Untitled Document




   	 
	 	 


Exhibit 4.14



     Form of Warrant Agreement, dated March 31, 2004 

between the Registrant and the Placement Agent (Matthew Norton)










WARRANT 



THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, PLEDGE, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW. 



to purchase 


Ordinary Shares 

of 



NUR MACROPRINTERS LTD. 

at a price of $0.62 per share 



VOID AFTER 17:00 p.m. (prevailing Tel Aviv time) 

On the Expiration Date (as hereinafter defined) 



in favor of 



 	March 31, 2004 



NUR MACROPRINTERS LTD., an Israeli company with its principal offices at 12 Abba Hillel Silver Street, Lod, Israel (the "Company"), hereby
grants to Matthew Norton (the "Holder"), the right to purchase, subject to the terms and conditions hereof, up to three thousand (3,000) of the Company's Ordinary Shares, par value NIS 1.00
per share ("Ordinary Shares"), exercisable at any time from time to time, on or after the date hereof (the "Effective Date"), and
until the fifth anniversary of such date (the "Expiration Date"). 



Hereinafter: (i) the Ordinary Shares purchasable hereunder or any other securities which may be issued by the Company in substitution therefor, are referred to as the "Warrant Shares"; (ii) the price of sixty two cents ($0.62) payable hereunder for each of the Warrant Shares, as adjusted in the manner set forth hereinafter, is referred to as the "Exercise Price" and (iii) this Warrant and all warrants hereafter issued in exchange or substitution for this Warrant are referred to as the "Warrants". The Exercise Price and the number of
Warrant Shares are subject to adjustment as hereinafter provided. 










1. Warrant Period; Exercise of Warrant


	   1.1.      (a)
	 This Warrant may
        be exercised in whole at any time, or in part from time to time, beginning
        on the date hereof
        until the Expiration Date (the "Warrant Period"),
        by the surrender of this Warrant (with a duly executed exercise form
        in the form attached at the end hereof as Exhibit
        A), along with the Exercise Certificate
        or the Exercise Opinion (each as defined in Section 1.1(b) below), at the
        principal office of the Company, set forth above, together with proper
        payment of the Exercise Price multiplied by the number of Warrant Shares
        for which the Warrant is being exercised. Payment for Warrant Shares shall
        be made by certified or official bank check or checks, payable to the order
        of the Company or by wire transfer to an account to be designated in writing
    by the Company. Payments shall be made in United States dollars.  

	
	

	              (b)

     
	In addition
         to the method of exercise set forth in Section 1.1(a) hereof, each Holder
         shall have the right to exercise the Warrant in whole or in part and,
         upon such exercise, to receive for each Warrant surrendered a fraction
         of one Ordinary Share as shall be determined by the formula set forth
         below, with no cash payment required other than a payment of Equivalent
         Par Value (as defined below) for each Ordinary Share issued upon the
         exercise of the
  Warrant in accordance with this Section 1.1(b). The number of Ordinary Shares
         the Holder shall be entitled to receive shall upon the exercise of the
         Warrant and surrender of the related warrant certificate in accordance
         with this Section 1.1(b) shall be equal to the product of (x) the total
         number of Ordinary Shares exchangeable for the Warrants being exercised
         (assuming exercise in accordance with Section 1.1(a)) multiplied by
         (y) a fraction, the numerator of which is the aggregate Market
  Price (as defined below) of such Ordinary Shares plus Equivalent Par Value
         less the aggregate Exercise Price therefore, and the denominator of
         which is such aggregate Market Price. Upon exercise of the Warrants
         pursuant to this Section 1.1(b), the warrants so exercised shall no
         longer be exercisable. Solely for the purpose of this paragraph, "Equivalent Par Value" shall
         be an amount in U.S. Dollars equal to NIS 1.0 based on the Representative
         Rate of the U.S. Dollar as published by the Bank of Israel on the date
         of payment. Solely for the purposes of this paragraph, Market Price
         shall be calculated as the average of the five trading days immediately
         preceding the date on
  which the form of exercise attached (Exhibit A) is deemed to have been sent
         to the Company. For the purposes of this paragraph, "Market Price" shall
         be deemed to be the last reported sale price of the Ordinary Shares,
         or if no such reported sale takes place on such day, the average of
         the last reported sale prices for the last three (3) trading days.

   

	
	

	              (c)

     
	The Holder of a Warrant, by its acceptance thereof, covenants and agrees that the Warrants described herein are being acquired as an investment and not with a view to the distribution thereof and such Holder
  further covenants

   









	

  
	 and agrees that
            it will not sell, transfer, pledge, assign, or hypothecate the Warrant
            or the ordinary shares issueable upon exercise of the Warrant unless
            there is an effective registration statement under the Securities Act
            of 1933 covering the Warrant or the ordinary shares issueable upon
            exercise of the Warrant, or the Holder of the Warrant and/or the ordinary
            shares receives an opinion of counsel satisfactory to the Company stating
            that such sale, transfer, pledge, assignment, or hypothecation is exempt
            from the registration and prospectus delivery requirements of the Securities
    Act of 1933 and the qualification requirements under applicable law. 

