EXHIBIT 4.1(b)
Lease Agreement between Tdsoft Ltd. ("Tdsoft") and ▇▇▇▇▇ ▇▇▇▇ and others (the
"Lessor") dated April 26, 2004 (The tenant under the lease is Tdsoft. Following
the business combination, the VocalTec employees and equipment were removed to
the area leased under this Lease Agreement).
1. SCOPE. Tdsoft leases a property of approximately 21,500 square feet in a
building located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Israel. In
addition, Tdsoft may use the shared areas in the building and create a
reception counter and signposts in such areas.
2. TERM AND TERMINATION.
2.1. The lease period commenced on April 10, 2004, and shall end on April
9, 2006 (the "Initial Period"). Tdsoft has a one-time option to extend
the Initial Period for an additional 12 months period.The option shall
be exercised automatically, unless Tdsoft provides Lessor with a
written notice of its election not to exercise the option (such notice
shall be given no later than 60 days prior to the termination of the
Initial Period).
2.2. In the event that Tdsoft materially breaches the agreement, Lessor may
terminate the agreement upon written notice. In such case, Tdsoft has
to vacate the premises within 90 days after receipt of lessor's
notice.
2.3. In the event that Tdsoft does not vacate the premises following the
expiration or termination of the lease agreement, then the Lessor
shall be entitled to a daily rent fee equal to twice the average
monthly rent fees paid in the prior year divided by 25.
3. RENT FEES.
3.1. Tdsoft pays a monthly rent fee in New Israeli Shekels equals to
$21,300, plus VAT.
3.2. The monthly rent fees are paid 3 months in advance.
3.3. Tdsoft must pay rent fees for the Initial Period and/or the option
period (if exercised) whether it uses the premises or not.
4. PERMITS. Tdsoft is responsible for obtaining all applicable permits from
the relevant authorities regarding its use of the premises. Tdsoft shall be
liable for all payments and fines in connection with its use of the
premises in the event that such use is not in accordance with the permits.
Tdsoft agreed to indemnify Lessor for any expense the Lessor incurs with
respect to the abovementioned.
5. ASSIGNMENT.
5.1. Tdsoft may allow its affiliates to use the premises.
5.2. Tdsoft may not transfer its rights under the agreement, or sublease
the premises, without the prior written consent of the Lessor, which
consent shall not be unreasonably withheld.
5.3. The alternative tenant shall pay the rent fee mentioned in the lease
agreement.
6. MAINTENANCE.
6.1. Tdsoft agreed to repair, at its expense, all defects and damages to
the premises (other than damages resulting from ordinary course use).
6.2. Tdsoft is not responsible for repairing damages caused to the
building's shared areas. Provided to that those damages weren't caused
as a result of Tdsoft actions or omissions.
7. TAXES.
7.1. Taxes, bills and tolls regarding the premises (such as municipality
taxes, electricity bills, etc.) shall be paid by Tdsoft. However,
certain taxes and tolls relating to the improvement of the building
(and not to use of the leased premises by Tdsoft) shall be paid by the
Lessor.
7.2. Tdsoft shall indemnify Lessor for damages resulting from Tdsoft's
non-payment of the abovementioned taxes, bills and tolls.
8. LIABILITIES FOR DAMAGES AND INSURANCE.
8.1. Tdsoft shall be solely liable for all damages to any person (including
damages to third parties), which result from its use of the premises.
8.2. Tdsoft is responsible to insure itself, at its expense, against such
damages and against third party claims resulting from its use of the
premises.
8.3. Tdsoft is liable for all damages to the premises (including against
damages to property located in the premises). Tdsoft is responsible to
insure itself, at its expense, against such damages.
8.4. Tdsoft agreed to add the Lessor as an additional beneficiary under the
insurance policies.
8.5. GUARANTEE. Tdsoft provided Lessor with a $150,000 bank guarantee to
secure the performance by Tdsoft of its obligations under the lease
agreement. The guarantee is deposited with a trustee. After the
trustee has been satisfied that Tdsoft did not pay the fee rate
according to the lease agreement, he shall be allowed to transfer the
guarantee to the Lessor after giving a 14 days notice to Tdsof about
his intention to do so.
8.6. DISPUTE RESOLUTION. - Any dispute, controversy or claim arising out
of, relating to or in connection with this agreement, including any
question regarding its existence, validity or termination, or
regarding to a breach hereof shall be finally settled by an
arbitration before a single arbitrator. The arbitration tribunal shall
consist of one arbitrator appointed by the parties. If the parties
fail to agree on the identity of the arbitrator, one will be appointed
by the then current chairman of the Israeli Bar. The arbitrator shall
not be bound by procedure law or rules of evidence, but will rule in
accordance with the substantive law of the State of Israel. The
execution of this agreement by the parties is deemed as an execution
of an arbitration agreement.
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8.7. RIGHT OF FIRST REFUSAL. Tdsoft has a right of first refusal to lease
from Lessor any available space in the building. The provision shall
not apply in the event of selling the building or part of it by the
Lessor.
This exhibit does not include a summary of provisions included in the lease
agreement pertaining to renovations of the premises by Tdsoft, eviction of
the premises (except as set forth in section 2.3 above), parking and
additional construction.
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