A N A G R E E M E N T
Exhibit 10.50
[TRANSLATED FROM THE HEBREW]
A N A G R E E M E N T
made and signed in Tel Aviv on the 31 day of the month of January 2005
B E T W E E N
Mifalei Locky Bniya Ve Pituach Ltd. Public Company 52 - 0041278
of 15 Tchernikovsky Street, Haifa
Hereafter: the “Landlord”
A N D B E T W E E N
Verisity Ltd. Private Company ###-###-####
of 8-10 Ha’melacha Street, Rosh- Ha’ayin
Hereafter: the “Tenant”
WHEREAS The Landlord owns the right from the Israel Lands Authority in regard to the parcels of land known as the Industrial Mall in Rosh Ha’Ayin, Parcels 3, 11, 12, 13 (part) and 16 in Bloc 8863, Lots 516, 519 (hereafter: the “Mall”) and which is designated as an industrial building.
AND WHEREAS The Landlord owns the rights to a unit in the Mall over an area of approximately 200 square meters gross including public areas, according to the attached drawing marked by the color yellow (unit number A-11-l), and a unit in the Mall over an area of approximately 287 square meters gross including public areas, that is located on the third floor, according to the attached drawing marked by the color yellow (unit number B-11-l), and a unit in the Mall over an area of approximately 904 square meters gross including public areas, that is located on the third floor, according to the attached drawing marked by the color yellow (unit number 12-l), and a unit in the Mall over an area of approximately 56 square meters gross including public areas, that is located on the second floor, according to the attached drawing marked by the color yellow (unit number C-1-21-À), and 73 parking spaces, all according to the attached drawing, signed by the Parties and which constitutes an inseparable part of the Agreement (hereafter: the “Rented Premises”).
AND WHEREAS It is the wish of the Tenant to rent from the Landlord and the wish of the Landlord to rent to the Tenant the Rented Premises on an unprotected tenancy in pursuance of the Tenants Protection Law (Integrated Version) 5732 – 1972 for a period, for consideration of and in accordance with that specified below in this Agreement.
AND WHEREAS The Landlord has expressed his agreement to rent the Rented Premises to the Tenant on an unprotected tenancy in pursuance of the Tenants Protection Law (Integrated Version) 5732 -1972 on the conditions and for the purpose and the period specified below in this Agreement.
IT IS THEREFORE DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
| 1. | The Preamble to this Agreement constitutes an inseparable Part thereof. |
| 2. | The Tenant declares that he has seen and examined the Rented Premises, their nature and condition, has examined well the possibilities of exploiting and using them, has found them and all the conditions suitable to him and for his purposes and he waives any claim whatsoever in relation to the Rented Premises, to the possibilities of using it and, in addition, including any claim of unsuitability but excepting claims in respect of concealed defects. |
This section is fundamental.
| 3. | It is hereby explicitly agreed between the Parties: |
| a. | On the date on which the Tenants Protection Law (Sundry Provisions) 5728 – 1968 came into effect, that is on August 20, 1968, there was no tenant entitled to possession of the Rented Premises. |
| b. | The Rented Premises are free of any tenant entitled to possession thereof. |
| c. | The Tenant did not pay nor shall he pay whether directly or indirectly to the Landlord any consideration whatsoever of any sort whatsoever for his agreement to rent him the Rented Premises. |
| d. | The protection of the Tenants Protection Law (Integrated Version) 5722 – 1972 and any other law that shall replace it or amend it and that grants protection or privilege of any sort whatsoever to a tenant shall not apply to this Rental nor to the relationship between the Parties as specified below in this Contract. |
This section is fundamental.
| 4. | The Landlord hereby rents to the Tenant and the Tenant hereby rents from the Landlord the Rented Premises for a tenancy that is unprotected for a period of 60 months from its inception on March 1, 2005 and which terminates on February 28, 2010 (hereafter: the “Period of the Tenancy”) |
Notwithstanding the above it is agreed by the parties that an area of 535 square meters of the Rented Premises is being rented to the Tenant for a period of 58 months commencing on May 1, 2005 and which terminates on February 28, 2010.
