Exhibit 10.11
SUMMARY OF:
SUBLEASE AGREEMENT (office building) made
as of 24th day of April, 2012 (the “Sublease Agreement ”)
By and between Mobileye Vision Technologies
Ltd. (“Lessee”) and Orcam Technologies Ltd. (“Subtenant”)
| 1. | Under the “Unprotected Lease Agreement” made as of January 31, 2008, by and between Atirey
Yeda Ltd. and Lessee, the Lessee leased office space of, among others, 63 sqm (gross) in the 1st floor at Hartom
00 xxxxxx, Xxxxxxxxx (the “Premises” and the “Building”, accordingly). |
| 2. | Lessee sublets to the Subtenant, and Subtenant leases from the Lessee, the Premises. |
| 3. | The sublet is an unprotected sublet; the Israeli Tenants’ Protection Law (consolidated version)
1972 shall not apply. |
| 4. | The sublet shall be for 2 years, from August 2, 2010 until August 1, 2012 (the “Sublet
Period”). |
| 5. | The Subtenant has an option to extend the Sublet Period for additional 1 year (hereinafter - the “Option”
and “Extended Sublet Period” accordingly), subject to the following conditions: (i) the Subtenant provided the Lessee
with a 60 days prior written notice of its intention to exercise the Option; (ii) All the provisions of this Sublease Agreement
were fully met by the Subtenant and there was no material violation of repetitive violation of this Sublease Agreement by the Subtenant;
(iii) there are no debts owed based on this Sublease Agreement nor in respect of the subtenant’s sublet and no legal procedures
between the parties and/or between Subtenant and third parties pertaining to this sublet or resulted therefrom, exist; and (iv)
all guaranties, securities and insurances required by this Sublease Agreement were accordingly extended. |
| 6. | Notwithstanding the foregoing, at any time during the Extended Sublet Period, Lessee may terminate
this Sublease Agreement by proving Subtenant with 90 days prior written notice. |
| 7. | “Rent” shall be 1,354 NIS per month. The Rent plus VAT shall be paid by Subtenant to Lessee
per each calendar quarter, in advance and against an invoice. Each payment of Rent will be linked to the US$ representative exchange
rate, as published in the end of the precedent quarter of which the payment is done. The Rent includes also the regular services
for operating, maintaining and cleaning the building etc., which are provided by the management company which manages and operates
in the Building. Payment shall be made by 11:00 am though wire transfer or any other way instructed by the Lessee. |
| 8. | Subtenant represents that Subtenant checked the Premises, found them suitable to its needs and hereby
and waives any complaint, Subtenant waives any complaints concerning the unsuitability or defects of the Premises, apart from a
hidden defect. |
| 9. | In the event that the Subtenant vacates the Premises before the end of the Sublet Period or the Extended
Sublet Period, as applicable, not in accordance with this Sublease Agreement, as a result of Subtenant’s breach of this Sublease
Agreement and/or not as a result of Lessee’s demand to vacate the Premises, Subtenant will be charged with full Rent, with management
fee in respect of sublet Premises and with maintenance expenses to the Management Company of the Building and in any other payments
pertaining to the use of Premises, until the end of the Sublet Period, unless as long as its early vacation was not resulted out
of Lessee’s demand. |
| 10. | Subtenant shall have no right and hereby waives any claim for setoff. |
| 11. | Payments and Taxes: All taxes, fees, levies and payments for Premises generally applicable to holders
and all payments pertaining to the use of the Premises shall be paid during the Term by the Subtenant; Subtenant shall be responsible
to obtain all the licenses required for its business; payments which were not duly made will be charged |
with the
connected interest and linkage and late fines; Subtenants shall bear the costs of reconnecting to electricity, water, gas, if as
a result of late payment they were disconnected. Since there are joint infrastructure in the Building, any such disconnection may
cause the Lessee sever damage.
