Thus, in this agreement, clause 3.1.2 was added (after the clause detailing the percentage consideration that existed previously – clause 3.1.1), in which it was written:
"In case public registration (IPO) for an amount in the range of $ 8,000,000 up to 15,000,000$ including Pre IPO investment:
- The Finder will be entitled to 230K USD which will be invested back in the company as C.A.L."
It should be noted that the rest of the clauses in the agreement remain in place, including clause 3.1.4.
I will note that in his affidavit, Don claims that this agreement reflects the agreement between the parties, according to which – since Peleg did not make a significant contribution to the IPO, this will be the amount of commission to which he will be entitled and this amount can be converted into shares – in accordance with the provisions of the CLA agreement. Peleg, on the other hand, argues that in practice this is a reduction to half of the amount of the financial commission to which he was entitled. This is because, in accordance with the first agreement, Peleg is entitled to a commission of 4.5% of the amount raised in the IPO in two installments of 2.25% each, with a total value of about $450,000, while according to the second agreement, he is entitled to a commission of $230,000. At the same time, according to Peleg, he agreed to sign the second agreement from a demon who presented him with a representation that he was required to sign this agreement, for reasons that were not specified by him. Thus, in his affidavit, Peleg declares that he did not agree to change the commercial terms of the agreements between the parties – i.e., the payment of the entire commission and options: "But I told Dan that if an agreement that includes only half of the commission serves Don's needs for the time being, I am willing to help him with this, but the entire payment will be paid later. Accordingly, I approved the second agreement..."
According to Peleg, support for his reservation can be found in the email correspondence between him and Don dated January 10, 2018 (Appendix 18 to Peleg's affidavit), in the appendix to which the second agreement was sent to Don, it was written on the subject: