Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case LLP, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, or at such other date and time as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, the Company or Presstek, as applicable, shall deliver or cause to be delivered to Parent: (i) in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company; (ii) a counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”); (iii) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”); (iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contribution. (c) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause to be delivered to Presstek: (i) the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Order.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been is earlier terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VIISection 8.1, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at on a date to be specified by the offices of White & Case LLPparties, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within which shall be no later than three (3) Business Days after the last following satisfaction or waiver of the conditions set forth in Article VII is satisfied or waived, other than VI hereof (except for those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those conditionssuch conditions at the Closing), or at such other by electronic means of communication. The date and time as upon which the parties hereto Closing actually occurs shall agree in writing. Such date is herein be referred to herein as the “Closing Date.”. (b) At or prior to the Closing, the Company or Presstek, as applicable, shall the Company will deliver (or cause to be delivered delivered) to Parent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in conformity with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.14 hereof5.6 and delivered to Parent, a counterpart of either shall not be made or provided (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Companyshall be returned); (ii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B, in a counterpart of a global supply agreementform reasonably acceptable to Parent, dated as of with such termination to be effective at or prior to the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”)Effective Time; (iii) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially duly executed Director Resignation Letter in the form attached hereto as Exhibit C (the “Transition Services AgreementDirector Resignation Letters”), from each of the directors of the Company effective as of the Closing; (iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”)Company Stockholder Approval; (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions the Company Board Resolutions; (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company Board (whereby set forth on Schedule 1.4(b)(vi) owed to the Merger party thereof and the transactions contemplated hereunder were duly approved by amounts payable to such party providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized other than any Employee, director or officer of the Company) providing services with respect to the transactions contemplated hereby in each case dated no more than three (3) Business Days prior to the Closing Date, dated with respect to all Closing Third Party Expenses estimated to be due and payable to such advisor or other service providers, as of the Closing Date, including the bank account details of such advisors and service providers (the “Third Party Expenses Payoff Schedule”); (vii) Letters of Transmittal duly executed by Company Stockholders, collectively entitled to at least ninety percent (90%) of the Total Closing Merger Consideration; (viii) prior to the effect Closing Date, duly executed and completed Suitability Documentation from the Company Sellers who are entitled to receive, in the aggregate, at least ninety percent (90%) of the Total Closing Merger Consideration, certifying that each such Company Sellers is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ix) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and in the form attached hereto as Exhibit D, certifying that the conditions Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”), provided that Parent’s only remedy for the Company’s failure to provide such FIRPTA Compliance Certificate shall be to withhold or cause to be withheld any required withholding Tax under applicable Tax Law and the Company’s failure to provide such certificate will not be deemed to be a failure of a condition set forth in this Section 7.2(a), Section 7.2(b), Section 7.2(d1.4(b) and Section 7.2(f) to have been satisfiedmet, provided, further, that if a Company Security Holder provides a properly executed IRS Form W-9 to Parent, then, except as otherwise required by a change in Law, Parent shall not withhold or cause to be withheld any withholding Tax under Section 1445 of the Code with respect to any amounts payable to such Company Security Holders; (x) [***] a duly executed counterpart to the Adjustment and Agreement from the Stockholder Representative, in the form attached hereto as Exhibit E; (xi) a duly executed counterpart to the paying agent agreement from the Stockholder Representative in the form attached hereto as Exhibit J (the “Paying Agent Agreement”) (xii) no later than two (2) Business Days prior to the Closing, the Estimated Closing Statement duly certificate by an officer of the Company and; (xiii) a long form certificate signed by an authorized officer of Presstek, dated as good standing from the Secretary of State of the Closing Date, State of Delaware which is dated within five (5) Business Days prior to the effect that Closing with respect to the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; andCompany. (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek At or prior to the Company as a capital contribution. (c) At the Closing, Parent and Merger Sub, as applicable, shall will deliver (or cause to be delivered to Presstek: (idelivered) the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Order.Company:

Closing; Closing Deliverables. (a) Unless this Agreement shall have been is earlier terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VIISection 8.1, the closing of the First Merger (the “Closing”) shall take place at 10:00 A.M. at on a date to be specified by Parent and the offices of White & Case LLPCompany, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within which shall be no later than three (3) Business Days after the last following satisfaction or waiver of the conditions set forth in Article VII is satisfied or waived, other than VI hereof (except for those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver (if permissible hereunder) of those conditionssuch conditions at the Closing), or at such other by electronic means of communication. The date and time as upon which the parties hereto Closing actually occurs shall agree in writing. Such date is herein be referred to herein as the “Closing Date.”. (b) At or prior to the Closing, the Company or Presstek, as applicable, shall the Company will deliver (or cause to be delivered delivered) to Parent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in accordance conformity with Section 6.14 hereof, a counterpart 280G of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek Code and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek Treasury Regulations promulgated thereunder and the Company requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the Landlord’s written approval thereof stockholder vote or (zB) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Companysuch stockholder approval was not obtained; (ii) except as otherwise provided in Section 5.9, evidence reasonably satisfactory to Parent that any and all Company Employee Plans intended to include a counterpart Code Section 401(k) arrangement (each, a “401(k) Plan”) have been terminated pursuant to resolutions of a global supply agreementthe applicable governing body (the form and substance of which shall have been subject to review and approval of Parent, dated which approval shall not be unreasonably withheld, conditioned or delayed), effective as of no later than the day immediately preceding the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”); (iii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule A attached hereto, in a counterpart of a transition services agreementform reasonably acceptable to Parent, dated as of with such termination to be effective at or prior to the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)Effective Time; (iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially duly executed Director and Officer Resignation Letter in the form attached hereto as Exhibit E (the “Emitter Array Patent License AgreementDirector and Officer Resignation Letters”), from each of the officers and directors of the Company effective as of the Closing; (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xiv) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (iiA) the valid adoption of resolutions the Company Board Resolutions and (B) the receipt of the Company Board Stockholder Approval, copies of which will be attached thereto (whereby the Merger “Secretary Certificate”); (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than five (5) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company set forth on Schedule 1.4(b)(vii) of the Disclosure Schedule owed to the lender thereof and the transactions contemplated hereunder were amounts payable to such lender providing for (x) the full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company (other than any Employee, director or officer of the Company), in each