SHARE PURCHASE AGREEMENT NUR MACROPRINTERS LTD.
NUR
MACROPRINTERS LTD.
This
Share Purchase Agreement is entered into as of the 25th
day of
February, 2008, by and between:
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1.
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Mizrahi
Tefahot Bank Ltd., an
Israeli company no. ▇▇-▇▇▇▇▇▇-▇, organized under the laws of the
State of
Israel,
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Of
7 Jabotinsky St., Ramat Gan. Israel
Attn:
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Fax:
▇▇-▇▇▇-▇▇▇▇
(the
“Bank”
or
the
"Seller");
On
the one side
AND
| 2. |
▇▇▇▇▇
Joint Investments (2005), a
Limited Partnership no. ▇▇-▇▇▇▇▇▇-▇, organized under the laws of
the state
of Israel,
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Of
4 ▇▇▇▇▇▇▇▇▇ St. - Museum Tower fl. 14. Tel Aviv
Attn:
Erdinast ▇▇▇ ▇▇▇▇▇▇ & Co.
Fax:
▇▇-▇▇▇-▇▇▇▇
(hereinafter:
"▇▇▇▇▇" or the "Purchaser")
On
the other side
RECITALS
| WHEREAS |
the
Bank holds 2,333,333
(two
million, three hundred thirty three thousand, three hundred thirty
three)
Ordinary Shares, par value NIS 1.00 per share (hereinafter: the
"Shares")
of Nur Macroprinters Ltd., a company no. ▇▇-▇▇▇▇▇▇-▇, organized under
the
laws of the state of Israel (hereinafter: the "Company"),
that were transferred to it as a result of its merger with the Investment
Corp Of United Mizrahi Bank Ltd, a Israeli company no.
▇▇-▇▇▇▇▇▇-▇;
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| WHEREAS |
the
Bank wishes to sell its shares to the Purchaser;
and
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| WHEREAS |
▇▇▇▇▇
wishes to acquire the shares, on the terms as set forth
herein.
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NOW
THEREFORE,
the
parties agree as follows:
| 1 |
RECITALS
AND HEADINGS
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1.1.
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The
recitals, schedules, appendices, annexes and exhibits hereto form
an
integral part of this Agreement.
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|
1.2.
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The
paragraph headings are for the sake of convenience of reference only
and
shall not affect the interpretation of this
Agreement.
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| 2. |
PURCHASE
AND SALE OF THE SHARES
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The
Bank
hereby agrees to sell the Shares to ▇▇▇▇▇, and ▇▇▇▇▇ hereby agrees to purchase
from the Bank the Shares. The Shares are registered in an account of the Bank
held at ▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc. (hereinafter: "▇▇▇▇▇▇▇▇▇▇▇").
| 3. |
THE
CONSIDERATION
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In
consideration for the Shares, the Purchaser will pay to the Bank, $0.75 USD
per
Share, and in the aggregate $1,750,000 (one million, seven hundred fifty
thousand USD) (hereinafter: the "Consideration").
The
Consideration will be paid as follows:
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(a)
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Upon
signature of this Agreement, the Purchaser shall pay the Bank a total
sum
of $100,000 (one hundred thousand USD) as an irrevocable down payment
on
the account of the Consideration. Should ▇▇▇▇▇ not transfer the balance
of
the Consideration within 30 days from the date of this Agreement,
said
down payment will be appropriated by the Bank, and shall be the property
of the Seller.
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(b)
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▇▇▇▇▇
will pay the Bank the balance of the Consideration (i.e.
the Consideration, less the down payment), at the Closing Date. The
Closing Date shall be on the date on which all the following shall
have
occurred, unless otherwise determined by the
Seller:
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(1)
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The
Purchaser notified the Bank, in writing, at least one business day
prior
to the Closing Date that it intends to consummate the purchase of
the
Shares, while specifying the Closing Date in such
notice.
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(2)
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The
Closing Date will be a business day on which the shares are usually
traded
on the NASDAQ Stock Exchange and the Israeli banks are open, during
the
business hours of the Bank.
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(3)
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The
Purchaser paid to the Seller the entire amount of the Consideration,
in
accordance with Section 4 below.
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(4)
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The
Closing Date will be within 30 days of the date hereof.
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(c)
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On
the Closing Date, the Seller will transfer the Shares to ▇▇▇▇▇, and
▇▇▇▇▇
will receive the Shares in an off- market securities
sale.
