exv10w24b






Exhibit 10.24B




SUB-LEASE AGREEMENT




Made and Entered into on the 4th of December, 2008.




	 	 	 
	Between:

	 	BigBand Networks Ltd.

A Private Regd. Co. No. 512751074

(hereinafter: “the Lessee”);
	 
	 	 
	 

	 	The First Party
	 
	 	 
	And:

	 	Prime Sense Ltd.

A Private Regd. Co. No. 513684761

(hereinafter: (“the Sub-Lessee”);
	 
	 	 
	 

	 	The Second Party
	 
	 	 
	Whereas

	 	On 25/07/2007 a Lease Agreement was signed between U. Dori
Engineering Works Co., Ltd. (hereinafter: “U. Dori”) and the
Lessee (hereinafter: “the Original Lease Agreement”) for a period
starting on 01/02/2008 and ending on 31/01/2013 relating to a unit
in an area of approximately 6,580 m2 gross, plus store
rooms and parking places, in the building known as “Arazim House”
located at 28 Habarzel Street in Ramat Hachayal, Tel Aviv, and
known as Parcel 108 in Block 6639 (hereinafter: “the Leased
Premises”);
	 
	 	 
	 

	 	The Original Lease Agreement, including the Management Agreement
and the other appendices are attached hereto as Appendix A of this
Agreement and constitute an integral part hereof; and
	 
	Whereas

	 	U. Dori has assigned all its rights and obligations under the
Original Lease Agreement to Clal Insurance Co., Ltd., a Public
Registered Company No. 520024647 (hereinafter: “the Lessor”),
pursuant to a document of assignment of rights, a copy of which is
attached hereto












 



 


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	 	as Appendix B of this Agreement and constitutes an
integral part hereof; and
	 
	 	 
	Whereas

	 	The Lessor has provided its permission and consent to the Lessee
to lease out the Leased Premises and/or to give a right of use
and/or possession in a part/parts of the Leased Premises to the
Sub-Lessee, pursuant to the written consent, a copy of which is
attached hereto as Appendix C of this Agreement; and
	 
	 	 
	Whereas

	 	The Sub-Lessee is interested in the renting of the fourth floor in
the Leased Premises in an area of approximately 1,645
m2 gross and also 35 parking places included in the
Leased Premises as marked in the plans of the Sub-Leased Premises
attached hereto as Appendix D of this Agreement and constituting
an integral part hereof (hereinafter: “the Sub-Leased Premises”),
and the Lessee is interested in renting out the Sub-Leased
Premises to the Sub-Lessee as stipulated, all in accordance with
the terms and conditions detailed below in this Agreement; and
	 
	 	 
	Whereas

	 	The parties have agreed between them that the Sub-Lease which is
the subject matter of this Agreement will not be a lease protected
under the Law;






Therefore It Is Declared and Stipulated Between the Parties as Follows:





	1.	 	The preamble and the appendices attached to this Agreement constitute an integral part of the
body of the Agreement.
	 
	2.	 	The provisions of the Original Lease Agreement and all of its appendices, including the
Management Agreement, shall apply, in full, mutatis mutandis, with respect of the area of the
Sub-Leased Premises under this Agreement.










 



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	3.	 	The Original Lease Agreement: The Sub-Lessee undertakes that, save where otherwise
stated in this Agreement in all matters relating to the Sub-Leased Premises, the Sub-Lessee
shall be responsible for the fulfillment of all the obligations and undertakings imposed on
the Lessee under the Original Lease Agreement and all of its appendices, mutatis mutandis, and
that wherever the Original Lease Agreement refers to the Sub-Leased Premises and where the
word “Lessee” is mentioned, the Sub-Lessee must be referred to, and all being in accordance
with the context of such.
	 
	4.	 	The Purpose of the Sub-Lease: The Sub-Lessee undertakes to use the Sub-Leased
Premises only for the purpose of high tech industries. The Lessee declares that the Sub-Leased
Premises pursuant to its designation is appropriate for the purpose of the Sub-Lease.
	 
