EXHIBIT 10.45
SUBLEASE AGREEMENT
This sublease agreement was entered into on October 30, 2006 between IP
Fibre Devices (UK) Limited, of 00 Xxxxxxxxxx Xxxx, Xxxxxx XX0, referred to as
"Lessee" and IPG Photonics (UK) Limited, referred to as "Sublessee."
RECITALS
The parties recite and declare:
A. Lessee has leased space in an office building.
B. Sublessee desires to obtain office space in the geographical area in
which the building is located.
C. The parties desire to enter a sublease agreement defining all rights,
duties, and liabilities of the parties.
In consideration of the mutual covenants contained in this sublease
agreement, the parties agree as follows:
SECTION ONE
DESCRIPTION OF PREMISES
D. Lessee has leased a building consisting of one (1) floor of office space
of approximately 1,200 square feet from Standard Life Investment Funds Limited
("Lessor"), located at 00 Xxxxxxxxxx Xxxx, Xxxxxx XX0 (xxx "demised premises").
E. Lessee shall demise to Sublessee the demised premises, as more fully
described in Lease between Lessee and Lessor dated August 3, 2000. which is
attached to and made a part of this sublease agreement.
SECTION TWO
PURPOSE OF SUBLEASE
A. The premises demised under this sublease agreement are to be used by
Sublessee in the conduct of the business of sales of fiber lasers and
amplifiers, and all tasks related to that business.
B. Sublessee shall not use the demised premises for any illegal, immoral,
or ultra-hazardous activity, whether within or outside the scope of the business
of Sublessee.
SECTION THREE
TERM OF SUBLEASE
The term of this sublease agreement shall be for a period, commencing on
the date hereof and terminating on June 23, 2010, unless earlier terminated by
breach of the terms and conditions of this sublease agreement or as provided in
Sections Seven or Sixteen.
SECTION FOUR
RENT
Sublessee shall pay to Lessee as basic rent [Pound Sterling]37,000 per
annum, and [Pound Sterling]3,000 for service charges and [Pound Sterling]2,000
for taxes payable quarterly, subject to increases as provided for in the Lease,
plus the other rent and charges as set forth in Section 3.1 of the Lease, but
not greater than the amount paid by Lessee under the Lease and continuing each
quarter thereafter during the term of this sublease agreement. Sublessee shall
pay all other sums due as additional rental under the provisions of this
sublease agreement on the basic rental payment due date first occurring after
the additional rental payment arises.
SECTION FIVE
SERVICES AND UTILITIES
Lessee shall furnish all water and sewer services to Sublessee at the
expense of Lessee. All other utilities required by Sublessee on the demised
premises, including gas, electricity, and telephone services shall be obtained
by and at the expense of Sublessee. Sublessee shall also obtain and pay the
expense of all janitorial services required on the demised premises.
SECTION SIX
ACCIDENTAL DAMAGE OR INJURY
Lessor and Lessee shall not be liable for any damage to property or any
injury to persons, sustained by Sublessee or others, caused by conditions or
activities on the demised premises. Sublessee shall indemnify Lessor and Lessee
against all claims arising from such damages or injuries and shall carry
liability insurance insuring Lessee, Sublessee, and Lessor against any claims in
amounts to he approved by Lessor.
SECTION SEVEN
CASUALTY DAMAGE OR INJURY
If the demised premises shall be destroyed or damaged by any acts of war,
the elements, including earthquake, or fire, to such an extent as to render the
demised premises untenantable in whole or in substantial part, Lessor has the
option of rebuilding or repairing the demised premises as set forth in the
Lease. If Lessor elects to rebuild or repair the demised premises and does so
without unnecessary delay, Sublessee shall be bound by this sublease agreement,
except that during the period of repair the rent of the demised premises shall
he abated in the same proportion that the part of the demised premises rendered
unfit for occupancy by Sublessee shall bear to the whole of the subleased
premises. If Lessor fails to give notice of the intent to repair, Sublessee
shall have the right to declare this sublease agreement terminated.
