OFFICER'S CERTIFICATE
MARCH 30, 2000
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The undersigned, Moshe Zelnik, hereby certifies as follows:
(a) I am the duly elected, qualified, acting and incumbent Vice
President of Finance, Chief Financial Officer and Secretary of DSP Group,
Inc., (the "Company").
(b) Attached hereto is an English translation of an Appendix
Agreement to a Lease Contract, dated as of May 5, 1999, by and between
Bayside Land Corporation Ltd. and DSP Group, Ltd., a wholly owned subsidiary
of the Company.
(c) To my knowledge, such translation is a fair and accurate
translation as required under Rule 306 of Regulation S-T promulgated by the
Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate on behalf of the Company as of the date first written above.
DSP GROUP, INC.
/s/ MOSHE ZELNIK
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Moshe Zelnik, Vice President of Finance,
Chief Financial Officer and Secretary
APPENDIX AGREEMENT
DRAWN UP AND SIGNED IN HAIFA ON MAY 5TH 1999
BETWEEN
BAYSIDE LAND CORPORATION LTD.
of 24 Ha'prasim St. Haifa
(hereinafter: "The Lessor")
AND
DSP GROUP LTD.
Company No. 51-135472-2
of 5 Shenkar St. Herzelia Pituach
(hereinafter: "The Lessee")
WHEREAS A Lease Contract was drawn up and signed between the parties
on November 28th 1996, in accordance with which the Lessor
leased to the Lessee an area of 1,688 sq. meters on the 1st
floor of Building No. 1 at the Bayside (Gav - Yam) Center,
according to its definition in the Lease Contract
(hereinafter: "The First Contract");
AND WHEREAS A Lease Contract was drawn up and signed between the parties
on September 13th 1998, in accordance with which the Lessor
leased to the Lessee an additional area of 590 sq. meters on
the 1st floor of Building No. 2 at the Bayside Center
(hereinafter: "The Building"), according to its definition
in the Lease Contract (hereinafter: "The Second Contract");
AND WHEREAS The Lessee requested from the Lessor to lease an additional
part of the Building, in an inclusive area of 355 sq.
meters, in addition to the other leased, located in its
possession, as per the First Contract and the Second
Contract (hereinafter: "The Additional Area");
AND WHEREAS The Lessor declares that it agrees to lease to the Lessee a
part of the Building, in accordance with that stated in this
Contract;
THEREFORE, IT HAS BEEN AGREED AND STIPULATED BETWEEN THE PARTIES, AS FOLLOWS:
1. The preamble to this Agreement shall constitute an integral part
thereof.
2. According to the agreements, reached by the parties, the Sections of
the Second Contract shall be amended and adjusted as follows:
3. In the fourth "Whereas" of the Agreement, the area of approx. 590 sq.
meters shall be changed to an area of 945 sq. meters.
4. Appendix B of the Second Contract (plans of the leased) shall be
replaced with the plan, attached to this Appendix Agreement, which also
include the Additional Area.
5. The definition of the "leased" in Section 3.1 of the Second Contract
shall be amended and its definition shall read as follows:
"The leased: a part of the Building in an area of approx. 945 sq.
meters, located on the 1st floor of the Building, including the
equipment and the attachments installed therein, all as marked in
yellow in Appendix B.
In order to remove any doubt, the area of the leased, as specified
above, also include a relative part of the entrance lobby, shared by all
the office floors in the Building and also floor's public areas."
6. a. Notwithstanding that stated in Section 4.2 of the Second
Contract, the leased period with respect to the Additional
Area shall commence on September 1st 1999 and it shall end
upon the date of completion of the lease period, as stated in
Section 4.1.1 of the Second Contract, i.e. on November 31st
2003.
b. All the other provisions in Section 4 of the Second Contract,
in reference to the delivery day and/or the delivery date
shall apply to the Additional Area, in a manner which is
adjusted to the date, stated in Section 6.a above, which would
also be viewed as the delivery date or the delivery day of the
Additional Area.
c. Notwithstanding that stated above, it is agreed between the
parties that the actual delivery of the Additional Area to the
Lessee shall be carried out in accordance with Section 5 of
the Second Contract, after the completion of four months from
the date of the filing by the Lessee of
agreed upon architectural plans, with respect to the
Additional Area, to the Lessor.
d. In order to remove any doubt, it is hereby agreed that the
agreed upon architectural plans, stated in Section 6.c above,
must receive the approval of the safety consultant of the
project.
7. As from September 1st 1999, in Section 8 of the Second Contract, the
heading of which is "The Lease Moneys", the amounts in the following
Sections shall be amended as follows:
In Section 8.1.1, the lease moneys of the offices, in the amount of NIS
31,388 ($8,260), shall be replaced with the amount of NIS 50,274
($13,230).
8. The guarantee of DSP Group Inc., the parent company of the Lessee,
shall also apply to the charges emerging from the provisions of this
Appendix Agreement and the provisions of the Second Contract, which
would also apply to the Additional Area.
9. In order to remove any doubt, it is hereby agreed and declared that the
Lessee shall pay with respect to the Additional Area all the payments
and charges imposed on it in accordance with the Second Contract, as
from the delivery day and not later than September 1st 1999, even if
the leased is not actually delivered to the Lessee by that day.
10. Notwithstanding that stated in Sections 8 and 9 above, it is hereby
agreed that the Lessee shall pay to the Lessor the balance between the
lease moneys, according to Section 8 of the Second Contract, and the
lease moneys, according to Section 7 above, over a three month period,
i.e. an amount of NIS 56,658 ($14,910) upon the date of signature of
this Appendix Agreement.
It is hereby clarified and agreed that the aforementioned amount shall
be paid together with the addition of linkage differences in comparison
with the basic index, as stated in Section 8 of the Second Contract.
11. The amount of the bank guarantee, as stated in Section 17.1 of the
Second Contract shall be adjusted to the amount of the basic lease
moneys, as it was
amended by means of Section 7 of this Appendix Agreement, that being
for the three months and together with the addition of VAT.
12. The technical specification of the Second Contract shall be amended
accordingly and as required by the Additional Area.
13. In Appendices G and H and in the second "Whereas", instead of "590 sq.
meters" it shall read "945 sq. meters".
IN WITNESS THEREOF, THE PARTIES HAVE SIGNED:
(signature) (signature)
[Stamp of DSP] [Stamp of Bayside Land Corporation Ltd.]
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The Lessor The Lessee