exv10w21wi



 





Exhibit 10.21(i)




Unprotected Lease Contract




Drawn Up and Signed on 3 July 2003




Between




Af-Sar Ltd.

Of Rehov hachresh 4, yehud

(Hereinafter: “The Leaser”)




On the one hand;




And Between




TopSpin Medical (Israel) Ltd (Reg No. 51=283606-5)

Of Rehov Lev Pesach 1, Lod

(Following delivery of keys the address will be that of the Leaser’s)

(Hereinafter: “The Lessee”)




On the other hand;




	 	 	 
	Whereas

	 	the Leaser is the owner of the property rights on the land (as
defined below) according to the Agreement for Development and
Lease Agreement from the Israel Land Administration
(hereinafter: “The ILA”);
	 
	 	 
	and whereas

	 	the Leaser erected on the land a project that includes/ will
include the building (as defined below);
	 
	 	 
	and whereas

	 	the Lessee is interested in leasing from the leaser an area of
the building by unprotected lease and subject to and according
to all the instructions of this agreement;
	 
	 	 
	and whereas

	 	the Leaser agrees to lease area to the Lessee as mentioned,
and with all being subject to and according to all the
instructions of this agreement;
	 
	 	 
	and whereas

	 	the parties wish to define, arrange and put in writing the
rights and












 



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	 	liabilities concerning the leased premises and the
unprotected Lease Agreement, with all being detailed in the
contract above and below;







It is therefore declared stipulated and agreed amongst the parties as
follows:




	1.	 	Introduction






	 	 	The above introduction is an integral part of the contract.






	2.	 	Interpretation






	 	2.1	 	The following expressions will have the determined interpretations as appear
bedside them, unless specifically determined otherwise in the contract:





	 	 	 	 	 	 	 
	 

	 	“Land”
	 	—
	 	The registered plot in the Land
registry bureau as parts of lot
3978 parts of parcels 3-7,
19-22, and all the nearby
surrounding areas.
	 
	 	 	 	 	 	 
	 

	 	“Urban Construction Plan”
“UCP”
	 	—
	 	Plan No. LD/21/a with all its
codes and appendixes, and
including any amendments there
may be from time to time.
	 
	 	 	 	 	 	 
	 

	 	“The Park”
	 	—
	 	The “Global Park” business
village for offices, hi-tech
and commerce.
	 
	 	 	 	 	 	 
	 

	 	“The Plot”
	 	—
	 	The part of land on which the
building is located as per the
boundaries specified in the
specifications subject to
modifications to measurements
and unification and/or
partition of the sections.
	 
	 	 	 	 	 	 
	 

	 	“The Building”
	 	—
	 	The structure being
constructed/ located in the
park and defined in the
appendix and marked in












 



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	 	 	 	 	 	red in
Appendix B with all its public
areas.
	 
	 	 	 	 	 	 
	 

	 	“The Appendix”
	 	—
	 	The attached addition to the
contact as Appendix A.
	 
	 	 	 	 	 	 
	 

	 	“The Leased Premises”
	 	—
	 	An area of a building including
a non specific part of the
public areas, with all its
fixtures marked in green in
Appendix C and specified in the
addition.
	 
	 	 	 	 	 	 
	 

	 	“Public Areas”
	 	—
	 	Area of the building that are
not designated for leasing,
including passageways, roofs,
entrances and exits, service
areas and rooms, elevators,
stairwells, shafts, pillars
etc.







	 	2.2	 	It has been agreed between the parties that any amendment to the contract will be
done by the parties taking into consideration the description of the leased premises,
the period of lease, the lease fees and manner they are paid, or any other matter maybe
made and will be valid only if it is drawn up in writing and signed by the parties to
this contract.
	 
	 	2.3	 	The section titles in the contract are not an integral part of the contract and
are not to be considered for interpretation.
	 
	 	2.4	 	The Contract’s Appendixes are an integral part of the contract.
	 
	 	2.5	 	All that is mentioned in the contract exclusively exhausts all that is agreed
between the parties and no negotiation is to be taken into account prior top it being
signed or exited at the same time it was signed and in all its declaration,
presentations, undertakings or agreements that existed or were conditions for the
signing of the contract, and all these are herein null and void.










 



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	 	 	 	Verbal declarations and notifications made by the Leaser’s directors, officers and
employees are not binding to the Leaser, and the Leaser will be bound only to the
document legally signed by its authorized signers.
	 
	 	2.6	 	If the Lessee has included a number of units they will be bound jointly and
separately to all liabilities according to the contract and according to all the
documents and messages signed by him that were drawn up under his instructions.






	3.	 	The Delivery
	 
	 	 	(Delete the unnecessary)






	 	3.1	 	The lessee declares that at the time of the signing of the contract (hereinafter:
“The Delivery Date”), the leased premises is placed at his disposal in perfect
condition, with all its systems in good working order and he confirms its receipt for
the purpose of leaseing according to the contract to his full satisfaction and wishes
and all is subject to the protocol of delivery mentioned in section 3.5.
	 
	 	3.2	 	The Delivery
	 
	 	 	 	(Delete the unnecessary)
	 
	 	 	 	The leased premises will be placed at the disposal of the Lessee on the date stipulated
in Appendix A as the beginning of the period of lease (hereinafter: “The Date of
Delivery”), with all its systems being in working order.
	 
	 	 	 	In order to remove any doubt it has been declared and agreed that if the Lessee is not
present on the date of delivery in order to have the leased premises placed at his
disposal, this will not affect any of the Lessees liabilities towards the leased
premises according to the contract.
	 
	 	3.3	 	Construction and Delivery
	 
	 	 	 	(Delete the unnecessary)






	 	3.3.1	 	The Leaser undertakes to construct the building to include the
leased premises according to the construction specifications and deliver it to the










 



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	 	 	 	Lessee according to the instruction of the Contract by no later than the date
fixed in Appendix A.






	 	3.3.2	 	Despite what is mentioned in the above section 3.3.1, the leased
premises will be considered fit for delivery and the Lessee will be obliged to
receive possession of the leased premises on the date required by the Leaser even
if the building or the Lessee are not in a fully prepared if the leased premises
is in a usable condition. It has been declared and agreed that the leased premises
will be considered usable for the purpose of delivery even if one of the
following works is not yet complete:






	 	3.3.2.1	 	Land development works surrounding the building.
	 
	 	3.3.2.2	 	The installation and/or works specified in Appendix A.
	 
	 	3.3.2.3	 	Finishing works to the building and/or the leased premises only if they
do not fundamentally disrupt the reasonable use of the leased premises.






	 	 	 	The above mentioned delivery date will be automatically delayed in case of force
majeure including but not solely, a state of war, recruitment of reserves,
including, but without derogating from the mentioned generalities a lack of
laborers due to the Intifada or due to curfew or due to and sanctions that may
the laborers arrival difficult, weather conditions or other natural phenomena,
orders, regulation or laws that mat delay the construction or lengthen its
duration of execution, a freezing of the construction due to governmental orders,
strikes or sanctions, or any other cause that is not under the Leasers control,
in such a case the date of delivery will be delayed, for the period of the
hindrance with an additional thirty (30 days for organization.
	 
	 	3.3.3	 	“The Delivery date” means – the date on which the leaser is prepared
to deliver the leased premises according to the above instructions and according
to the following notice even if the preparedness is reserved, if by










 



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	 	 	 	notification or afterwards, in that the Lessee will fulfill as a precondition of
delivery that he is liable to fulfill them by the same date, and this whether if
the delivery has been executed or not.
	 
	 	 	 	A written Notification from the Leaser to the Lessee, in which the Leaser is
prepared to lease the above mentioned leased premises, will be considered an
integral part of the contract and the mentioned date for delivery in the
notification will be considered for the purpose of the contract as the date of
commencement of the period of lease.






	 	3.4	 	The leased premises will be delivered to the Lessee on the date determined in
Appendix A (hereinafter: “The Delivery date”) and the period of lease will commence from
that same day whether the Lessee was present to gain receipt of the leased premises or
not.
	 
	 	3.5	 	At the time of delivery written minutes between the Leaser and the Lessee will be
recorded and signed by the parties in which will be specified and defects and faults,
if any are found (hereinafter: “The Delivery Minutes”). The Lessee is prevented from
claiming any claim against the Leaser for any defect and/or fault and/or inconsistency
that was not mentioned in the delivery minutes.






	4.	 	The Lease and the Lease Period






	 	4.1	 	The Leaser herein leases to the Lessee and the Lessee herein leases from the
Leaser the leased premises for a period as specified in Appendix A (hereinafter: “The
Period of Lease”) commencing from the date of delivery. The Lessee will have an option
to extend the period of lease if there is a provision for this in Appendix A.
	 
	 	4.2	 	The Lessee will not be entitled to terminate the period of lease prior to the end
of the period of lease. Any cessation of use of the leased premises and/or vacating of
the leased premises by the Lessee prior to the end of the period of lease will not
release the Lessee from his liabilities according to this contract, including, but










 



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	 	 	 	without prejudicing the generality of the above mentioned – Lessee’s liability to pay
the Leaser due lease.






	 	4.3	 	The lease according to the contract is a Net Lease and the Lessee is liable for
payment of payment pertaining to the leased premised, whether applicable on the owners
or applicable on the holders, whether they are imposed at the date the signing of the
contract or whether imposed at a future date.
	 
	 	4.4	 	The instructions of this section represent a fundamental condition to this
contract and a breach of which represents a fundamental breach of the contract.






	5.	 	Knowledge of the Leased Premises
	 
	 	 	(Constructed leased premises)
	 
	 	 	The Lessee declares that he has visited the building and the leased premises, has seen them
and inspected them and their surroundings, knows and is aware of all the plans and items
relating to them, of which may affect his entering into an contractual agreement herein and
considers everything to be appropriate in all aspects for his purposes and subject to
delivery of the leased premised for his holding and according to the instructions of the
contract and that he waives all claims of discrepancy or any other claim relating to the
building, the leased premises, the possibilities for the use of them and the contractual
agreement of this contact.
	 
	 	 	In order to remove any doubt the Lessee hereby declares that he is to receive the leased
premises as is, with no repairs and/or modifications whatsoever ant that he confirms and
undertakes that the leased premises in their present condition are indeed suitable for him in
all aspects and that he will not have any demands from the Leaser for any repairs and/or
modifications, with the exception of anything agreed upon between the parties for the
execution of repairs and/or modifications and/or adjustments of which were specified in the
following Appendix A.
	 
	 	 	(Leased premises under construction)










 



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	 	 	The Lessee declares that he has visited the building and the leased premises, has seen them
and inspected them and their surroundings, he has studied the leased premised plans and items
relating to the leased premised, to the building and its surroundings of which may affect his
entering into an contractual agreement herein and considers everything to be appropriate in
all aspects for his purposes and subject to delivery of the leased premised for his holding
and according to the instructions of the contract and that he waives all claims of
discrepancy or any other claim relating to the building, the leased premises, the
possibilities for the use of them and the contractual agreement of this contact.






	6.	 	The Purpose of the Lease
	 
	 	 	The Lessee undertakes not to use the leased premises for any purpose whatsoever in any way
whatsoever except for the purpose of the lease as specified in Appendix A. The instructions
of this section represent a fundamental condition to this contract and a breach of them will
represent a fundamental breach of the contract.
	 
	7.	 	The Lease Fees






	 	7.1	 	The Lessee undertakes to pay the Lease Fees to the amount, and on the dates in
the following manner:






	 	7.1.1	 	The basic lease fees during the period of lease are index linked, as
defined below, and will be paid by the Lessee in advance to the Leaser on the date
specified in Appendix A
	 
	 	7.1.2	 	The payment of the basic lease fees are index linked according to
the following instructions:





	 	 	 	 	 	 	 
	 

	 	“The Index”
	 	—
	 	The index known as the Consumer
Price Index (including fruit and
vegetables) that is












 



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	 	 	 	 	 	published by
the Central Bureau for Statistics,
and any index of that nature even
if published by any institute or
official entity at a later stage
and any official index
That may replace it.
	 
	 	 	 	 	 	 
	 

	 	“The Fundamental Index”
	 	—
	 	As specified in Appendix A
	 
	 	 	 	 	 	 
	 

	 	“The New Index”
	 	—
	 	As interpreted for payment of all
lease/ maintenance / service fees – The latest index published prior
to the set date for the payment of
the same payment or the date of
actual payment payable according
to the higher amount.







If on the actual date of payment for any of the basic lease payments the new
index is higher than the fundamental index, the payment will be increased
proportionally to the rate of increase of the new index as compared to the
fundamental index. If on the actual date of payment for any of the basic lease
payments the new index is equal to or less than the fundamental index the rate of
payment will remained unchanged




	 	7.2	 	In order to ease the collection of lease fees and the index differentials payable
on them and all payment made to the Leaser by the Lessee, The Lessee undertakes to
deliver to the Leaser on the date set by the Leaser, Any in any case not later than 7
days from the date of the signing of the contract or 7 days prior to delivery, whichever
is earlier, authorization to direct debit his account according to the attached wording
in Appendix F. It is declared herein, for the removal of any doubt, that the receipt of
authorization and the use of it by the Leaser will not be considered as payment unless
full payment is made and on the dates for all of the payments.










 



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	 	7.3	 	If the full payment of two consecutive and sequential payments of the lease fee
and/or any other payment made to the Leaser from the Lessee for the said payments, even
within 7 from the delivery of written notification concerning this by the Leaser to the
Lessee, all remaining payments to be paid by the Lessee to the Leaser will become
immediately payable in full for the amount of lease fee for the remaining period of the
lease yet unpaid up till that date within two working days from the Leasers first
demand, and this without derogating from leaser’s right to consider any non payment in
time as a breach of the contract and the derived rights therein. It is thereby declared
in order to remove any doubt, that the collection of lease fees in this instance will
not be considered as a waiver or consent by the Leaser for the Lessee’s breach of
contract.
	 
	 	7.4	 	Despite the above mentioned, the Lease fees will be increased at the beginning of
each year beginning from the second year of the period of lease by the amount set in
Appendix A and regarding the increased lease fees, the above section 7.1 will be
applicable with all the necessary modifications.
	 
	 	7.5	 	In order to remove any doubt, all payment of lease fees and all other payment due
to the Leaser from the Lessee are the Lessee’s absolute responsibility from the
beginning of the period of lease until the vacating of the leased premises or the end of
the period of lease — whichever is the latter – and a lack of the submittal of a
statement for the lease fees on the part of the Leaser is does not in any way derogate
from the or affect the Lessee’s liabilities.
	 
	 	7.6	 	The Leaser will credit any amount received from the Lessee with absolute
discretion on his part on account of those same amounts that the Lessee owes the Leaser
at that same time.
	 
	 	7.7	 	The instructions of this section represent a fundamental condition to this
contract and a breach of them or any part of them will represent a fundamental breach of
the contract.










 



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	8.	 	Taxes, Fees and Other Payments






	 	8.1	 	In addition to the rent and without derogating from the generality of the
aforesaid in section 4.3, the tenant undertakes to pay the following payments during the
rent period (hereinafter “the tenant’s payments”):






	 	8.1.1	 	All the taxes, the fees, the municipal taxes, the levies, other
mandatory payments and expenses (hereinafter cited under the general name “the
taxes”) whether governmental or municipal that are paid and/or that shall be paid
in future whether they currently exist or whether they shall be imposed in future
on account of the rented property (including on account of the public areas in the
building that are loaded onto the rented property) and on the business being
conducted there, whether these taxes lawfully apply to an owner, a tenant or a
holder, or whether they apply to the owner.
	 
	 	 	 	The taxes that apply to a tenant or a holder shall be paid by the tenant
directly to the competent authorities while the taxes that apply to owners shall
be paid by the tenant to the lessor on the occasion of presenting a document in
demand of payment of said taxes to the competent authority.
	 
	 	8.1.2	 	The fees and payments on account of the water gauge or the electricity
gauge, as well as payments on account of the provision of electricity, as specified
in Appendix “G” hereof.
	 
	 	8.1.3	 	Value Added Tax on the rental fee and on any other payment paid by the
tenant pursuant hereto and on account of which it is necessary to pay lawful VAT,
which shall be paid together with every payment on account of which such is paid.
	 