case dated no more than five (5) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date, and an acknowledgment from such advisor or other service provider that such Closing Third Party Expenses are the only Third Party Expenses owed to such advisor or other service provider (each, an “Invoice”); (vii) Non-Founder Joinder Agreements duly approved executed by Company Stockholders collectively representing, together with the Founder Joinder Agreements delivered by the Key Employees on the Agreement Date, at least ninety-five percent (95%) of the Company BoardCapital Stock outstanding immediately prior to the Effective Time (on an as-converted into Company Common Stock basis), excluding, for the avoidance of doubt, any Cancelled Shares, which Non-Founder Joinder Agreements (together with the Founder Joinder Agreements delivered by the Key Employees) shall remain in full force and effect as of the Closing; (viii) prior to the Closing Date, Suitability Documentation duly executed and delivered (and not amended or revoked) by Company Stockholders certifying pursuant to the Suitability Documentation that such Company Stockholders are “accredited investors” (as such term is defined in Rule 501(a) under the Securities Act) who represent, in the aggregate, a number of shares of Company Capital Stock as of immediately prior to the Closing such that the amount of the Adjusted Cash Merger Consideration as of the Closing (as calculated pursuant to and in accordance with the terms of this Agreement) is not less than zero; (ix) any Offer Letters executed by Offered Employees (excluding Key Employees); (x) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and (iii1.1445-2(c)(3) and in the form attached hereto as Exhibit F, certifying that the Shareholders have duly adopted this Agreement Company is not and the consummation has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the transactions contemplated herebyCode) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”); (xi) a duly executed counterpart to the Escrow Agreement from the Securityholder Representative, substantially in the form attached hereto as Exhibit H (the “Escrow Agreement”); (xii) a certificate signed by an authorized officer of duly executed Warrant Cancellation Agreement, substantially in the Company, dated form attached hereto as of Exhibit K (the Closing Date, to the effect that the conditions set forth in Section 7.2(a“Warrant Cancellation Agreement”), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer copy of Presstek, dated as a duly and properly completed election under Section 83(b) of the Closing Date, Code to be timely filed with the effect IRS by each Founder who is entitled to receive Parent Common Stock that is Revested Merger Consideration (as defined in the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; andFounder Joinder Agreement to which each such Founder is a party); (xiv) a long form certificate signed by an authorized officer of Presstek, dated as good standing from the Secretary of State of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek State of Delaware which is dated within two (2) Business Days prior to the Company Closing with respect to the Company; and (xv) a duly executed counterpart to the Paying Agent Agreement from each of the Securityholder Representative and the Company, substantially in the form attached hereto as a capital contributionExhibit C (the “Paying Agent Agreement”). (c) At or prior to the Closing, Parent and Merger Sub, as applicable, shall will deliver (or cause to be delivered delivered) to Presstekthe Company: (i) a duly executed counterpart to the Share Closing PaymentEscrow Agreement from Parent and the Escrow Agent; (ii) a counterpart to each of the Global Supply Agreement;Joinder Agreements delivered to Parent in accordance with Section 1.4(b)(viii) prior to the Closing duly executed by Parent; and (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, duly executed counterpart to the effect that Paying Agent Agreement from Parent and the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase OrderPaying Agent.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and The closing of the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. the time and place mutually agreed upon by the Parties on the Closing Date. (b) The Seller shall execute and deliver, or cause to be executed and delivered, as the case may be, the following documents at or prior to the offices Closing: (i) A certificate signed by the Seller to the effect that (A) the representations and warranties set forth in ARTICLE III contained in this Agreement (including, without limitation, Section 3.1) continue to be true and correct as on the Closing Date with the same effect as though such representations and warranties have been made as of White & Case LLPsuch date; (B) that all approvals, 1155 Avenue consents, authorizations from the statutory and/or regulatory authorities in the United States or India, if any, that are required for consummation of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three transaction contemplated herein have been obtained and where required declarations and/or filings have been made with such statutory and/or regulatory authorities; and (3C) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that Section 6.2 have been satisfied; (ii) A certificate signed by their nature are to be satisfied at the Closing, but subject Seller to the fulfillment effect that no existing or waiver imminent Material Adverse Effect has taken place or is reasonably expected to take place in relation to or in connection with the business of those conditions, or at such other date and time as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, the Company or Presstek, as applicable, shall deliver or cause to be delivered to Parent: (i) in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company; (iiiii) a counterpart of a global supply agreement, dated as The original shares certificate in respect of the Closing Date, by Sale Shares and between Presstek signed and stamped shares transfer forms for the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”); (iii) a counterpart of a transition services agreement, dated as transfer of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)Sale Shares; (iv) a counterpart The Company’s Secretary Certificate required by Section 5.1.2(c)(iv) of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Primary Purchase Agreement”); (v) a counterpart The documents pertaining to Form FC-TRS required by Section 5.1.2(d) of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Primary Purchase Agreement”); (vi) a counterpart of the license agreementA consent letter, substantially in the form attached hereto and content as Exhibit F (specified on Schedule 4 to the “Nomir License Primary Purchase Agreement”, consenting to the transfer of the Seller’s Sale Shares to the Purchaser indicating the number of Sale Shares proposed to be transferred by the Seller for the consideration specified in Section 2.1(b); (vii) a Release of ClaimsThe Escrow Agreement, substantially in duly executed by the form attached hereto as Exhibit G (the “Release of Claims”);Seller; and (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf A certificate of the Company in connection with its proposed supply arrangement with Nomir Secretary of the Seller, in form and substance satisfactory to Presstek and Parent the Purchaser, certifying (the “Noveon Purchaser Order”); (ixi) a purchase order between Presstek true, correct, and complete copy of the resolutions of the Board of Directors of the Seller approving the Transaction Documents and the Company for engineering services transactions contemplated thereby; (ii) an incumbency certificate with respect to be performed all officers of the Seller executing the Transaction Documents; (iii) a true, correct, and complete copy of the Bylaws of the Seller; (iv) a copy of the Certificate of Incorporation of the Seller certified by the Company related to PresstekSecretary of State of the Seller’s SLIC product in form state of incorporation; and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (xiv) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 certificate of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by good standing or existence from the Secretary of State of the Company, certifying Seller’s state of incorporation. (c) The Purchaser shall execute and deliver the following documents at or prior to the Closing: (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a A certificate signed by an authorized officer of the Company, dated as of the Closing Date, Purchaser to the effect that (A) the representations and warranties set forth in ARTICLE IV contained in this Agreement continue to be true and correct as on the Closing Date with the same effect as though such representations and warranties have been made as of such date; and (B) the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) 6.3 have been satisfied; and (xivii) a certificate signed The Escrow Agreement, duly executed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionPurchaser. (cd) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause All proceedings to be taken and all documents to be executed and delivered to Presstek: (i) by the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of Parties at the Closing Date, shall be deemed to have been taken and executed simultaneously to the effect that the conditions set forth in Section 7.3(a) extent possible and no proceedings shall be deemed to have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Ordertaken nor documents executed or delivered until all have been taken, executed, and delivered.