| 12. | The Subtenant shall fulfill applicable laws pertaining to its holding and use of the Premises, avoid
unreasonable use of the Premises and damages resulted therefrom; repair any damage on its own expenses excluding reasonable wear
and tear and if Subtenant does not do so, the Lessee shall have the right to enter into the Premises and make the required repairs,
and Subtenant shall indemnify Lessee for said costs within 7 days. |
| 13. | Subtenant shall be liable towards the Lessee and/or any other person for any and all damage, loss
of any kind as a result of this sublease or its use of the Premises resulted our of any act or omission related to the use of the
Premises by Subtenant, and shall indemnify them with their first written demand. If Subtenant does not do so, and the Lessee and/or
the owner of the Premises performed such liability instead of the Subtenant, Subtenant shall indemnify them for the same, as well
as for the expenses spent for this purpose. |
| 14. | Lesse and/or the owner of the Premises have the right to enter the Premises to examine and examine
it, and will coordinating the same with the Subtenant. |
| 15. | Subtenant may install only in the inside of the Building and in the spot designated for this purpose
only. |
| 16. | Other than changes related to electricity spots, phone lines and alarm systems, Subtenant may not
make any changed and/or reparation in the Premises without Lessee’s prior written consent. Internal changed may be done in terms
approved in advance by both Lessee and the owner of the Building, provided that they do not apply to construction and infrastructure.
All costs, including restoring costs, will be borne by Subtenant. If no such approval was obtained, Subtenant shall restore such
changes within 14 days from receiving Lessee’s demand to do so, and if Subtenant does not comply – Lessee has the right to
restore the same on Subtenant’s costs. |
| 17. | Insurance. Subtenant shall obtain an insurance policy for the Premises and its content and include
a waiver of subrogation towards the Lessee, the owner of the Building and/or the Building’s Management Company except in case of
malicious damage and shall exempt the owner of the Building and/or the Building’s Management Company from any damage covered by
the policy; a copy of the policy will be provided to the Lessee; owner of the Building and Lessee shall be beneficiaries under
the policy. |
| 18. | The premises shall be vacated at the end of the Term and/or the date of lawful termination of this
Sublease Agreement, in good shape except reasonable wear and tear; If the Subtenant fails to do so, the Lessee and/or the owner
of the Building shall have the right, without derogating any of its other right, to enter the Premises and vacate them, without
the need to obtain Subtenant’s consent, and further, instruct service providers to disconnect gas, water and electricity to the
Premises; at the time of vacating, Subtenant shall provide confirmation that all its debts were fully paid; in the event of a failure
to vacate on time, Subtenant shall pay to Lessee liquidated damages at the rate of 300% of the monthly Rent, in addition to the
amount of 1,000 NIS per each day, in addition to all other payments under this Sublease Agreement and costs and expenses resulted
from such failure. |
| 19. | A check in the amount equals to 3 months’ Rent, plus VAT, is deposited with the Lessee to insure the
performance of Lessee’s obligations, which will be returned to Subtenant at the end of the Term or extended Term as applicable,
provided that Subtenant met its all obligations. |
| 20. | The Israeli Contracts (Remedies for Breach of Contract) Law, 1970, shall apply; in the event of late
payment Subtenant shall pay maximum rate of interest as customary with Bank Leumi Le’Israel Ltd. in debitor current accounts. |
| 21. | In the event of a material breach by Sublessee, the liquidation damages shall be in amount equals
to 6 months’ Rent, that is in addition to Lessee’s right to vacate the |
| | Subtenant upon providing 10 days’ prior written notice, and in addition to Lessee’s other rights. |
| 22. | Violation of sections 4-11, 12.1, 13.2, 13.4, 15, 16.1 shall constitute a material beach of this Sublease
Agreement. |
| 23. | Lessee may assign this Sublease Agreement to others; Subtenant may not do so without Lessee’s prior
written approval. |
| 24. | The “Unprotected Lease Agreement”, shall apply to the parties hereto mutatis mutandis.
And shall govern in the event of a contradiction or discrepancy with this Sublease Agreement. |
| 25. | Any extension, discount, waiver or failure to take actions shall not be valid unless provided in writing
and were signed by the parties. Behavior will not be deemed to be a waiver unless done explicitly and in writing; Subtenant shall
have no right to register a ‘warning note’ or any other registration in relation to this Sublease Agreement; the courts in Jerusalem
shall the exclusive jurisdiction. |
A: the land extract, B: Premises
blueprint, C: the “Unprotected Lease Agreement”.