	 	8.1.4	 	Stamping expenses that apply hereto, the documents and messages
pursuant and on account thereof, to the extent that such shall apply as aforesaid.










 



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	 	8.1.5	 	All the fees and payments associated with the consumption of water and
electricity in the rented property, and which apply to the use of the lessor’s
telephone line, should such be installed and/or should such exist in the rented
property during the rent period.
	 
	 	8.1.6	 	Any expense that shall be incurred as a result of unreasonable and/or
extraordinary use of the rented property and the environment thereof — but without
derogating from the generality of the aforesaid — betterment tax and expenses on
account of the disposal of waste caused by the tenant, repair of the sewage system,
etc.
	 
	 	8.1.7	 	Insurance expenses which the lessor shall insure the rented property
(on account of the rented property by itself or as a part of the insurance of the
entire building) against those risks which the lessor shall deem appropriate, and
at an insurance amount and other terms which shall be determined by the lessor from
time to time.
	 
	 	 	 	Should any of the aforesaid payments stem from charges applying to the
building in its entirety, the tenant shall pay a relative share of the
payments applying to the building pursuant to the ratio between the gross
rented area and the gross area of the building.
	 
	 	8.1.8	 	Payment of the municipal and governmental taxes that apply to the
public areas in the park, including areas of public parking lots, passages,
gardens, etc. insofar as such shall apply, and other charges pursuant to any law
and/or to the extent that such shall be specified in Appendix “A”.
	 
	 	8.1.9	 	The lessor shall bear payment of property tax, to the extent that
such shall apply.






	 	8.2	 	Should the tenant fail to pay off any of the tenant’s payments immediately upon
demand by the competent authority or by the lessor, then without prejudice to this
obligation on his part, the lessor shall be entitled, after providing advance notice to
the tenant of two business days, to pay off such accounts at the expense of the tenant
and the tenant shall be obliged to refund to the lessor the full










 



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	 	 	 	amount of the funds that were paid by her to cover any of the tenant’s payments as
aforesaid within 7 days of the lessor’s original demand.






	 	8.3	 	The provisions of this section constitute a fundamental provision of the contract
and the breach of any part of them shall constitute a fundamental breach of the contract.






	9.	 	Non-Applicability of Landlord and Tenant Law
	 
	 	 	The tenant states and agrees that construction of the rented property was completed after
August 20, 1968, and the provisions of the Tenants’ Protection Law (Consolidated Version),
5732–1972 (hereinafter: “The Tenant’s Protection Law”) or of any other law which shall
supplant it shall not apply to the rented property or the lease thereof. In addition, the
tenant states that apart from the rental fee cited in Appendix “A” and his obligations to pay
the rental payments as aforesaid in section 8 above and the other payments as specified in
section 10 below, he has not paid and is not paying to the lessor any amount whatsoever for
the rent and use of the rented property whether as key money, or in any other manner, and that
he shall not be entitled to key money or to any other payment upon vacating the rented
property.
	 
	 	 	The tenant states that to the extent that he shall make any investment in the rented property
and/or the building, including the equipment and facilities, such shall be made for his own
purposes exclusively and he shall be prevented from claiming that such investments constitute
in any manner key money or alternative to such or any payment or consideration which could
impart to him any right whatsoever in the rented property, including the right to protected
tenancy. In addition, the tenant shall be prevented from demanding from the lessor any refund
and/or full or partial participation on account of said investments and section 12 hereof
shall apply to such.






	10.	 	Management of the Building
	 
	 	 	The lessor shall be entitled to establish or to appoint from time to time an entity or
corporation that shall deal with the management of the building and the maintenance










 



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	 	 	thereof. As long as the corporation has not been appointed or established or as long as it
has not begun to be occupied in the management of the building and the maintenance thereof or
should such appointment have terminated as aforesiad, the lessor shall serve as the management
company for the purposes hereof. (and the lessor or the corporation that shall be appointed
thereby, as relevant, shall be termed hereafter: “the management company”).


The management company shall determine from time to time the arrangements and the procedures
related to the management and maintenance of the building and shall be entitled to determine a
code of rules which shall apply to all the tenants and users of the building, or with respect
to a type of businesses therein, and shall track the execution thereof. The tenant hereby
undertakes to adhere to the code of rules and the procedures of the management company, as
these shall be from time to time, and provided that they shall not derogate materially from
the tenant’s rights pursuant to this section.






	 	10.1	 	The management company shall operate the services as specified below for the
building, as well as other services pursuant to the discretion thereof (hereinafter:
“the services”) whether by itself or by means of sub-contractors, at an appropriate
frequency and level as customary in buildings of the type of the building, pursuant to
the discretion of the management company.






	 	10.1.1	 	Management, operation, repair, conservation and cultivation, maintenance,
renewal, whitewashing, painting, cleaning, inspecting, lighting and insurance,
and all this in the public areas as well as in equipment, systems, facilities and
various parts of the public areas for the use and well-being of the tenants
and/or visitors in the building, equipment, fixtures, areas and items that serve
and/or are used in the building and/or by the building’s tenants and/or users, or
a part thereof, and which are not under the ownership and/or responsibility of
any tenant whatsoever, including but without excluding: the lighting, public
air-conditioning systems, sewage systems, draining systems, trash and waste
disposal systems, elevators, etc.










 



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	 	10.1.2	 	Gardening and cultivation of gardens and vegetation in the public areas, to
whatever extent, pursuant to the construction plans, including other areas
adjacent to the building.
	 
	 	10.1.3	 	Maintenance, inspection, repairs and insulation of roofs and basements in the
building, insofar as such constitute public areas.
	 
	 	10.1.4	 	Upkeep and maintenance of the public parking lots.
	 
	 	10.1.5	 	Installation, maintenance, inspection and repair of orientation and information
signage in the public areas.
	 
	 	10.1.6	 	Execution of insurances as specified in section 16 below.
	 
	 	10.1.7	 	Electricity supply to the rented property and to the public areas. The tenant
undertakes to fulfill all the provisions of Appendix “G” hereof.
	 
	 	10.1.8	 	All the expenses and payments connected with managing the building.
	 
	 	10.1.9	 	Collection of payments for the purpose of building management, which the tenant
owes or shall owe pursuant hereto, on behalf of the lessor.
	 
	 	10.1.10	 	Publication of a Code of Rules, procedures, current instructions and any
change, update, addition or repair in them in everything related to the use of
the building and supervision of maintenance and implementation. In the frame of
the provisions hereof in this section, the management company shall determine,
from time to time, procedures and instructions for the ensuring of ongoing proper
and orderly management and operation of the building and the park.






	 	10.1.11	 	Engagement in contracts and agreements with external entities for
the purpose of carrying out the services, supervision, collection and
enforcement of the external entities.










 



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	 	10.2	 	The management company shall have access to the rented property, for the purpose of
carrying out any work or maintenance within the rented property which shall be required
for the purpose of providing the services or any thereof for the rented property and/or
other rented properties and/or the building, and on condition that the work is carried
out, insofar as possible, in coordination with the tenant and in such manner as to avoid
causing to the tenant material disturbance to the management of this business in the
rented property beyond what is necessary and that at the end of the work the condition
shall be restored to what it was before, to the extent possible.
	 
	 	10.3	 	The management company shall employ workers, sub-contractors, suppliers, advisors,
accountants, lawyers, etc., as it shall deem appropriate for the purpose of carrying out
its function pursuant to this agreement. The expenses of the management company for all
these and its general expenses shall be included in the management fees as stated in
section 10.4 below.
	 
	 	10.4	 	The tenant shall participate in all the expenses of the management company in
carrying out the services as defined in section 10.1 (hereinafter: “the management
expenses”) on the basis of their cost, including relevant financing costs and in addition
to consideration to the management company at a rate of 15% of the management expenses
(cost +15%) and with the addition of lawful VAT. It is clarified that to the extent that
in this contract use is made of the term “management fees” — the intention is both to the
management expenses and to the consideration for the management company as aforesaid.
	 
	 	 	 	In order to remove doubt, the management company shall be entitled to transfer the
consideration for the management company to its parent company or to whomever the
parent company indicates.
	 
	 	10.5	 	The tenant’s share in the management fee shall be determined pursuant to the index
and criteria which shall be prepared by the management company, and subject to the
provisions below.










 



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	 	10.5.1	 	The management company shall determine the basis for division of the expenses
between the tenants of the building, pursuant to one or more of the following
elements:






	 	a.	 	The ration between the area of the rented
premises and the area of the building.
	 
	 	b.	 	Type, character, quantity and cost of the
services given to certain rented premises or to specific rented
premises or to a certain type of rented premises which by their nature
consume more services than other premises in the building, whether
individually or for type of business, or in accordance with the type of
clients or their numbers.
	 
	 	c.	 	Additional or other data that are relevant and
concern the matter, pursuant to the exclusive discretion of the
management company.






	 	10.5.2	 	The management company has exclusive discretion in determining and changing the
ration of the division of expenses between the tenants, which is determined
thereby from time to time, to the extent such shall be required pursuant to the
data that shall be available thereto, and to oblige one tenant or another on
account of any special expense which in the opinion of the management company is
connected with the business of that tenant.
	 
	 	10.5.3	 	In order to remove doubt, the management company shall be entitled, but not
obliged, from time to time, pursuant to its sole discretion and insofar as
possible, to designate part of the expenses to certain types of rented premises
(hereinafter: “the classification”) and to impose them on the tenants of that
type of premises only.
	 
	 	 	 	Upon classification of a certain expense or certain expenses for a specific
premises or part of the premises as aforesaid, said expense shall be divided
between the rented premises to which the expense was










 



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	 	 	 	classified, between themselves, pursuant to the provisions of section 10.5
including sub-sections.
	 
	 	 	 	The tenant states and confirms that he has no and shall not have any
demands, arguments or claims with respect to the classification of the
expenses as aforesaid towards the managing company and/or the lessor, and
that he shall not have any demand to reduce his share of the management fee.






	 	10.6	 	Calculation of the relative share of the tenant in the management fees shall be
carried out as follows: from the total expenses the expenses devoted to a specific
premises or to part of the premises (should such be reduced as aforesaid), and the
remainder of the amount shall be divided between the balance of the residents in the
building, including the tenants, in accordance with the ratio that shall be determined
pursuant to the aforesaid in section 10.5 above.
	 
	 	10.7	 	The tenant undertakes to pay to the management company his estimated share in the
expenses and in the management consideration, pursuant to accounts that shall be
submitted to him by the management company on the dates of payment of the rental fees and
concurrently with them, or every other period, which shall be determined by the
management company and based on an estimate of expenses.
	 
	 	10.8	 	The management fees shall be paid for each three months in advance on the first
business day of the first month from the three relevant months, or at other time pursuant
to the determination of the management company.
	 
	 	 	 	The management company shall be entitled to instruct the tenant to deposit in its
account all payments which he is supposed to make to the management company in a
manner and in a way that shall be determined by it from time to time.










 



19


	 	10.9	 	Within a period that shall not exceed six (6) months from the end of each calendar
year, the management company shall conduct a final account of the management fees and
execution of the services in said calendar year (hereinafter: “the annual account” and
shall submit a copy of this account to every tenant. The annual account, when it is
audited and approved by the certified accountant of the management company, shall serve
as final and overwhelming evidence with respect to the volume of the management expenses
and the execution of services, and for the obligation of the tenant to pay pursuant to
such.
	 
	 	10.10	 	The tenant hereby undertakes to pay to the management company the differentials,
should such accrue, between the amounts that were actually paid on account of his
estimated share of the expenses and the amounts of expenses that appear in the annual
account. The payment shall be made within fourteen (14) days of the date at which the
management company shall submit the annual account to the tenant.
	 
	 	 	 	Should, pursuant to the annual account, amounts be due to the credit of the tenant,
such shall be subtracted from the following current payments due from him on account
of the management fees at values linked to the index and at the end of the rental
period, such amounts shall be refunded to the tenant, no later than 90 days after
the end of the rental period at values linked as aforesaid, and on condition that
the tenant has filled until such date all his obligations pursuant to the contract.
	 
	 	10.11	 	The management books and accounts of the management company and its documents
shall be considered and shall be trustworthy by the tenant and shall serve at any time as
proof with respect to anything related to the funds paid by the tenant to the management
company for expenses and for any other matter that appears and is registered in the
management and accounts books.
	 
	 	 	 	The tenant’s accountant shall be entitled to peruse the accountancy books of the
management company at dates determined in advance and with the prior










 



20


	 	 	 	coordination and according to the procedures that shall be determined for this
purpose by the management company ,and all at the tenant’s expense.






	 	10.12	 	The refusal and/or lack of preparedness and/or unwillingness of the tenant to
receive any service whatsoever and/or his desire to stop the provision of services in
whole or in part shall not release the tenant from his obligations pursuant to this
section 10 in its entirety.
	 
	 	10.13	 	The management company shall be entitled to provide services, as stated herein,
and/or additional or other services also to other areas or other entities or additional
projects.
	 
	 	 	 	It is clarified that the provision of services as aforesaid shall not obligate the
tenant to pay higher management fees, shall not prejudice the rights of the tenant
to receive the services pursuant to this contract and the management company shall
conduct separate recording and accountancy on account of the services pursuant to
this contract.
	 
	 	10.14	 	The tenant’s signature on this contract constitutes a direct obligation towards
the management company, when such is appointed or established, should such be
established, insofar as the matter is relevant thereto, and an obligation by the tenant
towards the lessor to fulfill all his obligations towards the management company, as
specified herein. A breach of the tenant’s obligations towards the management company
shall be deemed as a breach of this rental contract for all intents and purposes.
	 
	 	 	 	It is agreed that the lessor shall be entitled to appoint a number of entities that
shall carry out the services, and to instruct the tenant to pay to each of them
separately, on account of the services said entity maintains in the building.
	 
	 	10.15	 	The tenant shall not have grounds for claim against the lessor on account of
claims and/or demands by the tenant towards the management company, save if the lessor
serves in practice as the management company.






 









 





21




11. Use of the rented premises





	 	11.1	 	The tenant shall receive from the competent authorities all the permits and/or
licenses and/or the approvals lawfully required for management of the business in the
rented premises in the frame of the purpose of the rent (hereinafter: “the licenses”)
and he undertakes to mange it only in accordance with said licenses and requirements of
the law and of any competent authority.
	 
	 	 	 	The tenant states that he has checked and he knows that it is possible to receive said
licenses in this section and that no responsibility shall apply to the lessor in any
event that the tenant shall not succeed in acquiring such.
	 
	 	 	 	It is agreed, that failure to acquire such licenses shall not release the tenant from
any of his obligations pursuant hereto.
	 
	 	11.2	 	The tenant shall not keep any materials, tools, equipment, products inventory or
any other chattels whatsoever (hereinafter under the general name “the chattels”) outside
the rented premises without the consent of the lessor. In any case that any chattels
shall be found outside the rented premises without the consent of the lessor having been
received for such, the lessor shall be entitled to remove such from the place at the
expense of the tenant and shall have no responsibility for their integrity.
	 
	 	11.3	 	The tenant shall fulfill all the laws, regulations and by-laws applicable to the
rented premises, to the use of such and the business, the work and the actions carried
out therein.
	 
	 	11.4	 	No use shall be made of the rented premises or any part thereof in a manner the
result of which noise, smells, shocks, pollution, smoke, dust and other nuisances which
exceed the frame of reasonableness and lawfulness shall be caused, taking into
consideration the character of the building in general and the character of the close
environment of the rented premises in particular.
	 
	 	11.5	 	The tenant shall not dispose into the sewage system any waste the quality or
quantity of which is liable to damage said system, or to prejudice its proper










 



22








	 	 	 	operation, or that is liable to jeopardize the regular use of sources of water,
streams, lakes, the sea or any other source.
	 
	 	 	 	For the purposes of this paragraph — “the sewage system” — central sewage or cesspools
and the system of channels and drainage and water purification plants all as and to
the extent that such shall exist.
	 
	 	 	 	The tenant shall take steps to prevent that solid substances which are liable to
prejudice the pipes or the channels and to damage the sewage pipes, the control cells,
the measurement devices the purification facilities or to block them shall not be
found in the waste water.
	 
