Activity. For purposes of this Section 6, “Client” shall mean any then-current customer of the Company, former customer of the Company (who was a customer of the Company within the 12-month period immediately preceding the termination of Executive’s employment hereunder);

(iii) encourage, participate in or solicit any employee or consultant of the Company and/or any affiliate to engage in Competitive Activity or to accept employment with any third party, whether or not engaged in Competitive Activity. This subsection (iii) shall be limited to employees and consultants who: (A) are current employees or consultants; or (B) left the employment of the Company or whose provision of services to the Company terminated within the 12-month period prior to Executive’s termination of employment with the Company for any reason; and

(iv) for purposes of this Agreement, “Competitive Activity” shall mean any offering, sale, licensing or provision by any entity of any software, application service or system, in direct competition with the Company’s offerings and including electronic or digital document repositories for inter-enterprise exchanges designed to facilitate transactional due diligence, mergers, acquisitions, divestitures, financings, investments, investor relations, research and development, clinical trials or other business processes for which the Company’s products or services are or have been used during the 12-month period preceding termination of Executive’s employment for any reason.

(b) Executive agrees that the foregoing restrictions are reasonable and justified in light of: (i) the nature of the Company’s business and customers; (ii) the confidential and proprietary information to which Executive has had and will have exposure and access during the course of his employment with the Company; and (iii) the need for the adequate protection of the business and the goodwill of the Company. In the event any restriction in this Section 6 is deemed to be invalid or unenforceable by any court of competent jurisdiction, Executive agrees to the reduction of said restriction to such period or scope that such court deems reasonable and enforceable.

(c) Executive acknowledges and agrees that any breach of this Section 6 shall cause the Company immediate, substantial and irreparable harm and therefore, in the event of any such breach, Executive agrees that, without prejudice to any other

remedies which may be available to the Company, and the Company shall have the right to seek specific performance and injunctive relief, without the need to post a bond or other security.

(d) Without in any way limiting the provisions of this Section 6, Executive further acknowledges and agrees that the provisions of this Section 6 shall remain applicable in accordance with their terms after the date of termination of Executive’s employment, regardless of whether Executive’s termination or cessation of employment is voluntary or involuntary.

6.2 Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2 by Executive.

6.3 Rights and Remedies upon Breach. Executive acknowledges and agrees that his breach of any provision of this Section 6 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages do not provide an adequate remedy. Therefore, if Executive breaches or threatens to commit a breach of any Restrictive Covenant, the Company shall have the following rights and remedies (in accordance with applicable law and upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights an remedies shall be independent of the other and severally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity (including, without limitation, the recovery of damages):

(a) to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having jurisdiction, including, without limitation, the right to seek an entry against Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants;

(b)    to require Executive to forfeit his right to receive the balance of any compensation due him which is not yet earned and accrued under this Agreement (whether it be in the form of Annual Salary, expenses or paid time off); and

In addition, without limiting the Company’s remedies for any breach by Executive of the Restrictive Covenants, except as required by law, if (i) the Company files a civil action against Executive based on his alleged breach of the Restrictive Covenants, and (ii) the Company obtains preliminary injunctive relief enjoining the Executive from breaching any of the Restrictive Covenants, or a court of competent jurisdiction issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has breached any of the Restrictive Covenants, then the Executive shall promptly repay to the Company any such payments he previously received pursuant to Sections 5.3(b) and (c) above and the Company will have no obligation to pay any of the amounts that remain payable by the Company under Sections 5.3(b) and (c). If, however, a court of competent jurisdiction either denies the Company’s motion, request or application for preliminary injunctive relief or issues a final judgment (not subject to appeal, which shall include any order or judgment that finally disposes of the action) that the Executive has not breached any of the Restrictive Covenants, then Executive shall not be obligated to repay, and the Company shall not be entitled to recoup, any of the payments made to the

Executive pursuant to Sections 5.3(b) and (c).

6.4 Definition of the Company. For this Section 6, the “Company” shall include all of the Company’s parents, subsidiaries, and affiliates and their respective successors and assigns, and “affiliate” shall mean any entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Company. As used in this Section 6.4, “control” shall mean the possession, directly or indirectly, of the powers to direct or cause the direction of the management and policies of such entity, whether though the ownership of voting securities, by contract or otherwise.

7. Section 409A of the Code.

(a) The Severance payable to Executive under Sections 5.3 of this Agreement are intended to be exempt from the coverage of Section 409A of the Code because the payments are made to Executive within the time periods set forth in Treas. Reg. §1.409A-1(a)(4) and each installment payment is intended to be a separate payment for purposes of Treas. Reg. §1.409A-2(b)(2)(iii). To the extent that any payment or benefit due to Executive under this Agreement provides for the payment of non-qualified deferred compensation benefits in connection with a termination of the Executive’s employment (regardless of the reason for such termination), however, such termination of the Executive’s employment triggering payment of benefits under the terms of this Agreement must also constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before the Company shall make payment of such benefits. To the extent that termination of the Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by him to the Company or any of its affiliates or successors at the time his employment terminates), any benefits payable under this Agreement that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 7(a) shall not cause any forfeiture of benefits on the Executive’s part, but shall only act as a delay in payment of such benefits until such time as a separation from service occurs.

(b)    Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, Executive is also a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive’s separation from service would be considered deferred compensation subject to Section 409A of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after Executive’s separation from service, or (B) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(c) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in- kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(d)    The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e) The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

8. Other Provisions

8.1 Severability. Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement; and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined by a court of competent jurisdiction that any provision of this Agreement, including, without limitation, any Restrictive Covenant, or any part thereof, is invalid or unenforceable, the remainder of the Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid provisions. The parties hereto will substitute for the invalid or unenforceable provision a new, mutually acceptable, valid and enforceable provision of like economic effect.

8.2 Blue Penciling. If any court determines that any covenant in this Agreement, including, without limitation, any Restrictive Covenant or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3    Indemnification. Executive shall be entitled to indemnification as provided in the Company’s certificate of incorporation and bylaws, to the fullest extent permitted under Delaware law. In addition, the Company and Executive will execute the Company’s standard indemnification agreement for senior executive and/or directors.

8.4 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered in person, by facsimile or electronic mail or by certified or registered mail, postage prepaid. Any such notice given by certified or registered mail shall be deemed given five days after the date of deposit in the United States mails as follows:

(i) If to the Company:

150 East 42^nd Street, 8^th Floor

New York, NY 10017

(ii)    If to Executive, to:

Rainer Gawlick

XXXXXXXXX

XXXXXXXXX

Any such person may by notice given in accordance with this Section to the other party designate another address or person for receipt by such person of notices hereunder.

8.5 Entire Agreement. This Agreement, along with exhibit attached hereto and the award agreements referenced in Section 3.3 above, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or between the parties hereto or their affiliates which may have related to the subject matter hereof in any way.

8.6    Waivers and Amendments. This Agreement may be amended, superseded or canceled, and the terms hereof may be waived, only by a written instrument singed by the parties or, in the case of a waiver, by the party waiving compliance. No delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise as any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

8.8 Venue. The parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Boston, Massachusetts, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum,

that the venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such courts.

