Unassociated Document


    EXHIBIT
10.3(a)

    
 

    Final
Execution Copy

    


    Management Services
Agreement

    


    This
Management Services Agreement (this "Agreement") is entered into as
of March 26, 2007, by and among (i) Soda Club Enterprises N.V., on behalf of the
several companies constituting the Soda-Club Group (the “Company”) and (ii) Fortissimo
Capital Fund GP, LP on behalf of the several parallel partnerships for which it
serves as the General Partner, as well as Fortissimo Capital Management Ltd.,
whose principal offices are located at 14 Hamelacha Street, Park Afek, Rosh
Haayin 48091, Israel (“Fortissimo”).

    


    
      	
              Whereas,

            	
              the
      Company, Fortissimo and certain other investors have entered into a Share
      Purchase Agreement dated March 26, 2007 (the “SPA”; all capitalized
      terms used and not otherwise defined herein shall have the meanings
      ascribed to them in the SPA); and

            


    

    


    
      	
              Whereas,

            	
              Fortissimo
      and its co-investors will purchase, subject to the closing of the
      transactions contemplated under the SPA (the “Closing”), a substantial
      shareholding position in the Company and they intend to actively
      participate in the management of the Company, including by way of election
      of members of the Company's Board of Directors (the “Board”);
    and

            


    

    


    
      	
              Whereas,

            	
              the
      Company desires to retain management services of Fortissimo, or more
      specifically, the management company of Fortissimo, pursuant to the terms
      and conditions set forth in this Agreement, and Fortissimo agrees to
      provide such services to the Company on such terms and
      conditions.

            


    

    


    Now,
Therefore, in consideration of the covenants and conditions hereinafter
set forth, the parties hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Scope
      of Services

            


    

     

    Management
Services

     

    
      	
               
      

            	
              1.1.

            	
              Fortissimo,
      through its employees, officers and directors, will conduct regular
      meetings and discussions with members of the Company's management, to
      assist and advise them on matters concerning the affairs and business of
      the Company and render such other management services and advice as may be
      agreed to from time to time by the Company and Fortissimo (the “Management
      Services”).

            


    

     

    
      	
               
      

            	
              1.2.

            	
              In
      rendering the Management Services hereunder, Fortissimo shall cooperate
      with the Company and utilize professional skill and diligence to provide
      the expertise required in connection with such services. Fortissimo shall
      dedicate as much time as will be reasonably necessary for the proper
      performance of the Management
Services.

            


    

     

    Board
Services

     

    
      	
               
      

            	
              1.3.

            	
              Fortissimo
      is entitled, under the terms of the SPA and subject to the Closing, to
      elect a majority of the Board, including as the chairman of the Board (the
      “Fortissimo
      Directors”).  The services rendered by the directors and
      the Chairman will be referred hereinafter as the “Board
      Services”.

            


    

     

    
      	
               
      

            	
              1.4.

            	
              For
      the avoidance of doubt, it is clarified that in serving as members of the
      Board, the Fortissimo Directors, including the Chairman, shall not be
      employees of the Company, nor shall the payment of the Management Fee
      (defined below) by the Company create employee-employer relations between
      the parties hereto or entitle the Fortissimo Directors to any social
      benefits.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.5.

            	
              In
      providing the Board Services, the Fortissimo Directors shall be subject to
      any and all fiduciary and other duties applicable under law upon members
      of the board of directors.

            


    

     

    
      	
               
      

            	
              2.

            	
              Compensation

            


    

     

    
      	
               
      

            	
              2.1.

            	
              In
      consideration of the performance of the Management Services and the Board
      Services hereunder, the Company shall pay to Fortissimo, or an affiliated
      entity designated by Fortissimo an annual management services fee equal to
      the greater of: (i) two hundred fifty thousand (250,000) Euro or (ii) 4%
      of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), for so long at
      it retains the right to appoint at least two board seats, either alone or
      together with the other holders of the A1 Shares purchased pursuant to the
      SPA.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              The
      Company will reimburse Fortissimo for reasonable documented out-of-pocket
      business expenses borne by Fortissimo or any of its employees, directors
      or officers in connection with the provision of the Management Services,
      in accordance with policies approved by the
  Board.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              All
      payments under this Agreement shall be made against the issuance of valid
      invoices by Fortissimo to the Company. Value Added Tax (“VAT”) pursuant to
      applicable law shall be added to all payments
  hereunder.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              Except
      for VAT, the Management Fee shall be inclusive of all taxes that may be
      incurred by the Company and/or Fortissimo Directors and/or Fortissimo in
      connection with the payment thereof, and any such taxes shall be borne by
      the Fortissimo Directors and/or Fortissimo. Furthermore, the Management
      Fee and Additional Fees are the full and final compensation for the
      provision of the Management Services and the Board Services and shall be
      in lieu of any and all payments that are due to the Fortissimo Directors
      in their capacity as members of the Board or any of its committees to
      which they are appointed, except for the right to receive options to
      purchase ordinary shares of the Company granted to the Company’s directors
      from time to time. Notwithstanding the above, Fortissimo Directors who are
      not employees, directors or officers of Fortissimo shall be entitled to
      such compensation, payments and options as are provided to the other
      Company Board members.

