Exhibit 4.10
Lease agreement dated
December 9, 2004 by and between
Crow Electronic Engineering Ltd. (Orev) and E.A.
Barzili Investments and
Assets Ltd. (Lessor)
| 1. |
The
lease agreement provides for the lease by Orev of a two storey building in
Airport City, Israel, consisting of first floor in the area of 1,787 sqm
and second floor in the area of 1,740 sqm, including office space of 1,240
sqm and patio of 500 sqm (in addition there is also an intermediate floor
in the area of approximately 600 sqm and basement in the area of
approximately 1,700 sqm which are conditional upon receiving various
building permits and approvals). |
| 2. |
The
agreement is for an initial term of seven years commencing as of April 1,
2005 and end on March 31, 2012 with an option to Orev to extend the term
of the lease by two further periods of five years each. |
| 3. |
The
monthly rental fees owed by Orev for the lease of the premises during the
first five years is the sum of $28,400, plus VAT (and if a permit to the
basement is granted, including an additional sum of $1,500) (the
βMonthly Basic Rental Feesβ). The Monthly Basic Rental
Fees shall be increased during the sixth and seventh years in up to 5%. During
the eighth, ninth and tenth years, the Monthly Basic Rental Fees shall
increase in up to 7.5%, during the eleventh and twelfth years, the Monthly Basic
Rental Fees shall be increased in up to 10%. The monthly rental fees for the
second option period shall be determined mutually by the parties no later
than 120 days prior to the expiration of the first option period and in
the event of a disagreement between the parties, a jointly appointed
assessor shall determine the monthly rental fees and his determination
shall be final and binding without derogating from the entitlement of Orev
whether to exercise its option. |
4. The monthly
rental fees shall be paid by Orev during the first two years on a
semi-annual basis and as of the third year, on a quarterly basis.
| 5. |
In
addition, Orev shall pay management fees to an independent management
company, in respect of maintaining the Airport City industrial area site
calculated at the rate of NIS 4.5 per sqm leased by Orev per month. |
| 6. |
Orev
shall pay an advance on the monthly rental fees in the sum of $85,200
representing three monthly rental fees and shall provide the Lessor with a
bank guarantee in the sum representing three monthly rental fees (which
shall be replaced at the end of the third year of leasing, by a new bank
guarantee equal to six monthly rental fees). |
| 7. |
The
new premises shall be refurbished according to plans and specifications
attached as exhibits A and B to the lease agreement. It is agreed that the
monthly rental fees are based on a budget of US$1,250,000 to be expended
by the Lessor for the refurbishment of the premises. In addition, Orev
shall pay, upon signature of the lease agreement the sum of US$30,000 as
its participation part in the refurbishment of the premises.The
Lessor shall be solely responsible for the refurbishment. |
| 8. |
The
lease agreement may not be assigned by Orev to any third party, except to
any of its affiliates, without the prior written consent of the Lessor,
which shall not be unreasonably withheld. |
| 9. |
The
agreement is conditioned upon approval of the board of directors of Orev and
the signature by the Lessor, within ten days after the consent of the
board as mentioned above, on a purchase agreement for the purchase of
building rights for the intermediate floor from a third party, in the area
of 600 sqm. |
| 10. |
The
agreement may be terminated by Orev, among other things, if a building
permit for the basement and the intermediate floor is not obtained within
the time stipulated in the agreement. |
