0001144204-08-018666.txt : 20080331 0001144204-08-018666.hdr.sgml : 20080331 20080331103329 ACCESSION NUMBER: 0001144204-08-018666 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 GROUP MEMBERS: KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP GROUP MEMBERS: MENAHEM RAPHAEL GROUP MEMBERS: RAN FRIDRICH GROUP MEMBERS: S. NECHAMA INVESTMENTS (2008) LTD. GROUP MEMBERS: SHLOMO NECHAMA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUR MACROPRINTERS LTD CENTRAL INDEX KEY: 0000946394 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56015 FILM NUMBER: 08722007 BUSINESS ADDRESS: STREET 1: 5 DAVID NAVON STREET STREET 2: MOSHAV MAGSHIMIM CITY: PETAH-TIKVA ISRAEL STATE: L3 ZIP: 00000 BUSINESS PHONE: 01197239087676 MAIL ADDRESS: STREET 1: P O BOX 8440 STREET 2: MOSHAV MAGSHIMIM CITY: ISRAEL STATE: L3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: NUR ADVANCED TECHNOLOGIES LTD DATE OF NAME CHANGE: 19950607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kanir Investments Ltd. CENTRAL INDEX KEY: 0001344145 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 BUSINESS PHONE: 972 3 621 2500 MAIL ADDRESS: STREET 1: C/O ERDINAST, BEN NATHAN & CO., ADV STREET 2: 25 NACHMANI STREET CITY: TEL AVIV STATE: L3 ZIP: 65794 SC 13D/A 1 v108454_sc13d-a3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Nur Macroprinters Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

M75165106

(CUSIP number)

Kanir Joint Investments (2005) Limited Partnership

c/o Adam M. Klein

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

2 Weizmann Street

Tel Aviv 64239, Israel

Tel: +972-3-608-9839

(Name, address and telephone number of person

authorized to receive notices and communications)

March 24, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Joint Investments (2005) Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON PN

___________________

* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement (as defined herein), the Kanir Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Nechama Reporting Persons. The Kanir Reporting Persons disclaim beneficial ownership of the Ordinary Share held by the Nechama Reporting Persons.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Kanir Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON CO

___________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Menahem Raphael
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON IN

___________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Ran Fridrich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,150,458*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9%*
14	TYPE OF REPORTING PERSON IN

_________________

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS S. Nechama Investments (2008) Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER -
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,728,723*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.5%*
14	TYPE OF REPORTING PERSON CO

___________________

* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement (as defined herein), the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Share held by the Kanir Reporting Persons.

SCHEDULE 13D/A

CUSIP No. M75165106

1	NAMES OF REPORTING PERSONS Shlomo Nechama
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,027,426
		8	SHARED VOTING POWER 68,879,181*
		9	SOLE DISPOSITIVE POWER 2,027,426
		10	SHARED DISPOSITIVE POWER 36,432,972*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,756,149*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0%*
14	TYPE OF REPORTING PERSON IN

___________________

* Pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the 2008 Shareholders Agreement (as defined herein), the Nechama Reporting Persons may be deemed to be members of a “group” (as such term is defined under the Exchange Act) with the Kanir Reporting Persons. The Nechama Reporting Persons disclaim beneficial ownership of the Ordinary Share held by the Kanir Reporting Persons.

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends the Schedule 13D originally filed by the Kanir LP and Kanir Ltd. on November 14, 2005 (the “Original Schedule 13D”), as amended on February 21, 2008 (“Amendment No. 1”) and on March 11, 2008. This Amendment is being filed, among other reasons, to add two new Reporting Persons, S. Nechama Investments (2008) Ltd. (“Nechama Investments”) and Mr. Shlomo Nechama (together, the “Nechama Reporting Persons”). The other Reporting Persons are referred to herein collectively as the “Kanir Reporting Persons”.

Item 2. Identity and Background

Item 2 is hereby amended by adding the following:

Nechama Investments is an Israeli holding company wholly owned by Mr. Shlomo Nechama, who serves as its sole officer and director. Mr. Nechama is an Israeli citizen who works as an independent finance and business specialist. The address of both Nechama Investments and Mr. Nechama is 8 Raziel Street, Ramat Hasharon, Israel. Neither of them during the last five years has been convicted in a criminal proceeding nor has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following:

On March 27, 2007, each of Kanir LP and Nechama Investments entered into a separate loan agreement with Israel Discount Bank Ltd. (the “Bank”) in order to finance the purchase of Ordinary Shares and warrants to purchase Ordinary Shares (together, the “Loan Agreements”). Pursuant to the Loan Agreements, the Bank loaned each of Kanir LP and Nechama Investments approximately $17.5 million for a five-year term. As collateral for the loans, the Bank received a first-priority pledge over 19,020,872 Ordinary Shares and warrants to purchase 2,027,426 Ordinary Shares held by Kanir LP and over 19,021,547 Ordinary Shares held by Nechama Investments.

Item 4. Purposes of Transaction

Item 4 is hereby amended by adding the following:

Certain of the Reporting Persons have entered into the 2008 Shareholders Agreement (as defined below), which contemplates changes in the Issuer’s board of directors and articles of association. See Item 6.

Item 5. Interest in the Securities of the Issuer

Item 5 is amended and restated as follows:

(a), (b) See the responses to Items 7 through 11 and 13 of the cover pages to this Schedule 13D.

The ownership percentages set forth in this Amendment are based on 72,720,505 Ordinary Shares outstanding as of March 10, 2008, based on information provided by the Issuer.

Kanir LP currently holds 22,660,876 Ordinary Shares and warrants to purchase 13,489,582 Ordinary Shares, which together constitute approximately 41.9% of the outstanding Ordinary Shares (assuming the exercise of all warrants held by Kanir LP). Kanir Ltd. in its capacity as the general partner of Kanir LP has the voting and dispositive power over the Ordinary Shares directly beneficially owned by Kanir LP. As a result, Kanir Ltd. may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich are the sole general partners and directors of Kanir Ltd. As a result, they may be deemed to indirectly beneficially own the Ordinary Shares beneficially owned by Kanir LP. Messrs. Raphael and Fridrich disclaim beneficial ownership of such Ordinary Shares.

Nechama Investments currently holds 22,661,551 Ordinary Shares and warrants to purchase 10,067,172 Ordinary Shares, which together constitute approximately 39.5% of the outstanding Ordinary Shares, and Mr. Nechama currently holds warrants to purchase 2,027,426 Ordinary Shares, which constitute approximately 2.7% of the outstanding Ordinary Shares (assuming the exercise of all such warrants). Mr. Nechama, as the sole officer, director and shareholder of Nechama Investments, may be deemed to indirectly beneficially own any Ordinary Shares beneficially owned by Nechama Investments, which constitute (together with his warrants) 41.0% of the outstanding Ordinary Shares in the aggregate (assuming the exercise of all warrants held by the Nechama Reporting Persons).

By virtue of the 2008 Shareholders Agreement, the Kanir Reporting Persons and the Nechama Reporting Persons may be deemed to be members of a group that holds shared voting power with respect to 45,322,427 Ordinary Shares and warrants to purchase 23,556,754 Ordinary Shares, which together constitute approximately 71.5% of the outstanding Ordinary Shares (assuming the exercise of all such warrants), and holds shared dispositive power with respect to 36,432,972 Ordinary Shares (the so-called “Restricted Shares” under the 2008 Shareholders Agreement), which constitute 50.1% of the outstanding Ordinary Shares. Accordingly, Mr. Nechama may be deemed to beneficially own approximately 72.1% of the Outstanding Shares. Each of the Kanir Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Nechama Reporting Persons, and each of the Nechama Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by any of the Kanir Reporting Persons.

(c) On March 27, 2008, Kanir LP purchased an aggregate of 440,300 Ordinary Shares, at a price of $0.75 per share, pursuant to certain of the Agreements described in Amendment No. 1. Except as described in this Amendment or in prior amendments to the Original Schedule 13D, no transactions in the Ordinary Shares were effected by the reporting Person during the 60 days prior to the date of this Amendment.

(d) Not applicable.

(e) Not applicable.

Item 6.

Interest in the Securities of the Issuer Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

On March 13, 2008, Mr. Raphael signed a Share Purchase Agreement with L. Nathan Winters to purchase 260,000 Ordinary Shares at $0.75 per share. On the same date, Kanir LP signed a Share Purchase Agreement with Mr. Raphael to purchase such shares at the same price. Such transactions were consummated on March 20, 2008. Such agreements are substantially similar to the agreements filed as Exhibits 7 and 8, respectively, to Amendment No. 1.

2008 Shareholders Agreement

On March 24, 2008, Kanir LP and Nechama Investments entered into a shareholders agreement (the “2008 Shareholders Agreement”) with respect to their holdings in the Issuer. The 2008 Shareholders Agreement contains certain agreements with respect to the Ordinary Shares held by each party that constitute, from time to time, 25.05% of the outstanding Ordinary Shares (the “Restricted Shares”).

Holding Requirements. The 2008 Shareholders Agreement provides that neither party may sell, pledge or otherwise transfer any of its Restricted Shares until March 31, 2010 (the “Lock-Up Period”). In addition, during the Lock-up Period and thereafter for so long as no party has transferred its Restricted Shares to a non-affiliate of such party, each party is required to hold Ordinary Shares constituting at least 25.05% of the outstanding Ordinary Shares. Notwithstanding the foregoing, each party is entitled to pledge its Restricted Shares to a bank in order to finance the purchase thereof.

Right of First Refusal. If, following the Lock-Up Period, either party (the “Selling Party”) wishes to transfer its Restricted Shares, it must first receive an offer form a proposed purchaser to purchase all of its Restricted Shares for cash and offer to sell them to the other party (the “Offeree”) on the same terms and conditions as offered by the proposed purchaser.

Tag Along. Notwithstanding the right of first refusal described above, the Offeree has the right to sell all or a pro rata portion of its Restricted Shares to the proposed purchaser on the same terms and conditions as the Selling Party.