This section is fundamental.
| 5. a. | The aim of the tenancy: the management of the Tenant’s business and his offices exclusively in the hi-tech field and not for any other purpose whatsoever. |
| b. | The Tenant hereby declares that he has examined the conditions for the use and operation of the Rented Premises in accordance with the law, and in particular the Business Licensing Law and that they are known to him and perfectly clear to him and that he undertakes to act solely in accordance with those conditions. It is hereby expressly stipulated that the Tenant only is responsible for obtaining a license from the competent authorities for the conduct of his business on the rented premises, if necessary. The Tenant shall have no claim whatsoever |
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| against the Landlord in connection with the receipt or non-receipt of permits or licenses to conduct his business on the Rented Premises and he hereby waives in advance any claim whatsoever against the Landlord. Without derogating from the aforementioned, it is made clear that failure to obtain a permit or license as stated, for any reason whatsoever, shall not constitute grounds for the cancellation of the Agreement by the Tenant or exempt him from the fulfillment of his undertakings in pursuance thereof, including his obligation to pay the rent specified therein. |
| c. | The Tenant undertakes not to cause any nuisance or inconvenience whatsoever, including and without derogating from the general nature of that stated, smells, fire, smoke or noise. |
This section is fundamental.
| 6. a. | The rent, the manner of its payment and its linkage shall be in accordancewith that stated in the attached Payments Appendix (hereafter: the “Appendix’), signed by the Parties and which constitutes an inseparable part of this Agreement. |
| b. | In addition to the payment of the rent in pursuance of this Agreement and together therewith, the Tenant shall pay the Landlord, VAT in return for a tax invoice. |
| 7. a. | The Tenant shall be obligated to pay the Landlord the rent in full and on the due dates even if he does not use the Rented Premises or if he does not operate them for any part whatsoever of the Period of the Tenancy, for whatever reason whatsoever, except in the case of damage caused to the Rented Premises that significantly and fundamentally disrupts the possibility of using the Rented Premises for the purpose of the Tenancy, other than through the fault of the Tenant, and except in the case of which the disruption is caused by an act or an omission of the Landlord, al according to section 16 hereinafter. |
This section is fundamental.
| 8. | The Tenant undertakes to allow the Landlord or his representatives to enter the Rented Premises at any reasonable time and hour, if coordinated in advance. |
| 9. | The Tenant undertakes to use the Rented Premises with care, not to cause any nuisance or disturbance to other lessees or tenants in the Mall and in particular not to disturb the public means of access and the access to the other assets in the Mall, to maintain them in good and proper condition, to repair immediately at his expense any defect, impairment or breakage that is revealed in the Rented Premises apart from basic defects that do not result from unreasonable use of the Rented Premises by the Tenant and apart from reasonable wear and tear, the repair of which is the responsibility of the Landlord, to return the Rented Premises to the Landlord at the end of the Period of the Tenancy in the condition in which they were when he received them, apart from reasonable wear and tear. |
A minute indicating the condition of the Rented Premises, shall be held on the occasion of delivering the possession over the Rented Premises
This section is fundamental.
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| 10. | During the Period of the Tenancy, the Tenant alone shall be fully liable to the Landlord, whether criminally, contractually or civilly for any matter that concerns the possession of the Rented Premises, use thereof, the operation thereof and all that arises therefrom. That stated in this section does not in any way derogate from the Landlord’s liability in law or of those who act on his behalf in respect of the building of the Rented Premises, nor does it derogate from the Landlord’s liability in respect of the Rented Premises maintenance under law and/or according to this agreement. |
The Tenant undertakes, irrevocably and unconditionally to compensate and/or indemnify the Landlord immediately and without delay in respect of and for any demand submitted to him or in respect of any claim filed against him and which refers to the Tenant’s use during the Period of the Tenancy, or any person acting on his behalf, of the Rented Premises or that arises as a result thereof including the payment of expenses and lawyer’s fees.
The Landlord undertakes to inform the Tenant in time, of any demand or claim filed against him as stated, in order to enable the Tenant to defend it should he wish to do so.
Should the Tenant decide to defend the demand or claim, the Landlord shall not pay it nor shall be make any settlement in respect thereof.