Closing; Closing Deliverables. The closing (athe "CLOSING") Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing purchase and sale of the Merger Shares shall be held (the “Closing”1) shall take place at 10:00 A.M. at the offices of White Xxxxxxxx & Case LLPXxxxxxxx XXX, 1155 Avenue of the AmericasXXX Xxxxxxxx, Xxx Xxxx00xx Xxxxx 0-0-0 Xxxxxxxxxx, Xxx Xxxx 00000Xxxxxxx-0000xx Xxxxx, as soon as practicableXxxxx 100-0005, but in any eventat 10:00 a.m., within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waivedlocal time, other than those conditions that by their nature are to be satisfied at the Closingon June 6, but subject to the fulfillment or waiver of those conditions2002, or (2) at such other place, time, and/or date and time as the parties hereto may otherwise agree. The date on which the Closing shall agree in writing. Such date occur is herein hereinafter referred to as the “Closing Date”"CLOSING DATE." At or prior to the Closing, the parties to the Agreement shall deliver the following items: (a) Buyer shall deliver the following items to the Sellers (the "BUYER DELIVERABLES"): (i) At the Closing, through Buyer Sub, the Initial Purchase Price, pro rata according to each Seller's ownership of the Shares as listed on Schedule 2.1, as directed by the Sellers prior to the Closing; (ii) A cross-receipt, substantially in the form of Exhibit D, executed by Critical Path and Buyer Sub indicating receipt by Buyer Sub of certificates representing all Shares being transferred by the Sellers to Buyer Sub; (iii) At the Closing, a certificate of the corporate secretary of Critical Path substantially in the form of Exhibit E1 attaching copies of the resolutions of the board of directors of Critical Path approving the Transactions and any other resolutions adopted by such board in connection with the Transactions; and (iv) At the Closing, a certificate of the corporate secretary of Buyer Sub substantially in the form of Exhibit E2 attaching copies of the resolutions of the board of directors of Buyer Sub approving the Transactions and any other resolutions adopted by such board in connection with the Transactions. (b) Each Seller shall deliver, or cause to be delivered the following items to Buyer (the "SELLER DELIVERABLES"): (i) At the Closing, the Company or Presstek, as applicable, shall deliver or cause to be delivered to Parent:certificates representing all of the Shares owned by such Seller; (iii) in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease AssignmentA cross-receipt, substantially in the form attached hereto as of Exhibit AD, executed by each Seller indicating receipt by such Seller of the portion of the Initial Purchase Price payable to it; (iii) The Collateral Agreements, each duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Companyeach Seller party thereto; (iiiv) At the Closing, a counterpart of a global supply agreement, dated as certificate of the Representative Director of CPP substantially in the form of Exhibit F attaching copies of (A) the Articles of Incorporation of CPP as in effect on the Closing DateDate and (B) the resolutions of the Board approving the Transactions and any other resolutions adopted by the Board in connection with the Transactions; (v) At the Closing, by and between Presstek and each Seller other than NTTCOM shall deliver a certificate of the Surviving CorporationRepresentative Director (or the President, corporate secretary or other director or executive officer of such Seller with responsibility for the maintenance of corporate records), substantially in the form attached hereto as of Exhibit B (the “Global Supply Agreement”); (iii) a counterpart of a transition services agreement, dated as G attaching copies of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”); (iv) a counterpart resolutions of the non-competition agreement, substantially board of directors of such Seller approving the Transactions and any other resolutions adopted by such board in connection with the form attached hereto as Exhibit D Transactions (the “Non-Competition Agreement”); (v) a counterpart or otherwise certifying approval of the license agreement, substantially Transactions by such Seller in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”accordance with such Seller's Articles of Incorporation and internal procedures and Japanese law); (vi) At the Closing, NTTCOM shall deliver a counterpart certificate of the license agreementSenior Vice President of NTTCOM's General Affairs Department, substantially in the form attached hereto as of Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing DateH, certifying that any outstanding Intercompany Indebtedness the board of directors of NTTCOM has been contributed by Presstek to adopted resolutions approving the Company as a capital contribution. (c) At Transactions and the Closing, Parent and Merger Sub, as applicable, shall deliver or cause to be delivered to Presstek: (i) the Share Closing Payment; (ii) a counterpart execution of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License this Agreement; (vii) a counterpart At the Closing, MITSUI shall deliver to Buyer the executed resignation letters of all directors and statutory auditors of CPP nominated by MITSUI and NTTCOM shall deliver to Buyer the Nomir License Agreement;executed resignation letters of all directors and statutory auditors of CPP nominated by NTTCOM; and (viii) At the Closing, a counterpart copy of the Release commercial registry of Claims; (ix) CPP issued and certified by the local legal bureau as of a counterpart date within five Business Days of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase OrderClosing Date.