Permitted Transfers. Any securities that do not constitute Restricted Shares are not subject to the foregoing restrictions. In addition, the 2008 Shareholders Agreement permits transfers of Restricted Shares by any party to affiliates thereof, provided that such affiliates become party to such agreement.

Dispute Resolution. Following January 1, 2009, in the event of a disagreement between the parties that is not resolved after specified negotiation and mediation periods, each party will have the right to notify the other party (the “Buy/Sell Notice”) of its demand to purchase all of the other party’s Restricted Shares, or sell to the other Party all of its own Restricted Shares, at a stated price per share in cash. The other party will then have the option to either purchase all of the first party’s Restricted Shares or sell to it all of its own Restricted Shares on the terms set forth in the Buy/Sell Notice.

Board of Directors. The 2008 Shareholders Agreement requires the parties to use their best efforts and to vote all the Ordinary Shares held by them to ensure that the Board of Directors of the Issuer will consist of six directors, of which two directors and one independent director will be recommended by each party. In addition, the parties agreed that Mr. Shlomo Nechama will be appointed as the Chairman of the Board for a period of five years. So long as Mr. Nechama is serving as the Chairman of the Board and Nechama Investments holds Restricted Shares constituting at least 25.05% of the outstanding Ordinary Shares, in the event of a tied vote among directors with respect to a proposed resolution of the Board of Directors, Mr. Nechama will be entitled to cast the tie-breaking vote, provided, however, that (i) in the event that Mr. Nechama intends to exercise such right, he will be required first to deliver a Buy/Sell Notice to the other party and the implementation of the proposed resolution will be deferred until after the closing of the transaction that results from the Buy/Sell Notice and (ii) in the event that three directors of the Issuer so require, the proposed resolution will be conditioned upon the approval of the Issuer’s shareholders.

Shareholder Meetings. The parties agreed to vote all their Ordinary Shares as provided in the 2008 Shareholders Agreement. Where the 2008 Shareholders Agreement is silent as to a matter brought before the shareholders of the Issuer, the parties will agree in advance as to how they will vote. In the event that the parties do not reach an agreement regarding any such matter, they will vote all of their Ordinary Shares against such matter. In addition, the parties agreed to use their best efforts to amend the Issuer’s articles of association to require that, if so requested by at least two directors of the Issuer, certain matters will require the approval of a simple majority of the outstanding Ordinary Shares, such as related party transactions and any material change in the Issuer’s scope of business.

Other Shareholder Agreements. During the term of the 2008 Shareholders Agreement, the parties are not permitted to enter into any additional voting or similar agreements with any other shareholders of the Issuer.

Term. The 2008 Shareholders Agreement will be in effect so long as (i) the parties hold more than 50% of the outstanding Ordinary Shares or (ii) each of the parties holds all of its Restricted Shares. Notwithstanding the foregoing, the 2008 Shareholders Agreement will terminate automatically if the Bank forecloses on its pledge on any the Restricted Shares of either party.

Share Purchases by the Nechama Reporting Persons

On March 24, 2008, Kanir LP assigned to Nechama Investments certain of the share purchase agreements described in Amendment No.1, pursuant to which Nechama Investments purchased an aggregate of 5,518,694 Ordinary Shares at a price of $0.75 per share. On the same date, Kanir LP sold to Mr. Nechama warrants to purchase an aggregate of 2,027,426 Ordinary Shares at various exercise prices, for an aggregate purchase price of approximately $187,000. The purchase agreement is substantially similar to the agreement filed as Exhibit 7 to Amendment No. 1.

Fortissimo SPA

On March 27, 2008, Kanir LP and Nechama Investments (together, the “Purchasers”) and the Fortissimo Entities (as defined in the Original Schedule 13D) entered into a Securities Purchase Agreement (the “Fortissimo SPA”). Pursuant to the terms of the Fortissimo SPA, on March 27, 2008, the Purchasers purchased from the Fortissimo Entities 25,714,285 Ordinary Shares and warrants to purchase 15,100,757 Ordinary Shares for aggregate consideration, which includes a control premium, of approximately $35.5 million, subject to downward adjustments over the subsequent two years pursuant to the terms of the Fortissimo SPA. One-third of the securities will be purchased by Kanir LP and two-thirds were purchased by Nechama Investments (the “Purchaser Proportions”). The Fortissimo Entities also assigned to the Purchasers their registration rights relating to the securities being sold.

Additionally, with respect to additional warrants to purchase 4,184,957 Ordinary Shares, the Purchasers granted the Fortissimo Entities a put option exercisable at $0.50 per warrant, and the Fortissimo Entities granted the Purchasers a call option exercisable at $0.80 per warrant, in each case, subject to equitable adjustments in the event of customary capitalization events or dividend distributions. Said options, which are allocated between the Purchasers based on the Purchaser Proportions, are exercisable during the period commencing on March 27, 2009 and ending on the earlier to occur of (i) March 27, 2010 and (ii) the date on which such warrants have been listed for trade on a stock market.

Pursuant to the Fortissimo SPA, the Shareholders Agreement, dated as of October 31, 2005, among Kanir LP and the Fortissimo Entities was terminated and the three directors that were designated by the Fortissimo Entities resigned from the Issuer’s Board of Directors.

Co-sale Undertaking

On March 27, 2008, certain individuals, including three of the Reporting Persons, entered into a letter agreement with the Fortissimo Entities pursuant to which they undertook, severally and not jointly, to purchase from the Fortissimo Entities warrants to purchase up to an aggregate of 8,000,000 Ordinary Shares at a purchase price of $0.435 per warrant, in the event that certain banks exercise their co-sale rights with the Fortissimo Entities within the subsequent 14 days. In the event that these transactions are fully consummated, Messrs. Raphael and Fridrich would each purchase warrants to purchase 768,356 Ordinary Shares and Mr. Nechama would purchase warrants to purchase 5,694,931 Ordinary Shares.

See Item 3 for a description of the Loan Agreements. Any descriptions of agreements herein are qualified in their entirety by reference to the documents filed as exhibits under Item 7.

Item. 7 Material to be Filed as Exhibits

14.	Shareholders Agreement, dated as of March 24, 2008, between Kanir LP and Nechama Investments

15.	Securities Purchase Agreement, dated as of March 27, 2008, among Kanir LP, Nechama Investments and the Fortissimo Entities

16.	Co-sale Undertaking Letter, dated March 27, 2008, among the Fortissimo Entities and certain individuals

17.	Summary of Hebrew-language Agreements among certain of the Reporting Persons and Israel Discount Bank Ltd., dated March 27, 2008

18.	Joint Filing Agreement among the Reporting Persons, dated March 31, 2008

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 31, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

KANIR INVESTMENTS LTD.

By: /s/ Menahem Raphael

Name: Menahem Raphael

Title: Director

By: /s/ Ran Fridrich

Name: Ran Fridrich

Title: Director

/s/ Menahem Raphael

Menahem Raphael

/s/ Ran Fridrich

Ran Fridrich

NECHAMA INVESTMENTS (2008) LTD.

By: /s/ Shlomo Nechama

Name: Shlomo Nechama

Title: Director

/s/ Shlomo Nechama

Shlomo Nechama

EX-14 2 v108454_ex14.htm

Execution Version

SHAREHOLDERS AGREEMENT

This AGREEMENT (the “Agreement”) is made as of March 24, 2008, by and between Kanir Joint Investments (2005) Limited Partnership (“Kanir”), and S. Nechama Investments (2008) Ltd. (“Nechama”) (each of Kanir and Nechama is referred to herein as a “Party” and collectively as the “Parties”).

WHEREAS, Kanir owns 13,649,148 ordinary shares of Nur Macroprinters Ltd. (the “Company”) and 10,483,424 warrants of the Company; and

WHEREAS, the Parties contemplate entering into several transactions so that immediately following such transactions each Party will own approximately 22.7 million ordinary shares of the Company, Kanir will own approximately 13.5 million warrants of the Company and Nechama (directly or by an Affiliate) will own approximately 10.1 million warrants of the Company; and

WHEREAS, the Parties wish to set forth within the framework of this Agreement (a) the terms and conditions under which the Parties shall hold the Company shares and warrants, and (b) their respective relations in their capacity as shareholders of the Company.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties hereby agree as of the date first mentioned above as follows:

1.	Preamble. The Preamble to this Agreement constitutes an integral part of this Agreement.

2.	Sales by Parties; Minimum Holdings:

2.1.

Notwithstanding anything to the contrary in this Agreement, except for the provisions of Section 4.6, 6 and 7.4 below, until 31.3.2010 (the "Lock-Up Period"), none of the Parties shall sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber any Restricted Shares held by it, except that each Party shall be entitled to pledge the Restricted Shares held by such Party to a bank in order to finance the purchase thereof. “Restricted Shares” shall mean, for each Party (together with its Permitted Transferees pursuant to Section 4.6 below), such number of the Company’s shares constituting 25.05% of the total outstanding shares of the Company. The number of Restricted Shares shall be adjusted upon any issuance by the Company of any shares, including without limitation, upon the exercise of options, rights or warrants, upon the issuance of bonus shares or upon the consummation of stock splits, combinations and the like.

2.2.

During the Lock-up Period, except as set forth in Section 6 and 7.4 below, and following the Lock-up Period for so long as neither Party has sold or otherwise transferred its Restricted Shares to a Proposed Purchaser (as defined in 4.1 below), each Party (together with its Permitted Transferees pursuant to Section 4.6 below) shall hold such number of shares of the Company constituting, at all times, at least 25.05% of the total outstanding shares of the Company. Accordingly, during the periods described in the immediately preceding sentence, if any Party’s share holding in the Company shall decrease below such threshold by dilution or otherwise, then promptly upon learning thereof, such Party shall acquire at least such number of additional shares of the Company to cause such Party to comply with this Section 2.2, by exercising options or warrants or purchasing shares from third parties or otherwise.

