Cruttenden Xxxx Incorporated. Total........................ ------- ----------- --------- ------- ----------- ---------
Cruttenden Xxxx Incorporated. [___] Xxxxxx/Hunter Incorporated ............................... [___] Total............................................. 2,000,000 - 1 - SCHEDULE B Number of Maximum Selling Stockholder Firm Number of Common Optional Common Shares Shares to be Sold to be Sold Xxxx Gang c/o AlphaNet Solutions, Inc. 0 Xxxxxxxxx Xxxxxx 635,000 95,250 Xxxxx Xxxxxx, Xxx Xxxxxx 00000 The Gang Annuity Trust 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx, Esq. 215,000 32,250 ------- ------- Total: 850,000 127,500 EXHIBIT A Opinion of counsel for the Company to be delivered pursuant to Section 5(d) of the Underwriting Agreement. References to the Prospectus in this Exhibit A include any supplements --------- thereto at the Closing Date.
Cruttenden Xxxx Incorporated. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and 14 denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If Cruttenden Xxxx Incorporated so elects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by Cruttenden Xxxx Incorporated. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at a public offering price of $_____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth on the front cover page (insofar as such information relates to the Underwriters) concerning stabilization, over-allotment and passive market making by the Underwriters, and under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Selling Shareholders that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Cruttenden Xxxx Incorporated. By: ------------------------------ Its -------------------------- Acting severally on behalf of itself and the several Underwriters named in Schedule I hereto SCHEDULE I UNDERWRITERS NUMBER OF OFFERED SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- SCHEDULE II SELLING STOCKHOLDERS SCHEDULE III PERSONS SUBJECT TO LOCKUP AGREEMENTS NAME LOCKUP PERIOD ---- -------------
Cruttenden Xxxx Incorporated. By: By: ---------------------------- ------------------------------ Name: Name: Title: Title: Date: Date: Exhibit A Recommendation Letter February 23, 1999 Josephthal & Co., Inc. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Nur Macroprinters X.X. Xxx 0000 Xxxxxx Xxxxxxxxx 00000 Xxxxxx Ladies and Gentlemen: We have agreed to serve as a "qualified independent underwriter" within the meaning of Rule 2720 ("Rule 2720") of the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the registration under the Securities Act of 1933, as amended, by Nur Macroprinters Ltd., an Israeli corporation (the "Company") on Form F-1, registration No. 333-66103 (the "Registration Statement"), of approximately 6,583,819 Ordinary Shares, and the offering and sale of those shares by certain selling security holders (the "Offering"). We consent to the description in the Registration Statement and related Prospectus relating to the Offering of ourselves and our role as "qualified independent underwriter" of the Offering as such description appeared in the form of Registration Statement that was declared effective by the SEC. In our capacity as qualified independent underwriter, we participated in the preparation of the Registration Statement and Prospectus relating to the Offering and have exercised the usual standards of "due diligence" with respect thereto. In the course of our due diligence, we have relied upon and assumed, without independent verification, the accuracy and completeness of all documents concerning the Company provided to us by the Company and its representatives and all statements made to us by the Company and its representatives regarding the Company and its business. Our recommendation is based on economic, market, financial and other conditions as they exist and can be evaluated on the date hereof, and also on the terms of the Offering and the conditions and circumstances of the Company as described in the Registration Statement at the time it was declared effective by the SEC. Changes in the terms of the Offering or the condition and circumstances of the Company or the market for its stock, as well as events occurring after the date hereof, including changes in the markets in which the Company operates, could materially affect our recommendation. As such, our recommendation speaks only as of the date hereof and we shall not be obligated or required hereafter to reaffirm or revise our recommendation or otherwise to comment upon ...
Cruttenden Xxxx Incorporated. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Schedule I to Qualified Independent Underwriter Agreement
Cruttenden Xxxx Incorporated. Total ------------------
Cruttenden Xxxx Incorporated. By: /s/ Xxxxx X. Xxxxxxx ------------------------------ Confirmed and Agreed to: Geographics, Inc. By: /s/ Xxxxxx X. Xxxxx ------------------------------ Title: Chairman & C.E.O. --------------------------- Date: 8/11/97 ---------------------------- EXHIBIT I CRI will be acting on behalf of Geographics, Inc. (the "Company") in connection with the services or matters that are the subject of the Agreement to which this Exhibit I is attached. Accordingly, the Company agrees to indemnify and hold harmless CRI and CRI's affiliates, the respective directors, officers, agents and employees of CRI and CRI's affiliates, and each other person, if any, controlling CRI or any of CRI's affiliates (collectively the "Indemnified Persons"), from and against any losses, claims, damages, liabilities or expenses (or actions, including shareholder actions, in respect thereof) related to or arising out of such engagement or CRI's role in connection therewith, and will reimburse the Indemnified Persons for all expenses (including out-of-pocket expenses, CRI's customary hourly charges for time expended in defending or preparing to defend any action or legal proceeding and CRI's counsel fees and expenses) as they are incurred by the Indemnified Persons in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which CRI or any Indemnified Person is a party. The Company will not, however, be responsible for any losses, claims, damages, liabilities or expenses which are finally judicially determined to have resulted primarily from CRI's willful misconduct or gross negligence. The Company also agrees that none of the Indemnified Persons shall have any liability to the Company for or in connection with the services or matters pertaining to the Agreement except for any such liability for losses, claims, damages, liabilities or expenses incurred by the Company that results primarily from CRI's willful misconduct or gross negligence. If the forgoing indemnity is unavailable or insufficient to hold the Indemnified Persons harmless, then the Company shall contribute to the amount paid or payable by the Indemnified Persons, in respect of the Indemnified Persons, for losses, claims, damages, liabilities or expenses in such proportion as appropriately reflects the relative benefits received by, and fault of, the Company, on the one hand and the Indemnified Persons, on the other, in connection with t...
Cruttenden Xxxx Incorporated. TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . 3,105,000 1. Underwriter Number of ----------- Option Shares To Be Purchased --------------- Xxxxxxxxx & Company, Inc. . . . . . . . . . . . . . . . .
Cruttenden Xxxx Incorporated. TOTAL . . . . . . . . . . . . . . . . . . . . . . 405,000 2. SCHEDULE III Schedule of Lock-up Agreement Signatories Xxxxxxx Xxx Xxxxxxx X. & Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxx Xxxxx X. Xxxxxxxxx Xxxxxx X. XxXxxxx Xxxxxx X. and Barsha M. Long Matrix Partners II, L.P. Xxxxx XxXxxxxxx Xxxxxxx X. Xxxxxxxx The Xxxxxx Organization III L.P. Xxxxxx X. Scroop Seagate Technologies, Inc. Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