	
	

	   1.2. 
	 If this Warrant should be exercised
          in part, the Company shall, upon surrender of this Warrant for cancellation,
          execute and deliver a new Warrant evidencing the rights of the Holder
          to purchase the remainder of the Ordinary Shares purchasable hereunder.
          The Company shall pay any and all expenses, taxes and other charges that
          may be payable in connection with the issuance of the Warrant Shares
          and the preparation and delivery of share certificates pursuant to this
          Section 1 in the name of the Holder (including without limitation the
          applicable stamp duty), and to the extent required, the execution and
          delivery of a new Warrant, provided, however, that the Company shall
          only be required to pay taxes which are due as a direct result of the
          issuance of the Ordinary Shares or other securities, properties or rights
          underlying such Warrants (such as the applicable stamp duty), and will
          not be required to pay any tax which may be (i) due as a result of the
          specific identity of the Holder or (ii) payable in respect of any transfer
          involved in the issuance and delivery of any such certificates in a name
          other than that of the Holder and the Company shall not be required to
          issue or deliver such certificates unless or until the person or persons
          requesting the issuance thereof shall have paid to the Company the amount
          of such tax or shall have established to the satisfaction of the Company
    that such tax has been paid.  

	
	

	   1.3. 
	 No fractions of Ordinary Shares shall
          be issued in connection with the exercise of this Warrant, and the number
          of Ordinary Shares issued shall be rounded down to the nearest whole
      number.
            

      Upon the issuance of Ordinary Shares resulting from
            the exercise in whole or in part of this Warrant, the Company shall deliver
            to the Holder an irrevocable letter of instructions to the Company's
            transfer agent to issue as soon as is reasonably practicable to the Holder
            share certificates reflecting the Warrant Shares exercised thereby, together
            with any and all other documents required for the issuance of such certificates
    by the transfer agent.   



	 	 
	2. Reservation of Shares
	 	The Company covenants that: (i) at all times during
        the Warrant Period it shall have in reserve, and will keep available solely
        for issuance or delivery upon exercise of the Warrant, such number of Ordinary
        shares as shall be issuable upon the exercise thereof, and (ii) upon exercise
        of the Warrant and payment of the Exercise Price therefor, the Warrant
        Shares issuable upon such exercise will be validly issued, fully paid,
        non

    



 

 

 

 








    

	    	assessable,
          free and clear from any lien, encumbrance, pledge or any other third
    party right and not subject to any preemptive rights. 


 

3. Adjustments to Exercise Price and Number of Securities

	   3.1.

    	
      Subdivision and Combination.
        In case the Company shall at any time subdivide or combine the outstanding
        Ordinary Shares, the Exercise Price shall forthwith be proportionately
        decreased in the case of subdivision or increased in the case of combination.

  

    
	 	 
	   3.2.	Stock Dividends and Distributions.
          In case the Company shall pay a dividend on, or make a distribution of,
          Ordinary Shares or of the Company's capital stock convertible into Ordinary
          Shares, the Exercise Price shall forthwith be proportionately decreased.
          An adjustment made pursuant to this Section 3.2 shall be made as of the
    record date for the subject stock dividend or distribution.  

	 	 
	   3.3. 	Adjustment in Number of Securities.
          Upon each adjustment of the Exercise Price pursuant to the provisions
          of this Section 3, the number of Ordinary Shares issuable upon the exercise
          of each Warrant shall be adjusted to the nearest full amount by multiplying
          a number equal to the Exercise Price in effect immediately prior to such
          adjustment by the number of Ordinary Shares issuable upon exercise of
          the Warrants immediately prior to such adjustment and dividing the product
    so obtained by the adjusted Exercise Price.  

	 	

	   3.4. 	Definition of Ordinary Shares.
          For the purpose of this Warrant, the term "Ordinary Shares" shall mean
          (i) the class of stock designated as Ordinary Shares in the Articles
          of Association of the Company as may be amended as of the date hereof,
          or (ii) any other class of stock resulting from successive changes
          or reclassifications of such Ordinary Shares consisting solely of changes
          in nominal value, or from nominal value to no nominal value, or from
    no nominal value to nominal value.  

	 	

	   3.5.	No Adjustment of Exercise Price in Certain Cases. No
          adjustment of the Exercise Price shall be made if the amount of said
          adjustment shall be less
            than 2 cents ($.02) per Ordinary Share, provided, however, that in
            such case any adjustment that would otherwise be required then to
          be made shall be carried forward and shall be made at the time of and
            together with the next subsequent adjustment which, together with
          any
            adjustment so carried forward, shall amount to at least 2 cents ($.02)
    per Ordinary Share.  