Notwithstanding the provisions of this section, the Tenant will not be obliged to pay the Landlord any payment whatsoever, but the sum the Landlord was obliged to pay according to a final court ruling.
| 11. a. | Without derogating from the provision of the management agreement as specified below, the Tenant shall be responsible for the payment of all water and electricity charges and other expenses that are involved in the use he makes of the Rented Premises. |
| b. | The general municipal rates or any other tax that applies to the possessor of real estate shall apply to the Tenant and be paid by him during the Period of the Tenancy or the Period of the Agreement. Property Tax and any other tax that applies to owners of real estate, should they apply, shall apply to the Landlord and be paid by him. |
| c. | The Tenant shall be responsible for all the payments that apply to him in pursuance of the management agreement as specified below. |
This section is fundamental.
| 12. a. | The Tenant may not let and/or transfer and/or allow use of the Rentedpremises or any part thereof to any other person and/or body but, however, the Tenant may employ workers of his own for the purpose of conducting his business. |
Notwithstanding the provisions of this section, the Tenant shall be permitted to lease to another, in sublease, part of the Rented Premises subject to the Landlord’s consent in writing and in advance, and subject to execution by the subleasea of sublease agreement, which shall be in the form of the agreement signed by the Tenant and the Landlord, mutatis mutandis. The Landlord shall not decline to permit the Tenant to rent to another by underlease tenancy, but by reasonable reasons.
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| b. | The Tenant may not and undertakes not to make and not to execute without permission alterations or additions of any sort whatsoever in the Rented Premises or any part thereof without first obtaining the consent in writing of the Landlord. The Landlord shall not decline to permit the Tenant to execute alterations or additions as per the above in the Rented Premises, unless for reasonable reasons specified in writing. |
Notwithstanding the provisions of this section, the Landlord gives, by this, its permission to the refurbishment which shall be executed prior to the inception of the rent period.
This section is fundamental.
| 13. | Subject to that stated in Section 12c. above, and without derogating from it, it is hereby agreed that any additions or alterations that are made by the Tenant to the Rented Premises and which are permanently fixed to the Rented Premises shall be deemed the property of the Landlord. |
| 14. | It is hereby made clear and explicitly emphasized that the Tenant hereby exempts the Landlord from any responsibility, direct or indirect, for any damage caused to goods or equipment or any property whatsoever in the Rented Premises or their surroundings, whatever the reason for the damage caused, providing that the damage was not caused maliciously. |
The Tenant declares that the Rented Property insurance, Rental Fees loss insurance and Maintenance Fees loss insurance, made by the Tenant, include a provision pursuant to which the insurer waives any subrogation rights towards the Tenant and any one on his behalf, on condition that the aforesaid subrogation waiver shall not apply with respect to whomever caused the damage intentionally
In addition, the Tenant declares that the third party liability insurance due to the Landlord and/ or the management company liability was extended to include the Tenant as additional insured and that this insurance is subject to a cross liability clause according to it the insurance shall be considered as if it was held for each one of the insured separately.
This section is fundamental.
| 15. | On the occasion on which the Tenant signs this Agreement, he undertakes to sign, as an inseparable part thereof, the management agreement with the Canyon Ha ta’asiya Nihool Ve Achzakot Ltd. (hereafter: the “Management Company”) in the attached text, to be signed by the Parties (hereafter: the “Management Agreement”). |
The Tenant undertakes to rigorously fulfill all his undertakings as specified in the Management Agreement and it is hereby made clear and explicitly emphasized that a breach of the Tenant’s undertakings as specified in the Management Agreement shall constitute, to all intents and purposes, a breach of this Agreement.
A legal cancellation of the Management Agreement by the Management Company because of a breach on the part of the Tenant shall, as well, constitute a breach of this Agreement, to all intents and purposes, and as a result thereof this Agreement shall be completely cancelled.
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| 16. | On February 28, 2010, no later than 24:00 hrs., the Tenant undertakes to vacate the Rented Premises and to deliver possession thereof to the Landlord, the Rented Premises being empty and free of any person or object that does not belong to the Landlord and in accordance with the provisions of this Agreement. |
It is hereby agreed between the parties that the Tenant shall be entitled to end this agreement after August 31, 2007, by ,at least, five months advanced notice in writing, subject to an agreed and fixed compensation in an amount equal to four months rental fees.
