EXHIBIT 4.7
SHARE AND WARRANT PURCHASE AGREEMENT
THIS SHARE AND WARRANT PURCHASE AGREEMENT (the "Agreement") made as of the____
day of January 2002, by and between NUR Macroprinters Ltd., an Israeli company
(the "Company"), and the persons and entities identified in Schedule 1.1
attached hereto (the "Investor").
WITNESSETH:
WHEREAS the Company desires to raise up to US $6,999,999 by means of an issuance
to the Investor of an aggregate of 2,333,333 Ordinary Shares nominal value NIS
1.00 each of the Company (the "Ordinary Shares") and warrants exercisable into
an aggregate of 612,500 Ordinary Shares, on the terms and conditions set forth
herein; and
WHEREAS the Investor desires to invest funds in the Company and in consideration
thereof to receive from the Company the Issued Securities (as defined below)
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in the consideration of the mutual promises and
covenants set forth herein, the parties agree as follows:
1. Issue and Purchase of the Issued Shares and Warrants
1.1 Subject to the terms and conditions of this Agreement, at the
Closing (as defined below), the Investor shall purchase and the Company shall
issue and sell to the Investor, at the price of US$3.00 per Ordinary Share (the
"Price Per Share"), such number of Ordinary Shares as set forth opposite the
Investor's name in Schedule 1.1 attached hereto.
1.2 The aggregate payment due from the Investor (the "Consideration")
is set forth opposite the Investor's name on Schedule 1.1 based on the Price Per
Share. The Ordinary Shares purchased pursuant to this Section shall be referred
to collectively as the "Issued Shares".
1.3 The Investor is hereby granted a warrant, in the form and on the
terms attached hereto as Schedule 1.3 (the "Warrant"), exercisable in the
aggregate into 612,500 Ordinary Shares (the "Warrant Shares"), against payment
of an exercise price of US$4.50 per Warrant Share (the "Exercise Price"). The
number of Warrant Shares exercisable by the Investor is set forth opposite the
Investor's name in Schedule 1.1
2. Closing of Issue and Purchase
2.1 The closing (the "Closing") of the purchase and sale of the Issued
Shares and Warrants (collectively, the "Issued Securities") shall take place at
the offices of Shimonov Barnea, legal counsel to the Company, at 3A Jabotinsky
St., Ramat Gan, Israel, as soon as possible, but in any event no later than,
January 17th 2002, at___, or at such other time and place
as shall be mutually agreed upon between the Company and the Investor.
2.2 At the Closing, the following transactions shall occur
simultaneously (no transaction shall be deemed to have been completed or any
document delivered until all such transactions have been completed and all
required documents delivered),:
2.2.1 The Company shall deliver to the Investor, the following
documents, any one or more of which may be waived in whole or in part by the
Investor, which waiver shall be in writing and at the sole discretion of the
Investor:
(a) True and correct copies confirmed by the Company's
secretary of resolutions of the Company duly adopted by the Board of Directors
issuing and allotting the Issued Securities to the Investor, conditional upon
payment of the Consideration, and a duly completed notice of issuance of the
Issued Shares to the Israeli Registrar of Companies in the form and substance
acceptable for immediate filing with the Israeli Registrar of Companies.
(b) The Company's irrevocable letter of instructions to the
Company's transfer agent to issue as soon as is reasonably practicable to the
Investor, share certificates reflecting the Issued Shares purchased hereby,
together with any and all other documents required for the issuance of such
certificates by the transfer agent.
(c) The original Warrant duly executed by the Company.
(d) A letter from the Company's legal counsel in the form
attached hereto as Schedule 5.1.7.
(e) A letter from the Company's US legal counsel in the form
attached hereto as Schedule 5.1.7.
2.2.2 The Investor shall pay the Company its proportional share of
the Consideration (as set forth in Schedule 1.1). Payments shall be made, as
determined by the Investor, in U.S. dollars or in New Israeli Shekels at the
representative rate of exchange for the U.S. dollar last published by the Bank
of Israel prior to the date of actual payment, by way of a bank transfer to the
Company's following bank account:
Bank Hapoalim
Branch No. 552
Account No. 291900
2.2.3 The Company and the Investor shall execute and deliver the
Registration Rights Agreement, a copy of which is attached hereto as Schedule 7
(the "Registration Rights Agreement").