Closing; Closing Deliverables. Confidential Treatment Requested (a) Unless this Agreement shall have been terminated and The consummation of the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Merger by this Agreement (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case Xxxxxx LLP, 1155 Avenue of the Americas, Xxx 0000 Xxxxxxxx Xxxx, Xxx Xxxx 00000-0000Xxxxx, as soon as practicableXxxxxxxxxx, but in any event, within three at 1:30 p.m. local time on the date of this Agreement (3) Business Days after the last of date on which the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, or at such other date and time as the parties hereto shall agree in writing. Such date is herein Closing takes place being referred to herein as the “Closing Date”). (b) At the Closing, Purchaser shall pay the Company or Presstek, Closing Consideration as applicable, shall deliver or cause to be delivered to Parentfollows: (i) in accordance with Section 6.14 hereofto the Escrow Agent an amount equal to the Indemnity Escrow Fund as required by the terms of the Escrow Agreement; and (ii) to the Company by wire transfer of immediately available funds to an account designated by the Company an amount equal to the Closing Consideration less the Indemnity Escrow Fund. (c) At the Closing, a counterpart the parties shall execute and deliver each of either the following agreements (xcollectively, the “Ancillary Agreements”): (i) the Lease Assignment, substantially License Agreement in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek C-1 hereto and the Company and by Sublicense Agreement in the Landlordform attached as Exhibit C-2 hereto (collectively, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company“Ancillary License Agreements”); (ii) a counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially Supply Agreement in the form attached hereto as Exhibit B (the “Global Supply Agreement”)D hereto; (iii) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially Transition Services Agreement in the form attached hereto as Exhibit C E hereto (the “Transition Services Agreement”); (iv) a counterpart the Assignment and Assumption of the non-competition agreement, substantially Lease Agreement in the form attached hereto as Exhibit D (F-1 hereto and Sublease in the “Non-Competition Agreement”)form attached as Exhibit F-2; (v) a counterpart the Xxxx of the license agreement, substantially Sale in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”)G hereto; (vi) a counterpart of the license agreement, substantially Assumption Agreement in the form attached hereto as Exhibit F (the “Nomir License Agreement”)H hereto; (vii) a Release of Claims, substantially the Noncompetition Agreement in the form attached hereto as Exhibit G I hereto (the “Release of ClaimsNoncompetition Agreement”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”);Escrow Agreement; and (ix) a purchase order between Presstek the Assignment of Patent and Patent Applications in the form attached as Exhibit K-1 hereto and the Company for engineering services to be performed by Assignment of Trademarks in the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” attached as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionExhibit K-2 hereto. (c) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause to be delivered to Presstek: (i) the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Order.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been is earlier terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VIISection 8.1, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at on a date to be specified by the offices of White & Case LLPparties, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within which shall be no later than three (3) Business Days after the last following satisfaction or waiver of the conditions set forth in Article VII is satisfied or waived, other than VI hereof (except for those conditions that that, by their nature nature, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those conditionssuch conditions at the Closing), or at such other by electronic means of communication. The date and time as upon which the parties hereto Closing actually occurs shall agree in writing. Such date is herein be referred to herein as the “Closing Date.”. (b) At or prior to the Closing, the Company or Presstek, as applicable, shall the Company will deliver (or cause to be delivered delivered) to Parent: (i) evidence reasonably satisfactory to Parent either that (A) any stockholder vote required pursuant to Section 5.6 was solicited in conformity with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and benefits that were subject to the stockholder vote or (B) such stockholder approval was not obtained and as a consequence, that the Section 280G Payments waived pursuant to the Parachute Payment Waiver(s) executed in accordance with Section 6.14 hereof5.6 and delivered to Parent, a counterpart of either shall not be made or provided (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Companyshall be returned); (ii) evidence reasonably satisfactory to Parent that the Company has terminated each of those agreements listed on Schedule B, in a counterpart of a global supply agreementform reasonably acceptable to Parent, dated as of with such termination to be effective at or prior to the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”)Effective Time; (iii) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially duly executed Director Resignation Letter in the form attached hereto as Exhibit C (the “Transition Services AgreementDirector Resignation Letters”), from each of the directors of the Company effective as of the Closing; (iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D Company Stockholder Approval; Certain information has been excluded from this agreement (the indicated by “Non-Competition Agreement[***]”);) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions the Company Board Resolutions; (vi) (A) executed payoff letters (including Tax Forms), in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Indebtedness of the Company Board set forth on Schedule 1.4(b)(vi) owed to the party thereof and the amounts payable to such party providing for (whereby x) the Merger full and final satisfaction of such Indebtedness as of the Closing Date and (y) the termination and release of any Liens related thereto (each, a “Payoff Letter”); and (B) an invoice (including Tax Forms) from each advisor or other service provider to the Company (other than any Employee, director or officer of the Company) providing services with respect to the transactions contemplated hereunder were hereby in each case dated no more than three (3) Business Days prior to the Closing Date, with respect to all Closing Third Party Expenses estimated to be due and payable to such advisor or other service providers, as of the Closing Date, including the bank account details of such advisors and service providers (the “Third Party Expenses Payoff Schedule”); (vii) Letters of Transmittal duly approved executed by Company Stockholders, collectively entitled to at least ninety percent (90%) of the Total Closing Merger Consideration; (viii) prior to the Closing Date, duly executed and completed Suitability Documentation from the Company BoardSellers who are entitled to receive, in the aggregate, at least ninety percent (90%) of the Total Closing Merger Consideration, certifying that each such Company Sellers is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act); (ix) a properly executed statement, in accordance with Treasury Regulation Sections 1.897-2(h) and (iii1.1445-2(c)(3) and in the form attached hereto as Exhibit D, certifying that the Shareholders have duly adopted this Agreement Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, together with the required notice to the IRS and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing (the “FIRPTA Compliance Certificate”), provided that Parent’s only remedy for the Company’s failure to provide such FIRPTA Compliance Certificate shall be to withhold or cause to be withheld any required withholding Tax under applicable Tax Law and the consummation Company’s failure to provide such certificate will not be deemed to be a failure of a condition set forth in this Section 1.4(b) to have been met, provided, further, that if a Company Security Holder provides a properly executed IRS Form W-9 to Parent, then, except as otherwise required by a change in Law, Parent shall not withhold or cause to be withheld any withholding Tax under Section 1445 of the transactions contemplated herebyCode with respect to any amounts payable to such Company Security Holders; (x) a duly executed counterpart to the Adjustment and [***] Escrow Agreement from the Stockholder Representative, in the form attached hereto