ARTICLE I DEFINITIONSSecurities Purchase Agreement • June 14th, 2004 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2011 • Top Image Systems LTD • Computer peripheral equipment, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2011, between Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT -------Securities Agreement • June 14th, 2004 • Top Image Systems LTD • Computer peripheral equipment, nec
ORDINARY SHARES PURCHASE WARRANT TOP IMAGE SYSTEMS LTD.Security Agreement • June 14th, 2011 • Top Image Systems LTD • Computer peripheral equipment, nec
THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of date hereof (the “Initial Exercise Date”) and on or prior to, the close of business on the 5 year anniversary of the Issue Date set forth above (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractConvertible Note • February 13th, 2019 • Top Image Systems LTD • Computer peripheral equipment, nec
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TOP IMAGE SYSTEMS LTD., KOFAX HOLDINGS INTERNATIONAL LTD.. TORNELY LTD. AND KOFAX, INC.Merger Agreement • February 4th, 2019 • Top Image Systems LTD • Computer peripheral equipment, nec
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this "Agreement"), dated as of February 3, 2019, is by and among Kofax, Inc., a company organized under the Laws of the State of Delaware ("Ultimate Parent"), Kofax Holdings International Ltd., a private limited company incorporated under the Laws of England and Wales ("Parent"), Tornely Ltd., a company organized under the Laws of the State of Israel and a wholly-owned direct subsidiary of Parent ("Merger Sub"), and Top Image Systems Ltd., a company organized under the Laws of the State of Israel (the "Company"). Ultimate Parent is made a party to this Agreement solely for purposes of Section 8.9 hereof. Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
NOTE PURCHASE AGREEMENT by and among TOP IMAGE SYSTEMS LTD., as Borrower, various Guarantors from time to time party hereto, various Purchasers from time to time party hereto, and HCP-FVE, LLC, as Collateral Agent Dated as of January 18, 2019Note Purchase Agreement • February 13th, 2019 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
THIS NOTE PURCHASE AGREEMENT, dated as of January 18, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among TOP IMAGE SYSTEMS LTD., a company limited by shares incorporated under the laws of the State of Israel (the “Borrower”), the Guarantors from time to time party hereto, the Purchasers from time to time party hereto, and HCP-FVE, LLC, a Delaware limited liability company (“Hale Capital”), as collateral agent for itself and the Purchasers party hereto (in such capacity and together with its successors and assigns, the “Collateral Agent”).
ContractSecurities Purchase Agreement • May 16th, 2018 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
2,750,000 Shares1 Top Image Systems Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2014 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
Top Image Systems Ltd., an Israel company (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule I (the “Underwriters”) an aggregate of 2,750,000 ordinary shares, nominal value NIS 0.04 per share, of the Company (generally, “Ordinary Shares” and such number of Ordinary Shares, the “Firm Shares”). In addition, solely for the purpose of covering over-allotments, the Company also proposes to grant to the Underwriters the option to purchase from the Company up to an additional 412,500 Ordinary Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” Canaccord Genuity Inc. is the representative for the Underwriters (the “Representative”).
BUSINESS TRANSFER AGREEMENTBusiness Transfer Agreement • March 31st, 2005 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
THIS BUSINESS TRANSFER AGREEMENT (this “Agreement”), made and entered into as of August [dd], 2004, by and between Toyo Ink Mfg. Co., Ltd. (“Toyo”), a company incorporated under the laws of Japan and having its principal office at 3-13, Kyobashi 2-chome, Chuo-ku, Tokyo, 104-8377 Japan, and Top Image Systems, Ltd. (“TIS”), a company incorporated under the laws of Israel and having its principal office at 2 Habarzel St. Ramat-Hahayal, Tel-Aviv, 69710 Israel.
AGREEMENT RELATING TO THE SALE AND PURCHASE OF 0.82% OF THE REGISTERED CAPITAL OF SHANGHAI ASIASOFT LTD.Sale and Purchase Agreement • April 8th, 2008 • Top Image Systems LTD • Computer peripheral equipment, nec
Form of Director and Officer Indemnification Agreement]Indemnification Agreement • May 10th, 2007 • Top Image Systems LTD • Computer peripheral equipment, nec
SUBJECT: INDEMNIFICATION Top Image Systems Ltd. (the “Company”) has decided that it is in its best interests to retain and attract as directors and officers the most capable persons available, and such persons are becoming more reluctant to serve companies unless they are provided with adequate protection through insurance and indemnification in connection with such service.
