EXHIBIT 4.1(j)
SUMMARY - LEASE AGREEMENT BETWEEN AYALOT PROPERTY INVESTMENTS (XXXXXXX) LTD.
(THE "LESSOR") AND VOCALTEC COMMUNICATION LTD. ("VOCALTEC" / THE "LESSEE")
1. THE PROPERTY
The Lessor who is the owner of all lease rights in the property, leases to
VocalTec 564 square meters of the second floor of a property which is part
of plot n. 50 (former known as plot n. 42), bloc n. 7962 + 33 square meters
of an apartmental protected space and 6 parking spaces (the "PROPERTY"), in
an industrial park was built on part of the property that contains
industrial structure, storage structure, parking spaces and joined areas
and all are subject to the sole discretion of the Lessor.
2. PURPOSE OF THE LEASE
The Lessee leases the Premises for the sole purpose of activating offices
and labs of a software company.
3. TERM OF THE LEASE
The term of the Lease is 72 months (the "TERM"), commencing on 1 April,
2010 and terminating at 31 March, 2016.
There is also an option to extend the term of the agreement by an
additional 36 months (the "OPTION TERM"). The option will be exercised
automatically, unless the Lessee will send the Lessor a written notice 6
months prior to the end of the Term, about its desire to terminate the
agreement.
4. RENT FEES
VocalTec shall pay a monthly rent fee of NIS 35 plus VAT per square meter
of the property, total of NIS 19,740 plus VAT.
VocalTec shall also pay a monthly rent fee of NIS 27 plus VAT per square
meter of the apartmental protected space, total of NIS 891 plus VAT.
The fees will be paid once a quarter in advance and not later than the
fifth day of the first month of the quarter. In case the Lessee shall be
behind on its due payments, paid by checks and/or bank transitions, the
mean of payment shall be replaced by an account billing instruction. The
rent fees during the Option Term will be equal to the fees paid by Lessee
at the last month prior to the commencement of the Option Term with an
addition of 8%.
5. MANAGEMENT/SERVICE FEES
VocalTec pays a monthly management fee of NIS 8 plus VAT per square meter
of the property, and the apartmental protected space, total of NIS 264 plus
VAT.
6. DELAY IN PAYMENTS
In case of delay of more than 7 days in payment, the Lessee shall bear the
highest interest as is collected by Hapoalim Bank Ltd. from its customers
due to unauthorized overdrafts or in a monthly rate of 2%, accordingly to
the Lessor's decision.
7. ASSIGNMENTS
It is agreed that the Lessee may assign or transfer its rights and
obligations under this agreement, within the framework of a share purchase
transaction and/or an assets purchase transaction, whether in the form of
assignment, sale, re-organization, merger or any other form of transfer,
without requiring the Lessor's prior written consent. It is agreed that in
case such shares transfer and/or assets transfer in the Lessee will result
in a change of control, the Lessee must give the Lessor a written notice
(the "LESSEE'S NOTICE"). In case the Lessor is interested in terminating
the agreement as a result of the identity of the new controlling party, the
Lessor may give the Lessee a written notice, within 14 days as of the
acceptance of the Lessee' Notice, stating that it wishes to terminate the
agreement within 180 days as of the date of the Lessor's notice. The
Lessor's notice will also state the reason for the termination. In this
case, the agreement will be terminate as mentioned above, the termination
shall not be considered a breach of the agreement by either party and will
not result in an entitlement by any party to any sort of compensation by
the other party. In case the Lessor shall not give notice within the 14
days period aforementioned, the Lessor will not be able to terminate the
agreement as a result of the change of control.
8. ADDITIONAL PAYMENTS
VocalTec will bear any additional payments regarding lessees or holders of
property, including municipal and state taxes, except for property tax and
payments regarding ownership of properties, which the Lessor shall bear.
9. GUARANTEES
To secure the performance of VocalTec's undertakings, VocalTec shall
deposit an autonomic bank guarantee in the amount of NIS 113,015. The
deposit shall be made at the date of signing the agreement. The Lessor
shall exercise the guarantee, only after giving the Lessee a 14-days prior
written notice provided that the Lessee has not reconciled the breach fully
during such period.
10. MATERIAL BREACH
In the event of a material breach of the agreement that has not been
reconciled by Lessee within 14 days, the Lessor shall be entitled to
liquidated damages in the amount of the rent for a period of 3 months +
VAT.
11. EVACUATION
The Lessee must evacuate the property at the end of the term of the
agreement. If the Lessee shall not evacuate the property within 7 days as
of the termination of this agreement, the Lessee shall pay an amount equal
to double the rental fees for every day of delay in the evacuation of the
property.
12. INDEMNIFICATION
The Lessee will be solely responsible for the safety of the people entering
and staying in the property and for any damage that might be caused to
assets and/or equipments or chattels in the premise of the property as a
result of its actions or omissions. The Lessee is obliged to indemnify the
Lessor for any court ruling delayed including legal costs in relation to
the ruling, provided that the Lessor has informed the Lessee of such ruling
and has given Lessee the proper opportunity to defense himself.
13. INSURANCE AND LIABILITY
The Lessee shall bear the sole responsibility for all damages, including
body injuries and damages for property due to the Lessee's actions or
negligence - all in connection with the leased property and the use of it.
The Lessor shall bear the sole responsibility for all damages caused by its
and/or management company's actions or negligence - all in connection with
the leased property and the use of it. The Lessee shall indemnify the
Lessor and/or the management company for all damages, claims and
liabilities arising from any damage which the Lessee is responsible to as
mentioned above. As the Lessee shall choose to conduct adjustments works in
the property, the Lessee undertakes to maintain the insurance as of the
beginning of the work.
The Lessee undertakes to maintain the following insurance policies during
the term of the lease: (i) property insurance, (ii) third party insurance
in the amount of at least US$2,000,000 per event, (iii) employers'
liability insurance in the amount of US$1,500,000 per claim, US$2,500,000
per event and US$5,000,000 accumulating, and, (iv) consequential loss
insurance (except rental fee loss) for all damage and/or loss caused to the
building on the property and its content.
14. JURISDICTION
Any dispute regarding this agreement its interpretation, implementation
etc. shall be settled in the authorized court in the district of Tel Aviv
and the governing law shall be the Israeli Law.