as Exhibit E; (xi) a duly executed counterpart to the PPP Loan Escrow Agreement from the Company and the PPP Loan Escrow Agent, in the form attached hereto as Exhibit F (the “PPP Loan Escrow Agreement”); (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, duly executed counterpart to the effect that paying agent agreement from the conditions set forth Stockholder Representative in Section 7.2(athe form attached hereto as Exhibit J (the “Paying Agent Agreement”), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a no later than two (2) Business Days prior to the Closing, the Estimated Closing Statement duly certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; Company and; (xiv) a long form certificate signed by an authorized officer of Presstek, dated as good standing from the Secretary of State of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek State of Delaware which is dated within five (5) Business Days prior to the Company as a capital contributionClosing with respect to the Company. (c) At or prior to the Closing, Parent and Merger Sub, as applicable, shall will deliver (or cause to be delivered delivered) to Presstek:the Company: Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (i) a duly executed counterpart to the Share Closing PaymentAdjustment and [***] Escrow Agreement from Parent and the Adjustment and [***] Escrow Agent and; (ii) a duly executed counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that Paying Agent Agreement from Parent and the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase OrderPaying Agent.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and The closing of the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Merger by this Agreement (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case LLPDLA Piper LLP (US) in Phoenix, 1155 Avenue of Arizona, at 10:00 a.m. Central Time on the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditionsdate hereof, or at such other place or time and on such other date as may be mutually agreeable to the Parties. The date and time as of the parties hereto shall agree in writing. Such date is Closing are herein referred to as the “Closing Date”, and the Closing shall be effective as of 10:00 a.m. (Central Time) on the Closing Date (the “Effective Time”). The Parties may attend the Closing personally, via facsimile, via electronic mail or via telephone conference. (b) At the Closing, the Company or Presstekshall deliver, as applicable, shall deliver or cause to be delivered delivered, to ParentBuyer: (i) in accordance with Section 6.14 hereof, a the Company’s duly executed counterpart to the Xxxx of either (x) the Lease Assignment, Sale and Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer A (the “Xxxx of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Sale/Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company”); (ii) Parent’s duly executed counterpart to a counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, trademark assignment substantially in the form attached hereto as Exhibit B (the “Global Supply AgreementTrademark Assignment”); (iii) a counterpart evidence of the filing of a transition services agreement, dated as certificate of amendment to the Company’s certificate of incorporation to change the name of the Closing Date, by and between Presstek and Company to a name that does not contain the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the phrase “Transition Services AgreementFresh Frozen”); (iv) a counterpart with respect to the conveyance of the non-competition agreementOwned Real Property, substantially in (1) the form attached hereto as Exhibit D duly executed and acknowledged special warranty deeds conveying good and marketable title to the Owned Real Property subject only to Permitted Encumbrances; (the “Non-Competition Agreement”); (v2) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek all instruments and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed documents reasonably required by the Title Company related to Presstekissue an ALTA Owner’s SLIC product in form and substance satisfactory (Extended Coverage) Title Policy for each parcel of Owned Real Property taking exception solely to Presstek and Parent Permitted Encumbrances; (the “SLIC Purchaser Order”); (x3) a copy of a non-foreign person an affidavit, in a form and substance required under executed by the Treasury Regulations issued under Company, pursuant to Section 1445 1445(b)(2) of the Code stating on which Buyer is entitled to rely, that Presstek the Company is not a “foreign person” as defined in within the meaning of Section 1445 1445(f)(3) of the Code; (4) a settlement statement approved by the Company and Buyer; (5) an owner’s affidavit in form and substance reasonably acceptable to the Company and the Title Company; and (6) all other documents which are customary or may be reasonably necessary or required (including payoff letters and satisfactions of mortgage(s)) and other terminations/releases related thereto) to convey title to the Owned Real Property to Buyer or to further consummate the sale of the Owned Real Property subject only to Permitted Encumbrances; (xiv) delivery of all notices and copies of all consents required to be obtained by the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby listed on Annex G; (vi) pay-off letters from each of Xxxxx Fargo Bank, National Association and BSP Agency, LLC (the “Secured Lenders”) in forms reasonably acceptable to Buyer and such Secured Lenders providing for, upon the payment of amounts required to be paid by the Secured Lenders under the applicable credit facilities, such amounts owed by the Company to each of the Secured Lenders at Closing, the termination of all security interests held by the Secured Lenders with respect to the Purchased Assets (including the authorization of the filing of all necessary UCC-3 termination statements and other necessary documentation in connection with the termination of each of the Secured Lender’s security interests), executed by each of the Secured Lenders; (vii) warehouse receipts from and evidence of payment in full of all amounts owed by the Company to Americold, Xxxxxx Cold Storage, LLC and Gainsville Freezer, LP as of the Closing; (viii) Parent’s duly executed counterparts to a Policy Transfer Agreement substantially in the form attached hereto Exhibit C (the “Policy Transfer Agreement”), to effect the transfer of the Company’s flood insurance policy (Assurant Specialty Property) for its Thomasville, Georgia property to Buyer; (ix) a certificatecertificate of the Secretary of the Company certifying, validly executed as complete and accurate as of the Closing: (A) the certificate of incorporation and all amendments thereto of the Company, duly certified and dated within ten (10) calendar days prior to Closing by the Secretary of State of Delaware, (B) the attached copies of the bylaws of the Company, certifying (iC) as to the terms and effectiveness resolutions or actions of the Company Charter Documents, (ii) Company’s board of directors and stockholders approving the valid adoption execution and delivery of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby, (D) the incumbency of the officers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby, and (E) certificates as to the good standing of the Company dated within five (5) business days prior to Closing, executed by the appropriate officials of the jurisdiction of the Company’s incorporation and each jurisdiction in which the Company is licensed or qualified to do business as a foreign corporation; (xiix) a certificate signed such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by an authorized officer of Buyer, each in form and substance reasonably satisfactory to Company and Buyer and their respective counsel and executed by the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xivxi) a certificate signed all other documents required to be delivered by an authorized officer of Presstek, dated as of the Company on or prior to the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek Date pursuant to the Company as a capital contributionthis Agreement. (c) At the Closing, Parent and Merger SubBuyer shall deliver, as applicable, shall deliver or cause to be delivered delivered, to Presstekthe Company: (i) Buyer’s duly executed counterpart to the Share Closing PaymentXxxx of Sale/Assignment; (ii) a Buyer’s duly executed counterpart of to the Global Supply AgreementTrademark Assignment; (iii) a certificate signed the Cash Purchase Price as provided by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied;2.3(a); and (iv) a counterpart of all other documents required to be delivered by Buyer on or prior to the Transition Services Closing Date pursuant to this Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Order.

