WITNESSETHOption Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services
EXHIBIT 2.04 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 30, 2004, among BluePhoenix Solutions Ltd., an Israeli company (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • June 1st, 2004 • Bluephoenix Solutions LTD • Services-computer programming services • New York
ARTICLE I DEFINITIONSSecurities Purchase Agreement • June 1st, 2004 • Bluephoenix Solutions LTD • Services-computer programming services • New York
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 30, 2004, among BluePhoenix Solutions Ltd., an Israeli company (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • June 1st, 2004 • Bluephoenix Solutions LTD • Services-computer programming services • New York
EXHIBIT 2.03 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services • New York
EXHIBIT 2.04 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of March 23, 2006, among BluePhoenix Solutions Ltd., an Israeli company (the "COMPANY"), and the purchasers signatory hereto...Registration Rights Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2008 • Bluephoenix Solutions LTD • Services-computer programming services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 21, 2007, by and among BluePhoenix Solutions Ltd., an Israeli company (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
BLUEPHOENIX SOLUTIONS LTD. 8 MASKIT STREET HERZLIA 46120 ISRAELSecurities Purchase Agreement • February 18th, 2005 • Bluephoenix Solutions LTD • Services-computer programming services • New York
SHARE PURCHASE AGREEMENT #2Share Purchase Agreement • February 21st, 2017 • Modsys International LTD • Services-computer programming services • New York
This SHARE PURCHASE AGREEMENT dated as of February 14, 2017 (this “Agreement”) by and between Modsys International Ltd., an Israeli company (the “Company”), and Columbia Pacific Opportunity Fund, LP (the “Purchaser”).
BluePhoenix Solutions, Ltd. Amended and Restated Merger AgreementMerger Agreement • October 15th, 2014 • Bluephoenix Solutions LTD • Services-computer programming services • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 14, 2014, by and among: BluePhoenix Solutions Ltd., an Israeli company (the “Foreign Parent”), Modern Systems Corporation (f/k/a BluePhoenix Solutions USA, Inc.), a Delaware corporation and an indirect, wholly-owned subsidiary of Foreign Parent (“Parent”); BP-AT Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); Sophisticated Business Systems, Inc., a Texas corporation doing business as “Ateras” (the “Company”); the stockholders of the Company listed on the signature page hereof; and Scott Miller (“Stockholder Representative”). Foreign Parent, Parent, Merger Sub, Company and Stockholder Representative are each a “Party” and collectively the “Parties” to this Agreement. Capitalized terms used in this Agreement are defined in Exhibit A.
ContractWarrant Agreement • March 30th, 2016 • Modsys International LTD • Services-computer programming services • New York
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • August 15th, 2016 • Modsys International LTD • Services-computer programming services
This Sixth Amendment to Loan and Security Agreement and Waiver (this “Amendment”) is entered into as of August 4, 2016, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation (“Modern”) and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BP-AT Acquisition Corporation, a Delaware corporation (“MS”, and collectively with Modern, “Borrowers”, and each individually, a “Borrower”), and COMERICA BANK (“Bank”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2016 • Modsys International LTD • Services-computer programming services
This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 4, 2016, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation (“Modern”) and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BP-AT Acquisition Corporation, a Delaware corporation (“MS”, and collectively with Modern, “Borrowers”, and each individually, a “Borrower”), and COMERICA BANK (“Bank”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2013 • Bluephoenix Solutions LTD • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT dated as of November 7, 2013 (this “Agreement”) by and among BluePhoenix Solutions Ltd., an Israeli company (the “Company”), and each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the referred to herein as the “Purchaser”).
SECURITIES PURCHASE AGREEMENT Dated as of November 19, 2007 by and among BLUEPHOENIX SOLUTIONS LTD. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • January 7th, 2008 • Bluephoenix Solutions LTD • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT dated as of November 19, 2007 (this “Agreement”) by and among BluePhoenix Solutions Ltd., an Israeli company (the “Company”), and each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
Amendment to Purchase AgreementPurchase Agreement • March 28th, 2008 • Bluephoenix Solutions LTD • Services-computer programming services
This Amendment (the “Amendment”) dated as of December 30, 2007 is among BluePhoenix Solutions Ltd. (“BluePhoenix” or the “Purchaser”), Codestream Software Ltd. (“Codestream”) and those individuals or entities listed on Exhibit A hereto (collectively the “Grantees” and each a “Grantee”).