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(d)
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Subject
to performance of this Agreement in accordance with its terms, the
parties
agree to execute any customary document, as may be reasonably necessary
for the finalization of the transaction, as required by any party
or
▇▇▇▇▇▇▇▇▇▇▇ or under applicable
law.
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4
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MANNER
OF PAYMENT
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The
payment of the Consideration will be in US Dollars, by way of wire transfer
to a
bank account designated by the Bank for such purpose. Immediately upon receipt
of the Consideration, the Bank shall cause the Shares to be transferred to
an
account designated by the Purchaser for such purpose.
| 5 |
REPRESENTATIONS
AND WARRANTIES OF THE BANK
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The,
hereby represents and warrants to the Purchaser as of the date hereof and the
Closing Date, as follows:
2
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3.1
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Ownership
of Shares.
The Seller is the sole beneficial owner of the Shares, the Shares
are held
in an account with ▇▇▇▇▇▇▇▇▇▇▇ for the sole benefit of the Seller,
and the
Seller has good and valid title to the Shares free and clear of all
Encumbrances. “Encumbrances” shall mean mortgages, charges, pledges,
security interests, liens, encumbrances, actions, claims, demands,
voting
trusts, voting agreements or rights of first offer or refusal arising
from
any agreement to which the Seller is a party or from any action taken
by
on or behalf of the Seller, all other than agreements, instruments
or
actions known to the Company.
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| 3.2 |
Adequacy
of Purchase Price.
The Seller is aware that the Purchaser in the future may generate
greater
value with respect to the Shares than the Seller will receive for
such
Shares pursuant to this Agreement, especially since the Purchaser
is a
member of the controlling group of the Company and the Shares may
be added
to the control block. The Seller is also aware that the Purchaser
may
purchase Shares of the Company from other shareholders of the Company,
including large shareholders, either alone or together with other
purchasers, for consideration that may exceed the consideration payable
pursuant to this Agreement and/or pursuant to other terms and conditions
that may be more favorable to the sellers than the terms and conditions
of
this Agreement. The Purchaser represents that the price per Share
at which
the Purchaser may purchase such Shares during the 30-day period commencing
on the date of this Agreement shall not exceed the price per Shares
payable from the Seller, other than purchases of Shares representing
a
controlling interest of the sellers thereof. Subject to the preceding
representation of the Purchase, the Seller waives any right to receive
any
consideration for selling its Shares to the Purchaser (other than
the
consideration specifically payable pursuant to this Agreement) and
waives
any possible claim against the Purchaser with respect to the fairness
of
the purchase price payable
hereunder.
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| 3.3 |
Disclaimer.
Other than the representations and warranties expressly stated above,
the
Seller does not make and hereby disclaims any and all representations
and
warranties with respect to the Shares and the transactions contemplated
hereby. For the avoidance of doubt, it is hereby acknowledged that
the
Seller makes no representations or warranties with respect to the
Company.
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6
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REPRESENTATIONS
AND WARRANTIES OF THE
PURCHASER
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6.1
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The
Purchaser hereby represents and warrants that it is aware that the
Shares
will not be transferred to it until the aggregate amount of
the Consideration
is transferred to the Seller's bank
account.
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6.2
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Since
the Purchaser is a member of the controlling group of the Company
and is
therefore aware of the legal, financial and business status and affairs
of
the Company, the Purchaser has not found it necessary to conduct
any “due
diligence” examination of the Company. Further, the Purchaser has
expressly waived the receipt of any warranties and representations
from
the Seller as to the Company. The Purchaser waives any right to rescind
this Agreement and/or to obtain any refund or reduction in the
consideration to be paid to the Seller hereunder for the Shares and
waives
any possible claim against the Seller with respect to the fairness
of the
purchase price payable hereunder, even in the event that following
the
Closing any additional or new facts shall come to the attention of
Purchaser regarding the Company of which the Purchaser may not have
been
aware at time of execution of this
Agreement.
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3
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6.3
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The
Purchaser hereby represents and warrants that it agrees that other
than
the representations and warranties set forth in Section 5 above and
the
covenants of the Bank set forth in this Agreement, (i) the Shares
will be
transferred to Purchaser AS IS, and (ii) it hereby expressly waives,
absolutely and irrevocably, any demands, claims, rights, obligations,
damages and liabilities of any nature whatsoever against the Bank
in
connection therewith or with respect to the sale hereunder and the
Company
and hereby releases and forever discharges the Bank from any such
demands,
claims, rights, obligations, damages and liabilities.