	 	

	   3.6.	Merger or Consolidation.
          In case of any consolidation of the Company with or merger of the Company
          with, or merger of the Company into, (other than a merger which does
          not result in any reclassification or change of the outstanding Ordinary
          Shares), the Company shall cause the corporation formed by such consolidation
          or merger to execute and deliver to the Holder a supplemental warrant
          agreement providing that the Holder of the Warrant then outstanding or
          to be outstanding shall have the right thereafter (until the expiration
          of such Warrant) to receive, upon exercise of such Warrant, the kind
    and amount of shares of stock and other 



 







 


	 	securities
          and property receivable upon such consilidation or merger, by a holder
          of the number of Ordinary Shares of the Company for which such Warrant
          might have been exercised immediately prior to such consolidation,
          merger, sale or transfer. Such supplemental warrant agreement shall
          provide for adjustments which shall be identical to the adjustments
          provided in Section 3. The above provision of this Subsection shall
          similarly apply to successive consolidations or mergers.  

    


	 	 
	4.
  	Notices to Warrant Holders. Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a
  stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the Expiration Date, any of the following
  events shall occur:

   

	 	 	 
	 	(a)

     
	the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution
  payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

   

	 	 	 
	 	(b)

     
	the Company shall offer to all the holders of its Ordinary Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company,
  or any option, right or warrant to subscribe therefor; or

   

	 	 	 
	 	(c)

     
	a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall
  be proposed;

   

	 	 	 
	 	 then, in any one or more of said events,
        the Company shall give to the Holder written notice of such event at least
        fifteen (15) days prior to the date fixed as a record date or the date
        of closing the transfer books for the determination of the stockholders
        entitled to such dividend, distribution, convertible or exchangeable securities
        or subscription rights, or entitled to vote on such proposed dissolution,
    liquidation, winding up or sale.  



	 	 
	5.
  	Non-Transferability

	 	(a)
  	The Holder
         covenants and agrees that the Warrants are being acquired as an investment
         and not with a view to the distribution thereof. The Holder shall not
         sell, transfer, assign, encumber, pledge or otherwise dispose or undertake
         to dispose of ("Sell")
         the Warrants until the first anniversary of the Effective Date. Thereafter,
         the Holder may, subject to applicable securities laws, Sell, all or
         any portion of the Warrants, provided that the Holder may only Sell
         the Warrants on two occasions, to no more than five (5) transferees
         on each occasion, provided further that on the second such occasion
         the Holder shall reimburse the Company with
  any and all direct costs incurred by the Company connected with such sale,
         transfer or assignment including any reasonable registration costs.

   









	 	(b)

  	Unless
            registered, the Warrant Shares issued upon exercise of the Warrants
            shall be subject to a stop transfer order and the certificate or certificates
            evidencing such Warrant Shares shall bear legend substantially similar
            to
  the following:


	 	 
	 	 "THE SHARES REPRESENTED
            BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT. ACCORDINGLY,
            SUCH SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A REGISTRATION
            STATEMENT UNDER SUCH ACT, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH
    ACT."  





	6.

     
	Loss, etc. of Warrant

   

	
	Upon receipt of evidence satisfactory
         to the Company of the loss, theft, destruction or mutilation of this Warrant,
         and of indemnity reasonably satisfactory to the Company, if lost, stolen
         or destroyed, and upon surrender and cancellation of this Warrant, if
         mutilated, and upon reimbursement of the Company's reasonable direct expenses,
         the Company shall execute and deliver to the Holder a new Warrant of like
         date, tenor and
  denomination.

   

	 	 
	7.

     
	Registration Rights

   

	
	Holders of the Ordinary Shares shall be
         entitled to registration rights pursuant to the Registration Rights Agreement
      attached hereto as Exhibit B.

   

	 	 
	8.

     
	Headings

   

	
	The headings of this Warrant have been
         inserted as a matter of convenience and shall not affect the construction
      hereof.

   

	 	 
	9.

     
	Notices

   

	
	Unless otherwise provided, any notice
         required or permitted under this Warrant shall be given in writing and
         shall be deemed effectively given upon personal delivery to the party
         to be notified or seven (7) days after deposit with the Post Authority,
         for dispatch by registered or certified mail, postage prepaid and addressed
         to the Holder at the address set forth in the Company's books and to the
         Company at the address of its principal offices set forth above, or when
         given by telecopier or other form of rapid written communication, provided
      that confirming copies are sent by such airmail.

   









	10.

  	Governing Law

    
	 	This Warrant shall
          be governed by and construed and enforced in accordance with the laws
          of the State of Israel
          (regardless of the laws that might otherwise govern under  applicable
          Israel principles of conflicts of law). Anything to the contrary notwithstanding,
          the provisions of this Section 10 shall not apply to the Registration
          Rights schedule, which shall be subject to the provisions thereof.  

    

	 	 
	11.

  	Entire Agreement; Amendment and Waiver
	 	This Warrant and the schedule hereto constitute the
        full and entire understanding and agreement between the parties with regard
        to the subject matters hereof and thereof. Any term of this Warrant may
        be amended and the observance of any term hereof may be waived (either
        prospectively or retroactively and either generally or in a particular
        instance) only with the written consent of both the Holder
  and the Company.

    




IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above. 



NUR Macroprinters Ltd. 