            


    

     

    
      	
               
      

            	
              3.

            	
              Term
      and Termination

            


    

     

    
      	
               
      

            	
              3.1.

            	
              This
      Agreement shall only come into effect at the Closing of the
      SPA.

            


    

     

    
      	
               
      

            	
              3.2.

            	
              This
      Agreement may be terminated by Board resolution that may be adopted at
      such time as the Board includes less than two (2) Fortissimo Directors,
      and subject to thirty (30) days prior written notice to Fortissimo. In the
      event of termination hereunder, Fortissimo shall be entitled to receive a
      pro-rated part of the Management
Fee.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.

            	
              Independent
      Contractor. Fortissimo
      is an independent contractor and is not an agent or employee of, and has
      no authority to bind the Company by contract or otherwise. Fortissimo will
      perform the Management Services under the general direction of the
      Company.

            


    

     

    
      	
               
      

            	
              5.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              5.1.

            	
              Entire
      Agreement. This Agreement and the SPA contain the entire agreement
      of the parties with relation to the subject matter hereof, and cancel and
      supersede all prior and contemporaneous negotiations, correspondence,
      understandings and agreements (oral or written) of the parties relating to
      such subject matter.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              Amendment. This
      Agreement may not be modified or amended except by mutual written
      agreement of the parties.

            


    

     

    
      	
               
      

            	
              5.3.

            	
              No Waiver. No
      failure, delay of forbearance of either party in exercising any power or
      right hereunder shall in any way restrict or diminish such party's rights
      and powers under this Agreement, or operate as a waiver of any breach or
      nonperformance by either party of any terms of conditions
      hereof.

            


    

     

    
      	
               
      

            	
              5.4.

            	
              Assignment.
      Except as provided herein, this Agreement shall not be assigned by a party
      hereof to a third party without the other party's prior written consent
      and any attempt to effect an assignment of this Agreement or any portion
      thereof without obtaining such consent shall be null and
    void.

            


    

     

    
      	
               
      

            	
              5.5.

            	
              Severability.
      In case any one or more of the provisions contained in this Agreement
      shall for any reason be held to be invalid, illegal or unenforceable in
      any respect, such invalidity, illegality or unenforceability shall not
      affect any other provision hereof and this Agreement shall be construed as
      if such invalid, illegal or unenforceable provision had never been
      contained herein

            


    

     

    
      	
               
      

            	
              5.6.

            	
              Notices. Any
      notice under this Agreement shall be in writing and shall be deemed to
      have been duly given for all purposes (a) seven (7) days after it is
      mailed by registered mail; (b) upon the transmittal thereof by facsimile;
      or (c) upon the manual delivery thereof, to the respective party’s address
      set forth in the preamble or to such other address with respect to a party
      as such party shall notify the other party in accordance with the
      above.

            


    

     

    
      	
               
      

            	
              5.7.

            	
              Counterparts.
      This Agreement may be executed in multiple counterparts, including,
      without limitation, by facsimile signature, which taken together shall
      constitute a single document.

            


    

     

    
      	
               
      

            	
              5.8.

            	
              Governing Law and
      Jurisdiction. This Agreement and the transactions contemplated
      hereunder shall be governed by and construed in accordance with the laws
      of the State of Israel, without giving effect to rules respecting conflict
      of law that would cause the laws of any jurisdiction other than the State
      of Israel to be applied. The competent courts of Tel Aviv-Jaffa shall have
      sole and exclusive jurisdiction to hear and resolve any disputes among the
      parties related to this Agreement.

            


    

    


    [Signature
Page to Follow]


    
      
         


      

      
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    Signature
Page Of Management Agreement

    


    In
Witness Whereof, the parties have signed this Management Services
Agreement as of the date first set forth above.

    


    
      
        	
                Soda
      Club Enterprises N.V.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Gad Shoshany

              	 
      
	 
      	
                Name:
      Gad Shoshany

              	 
      
	 
      	
                Title:
      In-House Counsel

              	 
      
	 
      	 
      	 
      
	
                Fortissimo
      Capital Fund GP LP.

              
	
                By:
      Fortissimo Capital (GP) Management Ltd., its general
    partner

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Yuval Cohen

              	 
      
	 
      	
                Name:
      Yuval Cohen

              	 
      
	 
      	
                Title:
      Director

              	 
      


      

    


    
      
         


      

      
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