8.9 Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive without the prior written consent of the Company; any purported assignment by Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company shall assign this Agreement and its rights and obligations hereunder.

8.10    Withholding. The Company shall be entitled to withhold from any payments or deemed payments any amount of withholding required by applicable law.

8.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.12 Survival. Anything in this Agreement to the contrary notwithstanding, to the extent applicable, Sections 1, 6 and 8 shall survive the termination of this Agreement for any reason.

8.13    Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8.14 Signing Payment. Executive is eligible to receive a $35,000.00 signing payment at the time of the regular payroll following the six month anniversary of Executive’s start date. In the event Executive leaves the Company before the 12 month anniversary of his start date, Executive agrees to repay this amount to the Company.

8.15 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.16    Third-Party Agreements and Rights. Executive represents to the Company that Executive’s execution of this Agreement, Executive’s employment with the Company and the performance of Executive’s proposed duties for the Company will not violate any obligations Executive may have to any previous employer or any other party. In Executive’s work for the Company, Executive will not disclose or make use of any information in violation of any agreements with or rights of any previous employer or other party, and Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any previous employment or other party.

8.17 Clawback. The bonus payments and equity grants made to Executive under this Agreement shall be subject to and shall be deemed amended hereby to ensure compliance with a policy adopted by the Company in response to any statutory or regulatory mandate requiring the repayment of compensation paid to Executive, provided, however, that unless specifically required by such statute or regulation, such policy shall not be deemed to amend this Agreement to require diminution, reduction or repayment of any compensation paid, awarded or promised to Executive under this Agreement prior to the effective date of such statute, regulation, mandate or order, including without limitation any bonus payment or equity award.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

RAINER GAWLICK	INTRALINKS HOLDINGS, INC.
By: /s/ Rainer Gawlick	By: /s/ Ronald W. Hovsepian Name: Ronald W. Hovsepian Title: President and Chief Executive Officer
Date: August 29, 2012	Date: August 30, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Ronald W. Hovsepian, certify that:

1 I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2013 of Intralinks Holdings, Inc. (the “Registrant”);

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4 The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5 The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 8, 2013	/s/ RONALD W. HOVSEPIAN
	Ronald W. Hovsepian President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Derek Irwin, certify that:

1 I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2013 of Intralinks Holdings, Inc. (the “Registrant”);

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4 The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5 The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 8, 2013	/s/ DEREK IRWIN
	Derek Irwin Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intralinks Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald W. Hovsepian, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2013	/s/ RONALD W. HOVSEPIAN
	Ronald W. Hovsepian President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Intralinks Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Derek Irwin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

Date: November 8, 2013	/s/ DEREK IRWIN
	Derek Irwin Chief Financial Officer

XML

Net (Loss) Income Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Net (Loss) Income per Share

Net Loss per Share

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share of Common Stock:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Denominator:
Basic shares:
Weighted-average common shares outstanding	55,191,868			54,391,089			55,042,305			54,291,683
Diluted shares:
Weighted-average shares used to compute basic net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Effect of potentially dilutive securities:
Options to purchase Common Stock	—			—			—			—
Unvested shares of RSAs	—			—			—			—
Unvested shares of RSUs	—			—			—			—
Weighted-average shares used to compute diluted net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Net loss per share:
Basic	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)
Diluted	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)

The following outstanding options to purchase Common Stock, unvested shares under restricted stock awards and unvested shares issuable upon settlement of restricted stock units were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Options to purchase Common Stock	5,251,770	5,869,080	5,251,770	5,869,080
Unvested shares of RSAs	577,449	673,381	577,449	673,381
Unvested shares issuable upon settlement of RSUs	1,240,548	460,846	1,240,548	460,846

XML

Consolidated Statements of Operations (unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Revenue	$ 59,116,000	$ 54,753,000	$ 171,879,000	$ 159,303,000
Cost of revenue	15,919,000	15,209,000	47,709,000	46,935,000
Gross profit	43,197,000	39,544,000	124,170,000	112,368,000
Operating Expenses:
Product development	4,878,000	5,359,000	14,236,000	15,073,000
Sales and marketing	27,122,000	23,526,000	79,310,000	70,659,000
General and administrative	13,844,000	12,453,000	41,701,000	38,812,000
Impairment of capitalized software	0	0	0	8,377,000
Total operating expenses	45,844,000	41,338,000	135,247,000	132,921,000
Loss from operations	(2,647,000)	(1,794,000)	(11,077,000)	(20,553,000)
Interest Expense	1,242,000	1,171,000	3,516,000	5,245,000
Amortization of debt issuance cost	71,000	177,000	287,000	591,000
Other (income) expense, net	(662,000)	(689,000)	306,000	(1,478,000)
Net loss before income tax	(3,298,000)	(2,453,000)	(15,186,000)	(24,911,000)
Income tax benefit	(782,000)	(1,194,000)	(3,757,000)	(9,039,000)
Net loss	$ (2,516,000)	$ (1,259,000)	$ (11,429,000)	$ (15,872,000)
Net loss per common share
Basic (in dollars per share)	$ (0.05)	$ (0.02)	$ (0.21)	$ (0.29)
Diluted (in dollars per share)	$ (0.05)	$ (0.02)	$ (0.21)	$ (0.29)
Weighted average number of shares used in calculating net loss per share
Basic (in shares)	55,191,868	54,391,089	55,042,305	54,291,683
Diluted (in shares)	55,191,868	54,391,089	55,042,305	54,291,683

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Goodwill and Other Intangibles

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Goodwill

At September 30, 2013, the Company had recorded $215,869 of goodwill. Goodwill is assessed for impairment annually (as of October 1) or more frequently if events or changes in circumstances indicate that this asset may be impaired. The Company’s operations consist of one reporting unit, which is evaluated during each goodwill impairment assessment.

The Company's most recently completed qualitative impairment assessment is as of October 1, 2012. Among the factors included in this qualitative assessment were general economic conditions and the competitive environment, actual and expected financial performance, including consideration of the Company's revenue growth and operating results year-over-year, forward-looking business measurements, external market conditions, the Company's stock price performance compared to overall market and industry peers, market capitalization and other relevant entity-specific events.

The Company is in the process of preparing its annual goodwill impairment assessment as of October 1, 2013 and will disclose the results of this assessment in its Annual Report on Form 10-K for the fiscal year ending December 31, 2013. There have been no triggering events since the most recently completed assessment as of October 1, 2012 to indicate that the Company could be at risk of recording a goodwill impairment.

As of September 30, 2013, Other intangibles consisted of the following:

	Definite – Lived Intangible Assets
	Developed Technology			Customer Relationships			Trade Name			Non-Compete Agreement			Total
Net book value at December 31, 2012	$	35,494		$	63,327		$	7,868		$	61		$	106,750
Acquisition made during 2013	188			93			11			250			542
Amortization	(6,151		)	(10,646		)	(924		)	(57		)	(17,778		)
Net book value at September 30, 2013	$	29,531		$	52,774		$	6,955		$	254		$	89,514

The Company has not identified impairment for any of the definite-lived intangible assets through September 30, 2013.