3.	Purchase and Sale of Shares by Parties:

Following the date hereof and during the Term (as defined below), each Party shall be entitled to (i) directly or indirectly purchase additional Shares, warrants or other securities of the Company (“Securities”); and (ii) sell Securities other than Restricted Shares (which Restricted Securities may only be sold in accordance with other provisions of this Agreement), following the provision of a seven (7) days prior written notice to the other Party.

4.	Right of First Refusal:

4.1.

If, following the Lock-Up Period, Nechama or Kanir (the “Selling Party”) wishes to sell or otherwise transfer all of such Party’s Restricted Shares (the “Offered Shares”) and shall obtain a bona fide offer (the “Third Party Offer”) from a non-Affiliated potential purchaser (the “Proposed Purchaser”) to purchase all such Offered Shares, then in such an event the Selling Party shall be required to first offer such Offered Shares to the other Party (the “Offeree”). The Selling Party shall send the Offeree a written offer (the “Offer”) in which the Selling Party shall specify the following information: (i) the number of Offered Shares that the Selling Party proposes to sell or transfer to the Proposed Purchaser, the identity of the Proposed Purchaser, the price and payment terms and the other terms and conditions contained in the Third Party Offer; (ii) a representation and warranty that the Offered Shares shall, upon their transfer, be free and clear of all pledges, debts, security interests and other third party interests (“Free and Clear”). For the avoidance of doubt, (a) a Party shall not be entitled to sell and transfer to a Proposed Purchaser part of its Restricted Shares; and (b) no sale shall be done for consideration other than cash.

4.2.	The Offer shall constitute an irrevocable offer made by the Selling Party to sell and transfer to the Offeree the Offered Shares, upon the terms specified in the Offer.

4.3.

If the Offeree wishes to purchase all (but not a part) of the Offered Shares it shall notify in writing the Selling Party of its intent within fourteen (14) days of receipt of the Offer (“Notice of Acceptance”) and the closing of such transaction shall take place within thirty (30) days of receipt of the Notice of Acceptance and the Offered Shares shall be sold and transferred to the Offeree Free and Clear against payment of the consideration as specified in the Offer

4.4.

If the Offeree declines to purchase all of the Offered Shares upon the terms specified in the Offer or does not respond to the Offer within fourteen (14) days of its receipt or if the Offeree fails to consummate the transaction within thirty (30) days of the Notice of Acceptance due to the Offeree’s fault, then in any of such events the Selling Party may sell all (but not a part) of the Offered Shares to the Proposed Purchaser, provided that such sale is consummated (i) in a bona fide transaction, (ii) at a price that is not lower than that specified in the Offer and (iii) subject to payment terms that are no more favorable to the Proposed Purchaser than those specified in the Offer, all within ninety (90) days of the date of the Offer and provided further that the Proposed Purchaser shall join this Agreement in writing and shall assume instead of the Selling Party, all of the rights and obligations of the Selling Party in its capacity as a shareholder of the Company in accordance with the terms of this Agreement. In the event that the sale to the Proposed Purchaser in the manner set forth above is not effected within said ninety (90) days, the right of first refusal described herein shall apply again.

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4.5.

A transfer of Control (as defined below) in any legal way in either Party shall be deemed for the purpose of this Agreement as a sale by such Party of all of its Restricted Shares and Sections 4 and 5 shall apply, mutatis mutandis. Each Party which is subject to such transfer of Control shall have the obligation to promptly notify the other Party of such event. Notwithstanding anything to the contrary, a transfer of interests in Kanir among its partners as of the date hereof shall not be deemed a transfer of Control.

4.6.

Notwithstanding anything to the contrary in this Agreement, the rights of the Parties pursuant to the aforesaid provisions of this Section 4 and Section 5 below as well as the restriction under Section 2 above shall not apply with respect to a Permitted Transfer, provided that: (A) the transferee shall join this Agreement in writing and agree to be bound by the terms of this Agreement; and (B) the transferor shall continue to be bound by this Agreement and guarantee the performance by the transferee of its obligations under this Agreement.

For the purpose of this Section 4, the term “Permitted Transfer” means a sale or other transfer of Restricted Shares by a Party to an Affiliate of such Party.

“Affiliate” means, with respect to any Party, any person or legal entity (i) in which such Party, directly or indirectly, owns at least majority (more than 50%) interest (both economic and voting), or (ii) which directly or indirectly owns a majority (more than 50%) interest (both economic and voting) in such Party, or (iii) which, directly or indirectly, is in Control of or is Controlled by such Party.

“Control” means in relation to a person that is a corporation, the ownership, directly or indirectly, of voting securities of such person carrying more than 50% of the voting rights attaching to all voting securities of such person which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a person that is a partnership, limited partnership, business trust or other similar entity, the ownership, directly or indirectly, of voting securities of such person carrying more than 50% of the voting rights attaching to all voting securities of the person or the ownership of other interests entitling the holder to exercise control and direction over the activities of such person;

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5.	Tag Along:

5.1.

Notwithstanding the provisions of Section 4 above, the Offeree shall, during the fourteen (14) day period in which the Offeree could have provided the Notice of Acceptance pursuant to Section 4 above, have the right to notify the Selling Party of its intent to exercise the Tag Along Right pursuant to this Section 5 above (the “Tag Along Notice”).

5.2.

Following the Tag Along Notice, the Selling Party shall not sell any of the Offered Shares to the Proposed Purchaser, unless the Proposed Purchaser shall purchase from both the Offeree and the Selling Party, at the Offeree’s discretion, either (i) all of their respective Restricted Shares; or (ii) such a number of Restricted Shares equal to the product obtained by multiplying (i) the aggregate number of the Offered Shares, by (ii) a fraction the numerator of which is the number of Restricted Shares owned by the Offeree at the time of the proposed sale to the Proposed Purchaser and the denominator of which is the total number of Restricted Shares owned by both the Offeree and the Selling Party at the time of the proposed sale to the Proposed Purchaser; such sale to be upon the same terms and conditions under which the Selling Party’s Offered Shares shall be sold.

6.	Buy Me Buy You:

6.1.

If following January 1, 2009 (but (subject to Section 7.4 below) there shall be any disagreements between the Parties in relation to the Company or its business activities, then the Parties shall make their best efforts to resolve all such disagreements within thirty (30) days of a notice submitted by any of them to the other Party so requesting. If all the disagreements are not resolved within such thirty (30)-day period, the Parties shall make their best efforts to resolve all such disagreements by mediation. The Parties have selected Ram Caspi and Oded Eran as the mediators for any unresolved disagreements under this Agreement. In the event that any of the said mediators becomes unwilling or unable to serve, his respective firm shall appoint a senior partner as a successor mediator.

6.2.

If all the disagreements are not resolved by mediation within thirty (30) day period as provided in Section 6.1 above, then each of the Parties (the “Offering Party”) shall have the right to notify the other Party (the “Receiving Party”), in writing (the“Notice“) of its demand to purchase all (but not a part) of the other Party’s Restricted Shares, or to sell all (but not a part) of its Restricted Shares to the other Party, at a price per share to be specified in the Notice, payable in cash against the transfer of the relevant shares Free and Clear. Issuing the said Notice shall constitute an irrevocable offer by the Offering Party for all intents and purposes.

6.3.

Within thirty (30) days from the date of receipt of Notice, the Receiving Party shall be obligated to send to the Offering Party a notice indicating whether it shall sell all (but not a part) of its Restricted Shares to the Offering Party or purchase all (but not a part) of the Restricted Shares of the Offering Party, in accordance with the terms set forth in the Notice.

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6.4.	Failure on the Receiving Party to respond to the Notice within thirty (30) days from the date of receipt thereof, shall be the same as the Receiving Party’s consent to sell all of its Restricted Shares to the Offering Party, in accordance with the terms set forth in the Notice.

6.5.

If the Receiving Party issues a notice indicating that it wishes to purchase all (but not a part) of the Offering Party's Restricted Shares, as set forth in the Notice, the Parties shall be deemed to have entered into a binding agreement whereby the Receiving Party shall purchase all of the Offering Party’s Restricted Shares in accordance with the terms set forth in the Notice.

6.6.

If the Receiving Party issues a notice indicating that it wishes to sell all (but not a part) of the Receiving Party's Restricted Shares, as set forth in the Notice, the Parties shall be deemed to have entered into a binding agreement whereby the Offering Party shall purchase all of the Receiving Party’s Restricted Shares in accordance with the terms set forth in the Notice.

6.7.

The consummation of the sale transaction shall take place not later than hundred and twenty (120) days from the date of receipt of the Notice (the “Closing Date”). On the Closing Date, the Parties shall simultaneously perform all the acts required for transferring all of the selling party’s Restricted Shares to the purchasing party Free and Clear, in accordance with the terms set forth in the Notice.

7.	Board of Directors and General Meetings:

For the purpose of this Section 6, the following definitions shall apply:

Organizational Documents shall mean the memorandum of association, articles of association, certificate of incorporation, by laws, certificate of designation or other similar constitutional documents of an entity.

Related Party shall mean (1) a director or an officer of the Company or a nominee to become a director of the Company; (2) a shareholder of the Company which owns 5% or more of its issued share capital; (3) a family member of the first degree of any of the foregoing persons; and (4) an Affiliate of any of the foregoing.

Related Party Transaction shall mean any transaction of the Company or of a subsidiary of the Company with a Related Party.

7.1.

Composition of the Board of Directors. The Board of Directors of the Company shall consist of 6 members. Each Party shall be entitled to recommend the appointment of two (2) directors and one (1) independent director to the Board of Directors of the Company and to recommend removing and replacing its respective proposed directors, subject to any applicable law.

7.2.

The Parties shall use their best efforts to ensure that the candidates recommended pursuant to Section 7.1 above shall be appointed as directors of the Company or be removed, as the case may be, and that such recommended directors shall constitute the only members of the Board of Directors of the Company.

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7.3.

Chairman of the Board. During a period of five (5) years commencing on the date in which the Parties jointly acquire Control over the Company, Mr. Shlomo Nechama shall be appointed as the Chairman of the Board of the Company. At the expiration of such five (5) years period the Parties shall agree upon the identity of the successor Chairman of the Board of the Company. If Mr. Nechama is unable to perform his duty due to physical or mental incapacity and such inability continues for a period of at least 6 consecutive months, then in such an event the Parties shall agree upon the identity of the successor Chairman of the Board of the Company.

7.4.

Casting Vote. In the event the number of Directors voting for the adoption of a resolution by the Board of Directors equals the number of Directors voting against such resolution, then so long as (i) Nechama holds Restricted Shares constituting at least 25.05% of the outstanding shares of the Company; and (ii) Mr. Shlomo Nechama serves as the Chairman of the Board, the Chairman of the Board shall have a casting vote (the “Casting Vote”). Notwithstanding anything to the contrary, in case Mr. Shlomo Nechama elects to exercise his Casting Vote in respect of a specific resolution brought before the Board of Directors (the “Triggering Resolution”), then (i) prior to such exercise, Nechama shall be required to trigger the Buy Me Buy You mechanism provided in Section 6 hereof as an Offering Party, whereby the Triggering Resolution will be pending until the consummation of the sale of the Restricted Shares of one party to the other party in accordance with such Buy Me Buy You mechanism; and (b) in the event that three (3) directors of the Company so require, the Triggering Resolution shall be conditioned upon the approval of the General Meeting of the Company. Upon a transfer of the Restricted Shares by Kanir to third party in accordance with the terms of this Agreement, the Casting Vote shall expire and the provisions of this Section 7.4 shall be terminated. For the avoidance of doubt it is hereby clarified that Nechama shall be entitled to trigger the Buy Me Buy You mechanism provided in Section 6 hereof as Offering Party, in accordance with this Section 7.4, even prior to January 1, 2009.

7.5.

Scope of Authority of the General Meeting. In addition to those decisions which, under the Organizational Documents of a Company, require approval of the General Meeting of its shareholders, the Parties shall use their best efforts to cause the Articles of the Company to be amended so that a decision or action by or on behalf of the Company on any of the following matters, shall require the approval of holders of 50.1% or more of the outstanding shares of the Company, if so requested by any two (2) members of the Company’s Board of Directors:

7.5.1.

Related Party Transactions;

7.5.2.

any amendment of the Company’s incorporation documents;

7.5.3.

any merger or consolidation of the Company;

7.5.4.

any material change in the Company’s scope of business;

7.5.5.

the voluntary liquidation or dissolution of the Company;

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7.5.6.

approval of the Company’s annual budget and business plan, and any material deviation therefrom; and

7.5.7.

any change of the signatory rights on behalf of the Company.

7.6.

The Parties shall vote all the Company’s shares held by them (whether Restricted Shares or otherwise) as provided in this Agreement and where this Agreement is silent as the Parties shall agree prior to any General Meeting of the Company as to their vote. In the event the Parties do not reach an agreement regarding certain resolution proposed to the General Meeting, The Parties shall vote all of their respective Shares against such proposed resolution.

8.	No Agreements with Other Shareholders:

During the Term, each Party shall be prohibited from entering into, or otherwise being a party to, any Shareholders Agreement with any direct or indirect shareholder of the Company. Each Party represents to the other Party that as of the date of closing of the purchase of the Company’s shares by the parties from the Fortissimo Entities it shall not be a party to any other Shareholders Agreement. “Shareholders Agreement” means any voting or similar agreement, or any agreement relating to the exercise of voting rights in the Company, or any similar undertaking or commitment (including a unilateral commitment), whether in the form of a written instrument or otherwise.

9.	Term of the Agreement:

9.1.

This Agreement shall come into effect as of the date hereof and shall be in full force and effect so long as (a) the Parties hold controlling interest in the Company, or (b) each of the Parties or its successor as provided in Section 4.4 hold all (but not a part) of its Restricted Shares (the “Term”).

9.2.	Upon exercise of the pledge on each Party’s Restricted Shares provided by such Party to Discount Bank for financing the purchase thereof, this Agreement shall be automatically terminated.

10.

Miscellaneous:

10.1.

The Parties undertake that as soon as possible after the acquisition of the Control over the Company, they shall cause the Articles of the Company to be amended so that the revised Articles shall reflect the applicable provisions of this Agreement.

10.2.

Unless the context otherwise requires, this Agreement shall apply to all Securities which are or may be held by either Party during the term of this Agreement.

10.3.

Each of the Parties 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 hereby.

10.4.

This Agreement shall be governed by the laws of the State of Israel, without regard to the conflict of law provisions thereof. Any dispute arising under or with respect to this Agreement shall be resolved exclusively in the appropriate court in Tel Aviv, Israel.

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10.5.

All notices required or permitted hereunder to be given to a Party pursuant to this Agreement shall be in writing and shall be deemed to have been duly given to the addressee thereof (i) if hand delivered, on the day of delivery, (ii) if given by facsimile transmission, on the business day on which such transmission is sent and confirmed, or (iii) if delivered by air mail, five business days following the date it was sent, to such Party’s address as set forth below or at such other address as such Party shall have furnished to the other Party in writing in accordance with this provision:

If to Kanir:

Kanir Joint Investments (2005) Limited Partnership

25 Nachmani Street

Tel Aviv 66794

Israel (c/o Erdinast, Ben Nathan & Co., Advocates)

Attention: Menahem Raphael

Fax: (972) 3-525-0896

With a Copy to:

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

2 Weizmann Street

Tel Aviv 64239

Israel

Attention: Adam Klein, Adv. & Ido Gonen, Adv.

Fax: (972) 3-6089909

If to Nechama:

c/o Caspi & Co. Law Offices

33Yaavetz Street

Tel Aviv 65258

Israel

Attention: Ram Caspi, Adv.

Fax: +972-3-796-1001

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10.6.

Subject to Sections 7.3 and 7.4 above, nothing contained in this Agreement shall be deemed to grant any right to any person or entity that is not a party to this Agreement.

10.7.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law but if any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

10.8.

Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

10.9.

This Agreement together with the documents expressly referred to herein, constitute the entire agreement among the Parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings among the Parties with respect to such subject matter.

10.10.

No modification, amendment or waiver (each, a “Modification”) of any provision of this Agreement will be effective unless such Modification is approved in writing by all Parties. The failure of any Party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such Party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

10.11.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Kanir Joint Investments (2005) Limited Partnership
By: KANIR INVESTMENTS LTD. Its General Partner


By:	/s/ Menachem Raphael
	Name: Menachem Raphael
	Title: Director



By:	/s/ Ran Fridrich
	Name: Ran Fridrich
	Title: Director

S.Nechama Investments (2008) Ltd.


By:	/s/ Shlomo Nechama
	Name: Shlomo Nechama
	Title: Director

[Signature Page to Shareholders Agreement dated March 24, 2008]

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EX-15 3 v108454_ex15.htm

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 27, 2008, by and among Kanir Joint Investments (2005) Limited Partnership (“Kanir”), and S. Nechama Investments (2008) Ltd. (“Nechama Investments”)(each, a “Purchaser” and together, the “Purchasers”), and the sellers listed on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).

WITNESSETH:

WHEREAS, the Sellers own an aggregate of 25,714,285 ordinary shares, par value NIS 1.00 per share (“Shares”), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (“Nur”), and warrants to purchase 15,100,757 Shares of the Company at an exercise price of $0.40 per share (the “Anti-dilution Warrants”), as set forth on Schedule I hereto, which represent 35.36% of the Company’s outstanding Shares and 35.36% of the Company’s outstanding warrants, respectively;

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Purchasers desire to Purchase the Shares and Anti-dilution Warrants from the Sellers and the Sellers desire to sell the same to the Purchasers based on a price per share equal to the product of the net equity of Nur multiplied by 0.3536 multiplied by 1.10 (the “Price Formula”);

WHEREAS, the Sellers own additional warrants to purchase 4,184,957 Shares of the Company at an exercise price of $0.40 per share (the “Put/Call Warrants”) as set forth on Schedule I hereto, with respect to which the Purchasers or the Sellers, as the case may be, desire to grant to the other party an option under certain terms and conditions; and

WHEREAS, the Company has sold substantially all of its assets to Hewlett-Packard Company (“HP”) in consideration for cash pursuant to an Asset Purchase Agreement, dated as of December 9, 2007 (the “HP Agreement”), of which $14,500,000 has been deposited in escrow in accordance with the terms of the HP Agreement to cover potential liabilities of the Company (the “HP Escrow”).

NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchasers and the Sellers agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” of a specified Person shall mean a Person that directly or indirectly controls or is controlled by, or is under common control with, such specified Person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” shall mean a day other than a Friday or Saturday or other day on which banks in the State of Israel are not required or authorized to close.

“Company” shall mean Nur and each of its subsidiaries.

“Encumbrances” shall mean mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands, voting trusts, voting agreements, rights of first offer or refusal and equities of any nature whatsoever and howsoever arising and any rights or privileges capable of becoming any of the foregoing.

“Governmental Authority” shall mean any agency, department, court or any other administrative, legislative or regulatory authority of any U.S., Israeli or other governmental body.

“Person” shall mean an individual, partnership, joint-stock company, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“Securities” shall mean the Shares and the Warrants, collectively.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Warrants” shall mean the Anti-dilution Warrants and the Put/Call Warrants, collectively.

SECTION 2. PURCHASE AND SALE OF SECURITIES

2.1 Purchase and Sale of the Securities.

(a) Subject to the terms and conditions set forth in this Agreement and in reliance upon each party’s representations set forth below, on the Closing Date, the Purchasers, severally and not jointly, shall purchase from each Seller and each Seller shall sell, transfer, convey and deliver to the Purchasers, free and clear of all Encumbrances, the Shares and Anti-dilution Warrants set forth opposite such Seller’s name in the applicable table on Schedule I hereto for the consideration specified in Section 2.1(b) below, as allocated on said Schedule I.

(b) Subject to the adjustments set forth in Section 2.3 below, the aggregate consideration payable by both of the Purchasers, severally and not jointly, in accordance with their respective Purchaser Proportions (as defined below), for the Shares and Anti-dilution Warrants (the “Consideration”) shall be $35,485,713, which is based on the Price Formula, including a control premium. Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to US dollars (US$).

2.2 Closing.

(a) The closing of the sale and purchase of the Shares and Anti-Dilution Warrants (the “Closing”) shall take place within three Business Days of the date hereof, subject to the satisfaction or waiver (by the applicable party) of all the conditions set forth in Sections 6 and 7, or such other date as the parties may agree in writing (the “Closing Date”), at the offices of Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. or such other location as the parties shall mutually agree, provided, however, that if the Purchasers' financing is not complete by such date, then the Purchasers may defer the Closing by up to 14 days, in which case the First Payment shall increase by the amount of the interest that shall accrue on the First Payment during such period, at the rate of three-month LIBOR per annum.

(b) Seller Deliverables. At the Closing, each Seller shall deliver or shall cause to be delivered to the respective Purchasers (A) any and all original certificates and instruments evidencing the Shares and the Anti-dilution Warrants and (B) instruments of sale, transfer, conveyance and assignment as the Purchasers as their respective counsel may reasonably request (the items mentioned in sub-clauses (A) and (B) shall be referred to collectively as the “Conveyance Documents”).

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(c) Purchaser Deliverables. At the Closing, the Purchasers, severally and not jointly, shall transfer or cause to be transferred 84.1% of the Consideration payable by such Purchasers (the "First Payment"), in accordance with their respective portions of the Securities as set forth on Schedule I (the “Purchaser Proportions”), to the respective Sellers in accordance with the Sellers’ respective portions of the Securities as set forth on Schedule I (the “Seller Proportions”). The balance of the Consideration shall be referred to herein as the “Withheld Amount”.

2.3 Subsequent Payments.

(a) Interim Installment(s). Subject to Sections 2.3(b) and 2.3(c) below, promptly following each release, if any, of funds from the HP Escrow to the Company pursuant to the HP Agreement (including any amount constituting interest accrued on the escrowed funds), the Purchasers, severally and not jointly, in accordance with their respective Purchaser Proportions, shall transfer an aggregate amount equal to the product of 35.36% of the amount so released, to the respective Sellers in accordance with their respective Seller Proportions. Any amount payable to Sellers pursuant to this Section 2.3(a) or (c), except for any amount paid on account of the interest accrued on the HP Escrow, after making the applicable adjustments pursuant to Section 2.3, shall be increased by 10% of such amount.

(b) Price Adjustment. Any interim installment pursuant to Section 2.3(a) above shall be subject to:

(i)

reduction in the event that any potential receivable of the Company has been finally resolved for an amount (which amount shall include any direct third-party fees and expenses incurred in resolving such matters) less than the amount estimated therefor as set forth in Schedule II; and/or

(ii)

reduction in the event that any potential liability of the Company has been finally resolved for an amount (which amount shall include any direct third-party fees and expenses incurred in resolving such matters) greater than the amount estimated therefor as set forth in Schedule II; and/or

(iii)

increase in the event that any potential receivable of the Company has been finally resolved for an amount (which amount shall include any direct third-party fees and expenses incurred in resolving such matters) greater than the amount estimated therefor as set forth in Schedule II; and/or

(iv)

increase in the event that any potential liability of the Company has been finally resolved for an amount (which amount shall include any direct third-party fees and expenses incurred in resolving such matters) less than the amount estimated therefor as set forth in Schedule II; and/or

(v)

reduction in the event that the Company suffers any claim, liability, loss, cost, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) relating to a matter the grounds for which arose prior to the closing under the HP Agreement and that is not contemplated in Schedule II. Any settlement or payment of any such claim, and expenses shall require the prior written approval of the Sellers, which shall not be unreasonably withheld;

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provided, however, that in the event that any potential receivable or liability of the Company has not been finally resolved but it has become reasonably foreseeable that it likely will be finally resolved for an amount (which amount shall include any direct third-party fees and expenses incurred in resolving such matters) less than the amount estimated therefor as set forth in Schedule II (in the case of a receivable) or greater than the amount estimated therefor as set forth in Schedule II (in the case of a liability), then the amount payable to the Sellers pursuant to this Section 2.3(b) shall be reduced by an appropriate amount pending the final resolution of such matter and the final payment to the Sellers pursuant to Section 2.3(c) below.

Any costs and expenses incurred by the Company with respect to its ongoing operations (including, but not limited to employee compensation and business expenses incurred by employees) and any Losses relating to matters the grounds for which arose following the closing of the HP Agreement shall not require a price adjustment.

The amount of any such reduction or increase pursuant to this Section 2.3(b) shall be equal to the product of 35.36% of the difference between the final resolution amount (or the reasonably foreseeable amount, as the case may be) and the estimated amount set forth in Schedule II, and the amount of any such reduction pursuant to clause (v) above shall be equal to the product of 35.36% of the applicable Losses. Two or more adjustments pursuant to the foregoing clauses shall be aggregated or offset, as the case may be. The parties shall share all information necessary to determine the adjustments contemplated hereby.

(c) Final Payment. Promptly following the final release, if any, of funds from the HP Escrow to the Company pursuant to the HP Agreement, if after making the adjustments contemplated by Section 2.3(b) above, there shall still remain any potential receivables or liabilities of the Company that shall not have been finally resolved, whether or not they have been identified in Schedule II, or constitute potential Losses under Section 2.3(b)(v) above or otherwise, including without limitation, unresolved tax exposures, the parties shall negotiate in good faith to estimate the amounts that the Company would ultimately receive or pay upon final resolution of such matters in order to arrive at a final payment under this Agreement. In the event that the parties are unable to reach an agreement after 30 days following the commencement of negotiations on the matter, then the conflict shall be resolved pursuant to the procedure set forth in Section 9 below. In the event that (i) the final tax liabilities relating to the transaction effected pursuant to the HP Agreement exceeds $1,000,000 and (ii) the required adjustment pursuant to Section 2.3 results in an aggregate net reduction of the amount payable to the Sellers that exceeds the Withheld Amount less any amounts paid to the Sellers pursuant to Section 2.3, then each Seller, pro rata based on its Seller Proportion, shall promptly pay to the Purchasers, pro rata based on their respective Purchaser Proportions, the aggregate amount of such excess, up to a maximum of $354,000 in the aggregate (which equals 35.36% of the maximum amount of $1,000,000).

2.4 Put Option and Call Option.

Commencing on the first anniversary of the Closing Date, (i) the Sellers, severally, shall have the option to sell their respective Put/Call Warrants to the Purchasers, pro rata based on their respective Purchaser Proportions, at a price of $0.50 per warrant, as set forth on Schedule I hereto (the "Put Option"), and (ii) the Purchasers, severally, pro rata based on their respective Purchaser Proportions, shall have the option to purchase the Put/Call Warrants from the respective Sellers, at a price of $0.80 per warrant, as set forth on Schedule I hereto (the "Call Option"). The Put Option or the Call Option shall be exercisable by written notice to both Purchasers or to all the Sellers, as the case may be, which notice shall be irrevocable. Once such notice has been delivered with respect to any Put/Call Warrants, the corresponding option relating to such Put/Call Warrants shall terminate. For the avoidance of doubt, any exercise by any Seller of the Put Option must give equal treatment to both Purchasers, pro rata based on their respective Purchaser Proportions, and any exercise by any Purchaser of the Call Option must give equal treatment to all Sellers, pro rata based on their respective Seller Proportions. Closing of the Put Option or the Call Option transaction shall be ten Business Days from the date of exercise thereof and shall be conditioned upon the receipt of representations and warranties similar to those set forth in Sections 3 and 4 hereof mutatis mutandis, which representations and warranties shall be true and correct in all respects as of the closing date designated for the Put Option or the Call Option transaction. The exercise price per warrant of the Put Option and the Call Option shall be subject to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the exercise date, as well as for any dividends paid by the Company during such period. The Put Option and the Call Option, if either is not exercised prior, shall terminate on the earlier to occur of (i) the second anniversary of the Closing Date and (ii) the date on which the Put/Call Warrants have been listed for trade on a stock market. Neither the Put Option nor the Call Option shall be assignable. Nothing herein shall restrict the ability of any Seller to exercise all or a portion of its Put/Call Warrants pursuant to their terms.

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SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, jointly and severally, hereby represents and warrants to the Purchasers as of the date hereof and the Closing Date, as follows:

3.1 Organization; Authorization; Enforcement. If such Seller is an entity, such Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery by such Seller of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Seller and no further action is required by such Seller. This Agreement has been duly executed by such Seller and constitutes the valid and legally binding obligation of such Seller, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. Fortissimo Capital (Israel-DP) LP, is an Israeli limited partnership in which (i) Freenet A.K. Communications Ltd., a wholly owned subsidiary of Discount Capital Markets Ltd., which is a wholly owned subsidiary of Israel Discount Bank Ltd., holds 99% and (ii) Fortissimo Capital Fund GP LP owns 1%, of the outstanding partnership interests, respectively.

3.2 Ownership of Securities. Such Seller (i) is the sole record owner and legal owner of the Securities set forth opposite such Seller’s name on Schedule I, (ii) has good, valid and marketable title to such Securities free and clear of all Encumbrances and (iii) is conveying such Securities to the Purchasers free and clear of all Encumbrances that it may have created or suffered to exist. Such Seller has neither previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, any of the Securities or any rights thereunder, nor is such Seller party to any agreement other than this Agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, any of the Securities or any rights thereunder. Seller has no reason to believe that the Securities have not been duly and validly issued. When delivered to the Purchasers pursuant to the terms hereof, the Securities shall be fully paid and nonassessable, free and clear of all Encumbrances. Such Seller has delivered to the Purchasers true and complete copies of the Warrants.

