Iona Technologies PLC Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 28th, 2002 • Iona Technologies PLC • Services-prepackaged software • New York
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AGREEMENT
Option Agreement • October 16th, 2002 • Iona Technologies PLC • Services-prepackaged software • Massachusetts
AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • April 28th, 2004 • Iona Technologies PLC • Services-prepackaged software • New York
EXHIBIT 2.2 AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • May 14th, 2004 • Iona Technologies PLC • Services-prepackaged software • New York
EXPENSES REIMBURSEMENT & NON-SOLICITATION AGREEMENT by and among SPK ACQUISITIONS LIMITED and IONA TECHNOLOGIES PLC Dated as of June 25, 2008
Expenses Reimbursement & Non-Solicitation Agreement • June 25th, 2008 • Iona Technologies PLC • Services-prepackaged software

SPK Acquisitions Limited having its registered office at Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland (hereinafter referred to as “Buyer”)

DEED OF LIMITED GUARANTY AND INDEMNITY
Deed of Limited Guaranty and Indemnity • June 25th, 2008 • Iona Technologies PLC • Services-prepackaged software

Deed of Limited Guaranty and Indemnity (the “Guaranty”), dated as of June 25, 2008, by Progress Software Corporation, a Massachusetts corporation (the “Guarantor”), in favor of IONA Technologies PLC, a public limited company incorporated under Irish Company law (“IONA”).

INCENTIVE SHARE OPTION AGREEMENT UNDER THE IONA TECHNOLOGIES PLC 2006 SHARE INCENTIVE PLAN
Incentive Share Option Agreement • February 26th, 2008 • Iona Technologies PLC • Services-prepackaged software

Pursuant to the IONA Technologies PLC 2006 Share Incentive Plan as amended through the date hereof (the “Plan”), IONA Technologies PLC (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares, par value €0.0025 per share of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

PHANTOM SHARE UNIT AGREEMENT UNDER THE IONA TECHNOLOGIES PLC 2006 SHARE INCENTIVE PLAN
Phantom Share Unit Agreement • March 14th, 2008 • Iona Technologies PLC • Services-prepackaged software

Target No. of Phantom Share Units Granted (based on achievement of “Target Performance” of the Revenue and pro-forma Operating Income targets as set forth on Schedule I hereto):

SECOND AMENDMENT TO LEASE
Lease • April 19th, 2006 • Iona Technologies PLC • Services-prepackaged software

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

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 14th, 2008 • Iona Technologies PLC • Services-prepackaged software • Delaware
IMPLEMENTATION AGREEMENT by and among SPK ACQUISITIONS LIMITED, IONA TECHNOLOGIES PLC and With respect to Section 7.4 and Section 7.7 only, PROGRESS SOFTWARE CORPORATION Dated as of June 25, 2008
Implementation Agreement • June 25th, 2008 • Iona Technologies PLC • Services-prepackaged software

IMPLEMENTATION AGREEMENT (the “Agreement”), dated as of June 25, 2008, by and among SPK Acquisitions Limited, a private limited company incorporated under Irish company law (the “Buyer”), IONA Technologies PLC, a public limited company incorporated under Irish company law (“IONA”), and, with respect to Section 7.4 and Section 7.7 only, Progress Software Corporation, a Massachusetts corporation (the “Guarantor”).

NON-QUALIFIED SHARE OPTION AGREEMENT UNDER THE IONA TECHNOLOGIES PLC 2006 SHARE INCENTIVE PLAN
Non-Qualified Share Option Agreement • February 26th, 2008 • Iona Technologies PLC • Services-prepackaged software

Pursuant to the IONA Technologies PLC 2006 Share Incentive Plan as amended through the date hereof (the “Plan”), IONA Technologies PLC (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares, par value €0.0025 per share of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

SECOND AMENDMENT TO LEASE
Lease • March 14th, 2008 • Iona Technologies PLC • Services-prepackaged software

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

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2008 • Iona Technologies PLC • Services-prepackaged software • Massachusetts

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 14th day of April 2008 (the “Effective Date”), by and among Peter M. Zotto (the “Executive”), IONA Technologies, Inc., a Delaware corporation (“IONA, Inc.” or the “Company”), and its parent, IONA Technologies PLC, a public limited company organized under the laws of Ireland (“IONA PLC”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 19th, 2006 • Iona Technologies PLC • Services-prepackaged software • Delaware

This Agreement made and entered into this 19th day of December 2005, (the “Agreement”), by and among IONA Technologies PLC, a public limited company organized under the laws of Ireland (“IONA PLC”), IONA Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of IONA PLC (“IONA Inc.”), and Robert C. McBride (the “Indemnitee”):

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