Amortization of intangible assets is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	2,082	$	1,986	$	6,151	$	8,383
Sales and marketing	3,550		3,544		10,646		10,631
General and administrative	335		304		981		914
Total	$	5,967	$	5,834	$	17,778	$	19,928

At September 30, 2013, amortization of intangible assets for each of the next five years and thereafter is estimated to be as follows:

2013 remaining	$	5,868
2014	23,470
2015	23,470
2016	23,387
2017	11,386
2018	1,249
Thereafter	684
Total	$	89,514

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Capitalized Software (Tables)

9 Months Ended

Sep. 30, 2013

Research and Development [Abstract]

Capitalized Software

Capitalized software consisted of the following:

	September 30, 2013			December 31, 2012
Capitalized software	$	91,291		$	83,432
Less: Impairment on capitalized software	—			(8,715		)
Less: Accumulated amortization	(59,733		)	(48,422		)
Capitalized software, net	$	31,558		$	26,295

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Related Party Transactions

9 Months Ended

Sep. 30, 2013

Related Party Transaction, Due from (to) Related Party [Abstract]

Related Party Transactions

Related Party Transactions

Affiliates of one of the Company's largest shareholders, TA Associates, L.P. (which is now part of TA Associates Management, L.P.), are also customers of the Company. These affiliates made payments to the Company in connection with their purchase of its services using the Intralinks platform. Revenue generated from TA Associates, L.P. and its affiliates for the three and nine months ended September 30, 2013 totaled approximately $60 and $175, respectively. Revenue generated from TA Associates, L.P. and its affiliates for the three and nine months ended September 30, 2012 totaled approximately $49 and $146, respectively. At September 30, 2013, amounts due from TA Associates, L.P. and its affiliates totaled approximately $5. There were no amounts due from TA Associates, L.P. at December 31, 2012.

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Debt (Details) (USD $)	0 Months Ended			9 Months Ended					0 Months Ended		1 Months Ended
	Apr. 06, 2012	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 First Lien Credit Facility [Member]	Jun. 15, 2013 First Lien Credit Facility [Member]	Dec. 31, 2012 First Lien Credit Facility [Member]	Sep. 30, 2012 First Lien Credit Facility [Member]	Apr. 06, 2012 First Lien Credit Facility [Member]	Apr. 06, 2012 First Lien Credit Facility [Member] Maximum [Member]	Apr. 06, 2012 First Lien Credit Facility [Member] Before Repayment Of Debt [Member]	Jun. 30, 2012 First Lien Credit Facility [Member] After Repayment of Debt [Member]	Sep. 30, 2013 Other Financing Arrangements [Member]	Dec. 31, 2012 Other Financing Arrangements [Member]	Jun. 15, 2013 Collateralized Facility [Member]	May 31, 2013 Standby Letters of Credit [Member]
Long-term Debt, by Current and Noncurrent [Abstract]
First Lien Agreement (First Lien Credit Facility)				$ 75,103,000		$ 75,719,000
Other financing arrangements		378,000	549,000
Less: current portion		(75,328,000)	(1,030,000)	(75,103,000)		(821,000)						(225,000)	(209,000)
Total long-term debt		153,000	75,238,000
Long-term Debt, Other Disclosures [Abstract]
Fair value of long-term debt		75,385,000	76,647,000
Principal amount				135,000,000
Interest rate minimum on remaining balance of revolving line of credit percentage (percent)				1.50%
Interest rate spread percentage (percent)				4.50%
Interest rate percentage at end of period (percent)				6.00%			5.75%
Capital expenditures	21,000,000								35,000,000
Debt Intstrument, Prepaid Amount								15,000,000.000
Quarterly principal debt payment										246,000	205,000
Line of credit maximum					15,000,000.000									2,464,000
Standby letter of credit requirement terminated															$ 800,000.000

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Employee Stock Plans (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Total stock-based compensation expense related to all of the Company’s stock awards is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	194	$	121	$	511	$	321
Product development	342		368		973		1,041
Sales and marketing	359		225		981		825
General and administrative	1,202		1,081		3,760		2,644
Total	$	2,097	$	1,795	$	6,225	$	4,831

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Debt (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consisted of the following:

	September 30, 2013			December 31, 2012
First Lien Credit Agreement ("First Lien Credit Facility")	$	75,103		$	75,719
Other financing arrangements	378			549
Less: current portion (First Lien Credit Facility)	(75,103		)	(821		)
Less: current portion (Other financing arrangements)	(225		)	(209		)
Total long-term debt	$	153		$	75,238

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Fixed Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013 country	Sep. 30, 2012	Sep. 30, 2013 country	Sep. 30, 2012	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Total fixed assets	$ 38,544		$ 38,544		$ 33,067
Less: Accumulated depreciation and amortization	(26,251)		(26,251)		(22,422)
Fixed assets, net	12,293		12,293		10,645
Number of countries outside the US that own greater than 10% of fixed assets	0		0
Depreciation expense	1,269	1,384	3,829	3,657
Computer and office equipment and software [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets	30,006		30,006		26,710
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets	2,180		2,180		2,036
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total fixed assets	$ 6,358		$ 6,358		$ 4,321

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Employee Stock Plans (Disclosure) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,097,000	$ 1,795,000	$ 6,225,000	$ 4,831,000
Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value	0	0	0	0
Unrecognized compensation expense	$ 0	$ 0	$ 0	$ 0

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Goodwill and Other Intangibles (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Finite-lived Intangible Assets [Roll Forward]
Net book value at beginning of period	$ 106,750
Acquisition made during 2013	542
Amortization	(17,778)
Net book value at end of period	89,514
Developed Technology Rights [Member]
Finite-lived Intangible Assets [Roll Forward]
Net book value at beginning of period	35,494
Acquisition made during 2013	188
Amortization	(6,151)
Net book value at end of period	29,531
Customer Relationships [Member]
Finite-lived Intangible Assets [Roll Forward]
Net book value at beginning of period	63,327
Acquisition made during 2013	93
Amortization	(10,646)
Net book value at end of period	52,774
Trade Names [Member]
Finite-lived Intangible Assets [Roll Forward]
Net book value at beginning of period	7,868
Acquisition made during 2013	11
Amortization	(924)
Net book value at end of period	6,955
Noncompete Agreements [Member]
Finite-lived Intangible Assets [Roll Forward]
Net book value at beginning of period	61
Acquisition made during 2013	250
Amortization	(57)
Net book value at end of period	$ 254

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Related Party Transactions (Details) (Affiliates of TA Associates, Inc. [Member], USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Affiliates of TA Associates, Inc. [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 60,000	$ 49,000	$ 175,000	$ 146,000
Due from Related Parties	5,000		5,000
Accounts Receivable, Related Parties					$ 0

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2013

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2013		December 31, 2012
Sales commissions and bonuses	$	12,549	$	9,838
Professional fees	1,591		2,103
Deferred rent	110		298
Accrued vacation	591		522
Other accrued expenses	6,270		7,559
Total accrued expenses and other current liabilities	$	21,111	$	20,320