Closing; Closing Deliverables. (a) Unless The sale and purchase of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the take place at a closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at to be held remotely via electronic exchange of required Closing documentation on the offices later of White & Case LLP(i) June 7, 1155 Avenue 2021, if on such date, all conditions to the obligations of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions parties set forth in Article VII is satisfied or waived, VI (other than those such conditions that as may, by their nature are to nature, only be satisfied at the ClosingClosing or on the Closing Date) have been satisfied, but subject or, to the fulfillment extent permitted by applicable Law, waived, or (ii) the first Monday following the third Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of those conditionsall conditions to the obligations of the parties set forth in Article VI (other than such conditions as may, by their nature, only be satisfied at the Closing or on the Closing Date), or at such other place or at such other time or on such other date and time as the parties hereto shall Seller Parent and the Buyer mutually may agree in writing. Such date The day on which the Closing actually takes place is herein referred to as the “Closing Date”” and the effective time of the Closing shall be 12:01 a.m. Eastern time on the Closing Date. (b) At or prior to the Closing, the Company or Presstek, as applicable, Buyer shall deliver or cause to be delivered to Parentthe Sellers the following: (i) the Purchase Price as specified in accordance with Section 6.14 hereof, a counterpart of either 2.6; (xii) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Transition Services Agreement, duly executed by an authorized officer of Presstek and the Company; (ii) a counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”)Buyer; (iii) a counterpart the Xxxx of a transition services agreementSale and Assignment and Assumption Agreement, dated as of duly executed by the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”);Buyer; and (iv) a counterpart of the non-competition agreementIntellectual Property Assignment Agreements, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly duly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionBuyer or its applicable Affiliate. (c) At or prior to the Closing, Parent and Merger Sub, as applicable, the Sellers shall deliver or cause to be delivered to Presstekthe Buyer the following: (i) the Share Closing PaymentTransition Services Agreement, duly executed by the Seller Parent; (ii) a counterpart the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Global Supply AgreementSellers; (iii) a certificate signed the Intellectual Property Assignment Agreements, duly executed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfiedeach applicable Seller; (iv) a counterpart certificate of non-foreign status from each Seller in compliance with Treasury Regulations Section 1.1445-2(b)(2) (provided, that if any Seller fails to comply with the Transition Services Agreementforegoing, Buyer’s sole recourse shall be to withhold Tax on amounts payable to such Seller in accordance with applicable Law); (v) a counterpart releases, termination statements or satisfactions, as appropriate, as to all Encumbrances set forth on Section 2.7(c)(v) of the Non-Competition Agreement;Disclosure Schedules; and (vi) a counterpart each of the Emitter Array Patent License Agreement; (vii) a counterpart of Deeds, duly executed by KHFC and any other Seller with an interest in the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase OrderOwned Real Property.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the The closing of the Merger purchase and sale of the Purchased Assets and the other Transactions contemplated hereby (the “Closing”) shall take place at 10:00 A.M. at on the offices Signing Date, simultaneously with the Parties’ execution of White & Case LLP, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, or this Agreement at such other date place as may be agreed to by the Purchaser and time as the parties hereto shall agree in writing. Such date is herein referred to as Seller (the “Closing Date”). Upon signing of this Agreement, there are no conditions to either Party’s obligations to complete, conclude, and close the Transactions. This Agreement and the Transactions shall be deemed effective and delivered as of the Closing. (b) At the Closing, the Company or Presstek, as applicable, following items shall deliver or cause to be delivered to Parentdelivered: (i) in accordance with Section 6.14 hereof, a Seller and Purchaser shall each deliver an executed counterpart of either (x) the Lease Assignment, substantially Patent Assignment Agreement in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the CompanyC; (ii) a Seller and Purchaser shall each deliver an executed counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially Share Issuance Agreement in the form attached hereto as Exhibit B (the “Global Supply Agreement”)D; (iii) a Seller and Purchaser shall each deliver an executed counterpart of a transition services agreement, dated as the Xxxx of the Closing Date, by and between Presstek and the Surviving Corporation, substantially Sale in the form attached hereto as Exhibit C (the “Transition Services Agreement”);E; and (iv) Seller shall deliver Purchaser a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly properly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionIRS Form W-9. (c) At Seller shall provide Purchaser access to Seller’s virtual data room so that Purchaser may download complete and accurate copies (to the extent copies are in the virtual data room in electronic format) and any hard copies or physical materials, to the extent they exist, of all Transferred Records in Seller’s possession relating to the Purchased Assets. For clarity, only the virtual data room contents will be downloaded at Closing, Parent and Merger Sub, as applicable, shall deliver no hard copies of information or cause to physical materials or other tangible Purchased Assets that are held or maintained in locations other than the virtual data room will be delivered to Presstek: (i) Purchaser prior to the Share Closing Payment; (ii) a counterpart Transfer Date. Hard copies of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of ParentTransferred Patents, dated as of the Closing Dateincluding ribbon copies, and Transferred Records will be delivered to Purchaser within [*****] days post-Closing, subject to the effect that the conditions upfront payment being made as set forth in Section 7.3(a1.7(a) have been satisfied; (iv) a counterpart and, upon completion of the Transition Services Agreement; (v) a counterpart delivery of the Non-Competition Agreement; (vi) a counterpart such hard copies, Seller shall provide written notice to Purchaser of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Ordersuch completion.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the The closing of the Merger (the “Closing”) of the acquisition of the Acquired Assets, the assumption of the Assumed Liabilities as contemplated by this Agreement, the execution of the Ancillary Agreements, and the other transactions contemplated by this Agreement shall take place on December 31, 2014, at 10:00 A.M. central time at the offices of White Skadden, Arps, Slate, Xxxxxxx & Case Xxxx LLP, 1155 Avenue of the Americas000 X. Xxxxxx Drive, Xxx XxxxChicago, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditionsIllinois, or at such other date date, time and time place as the parties hereto shall Parties may mutually agree in writing. Such date The day on which the Closing takes place is herein referred to herein as the “Closing Date”.” The Closing shall be deemed effective for all purposes at 11:59 P.M. central time on the Closing Date. (b) At the Closing, the Company or Presstek, as applicable, American shall deliver or cause to be delivered to Parentthe Transferors: (i) in accordance with Section 6.14 hereof, a duly executed counterpart of either (x) the Lease Assignment, Xxxx of Sale with respect to the Acquired Assets substantially in the form attached hereto as Exhibit AA (the “Xxxx of