By: ________________________

Name: David Amir

Title:    Chief Executive Officer


Agreed and Accepted: 



_____________________
 Matthew Norton 










Exhibit A 



Warrant Exercise Form 



 	Date: ____________________



To: Nur Macroprinters Ltd.



Re: Exercise of Warrant 



The undersigned hereby irrevocably elects to exercise the
attached Warrant to the extent of ___________________ Ordinary Shares of Nur
Macroprinters Ltd. all in accordance with section 1.1(b) of the Warrant. Payment
to the Company
of the total purchase price for such shares has been made simultaneously with
the delivery of this exercise of warrant. The undersigned requests that certificates
for such Ordinary Shares be registered in the name of
____________________ whose address is ____________________ and that such certificates
be delivered to whose address is _____________________________ . 


By: ___________________











Exhibit B 



REGISTRATION RIGHTS AGREEMENT 



This Registration Rights Agreement (this "Agreement") is made as of the 31 day of March, 2004 (the "Effective Date") by and among NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hillel Silver Street, Lod, Israel (the "Company"); and the Investors listed on Schedule 1 hereto, each such Investor being an ‘accredited investor’, as defined in Regulation §230.501 under the Securities Act (defined below). Each Investor is referred to in this Agreement as a "Holder", and collectively as the "Holders". 



RECITALS:


 

	WHEREAS
	the Company and Rockwood,
          Inc. (the "Placement Agent")
          entered on _________ , 2003 into a letter agreement (the "Letter
          Agreement") pursuant to which the Placement
          Agent rendered to the Company certain financial services in connection
          with the Convertible Loan secured by the Company on October 2003 (the "Convertible
    Loan"); 

	WHEREAS	the Letter Agreement provides, among others, that
        upon conversion of the Convertible Loan or a portion thereof, the Company
        will grant the Placement Agent warrants (the "Warrants") exercisable into Ordinary
        Shares of the Company, of nominal value NIS 1.00 each (the "Conversion
    Shares"); and  
	WHEREAS	the Letter Agreement further provides that the Conversion
    Shares shall have piggyback registration rights; and 
	WHEREAS	the Placement Agent assigned its rights for the Warrants
    to the Holders; and 
	WHEREAS	the Company hereby undertakes to register the Conversion
        Shares under the terms and subject to the condition set forth in this
    Agreement. 


NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 

	1. 	Definitions.
	 	Unless otherwise defined herein, all capitalized terms
        shall have the meanings ascribed thereto in the Warrants. As used herein,
        the following terms have the following meanings:

    

	 	 
	 	 "Commission" refers
    to the Securities and Exchange Commission.  
	 	 
	 	 "Effective Date" means
    the date of the closing of the Convertible Loan. 


 







 


	 	"Register", "registered",
          and "registration" refer
          to a registration effected by filing a registration statement in compliance
          with the Securities Act and the declaration or ordering by the Commission
          of effectiveness of such registration statement, or the equivalent
    actions under the laws of another jurisdiction.  

	 	

	 	 "Registrable Shares" means
          the Conversion Shares issued or issuable to the Holders upon exercise
    of the Warrants.  

	 	

	 	 "Securities Act" shall
          mean the U.S. Securities Act of 1933, as amended, or any similar federal
          statute, and the rules and regulations of the Commission thereunder,
          all as
  the same shall be in effect at the time.  



	 	 
	2.
  	Incidental Registration.

	 	If the Company at any time
      following the Effective Date, proposes to register any of its securities,
      (other than a registration statement on Form S-8 or any successor form
      for securities to be offered to employees of the Company pursuant to any
      employee benefit plan or a registration statement on form F-4 or any other
      successor form), for its own account or for the account of any other person,
      it shall give notice to the Holders of such intention. Upon the written
      request of Holders, given within twenty (20) days after receipt of any
      such notice, the Company shall include in such registration all of the
      Registrable Shares indicated in such request, so as to permit the disposition
      of the shares so registered in the manner requested by the Holders. Notwithstanding
      any other provision of this Section 2, with respect to an underwritten
      public offering by the Company, if the managing underwriter advises the
      Company in writing that marketing or other factors require a limitation
      of the number of shares to be underwritten, then there shall be excluded
      from such registration and underwriting to the extent necessary to satisfy
      such limitation, shares held by the Holders and by other shareholders of
      the Company who are entitled to have their shares included in such registration,
      pro rata among them to the extent necessary to satisfy such limitation.
      To the extent Registrable Shares are excluded from such underwriting, the
      Holders shall agree not to sell their Registrable Shares included in the
      registration statement for such period, not to exceed 180 days, as may
      be required by the managing underwriter, and the Company shall keep effective
      and current such registration statement for such period as may be required
      to enable the Holders to complete the distribution and resale of their
      Registrable Shares. Notwithstanding the provisions of this Section 2, the
      Company shall have the right at any time after it shall have given notice
      to the Holders, to elect not to file any such proposed registration statement;
      provided, however, that each key officer and director of the Company and
      each person who, at the time of the proposed filing of such public offering,
      beneficially owns 1% or more of the outstanding capital stock of the Company,
    on a fully-converted, fully-diluted basis, shall enter into the same agreement.
	 	 
