FINDER FEE AGREEMENT
FINDER
FEE AGREEMENT
This
agreement (the “Agreement”) is made as of this 7th
day of
April, 2005, by and between Glenrock
Israel Ltd. of 85 Medinat ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇
(the “Finder”); and
Rosetta Genomics Ltd. of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, (the “Company”).
| Whereas |
The
Company is engaged in breakthrough research and development in
the
field
of bioinformatic detection, prediction and discovery of micro
RNA
genes
and their respective functions and utilities, and therapeutic
and
diagnostic
uses based thereof;
|
| Whereas |
The
Company is seeking to complete a convertible bridge loan financing
round
(the “Bridge
Loan Round), under
which the Company intends to raise up
to $5M (the “Bridge
Loan”).
|
| Whereas |
the
Finder has connections with potential investors (“Investors”)
that may have
interest in making cash investments in the Company's equity (“Investment
Transactions,);
|
| Whereas |
The
Company is interested in using the Finder services, on a non
exclusive
basis,
for the purposes of locating Investors and facilitating such
Investment
Transactions with them, subject to the terms and conditions contained
herein.
|
NOW,
THEREFORE, in consideration of the mutual promises and conditions set forth
herein the parties agree as follows:
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1.
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Finder
Obligations.
Finder
shall act to locate Finder Contacts (as such term is defined
herein), present them to the Company and assist the Company in negotiating
and facilitating
Investment Transactions with such Finder
Contacts.
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|
2.
|
Finder
Contacts.
The term “Finder Contact” shall mean all Investors that: (i) Finder
introduced
to the Company and the parties mutually agreed in writing thai it
shall be
soconsidered,
and (ii) with which Finder arranged meetings or discussions and
contributed to facilitating Investment Transactions with, and (iii)
that
were pre-approved by the Company and are listed on Schedule A
hereto as amended from lime to time by the parties in writing.
Notwithstanding anything contained herein it is clarified and declared
that the conclusion of an
Investment Transaction, if any, shall be at the Company's sole discretion.
The Finder shall not
introduce the Company to any specific Investor without receiving
the
Company's prior consent.
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3.
|
Success
Fees. In the event Company enters into an agreement for an Investment
Transaction
with a Finder Contact during the Term (as defined in Section 7 below)
or
within 3 months
following the date of its expiration or termination (the “Determining
Period”), for an Investment
Transaction in the Bridge Loan Round, the Finder shall be entitled
to the
following
consideration:
|
| 3.1. |
If
the Finder Contacts invest an aggregate amount of less than
$5500,000 within the scope
of the Bridge Loan Round:
|
| 3.1.1. |
A
cash commission of 5% of the cash investments made by Finder Contacts
in
the Bridge Loan Round.
|
| 3.1.2. |
In
addition to the consideration specified in Section 3.1.1 above
the Finder shall
be entitled to an option to purchase an amount of ordinary shares
of the
Company
equal to up to 3% of the amount of shares allotted by the Company
to
the
Finder Contacts upon conversion of the Bridge Loan, at the price
per share
of the
converted shares. The option will be valid for 36 months following
the
closing
of the Bridge Loan Round.
|
Finders
Fee Agreement - Bridge Uran Glenrrdt
| 3.2. |
If
the Finder Contacts invest an aggregate amount of at least $500,000
within
the scope
of the Bridge Loan Round:
|
| 3.2.1. |
A
cash commission of 6% of the cash investments made by Finder Contacts
in
the Bridge Loan Round.
|
| 3.2.2. |
In
addition to the consideration specified in Section 3.2.1 above the
Finder
shall be entitled to an option to purchase an amount of ordinary
shares of
the Company
equal to up to 4% of the amount of shares allotted by the Company
to
the
Finder Contacts upon conversion of the Bridge Loan, at the price
per share
ofthe
converted shares. The option will be valid for 36 months following
the
closing
of the Bridge Loan Round.
|
| 3.3 |
For
the avoidance of any doubt, the terms of the Success Fee under this
section 3 are relevant
and applicable to the Bridge Loan Round
only.
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4.
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Subsequent
Round.
For any investment made in the Company in a subsequent private
equity
financing round (“Subsequent
Round”) by
a Finder Contact who invested in the Bridge
Loan Round, the Finder shall be entitled to consideration as
follows:
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| 4.1. |
For
sums up to the Finder Contact's preemptive rights in the Subsequent
Round,
the Finder
shall be entitled to an amount of 50% of the cash commission and
options
calculated
pertaining to such sums according to the principles and percentages
set
forth
in section 3 above.
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| 4.2. |
For
sums beyond the Finder Contact's preemptive rights in the Subsequent
Round, the
Finder shall be entitled to cash commission and options calculated
pertaining to such
sums according to the principles and percentages set forth in section 3
above.
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5.
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Payments
and Reports.
|
| 5.1. |
All
cash amounts due to Finder hereunder shall be paid in the same currency
in
which the
Company receives the Finder Investments. VAT shall be added to all
payments against a proper VAT invoice. For the removal of doubt,
it is
hereby agreed that the Finder
shall be responsible for all taxes, withholding;, and other similar
statutory obligations.
The Finder agrees to defend, indemnify and hold the Company harmless
from
any and all claims made by any entity on account of an alleged failure
by
the Finder
to satisfy any such tax or withholding
obligations.
