Xxxxx Chief Executive Officer Xxxxxxx X. Xxxxxxxxxxx Chairman of the Board of Directors and Chief Scientist Xxxxxx Xxxxxxxxx Vice President, Engineering Xxxxx Xxxxxxxx Senior Research Scientist Xxxxxxx X. Xxxxxxxxxxx, Chief Technology Officer, Agent Technology for the Company and Chairman of the Board and Chief Scientist of AgentSoft Ltd. has been working for the Company and its subsidiary on a full-time basis during an approved leave of absence from his duties as a Senior Lecturer in Computer Science at the Hebrew University. This leave of absence comes to an end in October 1997, and Xx. Xxxxxxxxxxx has indicated his intentions to return to his position at the university. However, he will continue to be employed by both the Company and its subsidiary as a consultant in a manner similar to his employment by the Company prior to the commencement of his academic leave of absence. EXHIBIT A TO SECURITIES PURCHASE AGREEMENT THIS 6% CONVERTIBLE DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. 6% CONVERTIBLE DEBENTURE August 5, 1997 $2,000,000 FOR VALUE RECEIVED, ACCENT SOFTWARE INTERNATIONAL LTD., an Israeli corporation (hereinafter called the "BORROWER," the "CORPORATION" or the "COMPANY") hereby promises to pay to the order of CC INVESTMENTS LTD or registered assigns (the "HOLDER") the sum of Two Million Dollars ($2,000,000) on August 5, 1999 (the "SCHEDULED MATURITY DATE"), and to pay interest on the unpaid principal balance hereof at the rate of six percent (6%) per annum from the date hereof (the "ISSUE DATE") until the same becomes due and payable (which interest shall accrue on a daily basis), whether at maturity or upon acceleration or otherwise. Any amount of principal of or interest on this Debenture which is not paid when due shall bear interest at the rate of fifteen percent (15%) per annum from the due date thereof until the same is paid. Interest shall commence accruing on the Issue Date and, to the extent not converted in accordance with the provisions of Article IV below, shall be payable on the Schedule Maturity Date. All payments of inte...