Sale”), duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the CompanyAmerican; (ii) a duly executed counterpart of a global supply agreement, dated as of the Closing Date, by Assignment and between Presstek and Assumption Agreement with respect to the Surviving Corporation, Assumed Liabilities substantially in the form attached hereto as Exhibit B (the “Global Supply Assignment and Assumption Agreement”), executed by American (or its designee, if applicable); (iii) a counterpart copy of a transition services agreement, dated as certified resolutions of American’s board of directors approving the Closing Date, transactions contemplated by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services this Agreement”);; and (iv) a counterpart certificate by an executive officer of American, in his or her capacity as such, certifying to the non-competition agreement, substantially matters set forth in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (vSections 8.3(a) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (viand Section 8.3(b) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance reasonably satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionTransferors. (c) At the Closing, Parent and Merger Sub, as applicable, the Transferors shall deliver or cause to be delivered to PresstekAmerican: (i) duly executed counterparts of the Share Closing PaymentXxxx of Sale, executed by the Transferors; (ii) a counterpart duly executed counterparts of the Global Supply Assignment and Assumption Agreement, executed by the Transferors; (iii) duly executed certificates of an authorized officer of Holdco and Inland American Retail Management, LLC prepared in accordance with Treasury Regulation 1.1445-2(b), certifying Holdco’s and Inland American Retail Management, LLC’s, as applicable, non-foreign status, substantially in the form of Exhibit C (the “Certificates of Non-Foreign Status”); and (iv) a certificate signed by an authorized executive officer of Parent, dated as each of the Closing DateTransferors, in his or her capacity as such, certifying to the effect that the conditions matters set forth in Section 7.3(aSections 8.2(a), 8.2(b) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Orderand 8.2(c), in form and substance reasonably satisfactory to American.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIIIVII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VIIVI, the closing of the Merger transactions contemplated hereby (the “Closing”) shall take place at 10:00 A.M. at remotely via the offices electronic transmittal of White & Case LLP, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000executed documents, as soon as practicable, but in any event, within three (3) Business Days after the day the last of the conditions set forth in Article VII VI is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions; provided, that the Closing shall not occur before the date that is 60 days after the date hereof if PLC has not obtained the Valuation Report in respect of the issue of the Consideration Shares, or at such other date and date, time or place as the parties hereto Contracting Parties shall agree in writing. Such date is herein referred to as the “Closing Date”. (b) At the Closing, the Company or Presstek, as applicable, shall deliver or cause to be delivered to Parent: (i) in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company; (ii) a counterpart of a global supply agreement, dated as certificate of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B Secretary or an Assistant Secretary (the “Global Supply Agreement”); (iiior equivalent officer) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”); (iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form certifying that (A) attached thereto are true and substance satisfactory to Presstek and Parent complete copies of (the “Noveon Purchaser Order”); (ix1) a purchase order between Presstek and the Company for engineering services to be performed all resolutions adopted by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy board of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness directors of the Company Charter Documentsauthorizing the execution, (ii) the valid adoption delivery and performance of resolutions of the Company Board (whereby the Merger this Agreement and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby and (2) resolutions of the Key Stockholder approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (xiiii) a certificate signed by an authorized officer of the Company, Company dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a6.2(a), Section 7.2(b), Section 7.2(d6.2(b) and Section 7.2(f6.2(d) have been satisfied;; and (xiiiiii) a duly executed counterpart of the Escrow Agreement by the Shareholders’ Representative and the Escrow Agent. (c) At the Closing, the Key Stockholder shall deliver or cause to be delivered to Parent a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a6.2(c) and Section 7.2(b) have has been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contribution. (cd) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause to be delivered to Presstek: (i) Parent shall deliver to the Share Closing Payment; Shareholders’ Representative (ii) a counterpart of the Global Supply Agreement; (iiiA) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied; satisfied and (ivB) a duly executed counterpart of the Transition Services Agreement; (v) a counterpart of Escrow Agreement by the Non-Competition Agreement; (vi) a counterpart of Parent and the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase OrderEscrow Agent; and (xii) a counterpart Parent shall deliver payment of the SLIC Purchase Orderamounts required to be paid by it, pursuant to Section 2.5.

Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the The closing of the Merger Purchase (the “Closing”) shall take place at 10:00 A.M. at the offices remotely by exchange of White & Case LLPdocuments and signatures via email, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditionsfacsimile, or at such DocuSign on the date hereof upon the execution of this Agreement and the other date and time as the parties hereto shall agree in writingagreements contemplated hereby. Such date is herein referred to as the “Closing Date”. (b) At the Closing, the Company or Presstekunless waived in writing by Purchaser, as applicablein its sole and absolute discretion, Seller shall deliver or cause to be delivered to ParentPurchaser: (i) a non-foreign person affidavit from Seller in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company; (ii) a counterpart of a global supply agreementreasonably satisfactory to Purchaser, dated as of the Closing Date, as required by Section 1445 of the Code, duly executed by Seller; (ii) a duly executed certificate of the Secretary or other duly authorized officer of Seller, certifying as to and between Presstek attaching (A) true and complete copies of organizational documents of Seller, as amended, each as in effect immediately prior to the Surviving CorporationClosing, substantially (B) true and complete copies of the resolutions of the board of directors of Seller approving the transactions contemplated hereby; and (C) the incumbency of the officers of Seller executing this Agreement or any other agreement executed and delivered in the form attached hereto as Exhibit B (the “Global Supply connection with transactions contemplated by this Agreement”); (iii) a counterpart recent certificate of a transition services agreement, dated as good standing of Seller from the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”)Secretary of State of Seller’s jurisdiction of formation; (iv) a duly executed counterpart from Seller to each of (A) a joinder agreement to the non-competition agreementOperating Agreement; (B) the Services Agreement; (C) the License Agreement, substantially and (D) the Award Agreement, each of which shall be in form and substance acceptable to the form attached hereto as Exhibit D (the “Non-Competition Agreement”)parties thereto; (v) a counterpart lien release letters executed by the holders of all Liens on the license agreementAssets, substantially other than Permitted Liens, in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”)and