EXHIBIT 1 SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the "AGREEMENT") is made as of this 3rd day of September, 2009, by and between (i) Ronex Holdings, Limited Partnership ("RONEX"), an Israeli limited partnership wholly owned by certain...Shareholder Agreement • September 15th, 2009 • Retalix LTD • Services-prepackaged software
AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with...Agreement • April 7th, 2005 • Retalix LTD • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D (or any amendment thereof) need be filed on their behalf with respect to the beneficial ownership of any equity securities of TCI Solutions, Inc., a Delaware corporation ("TCI"), or any subsequent acquisitions or dispositions of equity securities of TCI by the undersigned.
RETALIX LTD.Underwriting Agreement • April 29th, 2004 • Retalix LTD • Services-prepackaged software • New York
WITNESSETH:Share Purchase and Sale Agreement • September 15th, 2009 • Retalix LTD • Services-prepackaged software
EXHIBIT 4 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on...Joint Filing Agreement • September 15th, 2009 • Retalix LTD • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
APPENDIX D Registration Rights AgreementRegistration Rights Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _ day of _______, 2009, by and among RETALIX LTD., a company incorporated under the laws of the State of Israel of 10 Zarhin Street, P.O.B 2282, Ra’anana 43000, Israel (the “Company”), and the investors listed on Schedule 1 attached hereto (the “Holders”).
AGREEMENT AND PLAN OF MERGER among NCR Corporation Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd. Dated as of November 28, 2012Merger Agreement • December 10th, 2012 • Retalix LTD • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 28, 2012 (this “Agreement”), among NCR Corporation, a Maryland corporation (“Parent”), Moon S.P.V. (Subsidiary) Ltd, a private company formed under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Retalix Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company is referred to individually as a “party” and collectively as the “parties.” Capitalized terms used in this Agreement are defined in Section 1.
APPENDIX B SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on this 3rd day of September, 2009 by and among RETALIX LTD., a company incorporated under the laws of the State of Israel, of 10 Zarhin Street, Ra’anana 43000, Israel (the “Company”), the investors set forth on the signature page hereto (the “Investors”) and Eli Gelman and Avinoam Naor, acting together as the Investors’ representatives (the “Investors’ Representatives”). Capitalized terms used but not otherwise defined shall have the meaning ascribed in Section 1.1 hereof.
APPENDIX C MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 10th, 2012 • Retalix LTD • Services-prepackaged software
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 28, 2012, by and among NCR CORPORATION, a company formed under the laws of the State of Maryland, U.S.A (“Parent”), MOON S.P.V. (SUBSIDIARY) LTD., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder(s) (each, a “Shareholder” and together (if there is more than one undersigned Shareholder), the “Shareholders”) of RETALIX LTD., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and each Shareholder is referred to as a “party” and collectively as the “parties.” Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Merger Agreement (defined below).
EXHIBIT 4 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on...Joint Filing Agreement • November 24th, 2009 • Retalix LTD • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
APPENDIX E SEPARATION AGREEMENTSeparation Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into on this 3rd day of September, 2009, by and between Retalix Ltd. (the “Company”) and B.G.A.G.S. Shaked Ltd. (together with Mr. Barry Shaked, the individual serving on behalf thereof, the “CEO”).
APPENDIX F INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2009 • Retalix LTD • Services-prepackaged software
It is in the best interest of Retalix Ltd. (the “Company”) to retain and attract as directors, officers and/or employees the most capable persons available, and such persons are becoming increasingly reluctant to serve high growth companies or publicly-held companies unless they are provided with adequate protection in connection with such service.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2005 • Retalix LTD • Services-prepackaged software • Delaware
This Registration Rights Agreement dated as of April 1, 2005 (the “Agreement”) is by and among Retalix Ltd., an Israeli corporation (“Retalix”), and the persons listed in Schedule A hereto (the “Holders”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 23rd, 2009 • Retalix LTD • Services-prepackaged software
The undersigned parties hereby agree that this Amendment No. 1 filed herewith (and any subsequent amendments that may be required from time to time) to the Schedule 13D filed by the undersigned on September 10, 2009 relating to the ordinary shares, par value NIS 1.0 per share, of Retalix Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person.