3. Representations and Warranties of the Company
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The Company hereby represents and warrants to the Investor, and
acknowledges that the Investor is entering into this Agreement in reliance
thereon, as follows:
3.1 Organization. The Company is duly organized, existing in Israel as a
public company limited by shares pursuant to the Companies Law 5759-1999 (the
"Companies Law"), and registered by the Registrar of Companies as public
company, number 52-003986-8. Copies of the Company's Memorandum and Articles of
Association, as of the date of this Agreement, are attached hereto as Schedule
3.1.
3.2 Validly Existing. The Company validly exists as a company under the
laws of the State of Israel. The Company has the full corporate power and
authority to conduct its business as currently conducted and the Company had at
all relevant times the full corporate power and authority to conduct its
business as previously conducted, save that if at any time the Company did not
have the full corporate power and authority to conduct its business as
previously conducted, the lack of such corporate power and authority did not
have a material adverse effect on the Company.
3.3 Public Listing. As of October 1995 the Ordinary Shares of the
Company are registered for trading on the Nasdaq National Market ("Nasdaq")
under the symbol "NURM"
3.4 Share Capital. The registered share capital of the Company is NIS
50,000,000, divided into 50,000,000 Ordinary Shares, of which no more than
14,766,753 Ordinary Shares are issued and outstanding as of January 16th, 2002.
In addition, as of January 16th, 2002 the Company had issued and outstanding
options and warrants exercisable into no more than 2,188,578 Ordinary Shares
(the "Outstanding Options and Warrants").
Except as provided in Schedule 3.4a attached hereto and the transactions
contemplated by this Agreement, there are no other shares, convertible or other
securities, outstanding warrants, options, or other rights to subscribe for,
purchase, or acquire from the Company any securities of the Company and there
are not any contracts or binding commitments providing for the issuance of, or
the granting of rights to acquire from the Company, any securities of the
Company or under which the Company is, or may become, obligated to issue any of
its securities.
3.5 Due Authorization. The Issued Shares, when issued at the Closing in
accordance with the provisions of this Agreement and the Warrant Shares issued
at the exercise of the Warrants, shall all be duly authorized, validly issued,
fully paid, non-assessable and clear and free from any lien, encumbrance, or any
other third party right whatsoever.
3.6 Full Disclosure. The Form 20-F of the Company of May 10th, 2001(the
"20-F Form") that includes the Company's annual report for the year ended
December 31, 2000 and any other subsequent filings filed by the Company are
attached hereto as Schedule 3.6a. None of the above, at the date they were filed
and at the date hereof, incorporate or contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or
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necessary to make the statements therein not misleading, all as of May 10th,
2001. Schedule 3.6b attached hereto contains all material developments in the
business activity of the Company which occurred since May 10th, 2001.
3.7 Approvals. The execution and delivery of this Agreement, the
issuance of the Issued Securities and the full performance of all other
obligations and undertakings of the Company contemplated hereunder (including
without limitation the granting of the registration rights, as set forth in
section 7 below, and the exercise of such rights), will have been duly approved
by the Board of Directors of the Company, and all other corporate actions
required to authorize and give full effect to the sale of the Issued Securities
and the granting of the registration rights, as set forth in Section 7 below, to
the Investor will have been duly taken and approved. All acts required to be
taken by the Company to authorize the execution and delivery of this Agreement,
the performance of each of its obligations hereunder and the consummation of the
transaction contemplated hereunder have been duly taken and are legally valid
and in full force and effect.
3.8 No Violation. The execution and delivery of this Agreement, the
issuance of the Issued Securities, the performance of and compliance with all
other obligations and undertakings of the Company contemplated hereunder
(including without limitation the granting of the registration rights, as set
forth in section 7 below, and the exercise of such rights), will not result in a
violation of, or conflict with, or constitute a default, or give rise to any
right of termination, cancellation or acceleration or the loss of any benefit
under: (i) the Memorandum of Incorporation and/or the Articles of Association of
the Company; (ii) any note or contract, in any form, to which the Company is a
party or by which it or any of its property is bound or affected. or (iii) any
applicable law in any relevant jurisdiction, order, injunction, or judgment of
any court or governmental bureau or authority, domestic or foreign, or any
arbitration award applicable to it or any of its properties or assets having an
adverse material effect on the Company.
