exv10w1



 





Exhibit 10.1




DATED 18TH DAY OF JANUARY 2008




(1) CEVA IRELAND LIMITED




(2) IVOR FITZPATRICK




 






ASSIGNMENT OF LEASEHOLD INTEREST BY A COMPANY

OF

32-34, HARCOURT STREET, DUBLIN 2

 






MATHESON ORMSBY PRENTICE

70 Sir John Rogerson’s Quay

Dublin 2

Ireland




TEL + 353 1 232 2000

FAX + 353 1 232 3333




 









 




THIS ASSIGNMENT is made on 18th day of January 2008



BETWEEN





	(1)	 	CEVA IRELAND LIMITED (FORMERLY PARTHUSCEVA IRELAND LIMITED) a Limited Liability Company,
company registration number 317331, having its registered office at 8-11, Lower Baggot Street,
Dublin 2 (the “Assignor” which expression where the context so admits or requires shall
include its successors and assigns)




AND





	(2)	 	IVOR FITZPATRICK Solicitor of 44/45, St. Stephens Green, Dublin 2 (the “Assignee” which
expression where the context so admits or requires shall include his executors administrators
heirs and assigns)




WHEREAS:





	A.	 	By Lease (the “Lease”) made 8 November 1996 between (1) Veton Properties Limited and (2)
Silicon Systems Design Limited, the premises (the “Premises”) described in the Schedule hereto
were demised unto the said Silicon Systems Design Limited for a term of 25 years from 8
November 1996 subject to the initial yearly rent of IR£300,000.00 (EUR€380,921.42) subject
to review as therein and to the covenants on the part of the lessee and conditions therein
contained.
	 
	B.	 	By Deed of Assignment dated 16 May 2003 between (1) Silicon Systems Design Limited and (2)
the Assignor (under its then name of Parthusceva Ireland Limited) the premises was assigned to
the Assignor for the residue of the term of years granted by the Lease subject to the said
yearly rent thereby reserved and to the covenants on the part of the lessee and conditions
therein contained.
	 
	C.	 	By Certificate of Incorporation on Change of name dated 14 January 2004 Parthusceva Ireland
became known as Ceva Ireland Limited
	 
	D.	 	The Assignor has agreed and is desirous of assigning all its estate and interest in the
Premises to the Assignee and the Assignor has agreed to pay to the Assignee the sum of
€3,887,735 and the Assignee has agreed to assume all of the obligations and covenants on
the lessee’s part contained in the Lease.




NOW THIS ASSIGNMENT WITNESSETH:





	1.	 	That in consideration of the Assignee assuming responsibility for all the obligations,
liabilities, covenants and rights of the Assignor pursuant to the Lease from the date of these
presents and in return for the payment by the Assignor to the Assignee of the sum of
€3,887,735 (the receipt of which the Assignee hereby acknowledges) the Assignor as
beneficial owner HEREBY GRANTS AND ASSIGNS unto the Assignee the Premises TO HOLD the same
unto and to the use of the Assignee for all the residue unexpired of the said term of years
demised by the Lease SUBJECT TO the said rent thereby reserved and subject to the covenants on
the part of the lessee and conditions therein contained.
	 
	2.	 	The Assignee hereby covenants with the Assignor to pay the rent reserved by the Lease and to
observe and perform the covenants on the part of the lessee and conditions in the Lease
contained and to indemnify and keep indemnified the Assignee against all actions costs claims
and demands arising out of the non-payment of the said rent or any part thereof or the breach
non-observance or non-performance of the said covenants and conditions or any of them.




IT IS HEREBY CERTIFIED:





	(i)	 	That this is an instrument to which the provisions of Section 29 of the Stamp Duties Consolidation
Act, 1999 do not apply.




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	(ii)	 	That the provisions of Section 29 of the Companies Act, 1990 do not apply to this instrument.




IN WITNESS WHEREOF the parties have hereunto caused their seals to be affixed hereto the day
and year first herein written.




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SCHEDULE



ALL THAT AND THOSE the premises demised by the Lease and therein described as “ALL THAT AND
THOSE the property comprised in Folio 2304F County Dublin as more particularly known as the Lands
and Premises known as 32/34, Harcourt Street in the City of Dublin”.




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PRESENT when the Common Seal

of THE ASSIGNOR

was affixed hereto:




	 	 	 
	/s/ Fergal Shanahan

	 	 
	 

Fergal Shanahan

	 	 
	Director
	 	 
	Ceva Ireland Limited
	 	 






	 	 	 
	/s/ Layla Bates

	 	 
	 

Layla Bates

	 	 
	Director
	 	 
	Ceva Ireland Limited
	 	 






PRESENT when the Common Seal

of THE ASSIGNEE

was affixed hereto:




	 	 	 
	/s/ Vicky Pigot

	 	 
	 

Vicky Pigot

	 	 
	Solicitor
	 	 
	Dublin 2
	 	 






	 	 	 
	/s/ Ivor Fitzpatrick

	 	 
	 

Ivor Fitzpatrick

	 	 
	Director
	 	 
	Ceva Ireland Limited
	 	 






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OCTOBER PROPERTY HOLDINGS LIMITED as the person now entitled to the Lessor’s interest in the Lease
in accordance with the alienation provisions contained in the Lease hereby endorses its consent to
the Assignment of the Premises by CEVA Ireland Limited to Ivor Fitzpatrick in the manner herein
provided and hereby releases CEVA Ireland Limited from its obligations, covenants and liabilities
contained in the Lease whether past present or future with effect from the date hereof.




PRESENT when the Common Seal of

OCTOBER PROPERTY HOLDINGS LIMITED

was affixed hereto:




	 	 	 
	/s/ Ivor Fitzpatrick

	 	 
	 

Ivor Fitzpatrick

	 	 
	Director
	 	 
	October Property Holdings Limited
	 	 






	 	 	 
	/s/ Paddy McKillen

	 	 
	 

Paddy McKillen

	 	 
	Director
	 	 
	October Property Holdings Limited
	 	 






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DATED 18TH DAY OF JANUARY 2008




(1) CEVA IRELAND LIMITED




(2) IVOR FITZPATRICK




 






ASSIGNMENT OF LEASEHOLD INTEREST

BY A COMPANY

OF

32-24, HARCOURT STREET, DUBLIN 2




 






MATHESON ORMSBY PRENTICE

70 Sir John Rogerson’s Quay

Dublin 2

Ireland




TEL + 353 1 232 2000

FAX + 353 1 232 3333