	5.	 	The Rent: The monthly rent under this Agreement: NIS Sixty-Four (64) per
m2, is linked to the change of the Consumer Price Index known on the date of
payment compared with the Basic Index which is the index for the month of August 2008
published on 15/09/08, plus VAT as required by law, plus NIS Four Hundred and Forty (440) for
each one of the 35 parking places, linked to the change of the Consumer Price Index known on
the date of payment compared with the Basic Index which is the index for the month of March
2007 published on 15/04/07, plus VAT as required by law, (the rent, including payment for the
parking places, linkage differential accruals to the index and VAT, shall hereinafter be
referred to as: “the Rent”). The Sub-Lessee will pay the Rent (including rent for the
Additional Lease Term and the Third Lease Term) in advance for every 3 months of lease plus
VAT as required by law, by the 5th of the first month, for such 3 months.
Notwithstanding the above said, it is clarified that for the month of December 2010 the Lessee
will not pay monthly rent, however it will bear the payment for the parking places.
	 
	6.	 	The Sub-Lessee shall have an option, by prior notice to the Lessee of 30 days, to rent up to
15 additional parking places which shall constitute an integral part of the Sub-Leased
Premises from the moment of delivery to the Sub-Lessee under identical conditions to the terms
and conditions of the Sub-Lease in this Agreement.










 



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	 	 	All payments for the Rent as defined below shall be paid into Account No. 307500/02
managed at the 804 branch of Bank Leumi in the name of the Lessee.
	 
	 	 	In the event that the Lessee wishes to vacate the Leased Premises, or any part thereof, and
the Sub — Lessee wishes to lease additional space within the Leased Premises, the Lessee
would reasonably assist the Sub — Lessee in a way of addressing the Lessor and raising the
option to enable the Sub Lessee to lease additional space in the Leased Premises directly
from the Lessor. Without derogating from the aforementioned, in the event that the Lessee
wishes to sub lease to third parties any further space, or parts thereof, in addition to the
Sub Leased Premises, the Lessee shall make efforts but shall not be committed to notify the
Sub — Lessee.
	 
	7.	 	The Lease Term: The Lease Term shall start on 25/12/2008 and up until 24/01/2013
(hereinafter: “the Lease Term”). Without derogating from the above, the Sub — Lessee shall
have the right to begin the Adaptation Works listed in section 15 prior to the Lease Period,
subject to Clal’s approval.
	 
	8.	 	Management Fees: The Sub-Lessee will pay the Facilone Co., Ltd. (“the Management
Company”) which provides management services for the building, management fees as stated in
the Management Contract which shall be signed between it and the Management Company, directly
to the Management Company for the providing of the management services to the Sub-Leased
Premises as of the beginning of the Lease Term. For the avoidance of doubt, the Management
Agreement that will be signed between the Management Company and the Sub — Lessee will be
identical to the Management Agreement attached to the Original Lease Agreement mutatis
mutandis.
	 
	9.	 	Expenses: The Sub-Lessee will bear all taxes, levies, fees and other payments of any
kind and sort imposed and/or to be imposed in the future on the holders of possession of the
Sub-Leased Premises, for its share in the Sub-Leased Premises only, and also its proportionate
share in the expenses to be imposed, if any, on the common areas.
	 
	10.	 	Electricity, Water, Municipal Rates and Taxes, Telephone and Other Expenses:
Electricity, water, telephone expenses, municipal rates and taxes and any other expense
relating to the use of the Sub-Leased Premises and its operation will be paid by the Sub-










 



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	 	 	Lessee directly in accordance with its engagements with such entities and/or contracts
signed with them, as follows:
	 
	 	 	Water expenses — Proportional in accordance with the area of the Sub-Leased
Premises.
	 
	 	 	Electricity expenses — In accordance with actual consumption (measured by a separate
electricity meter to be installed in the Sub-Leased Premises by the Lessee and at the
expense of the Sub-Lessee), including additional costs for Air Conditioning that will be
charged separately from the regular monthly bill for electricity.
	 
	 	 	Municipal rates and taxes — The Lessee will notify the Tel Aviv Municipality about
the Sub-Lease under this Agreement, however, it is clarified that the liability, for all
intents and purposes, for the payment of municipal rates and taxes in the Sub-Leased
Premises, including in the matter of the use thereof, is imposed on the Sub-Lessee only, and
will be in accordance with the use.
	 
	 	 	Telephone — In accordance with actual consumption.
	 