3.9 Binding Obligation. This Agreement, when executed and delivered by
or on behalf of the Company, shall constitute the valid and legally binding
obligation of the Company, legally enforceable against the Company in accordance
with its terms. There is no consent, approval, order, license, permit, action
by, or authorization of, or filing with any governmental authority (including
any notifications) or any person (the "Permits") that is required to be obtained
or made on the part of the Company prior to the Closing that has not been, or
will not have been, obtained by the Company prior to the Closing in connection
with the valid execution, delivery, and performance of this Agreement, the
offer, sale, or issuance of the Issued Shares or the granting of the
registration rights, a set forth in Section 7 below. Schedule 3.9 includes all
the Permits required to be obtained or filed by the Company under this
Agreement. The Company will promptly notify the Investor in writing prior to the
Closing if any of such Permits were not properly obtained or filed.
3.10 Other than as disclosed in the 20F Form or as disclosed in
Schedule 3.10, the
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Company has not received notice of any litigation, arbitration, or proceeding,
in law or in equity, nor has it received notice of any proceeding of
governmental investigation before any commission or other administrative
authority, pending or threatened, against the Company and its subsidiaries, that
may affect the Company's ability to issue the Issued Securities or to meet any
of its obligations and undertakings under this Agreement.
3.11 Effectiveness. Each representation and warranty herein is deemed
to be made on the date of this Agreement and shall survive and remain in full
force and effect at the Closing.
4. Representations and Warranties of the Investor
The Investor hereby represents and warrants to the Company, and acknowledges
that the Company is entering into this Agreement in reliance thereon, as
follows:
4.1 This Agreement, when executed and delivered by the Investor, will
constitute a valid, binding, and enforceable obligation of the Investor.
4.2 The execution, delivery, and performance of the obligations of the
Investor hereunder have been duly authorized by all necessary corporate action
of the Investor.
4.3 It has been given access to information regarding the Company and
the Issued Securities and has utilized that access to its satisfaction, in order
to receive, and has received, all such information as aforesaid, as it
considered necessary, required and advisable for deciding whether to purchase
the Issued Securities and invest in the Company. The Investor further represents
that it had an opportunity to ask questions and receive answers from the
Company's representatives, concerning the Company and the Issued Securities and
has had the opportunity to discuss the business plans, management, and financial
affairs of the Company with the Company's management, and to visit the Company's
facilities. The Investor has received from the Company information and
documents, which it has requested; including all the Schedules attached to this
Agreement, and has reviewed these Schedules.
4.4 The Investor is not a "US person" (a "US person"), as defined in
the U.S. in Regulation S of the Securities Act of 1933, as amended; (the
"Securities Act"), is not located in the United States, and is not acquiring the
securities for the account or benefit of any U.S. person; No offer to purchase
the securities was made to the Investor in the United States, nor was any
selling effort made to the Investor in the United States with respect to the
Issued Shares; At the time the buy order was originated and at the time this
Agreement was executed and delivered, the Investor was outside the United
States. Furthermore, the Investor is an "accredited investor" (as defined in
Regulation D of the Securities Act), and has such business and financial
experience as is required to protect its own interests in connection with its
decision to purchase the Issued Shares.
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4.5 The Investor represents and agrees that the Issued Securities are
purchased only for investment, for its own account, and without any present
intention to sell or distribute the Issued Securities.
4.6 The Investor understands, acknowledges and agrees that the Issued
Securities have not been registered under the Securities Act and may not be
offered or sold in the United States or to U.S. persons unless the Issued
Securities are registered under the Securities Act and applicable state
securities laws, or an exemption from the registration requirements of the
Securities Act and such state securities laws is available. The Investor further
understands, acknowledges and agrees that (a) the Warrant Shares have not been
registered under the Securities Act, (b) the Warrant may not be exercised by or
on behalf of any U.S. person unless registered under the Securities Act or an
exemption from such registration is available and (c) any holder seeking to
exercise the Warrant shall be required to give the Company (i) a written
certification that it is not a U.S. person and the Warrant is not being
exercised on behalf of a U.S. person or (ii) a written opinion of counsel to the
effect that the Warrant and the Warrant Shares have been registered under the
Securities Act and the applicable state securities laws or an exemption from
such registration is available, which counsel and opinion shall be reasonably
satisfactory to the Company.
4.7 It conducted such independent examinations as it deemed necessary
and obtained to the extent it deemed necessary, its own professional accounting,
tax, legal and financial advice, with respect to an investment in the Company
and the purchase of the Issued Securities.
