EXHIBIT 10.2
SWEDISH PROPERTY OWNERS ASSOCIATION LEASE CONTRACT
FOR COMMERCIAL PREMISES
No. ▇▇▇▇-▇▇▇▇-▇
The undersigned have this day entered into the following lease contract. A tick
indicates that the text following the box applies.
Landlord LANSFORSAKRINGSBOLAGENS AB
Tenant INDUSTRIMATEMATIK AB Personal/Organisation No. 556102-7680
Address Municipality District/City property
of Premises STOCKHOLM KAKENHUSEN ▇▇
▇▇▇▇▇▇ Floors Flat/Suite Number
▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ 5,7,8,9
Condition The premises and associated spaces are leased, if not otherwise
& Use of specified, in existing OFFICES
Premises condition and to be used as
Size and Shop space on Office space on Warehouse area on Other spaces
Extent of Floor m /2/ Floor m/2/ Floor m/2/ Floor m /2/
Premises APPROX. 4,980 M/2/
Appendix
X Extent of the leased premises has been marked on the
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appended drawing(s) 1
__ Access for __place for sign __place for sign cabinet/ parking space(s) garage space(s)
vehicle loading vending machine for for A SEK 2,000 SPACE/MONTH
and unloading __ car(s) X 32 car(s) __outbuilding
Furnishings The premises are leased
X without furnishing specifically Upon the termination of the Appendix
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designed for the activities lease contract, the tenant shall
__ with furnishings specifically if not otherwise agreed, remove
designed for the activities according to Appendix furnishings belonging to him
and restore the premises to
acceptable condition
Contract From To
Period 1 OCTOBER 1997 30 SEPTEMBER 2000
Cancellation Notice of intent to cancel this prior to the expiration of the contracted lease; otherwise
& Extension contract shall be given in writing at least 9 months the contract shall be extended by 3 years each time
Rent Kronor
9,768,000 per year represents__total rent X rent excl. supplements marked below
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Index clause X Changes to the above stated rent shall occur in accordance with the appended index clause
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Appendix 2
Costs of The necessary heating of the premises shall be provided by Hot water shall be supplied
Heating X Landlord __Tenant X Year round __Not at all
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and Hot Water
X Fuel/heat supplement xxxxxxxxxxxxx included Appendix
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Water/Sewage X Water/sewage supplement XXXXX included Appendix
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Cooling/ X Costs for operation of XXXX ventilation equipment XXXXX included
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Ventilation
Electricity __Included in rent X Tenant has own subscription
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1
Cleaning of
Stairwells X Included in rent __Administered and paid for by tenant
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Wrapping and NORMAL OFFICE RUBBISH
Rubbish Administered and paid for by the tenant BULKY
Collection X Included in rent X (however, the landlord shall supply rubbish containers and
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the necessary rubbish room
Removal of
Snow and X Included in rent __Administered and paid for by tenant
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Sanding
Property Tax __Included in rent X Compensation shall be paid according to Appendix
separate agreement
3
Unforeseen
Expenses In the event that, subsequent to the signing of the contract, unforeseen cost
increases arise for the property based upon:
a) introduction or increase of tax, fees or charges applied specifically to the property decreed by the Parliament,
Government, Municipality or Authority.
b) general construction/renovation measures or similar upon the property, which do not solely
reflect the premises and which the tenant is obliged to perform as a result of decree by the Parliament, Government,
Municipality or Authority
the tenant shall simultaneously to the cost increase taking effect pay compensation to the landlord for that share of
costs attributable to the leased premises of the total annual cost increase for the property.
The share attributable to the leased premises is 46.3 per cent (if no percentage is indicated, it shall be calculated
relative to the current rents generated by the property at the time the cost increase occurs).
Tax as used above does not refer to VAT and property tax to that extent that compensation for such is paid in
accordance with the separate agreement above.
Compensation shall be paid in accordance with the rules on payment of rent indicated below.
Value X The property owner/landlord is obliged to pay VAT for the rental of the premises.
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Added Tax The tenant shall pay, in addition to the rent, the applicable VAT on each occasion.
(VAT)
___ If the property owner/landlord, upon decree by the Tax Board, becomes obliged to pay VAT for the rental of the
premises, the tenant shall pay, in addition to the rent, the applicable VAT on each occasion.