	11.	 	Guarantee: To secure the fulfillment of the undertakings of the Sub-Lessee under this
Agreement and in accordance with the Original Lease Agreement including all its appendices,
the Sub-Lessee will provide the Lessee, at the time of the signing of this Agreement, with an
autonomous financial bank guarantee covering the amount of the Rent for a period of 4 months,
namely, the sum of NIS 547,836 .
	 
	 	 	In the event of the Lessee seeking to forfeit and/or set off any amount whatsoever from the
Guarantee, it will notify the Sub-Lessee in writing 14 days in advance of its intent, unless
delivering such notice was impossible or unreasonable under the circumstances of the matter.
	 
	 	 	The Guarantee shall be returned to the Sub-Lessee within 30 days after the end of the Lease
Term under this Agreement, and after it is proven to the satisfaction of the Lessee that the
Sub-Lessee has complied with all its obligations and undertakings as stipulated above.
	 
	12.	 	Assignment of Rights: It is clarified that the area of the Sub-Leased Premises is
leased for the use and needs of the Sub-Lessee only. The Sub-Lessee is not entitled to assign
or transfer all or part of its rights to any other party, in any way whatsoever. It is
clarified










 



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	 	 	that the transfer of all and/or any part of the shares of the Sub-Lessee and/or the sale of
the activities of the Sub-Lessee and/or part thereof, will not be considered as a transfer
of rights for the purpose of this Agreement, and will not require the obtaining of the prior
written consent of the Lessee, provided that notice to that effect is delivered to the
Lessee; and the Lessee and/or the Lessor are not harmed as a result of such sale and/or
transfer.
	 
	 	 	The Sub-Lessee shall be entitled to sub-lease part of the Sub-Leased Premises, provided that
it has obtained the prior written consent of the Lessor and the Lessee. The Lessee may
refuse such sub — lease on reasonable grounds and in writing only, including without
limitations in case that after a review of the sublessee’s financial condition, Lessee
determines that the sublessee does not satisfy Lessee’s reasonable expectations of financial
viability. The Lessee will make reasonable efforts in order to assist the Sub-Lessee in
obtaining the Lessor’s approval for such sub-lease.
	 
	13.	 	Insurance: The parties agree that the Sub-Lessee will maintain, throughout the
Agreement Term, all the insurance policies as detailed in Appendix E (the Insurance Appendix)
of the Original Lease Agreement, and that the Sub — Lessee will provide the certification from
its insurer in accordance with the wording attached in the said Appendix E of the Original
Agreement of Lease.
	 
	14.	 	Signage: The Sub-Lessee may install signs at the locations set forth in Appendix
E — the Signage Appendix. All the costs involved with the placement of the signs,
including the installation of the signs and/or sign fees and/or others shall apply in full to
the Sub-Lessee.
	 
	15.	 	Adaptation Works: Save for the adaptation works as set forth in Appendix F
(“Adaptation Works”), which will be executed at the responsibility and expense of the
Sub-Lessee, the Sub-Lessee shall not be entitled to make any internal or external changes or
additions to the Leased Premises, its installations and systems, without obtaining the prior
written consent of the Lessee and the Lessor. At the end of Lease Term, the Lessee will vacate
the Sub-Leased Premises of any object belonging to it and which has been placed by it in the
Sub-Leased Premises, save for those which have been agreed upon in advance to remain in the
Leased Premises at the end of the Lease Term. Notwithstanding










 



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	 	 	the above said it is clarified that the Sub-Lessee shall be entitled, without obtaining the
prior written consent of the Lessee and the Lessor, to introduce office furniture and
equipment and mobile equipment into the Sub-Leased Premises.
	 
	 	 	The Sub- Lessee undertakes that every new electrical wiring that would be added to the
Sub-Leased Premises during the term of the Sub- Lease will be connected solely and
exclusively to the electrical gauge of the Sub Lessee.
	 