It is hereby agreed between the parties that the Tenant may bring this agreement to an end without the payment of compensation and/or a penalty if a receivership or winding-up application is filed against the Landlord or an order to wind it up is awarded or a temporary or permanent liquidator is appointed for it and the relevant order or appointment is not set aside within 45 days of being awarded.
This section is fundamental.
| 17. a. | Should the Tenant not vacate the Rented Premises and not return them and the possession thereof to the Landlord at the end of the Period of the Tenancy or on the legal cancellation of the Agreement, he shall be deemed a trespasser from that day with all the legal and judicial consequences that result therefrom. |
| b. | Without derogating from that stated above in sub-section (a), the Tenant shall be obliged to pay the Tenant double the daily rent recorded in the Agreement for each day’s delay in vacating the Rented Premises and returning the possession thereof to the Landlord. This sum represents user fees fixed and agreed in advance by the Parties which seem to them to be reasonable for the damage that is likely to be caused to the Landlord in the event of failure to vacate the Rented Premises on the due date. |
| 18. | Without derogating from the Management Agreement, at the end of the Period of the Tenancy or on the termination of this Agreement as is the case, the Tenant shall be obligated to present to the Landlord copies of the confirmations and receipts that testify to the fact that he has made all the payments and paid all the taxes and expenses that apply to him in pursuance of this Agreement. |
| 19. a. | Without derogating from that stated above, it is hereby agreed that |
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any delay in the payment of the rent in excess of 15 business days shall constitute a fundamental breach of this Agreement. A delay in the payment of the rent up to 15 business days shall not constitute a fundamental breach of this Agreement, and shall not entitle the Landlord to any interest, but the Tenant shall pay the Landlord arrears interest, starting the first day of the delay, if the delay exceeded 15 days.
Without derogating from that stated above, it is hereby agreed that any delay of the rental fees that shall be done with approval of the landlord, shall not be a fundamental violation of this agreement.
| b. | Without derogating from that stated above, it is hereby agreed that in respect of a delay in the payment of the rent or any part thereof, the Tenant shall pay the Landlord effective interest and linkage at the rate of 0.15% for each days delay in payment from the fifteenth days delay until payment is made in full. Should the delay exceed fifteen days, the payment of interest shall start from the first day of the delay. |
| 20. | - |
| 21. | - |
| 22. | To guarantee payment of the rent, taxes and all the other payments and sums that apply to the Tenant in accordance with this Agreement, the Tenant undertakes to deposit in escrow with the Landlords attorney, B. Minkowitz & Co., Adv. ( hereafter: “the trustee”) an autonomous bank guarantee in an amount that is the equivalent of 88,000 dollars that shall remain valid until 90 days after the end of the Period of the Tenancy. |
The trustee shall be permitted to deliver the bank guarantee to the Landlord in order for him to use it if the Tenant breaches any of the provisions of the Agreement, only for the purpose of payment of a debt or damage or compensation or a payment that applies to the Tenant and which he has not paid, in accordance with the provisions of the Agreement or in accordance with the provisions of any law.
A condition for the right of the Landlord to use the bank guarantee is that the Landlord shall inform the Tenant in writing at least 14 days in advance of his intention and he shall give details of the grounds for using all or part of the bank guarantee.
Should the Tenant fulfill all his undertakings in pursuance of the Contract, the Landlord shall return the security bill to him no later than at the end of 90 days from the end of the Period of the Agreement or the end of the tenancy period or before that, if the Tenant provides the Landlord with copies of the confirmations that testify that he has made all the payments and paid all the taxes that apply to him in pursuance of this Agreement.