That which is paid simultaneously with the rent shall be calculated upon the indicated rental amount plus, in
accordance with the applicable regulations upon each occasion for VAT levied upon rent and upon in the in each case
applicable supplemental amounts charged and other compensation according to the lease contract, in accordance with
the regulations for VAT in effect upon each occasion.
2
10.2
INDEX CLAUSE Appendix No. 2
FOR COMMERCIAL PREMISES
See reverse for explanations
Refers to Lease Contract No. Property
▇▇▇▇-▇▇▇▇-▇ Kakenhusen 25
Landlord Lansforsakringsbolagen AB
Tenant IndustriMatematik AB
Clause Of the rental amount indicated on the contract of SEK 9,768,000
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shall 100% or SEK 9,768,000 constitute the base rent. During the
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lease period and based upon changes in the Consumer Price Index
(total index with 1980 as base year, a supplement to the rental
amount shall be charged as a certain percentage of the base rent
according to the grounds indicated below.
For lease agreements which begin during the period between 1
January and 30 January, the base rent is regarded as having been
adapted to the index figure for the month of October of the
previous year.
For lease agreements which begin anytime during the period of 1
July to 31 December, the base rent shall instead be regarded as
adapted to the index figure for the month of October of that same
year.
The index figure of the month of October to which the base rent
is adapted in accordance with the above constitutes the base
figure insofar as not otherwise agreed in accordance with the
following through the indication of a specific year.
Otherwise agreed base figure, namely the index figure for the
month of October of 1996 (255.9).
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In the event that the index figure upon the next following month
of October rises by at least three (3.0) points relative to the
base figure, a supplement shall be charged at that percentage at
which the index figure has changed relative to the base figure.
From that point forward, a supplement shall be charged relative
to the index changes, with changes in the rent calculated on the
basis of the changes, expressed as a percentage, between the base
figure and the index figure for the respective month of October.
In order for a change in the rent to take place in future, the
index for a month of October must go up or down by at least three
(3.0) points relative to the index figure which was in effect
upon the last occasion upon which the rent was changed in
accordance with this clause.
The rent in effect shall, however, never be set at an amount
lower than that rent amount given on the contract. Changes in the
rent shall always take effect on the first day of January
following the recalculation consequent to the October index.
Signature Place and date Place and date
Stockholm, 28 January 1997 Stockholm 17 January 1997
Landlord Tenant
LANSFORSAKRINGSBOLAGENS AB INDUSTRIMATEMATIK AB
c/o Lansfastigheter HB (Signature)
(Signature)
▇▇▇▇ ▇▇▇▇▇▇▇▇
Tenant
▇▇▇▇▇▇▇▇'s notes regarding the base figure:
3
Payment of Rent shall be paid in advance and without demand upon the last weekday of each Post giro No. Bank giro No.
Rent X Calendar quarter ___ Calendar month via deposit to: 5885-8440
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Interest If rent is paid laid, the tenant shall pay interest in accordance with the Swedish law on interest on late payments
Payment and shall pay compensation for written payment reminders in accordance with the law on compensation
Reminders for the costs of collection of debt, etc. Compensation for reminders shall be paid at the amount in effect upon each
occasion in accordance with the law on compensation for the costs of collection of debt, etc.
Maintenance,
etc. __ The landlord shall perform and pay for necessary maintenance The tenant shall however: Appendix
of the premises and any furnishings provided by him.
X The tenant shall perform and pay for the necessary interior In addition, tenant's maintenance duties include:
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maintenance of surfaces including floors, walls and ceilings Appendix
and of furnishings provided by the landlord.
__Allocation of responsibility for maintenance is in accordance with separate appendix. Appendix
The tenant does not have the right to a reduction of the rent for obstructions or damage under his rights of usufruct
during that time that the landlord causes to be performed customary maintenance of the property or the leased
premises. It is, however, the obligation of the landlord to notify the tenant in good time of the nature and extent
of the work to be performed as well as where and during which period the work shall be carried out.
In the event that the lease is for shop premises/workshop premises with activities that are dependent upon access to
the premises by the lessee's customers, the clause shall be valid only upon specific agreement between the parties.