	3.
  	Termination of Registration Rights.

	   
	3.1.	The Holders shall not be entitled to exercise
       any right provided for in Section 2 hereof, after four (4) years following
    the Effective Date.










 


	 

    	3.2.	In addition, the right of
          the Holders to request registration pursuant to Section 2 shall terminate
          upon such date that all Registrable Shares held or entitled to be held
          upon exercise by the Holders may be sold under Rule 144(k) (or any successor
    rule). 



	 	 
	4.
  	Designation of Underwriter.

	 	The Company
      shall have the right to designate the managing underwriter.

   

	 	

	5.
  	Expenses.

   

	 	All expenses incurred in connection
      with any registration under Section 2 shall be borne by the Company, provided
      however, that the Holders shall pay their pro rata portion of the discounts
    payable to any underwriter.
	 	

	6.
  	Indemnities. If any Registrable Shares are included in a registration statement pursuant to this Agreement:

   

	 	 6.1.
	 The Company
        will indemnify and hold harmless, to the fullest extent permitted by
        law,
          each Holder, any underwriter (as
          defined in the Securities Act) for such Holder, and each person, if
        any, who controls such Holder or such underwriter (collectively and individually
          referred to as the "Indemnified Party"),
          from and against any and all losses, damages, claims, liabilities, joint
          or several, costs, and expenses (including any amounts paid in any settlement
          effected with the Company’s consent, which consent will not be
          unreasonably withheld) to which such Indemnified Party may become subject
          under applicable
          law or otherwise, insofar as such losses, damages, claims, liabilities
          (or actions or proceedings in respect thereof), costs, or expenses
          arise out of are based upon (i) any untrue statement or alleged untrue
          statement
          of any material fact contained in the registration statement or included
          in the prospectus, as amended or supplemented (including, in each case,
          all documents incorporated by reference therein, as such documents
          may have been updated by later dated documents), or (ii) the omission
          or
          alleged omission to state therein a material fact required to be stated
          therein
          or necessary to make the statements therein, in light of the circumstances
          in which they are made, not misleading or
          (iii) any violation or alleged violation by the Company of the Securities
          Act or the Securities and Exchange Act of 1934, as amended (the "Exchange
          Act"), or any rules or regulations promulgated
          thereunder, and the Company will reimburse each Indemnified Party,
          promptly upon demand, for any reasonable legal or any other expenses
          incurred
          by them in connection with investigating, preparing to defend, or defending
          against, or appearing as a third-party witness in connection with such
          loss, claim, damage, liability, action, or proceeding; provided, however, that
          the Company will not be liable in any such case to the extent that any
          such loss, damage, liability, cost, or expense arises solely out of or
          is based solely upon an untrue statement or alleged untrue statement, or
          omission or alleged omission, so made in conformity with information furnished
    to the Company by the Indemnified Party, in writing, 



 







	 	 	specifically for inclusion therein; provided, further, that
          this indemnity shall not be deemed to relieve any underwriter of any
          of its due diligence obligations; and provided, further, that
          the indemnity agreement contained in this Section 6.1 shall not apply
          to amounts paid in settlement of any such claim, loss, damage, liability,
          or action if such settlement is effected without the Company’s
          consent, which consent will not be unreasonably withheld. Such indemnity
          shall
          remain in full force and effect regardless of any investigation made
          by or on behalf of the Indemnified Party, and regardless of any sale
          in connection with such offering by such Holder. Such indemnity shall
    survive the transfer of securities by a Holder.  

	 	 	 
	 	
      6.2.

    	 Each
          Holder participating in a registration hereunder will indemnify and
          hold harmless the Company its Executive Officers, Directors, any underwriter
          for the Company, and each person, if any, who controls the Company
          or such
underwriter (collectively and individually, the "Indemnifiable
Parties"), from and against any and all losses,
damages, claims, liabilities, costs, or expenses (including any amount paid in
any settlement effected with such Holder’s consent, which consent will not
be unreasonably withheld) to any Indemnifiable Party may become subject under
applicable law or otherwise, insofar as such losses, damages, claims, liabilities
(or actions or proceedings in respect thereof), costs, or expense arise out of
or are based on (i) any untrue statement or
alleged untrue statement of any material fact contained in the registration statement
or included in the prospectus, as amended or supplemented (including,
in each case, all documents incorporated by reference therein, as such documents
may have been updated by later dated documents), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they are
made, not
misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act
or the Securities and Exchange Act, or any rules or regulations promulgated thereunder
and such Holder will reimburse each Indemnifiable Party, promptly upon demand,
for any reasonable legal or other expenses incurred by such Indemnifiable Party
in connection with investigating, preparing to defend, or defending against,
or appearing as a third-party witness in connection with such loss, claim, damage,
action, or proceeding; in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission
was so made in conformity with written information furnished by such Holder specifically
for inclusion therein. The foregoing indemnity agreement is subject to the condition
that, insofar as it relates to any such untrue statement (or alleged untrue statement),
or omission (or alleged omission) made in the preliminary prospectus but eliminated
or remedied in the amended prospectus at the time the registration statement
becomes effective in the final prospectus, such indemnity agreement shall not
inure to the benefit of (i) the Company, and (ii) any underwriter, if a copy
of the final prospectus was not furnished to the person or entity asserting the
loss, liability, claim, or damage at or prior to the time such furnishing is
required by the Security
Act; provided, further,
that this indemnity shall not be deemed to relieve any underwriter of any of
its due diligence obligations; provided,
further, that the indemnity agreement contained
in this 

