SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 15, 1996 by and among Network Imaging Corporation, a Delaware corporation, with headquarters located at 500 Huntmar Park Drive, Virginia 22070 (the...Securities Purchase Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
SECURITY AGREEMENT AGREEMENT, dated as of December 31, 1996 between NETWORK IMAGING CORP., INC., a corporation duly organized and validly existing under the laws of the State of Delaware ("Debtor"), and FRED KASSNER (the "Secured Party"). W I T N E S...Security Agreement • August 14th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
ALEX. BROWN AMERICA'S OLDEST INVESTMENT BANKING FIRM ESTABLISHED 1800 as of August 13, 1997 PERSONAL AND CONFIDENTIAL Mr. James J. Leto Chairman, President & Chief Executive Officer Network Imaging Corporation 500 Huntmar Park Drive Herndon, VA 20170...Letter Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design
WARRANT AGREEMENT AGREEMENT, dated as of the 31st day of December, 1996, by and among NETWORK IMAGING CORPORATION, a Delaware corporation (the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant Agent"). W I T N E S...Warrant Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New Jersey
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON DECEMBER 8, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY...Network Imaging Corp • March 17th, 1998 • Services-computer integrated systems design • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 1996 • Network Imaging Corp • Services-computer integrated systems design • Virginia
AMENDMENT TO PURCHASE AGREEMENT This Amendment modifies and amends the Purchase Agreement dated December 31, 1996 ("Purchase Agreement") by and between Network Imaging Corporation ("Network Imaging") and CDR Enterprises ("CDRE"). In consideration of...Purchase Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design
LOAN AGREEMENT LOAN AGREEMENT dated as of December 31, 1996 by and between Network Imaging Corporation a corporation duly organized and validly existing under the laws of the State of Delaware, (the "Borrower") and Fred Kassner, with an address at 69...Loan Agreement • March 18th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New Jersey
8.0% Convertible Note $100,000 due July 8, 2002Network Imaging Corp • August 14th, 1997 • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 15, 1996 by and among Network Imaging Corporation, a Delaware corporation with headquarters located at 500 Huntmar Park Drive, Herndon, VA 22070 (the...Registration Rights Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 31, 1996, by and among Network Imaging Corporation, a Delaware corporation (the "Company"), and CDRE Enterprises, a French...Registration Rights Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 8, 1997, by and among Network Imaging Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), with headquarters...Securities Purchase Agreement • March 17th, 1998 • Network Imaging Corp • Services-computer integrated systems design • Delaware
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON JULY 27, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY...Network Imaging Corp • August 14th, 1997 • Services-computer integrated systems design • Delaware
8.0% Convertible Note $100,000 due August 20, 2002Network Imaging Corp • December 4th, 1997 • Services-computer integrated systems design
NETWORK IMAGING CORPORATION Network Imaging Corporation, 500 Huntmar Park Drive, Herndon, Virginia 20170 AMENDMENT TO CONSULTING AGREEMENT This amendment effective as of January 1, 1996, modifies and amends the Consulting Agreement dated February 1,...Consulting Agreement • September 25th, 1997 • Network Imaging Corp • Services-computer integrated systems design
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON DECEMBER 8, 2002 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY...Network Imaging Corp • March 17th, 1998 • Services-computer integrated systems design • Delaware
1800 MASSACHUSETTS AVENUE, N.W. 2ND FLOOR WASHINGTON, D.C. 20036-1800Network Imaging Corp • December 9th, 1997 • Services-computer integrated systems design
EXHIBIT C to Securities Purchase Agreement REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 28, 1997 by and among NETWORK IMAGING CORPORATION, a corporation organized under the laws of the State of...Registration Rights Agreement • August 14th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Delaware
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 8, 1997 by and among NETWORK IMAGING CORPORATION, a corporation organized under the laws of the State of Delaware, with headquarters located at 500...Registration Rights Agreement • March 17th, 1998 • Network Imaging Corp • Services-computer integrated systems design • Delaware