3.3 No Conflicts. Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Seller is subject or (B) if such Seller is an entity, any provision of such Seller’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which such Seller is a party or by which such Seller is bound or to which the Securities are or may be bound or affected or result in the imposition of any Encumbrance upon the Securities. Specifically, except as set forth in Schedule 3.3, no Person has a right to sell any securities of the Company in connection with the sale of any of the Securities, and if any Person has, or claims to have, such a right, it shall be the sole obligation of the Sellers. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will give rise to a default or penalty under any loan agreements between the Company and its lending banks.

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3.4 Governmental Consents. Such Seller is not required to give any notice to, make any filings with, or obtain any authorization of any Governmental Authority in order for the parties to execute, deliver or consummate the transactions contemplated by this Agreement.

3.5 Exempt Offering. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4.2, the offer and sale of the Securities as contemplated hereby are, to the best knowledge of the Sellers, exempt from the registration requirements of the Securities Act. Neither such Seller nor any Person acting on its behalf has taken or is, to the knowledge of such Seller, contemplating taking any action which could subject the offering or sale of such Securities to the registration requirements of the Securities Act. Neither such Seller, nor any of its Affiliates, nor any Person acting on their behalf, has engaged, nor will they engage, in any “direct selling efforts” (within the meaning ascribed to such term in Regulation S promulgated under the Securities Act (“Regulation S”)) with respect to the sale of the Securities. The sale of the Securities by such Seller is not part of a plan or scheme to evade the registration requirements of the Securities Act.

3.6 Fees. No fees or commissions will be payable by the Purchasers to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Seller.

3.7 Adequacy of Consideration. Such Seller is aware that the Purchasers in the future may generate greater value with respect to its Securities than such Seller will receive for such Securities pursuant to this Agreement, especially since the Purchasers will become the members of the controlling group of the Company. Such Seller is also aware that the Purchasers may purchase securities of the Company from other shareholders of the Company, including large shareholders, either alone or together with other purchasers, for consideration that may exceed the consideration payable pursuant to this Agreement and/or pursuant to other terms and conditions that may be more favorable to the sellers than the terms and conditions of this Agreement. Such Seller waives any right to receive any consideration for selling its Securities to the Purchasers (other than the consideration specifically payable pursuant to this Agreement) and waives any possible claim against the Purchasers with respect to the fairness of the consideration payable hereunder.

3.8 No Adverse Information. The sale of the Securities pursuant hereto is not prompted by any adverse information concerning the Company that has not been publicly disclosed by the Company.

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SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser, severally but not jointly, hereby represents and warrants to the Sellers, as of the date hereof and the Closing Date, as follows:

4.1 Organization; Authorization; Enforcement. Such Purchaser is an entity duly organized and validly existing under the laws of the jurisdiction of its organization. The purchase by such Purchaser of the Securities has been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed by such Purchaser and constitutes the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors.

4.2 Exempt Offering.

(a) Such Purchaser understands and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Such Purchaser warrants that neither it nor any of its Affiliates nor any Person acting on their behalf has offered or sold, or will offer or sell, any Securities except in an “offshore transaction” in accordance with Regulation S or otherwise pursuant to an exemption from the Securities Act.

(b) No Persons acting on behalf of such Purchaser or any of its Affiliates has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) with respect to the Securities.

(c) Such Purchaser is an experienced investor and is purchasing the Securities for the purpose of investment for its own account and not with a view to distribution or resale, directly or indirectly, to United States persons, in the United States or otherwise in violation of the United States securities laws, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Securities in compliance with applicable securities laws. Such Purchaser is not located in the United States and is not a “U.S. person” (as defined in Regulation S).

(d) The contemplated purchase of the Securities is not part of a plan or scheme to evade the registration provisions of the Securities Act.

4.3 Fees. No fees or commissions will be payable by such Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement based on any arrangement made by or on behalf of such Purchaser.

4.4 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any (A) statute, law regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which such Purchaser is subject or (B) any provision of such Purchaser’s organizational documents (each as amended through the date hereof) or (ii) require any notice or consent under, any agreement to which such Purchaser is a party or by which such Purchaser is bound.

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SECTION 5. ADDITIONAL COVENANTS OF THE PARTIES

5.1 Further Assurance. Each of the parties shall promptly execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its reasonable efforts (i) to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable and (ii) to assist each of the other parties, to the extent practicable and reasonable under the circumstances, to do the same.

5.2 Publicity and Confidentiality. The parties shall not disclose the terms of this Agreement to any third party, nor issue any press release, publicity statement or other public notice relating to this Agreement or the transactions contemplated by this Agreement without first obtaining the prior consent of the other parties to this Agreement, provided that a party shall not be precluded from making such filings or giving such notices as may be required by law or the rules of any stock market, including without limitation, Schedule 13D.

5.3 Dividends and Distributions. Each Seller will promptly pay or transfer to or to the order of the applicable Purchaser, upon receipt by such Seller, any dividend or distribution declared or other rights declared or distributed by the Company in respect of the Securities for which a record date occurs prior, on or after the Closing Date and which are paid or distributed by the Company to the Sellers on or after the date hereof.

5.4 Withholding Tax.

(a) Each of the Purchasers shall be entitled to deduct and withhold from the Consideration otherwise payable pursuant to this Agreement to any Seller the amounts required to be deducted and withheld from any payment pursuant to this Agreement under any applicable law or regulation, provided, however, that if the Sellers obtain a tax ruling and/or exemption from any applicable Governmental Authority in a form reasonably satisfactory to each Purchaser, deduction and withholding of any amounts under the tax laws of such Governmental Authority’s jurisdiction shall be made in accordance with the provisions of such ruling and/or exemption. To the extent that amounts are so withheld by the Purchasers, such withheld amounts (i) shall be remitted by the Purchasers to the applicable Governmental Authority, and (ii) shall be treated for all purposes of this Agreement as having been paid to the applicable Seller in respect of which such deduction and withholding was made by the Purchasers.

(b) Notwithstanding anything to the contrary in this Agreement, since two of the Sellers have applied for, and expect to receive shortly, tax exemptions or rulings from the Israeli Tax Authority (the “ITA”) relating to their respective withholding tax obligations, the parties agree as follows:

(i) the amount withheld by the Purchasers from the First Payment payable to Fortissimo Capital Fund (Israel-DP), LP (“FF DP”) shall be converted to NIS and deposited in an interest bearing deposit, pending receipt of the applicable tax exemption or ruling, provided, however, that nothing herein shall prevent the Purchasers from transfering the withheld amount to the ITA by the deadline therefor puruant to applicable laws and regulations. In the event that FF DP delivers an exemption certificate or tax ruling to the Purchasers, in a form reasonably satisfactory to each Purchaser, prior to said deadline, the Purchasers shall transfer the withheld funds to FF DP and/or the ITA in accordance with said certificate or ruling. Any amounts so transferred to FF DP shall include interest that actually accrued thereon, less any bank charges; and

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(ii) the entire First Payment payable to Fortissimo Capital Fund, LP (“FF Cayman”) shall be withheld by the Purchasers and deposited in the form of US dollars in an interest bearing deposit. In the event that FF Cayman delivers an exemption certificate or tax ruling to the Purchasers, in a form reasonably satisfactory to each Purchaser, the Purchasers shall transfer the withheld funds to FF Cayman and/or the ITA in accordance with said certificate or ruling. In the event that the exemption certificate or tax ruling is delayed, FF Cayman shall be entitled to request that the Sellers transfer the First Payment to it, subject to withholding tax pursuant to applicable laws and regulations. Any amounts so transferred to FF Cayman shall include interest that actually accrued thereon, less any bank charges.

5.5 Notice of Changes. The parties undertake to notify each other promptly upon any change affecting any of their respective representations and warranties in this Agreement or their ability to perform any of their respective obligations hereunder.

5.6 Termination. This Agreement may be terminated by the Purchasers, on the one hand, or by the Sellers, on the other hand, if the Closing shall not have occurred (i) within 60 days from the date of this Agreement, subject to extension by 30 days in the event of any effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction against any of the Sellers (“Injunction”), in which event the relevant Sellers shall act as required under Section 6.4 hereof, or (ii) by such later date as may be agreed upon in writing by the parties hereto; provided, however, that the right to terminate this Agreement under this Section 5.6 shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in the failure of the Closing to occur on or before such date. No such termination shall relieve any party from liability for any prior breach of this Agreement.

5.7 Shareholder Agreement. The Sellers hereby waive their rights to receive notice of, or participate in, any purchases of shares of the Company under Section 8.1 of the Shareholders’ Agreement, dated as of October 31, 2005, among the Sellers and Kanir Joint Investments (2005) Limited Partnership (the “Shareholders Agreement”). Notwithstanding Section 4.1 of the Shareholders Agreement, from the date hereof, each Seller hereby undertakes that it will vote its Shares on any and all matters as instructed by the Purchasers, except for related-party transactions involving the Purchasers and matters that adversely and disproportionately affect the Sellers’ rights and entitlements as compared to the Purchasers’.

5.8 Ongoing Cooperation; Confidentiality. Subject to applicable law, the Sellers and the Purchasers shall meet with each other every one or two months to discuss the status of the open matters set forth in Schedule II hereto and shall cooperate with each other in assisting the Company to wind down its affairs that arose prior closing of the transaction contemplated under, or otherwise relating to, the HP Agreement, including without limitation, ongoing relations with HP, paying banks and other creditors, winding up subsidiaries, resolving litigation and finalizing tax matters. If requests by the Purchasers for the assistance of the Sellers shall require a significant amount of time from the Sellers, then they shall be entitled to reasonable compensation therefor from the Purchasers or the Company, subject to applicable law. Any information obtained by any Seller pursuant to this Section 5.8 or otherwise shall be held in strict confidence. Without limiting the generality of the foregoing, each Seller shall not, and shall each use its best efforts to cause its employees and representatives not to, use information obtained pursuant to this Section 5.8 or otherwise for any purpose unrelated to the computation of the amounts payable to the Sellers pursuant to this Agreement.

