EXHIBIT 10.17
SUPERCOM LTD.
Millennium Xxxxxxxx
0 Xxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxxx 00000 Xxxxxx
June 30, 2003
Xxxxxx Xxxxx
Atlantis Equities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
Re: Amendment to Finder Letter Agreement
Dear Xx. Xxxxx:
Reference is hereby made to that certain letter agreement (the "Letter
Agreement"), dated May 1, 2003, by and between SuperCom Ltd. ("SuperCom") and
Atlantis Equities, Inc. or its designee ("Atlantis") with respect to Atlantis'
role as finder with respect to the prospective merger between SuperCom and
PerfectData Corporation. Capitalized terms used herein and defined in the Letter
Agreement shall have the meanings set forth therein unless specifically defined
herein. For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, SuperCom and Atlantis hereby agree as follows:
Paragraph 1 of the Letter Agreement shall be deleted and replaced with
the following:
"As compensation for the services provided by Atlantis in connection
with the Merger Transaction, upon consummation of the Merger Transaction,
Atlantis (or its designee) shall be issued such number of shares of Common Stock
of PerfectData Corporation or any other entity resulting from the Merger
Transaction (the "Shares") equal to five percent (5.0%) of the issued and
outstanding shares of Common Stock of PerfectData Corporation, or any other
entity resulting from the Merger Transaction (on a fully-diluted basis), after
giving effect to the consummation of the Merger Transaction (the "Transaction
Fee"); provided, however, if the net cash (as such net cash amount is calculated
for purposes of the definitive merger agreement) of PerfectData at the closing
of the Merger Transaction is less than $2,000,000 (or such lesser amount as
provided in the second proviso of Section 5(b) of the Letter of Intent), then
the Transaction Fee shall be reduced to an amount equal to 4.5% multiplied by a
fraction, the numerator of which is the net cash at Closing and the denominator
of which shall be $2,000,000 (or such lesser amount as provided in the second
proviso of Section 5(b) of the Letter of Intent). Of such Shares issued as the
Transaction Fee, one-fifth (1/5th) of such Shares shall be issued to Atlantis or
its designee and four-fifths (4/5th) of such Shares shall be issued to
ConnectivCorp, a designee of Atlantis. The Shares shall have "piggyback"
registration rights as well as any other registration rights which are granted
to the officers, directors and stockholders of Supercom (the "Insiders") with
respect to shares of Common Stock received by the Insiders in the Merger
Transaction. In addition, the Shares shall be subject to the same lock-up
agreement as the directors and executive officers of SuperCom."
Except as expressly set forth herein, each of the parties hereto
acknowledges that the Letter Agreement shall remain in full force and effect
without modification. This amendment may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
Kindly indicate your agreement to the foregoing by signing in the space
marked "AGREED TO" below.
Sincerely,
SUPERCOM LTD.
By: /s/ Avi Schecther
---------------------------------
Name: Avi Xxxxxxxxx
Title: Chief Executive Officer
AGREED TO:
ATLANTIS EQUITIES, INC.
By: /s/ Xxxxxx Xxxxx
-----------------------------
Name: Xxxxxx Xxxxx
Title:
