AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT
EXHIBIT
10.3(b)
AMENDMENT
TO THE
This
amendment (the “Amendment”) to the Management
Services Agreement (the “Original Management
Agreement”) is entered into as of 21 October, 2010 by and among
SodaStream International Ltd., a company incorporated under the Laws of the
State of Israel (the “Company”) and Fortissimo
Capital Fund GP, L.P. (“Fortissimo”).
WHEREAS, the parties entered into that certain
Original Management Agreement dated March 26, 2007, pursuant to which the
Company appointed Fortissimo to carry out such Management Services (as
such term is defined in the Original Management Agreement) in accordance with the terms and
conditions set forth therein; and
WHEREAS, the Company is
presently in the course of an initial public offering, foreseeing consummation
of the offering; and
WHEREAS, the parties hereto
desire to amend and terminate the Original Management Agreement in its entirety
by entering into this Amendment;
NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, and
intending to be legally bound hereby, the parties agree hereby:
Termination of Original
Management Agreement
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1.
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This
amendment will be effective concurrently with the Closing of the Company’s
2010 Initial Public Offering on
NASDAQ.
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2.
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The
Company will make a one-time payment of €1.75 million to Fortissimo (the
“Payment”) from
the proceeds of the public offering as consideration for terminating the
Original Management Agreement.
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3.
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Upon
the receipt of the Payment, (i) the Original Management Agreement is
hereby terminated, (ii) Fortissimo confirms that such
Payment constitutes the full and final settlement of all amounts owed to
it by the Company, subject to the payment of management fee accrued during
2010 up to the consummation of the initial public offering, and (iii) each
of the parties hereby knowingly, irrevocably and unconditionally confirms
to the other party that it has received all of the consideration to which
it is or was entitled to pursuant to the Original Management
Agreement.
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4.
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Other
than any director fees payable to the directors affiliated with
Fortissimo, no other compensation will be paid by the Company to
Fortissimo following the consummation of the Company’s Initial Public
Offering.
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IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their proper and duly
authorized representatives on the date first set forth
above.
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Fortissimo
Capital Fund GP, L.P.
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By: Fortissimo
Capital (GP) Management Ltd.
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By:
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/s/
Xxxx Xxxxxx
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
General Counsel
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Title:
CEO &
Director
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