| 23. | In addition, and without derogating from that stated above, or any right conferred on the Landlord in law, if the Tenant does not approach the Landlord on the due date and does not deliver sole possession of the Rented Premises to him in accordance with the provisions of this Agreement, then the Landlord or any person authorized by him for |
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that purpose shall be entitled to enter the Rented Premises, to seize sole possession thereof, to forcibly evict the Tenant and to remove all the chattels of the Tenant or those chattels that do not belong to the Landlord, by force, to use for that purpose all reasonable force including breaking open the doors of the Rented Premises. The Tenant declares that in the case of any loss or damage that is caused to him or to the property of a third party as a result of the Landlord’s acts as stated in this Section, he has no nor shall he have an claim or suit against the Landlord and he hereby waives and waives finally and absolutely any claim or suit whatsoever in this matter should he have any such claim or suit. The Tenant undertakes to refrain from taking any step whatsoever in order to prevent the Landlord from acting in accordance with that stated above. The signature of the Tenant on this Agreement is as the grant of an irrevocable power of attorney to the Landlord or those that represent him that enables them to act in accordance with that stated above.
The Landlord may use the powers conferred above in this section only after he has notified the Tenant at least 10 days in advance in writing.
| 24. | In addition to any provision in accordance with the law or in this agreement, the Landlord may terminate the agreement if a receivership or winding-up application is filed against the Tenant or an order to wind it up is awarded or a temporary or permanent liquidator is appointed for it and the relevant order or appointment is not set aside within 45 days of being awarded. |
| 25. | All that stated above in this Contract does not prevent and is in addition to the right of the Party that fulfills the Contract to seek any legal relief conferred on him in pursuance of the law including mandatory injunctions and/or prohibitory injunctions and/or any claim to remove the Tenant from the Rented Premises. |
| 26. | Any alteration or addition to this Agreement must be made in writing and signed by the Tenant and the Landlord and no alteration or addition shall be valid which is not made in writing as aforesaid. |
| 27. | The addresses of the Parties for the purpose of sending notices in pursuance of this Agreement and for the purpose of service of process of court, are as stated in the Preamble to this Agreement and any letter or notice that is sent to either one at the above address by registered mail shall be deemed to be delivered to him within 5 days of the date of its dispatch. |
| 28. | The Tenant hereby declares that he is aware that the Law Office of Baruch Minkowitwz, Adv. and Notaries, Adv. has prepared this Agreement for the Landlord alone and not for him that he does not represent him in this Agreement or in its performance and that he may be represented by another lawyer. The Tenant undertakes to repay to the Landlord, on signing the Agreement, his legal costs in respect of preparation of the Agreement in a sum that is equal to the full monthly payment that the Tenant shall pay the Landlord, with the addition of Vat. |
| 29. | The Courts of Law in Tel Aviv – Jaffa shall have the sole local jurisdiction to hear any claim or dispute that concerns this Agreement or that results therefrom. |
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IN WITNESS WHEREOF THE SIGNATURES OF THE PARTIES
| (-) Signed | (-) Signed | |
| T h e T e n a n t | T h e L a n d l o r d |
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[TRANSLATED FROM THE HEBREW]
A P P E N D I X “ A ”
| 1. | The Rent for the Period of the Tenancy shall be in the sum as follows: |
| a. | The sum in NIS equals to USD $10,708 (ten thousand seven hundred and eight) a month, with an addition of VAT according to law, according to the USD representative rate at the day of the agreement signing shall be paid for the Rental fees due to Rented Premises, this for a period from March 1, 2005 and until April 30, 2005, for an area of 1447 square meters. |
| b. | The sum in NIS equals to USD $13,691 (thirteen thousand six hundred and ninety one) a month, with an addition of VAT according to law, according to the USD representative rate at the day of the agreement signing shall be paid for the Rental fees due to Rented Premises, this for a period from April 30, 2005 and until February 28, 2006, for an area of 1982 square meters. |
| c. | The sum in NIS equals to USD $14,666 (fourteen thousand six hundred and sixty six) a month, with an addition of VAT according to law, according to the USD representative rate at the day of the agreement signing shall be paid for the Rental fees due to Rented Premises, this for a period from March 1, 2006 and until February 28, 2010, for an area of 1982 square meters. |
| 2. | The Tenant shall pay the rent to the Landlord every three months with each payment being in advance for a three monthly period. The payment of the rent shall be made by a bank transfer to the Landlord’s bank account. |
| 3. | The following terms in the Agreement shall mean: |
| a. | “The Index” – the Consumer Price Index published each month by the Central Bureau of Statistics. |
| b. | “The Base Index” – the Index known on the date recorded in the heading to the Agreement on the date on which it is signed. |
| c. | “The Determining Index” – the Index published for the month in which the rent is to be paid. |
| 4. a. | Despite that stated above in section 1, if on the actual date of payment of the rent, it becomes clear that the Determining Index has risen compared to the Base Index, then the rent recorded in Section 1 above shall be increased proportionately to the increase of the Determining Index compared to the Base Index. In order to remove any doubt, it is hereby made clear that should the Index decrease, The Rental fees shall not be below the sums stated on section 1 above. |
| b. | The linkage differentials mentioned above shall be paid every 3 months. The Landlord shall send the Tenant within 10 days from the date of publication of the Determining Index a Demand for money bill for the linkage differentials. |
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| The bill aforesaid shall be paid current+ 30 from the day in which the final bill was given, after it was examined by the Tenant, and corrections were made, if any were necessary. |
For the avoidance of doubt it is being clarified that no interest shall be paid for a delay in paying the linkage differentials, if the delay is caused because of the bill correction.