Amendment No. 1 to Loan AgreementLoan Agreement • August 14th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New Jersey
Network Imaging Corporation Registration Rights Agreement THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of July __, 1995, by and among Network Imaging Corporation, a Delaware corporation (the "Company"), and the persons and...Registration Rights Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • November 15th, 1996 • Network Imaging Corp • Services-computer integrated systems design • New York
Network Imaging Corporation Registration Rights Agreement THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of July __, 1995, by and among Network Imaging Corporation, a Delaware corporation (the "Company"), and the persons and...Registration Rights Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
Placement Agency AgreementPlacement Agency Agreement • August 14th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New York
SHARE SALE AND PURCHASE AGREEMENT BETWEEN THE UNDERSIGNED Network Imaging Corporation, a corporation incorporated under the laws of the state of Delaware and having its principal place of business at 500 Huntmar Park Drive, Herndon, Virginia 22170,...Share Sale and Purchase Agreement • March 17th, 1998 • Network Imaging Corp • Services-computer integrated systems design
NETWORK IMAGING CORPORATION Network Imaging Corporation, 500 Huntmar Park Drive, Herndon, Virginia 20710 TERMINATION OF CONSULTING AGREEMENT This Termination of Consulting Agreement ("Agreement") is entered into by Net- work Imaging Corporation...Termination of Consulting Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design
REGULATION S SECURITIES SUBSCRIPTION AGREEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM...Regulation S Securities Subscription Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
Amendment No. 1 to Security AgreementSecurity Agreement • August 14th, 1997 • Network Imaging Corp • Services-computer integrated systems design • Virginia
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 1998, by and among TREEV, Inc. (formerly, Network Imaging Corporation), a corporation organized under the laws of the State of Delaware (the...Securities Purchase Agreement • July 23rd, 1998 • Treev Inc • Services-computer integrated systems design • New Jersey
AGREEMENTAgreement Agreement • March 17th, 1998 • Network Imaging Corp • Services-computer integrated systems design • Delaware
REGISTRATION RIGHTS AGREEMENT AGREEMENT, dated as of December 31, 1996 between NETWORK IMAGING CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company") and FRED KASSNER, an individual with...Registration Rights Agreement • December 4th, 1997 • Network Imaging Corp • Services-computer integrated systems design • New Jersey
PURCHASE AGREEMENT WHEREAS, Network Imaging Corporation ("Network Imaging"), with its principal offices located at 500 Huntmar Park Drive, Herndon, Virginia 20170, issued a class of Series F Preferred Stock (the "Preferred Stock") to CDR Enterprises...Purchase Agreement • March 18th, 1997 • Network Imaging Corp • Services-computer integrated systems design
NETWORK IMAGING CORPORATION Network Imaging Corporation, 500 Huntmar Park Drive, Herndon, Virginia 20170 AMENDMENT TO CONSULTING AGREEMENT This amendment effective as of January 1, 1996, modifies and amends the Consulting Agreement dated May 28, 1996...Consulting Agreement • September 25th, 1997 • Network Imaging Corp • Services-computer integrated systems design
TREEV, INC.Treev Inc • March 31st, 1999 • Services-computer integrated systems design
is the owner of _____________________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0001 EACH, OF TREEV, Inc. transferable on the books of the Corporation by the holder hereof, in person or by a duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and re- gistered by the Transfer Agent and Registrar.
Zanett Lombardier, Ltd. c/o The Zanett Securities Corporation Tower 49, 31st Floor 12 East 49th Street New York, NY 10017Network Imaging Corp • March 17th, 1998 • Services-computer integrated systems design
Zanett Lombardier, Ltd., Capital Ventures International and Bruno Guazzoni (individually, a "Purchaser" and, collectively, the "Purchasers") have purchased 3,250 shares of Series L Preferred Convertible Stock ("Series L Stock") from Network Imaging Corporation ("Company") under that Securities Purchase Agreement among the Company and the Purchasers dated December 8, 1997 ("Securities Purchase Agreement"). Under the Securities Purchase Agreement, the Purchasers have the right to purchase 3,000 additional shares of Series L Stock from the Company pursuant to the terms of the Securities Purchase Agreement.