It is the obligation of
__the landlord X the tenant to under his own liability and at his own cost provide for those measures
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which may be required by insurance companies, the Building Board,
Environmental or Health Protection Agencies, the Fire Brigade or any other
official agency for the intended use of the premises. The tenant shall
consult with the landlord before any such measures are taken.
If the tenant, without obtaining the required building permit, makes changes to the premises and the landlord is
consequently forced according to the regulations of the Swedish Planning and Building Act to pay building fees or
extra building penalty fees, the tenant shall pay the equivalent amount to the landlord.
Signs, The tenant has the right, following consultation with the landlord, to set up signs customary for his activities
under the condition that the landlord does not have reasonable grounds upon which to refuse permission and provided
▇▇▇▇▇▇▇▇, that the tenant has obtained the necessary permit from the appropriate authority. Upon removal from the premises,
Windows, it is the obligation of the tenant to restore the building facade to acceptable condition.
Doors, etc. Upon more comprehensive property maintenance such as renovation of the facade, it is the obligation of the tenant to
remove signs, marquees and antennae before the work begins and replace them afterward at his own expense and without
any compensation thereto.
The landlord hereby agrees not to install vending machines or sign cabinets on the external walls to those premises
leased by the tenant without the permission of the tenant and also provides the tenant with the option right to
install vending machines and sign cabinets on the walls in question.
__ the landlord X the tenant is responsible for damage caused to display windows, entry doors and signs.
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Locks It is the obligation of
__ the landlord X the tenant to equip the premises with such locks and theft-protection devices that are
required in order for the tenant's business or company insurance to be valid.
Force
Majeure The landlord refuses to accept liability for fulfilling his part of the contract and from the liability to pay
compensation if he is unable to perform any or all of his contractual duties or if such can only be performed at an
abnormally high cost due to war or civil unrest, due to work stoppage, blockade, fire, explosion or actions by public
authorities over which the landlord has no control and could not predict.
Security For this contract to be valid, security in the following form is required:
__Bank guarantee __Surety __ submitted no later than Appendix
Special APPENDIX 4. SPECIAL REGULATIONS, CONSTRUCTION/INSTALLATION WORK
Conditions THE TENANT HAS THE RIGHT AS OF 31 MARCH 1999 (OR UPON ANOTHER DATE AGREED BETWEEN THE PARTIES) TO MOVE FROM THE
PREMISES AFTER THE OBSERVANCE OF A TWELVE (12) MONTHS PERIOD OF NOTICE OF INTENT TO CANCEL THE CONTRACT.
4
Signature This contract, which cannot be inscribed without specific approval,
has been drawn up in two identical copies, of which each party to the
agreement has taken one. Any previous agreements between the parties
with regard to the premises referred to herein shall cease to be
valid upon the date that this contract takes effect.
Place/date Place/date
STOCKHOLM, 1 JANUARY 1997 STOCKHOLM, 17 JANUARY 1997
Landlord Tenant
LANSFORSAKRINGSBOLAGENS AB INDUSTRIMATEMATIK AB
C/O LANSFASTIGHETER HB
(SIGNATURE) (SIGNATURE)
▇▇▇▇ ▇▇▇▇▇▇▇▇
Scope of Based upon the agreement entered into upon this day, the contract
Agreement shall cease to be valid as of upon which day the tenant agrees to
regarding vacate the premises
removal
Place/date Landlord Tenant
Transfer This lease contract is transferred as of
to
Vacating tenant Assuming tenant Personal/Organisation No.
Transfer
approved Place/date Landlord
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EXPLANATIONS
1.
Whether the entire rent or a certain percentage thereof shall be index-adjusted
is a matter for negotiation and can depend upon the other terms of lease (such
as the size of the rent in SEK/m2 and year as well as other obligations which
devolve upon the tenant, etc.).
2. BASE FIGURE
The index figure for the October month for which the base rent is considered to
be adapted shall make up the base figure, insofar as not otherwise agreed
through the indication of year (see the conditions on the opposite page). Under
current conditions, the October index will become known around 20 November. The
base figure is given as reported by SCB, i.e. with one decimal.
3. OCCASIONS OF COMPARISON
Comparison between the index figures occurs as soon as the October index has
become known. To avoid adjustments upon very insignificant changes in the index,
the clause is based upon the premise that the index figure must have changed by
at least three (3.0) points.