    


 

 







	 	 	 Section 6.2 shall
          not apply to amounts paid in settlement of any such claim loss, damage,
          liability, or action if such settlement is effected without the consent
          of such Holder, as the case may be, which consent shall not be unreasonably
          withheld; and provided, further, that the maximum amount of liability
          in respect of such indemnification shall be limited, in the case of
          each Holder, to an amount equal to the net proceeds actually received

          by such Holder from the sale of Registrable Shares sold pursuant to
          such registration. 

    
	 	 	 
	 	
      6.3.

    	
      Promptly after receipt by an Indemnified and/or Indemnifiable
          Party pursuant to the provisions of Section 6.1 or 6.2 of notice of
          the commencement of any action involving the subject matter of the
          foregoing indemnity provisions, such Indemnified and/or Indemnifiable
          Party will, if a claim thereof is to be made against the indemnifying
          party pursuant to the provisions of said Section 6.1 or 6.2, promptly
          notify the indemnifying party of the commencement thereof; but the
          omission to notify the indemnifying party shall only relieve it from
          any liability which it may have to any Indemnified and/or Indemnifiable
          Party to the extent that such indemnifying party has been damaged by
          such omission to notify hereunder. In case
          such action is brought against any Indemnified and/or Indemnifiable
          party and it notifies the indemnifying party of
          the commencement thereof, the indemnifying party shall have the right
          to participate in, and, to the extent that it may wish, jointly with
          any other indemnifying party similarly notified, to assume the defense
          thereof with counsel reasonably satisfactory to such Indemnified or
          Indemnifiable Party; provided, however,
          that if the defendants in any action include both the Indemnified or
          Indemnifiable Party and the indemnifying party and if in the reasonable
          judgment of the Indemnified or Indemnifiable party there are separate
          defenses that are available to the Indemnified or Indemnifiable party
          or there is a conflict of interest which would prevent counsel for
          the indemnifying party from also representing the Indemnified or Indemnifiable
          party, the Indemnified or Indemnifiable Party(ies) shall have the right
          to select, at the expense of the indemnifying party, separate counsel
          to participate in the defense of such action; provided,
          further, however, that if the Holders
          are the Indemnified Party, the Holders shall be entitled to one (1)
          separate counsel at the expense of the Company and if underwriters
          are also Indemnified parties who are entitled to counsel separate from
          the indemnifying party, then all underwriters as a group shall be entitled
          to one (1) separate counsel at the expense of the Company. After notice
          from the indemnifying party of its election so to assume the defense
          thereof, the indemnifying party will not be liable to such Indemnified
          or Indemnifiable Party pursuant to the provisions of said Section 6.1
          or 6.2 above for any legal or other expense subsequently incurred by
          such Indemnified or Indemnifiable Party in connection with the defense
          thereof, unless (i) the Indemnified or Indemnifiable Party shall have
          employed counsel in accordance with the provision of the preceding
          sentence, (ii) the indemnifying party shall not have employed counsel
          reasonably satisfactory to the Indemnified or Indemnifiable Party to
          represent the same within a reasonable time after the notice of the
          commencement of the action and within fifteen (15) days after written
          notice of the Indemnified or Indemnifiable Party’s intention to
          employ separate counsel pursuant to the

      

    


 

 







	 	 	 previous sentence,
          (iii) the indemnifying party has authorized the employment of counsel
          for the Indemnified or Indemnifiable Party at the expense of the indemnifying
          party, or (iv) the indemnifying party has authorized the employment
          of counsel but such party or counsel fails to vigorously defend the
          action. No indemnifying party will consent to entry of any judgment
          or enter into any settlement, which does not include as an unconditional
          term thereof the giving by the claimant or plaintiff to such Indemnified
          or Indemnifiable Party of a release from all liability in respect to
          such claim or litigation.  

    
	 	 	 
	 	
      6.4.

    	
         If recovery is not available under the foregoing
            indemnification provisions, for any reason other than as specified
            therein, the parties entitled to indemnification by the terms thereof
            shall be entitled to contribution to liabilities and expenses. In
            determining the amount of contribution to which the respective parties
            are entitled, there shall be considered the parties’ relative
            knowledge and access to information concerning the matter with respect
            to which the right to indemnification was asserted, the opportunity
            to correct and prevent any statement or omission, and any other equitable
            consideration appropriate under the circumstances. In no event shall
            any party that is found liable for fraudulent misrepresentation within
            the meaning of Section 1(f) of the Securities Act be entitled to
        contribution hereunder from any party not found so liable.  