	 	11.6	 	The tenant undertakes not to hang up or to install and not to paint any signs,
signals or other means of advertising whatsoever in any part of the building in which the
rented premises are located without the consent of the lessor in advance. The tenant has
a right to receive, at the expense of the lessor, a sign at the entrance to the park, in
the building and the floor in which the rented premises are located in the format
customary by the lessor and in the park.
	 
	 	11.7	 	No use should be made of any place outside the rented premises save for the purpose
of access to the rented premises in a mannner and way that the lessor shall determine
from time to time.
	 
	 	11.8	 	The tenant undertakes not to use the rented premises and any materials and devices
contained therein and not to carry out any activities therein that include risks that
exceed the risks insured as afoersaid in paragraph 8.1.7 above save if the consent of the
lessor is obtained for such in advance and in writing.
	 
	 	 	 	Should the lessor have given said consent, the tenant undertakes to maintain insurance
to the satisfaction of the lessor with respect to any damage to person or to property
that is liable to be caused from such risks, and this without derogating from the
lessor’s right to make the aforesaid further insurance on its own and it shall be the
tenant’s obligation to refund to the lessor immediately upon request any amount
expended thereby in this connection.










 



23








	 	11.9	 	The tenant shall use the rented premises and its surroundings in a manner that
shall not cause any disturbance to other tenants in the building, for the well-being and
enjoyment of their own rented premises while preserving and maintaining the cleanliness
of the joint property in the building, its facilities and the facilities in the park.
	 
	 	11.10	 	Without derogating from the aforesaid in this section above, the tenant undertakes
not to make any use of the property which is liable to cause noise and/or nuisance and/or
pollution and/or any accompanying result which is contrary to the provisions of any law.
	 
	 	 	 	Without derogating from the generality of the aforesaid, the tenant shall not make use
of the rented premises which involves and/or creates, either directly and/or
indirectly, chemical compounds and/or smoke and/or gas and/or bad smells and/or other
active ingredients which are capable or liable of harming the environment in any way.
	 
	 	11.11	 	The provisions of this section constitute a fundamental provision of the contract
and their breach or the breach of any part thereof shall constitute a fundamental breach
of contract.





12. Ban on Alterations





	 	12.1	 	The Tenant undertakes to abstain from engaging in or making any alterations,
modifications, repairs, additions or other construction works whatsoever on the premises
(all of these collectively: “the works”) without the Landlord’s prior written consent. It
is expressly stipulated that there shall be no installation of iron grilles or air
conditioners on the premises except with the Landlord’s prior written consent and in the
manner established by the Landlord. In the event of works being performed without its
consent, the Landlord shall be entitled to proceed as follows without prejudice to its
right to regard the matter as breach of contract:










 



24








	 	12.1.1	 	Demand that the Tenant demolish and/or dismantle the works and/or remove the
works from the premises, in which case the Tenant shall make all the repairs
necessary on the premises as a result thereof in order to restore the premises
to their original status as prior to the works, and to complete all the
foregoing within 14 days from the said demand by the Landlord. In the event of
the Tenant having failed to comply with the foregoing, the Landlord shall be
entitled to do it in lieu and at the expense of the Tenant; or
	 
	 	12.1.2	 	To retain the works as its own property, in which case the Tenant agrees that
the works constitute the exclusive property of the Landlord without being
subject to any consideration for them.






	 	12.2	 	In the event of completion of the works with the Landlord’s consent, the
Tenant shall have the following options at its disposal:






	 	12.2.1	 	To demolish and/or dismantle and/or remove the works from the premises,
whereupon the Tenant shall perform all repairs necessary on the premises for
restoring the affected part of the premises to its original condition prior to
the works, and to complete the foregoing not later than the end of the rental
period hereunder. In the event of failure of the Tenant to comply with the
foregoing, the Landlord shall be entitled to do so at the Tenant’s expense; or
	 
	 	12.2.2	 	To retain the works on the premises, in which case the works shall become the
exclusive property of the Landlord and the Tenant shall not be entitled to any
payment for them.






	 	12.3	 	The provisions of this article constitute a fundamental condition hereof, and their
breach constitutes a fundamental breach hereof.





13. Furniture and Equipment





	 	 	The Tenant may introduce furniture on the premises and install equipment
thereon, provided that no such entry or installation of furniture or
equipment shall damage the premises. The provisions of article 12










 



25








	 	 	hereinabove shall apply to any equipment and furniture the Tenant may
install and operate on the premises.





14. Preservation of the Premises





	 	14.1	 	The Tenant undertakes to use the premises in a prudent and reasonable manner, to
maintain the cleanliness of the premises and their surroundings, and to avoid any damage
to the premises including all installations serving the premises proper or those of other
occupants.
	 
	 	14.2	 	The Tenant undertakes to repair without delay any damage and/or breakdown caused to
the premises and to the installations referred to in the foregoing article 14.1, and to
replace any lost or otherwise affected accessory without any delay.
	 
	 	14.3	 	In the event of the Tenant having failed to make any repair or replacement as
provided hereinabove, the Landlord shall be entitled but under no obligation to do so at
the expense of the Tenant, whereupon the Tenant shall indemnify the Landlord in full for
any damage, breakdown, loss or destruction involved.
	 
	 	14.4	 	The provisions of this article constitute a fundamental conditions hereof, and any
breach of them shall be construed as a fundamental breach of this contract.





15. Liability and Indemnity





	 	15.1	 	The Tenant shall be liable for any loss and/or damage incurred by the Tenant and/or
any person on the Tenant’s behalf and/or the premises and/or the business conducted
thereon and/or to the equipment and/or installations located on or around the premises
unless the said damage or loss results from direct negligence on the part of the Landlord
and/or any person on behalf of the Landlord, including the managing company.
	 
	 	15.2	 	Without prejudice to the content of the foregoing art. 15.1, the Landlord or any
person on its behalf shall not be liable for any property damage and/or bodily injury
caused to the Tenant and/or its employees and/or persons on its behalf including agents,
representatives, contractors, customers or any other person located on the premises,
unless the damage results from direct negligence on the part of the Landlord and/or any
person on its behalf including the managing company.










 



26








	 	15.3	 	It is stipulated for the sake of clarity that the Tenant alone shall be liable to
the Landlord for any damage including bodily injury and/or property damage and/or image
loss and/or profits foregone of the Landlord in connection with the possession and/or use
of the premises by the Tenant or by any person on the Tenant’s behalf in the building.
	 
	 	15.4	 	The Tenant shall indemnify the Landlord and/or te managing company and keep them
harmless from any damage and/or expense and/or claim and/or demand and/or charge
(hereinafter in this article: claim) against the Landlord and/or the managing company
in connection with any loss for which the Tenant is liable as aforesaid, everything on
first written demand by the Landlord.






	16.	 	Insurance
	 
	 	 	Without prejudice to the liability or obligations of the Tenant hereunder or
according to any law, from the earlier of the moment of entry of any assets
and/or property to the premises or the date of commencement of this
contract, the Tenant shall at its own expense acquire and maintain the insurances listed below
for the duration of the rental (hereinafter:
Tenant’s Insurances):






	 	16.1	 	Property Insurance: Insurance of the full amount and restitution value of the
content of the premises and/or other property owned and/or under the responsibility of
the Tenant and located outside the premises, including any repair, alteration, upgrade
and addition made and/or to be made by and/or on behalf of the Tenant, against the risks
commonly covered under an “extended fire” insurance, including fire, smoke, lightning,
explosion, earthquake, storm, tempest, flood, damage due to water and other liquids, pipe
bursts, damage by aircraft, damage resulting from supersonic boom, collision, strikes,
malicious damage, and burglary.
	 
	 	16.2	 	Profits foregone insurance of the Tenant for cases of damage caused to the premises
and/or the content thereof as a result of the risks covered pursuant to the foregoing
article 16.1 (except burglary) for an indemnity period of not less than 12 months.
	 
	 	 	 	The insurances referred to in the foregoing articles 16.1 and 16.2 shall comprise an
express provision thereby the insurers waive their right to subrogation toward










 



27








	 	 	 	the Landlord and/or the managing company and/or persons on behalf of the foregoing
and/or the other tenants and/or possessors of the building and/or their employees and
managers where their respective insurance policies comprise a provision on waiver of
subrogation toward the tenant, provided that such waiver of the subrogation right
shall not apply in favor of a person who is the perpetrator of a malicious damage.


The Tenant undertakes to update from time to time the insurance amounts for the
insurances referred to in the foregoing art. 16.1 and 16.2 so as to maintain the full
reconstitution value of the insured property.
	 
	 	16.3	 	Third Party Liability Insurance: Insurance of the Tenant’s company toward the
Landlord and/or the maintenance company and/or any third party according to the laws of
the State of Israel with an insurance limit of not less than the NIS equivalent of
$1,000,000 per case and as a total for an annual insurance period. The said insurance shall not be subject to any restriction concerning liability
arising from fire, panic, explosion, mechanisms for lifting, loading and unloading,
defective sanitary installations, poisoning, any harmful factor contained in food or
drinks, or lockouts or claims by the National Insurance Institution.
	 
	 	 	 	The aforementioned insurance shall be extended to include the Landlord and the
maintenance company as co-insureds, subject to the article on cross insurance whereby
the insurance shall be deemed to have been contracted separately for every one of the
insured’s individuals, subject to the provision that the Landlord and/or the managing
company is not liable for payment of any premium for covering the liability of the
Landlord and/or the managing company as owners and/or managers of the premises or for
their liability for any acts or omissions of the Tenant.
	 
	 	16.4	 	Employers liability insurance for the Tenant’s liability toward its employees
and/or personnel employed by and/or on behalf of the Tenant under the Torts Ordinance
(New Version) and/or pursuant to the Faulty Products Liability Law, 1980, with regard to
death and/or bodily injury to an employee as a result of an accident or disease in the
course of and as a result of the work, with a liability limit of not less than $5,000,000
(five million US$) per victim per case and as a total for a one-year insurance period.










 



28








	 	 	 	The said insurance shall contain no restriction whatsoever with regard to working
hours, work at high or deep places, contractors, subcontractors, baits and poisons, or
the employment of youths.
	 
	 	 	 	The said insurance shall be extended to indemnify the Landlord and/or the managing
company in the event of these being regarded as the employer of all or some of the
Tenant’s employees.
	 
	 	16.5	 	The following provisions shall apply to the Tenant’s insurances as provided
hereinabove:






	 	16.5.1	 	The insurances shall be acquired by the Tenant at its own expense with a
renowned insurance company legally licensed to make insurances in Israel;
	 
	 	16.5.2	 	The Tenant undertakes to pay the premiums within the deadlines agreed with the
insurer; at the Landlord’s request the Tenant shall present certificates of the
payment of the premiums.
	 
	 	16.5.3	 	The Tenant’s insurances shall comprise an express provision whereby they
precede all insurances made currently and/or in future by the Landlord and/or the
managing company, and the insurer waives all claim or demand concerning
participation in the insurances of the Landlord and/or the managing company; the
insurer shall further undertake that the policies shall not be reduced or
cancelled except by means of a written notice sent by registered mail to the
Landlord at least 60 days in advance.
	 
	 	16.5.4	 	Without necessitating any demand by the Landlord, the Tenant undertakes to
provide the Landlord not later than the earlier of the time of inception hereof
or the time of entry of any assets into the premises, with a certificate
testifying to the acquisition of insurance of the premises as worded in the
Premises Insurance Certificate enclosed herewith as Appendix A to this contract
and bearing the legal signature of the insurer.
	 
	 	 	 	The Tenant acknowledges that the presentation of a Premises Insurance
Certificate as aforesaid constitutes a prior and suspensive condition for the
commencement of operations by the Tenant on the premises and/or for the
introduction of any assets to the premises; further, that the










 



29








	 	 	 	Landlord shall be entitled to prevent the Tenant from exercising its
operations on the premises and/or introducing any assets thereto in the
event of failure to present the said certificate by the aforementioned
deadline. The Tenant further undertakes to provide the Landlord with
original copies of the insurance policy for the premises within 30 days from
demand by the Landlord.
	 
	 	16.5.5	 	It is stipulated for the sake of clarity that nothing in a failure to
submit the insurance certificate or the insurance policies within the
established deadline shall affect the Tenant’s obligations hereunder,
including, without prejudice to the generality hereof, the performance of
any payment due by the Tenant, and the Tenant undertakes to comply with all
of its obligations hereunder even if prevented from performing any works
and/or assuming possession of the premises and/or introducing assets to the
premises and/or opening its business on the premises owing to failure to
present insurance certificates and/or policies on time.
	 
	 	 	 	     It is stipulated in this context that nothing in the acquisition of the
insurances by the Tenant shall in any way affect the Tenant’s obligation
under this contract, or relieve the Tenant from any of its obligations
hereunder or exempt the Tenant from its obligation to indemnify the Landlord
and/or the managing company and/or any person whatsoever in connection with
any damage for which the Tenant is liable hereunder or according to law.
	 
	 	 	 	     Nothing in the payment of any insurance benefits shall be construed as
reducing the amount of indemnity and/or compensation due to the Landlord
and/or the managing company for any damage and/or loss.
	 
	 	16.5.6	 	Not later than 14 days before the expiry of the insurance period for the
premises, the Tenant shall deposit with the Landlord and/or the managing company
a certificate of insurance as provided in the foregoing article 16.5.4 with
regard to the extension of the insurance by another year; moreover, within 30
days from demand by the Landlord deposit the Tenant shall deposit the original
copies of the










 



30








	 	 	 	insurances of the premises, as long as the Tenant retains possession of the
premises.
	 
	 	16.5.7	 	The Landlord and/or the managing company shall be entitled to examine the
insurance certificates and/or policies submitted by the Tenant as aforesaid, and
the Tenant undertakes to carry out such amendments or modifications therein as
required for complying with its obligations hereunder. The Tenant declares and
undertakes that nothing in the right of the Landlord and/or the managing company
to carry out the said examination or to demand any modifications therein shall
impose on the Landlord and/or the managing company and/or any person on their
behalf any obligation or liability regarding the said insurance certificates or
policies, their content, extent or validity, or the lack thereof; nor shall any
of the foregoing affect any of the obligations imposed on the Tenant hereunder,
regardless of whether or not any of the foregoing shall have been demanded or
examined.
	 
	 	16.5.8	 	The Tenant undertakes to comply with all the provisions of the aforementioned
policies, to pay the insurance premiums in full and on time, and to make sure
that the policies for the insurance of the premises are renewed from time to time
as necessary so as to remain valid for the entire duration of the rental.
	 
	 	16.5.9	 	In the event of the Tenant having failed to comply with its obligations under
this article 16, the Landlord and/or the managing company shall be entitled but
under no obligation to acquire the insurances or part thereof in lieu of the
Tenant and at the Tenant’s expense and/or to pay any amounts due in lieu of the
Tenant, all this without prejudice to the Landlord’s right to any other relief.
	 
	 	16.5.10	 	The Tenant undertakes to abstain from personally engaging or allowing any
other person on its behalf to engage in any act or omission that may increase
the insurance expenses due by the Landlord and/or the managing company and/or by
any other tenants for insurance of the building or its premises.
	 
	 	16.5.11	 	The Tenant undertakes that in the event of the Landlord and/or the managing
company being charged with payment of insurance premiums in addition to the
amount usually applied owing to the










 



31








	 	 	 	operations of the Tenant, the Tenant shall pay the difference to the
Landlord and/or the managing company, as the case may be, on first demand.






	 	16.6	 	Without prejudice to the Tenant’s undertakings under this article and the other
provisions hereof, and without imposing on the Landlord any obligation beyond those
contained in the other articles hereof, the Landlord shall be entitled to acquire and
maintain the following insurance policies personally and/or through the maintenance
company (hereinafter: the Landlord’s insurances):






	 	16.6.1	 	Insurance of the full reconstitution value of the building of the premises
including its attachments, as well as the additions and improvements made on the
premises by the Landlord, against the common risks of “extended fire” insurance
including smoke, lightning, explosion, earthquake, riots, strikes, malicious
damage, storm, tempest, flood, damage caused by water and other liquids, pipe
bursts, damage by aircraft, supersonic boom, collision, burglary and any other
risk required in the opinion of the Landlord and/or the managing company, in
stated amounts or without such limitation, everything as determined by the
Landlord and/or the managing company at their sole discretion, on the provision
that the insurance amount shall not exceed the reconstitution value of the
building of the premises including its attachments.
	 