ContractStock Purchase Agreement • June 23rd, 2003 • Crystal Systems Solutions LTD • Services-computer programming services • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of June, 2003 by and among Crystal America, Inc., a company organized under the laws of the State of Delaware (the “Purchaser”), IntraComp Group Incorporated, a corporation organized under the laws of the State of Indiana (the “Company”) and the individuals listed on Schedule A attached hereto (the “Stockholders”) who own, collectively, forty-seven percent (47%) of the issued and outstanding shares of common stock of the Company.
Principles of CooperationPrinciples of Cooperation • March 30th, 2007 • Bluephoenix Solutions LTD • Services-computer programming services
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • March 22nd, 2016 • Modsys International LTD • Services-computer programming services
This Fifth Amendment to Loan and Security Agreement and Waiver (this “Amendment”) is entered into as of March 9, 2016, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation (“Modern”) and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BP-AT Acquisition Corporation, a Delaware corporation (“MS”, and collectively with Modern, “Borrowers”, and each individually, a “Borrower”), and COMERICA BANK (“Bank”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, MODIFICATION TO LOAN DOCUMENTS AND CONSENTLoan and Security Agreement • May 14th, 2015 • Modsys International LTD • Services-computer programming services
This Third Amendment to Loan and Security Agreement, Modification to Loan Documents, and Consent (this "Amendment") is entered into as of May 1, 2015, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation ("Modern") and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BT-AT Acquisition Corporation, a Delaware corporation ("MS", and collectively with Modern, "Borrowers", and each individually, a "Borrower"), and Comerica Bank ("Bank").
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 21st, 2017 • Modsys International LTD • Services-computer programming services
This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February _15__, 2017, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation (“Modern”) and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BP-AT Acquisition Corporation, a Delaware corporation (“MS”, and collectively with Modern, “Borrowers”, and each individually, a “Borrower”), and COMERICA BANK (“Bank”).
AMENDMENT NO. 1 TO BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 26th, 2012 • Bluephoenix Solutions LTD • Services-computer programming services
This Amendment No. 1 (the "Bridge Amendment") to the Loan Agreement (as defined below), is entered into as of September __, 2012 by and among BluePhoenix Solutions Ltd. (the "Company"), a company incorporated under the laws of the State of Israel, and each of Lake Union Capital Management, LLC, Prescott Group Capital Management, LLC and Columbia Pacific Opportunity Fund, LP (individually, a "Lender", and collectively, the "Lenders").
TRANSITION agreement and releaseTransition Agreement and Release • January 22nd, 2016 • Modsys International LTD • Services-computer programming services • Washington
This Transition Agreement and Release (this “Agreement”) is made as of January 15th, 2016 by and between Rick Rinaldo, an individual (“Employee”) and Modern Systems Corporation, a Delaware corporation (formerly known as BluePhoenix Solutions USA, Inc.), a wholly-owned subsidiary of ModSys International Ltd. (the “Company” and together with Employee collectively referred to as the “Parties” or individually referred to as a “Party”).
AWARD AGREEMENTAward Agreement • January 6th, 2011 • Bluephoenix Solutions LTD • Services-computer programming services
This Award Agreement (the “Agreement”) made as of the 2nd day of January, 2011 (the “Grant Date”), by and between BluePhoenix Solutions Ltd., an Israeli corporation (the “Company”) and Prescott Group Capital Management, LLC of 1924 South UTICA SUITE 1120, Tulsa, Oklahoma 74104, US (the “Grantee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2009 • Bluephoenix Solutions LTD • Services-computer programming services
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
AMENDMENT NO. 1 TO PURCHASE AND AMENDMENT TO LOAN AGREEMENTPurchase and Loan Agreement • December 26th, 2012 • Bluephoenix Solutions LTD • Services-computer programming services
This Amendment No. 1 (the "Amendment") to Purchase and Amendment (this "Agreement") to the Loan Agreement (as defined below), is entered into as of April 15, 2012 by and among BluePhoenix Solutions Ltd. (the "Company"), a company incorporated under the laws of the State of Israel and each of Lake Union Capital Management, LLC, Prescott Group Capital Management, LLC and Columbia Pacific Opportunity Fund, LP (individually, a "Lender", and collectively the "Lenders " and together with the Company, the "Parties").