Addendum
to Sublease Agreement (Offices)
This Addendum to Sublease Agreement (offices)
(hereinafter: “Addendum”) entered into on August 1st, 2013 by and between Mobileye Vision Technologies
Ltd. from 00 Xxxxxx Xx. Xxxxxxxxx (the “Sublessor”), and Orcam Technologies Ltd. From 00 Xxxxxx Xx., Xxxxxxxxx
(the “Subtenant”)
WHEREAS on April 24, 2012, the parties
entered into a Sublease Agreement (“Sublease Agreement”), whereby the Sublessor sublet to the Subtenant approximately
63 sqm of gross office space located at the 1st floor of an office building known as “Xxxxx Xxxx” (hereinafter, accordingly,
“the Premises” and “the Building”), for a period commencing on August 2, 2010 and expiring on August 1, 2013;
WHEREAS the parties wish to extend the
Sublet Period, as well as to sublet to Subtenant additional office space in the Building, subject to the terms of this Addendum;
Therefore, in consideration of the mutual
promises and covenants hereinafter set forth, the parties agree as follows:
| 1. | The preamble constitutes an integral part of this Addendum. Unless otherwise indicated herein,
all capitalized terms herein shall have the meanings assigned to them in the Sublease Agreement. |
| 2. | It is acknowledged that Sublessor has an option to extend its lease in the Premises beyond February
28, 2014, but may choose not to do so. Therefore, it is agreed to extend the Agreement for an additional one (1) year, until
July 31, 2014 (the “Extended Term”), provided that Sublessor may terminate this Sublet at any time, upon 60-days
prior written notice to Subtenant. |
| 3. | It is agreed to sublet to Subtenant additional office space in floor 1 in the Building, as follows,
which shall be regarded as an integral part of the Premises: |
| a. | For the period commencing on August 1, 2013 and ending December 31, 2013, additional 18
sqm (i.e. total 81 sqm), gross. |
| b. | For the period commencing on January 1, 2014 and thereafter, ending at the end of the Extended
Term, additional 9 sqm (i.e., total 90 sqm), gross. |
| 4. | The Sublet Fee in section 7.1 of the Sublease Agreement will increase proportionally to the increase
in the sublet space herein, i.e., it will be calculated based on $ 21.5 per sqm., gross, per month. Notwithstanding the
foregoing, the Parties will discuss in good faith the Sublet Rent for the Premises for the period commencing after February 28,
2014. |
| 5. | This Addendum constitutes an integral part of the Sublease Agreement. Unless otherwise provided
in this Addendum, the Sublease Agreement shall apply to this Addendum and will continue in full force and effect in accordance
with its original terms through the Extended Term. |
In witness thereof, the parties have caused
this Amendment to be duly executed:
| /s/ Xxxx Xxxxxxxxx |
|
/s/ Xxx Xxxxxx |
| Mobileye Vision Technologies Ltd. |
|
Orcam Technologies Ltd. |
| By: |
Xxxx Xxxxxxxxx |
|
By: |
Xxx Xxxxxx |
|
| /s/ Xxxxxxx Xxxxx |
|
|
| Mobileye Vision Technologies Ltd. |
|
|
Amendment
to Sublease Agreement (Offices)
This Amendment to the Sublease Agreement
(offices) (hereinafter: “Amendment”) entered into on January 1st, 2014 by and between Mobileye Vision Technologies
Ltd. from 00 Xxxxxx Xx. Xxxxxxxxx (the “Sublessor”), and Orcam Technologies Ltd. From 00 Xxxxxx Xx., Xxxxxxxxx
(the “Subtenant”).
WHEREAS the parties
entered into a Sublease Agreement dated April 24, 2012, whereby the Sublessor sublet to the Subtenant approximately 63 sqm (gross)
office space located at the 1st floor of an office building known as “Xxxxx Xxxx” (hereinafter, accordingly, “the
Premises” and “the Building”), for the period commencing on August 2, 2010 and ending on August 1, 2013;
WHEREAS on August 1,
2013, the parties entered into an Addendum to the Sublease Agreement in which the Term of the Agreement was extended until July
31, 2014 and additional office space was sublet to the Subtenant (“Addendum”);
WHEREAS the parties
wish to increase the sublet fee, to extend the Extended Term for an additional year until July 31, 2015, and to provide
an option to the Subtenant to sublet additional office space in the Building, according to the terms and conditions herein;
THEREFORE, in consideration
of the mutual promises and covenants hereinafter set forth, the parties agree as follows:
| 6. | The preamble constitutes an integral part of this Amendment. Unless otherwise indicated herein,
all capitalized terms shall have the same meanings assigned to them in the Sublease Agreement or in the Addendum. |
| 7. | The Term. Provided that all the accumulative terms and conditions specified in section 6.5 of the
Sublease Agreement, mutatis mutandis, were fully met by the Subtenant, it is agreed as follows: |
| a. | The Extended Term shall be automatically extended for an additional one (1) year, i.e., commencing
