Exhibit 10.4
AGREEMENT OF SUB-LEASE
Made and entered into at Tel Aviv on 26th August 1999
Between
RIT Technologies Ltd. Public Company Registration No. 00-000000-0
of 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000
Hereinafter called - "RIT"
OF THE ONE PART
And
RADVision Ltd., Private Company Registration No. 00-0000000
of 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx 00000
Hereinafter called - "RADVision"
OF THE OTHER PART
Whereas RIT entered into contractual arrangements under an
Agreement of Lease dated 2nd November 1998 (hereinafter -
"the Principal Lease") with Vitalgo Textile Enterprises
Ltd., Zisapel Properties (1992) Ltd. and Klil & Xxxxxxx
Properties (1992) Ltd. (hereinafter - "the Principal
Lessor") relating to the lease of a commercial area on the
entrance level of the building situate at 24 Xxxxx
Xxxxxxxxxx Street, Ramat Ha'Hayil (hereinafter - "the
Principal Premises").
The Principal Lease is attached to this Agreement as
ANNEX A.
And Whereas RADVision wishes to lease from RIT and RIT wishes
to let to RADVision under an unrestricted unprotected
sub-lease, an area of 215 square metres situate within the
area of the Principal Premises, as described in the plan
attached to this Agreement as ANNEX B (hereinafter - "the
Premises").
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NOW THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS :
1. PREAMBLE
1.1 The preamble to this Agreement, together with the facts and
declarations included therein, and the Annexes to this
Agreement, constitute an integral part hereof.
1.2 Paragraph headings in this Agreement are for convenience only
and do not constitute part of the Agreement nor shall they
serve for purposes of interpretation.
2. LEASE
2.1 RIT hereby lets the Premises to RADVision and RADVision hereby
leases the same from RIT for a period of 12 months with effect
from 1st September 1999, and terminating on 31st August 2000
(hereinafter - "the Lease Period") upon the conditions set
forth in this Agreement heretofore and hereunder and subject
to the conditions set forth in the Principal Lease.
2.2 Subject to the faithful fulfilment by RADVision of the
provisions of this Agreement, and as long as RIT is still the
lessee of the Principal Premises, an option shall be granted
to RADVision to extend the Lease Period for a further period
until 31st August 2001 (hereinafter : "the Further Lease
Period").
2.3 "The Lease Period", whenever this appears in this Agreement,
shall also be deemed to include the Further Lease Period or
the Further Lease Periods.
3. CONSIDERATION
3.1 RADVision undertakes to pay to RIT for each month of the lease
of the Premises a rental in a sum equal to $ 18.50 per square
metre, that is, an amount equal to 1,850 United States dollars
($1,850 dollars) ($ 18.50 x 100 square metres).
3.2 The rental shall be paid to RIT at the representative rate of
exchange of the United States dollar as at the date of payment
together with value added tax as applicable.
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3.3 The rental shall be paid to the Lessor 3 (three) monthly in
advance on the first day of each payment month, or on the
first business day next following the first day of the month,
should this fall on a Sabbath or Holiday. The rental for the
first month of the Lease Period shall be paid at the time of
signature of this Agreement.
3.4 In addition to the foregoing rental, RADVision shall bear its
share, pro rata to its share of the Principal Premises, of the
management fee as set forth in paragraph 15 hereunder and in
Annex B 2 to the Principal Lease, and municipal rates debited.
3.5 RADVision shall effect the foregoing payments to RIT against a
tax invoice.
4. APPLICABILITY OF THE PRINCIPAL LEASE
4.1 All the provisions of the Principal Lease, to the extent that
these relate to the Premises, shall MUTATIS MUTANDIS apply to
the lease pursuant to this Agreement.
4.2 RADVision hereby agrees to assume all the obligations of the
Lessee as set forth in the Principal Lease, MUTATIS MUTANDIS,
in relation to the Premises which it hereby leases.
4.3 For the sake of clarity, RADVision shall obtain the approval
of the Lessor with respect to any alterations which it intends
to carry out on the Premises and shall furnish such security
and/or insurance as shall be required by the Lessor concerning
the Premises.
5. AREA COMMON TO RIT AND RADVISION
5.1 Apart from the Premises as set forth in Annex B, RADVision
shall also be entitled to use the kitchen and toilets situate
within the area of the Principal Premises.
5.2 RADVision shall be entitled to install a separate
communications cabinet inside the existing communications room
on the Principal Premises. For the sake of clarity, RADVision
shall be given no access to RIT's communication cabinet.
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5.3 In the light of the existence of the common area, the parties
hereby agree to respect the privacy of each of them and to
refrain from any act which may constitute a nuisance in
relation to the use by the other to its Premises.
IN WITNESS WHREEOF. they have affixed their signatures :
RIT Technologies Ltd. RADVision Ltd.
/s/ OFER BENGAL /s/ XXXX XXXXXX
------------------------------ -----------------------
Ofer Bengal, Managing Director Xxxx Xxxxxx, Controller
ANNEX A
Summary of Agreement of Lease, between RIT Technologies Ltd., Vitalgo Textile
Enterprises, Zisapel Properties (1992) Ltd. and Klil and Xxxxxxx Properties
(1992) Ltd.--translated from Hebrew original
Date of Lease: November 2, 1998.
Landlord: Vitalgo Textile Industries Ltd.
Zisapel Properties (1992) Ltd.
Klil and Xxxxxxx Properties (1992) Ltd.
Tenant: Rit Technologies Ltd.
Premises: 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx Xxxxxx.
Square Meters: 458 sq meters.
Permitted Use: General office and manufacturing.
Term: 40 months.
(a) Scheduled commencement date: August 1, 1998.
(b) Scheduled expiration date: December 2, 2001.
There is an option to extend the lease upon mutual consent for an additional
two years until December 2, 2003. ("Additional Period")
Basic Rent--(lease months 1-40)--$18.50 per square meter, i.e. $8473.
Additional Period Rent--additional 5.5% i.e. $19.51 per square meter,
i.e. $8935.58
Security Deposit: approximately $8000 in bank guarantee.
ANNEX B
[This Exhibit consists of a two dimensional floor plan for the leased
premises at 00 Xxxxx Xxxxxxxxxx Xxxxxx Xxx Xxxx Xxxxxx consisting of
215 square meters. The floor plan shows a cross sectional view of room
divisions within the premises.]
