AGREEMENT AND PLAN OF MERGERMerger Agreement • May 13th, 2005 • Cicero, Inc. • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of December 30, 2004, is entered into between Level 8 Systems, Inc., a public company incorporated in the State of Delaware (the "Company") and Cicero, Inc., a Delaware corporation ("Cicero").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2005 • Cicero, Inc. • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of __________, 2004, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the “Company”), and the various purchasers listed on Schedule I hereto (each referred to herein as a “Purchaser” and, collectively, the “Purchasers”).
LEVEL 8 SYSTEMS, INC. Corporate HeadquartersTerm Sheet • May 13th, 2005 • Cicero, Inc. • New York
This Term Sheet is an expression of intention only and, except as expressly set forth below, is not to be construed as a binding agreement.
PROMISSORY NOTEPromissory Note • May 13th, 2005 • Cicero, Inc.
This Note is subject to all applicable terms of that certain Intellectual Property Security Agreement, dated as of August 10, 2004, between Obligor and Holder (the “Security Agreement”), and is and shall remain secured thereby. Terms used but not defined herein which are defined in the Security Agreement shall have the respective meanings assigned thereto in the Security Agreement.
AGREEMENT Dated September 29, 2004Guaranty Agreement • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • New York
Pursuant to a guaranty agreement between Liraz and Bank Hapoalim B.M. (the "Bank"), Liraz has guaranteed certain obligations of the Company under the Company's promissory note (the "Note") dated September 28, 2001, in favor of the Bank, which is due and payable on or about November 15, 2004 (the "Guaranty"). The outstanding principal amount of the Note is $1,971,000.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 2005 • Cicero, Inc. • Services-computer integrated systems design • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of September 13, 2005, is entered into between Level 8 Systems, Inc., a public company incorporated in the State of Delaware (the "Company") and Cicero, Inc., a Delaware corporation ("Cicero").
EXTENDED NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2005 • Cicero, Inc. • Delaware
THIS EXTENDED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of __________, 2005, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation (the “Company”), and the various purchasers listed on Schedule I hereto (each referred to herein as a “Purchaser” and, collectively, the “Purchasers”).
LEVEL 8 SYSTEMS, INC. Corporate HeadquartersTerm Sheet • May 13th, 2005 • Cicero, Inc. • New York
This Term Sheet is an expression of intention only and, except as expressly set forth below, is not to be construed as a binding agreement.
PROMISSORY NOTEPromissory Note • May 13th, 2005 • Cicero, Inc.
FOR VALUE RECEIVED, Level 8 Systems, Inc., a Delaware corporation (together with its successors and assigns, the “Obligor”), hereby promises to pay to the order of _____________________ (together with its successors and assigns, the “Holder”), the principal sum of _______________________________________________________ ($__________) (the “Note Amount”) on May 15, 2005 (the “Maturity Date”), together with interest on the outstanding principal sum at the rate of 10% per annum from the date hereof until such principal sum is paid in full.