4.8 The execution of this Agreement does not, and the consummation of
the transactions contemplated hereby and compliance by the Investor with the
provisions hereof, will not (i) result in any conflict with, breach of, or
default (or give rise to any right of termination, cancellation or acceleration
or the loss of any benefit) under any of the terms, conditions or provisions of
any material agreement, permit or other instrument or obligation to which the
Investor is a party, or by which the Investor or any of its properties or assets
may be bound or (ii) violate any law or order applicable to it or any of its
properties or assets having an adverse material effect on the Investor. No
consent or approval by any governmental authority is required in connection with
the execution by the Investor of this Agreement or the consummation by the
Investor of the transactions contemplated hereby except for such actions,
consents or approvals as will be obtained as of the Closing.
4.9 Each representation and warranty herein is deemed to be made on the
date of this Agreement, and shall survive and remain in full force and effect at
the Closing.
4.10 The Investor acknowledges that each certificate representing any
of the Ordinary Shares shall be stamped or otherwise imprinted with a legend
substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE TRANSACTION" IN RELIANCE UPON REGULATION S PROMULGATED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN
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REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR
TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS, WHICH, IN THE
OPINION OF COUNSEL FOR THE HOLDER IS AVAILABLE, WHICH COUNSEL AND
OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY.
5. Conditions Precedent
5.1 The obligations of the Investor to purchase the Issued Securities
and transfer the Consideration is subject to the fulfillment at or before the
Closing of each and every of the following conditions precedent, any one or more
of which may be waived in whole or in part by the Investor, which waiver shall
be in writing and at the sole discretion of the Investor:
5.1.1 Each and every representation and warranty made by the
Company in this Agreement shall have been true and correct in all material
respects when made and shall be true and correct in all material respects as if
originally made on and as of the date of the Closing,
5.1.2 All covenants, agreements, and conditions contained in this
Agreement to be performed or complied with by the Company prior to or at the
Closing, including the delivery of documents pursuant to Section 2.2 above,
shall have been fully performed or complied with by the Company prior to or at
the Closing.
5.1.3 From the date hereof until the Closing, the Company shall not
have issued, nor shall the Company have committed to issue, any securities or
any instruments convertible into securities, other than (i) the issuance of
options to employees of the Company and its subsidiaries, in the ordinary course
of business, (ii) the issuance of Ordinary Shares upon the exercise of any of
the Outstanding Warrants, or (iii) any issuance or commitment pursuant to bank
financing or strategic investments at a per share value not less than the Per
Share Price.
5.1.4 There shall not then be in effect any order or judgment
enjoining or restraining the transactions contemplated by this Agreement and to
the Company's best knowledge no suit, proceeding or investigation shall have
been commenced by any governmental authority or private person on any ground,
restraining, enjoining or hindering, the transaction contemplated herein.
5.1.5 There shall not then be in effect any law, rule or regulation
prohibiting or restricting such purchase, or requiring any consent, approval or
notification of any person which shall not have been obtained or filed, to
purchase the Issued Securities and the Company has already received all of the
consents and approvals specified in Schedule 3.9 attached hereto.
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5.1.6 From the date hereof until the Closing, there will have been
no event or occurrence which alone or together with any other event, change or
occurrence would have or would be likely to have a material adverse change on
the financial position, business condition, properties, assets, prospects, or
results of operation of the Company ("Material Adverse Change"). The Company
shall promptly notify the Investor in writing of any Material Adverse Change.
5.1.7 The Company shall deliver to the Investor a letter from the
Company's legal counsel and US legal counsel in the form attached hereto as
Schedule 5.1.7.
5.2 The obligation of the Company to issue the Issued Securities to the
Investor is subject to the fulfillment at or before the Closing of the following
conditions precedent, any one or more of which may be waived in whole or in part
by the Company, which waiver shall be in writing and at the sole discretion of
the Company:
5.2.1 The representations and warranties made by the Investor in
this Agreement shall have been true and correct in all material respects when
made, and as of the Closing as if made on the date of the Closing.
5.2.2 All covenants, agreements, and conditions contained in this
Agreement to be performed or complied with by the Investor prior to or at the
Closing.
5.2.3 The Investor has secured all permits, consents, waivers, and
authorizations, if any, that shall be required from them under law or contract
to lawfully consummate this Agreement.
5.2.4 There shall not then be in effect any order enjoining or
restraining the transactions contemplated by this Agreement.
5.2.5 There shall not then be in effect any law, rule or regulation
prohibiting or restricting such sale, or requiring any consent or approval of
any person which shall not have been obtained to issue the Issued Shares.