| (-) Signed | (-) Signed | |
| T h e T e n a n t | T h e L a n d l o r d |
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[TRANSLATED FROM THE HEBREW]
Appendix “B” To Tenancy And Management Agreement
Canyon Ha ta’asiya, Rosh Ha’ayin
Further to the agreements herein and as an integral part of them, it is agreed between us as follows -
| 1. | The Landlord undertakes, twice a year, to conduct a test that the elevators in the building are satisfactory. The Landlord shall give the Tenant a copy of the elevator company’s certificate that the test has been done. |
| 2. | The Landlord undertakes, once a year after the Passover holiday, to clean the outside of the premises’ windows without further payment. |
| 3. | The Landlord undertakes, two months before the commencement of the term of the tenancy, to deliver to the Tenant the area that was rented by Amital Data for the purpose of conducting renovations. The Landlord undertakes to assist in everything necessary for the performance of the work, including the possibility of work at and on unconventional times and days. The Landlord undertakes to make available to the Tenant a refuse container for the removal of waste from the area of the mall and to empty the container as necessary. The Landlord undertakes to remove from the Amital Data area all the equipment that the Tenant seeks to remove, like light fittings etc. |
| 4. | The said area shall be delivered to the Tenant in its basic standard but in satisfactory condition. The Landlord undertakes at its own expense to repair the plumbing and electricity systems and other systems if found defective within seven days. Before the delivery date delivery minutes shall be drawn up by the parties. |
| 5. | It is agreed between the parties that at the end of the term of the tenancy the tenancy may dismantle the improvements made by it in the Amital Data unit, save for ceiling, floor, air-conditioners, light fittings, electricity system and anything permanently affixed, the dismantling of which might affect the completeness of the building and cause damage to the building. |
| 6. | The Landlord undertakes to increase supervision of the car park by installing closed circuit TV cameras linked to the guard who is permanently stationed at the gate. |
| 7. | The Landlord undertakes to make available to the Tenant the use of the generator that serves as an emergency generator for the elevators and emergency lighting of the building where the premises are located. The generator shall serve the Tenant throughout the term of the tenancy in consideration for payment of NIS 1,000 per month. The Landlord undertakes to arrange for the maintenance of the generator and for it to be kept in satisfactory order. |
The Tenant may stop using the generator on 10 days advance written notice.
| 8. | The Landlord grants the Tenant a right to place in the building, adjacent to the area let, a generator in addition to the existing one. For the avoidance of doubt, it is expressed that should the Tenant wish to install an additional generator it shall purchase it at its own expense and bear all the expenses involved in its installation, including its connection. It is agreed between the parties that should an additional generator be |
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| installed in the area of the building, the Landlord shall arrange for the routine maintenance of the additional generator should it be requested to do so by the Tenant in consideration for additional payment. |
| 9. | The Landlord undertakes, once a year, to conduct a test that the generator is satisfactory and to give a copy of the certificate to the Landlord. |
| 10. | The parties agree that the use to be made by the Tenant of the area of 287 sq.m. that was occupied by Infogen, in the first year of the tenancy, namely until February 28, 2006, shall be only partial use for the following purposes: a lecture hall, employee assemblies, server room. |
It is agreed that should the Tenant wish to use the said area in the first year of the tenancy for other purposes, it shall have to obtain the management company’s permission.
