Lessor:

ACHAT REAL a.s.

- hereinafter referred to as “Lessor”.

Lessee: 

- hereinafter referred to as “Lessee”.

Property:

An office on the Ground Floor as indicated on the appended plan with 126,40 sq. m. net office area plus 31,20 sq.m. share of the common areas, in total 157,60 sq.m., and 1 parking space, in the garage, hereinafter referred to as “Property”

Payments under the Lease:

Rent

plus a Service Charge advance payment of EUR 3,10 per m² and month as set out in Sec. 3 (4) of this Agreement. The total leaseable area of the building amounts to 4.090,97, and the Lessee’s share amounts to 3,85 % of the total area. There is no separate service charge for either terrace or parking. The cost for servicing these areas is included in Service Charge for the office.

plus VAT (Value Added Tax) at the statutory rate applicable at the time.

Basis for indexation as provided in Sec. 3 (3) of this Agreement is the Harmonized Index of Consumer Prices (MUICP) of EUROSTAT, basis 1996 = 100. The first index is the index figure for January 2006

Deposit as provided in Sec. 10 of this Agreement: 3 (three) months rent in the event of monthly payment of the Rent, or 1 (one) quarter rent in the event of quarterly payment of the Rent, plus service charges and VAT (DPH).

The Lessor is the owner of the building Klimentská 1207/10, title sheet No. 1473, cadastral district Praha 1 - Nove Mesto.

The Lessee has been provided with detailed information about the office block and the rented property in the form of the plans and description of the building before concluding this Lease Agreement.

The Lessor lets to the Lessee, and the Lessee rents the Property by virtue of this Agreement as specified in Point 3 of the Overview of this Agreement in the condition to be brought about by the Lessor as set out in the contractual site plan appended to this Agreement as Schedule 1 and the description of the building and equipment and furnishings appended hereto as Schedule 2.

The Lessee acknowledges and consents to the fact that the prior written consent of the Lessor shall be obtained before advertising panels, illuminated signs, large company signs etc. may be affixed in positions on the outside facade or inside the office block not intended for such purposes. If necessary, the consent of the authorities shall also be obtained for lettering on the outer façade.

The Property may only be used by the Lessee for the purpose of rent specified in Point 3 of the Overview of this Agreement. An alteration to the use is expressly forbidden.

The Agreement is concluded for the number of years specified under Point 5 (b) of the Overview of this Agreement. It shall thus terminate on the date specified under Point 5 (c) of the Overview, without requiring any prior notice of termination.

Summary

The monthly payments to be made by the Lessee shall consist of:

the Rent as agreed

the Service Charges as specified in Sec. 3 (4) below

the cost of electricity, heating and cooling according to Sec. 3 (6) below

the relevant Rent adjustments according to Sec. 3 (3) below

Value Added Tax at the applicable rate.

Payment Terms

The Rent shall be paid in EUR monthly in advance by the first day of the month for which the invoice is issued; by direct bank transfer into account No. 49021013/2700. The Lessor shall issue the respective invoice no later than on the 15th day of the preceding month. The 1st day of the preceding month is the date of taxable fulfillment for the purpose of VAT, and the official exchange rate EUR/CZK from this day shall be used. In case the official exchange rate EUR/CZK is not published on the date of taxable fulfillment (weekend, public holidays) the official exchange rate EUR/CZK published on the following working day shall be applied. The payment shall only be deemed to be made in good time if it is credited by the said date, and such timeliness shall not depend on the date of sending. In the event of a default in payment, the Lessee undertakes to pay to the Lessor default interest at the rate specified by law, plus all collection costs (including the costs of an attorney-at-law).

Indexation

In order to maintain the value of the agreed Rent, the following indexation clause is agreed:

-

-

-

-

-

Service Charges

The agreed Rent contains no Service Charges of any kind. The Service Charges shall be understood as being all expenditure necessary for the administration, maintenance and operation of the contractual building and associated areas and facilities within the meaning of Law 116/1990, Sec. 5, Para. 3.

costs for minor repairs, upkeep and maintenance to the building and the general technical facilities

water and sewage fees

costs for chimney-sweeping

costs for sewage clearance and rubbish removal

costs for power, heating and cooling where such concern the general parts (e.g., stairwells, indoor car-park, foyer/reception, etc.)

energy costs for the ventilation of the building

cultivation of green areas and flowers

cleaning of the general parts and facilities in the building and the outside facilities (such as pavements, access ramps, etc.)

façade cleaning and snow clearance

costs of supervision and surveillance by day and night including usual superintendence of the building

costs of appropriate and usual insurance (insurance for fire, third-party liability, water piping, electrical damage, storm damage, damage from lightning (direct and indirect), burglary and glass breakage)

the fees imposed upon the property by the public authorities.

Retention

Directly payable costs

The Lessor undertakes to maintain the building and the rented Property in the agreed condition suitable for the usual use and to ensure the proper provision of the services. The Lessee undertakes to bear the costs associated with usual maintenance, as agreed in Sec. 3 (4).

The Lessor shall bear the costs of maintaining the building substance. The Lessee undertakes to permit the Lessor to carry out such maintenance work.

The Lessee shall without delay notify the Lessor of any need for repairs to be carried out by the Lessor, and to permit the execution of such and other necessary repairs, on pain of payment for the damage resulting from non-compliance with this obligation.