4. THE CHANGE EXPRESSED AS A PERCENTAGE
The percentage from which the index figure has risen can be calculated according
to the following formula:
X = A - 100 where X = the percentage figure sought
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B where A = the number of points (with one decimal) by which the
index figure has risen
where B = the base figure (with one decimal)
Calculation of the index difference is done with one decimal. The percentage
figure sought (X) is rounded off to the nearest whole number. The supplemental
charge thus calculated is rounded off to an even amount of Swedish kronor.
5. FIRST RECALCULATION OF THE RENT
For the clause to be applied for the first time requires that the index figure
for any October month has risen by at least three (3.0) points relative to the
base figure.
6. FURTHER RECALCULATIONS OF THE RENT
It is also required in future, for a recalculation of the rent to occur, that
the index figure again changes by at least three (3.0) points relative to the
base figure.
7. EXAMPLES OF APPLICATION OF THE CLAUSE
The contract was signed in December 1993. The new rent began to apply on 1 June
1994 and the base rent is SEK 75,000. The index for October 1993 makes up the
base figure; it was 245.2
October 1994
Assumed Index Figure 252.6 The index figure is 7.4 points higher than the
base figure of 245.2. Using the formula given
under Point 4, the increase is calculated and
expressed as a percentage with the following
method:
X = 7.4 - 100 ; X rounded off = 3
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245.2
From 1 January 1994, a supplementary charge of
SEK 2,250 is added to the base rent.
If the new rent of SEK 75,000 were to instead
begin to apply from 1 September 1994, the index
for October 1994 would make up the base figure
and the rent can be changed only from 1 January
1996.
October 1995 The index figure has risen by 6.5 points relative
to the index figure that preceded
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Assumed Index Figure 259.1 the recalculation of the rent. The index figure
is 13.9 points higher than the base figure. The
increase expressed as a percentage becomes,
according to the formula:
X = 13.9 - 100 ; X rounded off = 6
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245.2
From 1 January, the supplementary charge added to
the base rent becomes SEK 4,500.
October 1996
Assumed Index Figure 261.6 No change takes place because the index figure
rose by only 2.5 points relative to the index
figure that last preceded the recalculation of
the rent (259.1).
October 1997
Assumed Index Figure 258.5 No change occurs. The index figure has gone down
only by 0.6 points relative to the index figure
that last preceded the recalculation of the rent
(259.1).
October 1998
Assumed Index Figure 270.4 The index figure has now risen by 11.3 points
relative to the index figure that last preceded
the recalculation of the rent (259.1). The index
figure is 25.2 points higher than the base
figure. A new recalculation of the rent shall
thus be done. Relative to the base figure, the
index figure has no risen by 25.2 points, i.e.,
rounded off to 10%. The supplementary charge
above the base rent thus becomes SEK 7,500.
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PROPERTY CLAUSE
FOR COMMERCIAL PREMISES Appendix No.
3
For Lease Contract No. Property
▇▇▇▇-▇▇▇▇-▇ Kakenhusen 25
Landlord Lansforsakringsbolagens AB
Tenant IndustriMatematik AB
Clause Applicable alternatives are marked with a tick in the box and the
addition of the necessary information.
To that extent that those parts of the property which are made up of
commercial premises become/are subject to property taxation, the
tenant shall pay to the landlord compensation thereto, simultaneously
with payment of the rent in accordance with the alternatives marked
below.
X The tenant shall, in addition to the rent amount indicated on the
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contract, pay compensation for his share of the applicable property
taxes in effect for commercial premises. The tenant's share shall be
46.3 per cent.
In accordance with the regulations that are known at the time that
the contract is signed, the compensation that shall be paid by the
tenant at the beginning of the lease period is:
SEK 954,025
__ Compensation for the running share of the property taxes for
commercial premises is included in the rent amount indicated on the
lease contract and is SEK________ at the time that the contract is
signed.
The premises' share of property tax for commercial premises shall be
considered as ______ per cent. The tenant shall pay compensation for
his share of, subsequent to the signing of the contract, occurring
changes (regardless of the reasons thereto) of the property tax for
commercial premises to that extent that the tax exceeds the
compensation amount included in the rent.
In the event that the property tax is reduced or ceases to be levied
so that the tenant's share is less than the compensation which
according to the above is included in the rent amount as indicated on
the contract, the rent shall be paid at the least original amount. In
this manner, other clauses extant to the contract (e.g. index clause)
mean that the total rent amount to be paid by the tenant to is/may be
higher than the total rent given in the contract.
The tenant's share indicated above which shall remain unchanged for
the duration of the lease period has been calculated according to the
following:
The explanations included on the reverse apply to the contract.
Signature Place/date Place/date
Stockholm, 28 January 1997 Stockholm 17 January 1997
Landlord Tenant
LANSFORSAKRINGSBOLAGENS AB INDUSTRIMATEMATIK AB
c/o Lansfastigheter HB (Signature)
(Signature)
▇▇▇▇ ▇▇▇▇▇▇▇▇
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EXPLANATIONS
1.
The clause was formulated in June 1995, i.e. before that point in time (normally
1 January 1996) from which property tax applies for commercial premises. The
clause therefore is therefore written in such a way that it can be introduced
into contracts signed before tax is charged as well as in contracts for which
tax has in fact been charged.
2.
Payment shall constitute compensation for increased management costs regardless
of whom is in fact subject to taxation. Normally, the property owner/landlord is
the entity subject to taxation. If a partnership company is the property
owner/landlord, the partners are under current law subject to taxation. The
supplementary charge shall however be paid to the landlord.
3. According to 19 (S) of the Swedish Housing Act, the rent shall, with some
exceptions, be the amount stated on the lease contract. If the lease period is
limited and for at least three years, reservations also apply that say that the
rent shall be charged at an amount determined according to "another basis of
calculation" e.g. index adjustment. This also means that the lease period must
be determined and for a minimum of three years for the landlord to be able to
receive compensation for property tax at an amount which may vary according to
the changes in taxation. Furthermore, the basis of calculation must be given in
the contract. The clause provides therefore that the parties indicate how great
a share of the tax shall be paid for by the tenant.
According to the regulations applicable at the time this clause was written, tax
is made up of a certain percentage of the assessed value of commercial premises
(both land and buildings). This information is reported on the notice of
taxation. The tenant's share of the tax for the premises can be determined as
the relationship between the area leased by the tenant and the lettable
commercial premises are within the property or as the relationship between the
tenant's rent and the total rents for commercial premises in the property.
The method of calculation becomes a matter for negotiation between the parties.
Other bases for calculation may also be employed. For the sake of simplicity,
however, the tenant's share can remain unchanged for the duration of the lease
and therewith independent of, among else, how tax may in future be calculated or
any changes that may occur in the rental position.
It is appropriate to in a place set aside for the purpose indicate how the share
attributed to the premises was calculated. If this information is not entered,
however, it shall not invalidate the agreements. There may be found different
buildings with different valuation years on one property as well as different
types of taxation units (single family home unit, multifamily dwelling unit,
industrial unit and special unit). The tax for which the tenant shall pay
compensation shall reflect solely that building in which the leased premises are
situated. By building is meant normally each building structure. The necessary
information can be collected from the information associated with decisions on
general taxation that is given to the property owner by the tax authorities.
Property owners who have difficulty in calculating the tenant's share should
contact their property owners' association for assistance.
Fill in tenant's share!
4. The clause contains two alternatives. In the first, compensation for tax is
charges as a supplementary charge "on the side" of the rent amount given in the
contract. If the tax is no longer levied, the supplement is also no longer
levied, automatically. The other alternative provides that the parties are in
agreement about whether compensation for the tax applicable at the time shall be
included within a determined rent amount. If the tax is raised, regardless of
reason, (e.g. increased taxation percentage, increased assessed value, etc.),
the tenant shall however pay compensation for the increased costs. If the tax
disappears, the rent returns to the original amount, i.e. the agreed rent (which
includes compensation for the tax applicable from the beginning which has now
ceased to be levied). Naturally, the tenant shall still pay any other applicable
supplementary charges such as those for index changes, changes in the cost of
fuel, etc.
5. To that extent to which the tenant shall pay supplementary charges for
property tax, the supplementary charge should be separately accounted for on the
notice to pay rent.
6. ▇▇▇▇ the chosen alternative with an X. The tenant's share as well as the
current amount is indicated with the chosen alternative. Indicate further how
the tenant's share was calculated.
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