	16.	 	The Lessee undertakes to ensure the repair of any damage and/or breakage to the shell of the
Sub-Leased Premises and/or the systems in the building of which the Sub-Leased Premises
constitutes a part, such as the water, electricity, sewage systems, etc., which has been
caused by the Lessor and/or someone on its behalf and/or arising from a fault and/or defect in
the construction of the shell and/or the building of which the Sub-Leased Premises constitutes
a part, within 21 days from the date of notice of such in writing from the Sub-Lessee, and in
urgent cases — immediately upon the receiving of notice of such from the Sub-Lessee. In the
event the Lessee does not comply with its duties to repair such defects and faults under its
responsibility within 21 days, and in urgent cases — immediately, then the Sub-Lessee shall
be entitled, after having given the Lessee prior written notice of 7 days (or in urgent cases
 — immediately), and after providing the Lessee the opportunity to repair the damage within
the aforesaid period of time, and after the Lessee has not done so, carry out any repair
and/or take any reasonable action to repair the damage and/or to bring the Leased Premises to
their previous condition. The Lessee will refund the Sub-Lessee the costs for the repairing of
the said damage against the presentation of receipts for the execution of the works.
	 
	17.	 	Eviction of the Sub Lease Premises: upon termination of the Sub —Lease term, the Sub Lessee
will return the Sub — Leased Premises to the Lessee free and clear of all persons and objects,
in good and proper condition, in the same manner that was handed to the Sub — Lessee
excluding reasonable amortization.
	 
	18.	 	Any amendment to the terms and conditions of this Agreement or any waiver of the rights of a
party hereunder, will only be done in writing signed by those authorized to bind that party.










 



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	19.	 	Sub Lessee hereby acknowledges that this Agreement is subject to the approval of Lessor. The
Lessee will take reasonable commercial efforts to obtain the consent of the Lessor to this
Agreement and will update the Sub Lessee from time to time and upon request with respect to
the development of the process with the Lessor. It agreed and understood that in the event
that Lessor’s consent to this Agreement is not provided within 45 from the date of its
execution, for any reason whatsoever, each party will be entitled to immediately terminate
this Agreement upon written notice to the other party. Upon such termination neither party
shall have any claim against the other party including, without limitation, any claim for
damages, specific performance or any other remedy.
	 
	20.	 	Any notices required or permitted by this Agreement shall be in writing and shall be
delivered, with notice deemed given, as follows: (a) by personal delivery, when delivered
personally; (b) by certified or registered mail, return receipt requested, upon 72 hours after
pull postage payment have been fully paid in advance . Notice shall be sent to the contacts
and addresses set forth herein or to such other addresses as either party may specify in
writing.




Sub  — Lessee:





	 	 	Prime Sense Ltd.
	 	 	28 Habarzel Street
	 	 	Ramat Hachayal, Tel Aviv
	 	 	Att: CFO




Lessee:





	 	 	BigBand Networks, Ltd.
	 	 	28 Habarzel Street
	 	 	Ramat Hachayal, Tel Aviv
	 	 	c/o BigBand Networks, Inc.
	 	 	475 Broadway Street










 



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	 	 	Redwood City, CA 94063
	 
	 	 	     Att: General Counsel





In Witness Whereof the Parties Have Set Their Hand:




	 	 	 	 	 	 	 
	/s/ Rob Horton
 

The Lessee

	 	 	 	/s/ PrimeSense Ltd.
 

The Sub-Lessee
	 	 












 



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Appendix A — The Original Lease Agreement










 



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Appendix B — Document of Assignment of Rights










 



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Appendix C — Lessor’s Consent



Appendix D — Plans of the Area of the Sub-Lease and the Parking Places










 



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Appendix E — Signage Appendix



1. Prime Sense sign with logo in size of               in the lobby of the building 



2. Prime Sense sign with logo in size of               in the elevator’s lobby in the forth
floor 



3. Prime Sense sign in the building directory in the same font and size as the
remaining tenants of the building.



4. Small signs in the parking spaces indicating “Prime Sense”










 



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Appendix F — Adaptation Works





	1.	 	Cancellation of room number 233 in favor of enlarging the front desk.
	 
	2.	 	Cancellation of separation wall between room number 428 to 429.
	 
	3.	 	Adding additional door to room 425
	 
	4.	 	Adding door between room number 432 and 451
	 
	5.	 	Adding door between room number 451 and 447
	 
	6.	 	Building a wall between the elevators and the bridge
	 
	7.	 	Deviding room 415 into 2 separate rooms