For the avoidance of doubt, it is expressed that the restriction mentioned above in this clause shall only apply in the first year of the tenancy and that as of march 1, 20065 the Tenant may make use of the said area for any purpose within the object of the tenancy.
| 11. | The parties agree that the management fees payable by the Tenant to the Landlord in 2005 shall be the shekel equivalent of $ 1.5 per sq.m., plus VAT. The management fees shall be computed at the representative rate of exchange of the dollar known at the time of actual payment. The parties agree that the management fees that will be payable by the Tenant to the Landlord from 2006 shall be the same as the management fees paid by the other tenants of the mall, provided that they shall not exceed $ 1.5 per sq.m., plus VAT. |
| 12. | It is agreed between the parties that the Tenant may sublet the area of the premises or part thereof subject to giving prior notice to the Landlord. The Landlord shall have a right of pre-emption to take such a sub-lease. |
| 13. | Parking Spaces |
| 13.1 | The parties agree that the parking spaces that are currently being rented by the Tenant and located on the west side of the roof shall be replaced by parking spaces on the east side that belonged to Amital Data. |
| 13.2 | It is agreed between the parties that the Tenant shall rent additional parking spaces from the Landlord so that the total available to the Tenant will be 73 parking spaces, as marked on the parking space plan annexed hereto. |
| 13.3 | The Tenant shall pay the Landlord the sum of NIS 255 plus VAT for each parking space. In total the Tenant shall pay the Landlord the sum of NIS 18,615, plus VAT for 73 parking spaces. |
| 13.4 | The parties agree that the Tenant may announce the parking spaces’ change on 30 days’ prior notice. The Tenant may also terminate the contract in respect of the parking spaces on notice as aforesaid. Any amendment as regards the parking spaces or their location shall be made in writing and signed by the parties. |
| 13.5 | The parties shall sign a parking space plan. |
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| 14. | In the event of a discrepancy between the provisions of this appendix and the provisions of the tenancy agreement, the provisions of this appendix shall prevail. |
| (Signed and stamped) | (Signed and stamped) | |
| Lui Construction & Development Co. Ltd | Verisity Ltd |
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[TRANSLATED FROM THE HEBREW]
LUKI CONSTRUCTION & DEVELOPMENT CO. LTD
Haifa
20th February 2005
Verisity Ltd
8-10 Hamlacha Street
Rosh Ha’ayin
Dear Sirs,
Tenancy Agreement Of 31st January 2005
Further to the tenancy agreement herein and for the sake of good order, we set out in writing what has been agreed between us, according to which the tenancy agreement will be amended in the following way -
The third paragraph of clause 16 shall be replaced by a paragraph in the following terms: “It is agreed between the parties that the Tenant may bring this agreement to an end without the payment of compensation and/or a penalty if a receivership or winding-up application is filed against the Landlord or an order to wind it up is awarded or a temporary or permanent liquidator is appointed for it and the relevant order or appointment is not set aside within 45 days of being awarded and/or the application has not been struck out and/or dismissed within 120 days of being filed, whichever is the earlier of the two”.
Clause 24 shall be replaced by a clause in the following terms: “In addition to any provision in accordance with the law or in this agreement, the Landlord may terminate the agreement if a receivership or winding-up application is filed against the Tenant or an order to wind it up is awarded or a temporary or permanent liquidator is appointed for it and the relevant order or appointment is not set aside within 45 days of being awarded and/or the application has not been struck out and/or dismissed within 120 days of being filed, whichever is the earlier of the two”.
The rest of the agreement’s provisions shall be unchanged.
Please confirm the aforegoing at the foot of this letter.
Yours faithfully,
| (Signed) |
| Luki Construction & Development Co. Ltd |
We confirm the aforegoing
| (Signed and stamped) |
| Verisity Ltd |
