COMMERCIAL SUBLEASE AGREEMENT
THIS COMMERCIAL SUBLEASE AGREEMENT (the "Agreement") is entered into on this 31
day of December 2002 by and between ▇▇▇▇▇▇.▇▇▇
Israel (1999) Ltd., an Israeli company, Reg. No. 512856204 (the "Lessor") and
Zone4Play Ltd., an Israeli company, Reg. No. 513131094 (hereinafter "the
Lessee").
WHEREAS, the Lessor is the tenant and has the sole right of possession of office
space on the 1st floor of the building at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (the
"Building"), in an area of 370 sq. m., (hereinafter the "Leased Premises"); and
WHEREAS, the Leased Premises Include office space in an area of 244 sq. m.
WHEREAS, the Lessor has agreed to an unprotected sublease to the Lessee, and the
Lessee has agreed to an unprotected sublease from the Lessor, the Subleased
Premises for Lessee's use as an office, along with right of use of public areas,
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, IT HAS BEEN DECLARED AND AGREED BY THE PARTIES
HERETO AS FOLLOWS: -
1. The preamble to this Agreement forms an integral part thereof.
2. The parties declare that it is their intention to create a sublease which
is not protected by the terms of the Law for the Protection of Tenants
(Consolidated Version), 1972, or any other law that substantially replaces
or amends such law or otherwise relates to the protection of tenants, and
the Lessee declares that at the end of the Sublease Period (as defined
below) Lessee will vacate the Subleased Premises, subject to any renewals
or extensions hereunder.
Premises and Term of Sublease
3. The Lessor hereby subleases the Subleased Premises to the Lessee for a
term of one (1) year, commencing on September 1st, 2003 and ending on
August 31st, 2004 (the "Term"). Lessee shall also have a right hereunder
for the benefit of Lessee, its employees, agents and invitees: (a) for
access to and from the Subleased Premises through and over the Leased
Premises adjoining the Subleased Premises; (b) to use those parts of the
Leased Premises designated for general use, including but not limited to
the entrance, waiting room, kitchen, toilets, and (with prior notice)
conference room, in accordance with their accepted use; and (c) to use
areas of the Building available for general use by owners, tenants and
third parties, including lobbies, hallways, elevators, stairways and
unrestricted parking areas, if any, subject to the terms of the Lessor's
lease agreement relating to the Leased Premises.
4. The Lessee acknowledges that the Lessor has made improvements to the
Subleased Premises, including the installation of fixtures, furniture and
equipment. The Lessee shall have a right to use such improvements for the
Term of this Agreement. At the end
of such Term, the Lessee shall return all such property to the Lessee in
good order and repair, subject to reasonable wear and tear.
5. The Lessee shall have an option to extend the Term of this Agreement, with
any modifications agreed between the parties, for an additional period of
one (1) year, commencing on September 1st, 2004 and ending on August 31st,
2005. Written notice of exercise of such option by the Lessee shall be
delivered to the Lessor no later than sixty (60) days prior to expiration
of the Term.
Possession
6. The Lessor shall transfer possession of the Subleased Premises to the
Lessee on the first day of the Term hereof. At the end of such term or
upon termination of this Agreement for any reason, the Lessor shall resume
possession of the Subleased Premises, including all of the improvements
referred to in Section 4 hereof and any additional improvements to the
Subleased Premises made during the Term. Lessee shall surrender possession
of the Subleased Premises and all improvements thereto in good condition
and repair, subject to reasonable wear and tear.
Rent
7.
a. The Lessee shall pay to the Lessor a monthly rent (the "Rent")
for the Subleased Premises equal to 6,000 New Israeli Shekels
("NIS"). The Rent includes any management fees or other fees
or payments payable with respect to the Subleased Premises
under the terms of the Lease Agreement of the Lessor relating
to the Leased Premises.
b. Payment of Rent shall be made quarterly upon presentation of
an invoice by the Lessor to the Lessee and shall include any
applicable VAT.
c. The parties represent and warrant that the obligation to make
payments pursuant to this Section 7 constitutes a fundamental
condition of this Agreement, and if the Lessee fails to make
any such payment within seven (7) days of the due date of such
payment, such failure shall constitute a fundamental breach of
this Agreement.
Additional Payments
8. The Lessee shall also pay to the Lessor a monthly amount equal to 1,100
NIS for property tax, a monthly amount equal to 1,000 NIS for janitorial
services, and a monthly amount equal to 2,000 NIS for electricity use.
Payments due under this Section 8 shall be made quarterly upon
presentation of an invoice by the Lessor to the Lessee and shall include
any applicable VAT.