AMENDMENT NO. 1 TO THE NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 13th, 2019 • Top Image Systems LTD • Computer peripheral equipment, nec
This Amendment No. 1 to the Note Purchase Agreement (this “Amendment”), dated as of February 3, 2019 (the “Effective Date”), is entered into by and among Top Image Systems Ltd., a company limited by shares incorporated under the laws of the State of Israel (“Borrower”), the subsidiaries of the Borrower, as guarantors, set forth on the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”), the purchasers from time to time party to the Note Purchase Agreement (the “Purchasers”) and HCP-FVE, LLC, a Delaware limited liability company, as collateral agent for itself and the Purchasers (in such capacity and together with its successors and assigns, the “Collateral Agent”).
TOP IMAGE SYSTEMS UK LIMITED (1) and TOP IMAGE SYSTEMS LIMITED (2) and THE SHAREHOLDERS OF CAPTURE PROJECTS LIMITED AGREEMENT (3) Ref: SM05/RH02 Burges Salmon LLPSale and Purchase Agreement • April 8th, 2008 • Top Image Systems LTD • Computer peripheral equipment, nec • England
AGREEMENT RELATING TO THE SALE AND PURCHASE OF 4,900 ORDINARY SHARES IN THE CAPITAL OF ASIASOFT SOLUTIONS (HK) LIMITEDShare Purchase Agreement • April 8th, 2008 • Top Image Systems LTD • Computer peripheral equipment, nec
UNAUDITED PRO FORMA CONDENSE COMBINED FINANACIAL INFORMATION AS OF DECEMBER 31, 2013 AND THE YEAR ENDED DECEMBER 31, 2013Agreement and Plan of Merger • September 30th, 2014 • Top Image Systems LTD • Computer peripheral equipment, nec
On July 7, 2014, Top Image Systems Ltd (“TIS” or the “Company“) entered into an Agreement and Plan of Merger (“Agreement and Plan of Merger”) with eGistics, Inc., a Delaware corporation (“eGistics”). eGistics is a leading provider of private cloud-based document management solutions that enable organizations in the financial industry to optimize the way they store, manage and distribute content, documents and business information. On July 16, 2014 (the “Closing date”), the Company closed on the transaction and EGI Acquisition Corp, a Delaware corporation which is the Company’s indirect wholly owned subsidiary, merged into eGistics (the “Acquisition”).
Consulting AgreementConsulting Agreement • March 21st, 2013 • Top Image Systems LTD • Computer peripheral equipment, nec
This Consulting Agreement is effective as of the 10 day of October, 2012 (“Effective Date”) by and between Top Image Systems Ltd., a Company duly registered in the State of Israel of Ben Gurion St. 2, Ramat Gan (the “Company”) and Mr. Izhak Nakar, ID. No. 050331339 of Romanili 4 Tel Aviv (“Mr. Nakar”).
STOCK PURCHASE AGREEMENT Between Asiasoft Global Pte. Ltd., Toh Kian Hong, PC Holdings Pte Ltd And Top Image Systems Ltd. (“TIS”) or any of its subsidiaries at TIS’s sole discretionStock Purchase Agreement • April 8th, 2008 • Top Image Systems LTD • Computer peripheral equipment, nec
THIS AGREEMENT is made as of June 12, 2007 by and among Mr. Alex Toh Kian Hong (Passport Number 7607980C of 30B Lorong H Telok Kurau Singapore 426019, Singapore (“Alex”) and PC Holdings Pte Ltd (Company Registration Number: 199903326Z) of 7 Temasek Boulevard # 27-01 Suntec City Tower 1, Singapore 038987 (“PC Holdings” or the “Seller”)(each of Alex and Seller shall be referred to herein as a “Shareholder” and jointly as “Shareholders”), Asiasoft Global Pte. Ltd. (Company Registration Number: 200424416M) (the “Company”) of 7 Temasek Boulevard # 27-01 Suntec City Tower 1, Singapore 038987, on the one part and Top Image Systems Ltd., a corporation organized under the laws of Israel with principal offices at 2 HaBarzel Street, Ramat HaChayal, Tel Aviv, Israel (“TIS”) or any subsidiary of TIS, at TIS’s sole discretion (“Buyer”) on the other part.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2011 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2011, between Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CALL OPTION AGREEMENT AMENDMENTCall Option Agreement • April 27th, 2009 • Top Image Systems LTD • Computer peripheral equipment, nec
THIS CALL OPTION AMENDEMENT AGREEMENT (“Amendment”) is made as of January 4, 2009 by and among Mr. Toh Kian Hong (NRIC Number: 7607980C) of 30B Lorong H Telok Kurau Singapore 426019 (“Alex”) on the one side and Top Image Systems Ltd., a corporation organized under the laws of Israel with principal offices at 2 HaBarzel Street, Ramat HaChayal, Tel Aviv, Israel (“TIS”) or any subsidiary of TIS, at TIS’s sole discretion (“Buyer”).
