Management Agreement Amendment between Paradigm Geophysical Ltd. and Fox Paine & Company, LLC

Contract Categories: Business Operations › Management Agreements
Summary

This agreement is between Paradigm Geophysical Ltd. and Fox Paine & Company, LLC. It modifies their existing management agreement by stating that, after Paradigm completes an initial public offering, it will pay Fox Paine $6,750,000 plus any reimbursable expenses. Once this payment is made, all obligations under the previous agreement will end, and the agreement will be terminated. All other terms of the original agreement remain unchanged unless both parties agree in writing to further modifications.

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EX-10.3 5 a2173171zex-10_3.htm EXHIBIT 10.3

Exhibit 10.3

STRICTLY CONFIDENTIAL

FOX PAINE & COMPANY, LLC
950 Tower Lane
Suite 1150
Foster City, California 94404

September 18, 2006

Paradigm Geophysical Ltd.
Gay-Yam Center No. 3
9 Shenkar Street
Herzliya Pituach 46120, Israel

Re:
Management Agreement

Ladies and Gentlemen:

        We refer to the Amended and Restated Management Agreement, dated as of August 11, 2006 (the "Existing Agreement"), between Paradigm Geophysical Ltd., a company formed under the laws of the State of Israel (the "Company") and Fox Paine & Company, LLC, a Delaware limited liability company ("Fox Paine"). Upon consummation of an Initial Public Offering (as defined in the Existing Agreement), the Company or any of its affiliates shall make a payment to Fox Paine of a sum equal to $6,750,000 plus an amount equal to any expenses of Fox Paine that are then reimburseable pursuant to the Existing Agreement, which payment shall completely satisfy the Company's obligations to Fox Paine under the Existing Agreement and thereafter the Existing Agreement shall be terminated and shall be of no further force or effect. Except as modified hereby, the terms of the Existing Agreement shall remain unchanged and shall continue in effect unless and until modified in writing by the parties.Please confirm that the foregoing is in accordance with your understanding and agreement with Fox Paine by signing a copy of this letter agreement in the space provided below.


 
 
Very truly yours,

 
 
FOX PAINE & COMPANY, LLC

 
 
By:
/s/  TROY THACKER      
    Name: Troy Thacker
    Title: Managing Director

ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:

PARADIGM GEOPHYSICAL LTD.    

By:
/s/  JORGE MACHNIZH      
 
 
  Name: Jorge Machnizh    
  Title: Director