EXHIBIT 10.1
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
▇▇▇▇▇▇▇▇▇▇ ▇▇-▇▇ 1
Condition The premises and associated spaces are leased, if not otherwise
& Use of specified, in existing condition
Premises and to be used as STORAGE
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 1 116
Appendix
X Extent of the leased premises has been marked on the appended drawing(s) 1
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__ Access for __place __ place for sign cabinet/ parking space(s) garage space(s)
vehicle loading vending machine for for
and unloading __ car(s) __ car(s) __outbuilding
Furnishings The premises are leased
X without furnishing specifically Appendix
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designed for the activities Upon the Appendix termination of the
__ with furnishings specifically lease contract, the tenant shall
designed for the activities according to Appendix if not otherwise agreed, remove
furnishings belonging to him
and restore the premises to
Contract From To acceptable condition
Period 1 APRIL 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
34,800 per year represents__total rent marked below X rent excl. supplements
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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 __Landlord __Tenant X Year round __Not at all
and Hot Water ---
X Fuel/heat supplement xxxxxxxxxxxxx included Appendix
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Water/Sewage __ Water/sewage supplement charged according to appended clause Appendix
Cooling/ __ Costs for operation of special cooling and ventilation equipment compensated for as per appended clause
Ventilation
Electricity __ Included in rent X Tenant has own subscription
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charged with the rent at SEK 15 per m/2 /(reduced electricity fee due to the use of the premises)
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Cleaning of
Stairwells __Included in rent __Administered and paid for by tenant
Wrapping and
Rubbish Administered and paid for by the tenant
Collection __ Included in rent __ (however, the landlord shall supply rubbish
containers and the necessary rubbish room
Removal of
Snow and __ Included in rent __Administered and paid for by tenant
Sanding
Property Tax __Included in rent X Compensation shall be paid according to separate Appendix
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. The tenant shall pay, in
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Added Tax 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.
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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
Payment with the Swedish law on interest on late payments 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
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provide for those measures 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
Marquees, under the condition that the landlord does not have reasonable grounds upon which to refuse permission and provided
Windows that the tenant has obtained the necessary permit from the appropriate authority. Upon removal from the premises, it
Doors, etc. is the obligation of the tenant to restore the building facade to acceptable condition.
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 __ 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
Conditions Appendix
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.
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Place/date Place/date
STOCKHOLM, 2 MAY 1997 STOCKHOLM, 2 APRIL 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
regarding the tenant agrees to 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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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 34,800 shall
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100 % or SEK 34,800 constitute the base rent. During the lease
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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, 2 May 1997 Stockholm 2 April 1997
Landlord Tenant
LANSFORSAKRINGSBOLAGENS AB INDUSTRIMATEMATIK AB
c/o Lansfastigheter HB
(Signature) Tenant
▇▇▇▇ ▇▇▇▇▇▇▇▇ (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇'s own notes regarding the base figure:
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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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