6. Affirmative Covenants
6.1 Confidentiality
6.1.1 The Investor agrees that any Confidential Information
(defined below) obtained pursuant to this Agreement, or provided to the Investor
prior to or after the Closing, will not be disclosed without the prior written
consent of the Company; provided that, in connection with periodic reports to
its shareholder or partners, the Investor may, without first obtaining such
written consent, make general statements, not containing technical or specific
business information, regarding the nature and progress of the Company's
business; and provided further, that the Investor may provide summary
information regarding the Company's financial information in its reports to its
respective shareholders or partners, but may not annex to such
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reports the full financial information to be provided hereunder by the Company.
All of the above shall be subject to the explicit reporting requirements
pertaining to the Investor under all applicable laws, orders and judgments
(including the Israeli Securities Law 1968).
6.1.2 For the purposes of this Section 6.1, "Confidential
Information" shall mean all information, including, but not limited to,
financial information, business plans, budgets, customer lists, computer
software, source codes, plans, drawings, technical specifications, patents,
copyrights, and other intellectual property rights, in any form (paper, disk, or
other), relating to the business of the Company. However, Confidential
Information shall not include information which (a) was in the Investor's
possession prior to its disclosure, as shown by prior written records; (b) is or
becomes available to the public through no fault of the Investor; (c) was
disclosed to the public by operation of law, (including any court order or
judgment); or (d) is rightfully received by the Investor from a third party
without a duty of confidentiality.
6.2 Use of Proceeds. The Company will use the net proceeds of the
issuance and sale of the Issued Securities (the "Proceeds") for working capital
and general corporate purposes, as determined by the Company's Board of
Directors from time to time. The Company is currently negotiating the
rescheduling of its long-term debts and subject to the completion of such
rescheduling, it is the Company's intention not to use the Proceeds to make
short term repayment of the Company's long term debt.
6.3 Lock-up and Restrictions. The Investor shall undertake that until
the first anniversary of the Closing, it shall not sell, transfer, assign,
encumber, pledge or otherwise dispose or undertake to dispose ("Sell") any or
all of the Issued Securities. Thereafter at any time, from time to time, the
Investor may, subject to applicable securities laws and Section 4.6 hereof, Sell
all or any portion of its Issued Shares, Warrant Shares and its Warrants
provided that only with respect to the Warrants the Investor may only sell,
transfer and assign its Warrants and such right on two occasions, to no more
than five (5) transferees on each occasion, provided that on the second such
occasion the Investor shall reimburse the Company with any and all direct costs
incurred by the Company connected with such sale, transfer or assignment of
Warrants including any registration costs. The above lock-up and restrictions
shall not apply in the event of a sale of 40% or more of the Company's share
capital to a single or affiliated purchasers provided that such purchasers shall
assume such lock-up provisions and restrictions in relation to any Issued Shares
purchased from the Investor in accordance with the terms herein (for the
avoidance of doubt, the calculation of the above 40%, may include the Issued
Shares held by the Investor).
6.4 Stamp Duty. Within 30 days from the Closing the Company shall pay
stamp duty as applicable and shall provide the Investor with receipt of payment.
6.5 Secretary' s Confirmation.Within 30 days from the Closing the
Company Secretary shall provide the Investor with confirmation that the Investor
has been registered in the Company's Shareholder Register, in accordance with
the Companies Law 1999, as a member of the Company holding the Issued Shares.
7. Registration Rights
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The Issued Securities shall have registration rights as set forth in
Schedule 7 attached hereto.
8. Miscellaneous
8.1 Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary
to carry out and give full effect to the provisions of this agreement and the
intentions of the parties as reflected thereby.
8.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Israel, without giving effect to the
rules respecting conflict of law. All disputes, controversies, differences or
questions arising out of or relating to this Agreement, or to the validity,
interpretation, breach, violation of any term hereof, shall be adjudicated by
the courts of competent jurisdiction sitting in Tel Aviv. Anything to the
contrary notwithstanding, the provisions of this Section 8.2 shall not apply to
the Registration Rights Agreement, which shall be subject to the provisions
thereof.
8.3 Successors and Assigns; Assignment.
8.3.1 Except as otherwise expressly stated to the contrary herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns under law, heirs, executors, and administrators of the
parties hereto.