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Consolidated Statement of Cash Flows (unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Statement of Cash Flows [Abstract]
Net loss	$ (11,429)	$ (15,872)
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization	15,142	13,502
Stock-based compensation expense	6,225	4,831
Amortization of intangible assets	17,778	19,928
Amortization of deferred costs	1,160	1,335
Provision for bad debts and customer credits	1,058	1,443
Loss on disposal of fixed assets	0	16
Impairment of capitalized software	0	8,377
Change in deferred taxes	(6,298)	(11,537)
Gain on interest rate swap	0	(1,455)
Currency remeasurement (gain) loss	(107)	465
Changes in operating assets and liabilities:
Accounts receivable	(1,186)	330
Prepaid expenses and other current assets	(2,430)	(3,362)
Accounts payable	3,550	(1,612)
Accrued expenses and other liabilities	710	4,307
Deferred revenue	5,960	486
Net cash provided by operating activities	30,133	21,182
Cash flows from investing activities:
Capital expenditures	(5,432)	(6,882)
Restricted cash	(2,443)	0
Payments to Acquire Businesses, Net of Cash Acquired	(600)	0
Capitalized software development costs	(16,575)	(14,676)
Purchase of short-term investments	(36,477)	(31,346)
Maturity of short-term investments	32,596	31,820
Net cash used in investing activities	(28,931)	(21,084)
Cash flows from financing activities:
Proceeds from exercise of stock options and issuance of common stock	1,155	476
Repayments of outstanding financing arrangements	(631)	(300)
Repayments of outstanding principal on long-term debt	(616)	(15,656)
Net cash used in financing activities	(92)	(15,480)
Effect of foreign exchange rate changes on cash and cash equivalents	(265)	(236)
Net increase (decrease) in cash and cash equivalents	845	(15,618)
Cash and cash equivalents at beginning of period	43,798	46,694
Cash and cash equivalents at end of period	$ 44,643	$ 31,076

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Revenue Recognition —The Company derives revenue principally through fixed commitment contracts under which the Company provides customers various services, including access to the cloud-based Intralinks platform, which includes Intralinks exchanges, as well as related customer support and other services. The Company's customers do not have a contractual right, or the ability, to take possession of the Intralinks software at any time during the hosting period, or to contract with an unrelated third party to host the Intralinks software. Therefore, revenue recognition for the Company's services is not accounted for under specific guidance of the Financial Accounting Standards Board ("FASB") on software revenue recognition. The Company recognizes revenue for its services ratably over the related service period, provided that there is persuasive evidence of an arrangement; the service has been provided to the customer; collection is reasonably assured; the amount of fees to be paid by the customer is fixed or determinable; and the Company has no significant remaining obligation at the completion of the contracted term. In circumstances where the Company has a significant remaining obligation after completion of the initial contract term, revenue is recognized ratably over the extended service period. The Company's contracts do not contain general rights of return. Certain of the Company's contracts contain customer acceptance clauses, for which revenue is deferred until acceptance occurs.

From time to time, the Company agrees to sales concessions with its customers for which a reserve is estimated based on historical patterns of actual credits issued. Expenses associated with maintaining this reserve are recorded as a reduction to revenue, which the Company believes represents an accurate reflection of the underlying business activity for each reporting period and is in line with the requirement that all revenue recognized during the period is earned and realizable.

The Company offers services to customers through single-element and multiple-element arrangements, some of which contain offerings for optional services, including document scanning, data archiving and other professional services. In accordance with the FASB's guidance on multiple-deliverable arrangements, the Company has evaluated the deliverables in its arrangements to determine whether they represent separate units of accounting and, specifically, whether the deliverables have value to the Company's customers on a standalone basis. The Company has determined that the services delivered to customers under its existing arrangements generally represent a single unit of accounting. Revenue for optional services is recognized as delivered, or as completed, provided that the general revenue recognition criteria described above are met. The Company continues to evaluate the nature of the services offered to customers under its fixed commitment contracts, as well as its pricing practices, to determine if a change in policy regarding multiple-element arrangements and related disclosures is warranted in future periods.

Additionally, certain contracts contain provisions for set-up and implementation services relating to the customer's use of the Intralinks platform. The Company believes that these set-up and implementation services provide value to the customer over the entire period that the exchange is active, including renewal periods, and therefore the revenue related to these set-up types of services are recognized over the longer of the contract term or the estimated relationship life. The Company will continue to evaluate from time to time the length of the amortization period of the revenue related to set up and implementation fees to determine if a change in estimate is warranted in future periods.

During the nine months ended September 30, 2013, there were no material changes to the Company's significant accounting policies from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Recent Accounting Pronouncements

In June 2013, the FASB ratified accounting guidance proposed by the Emerging Issues Task Force that requires entities to present an unrecognized tax benefit net with certain deferred tax assets when specific requirements are met. The amendments in this updated guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is currently evaluating the effect this guidance will have on its consolidated balance sheet.

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Fixed Assets

9 Months Ended

Sep. 30, 2013

Property Plant and Equipment Income Statement Disclosures [Abstract]

Fixed Assets

Fixed Assets

Fixed assets consisted of the following:

	September 30, 2013			December 31, 2012
Computer and office equipment and software	$	30,006		$	26,710
Furniture and fixtures	2,180			2,036
Leasehold improvements	6,358			4,321
Total fixed assets	38,544			33,067
Less: Accumulated depreciation and amortization	(26,251		)	(22,422		)
Fixed assets, net	$	12,293		$	10,645

No country outside of the United States holds greater than 10% of the Company’s total fixed assets. Depreciation expense relating to fixed assets for the three months ended September 30, 2013 and 2012 was $1,269 and $1,384, respectively, and was $3,829 and $3,657 for the nine months ended September 30, 2013 and 2012, respectively.

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Investments and Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Disclosure Text Block [Abstract]

Investments and Fair Value Measurements

Investments and Fair Value Measurements

The Company has classified its short-term investments in commercial paper and corporate bonds as held-to-maturity and, as such, has recorded them at amortized cost. Interest earned on these debt securities is included in "Other (income) expense, net" within the Consolidated Statements of Operations. The gross unrecognized holding gains and losses on these assets for the three and nine months ended September 30, 2013 were not material.

The following tables summarize these short-term investments as of September 30, 2013 and December 31, 2012:

			September 30, 2013
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Commercial Paper	192 Days	Investments (short-term)	$	2,398
Corporate Notes	37 to 318 Days	Investments (short-term)	32,323
Total			$	34,721
			December 31, 2012
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Corporate Bonds	44 to 72 Days	Cash and cash equivalents	$	2,509
Commercial Paper	363 Days	Investments (short-term)	2,493
Corporate Notes	152 to 365 Days	Investments (short-term)	29,056
Total			$	34,058

The fair value framework under the FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows:

• Level 1:  Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities;

• Level 2:  Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

• Level 3:  Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.

During the nine months ended September 30, 2013, there were no transfers in or out of the Company’s Level 1, Level 2 or Level 3 assets or liabilities.