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SECTION EIGHT
COMPLIANCE WITH ORIGINAL LEASE AND LAWS
A. Sublessee shall not cause or allow any undue waste on the demised
premises and shall comply with all applicable laws and ordinances respecting the
use and occupancy of the demised premises relating to matters not covered
elsewhere in this sublease agreement, provided that Sublessee shall not be
required to make any alterations, additions, or improvements to the demised
premises in order to conform with this sublease agreement.
B. Sublessee shall perform and observe the terms and conditions to be
performed on the part of Lessee under the provisions of the Lease between Lessee
and Lessor, excepting the covenant for the payment of rent reserved thereby, and
to indemnify Lessee against any and all claims, damages, costs, and expenses in
respect to the nonperformance or nonobservance of any such terms or conditions.
SECTION NINE
REPAIRS
Subject to the obligations of Lessor under Section 4 of the Lease, Lessee,
unless specified to the contrary in this sublease agreement, shall maintain the
demised premises in good repair and tenantable condition during the continuance
of this sublease agreement, except in case of damage arising from acts or
negligence of Sublessee or the agents of Sublessee.
SECTION TEN
ALTERATIONS, ADDITIONS, OR IMPROVEMENTS
A. Sublessee shall not make any alterations, additions, or improvements on
or to the demised premises without first obtaining the written consent of
Lessee. All alterations, additions, and improvements that shall be made shall be
at the sole expense of Sublessee and shall become the property of Lessee and
shall remain on and be surrendered with the demised premises as a part of them
at the termination of this sublease agreement without disturbance, molestation,
or injury.
B. Nothing contained in this section shall prevent Sublessee from removing
all office machines, equipment, and trade fixtures customarily used in the
business of Sublessee.
SECTION ELEVEN
LIENS
Sublessee shall keep the demised premises free and clear of all liens
arising out of any work performed. materials furnished, or obligations incurred
by Sublessee.
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SECTION TWELVE
ACCESS TO PREMISES
Sublessee shall allow Lessor or Lessee or the agents or employees of either
the free access to the demised premises at all reasonable times for the purpose
of inspecting or of making repairs, additions, or alterations to the demised
premises or any property owned by or under the control of either party.
SECTION THIRTEEN
ADVERTISEMENTS
All signs or symbols placed in the windows or doors of the demised
premises, or on any exterior part of the building by Sublessee, shall be subject
to the approval of Lessee. If Sublessee shall place signs or symbols on the
exterior of the building or in the windows or doors where they are visible from
the street that are not satisfactory to Lessee, Lessee may immediately demand
the removal of the signs or symbols.
SECTION FOURTEEN
SALES, ASSIGNMENTS, AND SUBLEASES
Sublessee shall not assign this sublease agreement, or sell or sublet the
premises subleased, or any part of or interest in them, without the prior,
express, and written consent of Lessee. This sublease agreement shall not he
assigned by operation of law.
SECTION FIFTEEN
QUIET ENJOYMENT
If Sublessee performs the terms of this sublease agreement, Lessee will
warrant and defend Sublessee in the enjoyment and peaceful possession of the
demised premises during the term of this sublease agreement without any
interruption by Lessee or Lessor or either of them or any person rightfully
claiming under either of them.
SECTION SIXTEEN
CONDEMNATION
A. If the demised premises or any part of the demised premises are
appropriated or taken for any public use by virtue of eminent domain or
condemnation proceedings, or if by reason of law, ordinance, or court decree,
whether by consent or otherwise, the use of the demised premises by Sublessee
for any of the specific purposes referred to in this sublease agreement shall be
prohibited, Sublessee shall have the right to terminate this sublease on written
notice to Lessee, and rental shall he paid only to the time when Sublessee
surrenders possession of the demised premises.