8.3.2 The assignment or transfer of any of the Issued Shares, other
than pursuant to a Registration Statement shall confer upon the transferee all
of the rights, privileges, and obligations set forth in, arising under, or
created by this Agreement, as they relate to the assigned or transferred shares,
without any further consent being required, provided however, that any such
transfer or assignment shall not include any of the warranties and
representations of the Company under Section 3 of this Agreement and any such
transferee or assignee shall not have any claim and/or right towards the Company
with respect to any such warranties and representations, and provided further
that such assignment shall with respect to the Registration Rights Agreement,
only be assigned pursuant to Schedule 7.
8.4 Entire Agreement; Amendment and Waiver. This Agreement and the
Schedules hereto constitute the full and entire understanding and agreement
between the Parties with regard to the subject matters hereof and thereof. All
prior understandings and agreements among the Parties, including the Term Sheet
executed by the Parties, are void and of no further effect. Any term of this
Agreement may be amended, waived, or discharged (either prospectively or
retroactively, and either generally or in a particular instance), by written
consent of the parties hereto, other than the Registration Rights Agreement
which may only be amended as set forth therein).
8.5 Notices, etc. All notices and other communications required or
permitted
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hereunder to be given to a party to this Agreement shall be in writing and shall
be telecopied or mailed by registered or certified mail, postage prepaid, or
otherwise delivered by hand or by messenger, addressed to such party's address
as set forth below:
If to the Investor: to such address and by facsimile as set forth in
Schedule 1.1 attached hereto.
With a Copy: Gadi Ouzan/Almog Geva
Shiboleth, Yisraeli, Roberts, Zisman & Co
46 Montefiore St.,
Tel Aviv 65201, Israel
Facsimile: 972-3-7103322
If to the Company: Nur Macroprinters Ltd.
Attn: Hillel Kremer, CFO
12 Abba Hilel Silver Street
Lod, Israel
Facsimile: (972) 8 921-8918
With a Copy: Simon Jaffa
Shimonov, Barnea & Co.
3A Jabotinsky Street,
Ramat Gan 52520, Israel
Facsimile: (972) 3 613 3355
or such other address with respect to a party as such party shall notify each
other party in writing as above provided.
Any notice sent in accordance with this Section 8.5 shall be
effective (i) if mailed, five (5) business days after mailing, (ii) if sent by
messenger, upon delivery, and (iii) if send via telecopier, upon transmission
and telephonic confirmation of receipt. The term "business day" shall mean any
Monday through Friday on which the banks in Israel are open for business.
8.6 Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default under this
Agreement, shall be deemed a waiver of any other breach or default therefore or
thereafter occurring. Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. Unless otherwise provided by
law, all remedies, either under this Agreement, or
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under law, or otherwise afforded to any of the parties, shall be cumulative and
not alternative.
8.7 Counterparts; Facsimiles. This Agreement may be executed in any
number of counterparts, each of whom shall be deemed an original and enforceable
against the parties actually executing such counterpart and all of which
together shall constitute one and the same instrument. Each party may rely on
the other party's facsimile signatures as original binding commitments of such
other party.
8.8 Heading, Preamble, and Schedules. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. The Preamble and Schedules are an
integral and inseparable part of this Agreement.
8.9 Stamp Duty. The Company will bear any and all applicable stamp duty
on the issuance of the Issued Securities.
8.10 Representations. Any untrue, incorrect, or misleading
representation or warranty made by the Parties hereto, shall be deemed for all
purposes as a breach of this Agreement. Each party's liability pursuant to a
breach of this Agreement shall be limited to the amount of the Consideration.
IN WITNESS WHEREOF the parties have signed this Agreement.
Nur Macroprinters Ltd.
By:
-----------------------
Date:
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The Investment Corp. of United Mizrahi Bank Ltd.
By:
-----------------------
Date:
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List of Schedules
Schedule 1.1 - Investor's address, number of shares purchased, Consideration.
Schedule 1.3 - Form of Warrant
Schedule 3.1 Articles and Memorandum of Association
Schedule 3.4a Outstanding Warrants and Shareholders
Schedule 3.6a List of filings since the 20-F
Schedule 3.6b Material developments since May 10th 2001
Schedule 3.9 Required Permits
Schedule 5.1.7 Legal opinions
Schedule 7 Registration Rights
Schedule 1.1
The Investor
Name: The Investment Corp. of United Mizrahi Bank Ltd.
Address: 37 Shaul Hamelech Blvd.
Tel-Aviv 61336
P.O.Box 33676
Tel-Aviv 61336
Facsimile: (972) 3 6083100
Number of Issued Shares: 2,333,333
Consideration in $US: 6,999,999
Warrant Shares: 612,500