Modsys International LTD Sample Contracts

WITNESSETH
Option Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services
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ARTICLE I DEFINITIONS
Securities Purchase Agreement • June 1st, 2004 • Bluephoenix Solutions LTD • Services-computer programming services • New York
ARTICLE I DEFINITIONS
Securities Purchase Agreement • April 17th, 2006 • Bluephoenix Solutions LTD • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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").

SHARE PURCHASE AGREEMENT #2
Share 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”).

Contract
Modsys International LTD • March 30th, 2016 • 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 WAIVER
Loan and Security Agreement and Waiver • 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 AGREEMENT
Loan 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 AGREEMENT
Securities 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 A
Securities 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 Agreement
Amendment to Purchase 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”).

Contract
Stock 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 Cooperation
Bluephoenix Solutions LTD • March 30th, 2007 • Services-computer programming services
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER
Loan and Security Agreement and Waiver • 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 CONSENT
Loan 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").

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SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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”).

BLUEPHOENIX SOLUTIONS LTD. 8 MASKIT STREET HERZLIA 46120 ISRAEL
Bluephoenix Solutions LTD • February 18th, 2005 • Services-computer programming services • New York
AMENDMENT NO. 1 TO BRIDGE LOAN AGREEMENT
Bridge 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 release
Transition 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 AGREEMENT
Award 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 AGREEMENT
Joint 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 AGREEMENT
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 AGREEMENT
Assignment 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 B
Loan 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.
Crystal Systems Solutions LTD • June 23rd, 2003 • 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 AGREEMENT
Securities 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 AGREEMENT
Loan 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 CONSENT
Loan Documents and Consent • 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").

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