B. In the event of partial appropriation, Sublessee may elect to continue
in possession of that part of the demised premises not so appropriated under the
same terms and conditions of this sublease agreement, except that in those cases
Sublessee shall be entitled to an equitable reduction of the rental payment
under this sublease agreement.
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C. Any rental paid in advance beyond the time that the property has been
taken from Sublessee shall be returned by Lessee to Sublessee on demand.
D. Sublessee does not waive any right to recover from the condemnation
authority for any damage that may be suffered by Sublessee by reason of any
condemnation.
SECTION SEVENTEEN
DEFAULT BY LESSOR OR LESSEE
If Lessor or Lessee fails or neglects to perform under the provisions of
this sublease agreement or of the original lease between them, then Sublessee
may, after reasonable notice in writing of not less than thirty (30) days,
terminate this sublease agreement.
SECTION EIGHTEEN
DEFAULT OF SUBLESSEE
A. If any rents reserved, or any part of them, shall be and remain unpaid
when they shall become due, or if Sublessee violates or defaults in any of the
provisions of this sublease agreement, then Lessee may cancel this sublease
agreement by giving the required notice, and reenter the demised premises.
B. In spite of any reentry, the liability of Sublessee for the rent shall
not be extinguished for the balance of the term of this sublease agreement, and
Sublessee shall make good to Lessee any deficiency arising from a reentry and
reletting of the demised premises at a reduced rental.
C. Sublessee shall pay any deficiency on the first day of each month
immediately following the month in which the amount of deficiency is ascertained
by Lessee.
SECTION NINETEEN
INSOLVENCY OR BANKRUPTCY
If Sublessee becomes insolvent, voluntarily or involuntarily bankrupt, or
if a receiver, assignee, or other liquidating officer is appointed for the
business of Sublessee, then Lessee may terminate this sublease agreement at the
option of Lessee.
SECTION TWENTY
TERMINATION AND SURRENDER
A. Sublessee shall surrender the demised premises within thirty (30) days
from receipt of notice of termination of this sublease agreement, or on the last
day of the term of this sublease agreement.
B. Lessee shall have the right to place and maintain on the demised
premises "For Rent" or "For Sale" signs during the last ninety (90) days of the
term of this sublease agreement.
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C. Sublessee shall, at the expiration of this sublease agreement, surrender
the keys to the demised premises to Lessee.
D. If Sublessee shall surrender the demised premises at the election of
Sublessee, the liability for all duties and obligations required of Sublessee
shall continue until the surrender has been accepted by Lessee in writing.
SECTION TWENTY-ONE
REMOVAL OF PERSONAL PROPERTY
Sublessee shall have the right to remove all personal property, trade
fixtures, and office equipment, whether attached to the demised premises or not,
provided that these items can be removed without serious damage to the building
or the demised premises.
SECTION TWENTY-TWO
INTEREST OF SUCCESSORS
The covenants and agreements of this sublease agreement shall be binding on
the successors and assigns of Lessee and on the successors and assigns of
Sublessee but only to the extent specified in this sublease agreement.
SECTION TWENTY-THREE
NOTICES
Except where otherwise required by statute, all notices given pursuant to
the provisions of this sublease agreement may be sent by certified mail, postage
prepaid, to the last known mailing address of the party for whom the notice is
intended.
SECTION TWENTY-FOUR
VENUE
At the option of either party, venue of any action may be established in
London, England. Personal service either within or without London shall be
sufficient to give that court jurisdiction.
SECTION TWENTY-FIVE
GOVERNING LAW
It is agreed that this sublease agreement shall he governed by, construed,
and enforced in accordance with the laws of Great Britain.
In witness, each party to this sublease agreement has caused it to he
executed on the date indicated below.
IP FIBRE DEVICES (UK) LIMITED
By: /s/ Xxxxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Date: October 31, 2006
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IPG PHOTONICS (UK) LIMITED
By: /s/ Xxxxxxx X.X. Xxxxxx
-----------------------------
Name: Xxxxxxx X.X. Xxxxxx
Date: October 31, 2006
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