The following tables summarize those of the Company's assets that were measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

			September 30, 2013
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,124	5,124	—	—

			December 31, 2012
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,642	5,642	—	—

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Employee Stock Plans (Disclosure CEO Stock Awards) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,097	$ 1,795	$ 6,225	$ 4,831

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Net (Loss) Income Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share of Common Stock:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Net loss	$	(2,516	)	$	(1,259	)	$	(11,429	)	$	(15,872	)
Denominator:
Basic shares:
Weighted-average common shares outstanding	55,191,868			54,391,089			55,042,305			54,291,683
Diluted shares:
Weighted-average shares used to compute basic net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Effect of potentially dilutive securities:
Options to purchase Common Stock	—			—			—			—
Unvested shares of RSAs	—			—			—			—
Unvested shares of RSUs	—			—			—			—
Weighted-average shares used to compute diluted net loss per share	55,191,868			54,391,089			55,042,305			54,291,683
Net loss per share:
Basic	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)
Diluted	$	(0.05	)	$	(0.02	)	$	(0.21	)	$	(0.29	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following outstanding options to purchase Common Stock, unvested shares under restricted stock awards and unvested shares issuable upon settlement of restricted stock units were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2013	2012	2013	2012
Options to purchase Common Stock	5,251,770	5,869,080	5,251,770	5,869,080
Unvested shares of RSAs	577,449	673,381	577,449	673,381
Unvested shares issuable upon settlement of RSUs	1,240,548	460,846	1,240,548	460,846

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Goodwill and Other Intangibles (Allocation of Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Other intangible assets [Line Items]
Goodwill	$ 215,869		$ 215,869		$ 215,478
Amortization of intangible assets	5,967	5,834	17,778	19,928
Cost of revenue [Member]
Other intangible assets [Line Items]
Amortization of intangible assets	2,082	1,986	6,151	8,383
Selling and marketing [Member]
Other intangible assets [Line Items]
Amortization of intangible assets	3,550	3,544	10,646	10,631
General and administrative [Member]
Other intangible assets [Line Items]
Amortization of intangible assets	$ 335	$ 304	$ 981	$ 914

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Income Tax (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Jun. 30, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Effective tax rate	23.70%	48.70%	24.70%	36.30%
Income tax examination, foreign losses disallowed					$ 58,300,000
Unrecognized tax benefits	3,847,000		3,847,000			3,335,000
Tax reserves for uncertain tax positions	4,005,000		4,005,000
Interest and penalties	$ 158,000		$ 158,000

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
ASSETS
Allowance for Doubtful Accounts Receivable	$ 3,370	$ 2,927
Statement [Line Items]
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Authorized shares, common (shares)	300,000,000	300,000,000
Issued shares, common (shares)	55,933,403	55,486,651
Outstanding shares, common (shares)	55,933,403	55,486,651
Series A Redeemable Convertible Preferred Stock [Member]
Statement [Line Items]
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Authorized shares, preferred (shares)	10,000,000	10,000,000
Issued shares, preferred (shares)	0	0
Outstanding shares, preferred (shares)	0	0

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Income Tax

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Income Tax

Income Tax

The Company's effective tax rates for the three and nine month periods ended September 30, 2013 were 23.7% and 24.7%, respectively. These effective tax rates differ from the U.S. Federal statutory tax rate due primarily to non tax-deductible stock-based compensation expense for incentive stock options ("ISOs") and the Company's 2010 Employee Stock Purchase Plan ("2010 ESPP"), foreign income taxes and state and local income taxes, offset by federal and state research and development tax credits and tax benefits from ISO disqualifications. In addition, the nine month effective tax rate at September 30, 2013 was increased by the out-of-period adjustment discussed in Note 1 above.

The Company's effective tax rates for the three and nine month periods ended September 30, 2012 were 48.7% and 36.3%, respectively. These effective tax rates differ from the U.S. Federal statutory tax rate due primarily to non tax-deductible stock-based compensation expense for ISOs and the 2010 ESPP, foreign income taxes and state and local income taxes, offset by state research and development tax credits and tax benefits from ISO disqualifications.

In the second quarter of 2013, the Company concluded an audit by the U.S. Internal Revenue Service (“IRS”) of its U.S. Federal income tax returns for the years ended December 31, 2006 through 2009. The Company received Notices of Proposed Adjustments for 2006, 2007 and 2008 from the IRS disallowing $58.3 million of foreign branch losses on the basis that they constitute dual consolidated losses in the U.S. and the IRS is asserting that the Company is not entitled to reasonable cause relief for late election filings. The Company disagrees with the proposed adjustments and has filed an appeal. Management believes that it is more likely than not that the Company's position with respect to these adjustments will be sustained.

Unrecognized tax benefits totaled $3,847 and $3,335 at September 30, 2013 and December 31, 2012, respectively. Management does not expect that the balance of unrecognized tax benefits will significantly increase or decrease over the next twelve months.

The Company's tax reserves for uncertain tax positions of $4,005 (including interest and penalties of $158) are included within “Other long term liabilities” on the September 30, 2013 Consolidated Balance Sheet.

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Consolidated Statement of Comprehensive Loss (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (2,516)	$ (1,259)	$ (11,429)	$ (15,872)
Foreign currency translation adjustment, net of tax	112	39	(337)	(186)
Total other comprehensive income (loss), net of tax	112	39	(337)	(186)
Comprehensive loss	$ (2,404)	$ (1,220)	$ (11,766)	$ (16,058)

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Consolidated Balance Sheets (unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 44,643,000	$ 43,798,000
Accounts receivable, net of allowances of $3,370 and $2,927, respectively	37,868,000	37,667,000
Investments	34,721,000	31,549,000
Deferred taxes	10,484,000	7,469,000
Restricted cash	2,442,000	0
Prepaid expenses and other current assets	11,127,000	8,992,000
Total current assets	141,285,000	129,475,000
Fixed assets, net	12,293,000	10,645,000
Capitalized software, net	31,558,000	26,295,000
Goodwill	215,869,000	215,478,000
Other intangibles, net	89,514,000	106,750,000
Other assets	823,000	1,111,000
Total assets	491,342,000	489,754,000
Current Liabilities:
Accounts payable	8,021,000	4,451,000
Accrued expenses and other current liabilities	21,111,000	20,320,000
Deferred revenue	47,346,000	40,719,000
Current portion of long term debt	75,328,000	1,030,000
Total current liabilities	151,806,000	66,520,000
Long term debt	153,000	75,238,000
Deferred taxes	17,644,000	21,135,000
Other long term liabilities	4,072,000	4,809,000
Total liabilities	173,675,000	167,702,000
Commitments and contingencies (Note 13)
Stockholders' Equity:
Undesignated Preferred Stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and December 31, 2012	0	0
Common Stock, $0.001 par value; 300,000,000 shares authorized; 55,933,403 and 55,486,651 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	56,000	55,000
Additional paid-in capital	426,998,000	419,618,000
Accumulated deficit	(108,865,000)	(97,436,000)
Accumulated other comprehensive loss	(522,000)	(185,000)
Total stockholders' equity	317,667,000	322,052,000
Total liabilities and stockholders' equity	$ 491,342,000	$ 489,754,000

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Investments and Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Held-to-maturity Securities, Amortized Cost	$ 34,721	$ 34,058
Commercial Paper [Member] | Short-term Investments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Held-to-maturity Securities, Amortized Cost	2,398	2,493
Corporate Notes [Member] | Short-term Investments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Held-to-maturity Securities, Amortized Cost	32,323	29,056
Corporate Bond Securities [Member] | Cash and Cash Equivalents [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Held-to-maturity Securities, Amortized Cost		$ 2,509

