Translated from Hebrew
Contract
Drawn up and signed in Tel Aviv on the 18th day in the month of August, 2000
Between
Koor Underwriters and Issuers Ltd. (hereinafter - "KOOR")
From 19 Rothschild Blvd., Tel Aviv, on the one hand;
And Between
Constellation 3D Inc. (hereinafter - the "COMPANY")
c/o Xx. Xxxxxxxx Barzosky - CFO
Xx. Xxxxx Xxxxx - Deputy CFO,
On the other hand;
WHEREAS:
1. KOOR engages, among other things, directly and/or through allied
companies, in locating investors, administrating and concentrating
capital raisings by way of - Private allocation and/or setting up loans
and/or credit and/or recruiting partners and/or by any other method
(hereinafter - "CAPITAL RAISING");
2. The COMPANY, a start-up company whose shares are traded on the NAADAQ
(OTC-BB), desires CAPITAL RAISING against private allocation of the
COMPANY's securities, and wishes to be aided by KOOR's services for the
purpose of locating investors;
3. This contract is a revision the contract signed on the 27th of June.
Therefore, it is agreed and stipulated between the parties as follows:
1. The COMPANY hereby rents KOOR's services, and KOOR undertakes to
provide services to the COMPANY, on the basis of "Best Efforts", in
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locating investors for the company as a share capital ("Equities")
and/or as a bank or other authority loan within 60 days from the day of
signing this contract.
2. KOOR's services include locating and integration of investors group
and/or banks setting up credit, aid in determining of private
allocation term and aid (including by means of any third party on its
behalf) in receiving information and preparing juridical and other
documentation, as well as all required for allocation and raising of
the capital and loan.
3. It is hereby agreed and clarified, that the investors located by KOOR
are:
a. Private and/or institutional bodies, form Israel and Europe,
including the bodies connected with KOOR.
b. Commercial banks in Israel for the purpose of giving loans and/or
credit.
c. Private and/or institutional bodies in the USA that will be located
together with the American Investment Bank (on our behalf or on behalf
of others).
4. It is agreed and clarified that the COMPANY has the right to decline
investor/s, and this only on the condition that the company shall
establish that there are reasonable arguments for declining the
investors, thus detected.
5. The contract period is for the duration of 60 days. The contract period
may be extended with the parties' consent, in writing and in advance.
6. The COMPANY undertakes during the contract period not to contact with
any other entity, including private and/or institutional and/or banks,
for capital raising during the contract period in Israel, other than
those KOOR, and the COMPANY gives the undertaking, that if KOOR
succeeds in raising during the contract term the amount of up to 6
million dollars in accordance with the conditions agreed, upon the
COMPANY will be obligated to receive the investment subject to the
conditions of the par. 4 above.
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7. If, due to KOOR's efforts a contract is concluded for the purpose of
capital raising among the investors or part of them and the COMPANY,
during the contract term and/or till the completion of 24 month period
from the completion of contract term, KOOR shall have the right to the
following consideration:
a. For equity raised in Israel - 4% of capital raising amount in
equity. In addition 1,5 option warrants for each share, whereby the
conditions attaching to the option warrants will be identical to
investors' conditions.
b. For obtaining a bank credit line - 1% of the confirmed credit line
amount and 100,000 option warrants for each credit line - 1 m. $.
c. For equity raised in the USA - 2% of capital raising amount in
equity and 20,000 option warrants for each one raised - 1m. $. The
conditions of option warrants will be identical to investors'
conditions.
8. In addition to the payment stated in the above sub-paragraph 7, KOOR
has the right (whether the contract will be connected to capital
raising or not) to recover the expenses which it will spend directly,
including legal expenses and sums paid to third parties concerning
capital raising, for the amount in NIS which shall not exceed 25,000
American dollars, as well as recovering special expenses as will be
agreed upon between the COMPANY and KOOR, as the matter may be
(including expenses on trips to investors' meetings, etc.).
9. The COMPANY, the directors and business and office holders undertake to
cooperate with KOOR as part of negotiations and contacts with the
investors for entering into the capital raising contract, by
introducing the COMPANY to investors, holding meetings with investors,
introducing material and documentation concerning the COMPANY and also
in any other way to be agreed upon by the COMPANY and KOOR.
10. The COMPANY shall inform and report to KOOR on accurate basis about all
its contacts with bodies or people connected with capital raising,
which take place during the contract period and within 12 months after
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the termination of contract period. The COMPANY will naturally also
report and inform KOOR about progress of negotiations with the bodies
indicated in par. 7.
11. The COMPANY agrees, that KOOR will advertise a "Tombstone" announcement
if capital raising is successful.
12. KOOR will have the right to offer to invest in the company as part of
capital raising or location of business partner. The sums KOOR will
invest will be taken into account for the purpose of calculating
consideration it is entitled to.
13. To avoid any doubt it is clarified that:
13.1 KOOR's obligation is to provide services on a "best efforts"
basis, and the COMPANY has not and will not present any claim against
KOOR in the case the capital raising has not been completed, during the
contract period or in general.
13.2 The COMPANY will compensate KOOR for each judgement that will be
entered against it and whose cause is representations, made to
investors in relation with the COMPANY, by KOOR, and which were made
available to KOOR by the COMPANY, provided that if KOOR informed the
COMPANY on each claim and/or demand against it as stated, immediately
after it came to its notice, and made it possible for the COMPANY to
appoint an advocate on its behalf and to conduct the defense in the
said action.
13.3 COMPANY's is obliged to pay the consideration to KOOR, as detailed
in par. 7 above, in case a capital raising contract is concluded
between the COMPANY and investors introduced to the COMPANY by KOOR,
and all this within the period specified in par. 7 above.
In witness whereof the parts have hereunto set their hands:
/s/ Xxxxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxx
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Koor Underwriters and Issues Ltd. Constellation 3D Inc.
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