      

    
	 	 	 
	7.	Obligations of the
              Company. Whenever
              required under this Agreement to effect the registration of any Registrable
              Shares, the Company shall, as
  expeditiously as possible:

    

	 	 	 
	 	7.1. 	 Prepare and file with the Commission
          a registration statement with respect to such Registrable Shares and
          use its best efforts to cause such
  registration statement to become effective with
  the Commission or pursuant to the Blue Sky laws of such jurisdictions as shall
  be reasonably requested by the Holders, and, upon the request of the Holders
  of the majority of the Registrable Shares registered thereunder, keep such registration
  statement effective for a period of up to two (2) years for any registration
  under Form F-3 (which shall be kept effective subject to the provisions of Rule
  415), or for nine (9) months for any registration under F-1, or if sooner until
  the distribution contemplated in the registration statement has been completed.  

	 	 	 
	 	7.2. 	 Prepare and file with the Commission
          such amendments and supplements to such registration statement and the
          prospectus used in connection with such registration statement as may
          be necessary to comply with the provisions of the Securities Act with
          respect to the disposition of all Registrable Shares covered by such
    registration statement.  

	 	 	 
	 	7.3. 	 Furnish to the Holders and each duly
          authorized underwriter such numbers of copies of a prospectus, including
          a preliminary prospectus, in conformity with the requirement of the Securities
          Act, and such other documents as they may reasonably request in order
          to facilitate the disposition of Registrable
  Shares owned by the Holders.  



 






	 	7.4. 	 In the event of any underwritten
          public offering, enter into and perform its obligations under an underwriting
          agreement, in usual and customary form, with the managing underwriter
          of such offering. Each Holder participating in such underwriting shall
          also enter into and perform its obligations under
  such agreement.  

	 	 	 
	 	7.5. 	 Notify each Holder of Registrable Shares
        covered by such registration statement at any time when a prospectus
        relating thereto is required to be delivered under the Securities Act
        of the happening of any event as a result of which the prospectus included
        in such registration statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading in light of the circumstances then existing, and promptly
        amend such prospectus by filing a post effective supplement so that such
        prospectus does not contain an untrue statement of material fact or omit
        to state a material fact required to be stated therein or necessary to
        make the statements therein not misleading in light of the circumstances
        then existing, and deliver copies
thereof to the Holder.  
	 	 	 
	 	7.6. 	 Cause all Registrable Shares registered
          pursuant hereunder to be listed on each securities exchange or Nasdaq
          on which similar securities
  issued by the Company are then listed. 

	 	 	 
	 	7.7. 	 Provide a transfer agent and registrar
          for all Registrable Shares registered pursuant to this Agreement and
          a CUSIP number for all such Registrable Shares, in each case not later
    than the effective date of such registration.  

	 	 	 
	 	7.8. 	 Furnish, at the request of any Holder,
          on the date that such Registrable Shares are delivered to the underwriters
          for sale in connection with a registration pursuant to this Agreement,
          if such securities are being sold through underwriters, or, if such securities
          are not being sold through underwriters, on the date that the registration
          statement with respect to such securities becomes effective, (i) an opinion,
          dated such date, of the counsel representing the Company for the purposes
          of such registration, in form and substance as is customarily given to
          underwriters in an underwritten public offering, addressed to the underwriters,
          if any, and to such Holder, and (ii) a letter dated such date, from the
          independent certified public accountants of the Company, in form and
          substance as is customarily given by independent certified public accountants
          to underwriters in an underwritten public offering addressed to the underwriters,
          if any, and to such
  Holder.  

	 	 	 
	 	7.9. 	 Promptly notify each Holder, if the
          Holder is selling Registrable Shares covered by a registration statement,
          of the issuance by the Commission of any stop order suspending the effectiveness
          of the registration statement or the initiation of any proceedings for
          that purpose. The Company shall use its reasonable best efforts to obtain
          the withdrawal of any order suspending the effectiveness of the registration
    statement.  

	 	 	 
	 	7.10. 	Conditions to Registration.
        The Company shall not be obligated to effect the registration of the
        Registrable Shares pursuant to this Agreement unless the Holders participating
    therein consent to customary conditions of a reasonable 


 






	 	
	 nature that are imposed by
    the Company, including, but no limited to, the following:  

	 	 	 	 
	 	
	(a)

     
	Conditions requiring the Holders to comply with all applicable provisions of the Securities Act and the Exchange Act, including, but not limited to, the prospectus delivery requirements; and

   

	 	 	 	 
	 	
	(b)

     
	Conditions prohibiting the Holders, upon receipt of written notice from the Company that it is required by law to correct or update the registration statement or prospectus, from effecting sales of the
  Registrable Shares until the Company has completed the necessary correction or updating.

