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EXHIBIT 10.1
AGREEMENT
PREPARED AND SIGNED IN _________ ON THE 25 DAY OF THE MONTH JULY 2010
BETWEEN: SECU-SYSTEM LTD (Reg. No. 511779266)
(hereinafter: "THE PLAINTIFF" or "SECU SYSTEM")
ON THE ONE PART;
AND BETWEEN: 1. SUPERCOM LTD (Reg. No. 511307704)
under its current name: Vuance Ltd, Public Company 5200440,
hereinafter: "SUPERCOM".
2. KIRI TECHNOLOGIES VERIFICATION LTD (Reg. No. 512243635)
(under its current name: Inksure Ltd, hereinafter: "INKSURE")
(hereinafter jointly: "THE RESPONDENTS")
ON THE SECOND PART;
WHEREAS legal proceedings are being conducted between the parties to this
agreement within the framework of CIVIL CASE 3120/99 SECU SYSTEM
VS. SUPERCOM ET AL in the District Court of Tel Aviv
(hereinafter: "THE ACTION");
AND WHEREAS the parties wish to reach a settlement between them which will
make the continuation of the litigation in the Court unnecessary;
AND WHEREAS the parties have been referred by the Court to a mediation before
His Honor the President (Ret.) of the District Court of Tel Aviv.
Mr. Uri Goren (hereinafter: "THE MEDIATOR").
NOW THEREFORE IT IS DECLARED, STIPULATED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. For final and total dismissal of the action, and without any party
acknowledging the claims of the other party, the Respondents shall pay the
Plaintiff the exact settlement amount as it shall be defined hereinafter,
under the terms and on dates as detailed in this agreement.
THE SETTLEMENT AMOUNT
2. The settlement amount shall be determined as follows:
2.1. The settlement amount which shall be paid by the Respondents to the
Plaintiff shall be within the range of NIS 1.5 million to NIS 2
million.
2.2. The exact settlement amount shall be determined by the Mediator,
after arguments shall be presented by the parties' attorneys,
whose ruling shall obligate the parties.
As previously noted, the settlement amount that shall be
determined by the Mediator shall be within the above mentioned
range (hereinafter: "THE EXACT SETTLEMENT AMOUNT").
DIVISION OF RESPONSIBILITY
3. The Respondents shall be responsible, each of them severally, for payment
of half of the Exact Settlement Amount as defined above. In order to remove
doubt, it is hereby clarified that each of the Respondents shall be
responsible only for its share of the Exact Settlement Amount - that is 50%
of it, and neither of the Respondents shall be responsible and/or shall
guarantee the payment of the other Respondent's share of the Exact
Settlement Amount.
PAYMENT OF THE SETTLEMENT AMOUNT
4. Payment of the settlement amount shall be executed under the terms that
shall be detailed hereinafter:
4.1. Not later than 30 days from the date of the Mediator's ruling on the
Exact Settlement Amount, Inksure shall deposit with Adv. David
Moshevics its share of the Exact Settlement Amount - that is 50% of
it.
The sum shall be deposited in the trust account that shall be opened
by Adv. Moshevics in the name of the Law Offices of Yossi Avraham and
Co. for this purpose and shall be invested in conservative instruments
(hereinafter: "THE TRUST ACCOUNT").
4.2. Supercom shall pay into the Trust Account its share of the Exact
Settlement Amount divided into ten monthly equal and consecutive
payments starting from the 15th of the calendar month following the
date of the Mediator's ruling until the completion of the payment of
its share of the Exact Settlement Amount.
To each payment linkage differences and 4% annual interest shall be
added, calculated from the date of the Mediator's ruling until the
date of each payment in practice.
It is hereby clarified that a delay of up to 10 days shall not be
considered a breach of Supercom's undertakings pursuant to this
agreement.
A delay of more than 10 days shall result in the balance of Supercom's
debt becoming immediately due.
4.3. Supercom reserves the right to pay its share of the Exact Settlement
Amount on an earlier date than that stated in Section 4.2 above and
completion of payment of Supercom's share of the Exact Settlement
Amount at an earlier date shall be considered as fulfillment of its
obligation pursuant to this agreement.
4.4. Adv. Moshevics shall inform the Plaintiff's attorney each time that
any sum shall be received in the Trust Account.