	 	 	 	The insurance shall comprise an article providing for waiver of the right of
subrogation toward tenants and/or occupants of the building of the premises
with regard to damage caused by them to the building of the premises, on the
condition that the provisions on waiver of the subrogation right shall not
be in favor of a person causing malicious damage.
	 
	 	 	 	The term “the building of the premises” shall for the present purposes
include all facilities constituting an integral part of the building,
expressly excluding the content of all premises and all additions, repairs,
alterations, improvements or expansions made on premises by the respective
tenants or persons on their behalf.










 



32








	 	 	 	The insurance premium due by the Landlord for insurance of the building of
the premises shall be paid by the Tenant to the Landlord within 7 days from
demand by the Landlord.
	 
	 	16.6.2	 	The insurance for loss of rent to the Landlord and/or the managing company as a
result of loss or damage to the building of the premises following the risks
referred to in art. 16.6.1 hereinabove, for a period of not less than 12 months.
	 
	 	 	 	The aforementioned insurance shall comprise a provision on waiver of the
subrogation right toward tenants and/or occupants of the building of the
premises with regard to damage caused by them, on the condition that the
provision concerning waiver of the subrogation right shall not apply in
favor of a person causing malicious damage.






	 	16.7	 	The Landlord and/or the managing company hereby declare that they shall have no
grounds for any claim and/or demand toward the Tenant with regard to damage for which the
insurer shall have paid indemnity and/of compensation, up to the amount actually paid by
the insurer and from the time of such payment.
	 
	 	16.8	 	The provisions of article 16 hereof constitute a fundamental condition hereof, and
the breach of any part thereof shall constitute a fundamental breach of this contract.





17. Access of the Landlord to the Premises





	 	17.1	 	The Landlord, persons on its behalf and persons on behalf of the latter shall be
entitled to build additional floors on the building and/or to carry out other
construction works and/or to lay pipes, ducts and other conducts for water, sewage, gas,
canalization, electricity, telephone or for any other purposes through or on the
premises, and also to carry out any other works or installation on the premises, for uses
in a property adjacent to the premises and for any other comparable purpose, on the
condition that such rights shall be exercised in a










 



33








	 	 	 	manner that reasonably minimizes the inconvenience and disturbance involved therewith.
	 
	 	 	 	The Landlord shall ensure that such works on the premises be followed by all the
reasonable repairs necessary for restoring the original status of the premises as
closely as possible.






	 	17.2	 	The Landlord or persons on its behalf may, subject to coordination with the Tenant:






	 	17.2.1	 	Enter the premises at any reasonable time for inspecting the compliance with
the provisions of this contract;
	 
	 	17.2.2	 	Enter the premises at any reasonable time and carry out repairs necessary on
the premises as necessary for the building or any parts thereof;
	 
	 	17.2.3	 	During the last six months of the rental, enter the premises during normal
working hours in the company of visitors;
	 
	 	17.2.5	 	Instruct the Tenant to allow the performance of any repairs necessary on the
premises, regardless of whether or not intended for the premises or for other
parts of the building.






	 	17.3	 	The Tenant undertakes not to deny the Landlord any access to the premises as
provided in articles 17.1 and 17.2, and to allow the Landlord to perform the works
envisaged in the said articles.









	 	17.4	 	Apart from the foregoing, the Landlord, the managing company and/or any person on
their behalf shall be entitled to enter the premises at any time if circumstances so
dictate in case of emergency and/or if property damage or personal injury may occur in
the absence of such entry.









18. No Assignment of Rights





	 	 	The Tenant shall not be entitled to assign and/or transfer its rights hereunder as a whole or
in part except with the Landlord’s prior written consent. Any conditions established by the
Landlord for such assignment or transfer shall be complied with in advance thereof. The
Landlord retains sole discretionary power to grant or withhold its consent; without prejudice
to the foregoing, a refusal by the Landlord in case of an unsuitability of the
transferee/assignee to the mix of businesses in the building and/or the park and/or










 



34








	 	 	with regard to matters related to the reputation and/or reliability and/or goodwill and/or
economic resources and/or business of the transferee/assignee shall not be construed as an
unjustified or unreasonable refusal.






	 	18.1	 	The Tenant undertakes not to transfer the rental of the premises or part thereof to
any third person; not to deliver, hand over or sublet the premises or part thereof; not
to include any third person in the maintenance and/or use of and/or benefit from the
premises or part thereof and/or the business being conducted on the premises; not to
grant any beneficiary or other right with regard to the premises or part thereof, whether
or not for a consideration.
	 
	 	 	 	The Tenant further undertakes not to transfer, mortgage or otherwise encumber any of
its rights hereunder.
	 
	 	18.2	 	With regard to the foregoing article 18.1, in the event of a corporate Tenant, any
operation leading to a change of control over the Tenant shall be deemed as an act
subject to approval by the company.
	 
	 	 	 	The term “control” for the purposes of this article shall mean the holding of at least
51% of the shares and rights of all classes in the corporation, including the right to
appoint at least 51% of the directors and the right to appoint the CEO.
	 
	 	18.3	 	The provisions of this article constitute a fundamental
condition of this contract,
and their breach shall amount to a fundamental breach hereof.





19. Vacation





	 	19.1	 	19.1.1 The Tenant undertakes to vacate the premises not later than the expiry of
the rental period and/or in case of termination hereof by the Landlord following a breach
hereof by the Tenant, to vacate the premises and deliver them to the Landlord free and
empty of any person and object, the premises being in a good, proper and orderly
condition as obtained by the Tenant, barring reasonable wear and tear resulting from a
reasonable, prudent use by the Tenant. It is agreed for the sake of clarity that the
Tenant shall whitewash the premises at its expense using a paint or whitewash of a color,
material and quality as originally obtained from the Landlord.






	 	 19.1.2	 	The Tenant shall provide the Landlord with certificates from every municipal
and/or governmental authority testifying to the discharge of










 



35








	 	 	 	all of its obligations hereunder. In the event of the Tenant having failed
to submit all the certificates on time, the Landlord shall possess all
rights according to law and pursuant to this contract, being entitled to
exercise the sureties submitted to the Landlord for securing the discharge
of the Tenant’s obligations hereunder.






	 	19.2	 	In the case of the Tenant having failed to comply with its obligations pursuant to
the foregoing article 19.1 without prejudice to any of the other rights of the Landlord
hereunder and pursuant to law in the circumstances of the case, the Tenant shall pay fit
usage fees in the amount indicated in Appendix A plus VAT for every day as liquidated
damages, the usage fees being linked to the index and subject to the provisions of
article 7.1, mutatis mutandis.
	 
	 	 	 	In addition, the Tenant shall pay the managing fees plus VAT for the period of delay
of vacating the premises, and it is agreed between the parties that an arrears of a
fraction of a month shall be regarded as one of a full month.
	 
	 	 	 	The time of payment of the liquidated damages per day of arrears in vacating the
premises shall take place at the beginning of every day of arrears.
	 
	 	 	 	It is agreed and declared between the parties that the amount of liquidated damages
has been established after a balanced examination with a reasonable approach to the
damages foreseeable at the time of signing this contract, to be incurred by the
Landlord as a result of failure to vacate the premises on time, so that there shall be
no claim by the Tenant to the effect that the respective amount constitutes a fine;
and the Tenant shall have no grounds for making such claim.
	 
	 	19.3	 	It is expressly agreed and declared between the parties that nothing in the content
of the foregoing art. 19.2 shall discharge the Tenant from its obligations pursuant to
the foregoing art. 19.1 and/or be construed as granting any right to the Tenant
including, without prejudice to the generality of the foregoing, any right of protected
tenancy under the Tenant Protection Law, or as any consent by the Landlord to an
extension of the period of rental of the premises by the Tenant and/or as any waiver to
the Tenant by the Landlord and/or as prejudicial to the rights of the Landlord and/or as
impairing the Landlord’s right to seek any other relief or remedy under this contract and
the law for any damage incurred by the Landlord as a result of the Tenant’s failure to
vacate the premises on time.










 



36








	 	19.4	 	In the event of the premises not being in the condition defined in art.
19.1 at the time of its vacation and delivery to the Landlord, the Landlord shall be
entitled to one of the following options: to collect from the Tenant on first demand
all the expenses to be made by the Landlord for restoring the premises to their
required condition, including all the expenses involved therewith, plus compensation
for any damage, loss and profits foregone resulting from the state of the premises
and/or the need for restoring the original state of the premises, or to
establish that the Tenant has failed to vacate the premises as provided by the
contract, whereupon the provisions hereof regarding a failure by the Tenant to vacate
the premises shall apply.
	 
	 	19.5	 	The vacation of the premises and their return to the Landlord shall take
place in the presence of the Landlord and the Tenant; these shall draft a vacation
protocol that reflects the status of the premises. In the case of vacation conducted
in the absence of the Tenant for causes attributable to the Tenant, the said protocol
shall be drafted by the Landlord and its content shall be binding on the Tenant.

	 
	 	19.6	 	In addition to all rights of the Landlord pursuant to law
and hereunder, in the case of the Tenant having failed to vacate the premises
on time the Landlord or a person appointed by the latter shall be entitled
and authorized to proceed as follows, to which the Tenant grants its consent
in advance:






	 	19.6.1	 	To disconnect immediately the supply of electric power, water, air
conditioning and other utilities for the premises and/or to the Tenant,
everything at the sole discretion of the Landlord, and the Tenant waives any
claim and/or demand in connection therewith;
	 
	 	19.6.2	 	Enter the premises by break-in and replacing the locks with others, using
reasonable force, obtaining sole possession thereof and removing all items of
the Tenant therefrom, storing them at the Tenant’s expense and risk in such
place as the Landlord may see fit, whereupon the Tenant shall refund to the
Landlord all the expenses incurred by the Landlord in connection therewith.
The Landlord shall not be liable for any damage caused to the Tenant and/or
the Tenant’s property during the aforementioned operations by the Landlord,
and










 



37








	 	 	 	the Tenant waives in advance any claim or demand against the Landlord in
connection with the foregoing.






	 	19.7	 	On failing to vacate the premises on time or to comply with any of the provisions
hereof with regard to the vacation, the Tenant shall for all intents and purposes be
regarded as a recent squatter and trespasser.
	 
	 	19.8	 	The provisions of this article constitute a fundamental condition hereof, and their
breach shall amount to a fundamental breach hereof.





20. Collaterals





	 	 	As collaterals to the fulfillment of all the lessee’s obligations according to this contract,
the Lessee would provide the Lessor, no later than 7 days after the signing of this Contract,
with all the collaterals as detailed hereinafter:






	 	20.1	 	An unconditional, endorsable Bank guaranty, prepared for the Lessor benefit,
realizable in proportional payments, stamped according to law, on the Lessee’s account,
to be valid for the whole duration of the lease, and 90 days after the end of that
lease, at the sum of 9 (nine) months of the monthly lease payments, along with 9 (nine)
months of Maintenance Fee payments, plus VAT for all those payments, while the sum of
the guaranty is indexed according to the basic index. To remove any doubt, in any case of rise in lease payments, the Lessee would have to
enlarge this aforementioned guaranty accordingly.
	 
	 	 	 	In case this contract grants the Lessee with the right to lengthen lease duration, and
had the Lessee made use of this right, the Lessee would provide to the Lessor, along
with his notification about the use of that right, and as a precondition to the
validity of said notice, a bank guaranty as aforementioned, to be valid until 90
(ninety) days after the end of lease period, including lengthened extent, as he wishes
to lengthen it in his notice.
	 
	 	 	 	The Lessee would cover all expenses of said bank guaranty, including stamps expenses,
guaranty renovation and guaranteeing bank commissions.










 



38








	 	20.2	 	The Lessor would be allowed, at his sole discretion, and without any preliminary
notice, realize the guaranty, in whole or partially, in case of any breach of this lease
contract by the Lessee, or in a case where payments, due to the Lessor by the Lessee,
were not paid in time.
	 
	 	 	 	After 90 (ninety) days from the end of the lease period, and after the Lessor has been
satisfyingly assured that the Lessee had fulfilled all his obligations according to
this Contract, the Bank guaranty would be returned to the Lessee.
	 
	 	20.3	 	To remove any doubt, the provision of the aforementioned collaterals or a part of
them, and /or realization of said collaterals by the Lessor, would not diminish the
right or support given to the Lessor and/or the managing company by law and/or by this
contract, or diminish from the Lessor and/or his Managing Company right to collect all
that is awed to them from the Lessee in any other way, or for releasing the Lessee from
any of his obligations according to this contract, or limit compensation and/ or damages
that the Lessor and/or Managing Company would be allowed to collect from the Lessee. The
Lessee would not be recompensed for any ensuing damage to him as a result of the
realization of the aforementioned collaterals.
	 
	 	20.4	 	Has the Lessor realized the Bank Guaranty in full, or in part, the Lessee would
provide another guaranty instead, or supplement the sums guaranteed by it, according to
the situation.
	 
	 	20.5	 	The instructions of this chapter are considered a fundamental condition of this
contract, and any breach of them would be considered as a fundamental breach of
Contract.





21. Executing Obligations of Other Side:





	 	 	Whenever the Lessee should, according to this Contract, have a duty to perform an operation
or a do a job of any sort, or pay a certain payment, and the Lessee did not execute this
operation, or job, or payment, as he should have, until the date quoted by the contract, or
by any law, or, when there is no such quoted date, until a date that










 



39








	 	 	would be quoted by a notification issued by the Lessor, the forthcoming instructions would be
in effect:
	 
	 	 	The Lessor and/or Managing Company would be allowed, but not obliged, to perform this
operation, or job, or payment, instead of the Lessee and on his account, whether by
themselves or by others. In that case, the Lessee would be obliged to pay the Lessor
immediately, upon demand, all the sums, or loses, or damages, that the Lessor or the Managing
Company paid, or sustained, due to the execution of said operation, or job, or payment, with
additional 15 (fifteen) percent of those sums, as general expenditures, along with indexation
adjustments and interest according to the rate quoted in the forthcoming chapter 22. starting
at the date at which the Lessor and/or the Managing Company were indebted by the expense,
until the actual payment in full by the actual Lessee.
	 
	 	 	It is so agreed, that in any case, the Lessor and/or the Managing Company are not obligated
to perform these operations/jobs/payments, and they would not be liable in any way by doing
them.
	 
	22.	 	Interest:
	 
	 	 	Any delay in any sort of payment by the Lessee would be subject to interest payment at the
maximal rate allowed by law at that time, and when there is no such limitation on rate of
interest ascertained by law, the maximal obstruction of payment interest rate that Israel
National Bank Ltd. (Bank Leumi) would charge for exceptional overdraft of an account at that
time for the duration of that overdraft, that without withholding the Lessor and/or the
Managing Company rights for higher rate of compensation or any other remedy.
	 
	 	 	A confirmation in writing by one of the Bank’s branches managers, concerning the
aforementioned rate of interest at the time, would serve as a exclusive and decisive evidence
to the above-mentioned interest rate.
	 
	23.	 	Violation and Remedies:






	 	23.1	 	Each side that violates, or would not fulfill any and all of its obligations by
this Contract, would be obligated to compensate the other, fulfilling side, for all the










 



40








	 	 	 	loses and damages suffered by that side due to these violations or neglect, without
diminishing the fulfilling side’s rights for any other actions or remedies, including
actual execution or an eviction order.
	 
	 	23.2.	 	The Lessor would be allowed to terminate this contract, despite any instruction
in the contract concerning the extent of the lease, and demand an immediate eviction of
leased property, by a preliminary notice of ten (10) days (hereinafter “Annulment
Notice”), handing out of the Right of Possession into the Lessor hands, in any of the
forthcoming cases:






	 	23.2.1.	 	The Lessee has made a fundamental violation of the contract or of one or more
of its indispensable instructions.
	 
	 	23.2.2.	 	The Lessee has made a non-fundamental violation of the contract, and failed to
remedy this breach within 30 days from the day he was asked to do so.
	 
	 	23.2.3.	 	The Lessee, or someone of its individuals, accordingly, has passed away and/or
an application was set before a certified Court for its winding up, bankruptcy,
appointment of a trustee, a receiver, a temporary liquidator, an official
receiver, preliminary receiver, a receiver for a significant part of the Lessee
assets, a request for foreclosure on a significant part of Lessee assets, and the
like, and such order was issued by the Court according to such application, or
that application was not cancelled or dismissed within 45 days from its
presentation in Court, and/or if the Lessee itself presented a request for its
winding up or bankruptcy, and/or requested Court’s intervention in a creditors’
settlement.
	 
	 	23.2.4	 	The guaranties and/or other collaterals given to assure the existence of this
contract, in full or partly, had expired, or terminated, or declared by a
certified Court to be annulled, or invalid, for any reason whatsoever.






	 	23.3.	 	Had an Annulment Notice been given, the instructions of this Contract relating
to eviction would be in effect, along with the forthcoming directives:






	 	23.3.1.	 	The Lessor and/or the Managing Company would have the lien rights on the
equipment and stock of the Lessee, to serve as a collateral for the










 



41








	 	 	 	payment of all compensations and monies that are due to the Lessor and/or the
Managing Company from the Lessee in such case. The Lessor and/or the Managing
Company would have the right to forfeit the equipment and stock and/or to repay
through these by selling, or by any other way, for the repayment of the Lessee
debts to them, in case these debts would not be repaid within fifteen (15) days
from the date of receiving the first demand in writing.
	 
	 	23.3.2.	 	The Lessee would be responsible for reimbursing the Lessor and the Managing
Company, immediately on receiving the first demand in writing, for all their
expenses, damages and losses created by the breach of Contract by the Lessee.
	 
	 	23.3.3.	 	The Lessee would not have the right to object in any way and/or try to delay or
prevent any association between the Lessor and any other Lessee, or try to prevent
or delay the actual execution of leasing said property to any alternative Lessee.
All that would be in effect throughout the relations between the Lessor and
Lessee, and also throughout the relations between the Lessee and the alternative
Lessee, and would be considered, among others, as contractual directives for the
sake of a third party.






	 	23.4.	 	In case one of the events mentioned in paragraphs 23.2.1. to 23.3.4. is in
effect, all the rest of lease payments and maintenance fees for the reminder of lease
period would be presented for an immediate repayment, and the Lessee would be obligated
to pay all those payments in full until the end of two (2) business days from the date
of the first written demand, without diminishing any right and/or other remedies allowed
to the Lessor by law or according to the contract.
	 
	 	23.5.	 	Without diminishing from its right to higher rate of compensation, or any other
remedy, the Lessor would be entitled to an agreed and pre-assessed compensation of a sum
equal to six (6) months of monthly payments and maintenance fees plus appropriate VAT at
the time of the contract breach or at the time of the actual payment, according to the
higher rate between the two options, and this whether if the Lessor chose to annul the
contract or let it exist, as long as in the case of letting the contract exist, albeit
the Lessor right to terminate it, a compensation of twenty (20) percent of the aforesaid
sum would










 



42








	 	 	 	then be paid. Both sides declare that they see this sum as an agreed and appropriate
compensation for the damage that both sides see as a resulting consequence of the
fundamental violation of the contract by the Lessee.






	24.	 	Transference of Rights by the Lessor: 
	 
	 	 	The Lessor is allowed to lease and/or sell its rights in the building and/or the leased
property, in whole or in parts, to anyone and any purpose (including a purpose similar to the
purpose of the lease itself) it would consider as appropriate. Moreover, it could execute any
sort of building work and renovations in the building itself and its surrounding, even if
such work to be considered as structural changes in the building’ without needing any sort of
consent of the Lessee , and that without harming any of the Lessee rights in the leased
property according to this contract.
	 
	 	 	The Lessee states that he is aware that the Lessor does not commit itself that in other units
in the building, or in any other place in its surrounding, there will not be competing or
similar businesses to the business the Lessee maintains in the leased property.
	 
	25.	 	Miscellaneous: 






	 	25.1.	 	Any sort of behavior by any of the sides would not be considered as
relinquishing any of its rights according to this contract, or according to any law, or
as a waiver or consent to any violation, or abstention from fulfilling the conditions of
this Contract by the other side, or as consenting to a delay or an extension for
executing any feat that the other side should do, or as a change, dismissal or addition
to any condition whatsoever, unless this waiver, consent, delay, change, dismissal or
addition were explicitly conveyed in writing.
	 
	 	25.2.	 	It is explicitly agreed that the fulfillment of any and all the Lessor’s
obligations according to the Contract depends on prior fulfillment of the Lessee’s
obligations due to this Contract, according to the matter, and the Lessor may, without
harming what appears in any other place in the Contract, postpone the execution of any
obligation until the Lessee has fulfilled his obligations.










 



43








	 	 	 	It is hereby explicitly agreed that the Lessee would not be allowed to delay the
execution of any of its obligations according to this Contract for any reason,
including the delay in execution, or avoidance of doing any of the Lessor and/or the
Managing Company own obligations according to this contract.
	 
	 	25.4.	 	In case the Lessee is a foreign resident, the Lessee is hereby obligated to
execute all its obligations as per this Contract, in accord with the Monetary
Supervision Law, 1978, and all laws, rules and regulations resulting from it.
	 
	 	25.5.	 	The Lessor accounting books would serve as an alleged proof to any billing and
accounting included in them, and a demand given by the Lessor to the Lessee, which is
confirmed and authorized by a certified accountant (CPA) would be obligatory to the
Lessee, and the Lessee hereby agrees that it would serve as an acceptable written
voucher, sufficient for serving to the Court on a summary judgment procedure.
	 
	 	25.6.	 	Both sides agree that the Certified Court in the City of Tel-Aviv would hold the
special and exclusive judicial jurisdiction in all matters concerning this Contract and
all relays in connection with it.
	 
	 	25.7.	 	This Contract and its appendixes crystallize and express the relationship of
rights and obligations between the Lessor and Lessee in an exclusive and absolute
manner.
	 
	 	25.8.	 	Both sides declare that they arrived at this Contract after a proper inspection
and checking, and neither side based his opinion on any information save that is
presented explicitly by this Contract.
	 
	 	25.9.	 	No instruction of the conditions and directives included in this Contract aims
to diminish any part of another condition or instruction in the Contract but only to add
up on it.
	 
	 	25.10	 	There is nothing in this Contract to indicate on any partnership relations
and/or mission relationship between the sides, and it does not provide any rights to any
third party not mentioned in the Contract. Moreover, neither would the Contract










 





44








	 	 	 	hold anything that would diminish or harm any duty or obligation of any third party.
	 
	 	25.11.	 	In order to remove any doubt, it is so clarified that the rights provided to the
Lessee as per this Contract, as provided to him, are provided to the Lessee only
concerning the leased property, and the Lessee does not, and would not have any such
right concerning existing or future building rights, and/or existing or additional
building areas that would be approved and built by the Lessor or by another third party,
and/or concerning the use of any part of the park, whether existing or will be erected
in the future, which is not within the borders of the leased property, including roofs,
passages and so on. The Lessee is hereby giving his prior agreement to any operation
and/or use as aforementioned, and would not be able to object in any way to any of
those.
	 
	 	 	 	It is also clarified, in order to remove any doubt, that the Lessee would not be
allowed, at any time, to inscribe a warning notice in the property proprietary books,
due to its rights as per this Contract
	 
	 	25.12.	 	The addresses of both sides are as written alongside their names at the beginning of
the Contract, and every notice sent to any of the sides according to the address aside
its name, will be considered as being delivered to him within 72 hours after it has been
sent there by registered mail.
	 
	 	 	 	For a general Lessee, employing a few individuals, the notice would be seen as being
delivered to all those Lessee individuals when being sent to one of those individuals
according to this address.
	 
	 	 	 	As evidently seen, both sides sign this Contract on the aforementioned date





	 	 	 	 	 
	/s/
Erez Golan, CEO

	 	/s/ Yosi Levin, Director
of
Income Generating Assets	 	 
	 


	 	 

	 	 
	
/s/ Avi Molcho, Director

	 	/s/ Hanan Bar-tal, Director of

marketing Department, Africa Israel Assets
	 	 
	 


	 	 

	 	 







 









 





45




Appendixes List:




	 	 	 	 	 	 	 
	Appendix

	 	“A”
	 	—
	 	Special Conditions, Corrections and Completions – The Supplement.
	 
	 	 	 	 	 	 
	Appendix

	 	“B”
	 	—
	 	A Layout of The Building.
	 
	 	 	 	 	 	 
	Appendix

	 	“C”
	 	—
	 	A Layout of The Leased Property.
	 
	 	 	 	 	 	 
	Appendix

	 	“D”
	 	—
	 	Cancelled.
	 
	 	 	 	 	 	 
	Appendixes

	 	“E”
	 	—
	 	Confirmations of the Lessee’s Insurance Policies.
	 
	 	 	 	 	 	 
	Appendix

	 	“F”
	 	—
	 	Cancelled.
	 
	 	 	 	 	 	 
	Appendix

	 	“G”
	 	—
	 	Rules for The Supply of Electricity services.
	 
	 	 	 	 	 	 
	Appendix

	 	“H”
	 	—
	 	Bank Guaranty’s Format
	 
	 	 	 	 	 	 
	Appendix

	 	I”
	 	—
	 	Instructions about Interior Design & Construction of Leased Property.












 



46


Appendix “A”




To Unprotected Lease Contract of July 3th 2003




Lessee Name: Top Spin Medical (Israel) Ltd.



The contents of this document comes to complement all that is said in the Contract and not to
diminish it, but where there is a contradiction between the instructions in this Appendix and such
instructions in the body of the Contract, the instructions appearing in this Appendix would rule.




	 	 	 
	“The Leased Property”

	—	The area on the third floor in Building No.2 in the Park of which borders are marked in
green on the attached layout marked as Appendix C; the Lessor declares that its rights in
the Leased Property and the Building result from a development agreement between itself
and “Israel’s Properties Administration”, and it is entitled to be inscribed as the
lessee of The Leased Property and The Building, and there us no legal prevention by law
and/or by agreement to its connection as per this Contract and the fulfillment of all its
obligations as required by it.
	 
	 	 
	“Leased Property Area”

	 	Approximately 1,100 sqm gross,
including proportional parts of the
public areas due to the communal use
of them, all as mentioned in chapter
“Leased Property Area” hereinafter.
	 
	 	 
	“Date of Delivery”

	—	Actual occupation of The Leased
Property by The Lessee, or the date
of November 1st 2003,
whichever comes first, whether if
the interior construction works at
The Leased Property are completed by
that date or not.
	 
	 	 
	“Duration of The Lease”

	—	A period of 60 months, beginning at
The Date of Delivery.
	 
	 	 
	“Lease Payments”

	—	Basic monthly Lease Payments at the first Duration of the Lease would be the amount in
NIS equal to $8.66 (eight USD and sixty six cents), calculated by the basic indexed rate
of the USD, per 1sqm gross of The Leased Property, when that sum is indexed to The Basic
Index as mentioned, plus VAT according to law.












 



47


	 	 	 
	“Basic USD Rate”

	 	4.304 NIS per 1 USD (the
representative exchange rate as
published by The Bank of Israel, the
last available at the date of
signing this Contract)
	 
	 	 
	“The Basic Index”

	—	The cost of living index (The
general index) published on the date
of May 15th 2003 for the
month of April 2003, (101.2 points,
2002 based) (last known index at the
date of signing The Contract).
	 
	 	 
	Paragraph 3.1:

	 	The words “(“hereinafter the Date
of Delivery”) will be deleted. After
the words “all its systems in good
order” there would be added “...and
built according to the lawful
building permits and valid
town-planning plans”.
	 
	 	 
	Paragraph 3.2:

	 	The paragraph would be deleted
	 
	 	 
	Paragraph 3.3:

	 	The paragraph would be deleted
	 
	 	 
	Paragraph 3.4:

	 	The paragraph would be deleted
	 
	 	 
	Paragraph 3.5:

	 	The words “at the Point of Delivery” would be deleted, and instead it would be added “at
the date of given the permission as mentioned in Appendix “J” of this Contract. The words
“the state of The Leased Property would be specified, including the faults and defects in
it” would be deleted, and instead it would be added “the state of the structure’s
envelope and infrastructure would be specified, including any known faults and defects”.
At the end it would be added “save such hidden faults and/or defects and/or discords that
could not be revealed by a reasonable Lessee inspection”.
	 
	 	 
	Paragraph 4.2:

	 	Albeit what is said in this paragraph, it is agreed that the Lessee has the right to
shorten the Duration of the Lease, and bring about to its untimely end at any time,
provided he would find for the Lessor an alternative Lessee, approved by the Lessor, who
would lease the Leased Property from the Lessor under the same terms and conditions of
this Contract. The exchange of the Lessee by the alternative Lessee as mentioned above
would be made by a three sided agreement, to be signed by the Lessor, the












 



48


	 	 	 
	 

	 	Lessee and the alternate Lessee, in the customary format the Lessor uses.
	 
	 	 
	 

	 	It is agreed that the Lessor would not disapprove of an alternate Lessee that the Lessee
would bring in, unless there are reasonable grounds for it, and it is also agreed that
Lessor disapproval due to the alternate Lessee financial status, and/or his operational
record, and/or his reputation, would not be considered as unjustified refusal. In order
to remove any doubt, the Leased Property would be transferred to the Alternate Lessee on
the original Lessee’s own responsibility as is, and the Lessor is not obliged to perform
any adaptation work for that Alternate Lessee and/or share the cost of any such
adaptation.
	 
	 	 
	 

	 	Without diminishing from the above said, and despite what is said in that paragraph, it
is agreed that subject to these forthcoming conditions, the Lessee would be allowed to
shorten the Duration of the Lease, and bring it to an earlier end in one out of the two
following dates: (A) At the end of the third year of the lease, and; (B) at the end of the
fourth year of said lease. This Lessee’s right is subject to the condition, that the
Lessee would give the Lessor a written notice, unconditional and without reservations,
about his will to shorten Lease Duration, quoting the exact date chosen by him, between
the two alternatives, for ending Lease Duration, at least 120 days prior to that date,
and with additional condition, that along with that request the Lessee would pay the
Lessor a compensation payment, in NIS, equal to $154,000 (hundred fifty four thousand
USD) plus VAT in case of ending the Lease at the end of the third year, or a sum equal to
$77,000 (seventy seven USD) plus VAT in case of ending the Lease at the end of the fourth
year, where these sums are calculated by the Basic USD Rate and indexed by the Basic
Index Rate.












 



49


	 	 	 
	Paragraph 4.3.

	 	The words “the Lease according to this Contract is a ‘Net Lease’ “ would be deleted. The
words “whether they apply to the owners, and whether they apply to the holders” would be
deleted and replaced by “as long as they apply according to law on Lessees and/or on
users, and/or holders/ or on real-estate activities, however, to remove any doubt, it is
agreed that that in any case, whatever the instructions of the law may be, the Lessee
would be liable to the payment of all the property taxes due to the Lease, and those for
the number of parking spaces allotted to him, even if said charges should usually apply
to owners. In addition, in case of an “Exceptional Usage” (as defined by building laws) a
payment of betterment levy is imposed, due to the use made in the Leased Property by the
Lessee or someone on its behalf, and is not included in the Lease aim, then the Lessee
would be charged with this payment.
	 
	 	 
	Paragraph 5 (built lease)

	 	the words “knows and recognizes all the plans and the details relating to them, that” would
be deleted, replaced by “knows and recognizes the building plans and the Leased Property,
the City-Planning plans and all relating details, that”.
	 

	 	It is agreed that Lessee declarations as aforesaid in the Lessee waiver of any claims, would
apply subject to the credibility of Lessor declarations in this Contract, and would not
include waiving concerning hidden defects.
	 
	 	 
	Paragraph 5 (Leased property in
building process)

	 	Cancelled.
	 
	 	 
	Paragraph 6:

	 	“Aim of the Lease”: Offices and Hi-Tech manufacture, to be operated by the Lessee, area of
medical equipment and instrumentation, and only that.
	 
	 	 
	Paragraph 7.1

	 	Basic Lease payments and resulting VAT would be paid at the rate, dates and form as follows:
	 
	 	 
	 

	 	(a)  At the time of signing of the Contract- Basic lease and VAT payments for first three months.












 





50



	 	 	 
	 

	 	(b)  At the beginning of
the fourth month the Lease and management fees and
resulting VAT will be paid for next 3 months, in advance,
at the 1st day of every first month out of the three.
Lease fees for the leasing of renovated parts will be
paid in advance as per their proportional rates.

	 
	 	 
	Paragraph 7.2.

	 	In spite of instructions in the paragraph, it is agreed that the Lessee would make his
payment by a bank transfer, to an account on which the Lessor would instruct the Lessee
in writing.
	 
	 	 
	Paragraph 7.3

	 	It is agreed that what is said in this paragraph would apply to the non-repayment of
lease and/or management fees only. The words “in full in two” would be replaced by “in
full in three”. Instead of “within 7 days” will come “within 10 days”. After the words
“all the rest of Lease fees payments” will follow with “and management fees on account of
the 12 successive monthly lease payments since the notice given by the Lessor”. Instead
of “Lease Duration that were not yet paid until that date, by the end of two business
days” would be “this duration at the end of seven business days”
	 
	 	 
	Paragraph 7.6.:

	 	At the head of said paragraph it should add “in the case of Breach of Agreement by the
Lessee, including in delaying payments due of him as per this Agreement, then, without
diminishing from any support or remedy the Lessor could use according to this Contract
and/or any law”.
	 
	 	 
	Paragraph 8.1.1.

	 	All written there would be deleted, and replaced by “All the taxes, fees, levies,
obligatory payments and expenses, (hereinafter “the Taxes”)whether by state or municipal,
that are paid now or in the future, whether if exist today or or be imposed in the future
according to law, on the behalf of the Leased Property and parking












 



51


	 	 	 
	 

	 	spaces, (including for
the public communal areas proportionally burdened on the Leased Property) and on the
business conducted in it, as long as these taxes are applied by law or by their nature on
a Lessee or holder, or user. These taxes would be paid by the Lessee
directly to the certified authorities, unless the Lessor instructs the Lessee to do
otherwise.
	 
	 	 
	Paragraph 8.1.2.

	 	The words “taxes and payments for water meter and electricity meter, and” would be
deleted.
	 
	 	 
	Paragraph 8.1.4.

	 	The paragraph is cancelled.
	 
	 	 
	Paragraph 8.1.6

	 	Instead of the words “which is not a regular use” will be “from incorrect use by the
Lessee and/or someone on his behalf”. It is so clarified that what is said in the
paragraph concerning a “betterment Levy”, if imposed, relates only to a charge of
betterment levy due to “exceptional usage” (as defined by building laws), done in the
Leased Property by the Lessee or someone on his behalf, and is not included in the “Aim
of the Lease”.
	 
	 	 
	Paragraph 8.1.8:

	 	After the word “payment” will follow “the proportional part of the Lessee in all”.
	 
	 	 
	Paragraph 8.2.:

	 	Instead of “immediately on demand” will be “within 7 days of the demand”. Instead of
“two business days” will be “within seven business days”.
	 
	 	 
	Paragraph 10 (heading)

	 	Instead of “significantly of the Lessee rights as per this paragraph “ will be “from
Lessee rights as per this Contract”.
	 
	 	 
	Paragraph 10.2.:

	 	The words “as possible” and “humanly possible” would be deleted. It is agreed that in
cases of urgent emergency, the Managing Company would be allowed to enter the Leased
Property and perform all the crucial operations needed, even without prior coordination
with the Lessee, but an urgent notice on the matter would be passed on to the Lessee as
soon as possible.












 



52


	 	 	 
	Paragraph 10.4:

	 	The Lessor declares that according to the budget of the management and maintenance
services for 2003, the rate of monthly managing fees for one sqm gross, stands on a sum,
in NIS, of about $2 (two USD) plus VAT atits lawful rate. This sum could be adjusted
from time to time as per the instructions of this Contract.
	 
	 	 
	Paragraph 10.5.:

	 	The Lessor declares that, until now, it used only the criterion of proportional
differentials between the different leased properties and the sum of all the leased areas
in the building.
	 
	 	 
	Paragraph 10.5.3.:

	 	after the words “The Lessee declares and confirm that “ will come “as long as the
determining criterion for division of aggregate managing expenses would be exclusively
according to the proportions between the different leased areas”.
	 
	 	 
	Paragraph 10.8.:

	 	The section from the words “or on other dates...” until “...that would be determined by it
from time to time” would be replaced by “by the way the lease payments are performed”.
	 
	 	 
	Paragraph 10.9.:

	 	Instead of the words “final and decisive” would be “allegedly”.
	 
	 	 
	Paragraph 10.11.:

	 	After the words “and would serve as proof at any time”, would come “allegedly”.
	 
	 	 
	Paragraph 10.14.:

	 	It is so clarified, that the Lessee obligations to the Managing Company are the
obligations rendered bythis Contract.
	 
	 	 
	Paragraph 10.15.:

	 	At the end of the paragraph would be “should the Managing Company fail to fulfill an
obligation it had to perform as per this Contract, the Lessee has the right to demand its
execution by the Lessor”.
	 
	 	 
	Paragraph 11.1.:

	 	The Lessor declares that according to the valid City-Planning maps & plans in which the
building and the Leased Property is a part of, both the building and












 



53


	 	 	 
	 

	 	Leased Property are
designated for offices and Hi-Tech industry.
	 
	 	 
	Paragraph 11.2.:

	 	It is so agreed, that the eviction of moveable assets would not be done without a
preliminary warning, including a verbal one.
	 
	 	 
	Paragraph 11.5.:

	 	After the words “in the wastewater” would come “coming out of the Leased Property”.
	 
	 	 
	Paragraph 11.8.:

	 	Instead “in paragraph 8.1.7. above” would be “16 hereinafter”.
	 
	 	 
	Paragraph 12.:

	 	Interior adjustments and construction works to make it suit the Lessee requirements would
be performed in full by the Lessee and on his own account (subject to certain financial
participation by the Lessor, as detailed below), according to the instructions in
appendix J to the Contract        The Lessee would be responsible for
all the cost of said adjustments, (including managing, supervision and consultants),
while the Lessor would participate in this cost up to the sum equal to $350 US per one
square meter (1 sqm) of gross Leased Property, calculated by the basic USD rate and
Indexed according to the basic index rate, plus lawful VAT (hereinafter “The Construction
Budget”)
	 
	 	 
	 

	 	To remove any doubts, it is clarified that all the interior design and construction in
the Leased Property will pass, by the end of the duration of the lease, to the ownership
of the Lessor, and will be left in the Leased Property by the Lessee, unless instructed
by the Lessor to do otherwise.
	 
	 	 
	Paragraph 12.1.:

	 	At the end of the third sub-paragraph it would be added “subject to a written prior
warning of 7 days given by the Lessor.
	 
	 	 
	Paragraph 13.:

	 	Instead of the wording “as in paragraph 12 above” it would be “as in paragraph 12 above”.












 



54


	 	 	 
	Paragraph 14.1.:

	 	Instead of the word “careful” it would be “correct and customary”. Instead of the words
“and prevent any” it would be “and avoid executing and causing”.
	 
	 	 
	Paragraph 14.2.:

	 	instead of the words “as said in paragraph 14.1. above” it would be “by the Lessee and/or
anyone on its behalf”.
	 
	 	 
	Paragraph 14.3.:

	 	After the words “on the Lessee account” would come “and after giving a written
preliminary warning of 7 days”. After the words “and devastation” would be “performed by
him and/or by someone on his behalf”. At the end, it would be added “all said in the
paragraph is subject to proving the actual damages to the Lessor and/or presenting actual
vouchers supporting the claim and payment.”
	 
	 	 
	Paragraph 15.1.:

	 	The words “from direct negligence” would be deleted, replaced by “directly from a
negligent or spiteful deed or default.”
	 
	 	 
	Paragraph 15.4.:

	 	The aforesaid in this paragraph would apply subject to the Lessor notifying the Lessee
about any such claim, as soon as he gets it, to let the Lessee prepare his defense
against such claim. Instead of the word “immediately” it would be “within 7 days from”.
	 
	 	 
	Paragraph 16.2.:

	 	At the end of said paragraph (after the words “to be no less than 12 months”), would
come: “in spite of the above said, it is agreed that the Lessee is allowed not to take
this insurance, in full or partially, but in this case the exemption would apply, as
provided in paragraph 16.7.a hereinafter, as if the insurance was taken in full”.
	 
	 	 
	Paragraph 16.3.:

	 	The words “as the owners and/or the managers of the Leased Property, and” would be
deleted.
	 
	 	 
	Paragraph 16.5.6.:

	 	The word “before” to be deleted, replaced by “after the”.
	 
	 	 
	Paragraph 16.6.: (Heading)

	 	The words “the Lessor would be allowed to purchase and hold valid” would be deleted,
replaced by “the Lessor would prepare and hold”.












 



55


	 	 	 
	 

	 	                After the words “towards Lessees and/or tenants in the leased building” would
come “and/or anyone on their behalf”.
	 
	 	 
	 

	 	          After the words “or
any extension made in the leased properties by the Lessees or those on their behalf”, it
would be added “not by the Lessor and/or the Managing Company”.
	 
	 	 
	Paragraph 16.6.2.:

	 	After the words “towards Lessees and/or tenants in the leased building” it would follow
“and/or anyone on their behalf”.
	 
	 	 
	A new, added paragraph 16.6.3:

	 	“A third party liability insurance, covering the Lessor and/or the Managing Company
liability against any harm and/or damage that might befall on body and/or property of any
person and/or entity, up to a limit of $5,000,000 (five million USD) per case,
accumulating to an annual insurance period. Insurance cover would be widened, to
indemnify the Lessee for its liability due to its activity in the public, communal areas,
beyond the liability limit it was obligated to take according to paragraph 16.3 above.”
	 
	 	 
	A new, added paragraph 16.6.4:

	 	“Employer’s Liability Indemnity, for covering Lessor and/or Managing Company liability to
their employees, up to a limit of $5,000,000 (five million USD) per claimant, per case,
accumulating to an annual insurance period. Insurance
cover would be widened, to indemnify the Lessee in case it may be considered as an
employer of any of Lessor and/or Managing Company own personnel”
	 
	 	 
	A new, added paragraph
16.7a. as follows:

	 	The Lessee declares that he would have no claim and/or demand and/or request towards the
Lessor and/or the Managing Company and those acting on their behalf, and also towards the
other Lessees and/or holders of properties in the building and/or their employees and/or












 



56


	 	 	 
	 

	 	their managers, who, by their lease contracts or by any other agreements which provide
them with rights in the building, hold parallel exemptions for the benefit of the
Lessees, for any loss or damage that he is entitled to be indemnified, according to the
insurance policies he had been obligated to take, as mentioned in paragraphs 16.1. and
16.2. above (or was entitled to be so indemnified but for the self participation quoted
in the policies), and he releases all those mentioned from any liability for any loss
and/or damage, as said.
All the above said about the exemption from liability does not apply to a person who
caused such damage maliciously
	 
	 	 
	Paragraph 17.1.

	 	instead of the words “through the Leased Property” would come “through hidden parts of
the Leased Property”. The words “or on the face of it” would be deleted. After the
words “caused by that” will come “and in any case in such a way which would not harm a
reasonably possible use of the Leased Property for the purpose of using it for Aim of the
Lease.”
	 
	 	 
	Paragraph 17.3.:

	 	At the end it would be added “and by the terms set up in them”
	 
	 	 
	Paragraph 18.:

	 	Despite what is said in the paragraph, it is agreed that the Lessee would be allowed to
let another to use the Leased Property, subject to the instructions of this Contract, as
a subletting party on his behalf, (hereinafter “the subletting party”) under the
following preconditions:












 



57


	 	 	 
	 

	 	(a) The sub-letter will be approved in advance by the Leaser. The Leaser will be entitles to object to
the sub-letter by only for reasonable reasons. In this regards it is agreed that a refusal by the Leaser
due to unsuitability of the sub letter for the mix of business in the park and/or the building and/or
matters connected the reputation of the sub letter, his business or financial capabilities, the refusal
will not be considered unreasonable;
	 
	 	 
	 

	 	(b) The sub letter and the Lessee will sign a letter of undertaking toward the Leaser, according to which
it is made clear that the position of the sub letter regarding the Leaser is one of “permission" and that
the responsibility of the Lessee and the sub letter to maintain all Lessees undertakings according to
this contract will be applicable for the area that is leased in the sub lease as mentioned on the sub
letter and the lessee jointly and separately;
	 
	 	 
	 

	 	(c) The fact of the sub let will not derogate from the Lessees responsibility towards the Leaser to
fulfill all his undertakings according to the contract regarding the whole area of the leased premises,
including the area leased in the mentioned sub lease.
	 
	 	 
	Section 19.1:

	 	After the words “The Contract is avoided” will be “legally”. In place of the word “cautiously” will be
“correct and acceptable”.
	 
	 	 
	Section 19.1.2:

	 	At the end of the second section will be written “and that the Leaser will not realize the securities as
mentioned in order top receive approval until after the Lessee has been issued a written warning
concerning his intention to do so, at least 7 day in advance” Section 19.2:
	 	 
	 

	 	The utilization fees per day: multiplied by the monthly lease fees and divided by 30.
	 
	 	 
	Section 19.2:

	 	The utilization fees per day: multiplied by the monthly lease fees and divided by 30.












 




58


	 	 	 
	Section 19.4:

	 	Despite the above mentioned in this section, it is agreed that the Leaser will not charge the Lessee the
above mentioned expenses in this section, unless he issued the Lessee written warning regarding his
intention to act himself in order to return the position to its previous state as mentioned in the
position, at least 7 days in advance, and the Lessee refrains from acting by himself to make full
rectification of the breach.
	 
	 	 
	Section 19.5:

	 	At the end will be added: “that mentioned in this section will be applicable and that the mentioned date
of vacation in this section is the vacation date undertaken according to this contract”.
	 
	 	 
	Section 19.6:

	 	At the end will be added: “that mentioned in this section will be applicable and that the Leaser has
issued the Lessee a 3 day early warning”
	 
	 	 
	Sections 20.1 – 20.2:

	 	Despite the above mentioned in these sections, it is agreed that the securities will remain valid for 75
days (and not for 90 as mentioned in the section) from the end of the period of lease, but if the Leaser
is satisfied that that Lessee has cleared all his obligation according to the contract, even prior to the
75 days — the Leaser will restore to the Lessee the securities by demand as mentioned on an earlier date.
	 
	 	 
	Section 20.1:

	 	In place of “nine months lease with an additional nine” will be written “six months lease with an
additional six”.
	 
	 	 
	Section 20.2:

	 	It is agreed that the Leaser will not realize the securities unless in case of a breach for which the
Lessee has been issued a written warning thereof and has not been rectified by him even though 10 days
have passed since receipt of the warning. In place of “90” will be “75”.
	 
	 	 
	Section 21:

	 	The Leaser and/or the Management Company will act according to this section following the issue of a 7
day warning to the Lessee. The












 



59


	 	 	 
	 

	 	Lessee will reimburse the Leaser and/or the Management Company it paid
within 7 days from receipt of the first demand for such against submitting authorization for execution of
the said payment.
	 
	 	 
	Section 23.2.2:

	 	In the end will be “written”.
	 
	 	 
	Section 23.2.3:

	 	In place of “45 days” will be “60 days”. Despite that mentioned in this section, it is agreed that that
in the case an order is issued as mentioned in this section, the Leaser will refrain from avoiding the
contract for a period of 10 days from the date the order was given, and this is in order to give the
Lessee time to cancel the order, but this is on condition that Lessee previously fulfilled and continues
to fulfill his undertakings according to this contract, especially all lease payment in full and on time.
	 
	 	 
	Section 23.3.1:

	 	The section will be deleted
	 
	 	 
	Section 23.4:

	 	In place of the words “the remaining period of lease” will be “for the following 12 months of lease
following the occurrence of the event”.
	 
	 	 
	Section 23.5:

	 	The words “and this whether the Leaser chose to avoid the contract or whether he chose to maintain it,
only that in the case of maintaining the contract despite the Leaser’s right to avoid it, indemnity at a
rate of 20% will be paid from the above mentioned amount" will be deleted and in their place will be
“only that the Leaser so avoided the lease contract”.
	 
