EXHIBIT 4.5
M&A ADDENDUM
TO THE SERVICES AGREEMENT
BY AND BETWEEN, B.O.S. Better Online Solutions, Ltd. ("BOS"), BOScom, Ltd.
("BOSCOM") (hereinafter, collectively referred to as the "COMPANY") and
Cukierman & Co. Investment House, Ltd. ("CUKIERMAN"), dated as of August 22,
2004.
R E C I T A L S
WHEREAS, pursuant to Paragraphs 6(ii) and 9(iii) of that certain Services
Agreement between BOS, BOSCOM and Cukierman dated, April 15, 2003 (the
"AGREEMENT"), the parties herein wish to memorialize in writing their agreement
regarding Success Fees to be earned by Cukierman in consideration of its
providing Mergers and/or Acquisitions services to the Company,
A G R E E M E N T
In consideration of the foregoing premises and the mutual promises hereinafter
set forth and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged hereby, the parties hereto, intending to be bound
legally, hereby agree as follows:
1. The recitals set forth above are true and correct in all respects and
are incorporated herein and made a part hereof.
2. All capitalized terms used in this addendum without definition shall
have the meanings assigned thereto in the Agreement.
3. For transactions procured in connection with Cukierman's Services in
which the Company is (i) acquiring or merging with another entity, or (ii)
acquired (either shares or assets) by or merged into another entity (each, a
"TRANSACTION"), Cukierman shall be entitled to receive a Success Fee equal to
3.5% of the Total Proceeds exchanged in such Transaction. "TOTAL PROCEEDS" shall
mean any consideration paid or received by the Company, its shareholders or any
of its subsidiaries in the Transaction, whether in cash or in shares, and
including any deferred payments, contingency payments, and payments based on
certain milestones being achieved. Unless otherwise agreed by the parties hereto
in writing, for the purpose of calculating the Success Fee, the value of
non-cash proceeds, which are shares of the Company, shall be the market price of
such shares based on the average trading price of the shares in the 30-day
period ending on the day the Company entered into a term sheet concerning the
Transaction. Other non-cash proceeds shall have the value set for such proceeds
in the definitive agreement(s) constituting the Transaction.
4. The Success Fee hereunder shall be paid in the same form (cash, shares,
warrants or other) and ratio in which the Total Proceeds were paid or received,
and no later than 30 days after the ACTUAL receipt or payment of such proceeds
by the Company, its shareholders or subsidiaries, as the case may be. In order
to avoid doubt it is expressly stated that the Company shall not be required to
advance any payments on account of deferred, contingent or other future
proceeds.
5. Section 8 of the Agreement shall be replaced by the following text:
"Team
Cukierman & Co.'s team for the purpose of performance of the Services
hereunder shall be designated by Xx. Xxxx Ashkenazy from time to time."
6. All other terms and conditions of the Agreement (to the extent that they
do not conflict with the terms herein) shall remain unchanged and shall be
applicable to the terms herein.
IN WITNESS WHEREOF, the undersigned have each executed this M&A Addendum as of
the date first above-written.
B.O.S. BETTER ON-LINE SOLUTIONS
___________________
Mr. Adiv Baruch
CEO
BOSCOM, LTD.
___________________
Mr. Adiv Baruch
CEO
CUKIERMAN & CO. INVESTMENT HOUSE, LTD.
___________________
Xx. Xxxx Ashkenazy
Director
