Top Image Systems Ltd Sample Contracts

Top Image Systems Ltd – AMENDMENT NO. 1 TO THE NOTE PURCHASE AGREEMENT (February 13th, 2019)

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 Ltd – SENIOR SECURED NOTE DUE March 31, 2019 (February 13th, 2019)

FOR VALUE RECEIVED, the undersigned, TOP IMAGE SYSTEMS LTD., a company limited by shares incorporated under the laws of the State of Israel (the “Borrower”), hereby promises to pay to HCP-FVE, LLC, a Delaware limited liability company (together with its registered assigns, the “Holder”), the principal sum of ONE MILLION EIGHT HUNDRED SIXTY THOUSAND DOLLARS ($1,860,000) on the Maturity Date, except as otherwise set forth herein or in the Note Purchase Agreement (as defined below), and with interest thereon from time to time as provided herein.

Top Image Systems Ltd – 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, 2019 (February 13th, 2019)

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”).

Top Image Systems Ltd – Contract (February 13th, 2019)

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.

Top Image Systems Ltd – NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (February 12th, 2019)

Approval of the acquisition of TIS by, including the approval of: (i) the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among TIS, Parent, Kofax, Inc. a company organized under the Laws of the State of Delaware and Tornely Ltd., an Israeli company and a wholly-owned subsidiary of Parent (“Merger Sub”); (ii) the merger of Merger Sub with and into TIS (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999, following which Merger Sub will cease to exist as a separate legal entity and TIS will become a wholly-owned subsidiary of Parent; (iii) the consideration to be received by the shareholders of TIS in the Merger, consisting of $0.86 per share in cash, without interest and less any applicable withholding taxes (the “Merger Co

Top Image Systems Ltd – Top Image Systems Enters into a Definitive Agreement to Be Acquired by Kofax; Stockholders to Receive $0.86 in Cash per Share (February 4th, 2019)

TEL AVIV, Israel and PLANO, Texas – February 4, 2019 - Top Image Systems Ltd. (NASDAQ:TISA), a global innovator of intelligent content processing solutions, today announced that it has signed a definitive agreement to be acquired by Kofax, a leading supplier of Intelligent Automation software to automate and digitally transform end-to-end processes, and a portfolio company of leading private equity investment firm, Thoma Bravo. Under the terms of the agreement, Top Image Systems stockholders will receive $0.86 per share in cash for each ordinary share of Top Image Systems, representing a 65% premium over Top Image Systems' volume weighted average price (VWAP) over the past 30 trading days.

Top Image Systems Ltd – AGREEMENT AND PLAN OF MERGER BY AND AMONG TOP IMAGE SYSTEMS LTD., KOFAX HOLDINGS INTERNATIONAL LTD.. TORNELY LTD. AND KOFAX, INC. (February 4th, 2019)

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.

Top Image Systems Ltd – Contract (May 16th, 2018)

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE OR EXCHANGEABLE 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 OR EXCHANGE OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Top Image Systems Ltd – TOP IMAGE SYSTEMS LTD. THE 2016 ISRAELI INCENTIVE PLAN (April 19th, 2017)
Top Image Systems Ltd – Contract (April 19th, 2017)

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE OR EXCHANGEABLE 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 OR EXCHANGE OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Top Image Systems Ltd – Consulting Agreement (March 21st, 2013)

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”).

Top Image Systems Ltd – Amendment No. 1 to Trust Note from December 17, 2006 Prepared and signed in Tel Aviv, December 31, 2010 (March 31st, 2011)
Top Image Systems Ltd – CALL OPTION AGREEMENT AMENDMENT (April 27th, 2009)

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”).

Top Image Systems Ltd – AGREEMENT RELATING TO THE SALE AND PURCHASE OF 100% OF THE REGISTERED CAPITAL OF ASIASOFT SOLUTIONS (GZ) LIMITED (April 8th, 2008)
Top Image Systems Ltd – AGREEMENT RELATING TO THE SALE AND PURCHASE OF 4,900 ORDINARY SHARES IN THE CAPITAL OF ASIASOFT SOLUTIONS (HK) LIMITED (April 8th, 2008)
Top Image Systems Ltd – 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 discretion (April 8th, 2008)

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.

Top Image Systems Ltd – AGREEMENT RELATING TO THE SALE AND PURCHASE OF 0.82% OF THE REGISTERED CAPITAL OF SHANGHAI ASIASOFT LTD. (April 8th, 2008)
Top Image Systems Ltd – 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 LLP Tel: +44 (0)117 939 2000 Fax: +44 (0)117 902 4400 (April 8th, 2008)
Top Image Systems Ltd – Top Image Systems Ltd. English Summary of Terms and Conditions of Convertible Debentures Issued December 27, 2006 (May 10th, 2007)
Top Image Systems Ltd – [Form of Director and Officer Indemnification Agreement] (May 10th, 2007)

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.

Top Image Systems Ltd – TOP IMAGE SYSTEMS LTD. AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2005 IN U.S. DOLLARS UNAUDITED INDEX (September 28th, 2005)

a. Top Image Systems Ltd. (“TIS” or the “Company”) is engaged in the development and marketing of a variety of information recognition systems and technologies and automated document capture solutions for the efficient flow of information within and between organizations. The Company’s software minimizes the need for manual data entry by automatically capturing, reading, understanding, identifying, processing, classifying and routing the information contained in documents, increasing data capture accuracy and the rate of information processing. The Company’s shares are traded on the National Association of Securities Dealers’ Automatic Quotation System SmallCap Market in the United States under the symbol “TISA”.

Top Image Systems Ltd – TOP IMAGE SYSTEMS LTD. AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2005 IN U.S. DOLLARS UNAUDITED INDEX (September 28th, 2005)

a. Top Image Systems Ltd. (“TIS” or the “Company”) is engaged in the development and marketing of a variety of information recognition systems and technologies and automated document capture solutions for the efficient flow of information within and between organizations. The Company’s software minimizes the need for manual data entry by automatically capturing, reading, understanding, identifying, processing, classifying and routing the information contained in documents, increasing data capture accuracy and the rate of information processing. The Company’s shares are traded on the National Association of Securities Dealers’ Automatic Quotation System SmallCap Market in the United States under the symbol “TISA”.

Top Image Systems Ltd – TOP IMAGE SYSTEMS LTD. THE 2003 ISRAELI SHARE OPTION PLAN (*In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002) (May 19th, 2005)

The ISOP is intended to provide an incentive to retain, in the employ of the Company and its Affiliates (as defined below), persons of training, experience, and ability, to attract new employees, directors, consultants, service providers and any other entity which the Board shall decide their services are considered valuable to the Company, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company by providing them with opportunities to purchase shares in the Company, pursuant to the ISOP.

Top Image Systems Ltd – BUSINESS TRANSFER AGREEMENT (March 31st, 2005)

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.

Top Image Systems Ltd – BUSINESS TRANSFER AGREEMENT (March 31st, 2005)

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.