5.9 Severability Among the Purchasers. This Agreement is drafted as one agreement with the Purchasers for the sake of convenience only. However, it is confirmed and agreed that there shall be no joint liability among the Purchasers, and a failure to perform by one Purchaser shall not be attached to the other Purchaser, and that, subject to the other terms of this Agreement, the Sellers shall not be entitled to rescind or terminate this Agreement as to those Purchasers who have performed their obligations hereunder. Sellers confirm that they are aware of the severability among the Purchasers.

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SECTION 6. THE PURCHASERS’ CLOSING CONDITIONS

The obligation of each of the Purchasers to purchase the Shares and Anti-Dilution Warrants on the Closing Date, as provided in Section 2 hereof, or to purchase the Put/Call Warrants at the date designated for such closing in accordance with Section 2.4 hereof, in either case shall be subject, in the absence of a written waiver by such Purchaser, to the performance by each Seller of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

6.1 Representations and Warranties. The representations and warranties of each Seller contained in this Agreement shall be true and correct in all respects on and as of the Closing Date as though such warranties and representations were made at and as of such date.

6.2 Compliance with Agreement. Each Seller shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

6.3 Closing Certificate. The Purchasers shall have received a certificate from each Seller, duly executed on such Seller’s behalf, certifying to the satisfaction of the conditions specified in Sections 6.1 and 6.2 and 6.6.

6.4 Injunction. There shall be no effective Injunction issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided. In the event that such an Injunction is issued by a court of competent jurisdiction, the Sellers shall use their best efforts to remove it within 30 days from the date of its issuance. If the same is not removed with respect to one or two Sellers within said 30 days, then the Purchasers shall be entitled to effect the Closing with the other Seller(s), without relieving the enjoined Sellers from any obligations under this Agreement.

6.5 Closing Documents. The Sellers shall have delivered to the Purchasers all instruments and documents required to be delivered by them pursuant to Section 2.2(b) and all such instruments and documents shall be in form and substance reasonably satisfactory to each of the Purchasers.

6.6 Bank Repayment. The Company’s lending banks shall have been repaid in full for all obligations owing to them by the Company, and all agreements between said banks and the Company shall have been terminated.

6.7 Assignment of Registration Rights. The Sellers shall have executed and delivered to the Purchasers assignment documents evidencing the assignment of any and all registration rights relating to the Securities, such documents to be in form and substance reasonably satisfactory to the Purchasers, subject, in each case, to the terms and provisions of the applicable registration rights agreement.

6.9 Director Resignations. As may be requested by the Purchasers, any directors of the Company that were designated by any of the Sellers shall have delivered to the Purchasers, for submission to the Company, a letter of resignation from the Company’s Board of Directors, in form and substance reasonably satisfactory to the Purchasers (to include a waiver of any and all claims which any of the directors has or may have against the Company or against any other Person that has a right to be indemnified by or have any recourse against the Company as a result of such claim being asserted against such Person).

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6.10 Agreement Terminations. The Shareholders Agreement, as well as the Management Agreement, dated as of September 26, 2005, between the Company and Fortissimo Capital Fund GP, LP, shall have been terminated by mutual consent of the parties thereto, such parties waiving any and all claims against the other, without consideration (other than payment of the pro rata portion of the management fee for the period of the fiscal year up to the date of such termination).

SECTION 7. THE SELLERS’ CLOSING CONDITIONS

The obligation of the Sellers to sell the Shares and Anti-Dilution Warrants on the Closing Date, as provided in Section 2 hereof, or to sell the Put/Call Warrants at the date designated for such closing in accordance with Section 2.4 hereof, in either case shall be subject, in the absence of a written waiver by the Sellers, to the performance by each Purchaser of its agreements theretofore to be performed hereunder and to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:

7.1 Representations and Warranties. The representations and warranties of each Purchaser contained in this Agreement shall be true on and as of the Closing Date in all respects as though such warranties and representations were made at and as of such date.

7.2 Compliance with Agreement. Each Purchaser shall have performed and complied in all respects with all agreements, covenants and conditions contained in this Agreement which are required to be performed or complied with by it prior to or on the Closing Date.

7.3 Closing Certificate. The Sellers shall have received a certificate from each Purchaser, duly executed on the Purchaser’s behalf, certifying to the satisfaction of the conditions specified in Sections 7.1 and 7.2.

7.4 Injunction. There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.

SECTION 8. INDEMNIFICATION

8.1 Indemnification by the Sellers. The Sellers shall jointly and severally indemnify, defend and hold harmless each Purchaser, its affiliates and their respective directors, officers, employees or representatives, from and against any and all claims, costs, expenses, damages, liabilities or losses (including, without limitation, from and against any judgment, settlement, reasonable attorneys’ fees and other reasonable out-of-pocket costs or expenses incurred in connection with the defense of any action or threatened action or proceeding) (collectively, “Claims”) to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of the Sellers contained in this Agreement.

8.2 Indemnification by the Purchasers. Each Purchaser, severally and not jointly, agrees to indemnify, defend and hold harmless the Sellers from and against any and all Claims to the extent relating to or arising out of any breach of any representation, warranty, covenant or agreement of such Purchaser contained in this Agreement.

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8.3 Third Party Claims. Promptly after the receipt by any of the Sellers or the Purchasers of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (collectively, an “Action”) which is subject to indemnification pursuant to Section 8.1 or 8.2 above, as applicable, such party (the “Indemnified Party”) shall give written notice of such Action to the party from whom indemnification is claimed (the “Indemnifying Party”). The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8, except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) admit in writing to the Indemnified Party, the Indemnifying Party’s liability to the Indemnified Party for such Action under the terms of this Section 8; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of a release from all liability with respect to such Action. It is hereby clarified and agreed that the Indemnifying Party’s admission referred to in clause (i) above of its liability to the Indemnified Party for an Action filed on the grounds set forth in this Section 8.3 shall not be deemed as an admission that any liability exists by the Indemnifying Party toward any party other than toward the Indemnified Party.

8.4 Survival of Representations and Warranties. The representations and warranties of the Sellers and the Purchasers contained in Sections 3 and 4, respectively, shall survive the Closing.

SECTION 9.DISPUTE RESOLUTION

9.1 General. Any dispute arising out of or relating to this agreement shall be resolved in accordance with the procedures specified in this Section 9, which shall be the sole and exclusive procedures for the resolution of any such disputes; provided, however, that a party may commence legal proceedings and/or seek interlocutory or other conservatory relief whether for the purpose of protecting that party’s rights under applicable limitation or prescription rules or otherwise. For such purposes, each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Tel-Aviv courts, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

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9.2 Direct Negotiation.

(a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly by negotiation between executives.

(b) All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of confidentiality, evidence and professional secrecy.

9.3 Binding Arbitration.

(a) Any controversy or claim not so resolved within 21 days of the commencement of direct negotiations shall be finally settled by arbitration in Israel in accordance with the Israel Arbitration Law, 1968, before a single arbitrator experienced in the disputed matter. The language of the arbitration shall be Hebrew. The arbitrator shall give his reasoned decision in writing, and his decision shall be binding and conclusive on the parties. The parties shall mutually select an arbitrator. If they do not agree on the identity of the arbitrator within an additional seven Business Days, the arbitrator shall be selected by the chairman of the Israeli Society of Certified Public Accountants.

(b) The parties shall endeavor to conclude the arbitration process within four months. If necessary, they shall extend the arbitration period for up to an additional three months. The arbitrator shall apportion the costs of the arbitration as he sees fit, taking into consideration the intent of the parties as set forth herein. The intent of the parties is to have the party who is most at fault for the time and cost of arbitration to be required to pay for the costs thereof in order that each party has economic incentive to work together to resolve any differences that may arise between them.

SECTION 10. MISCELLANEOUS

10.1 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced solely in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof.

10.2 Paragraph and Section Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

10.3 Notices

(a) All communications under this Agreement shall be in writing and shall be delivered by hand or facsimile or mailed by a U.S.- based overnight courier or by registered mail or certified mail, postage prepaid:

if to the Purchasers:

(i) Kanir Joint Investments (2005) Limited Partnership

Erdinast, Ben Natan & Co., Law Offices

4 Berkowitz Street

Museum Tower

Tel Aviv, Israel

Fax: +972-3-777-0101

Attention: Roy Kaner, Adv.

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with a copy to (which shall not constitute notice):

Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.

2 Weizmann Street

Tel-Aviv 64239, Israel

Facsimile: +972-3-608-9855

Attention: Ido Gonen, Adv. and Adam M. Klein, Adv.

(ii) S. Nechama Investments (2008) Ltd.

c/o Caspi & Co. Law Offices

33 Yaavetz Street

Tel Aviv, Israel

Fax: +972-3-796-1001

Attention: Ram Caspi, Adv.

if to the Sellers:

c/o Fortissimo Capital Fund GP L.P.

14 Hamelacha Street Park Affek

P.O.B. 11704

Rosh Haayin 48091 Israel

Fax: (972) 3-915-7411

Attention: Yuval Cohen

(b) Any notice so addressed shall be deemed to be given: if delivered by hand or facsimile, on the date of such delivery (of if such date is not a Business Day, on the next Business Day); if mailed by courier, on the second Business Day following the date of such mailing; and if mailed by registered or certified mail, on the fifth Business Day after the date of such mailing.

10.4 Expenses. The parties acknowledge that, unless otherwise provided herein, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby are the sole responsibility of each respective party and the parties will pay their respective costs and expenses.

10.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. No party shall be entitled to assign this Agreement without the consent of the other parties.

