FINDER'S FEE AGREEMENT
This Agreement (the "
") is entered into on the __ day of ______, 2010 by and between______________________, whose address is ____________________ (herein the "
") and___________________, a company incorporated under the laws of the state of ___________--, whoseaddress is ___________________(herein the "
The Company hereby engages the Finder's services on a non exclusive basis (the"
"), for the purpose of introducing the Company to potential investors in the equity of the
and/or acquires and purchasers of substantially all of the
Company’sassets or share capital (“
, the names of which are specified in the list attached hereto as
In addition to the Designated Entities listed in
, the Finder may submit tothe Company for its approval, from time to time, additional entities that, according to the best judgment of the Finder, are suitable candidates to invest or acquire assets or share capital in theCompany. If the Company decides that these are suitable candidates, the Company shall approve toFinder by email or fax that such entities will be included in
and deemed as DesignatedEntities. A Designated Entity shall be cease to be deemed a Designated Entity under this Agreementafter the lapse of  months from the date such Designated Entity was introduced to the Companyand did not enter into an SPA or an M&A Transaction within such period.2.
In the event that any of the Designated Entities enters into a share purchase agreement,or any other investment agreement ("
"), or an agreement to purchase substantially all of the
Company’s assets or share capital (“
during the period of this Agreement andfor a 12 months period from its termination, the Finder shall be entitled to receive from theCompany a fee equal to _______percent (__%) of the gross amount of the investment received bythe Company, prior to any distribution or deductions, pursuant to such SPA, including investmentsreceived by the Company as a consequence of exercising of options granted in such SPA orinvestments received as loans to the company, or proceed out of an M&A Transaction
.With respect to an Investment, the Fee shall be payable only with respect to the initial SPA. Findershall not be entitled to any fees with respect to any further investments by such Designated Entity inthe Company following the initial SPA.b.
The Fee plus VAT or any sales tax to the extent applicable, shall be paid by theCompany to the Finder within 3 days of the actual receipt of any investment amount by theCompany pursuant to an SPA, or proceed from an M&A Transaction, against the issuance of areceipt.3.
Term and Termination
. This Agreement shall be in force for a period of 12 months and shallbe extended only by a written agreement executed by the parties. This Agreement shall terminateupon 90 days prior notice of the Company or Finder.4.
. This Agreement constitutes the entire Agreement between the parties heretopertaining to the subject matter hereof, and any and all other written or oral agreements existingbetween the parties hereto are expressly cancelled. This Agreement replaces any and all prioragreements between the Company and the Finder.5.
Relationship of the Parties
. Finder acknowledges and agrees that (a) it is an independentcontractor and (b) it and Company are not, by virtue of this Agreement or otherwise, joint ventures,partners, employer/employee, franchiser/franchisee or fiduciaries of any kind. Finder is responsiblefor the control and acts of its employees, representatives and agents. Neither Party is authorized to