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| 5.2. |
The
Company shall inform Finder of any Bridge Loan Agreement between
the
Company
and a Finder Contact within 30 days of its
signing.
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6.
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Company
Information.
The Company shall provide Finder with reasonable information, as
it may
deem necessary, regarding the Company, its products, services, technology
and relevant
markets for the purpose of Finder performing its duties hereunder.
Subject
to Section2
above, the Company hereby authorizes the Finder to provide such
information only to prospective
Finder Confacts pre-approved by the Company. Any and all information
provided by
the Company to Finder is subject to the confidentiality clause in
this
agreement. Confidential
information obtained by the Finder from the Company shall be subject
to
the terms and conditions of the Company's non-disclosure agreement,
as
detailed in Section 8below.
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7.
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Term
and Termination.
The term of this Agreement is for a period of 3 months commencing
at the date hereof (the
“Term”).
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Finders
Fee Agreement - Bridge Uran Glenrrdt
2
Either
party may terminate this agreement on the occurrence of one of the
following:
| 7.1. |
by
serving the other party a 15 days prior written notice to such
effect;
|
| 7.2. |
forthwith,
by serving the other party a written notice, in the event that the
other
party has
breached any of its undertaking hereunder and not cured such breach
within
7days
of the non-breaching party's notice to such
effect;
|
| 7.3. |
forthwith,
without need for a written notice, in the event that the other party
has
entered
into any liquidation, insolvency, bankruptcy or similar
proceedings.
|
In
the
event of termination of this Agreement, and if such termination is made by
the
Company
pursuant to Sections 6.2 or 6.3 above, the Finder shall not be entitled to
receive any Success Fees not paid to them by the date of termination. In any
other event, the provisions of Section 3 apply. Subject to the above, the
Company may continue to pursue any relations with Finder
Contacts following termination of this Agreement, following termination of
this
Agreement,
for any reason: (i) Finder shall immediately cease representing to third parties
that
it
has any rights granted to it herein, and (ii) the Company may require Finder
to
return all documentation
concerning the Company and its products in its possession to the Company.
For
avoidance of doubt, the provisions of Sections 7 and 8 below shall survive
the
termination of this Agreement.
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8.
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Intellectual
Property.
Finder recognizes and acknowledges that all of the Company's IP,
including
without limitation, all the Company's patents, patent applications,
copy
rights, tradenames
and trade marks, solely belong to (the Company which is and shall
remain
its sole owner,
and it is hereby expressly agreed that nothing in this agreement
shall
constitute or be considered
as constituting a transfer or license of the Company's intellectual
property rights or
any part thereof by the Company to Finder. Finder shall adhere to
any
reasonable instructions
given to it in writing by the Company aimed for the protection of
the
Company, strademarks and any other intellectual property
rights.
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9.
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Confidentiality.
Finder shall, both during the term of this Agreement and after the
expiration
or termination of this Agreement, hold the proprietary, and confidential
information of
the Company (the “Confidential Information”) in strict confidence and will
not disclose or make
such Confidential Information available in any form to any third
party or
to use such Confidential
Information for any purposes other than the implementation of this
Agreement. Confidential
Information shall mean any and all information provided to Finder
by
Company, whether
related to business, technology or any other matter relevant to the
Company, excluding
information which is in the public domain not as a consequence of
a breach
of any confidentiality
undertaking by Finder. Without derogating from the generality of
the
above, Finder shall sign a Confidentiality undertaking in the form
attached as Schedule R
hereto.
|
Finder
undertakes to retain in strict confidence and not to disclose to any third
party
any information
related to this Agreement, its terms and conditions.
|
10.
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Independent
Contractors. It is hereby expressly declared and agreed that the
parties have entered this Agreement as independent contractors and
this
Agreement in no way establishes any
principal - agent, employer - employee, or partnership relations
between
the parties. Nothing
in this Agreement shall be construed as granting either party the
power or
authority to
act for or on behalf of the other party, to create any undertakings
on
behalf of the other party,
or to bind or commit the other party in respect to any such undertakings,
except as set forth herein or as otherwise agreed to in writing between
the parties prior to such act.
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11.
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Governing
Law/ Jurisdiction. This Agreement shall be governed by the laws of the
State
of Israel, without regard to its conflict of law rules and the competent
courts of Tel Aviv-Jafa
shall have exclusive jurisdiction over all matters arising under
or
relating to this Agreement.
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Finders
Fee Agreement - Bridge Uran Glenrrdt
3
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12.
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Counterparts/Entire
Agreement.
This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which shall
together
constitute one and the same Agreement. This Agreement constitutes
the
entire agreement between
the Parties respecting the subject matter hereof and supersedes any
and
all prior agreements or understandings between the Parties with respect
to
the subject matter hereof, whether
written or oral. Except as set forth herein, no addition or modification
of this Agreement
will be effective or binding unless in writing and executed by both
of the
Parties.
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IN
WITNESS WHEREOF the Parties, through their duly authorized representatives
have
executed
this Agreement
on the date(s) as of the date written above.
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/s/
illegible
GLRNTOVK
ISRAEL LTD.
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Finder
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By: /s/
illegible
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Title:
V.P. Finance
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2.6.05
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Finders
Fee Agreement - Bridge Uran Glenrrdt
4
Schedule
A – FINDER
CONTACTS
1. ________________________
2. ________________________
Finders
Fee Agreement - Bridge Uran Glenrrdt
5