	 	 
	Section 24:

	 	After the words “according to the contract” will be “and/or the possibility for reasonable use of the
leased premises for the purpose of the lease”.
	 
	 	 
	Section 25.5:

	 	The words “charge the Lessee and the Lessee agrees that” will be deleted.












 



60


	 	 	 
	Section 25.11:

	 	There is nothing in this section that will prevent reasonable and proper access to and from the leased premises,
and/or to prevent reasonable muse of parking places intended for the use of the Lessee according to this agreement.






Miscellaneous





	1.	 	Instruction Regarding Parking
	 
	 	 	Beginning from the delivery date, the Lessee will be entitled to use 35 (thirty five) parking
places in the building’s parking lot marked with the Lessee’s name, for the duration of the
period of lease. From these 35 above mentioned parking places, the Leaser is entitled to
allocate 8 places as “consecutive double parkings” (4 pairs).
	 
	 	 	The Leaser will place at the Lessee’s disposal suitable means of entry to the parking lot,
from this date on, and that for 30 parking places the Lessee will not be charged fees for
their use (with the expectation of municipal tax applicable on the Lessee) and for 5
remaining parking places, the Lessee will pay the Leaser parking fees for the amount of US$35
per place (a total of US$175) per month, calculated according to the fundamental dollar rate,
with the lawful addition of VAT. The Leaser has the right to change the location of the said
parking places from time to time only that the parking places are located as far as possible
in consecutive segments, but for no more than 5 times for each period of lease and subject to
the issue of notification to the Lessee, at least 60 in advance.
	 
	2.	 	Protected Areas






	 	a.	 	The Lessee will be entitled to use the 2 protected areas located within the
boundaries of the leased premises (hereinafter: “the PA’s”).
	 
	 	b.	 	The Lessee confirms that he is aware that according to instructions of the law
the PA is intended to serve the public in cases of emergency, and that the PA has a
separate direct entrance from the public areas.
	 
	 	c.	 	The Lessee undertakes to meet all these instruction and demands of law, including
Civil Defense and Home Front Codes, concerning the PA, including the










 



61


	 	 	 	permitted internal construction of the PA, PA vacation dates during times of emergency
and such like.
	 
	 	d.	 	In any case the Lessee will not utilize the PA for the principal purpose as
defined in section 9.(b) of the Planning and Building Codes (calculation of area and
construction percentages for plans and permits), 5752 – 1992, and that the Lessee will
not have any claims and/or suits and/or demands due that mentioned, and any thing
connected with this, including a one time demand from the authorized authorities for
vacation of the PA.
	 
	 	e.	 	The Lessee undertakes to maintain the PA in good working order at all times to be
uses as a PA according to instruction of the law and authorized authority, as is from
time to time and to allow the general public use of the PA in times of need. The keys
for the public entry to the PA will be held by the Management Company and/or the Leaser.






	3.	 	Protected Areas






	 	a.	 	It is agreed that in case that during the period of lease if the leaser should
negotiate with any third party regarding the lease of the gross area of 231sqm adjacent
to the leased premises whose boundaries are marked in blue on the plans attached to the
contract as an Appendix C (hereinafter: “The Additional Area”), in full or in part, that
the Leaser will not to enter into a contractual agreement with any said third party
unless the Lessee has been given notification of the existence of negations, in any
stage whatsoever during the negations (hereinafter: the Leaser’s Notification”).
	 
	 	b.	 	The Lessee has the right within 10 only, from the date of the Leaser’s
notification, to inform the Leaser of his wish to lease the additional area (in its
entirety) and this done by unreserved or unconditional written notification or has not
delivered any message in this aforementioned time, will be considered as the Leaser’s
notification concerning his non desire to lease the additional area.










 



62


	 	c.	 	If the Lessee chooses to leaser the additional area and delivers a notification
for such as required above, the Lessee will lease the additional area in accordance with
the conditions of the contract and its appendixes when:





(1) The period of lease will begin from the date of populating of the
additional area or within 4 calendar months from the date of issue of the Lessee’s
notification, according to the earlier of the two.



(2) The Lease fees, the management fees and the negotiations fees for the
first three months for the additional area will be paid with the issue of Lessee’s
notification.



(3) The indemnity according to section 4.2 of Appendix A of the contract,
for the additional area, will be calculated according to 40% of the construction
budget for the additional area in case of the termination of the lease at the end
of the third year of the period of lease for the additional area or according to
20% of the construction budget for the additional area in case of termination of
the lease after the fourth year of release period for the additional area,
calculated according to the fundamental dollar rate and linked to the fundamental
index, with the addition of VAT.



(4) The number of parking places that the lessee will be entitled to for
the additional area is 6 (no payment for parking, except for municipal taxes
only).



(5) It is made clear that the additional area does not include a PA.




	4.	 	Protected Areas






	 	a.	 	“The Leased Premises”  — for the purpose of this contract, means the gross floor
area of the leased premises including the area of the pillars, internal walls, the full
width of the external walls (concerning the area of common walls with the leased
premises and other leased premises in the structure, only half of the area on which the
walls are built will be taken into account), shafts, stairwells, kitchenettes, storage
areas and toilets, empty spaces and galleries or second floor within the










 



63


	 	 	 	leased premises, and to the total calculated said area and additional area will be
added to the leased premises for the use of the common use made in the public areas.
	 
	 	b.	 	“The Public Areas”  — are all the areas within the boundary of the building
including all the additional structures to be added on from timer to time, also the
roofs, passageways, entrances and exits, the areas of service rooms, interior walkways
and/or service corridors, service rooms, technical areas such as electrical, HVAC and
systems rooms, loading and unloading areas, elevators and stairs within the boundaries
of the structure intended for or are actually used by the general public and also the
protected areas and bomb shelters, and all but the expectation of the areas intended for
leasing and/or have actually been leased by the leaser.





	 	 	 	 	 	 	 	 	 
	 
	 	 

	 	 	 	 

	 	 
	 
	 	The Leaser
	 	 	 	The Lessee	 	 












 



64


Appendix B – Floor Plan















 



65




Appendix C – Third Floor


















 





66




Appendix E




Confirmation of drawing up of Lessee’s Insurance




To:

Af Sar Ltd.

4 Hahoresh St., Yahud





			
	Re:	 	Confirmation of the drawing up of employers’ liability insurance, third party liability,
property insurance and loss-of-profits insurance




We hereby confirm that we have drawn up the following insurance policies between you and
Topspin Medical (Israel) Ltd.  (hereinafter “the lessee”) pertaining to the property which
was rented by the lessee in “Global Park”, the business village in Lod, for the period beginning
on ..... and concluding on .....





	a.	 	Lessee’s liability insurance towards its employees and/or all those employed by it and on its
behalf in accordance with the Torts Ordinance (new version) and/or in accordance with the
damaged goods liability law – 1980, pertaining to death and/or bodily harm caused to any
employee as the result of an accident or illness contracted during or as a result of his work,
with a liability limit of $5,000,000 (five million US dollars) to each injured person for a
single event and as the total sum for every year-long period of the insurance.
	 
	 	 	The aforesaid insurance is subject to any limitation regarding hours of work, working in
altitude or in depth, contractors, sub-contractors and their workers, baits and toxics and
regarding the lawful employment of young people.

The aforesaid insurance has been extended to indemnify the lessor in case he is deemed to
be the employee of the lessee’s workers, or any of them.
	 
	b.	 	Third party liability insurance  — lessee’s liability insurance towards the lessor and/or the
management company and/or any third party, in accordance with the laws of the State of Israel
within a liability limit that is not less than the amount in NIS equivalent to $1,000,000 for
a single event and for the total amount for a year-long insurance period.
	 
	 	 	The aforesaid insurance is not subject to any limitation pertaining to liability arising out
of fire, panic, explosions, lifting gear, any harmful substance in food and drink,










 



67


	 	 	damaged synthetic implements, strikes or lock-outs and claims from the National Insurance
Institute.
	 
	 	 	The aforesaid insurance has been extended to cover lessor’s liability for any act of
commission and/or omission by the lessee.
	 
	C1.	 	Property insurance – insurance covering the contents of the rented
property and any other property in the possession of and/or under the
responsibility of the lessee including any repair, alteration,
improvement, refurbishment or addition to the rented property that was
and/or will be carried out by the lessee and/or by those acting on his
behalf at their determined value and against the following risks:
fire, smoke, lightning, explosions, earthquakes, storms, gales,
floods, moisture damage, damage caused by any aircraft or by
supersonic boom, collisions, strikes, riots, deliberately-caused
damage and burglaries.
	 
	C2.	 	Insurance against loss of profits by the lessee due to damage caused
to the rented premises and/or to its contents by any of the risks
insured as aforesaid, for a period of indemnification not less than
12 months.
	 
	C3.	 	The insurance categories specified in clauses G-1 and G-2 above
include an explicit condition under which we waive any surrogation
right towards the lessor and/or any person acting on his behalf and
towards any owners and/or lessees and/or tenants to the property,
subject to compliance with the corresponding clause in their insurance
policies.
	 
	 	 	The aforesaid clause regarding waiver of the right to surrogation
shall not apply where it would benefit any person who caused damage
out of deliberate and willful intent.
	 
	D.	 	In the insurance categories specified above and in clauses a – c it is stated explicitly that
these insurance categories take precedence over any insurance whatever entered into by the
lessor.




We confirm that the above insurance items will not be annulled or diminished

during the period of the lease without your being given sixty days advance written notice
thereof, sent by registered mail.










 



68



Subject to the terms of the insurance policies and their provisions, insofar as they are not
amended by this document.




	 	 	 	 	 
	Sincerely
	 	 	 	 
	.......... the Insurance Company Ltd.	 	 
	by.......... 
	 	 	 	 
	 
	Signatory’s name and position
	 	 	 	 
	 
	Efshar Ltd. (- )

	 	Topspin Medical (Israel) Ltd.
	 	 
	 

	 	( - ) A.M.	 	 












 



69


Appendix E-1




Confirmation of drawing up of insurance on work under construction




To: Af-Sar Ltd.

4 Derech Hahoresh, Yahud




Re:  Confirmation of drawing up of insurance on work under construction



We hereby confirm that we have drawn up for Topspin Medical (Israel) Ltd.) (hereinafter
“zhe lessee”) insurance on work under construction as specified below, for work on the premises
rented by the lessee in the business village in Lod, the “Global Park” (hereinafter: “the rented
property”) for the period beginning on ... and ending on ...
This insurance policy has been drawn up on behalf of the lessee, contractors and sub-contractors of
the lessee, the lessor and the management company
(hereinafter, jointly: “the insured persona” (?) ) and includes the following insurance categories:





	1.	 	All-risk insurance that covers the full value of all the jobs being implemented as well as
repairs, refurbishments, improvements, alterations and extensions carried out on the rented
property, and insurance on property adjacent to the property on which these jobs are being
carried out, at an amount not less than $250,000 (two hundred and fifty thousand US dollars)
per event and for a yearlong insurance period. This chapter includes a clause regarding waiver of surrogate towards the lessor, the
management company and/or anyone acting on their behalf and towards tenants and/or holders
in the building, their employees, the managers of the aforesaid whose insurance includes a
corresponding clause regarding waiver of the right to surrogation towards the lessee, for
any damage whatsoever caused by them, provided that the waiver of right to surrogation
does not benefit a person who willfully caused damage by deliberate intent.
	 
	2.	 	Third-party liability insurance within a liability limitation that is not less than
$1,000,000 (one million US dollars) per event and for the period of the insurance.










 



70


	 	 	This clause includes the lessor and the management company as additional insurees, subject
to the cross liability clause under which the insurance is deemed to be as though it had
been drawn up separately for each individual of the insured party.
	 
	3.	 	Employers’ liability insurance on liability towards all the workers, sub-contractors and
employees of the sub-contractor employed in carrying out the work within the limits of the
liability that shall be not less than $ 5,000,000 (five million US dollars) per event and for
the year-long period of insurance.
	 
	 	 	This insurance does not include any limit in regard to contractors, sub-contractors and
their employees or in regard to hours of work and employment of youth. The insurance has
been extended to indemnify that lessor and/or the management company insofar as they are
deemed to be the employers of the lessee’s workers, or of any of them.




We hereby confirm that these insurance policies take precedence over any insurance that was drawn
up by the lessor and/or the management company. We furthermore undertake to see to it that the
insurance and the policy shall not be reduced or annulled or expire unless you have been given 60
days advance written notice, sent by registered mail.



Subject to the conditions of the insurance policy and its provisions, insofar as they have not been
amended by this document.



Sincerely






..........Insurance Co. Ltd.




by ..........




(Name and position of the signatory)




Topspin Medical (Israel) Ltd.

(  -  ) A.M.










 



71


APPENDIX G




RULES ON THE PROVISION OF ELECTRIC SERVICES

*





	1.	 	Introduction
	 
	 	 	This appendix sets out the mutual commitments of the parties to the agreement with regard to
the provision of electric services for the premises.
	 
	 	 	The terms listed below shall have the following definition herein.






			
	     The Agreement:	 	The rental agreement signed between the Landlord and the Tenant on ......
, including its company and/or persons on their behalf; appendices;






			
	     The Landlord:	 	The person whose details appear in the agreement as the landlord,
including the managing






			
	     The Tenant:	 	The person whose details appear in the agreement as the tenant;






			
	     The Engineer:	 	An electrical engineer or licensed electrician in charge of the electric
facilities of the building.






			
	     The Premises:	 	The area rented by the Landlord to the Tenant under the agreement;






			
	     The Building: 	 	Building A2 of the Global Park project in Lod, where the premises are
located;






			
	     Electric Services:	 	The delivery of electricity, maintenance of electric facilities to
be installed in the building and on the premises by the Landlord, insurance of the said
electric installations, operation and maintenance of electric control systems in the
building and its installations, with the exception of electric facilities installed on
the premises by the Tenant.






	2.	 	General






	 	a.	 	All electric services for the premises shall be provided by the Landlord.
	 
	 	b.	 	The billing of the Tenant for the delivery of electric services shall be according
to the reading of an electric meter which shall measure the supply of electricity to the
premises, plus charges for the use of joint electric facilities, insurance of electric










 



72


	 	 	 	facilities, maintenance of electric facilities etc., everything as stipulated herein
below in this appendix.
	 
	 	c.	 	The Tenant hereby declares and undertakes that it shall only use the electric power
services provided by the Landlord and shall avoid approaching the Israel Electric Corp
with any request for installation of a separate meter and/or separate and/or direct
supply of electricity and/or direct payment to the Electric Corp.; and the Tenant shall
bear all losses sustained by the Landlord in such case. Nothing in the foregoing shall
affect the right of the Electric Corp. to connect the Tenant directly to the electric
grid or the electric supply system of the Electric Corp., everything at the some
discretion of the Electric Corp. in coordination with the Landlord.
	 
	 	 	 	The Tenant shall have no grounds for any claim against the Electric Corp. for failure to
supply electric power and/or for faults in the said supply, including matters related to
electronic or other equipment installed by the Tenant, if at all, on the premises; the
Tenant further undertakes to indemnify the Electric Corp. and keep it harmless from any
expense and damage caused as a result of any claim related to the foregoing matters and
filed by any person invited by or acting on behalf of the Tenant.
	 
	 	d.	 	The Landlord shall provide the Tenant with electric services for the premises, the
nature of the use of electricity on the premises proper being at the discretion of the
Tenant subject to the provisions of any law and/or rule concerning electricity and the
use thereof, and also subject to the other provisions of this appendix.






	3.	 	Charge of Payments
	 
	 	 	The Landlord may from time to time establish any payment due by the Tenant, at its sole
discretion, the charge to which a paid amount is to be assigned. It is stipulated for the sake
of clarity that pending a notice to the contrary by the Landlord to the Tenant, any payment
made by the Tenant hereunder, including the appendices hereto, shall be assigned first to
service fees, then to maintenance fees, then for electricity, and finally for the other
expenses, in the indicated sequence.
	 
