2,750,000 Shares1 Top Image Systems Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2014 • Top Image Systems LTD • Computer peripheral equipment, nec • New York
Top Image Systems Ltd., an Israel company (the “Company”), proposes to issue and sell to the several Underwriters listed on Schedule I (the “Underwriters”) an aggregate of 2,750,000 ordinary shares, nominal value NIS 0.04 per share, of the Company (generally, “Ordinary Shares” and such number of Ordinary Shares, the “Firm Shares”). In addition, solely for the purpose of covering over-allotments, the Company also proposes to grant to the Underwriters the option to purchase from the Company up to an additional 412,500 Ordinary Shares (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” Canaccord Genuity Inc. is the representative for the Underwriters (the “Representative”).