on August 1, 2014 and ending on July 31, 2015 (the “2nd Extended Term”). |
| b. | During the term of the Sublease Agreement and any extensions thereof, the Subtenant shall have
the option to sublease additional office space on floor 1 near the Premises up to a total of 130 sqm (gross), upon providing 30
days prior written notice to Sublessor. This option may be exercised in portions. |
| 8. | Increased Rent. Notwithstanding anything to the contrary in the Sublease Agreement and/or the Addendum,
during the period commencing on March 31, 2014 and ending at the end of the 2nd Extended Term, the monthly rent shall
increase to $29 per sqm (gross). |
| 9. | This Amendment constitutes an integral part of the Sublease Agreement and/or the Addendum. The
Sublease Agreement and the Addendum will be deemed amended to the extent provided by this Amendment, and, except as specifically
amended hereby, will continue in full force and effect in accordance with their original terms through the Extended Term and/or
the 2nd Extended Term. |
In witness thereof, the parties have caused
this Amendment to be duly executed:
| Xxxx Xxxxxxxxx |
|
/s/ Xxx Xxxxxx |
| Mobileye Vision Technologies Ltd. |
|
Orcam Technologies Ltd. |
| By: |
Xxxx Xxxxxxxxx |
|
By: |
Xxx Xxxxxx |
|
| /s/ Xxxxxxx Xxxxx |
|
|
| Mobileye Vision Technologies Ltd. |
|
|
Amendment II to the Sublease Agreement
(Offices)
This AMENDMENT II to the Sublease Agreement
(Offices) (hereinafter: "Amendment II") entered into on November 17, 2014 by and between Mobileye Vision Technologies
Ltd. (the "Sublessor"), and Orcam Technologies Ltd. ("Subtenant").
WHEREAS on April
24, 2012, the parties entered into a Sublease Agreement (Offices) ("Agreement"), for offices located at Xxxxxx 00 Xxxxxxxxx
("xxx Xxxxxxxx"), for the period commencing August 2, 2010 and ending August 1, 2013 ("Term");
| WHEREAS | the parties entered into an Addendum to the Agreement dated August 1, 2013, ("Addendum"),
and later, into an Amendment to the Agreement dated January 1, 2014 ("Amendment I"); |
| WHEREAS | the parties desire to relocate the Subtenant to another space in floor (-1) in the Building, which
will substitute and replace all the rented space under the Agreement, the Addendum and Amendment I (the "Existing Premises")
and to sublet to the Subtenant additional space; |
| THEREFORE, | in consideration of the mutual promises and covenants hereinafter set forth, the parties
agree as follows: |
| 1. | The introduction constitutes an integral part of this Amendment II. Unless otherwise indicated
herein, all capitalized terms herein shall have the meanings ascribed to them in the Agreement, Addendum or Amendment I. |
| 2. | Effective on November 17, 2014 ("Relocation Commencement Date"): |
| 2.1. | Sublessor leases to Subtenant, and Subtenant leases from Sublessor space in floor (-1) in the Building
825 sqm. (gross), as described in the attached blueprint, marked accordingly as Annex A. Said space shall replace
the Existing Premises as the "Premises". |
| 2.2. | Simultaneously with the aforementioned
subsection 2.1, the sublease for the Existing Space is terminated. Subtenant shall be required to fulfill all obligations under
the Agreement relating to the expiration of the Term with respect to the Existing Space. Subtenant shall not be entitled to any
compensation or damages resulting from such relocation. |
| 3.1. | The Term for the Premises shall commence on the Relocation Commencement Date, and shall end on
the 2nd Extended Term, as defined in Amendment I. Thereafter, this sublease shall automatically renew for additional
periods, each of one (1) year term, unless either party gives a prior written notice of termination to the other party at any time
and of any reason upon ninety (90) days. The lease terms during any such renewal term shall be on the same terms and conditions
as set forth in the Agreement and any addendum and/or amendments thereof. |
| 4. | The Agreement, Addendum and Amendment I will be deemed amended to the extent provided by this Amendment
II, and, except as specifically amended hereby, will continue in full force and effect with respect to the Premises in accordance
with their original terms. This Amendment II constitutes an integral part of the Agreement, Addendum and Amendment I, to which
it will be attached and, except as specifically amended hereby, is governed by their provisions. |
In witness thereof, the parties have
caused this Amendment II to be duly executed:
| Orcam Technologies Ltd. |
|
Mobileye Vision Technologies Ltd. |
| |
|
|
|
|
| By: |
/s/ Xxx Xxxxxx |
|
By: |
/s/
Xxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxx |
| Xxx Xxxxxx, CEO |
|
Xxxx Xxxxxxxxx,
CFO; Xxxxxxx Xxxxx, VP Finance |
