EXHIBIT 10.13
FINDER'S AGREEMENT
THIS AGREEMENT (HEREINAFTER: THE "AGREEMENT") IS ENTERED INTO ON
NOVEMBER 16TH, 2004.
BETWEEN
ORGANITECH LTD AND/OR ORGANITECH U.S.A. INC.,
having its place of business at Yoqneam Xxxxxxxxxx Xxxx,
Xxxxxx 00000
(Hereinafter: the "Company")
AND
XXXX XXXXXX - FINANCIAL COMMUNICATION
Having its place of business at Tel Aviv,
Israel
Tel: 000-0-0000000
Mobile: 000-00-0000000
(Hereinafter: the "Finder")
WHEREAS The Company is interested in obtaining an equity investment; and
WHEREAS The Finder possesses certain valuable information, contacts and
knowledge concerning certain potential investors; and
WHEREAS The Finder wishes to introduce potential investors to the Company;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS HEREIN,
THE PARTIES HEREBY AGREE AS FOLLOWS:
(1) APPOINTMENT
Subject to the terms and conditions hereinafter set forth, the Company hereby
agrees to receive from the Finder certain introduction services to the Company
on a non-exclusive basis. The Finder hereby agrees to use its reasonable efforts
to introduce the Company potential investors listed in the attached Exhibit A,
which will be signed by both parties.
(2) COMMISSION
(2.1) Has any DIRECT INTRODUCTION of a potential investor, (hereinafter:
the "INVESTOR"), made by the finder, and listed in the attached
Exhibit A, resulted in a monetary equity investment in the
company, (Hereinafter: "the Investment"), the Company will pay the
Finder a cash commission equal to 5% (FIVE PERCENT) of the
Investment, for any sum that was actually paid to the Company.
(2.2) Has any INDIRECT INTRODUCTION of a potential Investor, presented to
the Company by a CREDITED FINANCIAL INSTITUTION (listed in exhibit
A following the Finders request), resulted in a monetary equity
investment in the company (Hereinafter: "the Indirect
Investment"), the Company will grant the Finder, (on top of any
commission to be agreed between the Company and the CREDITED
FINANCIAL INSTITUTION):
a) a cash commission equal to 1% (ONE PERCENT) of the
Indirect Investment for any sum that was actually paid
to the Company.
b) The issuance of 2.5% (TWO AND A HALF PERCENT) of Options
to purchase Shares of Common Stock of the Company
(hereinafter: the "COMMISSION OPTIONS"), calculated on
the Options granted to the investor (if any), and at the
same conditions of the Options granted to the investor.
(2.3) Exhibit "A" may be amended from time to time by a mutual written
agreement signed by both parties.
(2.4) All cash commissions earned hereunder shall be due and payable
within 30 days of the date on which the Company actually receives
the Investment (or income).
(2.5) If the Investment is made in installments, the Finder will receive
payment in installments accordingly, within 30 days from the day on
which the Company actually receives each installment.
(2.6) All Commission Options earned hereunder shall be granted at the
same time and at the same conditions in which the Options will be
granted as part of the Indirect Investment.
(2.7) Subject to subsections 2.1-2.6, the above-mentioned commission/s
will be the Finder's sole and entire consideration for his effort
and activity. The Company shall not reimburse the Finder for any
expenses incurred by it unless it has been agreed in writing in
advance otherwise.
(2.8) To avoid doubts, in the event that an investment proposed by the
Finder has been rejected by the Company, the Finder will not
receive any commission or any other payment (including coverage of
expenses incurred).
(2.9) It is agreed that the finder will be entitled for his commission
only if he was the first and significant factor that introduced the
investor the company.
(2.10) The Company may at its sole discretion decide, without need to give
reasons, whether to accept, reject or further pursue any proposal
introduced by the Finder.
(3) TERM
This agreement shall commence on the date hereof and shall be in force for a 12
months period from the date this agreement is signed by the sides.
The Company may terminate this agreement without notice if it ceases to require
investment for any reason.
(4) MISCELLANEOUS
(4.1) Any notices, demands, instructions and other communication
(Hereinafter: "Notices") shall be in writing and shall be deemed
to have been duly given when personally delivered, or on the third
day following deposit with an overnight delivery service which
provides evidence of sending. Notices to a party shall be given to
said party at its address as follows, or to such other address as
may be designated by written notice.
(4.2) The Finder agrees and declares that it has no power or authority
to make any commitments, undertakings or agreements in the name
of and/or on behalf of the Company, whether verbal or written and
swill not hold itself out as having any such power or authority.
(4.3) The Finder agrees that it will make no statements and/or
representation regarding or relating to the Company and/or its
products or business which are different from and/or in addition to
information in this regard provided by the Company to the Finder in
writing from time to time.
(4.4) No delay or failure by either party to exercise any right under
this agreement, and no partial or single exercise of that right
shall constitute a waiver of that or other right, unless otherwise
expressly provided herein.
(4.5) This Agreement shall be governed by and construed in accordance
with the laws of Israel and any dispute arising in connection
thereof will be exclusively submitted to the courts of Haifa,
Israel.
(4.6) This Agreement contains the entire understanding of the parties and
supersedes all previous verbal and written agreements. There are no
other agreements, representations or warrantees not set forth
herein.
(4.7) The provision of this Agreement shall be binding upon and entire to
the benefit of each of the parties and their respective successors
and assignees. No employer-employee relationship shall exist
between the parties. The Finder is an independent contractor.
(4.8) The Finder will not reveal confidential information of the Company
to any person or entity, and will not make any use of such
information, except as required for the purposes of this agreement
and as authorized by the Company.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT ON THE DATE FIRST
WRITTEN ABOVE,
----------- --------------
THE COMPANY THE FINDER
EXHIBIT "A"
--------------------------------------------------------------------------------
NAME OF INVESTOR OR
CREDITED FINANCIAL PRESENTING FINDERS ORGANITECH'S
INSTITUTION DATE SIGNATURE APPROVAL
--------------------------------------------------------------------------------
PROPOSAL AS OF
CLAL FINANCE CHITUM LTD. 12 DEC. 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