   

	 	 
	8.
  	Customary Arrangements. Each
         Holder may not participate in any underwritten offering pursuant to
         a registration filed hereunder unless such person (a) agrees to sell
         such person’s securities on the basis provided in customary underwriting arrangements, and (b) provides all relevant information and completes and executes all questionnaires, powers of attorney,
  indemnities, underwriting agreements, and other documents required under the terms of such underwriting arrangements; provided, however, that the Holders participating in the underwritten registration may appoint one legal or other representative to
  negotiate the underwriting arrangements, at such Holder’s expense.

   

	 	 
	9.
  	Public Information. The Company shall undertake to make publicly available and available to the Holders adequate current public
  information within the meaning of, and as required pursuant to, Rule 144 and shall use its reasonable best efforts to satisfy the Registrant Requirements for the use of Form F-3 during the term of this Agreement.

   

	 	 
	10.
  	Non-United States Offering. In the event of a public offering of securities of the Company outside of the United States, the Company
  will afford the Holders registration rights in accordance with applicable law and comparable in substance to the foregoing registration rights.

   

	 	 
	11.
  	Assignment of Registration Rights. The
         rights to cause the Company to register Registrable Shares pursuant
         to this Agreement may only be assigned by a Holder (the "Assignment")
         under the following conditions:

   

	 	 	 
	 	(i)

     
	The Assignment shall be concurrent with the sale or transfer of Registrable Shares and only with respect to the transferred Registrable Shares;

   

	 	 	 
	 	(ii)

     
	Pursuant to the Assignment, a Holder may only assign the registration rights contained herein on up to two (2) occasions, to no more than five (5) transferees on each occasion;

   

	 	
	

	 	(iii)
	The assignees of the registration
        rights may not further assign the registration rights.

  

	 	
	

	 	 Provided, (a) the Company,
        is upon such transfer, furnished with written notice of the name and address
    of such transferee or assignee and the securities with respect to which 



 







	
	 such registration rights are being assigned,
        and (b) such transferee or assignee agrees in writing to be bound by and
    subject to the terms and conditions of this Agreement.  

	
	

	12.

     
	Changes in Registrable Shares. If, and as often as, there are any changes in the Registrable Shares by way of stock split, stock dividend,
  combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and
  privileges granted hereby shall continue with respect to the Registrable Shares as so changed.

   

	 	 
	13.

     
	Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties hereto with respect to the
  subject matter hereof and supersedes all prior agreements (including, without limitation, the Letter Agreement entered into between the Company and the Holders, and any and all negotiations and oral understandings with respect thereto) and any and
  all registration rights that the Company had previously granted to any party hereto in any capacity whatsoever. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective
  successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

   

	 	 
	14.

     
	Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York, as such laws are applied to agreements
  between State of New York residents entered into and to be performed entirely within State of New York, whether or not all parties hereto are residents of State of New York.

   

	 	 
	15.

     
	Successors and Assigns. Subject to the provisions of Section 11 above, the provisions hereof shall inure to the benefit of, and be binding upon,
  the successors, assigns, heirs, executors and administrators of the parties hereto.

   

	 	 
	16.

     
	Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and if: (i) served or sent
  by post shall be deemed to have been served or delivered ten (10) days after the time when the letter was deposited in the mail, postage prepaid for first class mail or airmail, as applicable, or (ii) sent via facsimile or electronic mail, shall be
  deemed to have been served or delivered on the first business day following the date that the facsimile or electronic mail was sent, provided that, if no electronic mail confirmation is delivered by the recipient of such notice to the sender thereof
  within twenty-four (24) hours following the delivery of such notice, such notice has to be resent via facsimile and shall be deemed to have been served or delivered on the first business day following the date that such notice was resent via
  facsimile, all to the addresses of the Holders as set forth on Schedule 1 hereto, or to such other address as such party shall furnish the Company in
  writing, and if to the Company, at its address

   









	 	 set forth in the preamble to this Agreement
      or at such other address as the Company shall have furnished to the parties
    in writing.  
	 	 
	17.
  	Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part thereof, by any party whether arising
by reason of the law of the respective party's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially
determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

	 	 
	18.
  	Titles and Subtitles. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.

	 	 
	19.
  	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument. This Agreement may be executed by exchange of signatures via facsimile.
   



IN WITNESS WHEREOF, the parties have signed this Agreement, as of the date first appearing above. 


	Nur Macroprinters Ltd.
	X Securities Ltd.

	 	 
	 	 
	By:    ____________________	By:    ____________________
	Title:  ____________________	Title:  ____________________
	 	 
	 	 
	 	 
	 	__________________________________
	 	     David Fuchs
	 	 
	 	 
	 	 
	 	 
	 	__________________________________
	 	     Matthew Norton



 








Schedule 1 



List of Holders 


	

    
	Name of Holder
	Address

	

	David Fuchs	135 Rogers Drive
	 	New Rochelle, NY 10804
	 	United States
	 	Fax: +1- _________________
	

	X Securities, Ltd.	830 3rd Ave. 14th Floor
	 	New York, NY 10022
	 	United States
	 	Fax: +1- _________________
	

	Matthew L. Norton	43-19 41st Street Apt. 3C
	 	Sunnyside, NY 11104
	 	United States
	 	Fax: +1- _________________