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Fixed Assets (Tables)

9 Months Ended

Sep. 30, 2013

Property Plant and Equipment Income Statement Disclosures [Abstract]

Property, Plant and Equipment

Fixed assets consisted of the following:

	September 30, 2013			December 31, 2012
Computer and office equipment and software	$	30,006		$	26,710
Furniture and fixtures	2,180			2,036
Leasehold improvements	6,358			4,321
Total fixed assets	38,544			33,067
Less: Accumulated depreciation and amortization	(26,251		)	(22,422		)
Fixed assets, net	$	12,293		$	10,645

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Employee Stock Plans (Stock Based Compensation) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,097	$ 1,795	$ 6,225	$ 4,831
Cost of revenue [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	194	121	511	321
Product development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	342	368	973	1,041
Selling and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	359	225	981	825
General and administrative expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,202	$ 1,081	$ 3,760	$ 2,644

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Capitalized Software (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Research and Development [Abstract]
Capitalized software	$ 91,291,000		$ 91,291,000		$ 83,432,000
Less: Impairment on capitalized software	0		0		(8,715,000)
Less: Accumulated amortization	(59,733,000)		(59,733,000)		(48,422,000)
Capitalized software, net	31,558,000		31,558,000		26,295,000
Amortization computer software expense	$ 4,021,000	$ 3,347,000	$ 11,313,000	$ 9,845,000

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Accrued Expenses and Other Current Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Accrued Liabilities, Current [Abstract]
Sales commissions and bonuses	$ 12,549	$ 9,838
Professional fees	1,591	2,103
Deferred rent	110	298
Accrued vacation	591	522
Other accrued expenses	6,270	7,559
Total accrued expenses and other current liabilities	$ 21,111	$ 20,320

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2013

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	September 30, 2013		December 31, 2012
Sales commissions and bonuses	$	12,549	$	9,838
Professional fees	1,591		2,103
Deferred rent	110		298
Accrued vacation	591		522
Other accrued expenses	6,270		7,559
Total accrued expenses and other current liabilities	$	21,111	$	20,320

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Investments and Fair Value Measurements (Level 1, 2 and 3 Inputs) (Details) (Assets [Member], Fair Value, Measurements, Recurring [Member], USD $)	Sep. 30, 2013	Dec. 31, 2012
Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds	$ 5,124,000	$ 5,642,000
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds	5,124,000	5,642,000
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds	0	0
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds	$ 0	$ 0

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Net (Loss) Income Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Numerator:
Net loss	$ (2,516)	$ (1,259)	$ (11,429)	$ (15,872)
Basic shares:
Weighted-average shares used to compute basic net (loss) income per share (shares)	55,191,868	54,391,089	55,042,305	54,291,683
Effect of potentially dilutive securities:
Weighted-average shares used to compute diluted net (loss) income per share (shares)	55,191,868	54,391,089	55,042,305	54,291,683
Net loss per share:
Basic (in dollars per share)	$ (0.05)	$ (0.02)	$ (0.21)	$ (0.29)
Diluted (in dollars per share)	$ (0.05)	$ (0.02)	$ (0.21)	$ (0.29)
Options To Purchase Common Stock [Member]
Effect of potentially dilutive securities:
Weighted average number diluted shares outstanding adjustment (shares)	0	0	0	0
Net loss per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	5,251,770	5,869,080	5,251,770	5,869,080
Unvested Shares Of RSAs [Member]
Effect of potentially dilutive securities:
Weighted average number diluted shares outstanding adjustment (shares)	0	0	0	0
Net loss per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	577,449	673,381	577,449	673,381
Unvested Shares Of RSUs [Member]
Effect of potentially dilutive securities:
Weighted average number diluted shares outstanding adjustment (shares)	0	0	0	0
Net loss per share:
Antidilutive securities excluded from computation of earnings per share (in shares)	1,240,548	460,846	1,240,548	460,846

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Employee Stock Plans

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Employee Stock Plans

Employee Stock Plans

Stock-based compensation expense is measured at the grant date, based on the fair value of the award and recognized as expense over the requisite service period, net of an estimated forfeiture rate. The Company maintains several stock-based compensation plans, which are more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Total stock-based compensation expense related to all of the Company’s stock awards is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	194	$	121	$	511	$	321
Product development	342		368		973		1,041
Sales and marketing	359		225		981		825
General and administrative	1,202		1,081		3,760		2,644
Total	$	2,097	$	1,795	$	6,225	$	4,831

2010 Employee Stock Purchase Plan

As originally adopted in 2010, a maximum of 400,000 shares of the Company's Common Stock had been reserved for issuance under the Company's 2010 Employee Stock Purchase Plan (the "ESPP"). On August 9, 2013, the Company's stockholders approved a proposal that resulted in an additional 600,000 shares being made available for issuance under the ESPP, resulting in an aggregate of 1,000,000 shares being available for issuance under the ESPP. As of August 9, 2013, there were 633,261 shares available for grant under the ESPP.

During the three months ended September 30, 2013, 29,807 shares were issued under the ESPP at a price of $6.23 which represented 85% of the market price of the Common Stock on July 1, 2013, the offering date, which was lower than the market price of the Common Stock on September 30, 2013, which was the exercise date.

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Capitalized Software

9 Months Ended

Sep. 30, 2013

Research and Development [Abstract]

Capitalized Software

Capitalized Software

Capitalized software consisted of the following:

	September 30, 2013			December 31, 2012
Capitalized software	$	91,291		$	83,432
Less: Impairment on capitalized software	—			(8,715		)
Less: Accumulated amortization	(59,733		)	(48,422		)
Capitalized software, net	$	31,558		$	26,295

Amortization expense of capitalized software for the three months ended September 30, 2013 and 2012 was $4,021 and $3,347, respectively, and was $11,313 and $9,845 for the nine months ended September 30, 2013 and 2012, respectively.

During 2012, the Company recorded an impairment loss on capitalized software of $8,715 in conjunction with its strategic review, as management decided at that time to replace certain server-based systems with SaaS-based solutions.

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Basis of Presentation

9 Months Ended

Sep. 30, 2013

Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Intralinks Holdings, Inc. and its subsidiaries (collectively, the "Company"). The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP" or "U.S. GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading.

The financial statements contained herein should be read in conjunction with the Company’s audited consolidated financial statements and related notes to audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary for the fair statement of the consolidated financial condition, results of operations and changes in cash flows of the Company for the interim periods presented. The Company’s historical results are not necessarily indicative of future operating results, and the results for the nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the full year or for any other period.

Out-of-period Adjustments — During the financial statement close process for the three months ended June 30, 2013, the Company identified a prior period error totaling approximately $839, which was corrected and recorded as a cumulative adjustment to long-term deferred tax assets within the Consolidated Balance Sheet at June 30, 2013, and was reflected as an income tax expense within the Consolidated Statement of Operations for the three and six months ended June 30, 2013. The Company does not believe that this adjustment is material to the consolidated financial statements for any prior period. The Company also does not believe this adjustment will be material to the Company's 2013 results.

