Letter Agreement March 27, 2008
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 Xxxxx Joint Investments (2005) Limited Partnership and S. Xxxxxxx
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/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx | |
| /s/ Ran Xxxxxxxx | |
| Ran Xxxxxxxx | |
| /s/ Xxxxxx Mor | |
| Xxxxxx Mor | |
| /s/ Xxxxxx Xxxxxxx | |
| Xxxxxx Xxxxxxx |
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/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| 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/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| 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/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Director | ||
2
Schedule
1
Allocation
among the Purchasers
First,
Xxxxxx Xxxxxxx 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
|
|
Xxxxxxxx
Xxxxxxx
|
16-2/3%
|
|
Ran
Xxxxxxxx
|
16-2/3%
|
|
Xxxxxx
Mor
|
16-2/3%
|
|
Xxxxxx
Xxxxxxx
|
50%
|
|
Total
|
100%
|
3