substance reasonably acceptable to Purchaser; (vi) a counterpart of closing and disbursement schedule, in form and substance reasonably acceptable to the license agreementParties, substantially in the form attached hereto as Exhibit F reflecting all payments and disbursements made at Closing (the “Nomir License AgreementClosing Statement”), duly executed by Seller; (vii) a Release of Claims, substantially validly executed Domain Name assignments irrevocably transferring all rights in the form attached hereto as Exhibit G (Domain Names listed in Section 2.2(d) of the “Release of Claims”);Seller Disclosure Schedule to Purchaser; and (viii) a purchase order between Presstek copy of this Agreement, duly executed by Seller. (c) At the Closing, unless waived in writing by Seller, in its sole and absolute discretion, Purchaser shall deliver or cause to be delivered the Company for following to Seller: (i) the remaining software development Purchase Price in accordance with Section 3.1; (ii) a duly executed counterpart from Purchaser to each of (A) the Operating Agreement; (B) the Services Agreement; (C) the License Agreement; and related electronics prepared on behalf (D) the Award Agreement, each of the Company in connection with its proposed supply arrangement with Nomir which shall be in form and substance satisfactory acceptable to Presstek and Parent (the “Noveon Purchaser Order”)parties thereto; (ixiii) a purchase order between Presstek duly executed certificate of the Secretary or other duly authorized officer of Purchaser, certifying as to and the Company for engineering services to be performed attaching (A) true and complete copies of all resolutions adopted by the Company related to Presstek’s SLIC product in form board of directors, managers, members, or other governing body of Purchaser authorizing the execution, delivery and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy performance of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; , and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (xiiB) a certificate signed by an authorized officer the incumbency of the Companyofficers executing this Agreement or any other agreement executed and deliver in connection with transactions contemplated by this Agreement, dated as and certifying the names and signatures of the Closing Date, officers of Purchaser authorized to sign this Agreement and the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contribution. (c) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause other documents to be delivered to Presstek: (i) the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfiedhereunder; (iv) a counterpart copy of the Transition Services this Agreement;, duly executed by Purchaser; and (v) a counterpart recent certificate from the Secretary of State or other appropriate official of Purchaser’s jurisdiction of formation to the Non-Competition Agreement; effect that Purchaser is in good standing (vior the equivalent thereof) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Orderin such jurisdiction.

Closing; Closing Deliverables. (a) Unless this Agreement The closing shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth occur in Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case Xxxxxx Godward LLP, 1155 Avenue of the AmericasFive Palo Alto Square, Xxx 0000 Xx Xxxxxx Xxxx, Xxx Xxxx Xxxx, XX 00000-0000, upon the execution and delivery of this Agreement by the parties hereto ("Closing"). At the Closing the parties will deliver the following documents, and such additional documents as soon as practicable, but in any event, within three (3) Business Days after the last parties may agree to transfer ownership of the conditions Acquired Assets to Pharsight (which shall be in form satisfactory to both parties) : (a) Sellers shall deliver to Pharsight: (i) A xxxx of sale and assignment, executed by MGA, for the Acquired Assets; (ii) An assignment and assumption agreement (the "Assignment and Assumption Agreement"), executed by MGA, assigning the Assumed Agreements; (iii) The Co-Ownership Agreement, executed by Sellers; (iv) Copyright assignments as set forth in Article VII is satisfied or waivedExhibit C and the Co-Ownership Agreement; (v) Noncompetition Agreements, other than those conditions that executed by their nature are each of Xxxxxxxx and Xxxxxxxx; (vi) An Estoppel Certificate, executed by the lessor under the lease of the MGA Facility; (vii) A Quitclaim by Xxxx Sale as to be satisfied at the Closingany right, but subject title and interest he may have in and to the fulfillment or waiver MGA Products; (viii) Evidence that notice of those conditions, or at such other date termination of each of the distribution agreements listed on Exhibit D has been given with respect to (A) the MGA Unrestricted Software covered thereby and time (B) the MGA Restricted Software covered thereby in the Pharsight Fields; and (ix) The Disclosure Schedule (as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”defined below). (b) At the Closing, the Company or Presstek, as applicable, Pharsight shall deliver or cause to be delivered to Parentthe following documents: (i) The cash portion of the purchase price as set forth in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company2.1(a); (ii) a counterpart of a global supply agreementThe Promissory Note, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially set forth in the form attached hereto as Exhibit B (the “Global Supply Agreement”Section 2.1(b); (iii) a counterpart of a transition services agreementThe Noncompetition Agreements, dated as of the Closing Date, executed by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”);Pharsight; and (iv) a counterpart of the non-competition agreementThe Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”); (v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”); (vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”); (vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”); (viii) a purchase order between Presstek and the Company for the remaining software development and related electronics prepared on behalf of the Company in connection with its proposed supply arrangement with Nomir in form and substance satisfactory to Presstek and Parent (the “Noveon Purchaser Order”); (ix) a purchase order between Presstek and the Company for engineering services to be performed by the Company related to Presstek’s SLIC product in form and substance satisfactory to Presstek and Parent (the “SLIC Purchaser Order”); (x) a copy of a non-foreign person affidavit, in a form and substance required under the Treasury Regulations issued under Section 1445 of the Code stating that Presstek is not a “foreign person” as defined in Section 1445 of the Code; (xi) a certificate, validly executed by Pharsight, pursuant to which Pharsight is assuming the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Company Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were duly approved by the Company Board) and (iii) that the Shareholders have duly adopted this Agreement and the consummation of the transactions contemplated hereby; (xii) a certificate signed by an authorized officer of the Company, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b), Section 7.2(d) and Section 7.2(f) have been satisfied; (xiii) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (xiv) a certificate signed by an authorized officer of Presstek, dated as of the Closing Date, certifying that any outstanding Intercompany Indebtedness has been contributed by Presstek to the Company as a capital contributionAssumed Liabilities. (c) At the Closing, Parent and Merger Sub, as applicable, shall deliver or cause to be delivered to Presstek: (i) the Share Closing Payment; (ii) a counterpart of the Global Supply Agreement; (iii) a certificate signed by an authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3(a) have been satisfied; (iv) a counterpart of the Transition Services Agreement; (v) a counterpart of the Non-Competition Agreement; (vi) a counterpart of the Emitter Array Patent License Agreement; (vii) a counterpart of the Nomir License Agreement; (viii) a counterpart of the Release of Claims; (ix) a counterpart of the Noveon Purchase Order; and (x) a counterpart of the SLIC Purchase Order.