Notice of Annual General Meeting of Shareholders

To Be Held On March 29, 2017

Dallas, TX, February 22, 2017 – The 2017 Annual General Meeting of Shareholders (the “Annual Meeting”) of Modsys International Ltd. (“Modern Systems,” the “Company,” “we” or “us”) will be held at our offices, 6600 LBJ Freeway, Suite 210, Dallas, TX 75240 on March 29, 2017 at 8:00 A.M. local time for the following purposes:

  1. To elect (a) Scott Miller, (b) Regina O’Connor, (c) Matt Dunham and (d) Syver Norderhaug to the Board of Directors to serve until the next annual meeting.
  2. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.
  3. To approve Brandon Edenfield’s employment agreement and compensation as the Chief Executive Officer of the Company, in accordance with the requirements of the Companies Law.
  4. To approve an amended compensation policy for the Company’s directors and officers, in accordance with the requirements of the Companies Law.
  5. To approve the amended compensation terms to the members of the Company’s Board of Directors;
  6. To approve the terms of a share purchase agreement between the Company and Columbia Pacific Opportunity Fund, LP and the issuance thereunder of 757,575 ordinary shares of the Company on April 1, 2017.
  7. To approve the terms of a share purchase agreement between the Company and Columbia Pacific Opportunity Fund, LP and the issuance thereunder of an aggregate amount of 757,575 ordinary shares (and in some cases, up to 1,000,000 ordinary shares) of the Company on July 1, 2017.
  8. To approve the issuance of warrants to purchase an aggregate of 588,235 ordinary shares of the Company to be issued to Columbia Pacific Opportunity Fund, LP and Prescott Group Aggressive Small Cap Master Fund (or their respective affiliates) in exchange for extending a guaranty during 2016 with respect to a credit agreement between Modern Systems Corporation and MS Modernization Services, Inc., respectively, a wholly owned subsidiary and a majority owned subsidiary of the Company, and Comerica Bank.
  9. To approve the issuance of warrants to purchase an aggregate of 588,235 ordinary shares of the Company to be issued to Columbia Pacific Opportunity Fund, LP and Prescott Group Aggressive Small Cap Master Fund (or their respective affiliates) in exchange for extending a guaranty during 2017 with respect to a credit agreement between Modern Systems Corporation and MS Modernization Services, Inc. and Comerica Bank.
  10. To approve the issuance of a warrant to purchase an aggregate of 378,788 ordinary shares of the Company to be issued to Prescott Group Aggressive Small Cap Master Fund (or its affiliates) in exchange for increasing the amount of a guaranty by $1,000,000 with respect to a credit agreement between Modern Systems Corporation and MS Modernization Services, Inc. and Comerica Bank.
  11. To re-appoint BDO Ziv Haft as our independent auditor for the period beginning on the date of the Annual Meeting and ending on the date of our next annual general meeting of shareholders.
  12. To receive and consider the Company’s Consolidated Financial Statements for the year ended December 31, 2015.
  13. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement which will be available after March 1, 2017 at https://materials.proxyvote.com/M70378

The record date for the Annual Meeting is February 27, 2017. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

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