Untitled Document


Exhibit 4.15



     Form of Warrant Agreement, dated March 31, 2004 

between the Registrant and the Placement Agent (David Fuchs)










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 David Fuchs (the "Holder"), the right to purchase, subject to the terms and conditions hereof, up to thirty thousand seven hundred fifty-eight (30,758) 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 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: 



_____________________
 David Fuchs 










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- _________________