0001178913-11-001735 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2011 • Top Image Systems LTD • Computer peripheral equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2011, between Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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ORDINARY SHARES PURCHASE WARRANT TOP IMAGE SYSTEMS LTD.
Top Image Systems LTD • June 14th, 2011 • Computer peripheral equipment, nec

THIS ORDINARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of date hereof (the “Initial Exercise Date”) and on or prior to, the close of business on the 5 year anniversary of the Issue Date set forth above (the “Termination Date”) but not thereafter, to subscribe for and purchase from Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 14th, 2011 • Top Image Systems LTD • Computer peripheral equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2011, between Top Image Systems Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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