Upon termination of the Lease, the Lessee shall return the Property cleaned, taking into account the normal wear and tear caused by normal use, but in any event capable of being used immediately for the stipulated purpose. Upon termination of the Lease, the Lessor shall be entitled at his discretion to insist that the investments, improvements etc. made by the Lessee after handover of the Property be left in the premises without compensation therefor, or that the original condition be established by the Lessee at his expense. In any event the Lessee shall remove advertising panels and the like at his own expense and establish the original condition.

The Lessee is entitled to use the Property for the purposes specified in Sec. 1 (5). He undertakes to treat considerately and carefully, to maintain and return the Property and the equipment, furnishings and fixtures contained therein and the common facilities and equipment.

The Lessee shall use the Property in compliance with all official regulations.

The Lessee shall be liable for any damage caused to the Property or the building by himself, his employees, his suppliers, craftsmen acting on his instructions, customers and persons having business in his Property after the commencement of the Lease or, if the Property is handed over earlier, from the time of such handing over.

The Lessee may only make structural alterations after obtaining the Lessor’s prior written consent valid for the specific individual case. The Lessee’s obligation to maintain the Property shall also extend to any such alterations made.

If despite written notice the Lessee fails to meet his obligations under Secs. 4 and 5 (1) to (4), the Lessor shall be entitled to carry out the necessary work at the Lessee’s expense. In the event of imminent danger, or if the whereabouts of the Lessee are unknown, no notice shall be necessary.

The Lessor shall be entitled to carry out repairs and structural alterations necessary for the proper maintenance and/or operation of the office building even without the Lessee’s consent.

The Lessee shall not be entitled to derive any legal consequences from temporary defects and/or faults in the heating, ventilation and hot water systems, gas, lighting, sewage, power and water connections and the like, which were not caused by the Lessor (strike, force majeure and the like). Nevertheless, the Lessor undertakes to take every necessary step to rectify such matters immediately.

The sub-letting of the Property or parts thereof to third parties shall be permitted with the Lessor’s prior written consent for a specific period, however at the longest up to the end of the tenancy as agreed in this Lease Agreement pursuant to Point 5 (c) of the Overview.

The Lessee’s rights and obligations resulting from this Lease Agreement shall also extend to the party to whom the rented Property is sub-let.

The Lessor and the Lessee shall be entitled to terminate the Lease prematurely subject to the provisions of Law 116/1990 Sec. 9, Paras. (2) and (3). The agreed notice period is 1 (one) month.

If the Lease Agreement is terminated prematurely through fault on the part of the Lessee, and if the rented Property is empty following the Lessee’s departure or if it can only be re-let or sub-let for a lower rent, the Lessee or its owner shall compensate the losses thereby incurred, but only until the end of the agreed period of the Lease.

The Lessor and the Lessee shall be entitled to terminate the Lease by means of a registered letter with immediate effect, if settlement proceedings or bankruptcy proceedings are commenced with respect to the other party’s assets, or if bankruptcy proceedings are dismissed for lack of assets.

The Lessee undertakes to conclude a liability insurance with appropriate cover, to maintain such insurance for the duration of the Agreement and to present evidence of it to the Lessor on demand.

The Lessor undertakes to conclude the usual insurances with appropriate cover, to maintain such insurances for the duration of the Agreement and to present evidence of them to the Lessee on demand.

to inspect the condition of the rented Property;

to show the Property to parties interested in a lease or purchase.

The Lessee undertakes to pay to the Lessor within 14 days after signature of this Agreement, but in any event before the Lessee takes over the rented Property, a deposit in cash to the amount specified in Point 4 (e) of the Overview, namely 8.708,77 EUR (eight thousand seven hundred eight euros and seventy-seven cents). If the deposit, in EUR form, has not been deposited by the start of the Lease as agreed in Point 5 (a) of the Overview to the account No. 49021013/2700 held by HVB Bank Czech Republic, a.s., the Lessor shall not be obliged to hand over the rented Property on the start of the Lease as agreed in Point 5 (a) of the Overview. This shall not affect the Lessee’s obligation to effect the payments agreed in Sec. 3 (1) to (6).

This deposit shall serve to settle any claims for damages on the part of the Lessor and to cover the Lessee’s outstanding obligations with respect to the settlement of electricity, gas and telephone charges, as well as any Rent arrears, and such both during and after termination or expiration of the Agreement. If no such arrears shall have been incurred, the deposit shall be returned to the Lessee upon termination of the Agreement.

If a claim is made upon the deposit in the course of the Agreement, the Lessee shall make up the difference to the Lessor within 14 days after demand therefor. It is hereby expressly agreed that the failure to replenish the deposit within the said time shall be deemed equivalent to the failure to pay the agreed Rent and shall therefore entitle the Lessor to terminate the Lease in accordance with Sec. 7 of this Agreement. These conditions concerning the replenishing or failure to replenish the cash deposit shall apply by analogy in the case of the provision of a bank guarantee.

On the day of the signature of this Agreement, the Lessee shall deliver to the Lessor a statement of guaranty by its owner(s) that the latter shall guarantee the Lessee’s compliance with its obligations.

If any of the terms of this Agreement is invalid, this shall not affect the validity of the remaining terms.

A successor in title with respect to the ownership of the company owning the building shall not affect the rights and obligations of the Lessee.

A change of ownership of the Property shall not affect the Lease Agreement. Neither the Lessor nor the Lessee shall be entitled to terminate the Lease for such reason.