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 17th, 2012 • Bluephoenix Solutions LTD • Services-computer programming services
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made and entered into as of this 19 day of March, 2012 (the "Signing Date") by and among the lenders listed on Exhibit A hereto (the "Lenders"), the entities listed on Exhibit B hereto (the "New Lenders") and BluePhoenix Solutions Ltd., a company incorporated under the laws of the State of Israel (the "Company"). The Company, the Lenders and the New Lenders are referred to, collectively herein as the "Parties" and separately as a "Party".
LOAN AGREEMENT Dated as of April 18, 2011 by and among BLUEPHOENIX SOLUTIONS LTD. and THE LENDERS LISTED ON EXHIBIT A AND EXHIBIT BLoan Agreement • April 17th, 2012 • Bluephoenix Solutions LTD • Services-computer programming services
This LOAN AGREEMENT (this “Agreement”), dated as of April 18, 2011 by and among BluePhoenix Solutions Ltd., a company incorporated under the laws of the State of Israel (the "Company"), the lenders listed on Exhibit A hereto (the "Initial Lender") and the additional lenders listed on Exhibit B hereto (the “Additional Lenders” and collectively with the Initial Lenders, the “Lenders”).
Exhibit Index Exhibit No.Cooperation Agreement • June 23rd, 2003 • Crystal Systems Solutions LTD • Services-computer programming services
* Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-6208). ** Incorporated by reference to the Registrant annual report on Form 20-F filed with the Securities and Exchange Commission on June 29, 2001. *** Incorporated by reference to the Registrant annual report on Form 20-F filed with the Securities and Exchange Commission on June 28, 2002. **** Incorporated by reference to the Registrant annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2000.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2015 • Modsys International LTD • Services-computer programming services • New York
This SECURITIES PURCHASE AGREEMENT dated as of November 25, 2015 (this “Agreement”) by and among Modsys International Ltd., an Israeli company (the “Company”), and each of the purchasers whose names are set forth on Exhibit A attached hereto (each a “Purchaser” and collectively, the referred to herein as the “Purchaser”).
LOAN AGREEMENTLoan Agreement • April 17th, 2012 • Bluephoenix Solutions LTD • Services-computer programming services
THIS LOAN AGREEMENT (this "Agreement") is made as of the 19 day of March, 2012, by and between BluePhoenix Solutions Ltd. (the "Company"), a company incorporated under the laws of Israel and each of Lake Union Capital Management, LLC, Prescott Group Capital Management, LLC and Columbia Pacific Opportunity Fund, LP (individually, a "Lender", and collectively the "Lenders" and together with the Company, the "Parties").
OMNIBUS MODIFICATION TO LOAN DOCUMENTS AND CONSENTLoan Modification Agreement • May 14th, 2015 • Modsys International LTD • Services-computer programming services
This Omnibus Modification to Loan Documents and Consent (this "Modification") is entered into as of January 8, 2015, by and among MODERN SYSTEMS CORPORATION, a Delaware corporation, formerly known as BluePhoenix Solutions USA, Inc., a Delaware corporation ("Modern") and MS MODERNIZATION SERVICES, INC., a Texas corporation, formerly known as Sophisticated Business Systems, Inc., successor by merger to BP-AT Acquisition LLC, a Delaware limited liability company f/k/a BP-AT Acquisition Corporation, a Delaware corporation ("MS", and collectively with Modern, "Borrowers", and each individually, a "Borrower"), and COMERICA BANK ("Bank").
JOINT FILING AGREEMENTJoint Filing Agreement • June 2nd, 2010 • Bluephoenix Solutions LTD • Services-computer programming services
In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated December 16, 2009 (including amendments thereto) with respect to the Ordinary Shares, par value NIS 0.01 per share, of BluePhoenix Solutions Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
PREEMPTIVE RIGHTS AGREEMENTPreemptive Rights Agreement • December 1st, 2014 • Bluephoenix Solutions LTD • Services-computer programming services
This Preemptive Rights Agreement (the “Agreement”) is entered into as of December 1, 2014 by and among (a) BluePhoenix Solutions Ltd., an Israeli corporation (the “Acquiror”), and (b) Mindus Holdings, LTD (the “Shareholder”).