SHARE PURCHASE AND SALE AGREEMENTShare Purchase and Sale Agreement • September 10th, 2009 • Retalix LTD • Services-prepackaged software
THIS SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into on this 3rd day of September, 2009 by and among MR. BARRY SHAKED (“Seller”); RONEX HOLDINGS L.P., a limited liability partnership incorporated under the laws of the State of Israel, (“Ronex”); and the purchasers listed on the signature pages attached hereto (collectively, “Alpha”, and together with Ronex, the “Purchasers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2005 • Retalix LTD • Services-prepackaged software • Delaware
AGREEMENT dated as of April 1, 2005 between Integrated Distribution Solutions, L.L.C., a Nebraska limited liability company (“Seller”), Retalix Ltd., an Israeli corporation (“Parent”), Retalix SCM, Inc., a Delaware corporation (“Buyer”), and the persons listed on Schedule A (each a “Covenantor” and collectively, the “Covenantors”)
ESCROW AGREEMENTEscrow Agreement • June 2nd, 2005 • Retalix LTD • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of April 1, 2005 (the “Effective Time”) by and among RETALIX LTD., an Israeli corporation (“Parent”); RETALIX HOLDINGS, INC., a Delaware corporation, and a wholly-owned subsidiary of Parent (“Buyer”); the persons listed on Exhibit 1.1 hereto (each a “Seller” and collectively, the “Sellers”); and U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as escrow agent of the Escrow Fund (as defined below) (in such capacity, the “Escrow Agent”). Parent, Buyer and Sellers’ Committee are each referred to herein as an “Interested Party” and are collectively referred to herein as the “Interested Parties.”
SHAREHOLDERS AGREEMENTShareholders Agreement • September 10th, 2009 • Retalix LTD • Services-prepackaged software
THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of this 3rd day of September, 2009, by and between (i) Ronex Holdings, Limited Partnership (“Ronex”), an Israeli limited partnership wholly owned by certain limited partnerships managed by FIMI IV 2007 Ltd. and FIMI Opportunity 2005 Ltd., and (ii) the persons set forth on the signature page hereto (together, “Alpha”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2012 • Retalix LTD • Services-prepackaged software
The undersigned parties hereby agree that this Amendment No. 2 filed herewith (and any subsequent amendments that may be required from time to time) to the Schedule 13D filed by the undersigned on September 10, 2009 relating to the ordinary shares, par value NIS 1.00 per share, of Retalix Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person.
JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2012 • Retalix LTD • Services-prepackaged software
The undersigned parties hereby agree that this Amendment No. 8 filed herewith (and any subsequent amendments that may be required from time to time) to the Schedule 13D filed by the undersigned on February 11, 2008 relating to the ordinary shares, par value NIS 1.00 per share, of Retalix Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person.
WARRANT TO PURCHASE ORDINARY SHARES OF RETALIX LTD.Securities Agreement • June 15th, 2010 • Retalix LTD • Services-prepackaged software
THIS WARRANT (this “Warrant”) certifies that, for value received [investor] (together with its successors, transferees and assigns, the “Holder”) is entitled to purchase, subject to the provisions of this Warrant (this “Warrant”), from Retalix Ltd., an Israeli company (“Company”), during the term of this Warrant, at a purchase price per share equal to $[ ] (as adjusted from time to time pursuant to the terms of this Warrant), up to [ ] Ordinary Shares, par value NIS 1.00 per share, of the Company (as adjusted from time to time pursuant to the terms of this Warrant, the “Company Shares”). The shares purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time pursuant to the terms of this Warrant, shall be referred to herein as the “Warrant Shares” and the “Exercise Price”, respectively.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2005 • Retalix LTD • Services-prepackaged software • Delaware
This Registration Rights Agreement dated as of April 1, 2005 (the “Agreement”) is by and among Retalix Ltd., an Israeli corporation (“Retalix”), and Integrated Distribution Solutions, L.L.C., a Nebraska limited liability company (“IDS”), and the persons listed in Schedule A of this Agreement (the “Distributees”).
ESCROW AGREEMENTEscrow Agreement • November 8th, 2005 • Retalix LTD • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of April 1, 2005 (the “Effective Time”) by and among RETALIX LTD., an Israeli corporation (“Parent”); RETALIX SCM, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Buyer”); INTEGRATED DISTRIBUTION SOLUTIONS, L.L.C., a Nebraska limited liability company (“Seller”); and U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as escrow agent of the Escrow Fund (as defined below) (in such capacity, the “Escrow Agent”). Parent, Buyer and Seller are each referred to herein as an “Interested Party” and are collectively referred to herein as the “Interested Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • September 10th, 2009 • Retalix LTD • Services-prepackaged software
The undersigned parties hereby agree that this Schedule 13D filed herewith relating to the ordinary shares, par value NIS 1.0 per share, of Retalix Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person.