During the financial statement close process for the three months ended March 31, 2012, the Company identified a prior period error totaling approximately $849, which was corrected and recorded as a cumulative adjustment to long-term deferred tax assets within the Consolidated Balance Sheet at March 31, 2012, and was reflected as an income tax benefit within the Consolidated Statement of Operations for the three months ended March 31, 2012. The Company does not believe that this adjustment is material to the consolidated financial statements for any prior period or to the 2012 results.

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Goodwill and Other Intangibles (Future Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
2013 remaining	$ 5,868
2014	23,470
2015	23,470
2016	23,387
2017	11,386
2018	1,249
Thereafter	684
Total	$ 89,514	$ 106,750

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Commitments and Contigencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company and its subsidiaries are subject to various claims, charges, disputes, litigation and regulatory inquiries and investigations. These matters, if resolved adversely against the Company, may result in monetary damages, fines and penalties or require changes in business practices. The Company is not currently aware of any pending or threatened material claims, charges, disputes, litigation and regulatory inquiries and investigations except as follows:

Securities Class Action. On December 5, 2011, the Company became aware of a purported class action lawsuit filed in the U.S. District Court for the Southern District of New York (the "SDNY" or the "Court") against the Company and certain of its then current and former executive officers. The initial complaint (the "Wallace Complaint") alleges that the defendants made false and misleading statements or omissions in violation of the Securities Exchange Act of 1934, as amended. The plaintiff seeks unspecified compensatory damages for the purported class of purchasers of the Company's Common Stock during the period from February 17, 2011 through November 10, 2011 (the "Allegation Period"). On December 27, 2011, a second purported class action complaint, which makes substantially the same claims as, and is related to, the Wallace Complaint, was filed in the SDNY against the Company and certain of its current and former executive officers seeking similar unspecified compensatory damages for the Allegation Period.  On April 3, 2012, the Court consolidated the actions and appointed Plumbers and Pipefitters National Pension Fund as lead plaintiff, and also appointed lead counsel in the consolidated action ("Consolidated Class Action").  On June 15, 2012, the lead plaintiff filed an amended complaint (“Consolidated Class Action Complaint”), that in addition to the original allegations made in the Wallace Complaint, alleges that the Company, certain of its current and former officers and directors, and the underwriters in the Company's April 6, 2011 stock offering issued a registration statement and prospectus in connection with the offering that contained untrue statements of material fact or omitted material information required to be stated therein in violation of the Securities Act of 1933, as amended.  The defendants filed their motion to dismiss the action on July 31, 2012, and in response to the lead plaintiff’s opposition to the defendants' motions, which was filed on September 17, 2012, the defendants filed their replies to plaintiff's opposition on October 10, 2012.  On May 8, 2013, the Court issued an opinion dismissing claims based on certain allegations in the complaint, but otherwise denied defendants' motions to dismiss.  On June 28, 2013, defendants filed their answers to the Consolidated Class Action Complaint. On October 15, 2013, the Court entered the parties’ pretrial scheduling stipulation, which provided, inter alia, that the parties would fully brief any motions for summary judgment by February 17, 2015. The Company believes that these claims are without merit and intends to defend these lawsuits vigorously.

Dixon Derivative Action.  On December 28, 2011, a shareholder derivative complaint was filed in the SDNY against the Company and certain of its current and former directors. The complaint (the "Dixon Action") alleges that the defendants breached their fiduciary duties by causing the Company to issue materially false and misleading statements about the Company's business prospects, financial condition and performance during the same Allegation Period alleged in the Consolidated Class Action Complaint. On June 6, 2013, the parties filed a stipulation with the SDNY agreeing to stay all proceedings in the Dixon Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. The Company believes that the claims in the Dixon Action are without merit and intends to defend this lawsuit vigorously.

Horbal Derivative Action. On April 16, 2012, a second shareholder derivative complaint (the "Horbal Action") was filed in the Supreme Court of the State of New York in New York County ("New York State Court") against the Company and certain of its current and former directors and officers. The Horbal Action makes substantially the same claims as, and is related to, the Dixon Action, except that it alleges violations of state law. On April 24, 2012, one of the director defendants removed the Horbal Action to the SDNY, and on May 7, 2012, it was assigned to the same judge as in the Dixon Action. On May 22, 2012, the plaintiff in the Horbal Action moved to remand the case to New York State Court. On June 8, 2012, defendant filed an opposition to remand, and the plaintiff filed a reply on June 15, 2012. On March 11, 2013, the SDNY granted plaintiff's motion to remand, and the case is currently pending in New York State Court. On June 6, 2013, the parties filed a stipulation with the New York State Court agreeing to stay all proceedings in the Horbal Action, including discovery, until ninety days after the SDNY issues a scheduling order in the Consolidated Class Action. The Company believes the claims in the Horbal Action are without merit and intends to defend this lawsuit vigorously.

Levine Shareholder Demand Letter. The Company received a shareholder demand letter, dated May 16, 2013, demanding that the Company's Board take action to remedy alleged breaches of fiduciary duty by current and former directors and officers of the Company. These alleged breaches are based on the same alleged misconduct in the complaints in the Dixon, Horbal, and Consolidated Class Actions. The letter specifically demands that the Company's Board undertake an independent internal investigation into the alleged breaches and commence a civil action against each of the allegedly breaching current and former directors and officers. On June 26, 2013, the Company's Board created a Demand Committee to conduct an investigation into the allegations in the Levine demand letter.

SEC Investigation.  On July 10, 2013, the Company announced that it received written notification from the SEC that the SEC's investigation into the Company, as previously disclosed, has been terminated and that no enforcement action has been recommended against the Company. The investigation commenced on August 4, 2011 upon the SEC's request for certain documents related to the Company's business from January 1, 2011 through August 4, 2011.

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Debt

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following:

	September 30, 2013			December 31, 2012
First Lien Credit Agreement ("First Lien Credit Facility")	$	75,103		$	75,719
Other financing arrangements	378			549
Less: current portion (First Lien Credit Facility)	(75,103		)	(821		)
Less: current portion (Other financing arrangements)	(225		)	(209		)
Total long-term debt	$	153		$	75,238

In the second quarter of 2013, the Company classified the balance of $75,103 of long-term debt related to the First Lien Credit Facility to current liabilities because the First Lien Credit Facility expires June 15, 2014. Based on available market information, the estimated fair value of the Company’s total debt was approximately $75,385 and $76,647 as of September 30, 2013 and December 31, 2012, respectively. These fair value measurements were determined using Level 2 observable inputs. The estimated fair value of the Company’s other financing arrangements approximates the carrying value at each reporting period.

First Lien Credit Facility

The First Lien Credit Facility provides for term loans in the aggregate principal amount of $135,000. Principal payments are due on the last day of each quarter, with the first payment made on September 30, 2007 and the final installment (which will include the remaining balance) due on June 15, 2014. Additionally, the First Lien Credit Facility includes a requirement for mandatory prepayments based on annual excess free cash flow. Term loans under the First Lien Credit Facility, as amended, bear interest at the higher of the Eurodollar Rate (as defined in the agreement) or 1.50%, plus 4.50% per annum. At September 30, 2013, the interest rate on the First Lien Credit Facility was 6.00%. At September 30, 2012, the interest rate on the First Lien Credit Facility was 5.75%.

