Execution Form SHARE PURCHASE AGREEMENT This Share Purchase Agreement (hereinafter the "AGREEMENT") is made as of July 29, 2003, by and between Tecnomatix Technologies Ltd., a company incorporated under the laws of Israel (the "COMPANY") and SCP...Share Purchase Agreement • August 7th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software • Delaware
SERVICES AGREEMENTServices Agreement • June 22nd, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECPricing Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
Exhibit 9 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the...Joint Filing Agreement • January 18th, 2005 • Tecnomatix Technologies LTD • Services-prepackaged software
EXECUTION FORM ASSET PURCHASE AGREEMENT DATED AS OF JULY 29, 2003Asset Purchase Agreement • August 7th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software • Delaware
WITNESSETH:Letter of Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
Exhibit 11 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the...Joint Filing Agreement • January 18th, 2005 • Tecnomatix Technologies LTD • Services-prepackaged software
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the ownership by each of the undersigned of shares of Common Stock of Tecnomatix Technologies Ltd. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECGovernance Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
EXHIBIT 4(b)5 [ENGLISH TRANSLATION FROM THE ORIGINAL HEBREW VERSION] LEASE CONTRACT Drawn up and signed in Tel Aviv on this 1st day of June 2003 By and BetweenLease Contract • June 25th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software
Exhibit 2 UNDERTAKING AGREEMENT This UNDERTAKING AGREEMENT (the "Agreement"), dated as of January 3, 2005 is entered into by and between UGS Corp., a Delaware Corporation, ("Buyer") and Harel Beit-On (the "Shareholder"). WHEREAS, concurrently with the...Undertaking Agreement • January 18th, 2005 • Tecnomatix Technologies LTD • Services-prepackaged software • New York
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECService Level Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECSoftware Support Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECService Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC EXHIBIT 4(a)5 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE `[**]'...Confidentiality Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECTransition and Stabilization Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
Statement of Work (SOW)Statement of Work (Sow) • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
EXHIBIT 4(b)(3) SHARE PURCHASE AND BUY BACK AGREEMENT THIS SHARE PURCHASE AND BUY BACK AGREEMENT (this "AGREEMENT"), made as of the 1st day of January 2003 by and between Tecnomatix Technologies Ltd., a company duly incorporated under the laws of the...Share Purchase and Buy Back Agreement • June 25th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECEmployee Transfer Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECGuarantee Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
Hewlett-Packard Israel Ltd. (the "Guarantor") hereby guarantees Technologies Ltd. (the Customer") the full and prompt performance of each and any of the undertakings of HP-OMS (Israel) Ltd. (the "HP-OMS") under the Services Agreement For HP-OMS Operations Services between Customer and HP-OMS, dated October 30, 2003. Guarantor hereby waives its right pursuant to clause 8(1) of the Israeli Law of Guarantee 1967, and expresses its consent that Customer will have the right to enforce the Guarantor's guarantee, without having first to demand from the Customer to fulfill its undertakings, in whole or in part, and without having first to initiate legal proceedings against HP-OMS.
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC AGREEMENT AMENDMENT NO. 1 EFFECTIVE AS OF THE 29TH DAY OF DECEMBER 29, 2003Agreement Amendment No. 1 • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
RECITALS:Stockholder Undertaking • August 7th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software • Delaware
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECConfidentiality Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECTermination Assistance Services • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECConfidentiality Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
WITNESSETH:Letter of Agreement • June 25th, 2003 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECCustomer Sites Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SECGuarantee Agreement • March 31st, 2004 • Tecnomatix Technologies LTD • Services-prepackaged software
Tecnomatix Technologies Ltd (the "GUARANTOR") hereby guarantees HP-OMS (Israel) Ltd. ("HP-OMS") the full and prompt performance of each and any of the undertakings of Tecnomatix Ltd (the "CUSTOMER") under the Services Agreement For HP-OMS Operations Services between Tecnomatix Ltd. and HP-OMS (Israel) Ltd., dated October 30, 2003. Guarantor hereby waives its right pursuant to clause 8(1) of the Israeli Law of Guarantee 1967, and expresses its consent that HP-OMS will have the right to enforce the Guarantor's guarantee, without having first to demand from the Customer to fulfill its undertakings, in whole or in part, and without having first to initiate legal proceedings against Customer.
