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______________________, whose address is ____________________ (herein the "Finder") and ___________________, a company incorporated under the laws of the state of ___________--, whose address is ___________________(herein the "Company"). 1. Engagement. a. The Company hereby engages the Finder's services on a non exclusive basis (the "Services"), for the purpose of introducing the Company to potential investors in the equity of the Company (“Investment”), and/or acquires and purchasers of substantially all of the Company’s assets or share capital (“M&A”), the names of which are specified in the list attached hereto as Appendix A (the "Designated Entities"). b. In addition to the Designated Entities listed in Appendix A, the Finder may submit to the 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 the Company. If the Company decides that these are suitable candidates, the Company shall approve to Finder by email or fax that such entities will be included in Appendix A and deemed as Designated Entities. A Designated Entity shall be cease to be deemed a Designated Entity under this Agreement after the lapse of  months from the date such Designated Entity was introduced to the Company and did not enter into an SPA or an M&A Transaction within such period. 2. Fee. a. In the event that any of the Designated Entities enters into a share purchase agreement, or any other investment agreement ("SPA"), or an agreement to purchase substantially all of the Company’s assets or share capital (“M&A Transaction”), during the period of this Agreement and for a 12 months period from its termination, the Finder shall be entitled to receive from the Company a fee equal to _______percent (__%) of the gross amount of the investment received by the Company, prior to any distribution or deductions, pursuant to such SPA, including investments received by the Company as a consequence of exercising of options granted in such SPA or investments received as loans to the company, or proceed out of an M&A Transaction (the “Fee”). With respect to an Investment, the Fee shall be payable only with respect to the initial SPA. Finder shall not be entitled to any fees with respect to any further investments by such Designated Entity in the Company following the initial SPA. b. The Fee plus VAT or any sales tax to the extent applicable, shall be paid by the Company to the Finder within 3 days of the actual receipt of any investment amount by the Company pursuant to an SPA, or proceed from an M&A Transaction, against the issuance of a receipt. 3. Term and Termination. This Agreement shall be in force for a period of 12 months and shall be extended only by a written agreement executed by the parties. This Agreement shall terminate upon 90 days prior notice of the Company or Finder. 4. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly cancelled. This Agreement replaces any and all prior agreements between the Company and the Finder. 5. Relationship of the Parties. Finder acknowledges and agrees that (a) it is an independent contractor 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 responsible for the control and acts of its employees, representatives and agents. Neither Party is authorized to
bind the other party with respect to any matter, including, without limitation, express or implied agreements, guarantees, representations or debts. Finder shall do nothing that would discredit, injure the reputation of, or reflect adversely upon Company or its products or services. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of ________________. Each party agrees that any actions arising hereunder shall be brought in the state and federal courts of __________, and service of process on such party in any such action may be made by certified or registered mail, return receipt requested, to the address of such party set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date herein above written. __________________________ ______________________ ___________ COMPANY