The First Lien Credit Facility limits annual consolidated capital expenditures, including amounts related to capitalized software, and restricts the ability to borrow against the now expired revolving line of credit if a consolidated EBITDA ratio is not achieved. The agreement also contains other positive and negative covenants. The Company was in compliance with these covenants as of September 30, 2013 and December 31, 2012.

On April 6, 2012, the Company entered into Amendment No. 3 (the "Third Amendment") to the First Lien Credit Facility. The Third Amendment amends certain provisions of the First Lien Credit Facility to, among other things, increase the capital expenditures limit from $21,000 to $35,000 per year through the remainder of the term. As provided for in the Third Amendment, the Company prepaid $15,000 of the outstanding balance on the First Lien Credit Facility. As a result, the quarterly installment payment beginning June 30, 2012 decreased from $246 to $205 for the remaining term of the loan.

The First Lien Credit Facility also provided for a $15,000 revolving line of credit, which expired on June 15, 2013. The obligations previously covered by the Company's revolving line of credit, which were primarily related to the Company's operating lease agreements for its various office locations, were replaced under a separate cash collateralized facility under which the Company originally provided the bank with $2,464 and they provided certain of the Company's landlords with separate letters of credit for each location. The cash collateral balance is $2,442 at September 30, 2013. This facility expires on June 3, 2014 and as such is classified as current restricted cash on the Company's Consolidated Balance Sheet. In May 2013, a requirement for a $800 standby letter of credit related to the Company's corporate charge card utilized by executives and certain other employees was terminated.

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Goodwill and Other Intangibles (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets by Major Class

As of September 30, 2013, Other intangibles consisted of the following:

	Definite – Lived Intangible Assets
	Developed Technology			Customer Relationships			Trade Name			Non-Compete Agreement			Total
Net book value at December 31, 2012	$	35,494		$	63,327		$	7,868		$	61		$	106,750
Acquisition made during 2013	188			93			11			250			542
Amortization	(6,151		)	(10,646		)	(924		)	(57		)	(17,778		)
Net book value at September 30, 2013	$	29,531		$	52,774		$	6,955		$	254		$	89,514

Allocation Of Amortization Expense For Other Intangible Assets

mortization of intangible assets is classified in each of the operating expense categories as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Cost of revenue	$	2,082	$	1,986	$	6,151	$	8,383
Sales and marketing	3,550		3,544		10,646		10,631
General and administrative	335		304		981		914
Total	$	5,967	$	5,834	$	17,778	$	19,928

Schedule of Expected Amortization Expense

At September 30, 2013, amortization of intangible assets for each of the next five years and thereafter is estimated to be as follows:

2013 remaining	$	5,868
2014	23,470
2015	23,470
2016	23,387
2017	11,386
2018	1,249
Thereafter	684
Total	$	89,514

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of Intralinks Holdings, Inc. and its subsidiaries (collectively, the "Company"). The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

Revenue Recognition

Revenue Recognition —The Company derives revenue principally through fixed commitment contracts under which the Company provides customers various services, including access to the cloud-based Intralinks platform, which includes Intralinks exchanges, as well as related customer support and other services. The Company's customers do not have a contractual right, or the ability, to take possession of the Intralinks software at any time during the hosting period, or to contract with an unrelated third party to host the Intralinks software. Therefore, revenue recognition for the Company's services is not accounted for under specific guidance of the Financial Accounting Standards Board ("FASB") on software revenue recognition. The Company recognizes revenue for its services ratably over the related service period, provided that there is persuasive evidence of an arrangement; the service has been provided to the customer; collection is reasonably assured; the amount of fees to be paid by the customer is fixed or determinable; and the Company has no significant remaining obligation at the completion of the contracted term. In circumstances where the Company has a significant remaining obligation after completion of the initial contract term, revenue is recognized ratably over the extended service period. The Company's contracts do not contain general rights of return. Certain of the Company's contracts contain customer acceptance clauses, for which revenue is deferred until acceptance occurs.

From time to time, the Company agrees to sales concessions with its customers for which a reserve is estimated based on historical patterns of actual credits issued. Expenses associated with maintaining this reserve are recorded as a reduction to revenue, which the Company believes represents an accurate reflection of the underlying business activity for each reporting period and is in line with the requirement that all revenue recognized during the period is earned and realizable.

The Company offers services to customers through single-element and multiple-element arrangements, some of which contain offerings for optional services, including document scanning, data archiving and other professional services. In accordance with the FASB's guidance on multiple-deliverable arrangements, the Company has evaluated the deliverables in its arrangements to determine whether they represent separate units of accounting and, specifically, whether the deliverables have value to the Company's customers on a standalone basis. The Company has determined that the services delivered to customers under its existing arrangements generally represent a single unit of accounting. Revenue for optional services is recognized as delivered, or as completed, provided that the general revenue recognition criteria described above are met. The Company continues to evaluate the nature of the services offered to customers under its fixed commitment contracts, as well as its pricing practices, to determine if a change in policy regarding multiple-element arrangements and related disclosures is warranted in future periods.

Additionally, certain contracts contain provisions for set-up and implementation services relating to the customer's use of the Intralinks platform. The Company believes that these set-up and implementation services provide value to the customer over the entire period that the exchange is active, including renewal periods, and therefore the revenue related to these set-up types of services are recognized over the longer of the contract term or the estimated relationship life. The Company will continue to evaluate from time to time the length of the amortization period of the revenue related to set up and implementation fees to determine if a change in estimate is warranted in future periods.

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2013	Nov. 04, 2013	Dec. 31, 2012
Document and Entity Information [Abstract]
Document type	10-Q
Amendment flag	false
Document year focus	2013
Document period focus	Q3
Document period end date	Sep. 30, 2013
Current fiscal year end date	--12-31
Entity central index key	0001488075
Entity Current Reporting Status	Yes
Entity filer category	Accelerated Filer
Entity registrant name	Intralinks Holdings, Inc.
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001	$ 0.001
Entity common stock shares outstanding		55,952,538

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Investments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Marketable Securities [Abstract]

Held-to-maturity Securities

The following tables summarize these short-term investments as of September 30, 2013 and December 31, 2012:

			September 30, 2013
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Commercial Paper	192 Days	Investments (short-term)	$	2,398
Corporate Notes	37 to 318 Days	Investments (short-term)	32,323
Total			$	34,721
			December 31, 2012
Security Type	Maturity	Consolidated Balance Sheet Classification	Amortized Cost
Corporate Bonds	44 to 72 Days	Cash and cash equivalents	$	2,509
Commercial Paper	363 Days	Investments (short-term)	2,493
Corporate Notes	152 to 365 Days	Investments (short-term)	29,056
Total			$	34,058

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis

The following tables summarize those of the Company's assets that were measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:

			September 30, 2013
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,124	5,124	—	—

			December 31, 2012
	Total		Level 1	Level 2	Level 3
Asset:
Money market funds as cash equivalents	$	5,642	5,642	—	—