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6.4
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The
Purchaser hereby represents and warrants that there is no legal or
other
restriction, encumbrance, hindrance or cause preventing it from executing
this Agreement and performing the transactions contemplated hereunder,
inter
alia
preventing it from purchasing the Shares, and that it has retained
all
approvals and authorizations required by law, regulation or contract
required or recommended to fulfill all of its commitments and obligations
hereunder, including, to purchase the Shares, and that the execution
of
this Agreement will not violate any law, including, without limitation,
any securities laws.
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| 7. |
MISCELLANEOUS
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| 7.1 |
Delays
or Omissions; Waiver
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No
failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any party in exercising
any power, right, privilege or remedy under this Agreement, shall operate as
a
waiver of such power, right, privilege or remedy.
No
omission or delay to exercise any right, power, or remedy accruing to any party
hereto upon any breach or default by the other under this Agreement shall impair
any such right, or remedy nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein or in any similar breach or
default thereafter occurring.
| 7.2 |
Governing
Law
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It
is
agreed that the Agreement and all circumstances related hereto shall be governed
by and construed in accordance with the laws of the state of Israel. Any
disputes in connection with the performance of this agreement and related to
the
circumstances hereof, shall be resolved solely by Tel Aviv - Jaffa courts.
| 7.3 |
Communications
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The
parties' addresses for the matters of this agreement are as set above at the
beginning of this Agreement. Any notice so addressed shall be deemed to be
given: if delivered by hand or facsimile, on the date of such delivery (of
if
such date is not a business day, on the next business day); if mailed by
courier, on the second business day following the date of such mailing; and
if
mailed by registered or certified mail, on the fifth business day after the
date
of such mailing.
4
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7.4
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Further
Assurances
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Each
of
the parties shall promptly execute such documents and other papers and take
such
further actions as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.
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7.5
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Withholding
Tax
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The
Purchaser shall be entitled to deduct and withhold from the Consideration
otherwise payable pursuant to this Agreement to the Seller the amounts required
to be deducted and withheld under any applicable law, provided, however, that
if
the Seller obtains a tax ruling and/or exemption from any applicable
governmental authority in a form reasonably satisfactory to the Purchaser,
deduction and withholding of any amounts under the tax laws of such governmental
authority’s jurisdiction shall be made only in accordance with the provisions of
such ruling and/or exemption. To the extent that amounts are so withheld by
the
Purchaser, such withheld amounts (i) shall be remitted by the Purchaser to
the
applicable governmental authority, and (ii) shall be treated for all purposes
of
this Agreement as having been paid to the Seller in respect of which such
deduction and withholding was made by the Purchaser.
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7.6
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Counterparts
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This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which together shall be considered one and the
same agreement.
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7.7
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Remedies
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In
addition to being entitled to exercise all rights provided herein or granted
by
law, including recovery of damages, the Purchaser and the Sellers will be
entitled to specific performance under this Agreement.
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7.8
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No
Third-Party Beneficiaries
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Except
as
otherwise set forth expressly herein, this Agreement shall not confer any rights
or remedies upon any Person other than the parties hereto and their respective
successors and permitted assignees.
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7.9
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Fees
and Expenses
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The
Purchaser shall bear its own costs and fees (including without limitation legal
fees) in connection with the negotiation, execution and performance of this
Agreement and shall pay 50% of the legal fees and expenses incurred by the
Seller in connection herewith, up to the maximum amount of US$2,000 (two
thousand US dollars) plus VAT. In addition, the Purchaser shall pay to the
Bank
a service fee in the amount of US$35,000. For the avoidance of doubt, the
foregoing payments are in addition to the Consideration.
5
IN
WITNESS WHEREOF,
this
Agreement has been duly executed by:
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Mizrahi
Tefahot Bank Ltd.
By:
/s/
▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇
Title:
Corporate Sector Manager
By:
/s/
▇▇▇▇▇▇ Gal
Name:
▇▇▇▇▇▇ Gal
Title:
Comptroller
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▇▇▇▇▇
Joint Investments (2005)
Limited
Partnership
By:
▇▇▇▇▇ Investments Ltd.
Its
General Partner
By:
/s/
Ran ▇▇▇▇▇▇▇▇
Name:
Ran ▇▇▇▇▇▇▇▇
Title:
Director
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Director
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6