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FINDER'S FEE AGREEMENT This Agreement (the "Agreement") is entered into on the __ day of ______, 2010 by and between

______________________, 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. 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 Companys assets or share capital (M&A), the names of which are specified in the list attached hereto as Appendix A (the "Designated Entities").
a.

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.
b. 2.

Fee. 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 Companys 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).
a.

The Fee plus VAT 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.
b.

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.
3.

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.
4.

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.
5.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date herein above written. __________________________ ______________________ ___________ COMPANY

Exhibit A