Condition, Use of Subleased Premises
9. The Lessee acknowledges that Lessee has examined and knows the condition
of the Subleased Premises and has received the same in good order and
repair and agrees:
a. To use the Subleased Premises only as an office for the
conduct of business;
b. To maintain the Subleased Premises in good condition and
repair at the Lessee's own expense, except for repairs which
are the duty of the Lessor;
d. To perform, fully obey and comply with all ordinances, rules,
regulations and laws of all public authorities relating to the use
of the Subleased Premises; To surrender possession of the Subleased
Premises at the end of the Term hereof in good condition and repair,
subject to reasonable wear and tear;
e. Not to make any occupancy or use of the Subleased Premises contrary
to law or contrary to any directions, rules, regulations, regulatory
bodies or officials having jurisdiction or which shall be injurious
to any person or property;
f. Not to permit any waste or nuisance;
g. Not to use the Subleased Premises for living quarters or residence;
h. Not to transfer possession or sublease the Subleased Premises or any
of Lessee's rights under this Agreement or portion thereof; and
i. Not to make any improvement, change, addition or alteration in the
Subleased Premises or any part thereof, and not to install any
fixture without the Lessor's prior written consent.
Right of Re-Entry
10. The Lessor shall have the right, by itself or agent or with others, to
enter the Subleased Premises at any reasonable time to examine or exhibit
them, to make such repairs or alterations as shall be deemed necessary for
safety and preservation of the Leased Premises or for any purpose related
to fulfilling or facilitating the performance of the Lessor's obligations
hereunder, or for any other purpose that does not materially diminish the
Lessee's enjoyment or use of the Subleased Premises.
Default
11. Each of the following shall be deemed an event of default:
a. Default in the payment of Rent or other payments hereunder.
b. Default in the performance or observance of any covenant or
condition of this lease by the Lessee to be performed or
observed.
c. Abandonment of the premises by the Lessee.
d. The filing or execution or occurrence of: (i) filing a
petition in bankruptcy by or against the Lessee; (b) filing a
petition or answer seeking a reorganization, arrangement,
composition, readjustment, liquidation, dissolution or other
relief of the same or different kind; (c) adjudication of the
Lessee as a bankrupt or insolvent: or insolvency in the
bankruptcy equity sense; (d) an assignment for the benefit of
creditors whether by trust, mortgage, or otherwise; (e) a
petition or other proceeding by or against the Lessee for, or
the appointment of, a trustee, receiver, guardian, conservator
or liquidator of the Lessee with respect to all or
substantially all its property; or (f) a petition or other
proceeding by or against the Lessee for its dissolution or
liquidation, or the taking of possession of the property of
the Lessee any governmental authority in connection with
dissolution or liquidation.
12. In the event of an act of default with respect to any provision of this
Agreement, the non-defaulting party may, at its option, in addition to any
other remedy or right given hereunder or by law, provide to the defaulting
party written notice of such default. If the defaulting party fails to
cure such default within twenty-five (25) days of receipt of such notice
of default, the non-defaulting party shall have the right to terminate
this Agreement by providing written notice to the defaulting party. The
foregoing shall not operate to exclude or suspend any other remedy of the
Lessor for breach or for the recovery of Rent for the full Term.
Termination
13. Upon termination of this Agreement for any reason, the Lessor may enter
forthwith. without further demand or notice to the Lessee, and resume
possession of the Subleased Premises. In no event shall such re-entry or
resumption of possession or reletting as hereafter provided be deemed to
be acceptance or surrender of this lease or a waiver of the rights or
remedies of the Lessor.
Modification
14. Any modification or amendment of this Agreement shall be in writing and
shall be executed by all parties.
Assignment
15. The Lessee hereby agrees not to assign this lease voluntarily or
involuntarily, nor to sub-lease the Subleased Premises or any part
thereof, without the written consent of the Lessor, under penalty of
instant forfeiture of the Lessee's rights hereunder. All rights and
liabilities herein given to or imposed upon either of the parties shall
extend to the heirs, executors, administrators, successors and assigns of
such party.
Notices
16. Addresses of the parties to this Agreement are as specified in the
preamble of this Agreement. The Lessees address as stated at the head of
this agreement and from the date of delivery of occupation at the
Subleased Premises. Any notice will be deemed to have been received within
24 hours from the time of its dispatched by registered post according to
the address above.
17. The parties confirm hereby that they have read this Agreement, have
understood it, and have signed it of their free will.
IN WITNESS WHEREOF, the parties have signed herein below:
▇▇▇▇▇▇.▇▇▇ ISRAEL (1999) LTD.. ZONE4PLAY LIMITED
NAME /s/ ▇▇▇▇ ▇▇▇▇▇ NAME /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
TITLE TITLE CEO