10.6 Entire Agreement; Amendment and Waiver. This Agreement constitutes the entire understandings of the parties hereto and supersedes all prior agreements or understandings with respect to the subject matter hereof among such parties. This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Sellers and the Purchasers. Notwithstanding the foregoing, subject to the applicable securities law, each Purchaser shall be entitled to assign this Agreement to any Affiliates of such Purchaser without such consent, provided that at the time of such assignment, (i) each Seller is given written notice by such Purchaser at the time of such assignment stating the name and address of such assignee, and the number of Securities with respect to which such assignment is being made, and that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation, the provisions of this Section 10.6 and (ii) each assignee shall furnish the Sellers and with the assignee's written agreement to be bound by this Agreement and confirming the accuracy of the representations and warranties set forth in Section 3 with respect to such assignee. Notwithstanding any such assignment, such Purchaser shall continue to be responsible for the timely and full payment of its applicable portion of the Consideration to each Seller.

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10.7 Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not effect the remaining provisions of this Agreement which shall remain in full force and effect.

10.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

10.10 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchasers and the Sellers will be entitled to specific performance under this Agreement.

10.10 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assignees.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF the parties have signed this Securities Purchase Agreement as of the date first hereinabove set forth.

THE PURCHASERS:

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

BY: KANIR INVESTMENTS LTD.

Its General Partner

By:	/s/ Menahem Raphael
	Name: Menahem Raphael
	Title: Director

By:	/s/ Ran Fridrich
	Name: Ran Fridrich
	Title: Director

S. NECHAMA INVESTMENTS (2008) LTD.

By:	/s/ Shlomo Nechama
	Name: Shlomo Nechama
	Title: Director

THE SELLERS:

FORTISSIMO CAPITAL FUND, LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

[First Signature Page to Securities Purchase Agreement]

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FORTISSIMO CAPITAL FUND (ISRAEL), LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

FORTISSIMO CAPITAL FUND (ISRAEL-DP), LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

[Second Signature Page to Securities Purchase Agreement]

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EX-16 4 v108454_ex16.htm

Letter Agreement

March 27, 2008

Fortissimo Capital Fund, LP

Fortissimo Capital Fund (Israel), LP

Fortissimo Capital Fund (Israel-DP), LP

14 Hamelacha Street

Rosh Ha’ayin, Israel

Gentlemen:

Reference is made to (i) the Securities Purchase Agreement dated as of even date herewith among Kanir Joint Investments (2005) Limited Partnership and S. Nechama Investments (2008) Ltd. as the purchasers and you as the sellers, relating to the purchase and sale of ordinary shares and warrants in Nur Macroprinters Ltd., an Israeli company (the “Company”), and (ii) the Term Sheet dated as of September 12, 2005 in which, in connection with your acquisition of control of the Company, you granted a right of co-sale to Bank Hapoalim B.M., Bank Leumi Le-Israel B.M. and Israel Discount Bank Ltd. (collectively, the “Banks”) with respect to warrants to purchase an aggregate of 8,000,000 ordinary shares of the Company at the exercise price of $0.35 per share (the “Co-sale Right”).

The undersigned hereby agree, severally and not jointly, that in the event that any of the Banks exercises its Co-sale Right, in whole or in part, within 14 days of the date hereof, then the undersigned, within 21 days of the receipt of written notice of such exercise, shall purchase from you, concurrently with your purchase from the Banks, the warrants elected to be sold by any such Bank pursuant to its Co-sale Right, at the price of $0.435 per warrant (subject to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the closing date of our purchase of warrants), in the respective amounts set forth in Schedule 1 hereto. This undertaking is subject to our prior review and approval of the documentation governing your purchase of such warrants from the Banks, which shall not be unreasonably withheld or delayed. In no event shall the undersigned be obliged to purchase, or pay any consideration in respect of, more than an aggregate of 8,000,000 warrants of the Company.

This Letter Agreement shall be governed by Israeli law and may be executed in any number of counterparts, each of which will be an original but all of which taken together shall constitute one instrument. This Letter Agreement shall not confer any rights or remedies upon the Banks or any other person other than the parties hereto.

Very truly yours,

/s/ Menahem Raphael
Menahem Raphael

/s/ Ran Fridrich
Ran Fridrich

/s/ Joseph Mor
Joseph Mor

/s/ Shlomo Nechama
Shlomo Nechama

Accepted and agreed as of the

date first written above:

FORTISSIMO CAPITAL FUND, LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

FORTISSIMO CAPITAL FUND (ISRAEL), LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

FORTISSIMO CAPITAL FUND (ISRAEL-DP), LP

By FORTISSIMO CAPITAL FUND GP, L.P.

Its General Partner

By FORTISSIMO CAPITAL (GP) MANAGEMENT LTD.

Its General Partner

By:	/s/ Yuval Cohen
Name: Yuval Cohen
Title: Director

Schedule 1

Allocation among the Purchasers

First, Shlomo Nechama shall purchase up to 3,389,861 warrants.

The balance of up to 4,610,139 warrants, if any, shall be allocated among the purchasers as follows:

Name of Purchaser	Percentage of Balance
Menachem Raphael	16-2/3%
Ran Fridrich	16-2/3%
Joseph Mor	16-2/3%
Shlomo Nechama	50%
Total	100%

EX-17 5 v108454_ex17.htm

Summary of Hebrew-language Loan Documents, dated March 27, 2008

Each of Kanir Joint Investments (2005) Limited Partnership (“Kanir LP”) and S. Nechama Investments (2008) Ltd. (“Nechama Investments”) entered into a separate loan agreement with Israel Discount Bank Ltd. (the “Bank”) in order to finance the purchase of Ordinary Shares of Nur Macroprinters Ltd. (“Ordinary Shares”) and warrants to purchase Ordinary Shares (together, the “Loan Agreements”). According to the Loan Agreements, the Bank will loan each of Kanir LP and Nechama Investments approximately $17.5 million (the “Loans”). The Loans bear interest at the rate of three-month LIBOR plus 1.85% per year, payable quarterly. The principal amount of each Loan is required to be repaid in one installment at the end of a five-year period (the “Loan Period”). According to the terms of the Loan Agreements, $3.1 million of the principal amount of each Loan will be deposited in a bank deposit designated only for the payment of the interest payable during the first approximately 3.5 years of the Loan Period.

The Loan Agreements include several financial covenants and restrictive covenants. The financial covenants require that each borrower maintain a ratio of the Loan balance to the book value of the Pledged Securities held by such borrower of at least 1.0, that the Issuer’s shareholders’ equity be at least the greater of $50 million or 25% of the Issuer’s total assets (according to the Issuer’s financial statements) and that the Issuer maintain a ratio of assets to liabilities (as such terms are defined in the Loan Agreements) of at least 1.7. The restrictive covenants require, among other things, that the Ordinary Shares pledged by each borrower as collateral for its Loan constitute not less than 25.05% of the outstanding share capital of the Issuer and that the Issuer invest only in entities that maintain a positive cash flow from existing operations. The Loan Agreements also include customary provisions events of default, such as payment defaults, bankruptcy defaults and cross defaults, as well as certain mergers and changes of control of the borrower. A bankruptcy or change of control of the largest guarantor would also constitute an event of default of the borrower.

Pursuant to a Deed of Pledge executed by Kanir LP, as collateral for the Loan provided to Kanir LP, the Bank received a first-priority pledge over 19,020,872 Ordinary Shares and warrants to purchase 2,027,426 Ordinary Shares held by Kanir LP (and over any rights, dividends or distributions derived therefrom). Pursuant to Guaranty Agreements executed by partners in Kanir LP, the Bank also received personal guarantees in an aggregate amount of $7.5 million, pro rata to the respective interests of such partners in Kanir LP.

Pursuant to a Deed of Pledge executed by Nechama Investments, as collateral for the Loan provided to Nechama Investments, the Bank received a first-priority pledge over19,021,547 Ordinary Shares held by Nechama Investments (and over any rights, dividends or distributions derived therefrom). Pursuant to a Guaranty Agreement executed by Mr. Shlomo Nechama, the Bank also received a personal guarantee in the amount of $7.5 million.

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The collateral provided by each of Kanir LP and Nechama Investments secure the performance of its own obligations to the Banks under its Loan Agreement. However, in the event of a default of any of Kanir LP or Nechama Investments (the “Defaulting Borrower”), the Bank will be entitled to foreclose on the securities pledged by both borrowers (the “Pledged Securities”). However, in the event of a default by only one borrower, the second borrower will have the option to purchase the Defaulting Borrower’s Pledged Securities, for no consideration to the Defaulting Borrower, provided that the second borrower either (i) repays of all the outstanding principal and accrued interest under the Defaulting Borrower’s Loan Agreement or (ii) repays the obligations due to the Bank pursuant to the Defaulting Borrower’s Loan Agreement as of the date of default and assumes the Defaulting Borrower’s rights and obligations pursuant to such Loan Agreement, including the provision of satisfactory personal guarantees.

EX-18 6 v108454_ex18.htm

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: March 31, 2008

KANIR JOINT INVESTMENTS (2005) LIMITED PARTNERSHIP

By: KANIR INVESTMENTS LTD., its General Partner


By: /s/ Menahem Raphael
Name: Menahem Raphael
Title: Director


By: /s/ Ran Fridrich
Name: Ran Fridrich
Title: Director

KANIR INVESTMENTS LTD.


By: /s/ Menahem Raphael
Name: Menahem Raphael
Title: Director


By: /s/ Ran Fridrich
Name: Ran Fridrich
Title: Director


/s/ Menahem Raphael
Menahem Raphael


/s/ Ran Fridrich
Ran Fridrich

NECHAMA INVESTMENTS (2008) LTD.


By: /s/ Shlomo Nechama
Name: Shlomo Nechama
Title: Director


/s/ Shlomo Nechama
Name: Shlomo Nechama
Shlomo Nechama