	4.	 	Inspection of Electric Facilities on the Premises










 



73








	 	a.	 	The Landlord may at any reasonable time and without prior notice enter the premises
and inspect all electric facilities thereon with reference to their safety and compliance
with accepted electrical standards.
	 
	 	b.	 	If in the opinion of the engineer a particular electric facility installed on the
premises may cause damage to the general electric power supply system of the building
and/or constitutes a safety hazard and/or does not comply with accepted safety standards
and/or burdens the electric power system to an extent that may disturb the system, the
engineer may demand a repair and/or replacement and/or modification of the facility, and
the Tenant shall apply all the required measures within 14 days.
	 
	 	c.	 	The Tenant shall be liable for any damage caused to electric equipment and/or
facilities on the premises and/or of the electric system outside the premises as a result
of operation of an electric facility in a faulty condition as stated hereinabove.






	5.	 	Alterations of and Additions to the Electric System
	 
	 	 	The Tenant may not introduce any expansions and/or modifications and/or

additions of the electric supply facilities provided to the premises, and the Landlord shall
be entitled to disconnect and/or remove forthwith any such expansion, modification, addition
etc. introduced without the Landlord’s consent. Such disconnection and/or removal shall take
place at the expense of the Tenant without prejudice to the Tenant’s liability for any damage
caused to the power supply facilities as a result thereof. Any necessary modification,
expansion and/or addition affecting the electric facilities as required by the Tenant in
addition to the content hereof are subject to prior written consent by the Landlord, and shall
be paid for by the Tenant.
	 
	6.	 	Access to and Handling of Electric Facilities






	 	a.	 	The Tenant shall allow access for every competent person on behalf of the Landlord
at any reasonable time to any electric facility on the premises for the purpose of
inspection, control, installation, repair, replacement of defective parts, removal,
dismantling, assembly etc. works that are necessary in the opinion of the Landlord with
regard to electric facilities that supply electric services to the premises.










 



74


	 	b.	 	For the performance of the aforementioned works the Landlord shall be entitled to
temporarily disconnect the supply of electricity to the premises on the provision that
such disconnection shall be of reasonable duration with reference to the kind of work on
the premises.
	 
	 	c.	 	The Tenant shall cause the removal or displacement of any facility that obstructs
the access to the works contemplated hereinabove.






	7.	 	Ownership Rights
	 
	 	 	Any tool, instrument, accessory and other equipment related to the electric supply services
and installed by the Landlord constitute the exclusive property of the Landlord regardless of
whether or not the Tenant shall have participated in the expenses for their purchase and/or
installation and/or connection.
	 
	8.	 	Liability for Property of the Landlord






	 	a.	 	The Tenant may not perform any work whatsoever affecting tools, accessories or
other equipment belonging to the system for supply of electricity to the premises, except
with prior written consent by the Landlord for performance of such works by a party other
than the Landlord.
	 
	 	b.	 	The Tenant shall be liable for the safekeeping and integrity of the entire
equipment referred to above for the entire duration of the rental and/or use of the
premises, and it shall be liable to the Landlord for any damage caused to the said
equipment except one due to reasonable wear and tear in the course of normal operation of
the equipment.






	9.	Delivery of Electricity
	 
	 	The Tenant is not entitled to supply and/or sell electricity and/or provide any of the
electric services provided by the Landlord, for a consideration or otherwise except in case of
delivery of electricity on the premises to a permissee and to other possessors under the
agreement.
	 
	10.	 Restriction of the Landlord’s Liability in Case of Electricity Outage






	 	a.	 	The Landlord may interrupt or restrict the supply of electric services to the
premises and to other parts of the building in the following cases:










 



75








	 	(1)	 	In any case of outage or restriction of the electric supply resulting
from an internal fault and/or one external to the central electric supply system of
the building, such as national or district outage originating in the Electric Corp.
grid or the internal electric network of the building.
	 
	 	(2)	 	In any case of risk of property damage or bodily injury.
	 
	 	(3)	 	In any other case on instructions by the engineer for interrupting the
power supply.






	 	b.	 	Whenever possible, the Tenant shall be notified of an expected power outage, in a
manner to be determined by the Landlord.
	 
	 	c.	 	The Landlord shall not be liable for any damage incurred by the Tenant as a result
of electric power outage in the cases enumerated above and/or in any other instance over
which the Landlord has no control.






	11.	Unexpected Changes
	 
	 	In the event of a law, regulation, ordinance or other action by a governmental or other
competent authority necessitating any changes in the system for delivery of electricity to the
premises in the opinion of the Landlord, the Landlord shall perform the said changes and the
Tenant shall have no grounds for any objection and/or claim in connection with the foregoing;
the Tenant shall bear the expenses involved in such works.
	 
	12.	Determination of the Electric Power Consumed on the Premises






	 	a.	 	     The electric power consumed on the premises constitutes part of the components for
which the Tenant shall pay usage fees in consideration of the supply of electric
services.
	 
	 	b.	 	     The amount of electric power (in kWh) consumed by the Tenant on the premises shall
be measured by means of a separate meter installed in the electric meters bay of the
building and/or at such other place as determined by the Landlord in the building.
	 
	 	c.	 	The meter shall be read by competent employees on behalf of the Landlord or by
computerized electronic means, and it shall constitute absolute evidence of the consumed
amount of electric power.










 



76


	 	d.	 	     In the event of the meter having functioned incorrectly over a certain period of
time or not having functioned at all as a result of a fault or other reason, or the
Tenant having consumed electricity in a manner bypassing the meter or in a manner
contrary to the agreement or this appendix, the Landlord shall calculate the amount of
consumption during the respective time period by way of estimation according to the
consumption rates of preceding periods, or should this prove unfeasible, by comparison
with the consumption at similar businesses in the building.
	 
	 	e.	 	In the event of objection by the Tenant about the estimate made by the Landlord,
the matter shall be resolved by the engineer, whose ruling shall be binding and final.
	 
	 	f.	 	In any other case where the Tenant objects against the calculation of electric
power consumption on the premises, its claim shall be examined by competent employees on
behalf of the Landlord, and in the event of any inaccuracy of calculation for a reason
beyond the control of the Tenant, the calculation shall be corrected and the Tenant shall
be credited and/or debited accordingly depending on the correction.
	 
	 	g.	 	     In any case of examination being conducted at the request of the Tenant as
aforesaid and yielding an outcome that refutes the Tenant’s position, the entire
equipment installed by the Landlord having been found to operate properly, the Tenant
shall be charged with the expenses for the examination in a sum to be determined from
time to time by the Landlord.






	13.	 	Discontinuation of Electric Services During the Rental Period






	 	a.	 	In the event of fundamental breach of the agreement, including in particular a
failure of the Tenant to pay the due rent, the Landlord may disconnect the electric power
supply to the Tenant after serving a written warning.
	 
	 	b.	 	In case of such disconnection of the electric supply, all the involved costs,
losses and damage resulting therefrom shall be paid by the Tenant.










 



77








	14.	 	Discontinuation of the Electric Services on Expiry of the Rental Period
	 
	 	 	On assuming possession of the premises by the Landlord following the vacation thereof by the
Tenant on expiry of the rental period or following any other instance wherein the Tenant
vacates the premises and discontinues the use thereof, regardless of whether in compliance
with this agreement or following a breach hereof, the meter connected on the premises shall be
read and its reading recorded. The said reading shall serve for a final settlement of accounts
between the parties with regard to the payment due by the Tenant to the Landlord for the
delivery of electric services.
	 
	15.	 	Payment for the Provision of Electric Services






	 	a.	 	     The payment due by the Tenant to the Landlord for the delivery of electric services
shall be in accordance with the Israel Electric Corp. tariff for low voltage electricity.
	 
	 	b.	 	     The Tenant shall pay to the Landlord the cost of use of electric services as
provided above, according to an invoice to be submitted to the Tenant once a month.
	 
	 	c.	 	     The payment for the supply of electricity shall be collected together with the rent
and/or managing fees and in the manner in which the managing fees and/or rent are
collected, or by direct payment to the bank account of the Landlord and/or the managing
company, as announced from time to time on the respective invoices, at times to be
announced by the Landlord, everything in accordance with instructions to be given by the
Landlord at its sole discretion.
	 
	 	d.	 	     The bank guarantee and any other surety deposited b y the Tenant with the Landlord
and/or the managing company on signing this contract shall serve as sureties for payment
of the amount due by the Tenant to the Landlord for the delivery of electric services for
the current billing period and as surety for the Tenant’s obligation to safeguard the
electric equipment placed at its disposal by the Landlord; and the Landlord may at its
sole discretion use the guarantee and/or any part thereof and/or any other surety for
covering any amount due by the Tenant to the Landlord for the use of electric services.
In the event of the Landlord having so consumed the guarantee or part thereof, the Tenant
shall on first










 



78


	 	 	 	demand restore and/or replenish the missing amount of the guarantee. Nothing in such use
of the guarantee shall prejudice any other right of the Landlord under law or pursuant
to this contract with appendices.






	16.	 	All facilities, installations, systems etc. related to the delivery of electric services to
the building generally and the premises in particular shall be designed in the best practice
of skilled professionals on behalf of the Landlord in terms of quality, quantity, size, nature
etc., everything as established by the said professionals.










 



79







Appendix H




Wording of Bank Guarantee




Attn:

Af – Sar Ltd.

Derech Hachoresh 4

Yahud




Dear sir or Madam,




Re: Bank Guarantee



As per                      request (hereinafter: “The Lessee”) we are hereby liable and guarantee you
on behalf of the Lessee for payment of all amount within the limits of                      NIS, and this
amount being linked to the Consumers price Index (including fruit and vegetables) as
published by the Central Bureau of Statistics, and the Fundamental Index being the Index for
the month of                      in the year                      (hereinafter: “The Amount of Guarantee”), and all
for the purpose of securing the Lease Contract drawn up between the Lessee and yourselves in
the “Global Park Project” in Lod.



We hereby undertake to immediately pay any amount demanded by you within the limits of the
amount of guarantee according to your first written notification, and by no later than two
working day following receipt of notification, and without any need on your part to establish
or prove the your demand.



You will be entitled to demand from us payment of the amount of guarantee in its entirety or
to demand from us from time to time amounts on account of the amount of guarantee, in which
case following all payment the guarantee will remain valid concerning the balance of the
amounts of guarantee, inasmuch that the total amounts demanded will not be excess of the
amount of guarantee.










 



80



This guarantee will be valid in full till the date of                      at 12, noon inclusive, and any
demand made accordingly must be delivered to us by no later than the above mentioned date.




	 	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	Bank     
	 	 






A 79 Bank Guarantee











 



 




Appendix I




Execution of the Interior Adjustments by the Lessee



Within 3working days of from the date of approval of the following Lessee’s plan for execution, and
subject to the preconditions for such (insurance approvals, securities, and such forth), the leased
premises will be place at the Lessee’s disposal in its current as is situation (hereinafter:
“Commencement of the Works”) in order for the Lessee to execute and at his expense, all the
necessary works for the interior adjustment of the leased premises to meet his needs including
carpentry work to the interior of the leased premises (hereinafter: “The Lessee’s Works”) for which
the Leaser will participate in the costs for the execution of the Lessee’s works (“construction
budget”), according to that determined in the lease agreement.



The construction budget as defined in the lease agreement will be paid to the Lessee on the
following date:





	(A)	 	An amount in NIS equal to 50% of the construction budget with VAT being added in accordance
with the law, will be paid to the Lessee subject to and following the construction of
plasterboard walls in the leased premises (one panel), against a legal invoice, following the
inspection of actual execution against submitting copies of the contractors accounts for the
execution of the for an amount not be less than the said amount, and in any case, by no later
than 60 days after the date of the signing of the contract.
	 
	(B)	 	An amount in NIS equal to 50% of the construction budget with VAT being added in accordance
with the law, will be paid to the Lessee on a Current + 60 days basis, following the
completion of execution of the Lessee’s works in the leased premises and the occupation of the
leased premises by the Lessee, against an inspection of the actual works, and against the
submitting of additional accounts for the execution of works for an amount not less than the
said amount following receipt of confirmation for the absence of claims by the Lessee against
the Leaser (concerning the construction budget and Lessee’s works) signed by the lessee, and
against the Lessee’s tax invoice, written in the name of the Leaser.










 



2






All eh amounts in this section will be calculated according to the known dollar rate of
exchange at the time of the signing and will be linked to the said fundamental index.



It is made clear that and tardiness in execution and/or completion of the Lessee’s works will
not delay the commencement of the lessee’s payments according to this contract.





	1.	 	The Lessee’s works will be executed by the Lessee and at his expense to a high
quality engaging authorized contractors, all according solely according to building and
architectural plans and quantities list, the specifications and plans and systems, thga
were approved in advance and in writing by the Leaser (hereinafter: “The Lessee’s
Plans”).






	2.	 	The duration of the execution of the Lessee’s works will be done in full
coordination with the Leaser and updating him with all the fundamental details.
Modifications to the Lessee’s plans and/or to the specifications will not be done until
having been approved by the Leaser and will be approved prior to their execution and
will not be executed until having been said approved. Especially, and without derogating
from the above mentioned generalities, it is hereby emphasized, that any modification
and/or damage done to the building’s cladding, including the result of drillings and/or
openings or such like, will not be executed by the Lessee.






	3.	 	The Lessee undertakes that his contractors, who execute the Lessee’s work, to the
leased premises, will be authorized and legally registered contractors. The Leaser will
not object to the Lessee’s choice of contractors except for reasonable and practical
reasons. The Lessee further undertakes that all the materials intended for execution of
the Lessee’s works will be of a suitable type and quality that corresponds with up to
date Israeli standards.






	4.	 	No responsibility will be borne by the Leaser for the Lessee’s works, and the
Lessee will be solely responsible for all matters relating to the execution of the
Lessee’s works, including responsibility for all damages to










 



3


	 	 	property and body as made against any third party, to the Leaser’s property and/or to
the Lessee’s property and/or to any third party. Likewise, he will be responsible for
the quality of materials and the Lessee’s works, including the execution of the
Lessee’s works according to plans and their execution according to all laws solely
applicable to the Lessee, and the Lessee himself will be responsible for the
inspection of all repairs, at his expense, as required.






	5.	 	The Lessee undertake to carry out keep valid for the duration of the period of
execution of the Lessee’s works, an appropriate insurance policy to insure all risks as
acceptable in the execution of such type of the Lessee’s works and will deliver to the
Leaser a confirmation of the taking out of insurance on the construction works, in a
wording as determined in Appendix E-1 of the contract. Prior to the commencement of
execution of the Lessee’s works and prior to the insertion of any equipment whatsoever
by or for the Lessee into the leased premises.






	6.	 	Without derogating from the Lessee’s responsibility according to the contract,
and without imposing any responsibility whatsoever on the Leaser, the Leaser, though his
representative, will have the right to enter the leased premises any time during the
execution of the Lessee’s works, in order to ensure the observation of all instruction
of the contract by the Lessee, including the inspection of quality of material used by
the Lessee in the execution of works and the execution of the works according to
approved plans. If the Leaser should however discover that the Lessee is not explicitly
fulfilling the instructions of the contract, through his field representative, to
execute an action imposed upon the Lessee according to the instructions of the contract.






	7.	 	Without derogating from the above, mentioned in any other place in this contract,
the Lessee hereby specifically declares that he is solely and singly responsible to
obtain any license and/or permit and/or approval for the execution of the Lessee’s
works, and that he undertakes to execute all the










 



4


	 	 	Lessee’s works and to supervise them according to the contract and instructions of all
laws. Any Approval or confirmation as far as the Leaser grants the Lessee, will be
valid solely subject to the instruction of all laws.






	8.	 	All parties undertake to execute the works imposed on it according to the
contract in a manner that will prevent as far as possible to minimize any interruption
and/or to delay their receipt by the other party executing works in the structure and/or
development works and/or works to areas adjacent to the leased premises. All parties
agree to undertake to coordinate their works with the other party’s contractor, and to
take all reasonable measures to prevent and/or to minimize any interruption and/or delay
as mentioned.






	9.	 	During the execution of the Lessee’s works and following their completion, the
Lessee will himself vacate and at his own expense refuse of all kinds, including
construction refuse, aid materials, remains, remains of packaging and such like, all to
a legally authorized disposal site.






	10.	 	It should be made clear that the Lessee must take care to ensure that his
contractors, executing the lessee’s works, will execute inspection repairs, including
according to all laws, for all of the Lessee’s works within the structure.