4.5. Immediately after Supercom shall complete the transfer of its share of
the Exact Settlement Amount to the Trust Account then the amount
accumulated in the Trust Account shall be transferred, including
interest, to the Plaintiff's attorney, Adv. Yehiel Kasher, according
to his instructions.
CANCELLATION OF THE AGREEMENT BY THE PLAINTIFF
5.
5.1. The Plaintiff shall be entitled to cancel this agreement in the event
that Supercom fails to fulfill its payment obligations as noted above
(hereinafter: "RIGHT TO CANCEL").
5.2. The Right to Cancel may not be exercised by Plaintiff for non-payment
of only one payment which Supercom is obligated to pay pursuant to
this agreement, but only after the entire balance of the debt has
become immediately due and 10 further days have passed.
5.3. Inasmuch as the Plaintiff shall use the Right to Cancel, the monies
deposited by Supercom and Inksure in the Trust Account up to the date
of cancellation shall be returned to them.
5.4. In the event that the Plaintiff shall make use of the Right to Cancel,
a notice shall be filed with the Court in accordance with Appendix "A"
of this agreement and the hearing of the action shall continue whereby
all the parties reserve their rights and their claims prior to the
mediation process.
5.5. The Plaintiff is entitled to give notice at any time that it waives
the right to cancel and in such case all the monies that accumulated
in the Trust Account, including interest, shall be transferred to the
Plaintiff's attorney, and this agreement shall become final and
cancellation of it shall not be permitted.
For the avoidance of doubt, in the aforementioned event, the Plaintiff
shall continue to be entitled to full payment of Supercom's share of
the Exact Settlement Amount in the settlement agreement and shall be
permitted to rely on the ruling that shall validate this settlement
agreement.
5.6. It is hereby clarified that inasmuch as the Plaintiff shall not
deliver a notice of cancellation within 21 days from the date on which
Supercom was supposed to deposit the final payment pursuant to Section
4.2 above, the Plaintiff shall be considered as having waived the
Right to Cancel, and all that it entails, and the monies deposited in
the Trust Account shall be transferred to Plaintiff's attorney, Adv.
Yehiel Kasher.
WAIVER OF CLAIMS AND ACTIONS
6. The parties declare that this agreement, subject to fulfilling the terms
stated herein, brings to a conclusion all the claims of the parties against
each other, and shall be deemed a waiver by the Plaintiff of any claim that
it has had and/or shall have against the Respondents, in relation to the
existence and/or non-existence of an injunction granted by the District
Court on 15.3.06.
For the avoidance of doubt, the abovementioned applies also to the
shareholders of the parties and/or their representatives and/or their
officers and/or holders of other positions of the parties and/or their
employees.
It is clarified that this section shall apply and shall obligate the
parties even in the event that the Plaintiff shall waive the Right to
Cancel pursuant to the instructions of Section 5.5 above and/or Section 5.6
above.
NOTICE TO THE COURT
7.
7.1. Following their respective signatures on this agreement, the parties
shall present, jointly, an agreed notice and petition to the Court,
within the framework of which they shall notify that they have reached
a conditional settlement agreement, and all as aforementioned in a
notice attached as Appendix "B" to this agreement.
7.2. Immediately after Supercom shall meet its obligations pursuant to this
agreement and immediately after the Plaintiff shall waive its Right to
Cancel pursuant to the instructions of this agreement, a joint notice
by the parties shall be sent to the District Court in Tel Aviv, in the
attached form of Appendix "C" of this agreement, and within its
framework the parties shall ask the Court to validate the ruling for
the settlement agreement and to instruct the cessation of the legal
proceedings in this matter.
GENERAL INSTRUCTION
8. All the appendices mentioned in this agreement shall be signed by the
parties' attorneys and shall be held by the Plaintiff's attorney who shall
make use of them only pursuant to the instructions of this agreement.
AND IN WITNESS THEREOF THE PARTIES HEREBY PUT THEIR HANDS:
/s/ Adv. Yechiel Kasher /s/ Adv. David Moshevics
----------------------- ------------------------
Secu System Supercom
By its attorney, Adv. David Moshevics
Yossi Avraham and Co.
/s/ Adv. David Moshevics
------------------------
Inksure
By its attorney, Adv. David Moshevics
Yossi Avraham and Co.
