FIRST AMENDMENT TO PURCHASE AND
SALE AGREEMENT
AND ESCROW
INSTRUCTIONS
This First
Amendment to Purchase And Sale Agreement And Escrow Instructions
(“ Amendment ”) is made between Presstek, Inc.,
a Delaware corporation (“ Seller ”) and EJC
Properties, LLLP, an Arizona limited liability limited partnership,
and/or Permitted Assigns (“ Purchaser ”), with
reference to the following recitals.
RECITALS
A. Seller
and Purchaser are parties to that certain Purchase and Sale
Agreement and Escrow Instructions, dated April 24, 2008 (the
“ Agreement ”).
B. Seller
and Purchaser wish to amend the Agreement on the terms and
conditions set forth below.
AGREEMENT
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser agree as
follows:
1.
Feasibility Waiver Notice . Purchaser
acknowledges that the Property Review Period has expired and that
this Amendment shall constitute the Feasibility Waiver Notice
contemplated by Section 5.2 of the Agreement.
2.
Closing Date . The Closing Date shall be July 14,
2008.
3.
Leaseback . Seller and Purchaser approve the
final form of Leaseback attached hereto as Exhibit
“A” and incorporated herein by this
reference.
4.
Tenant Improvements . Exhibit “H” of
the Agreement is hereby amended to delete the last two items set
forth thereon (i.e., “Restrooms” and “Break and
Conference Rooms”).
5.
Excess TI Cost .
5.1 Notwithstanding
the terms of the Excess TI Cost Notice given by Purchaser to Seller
on June 12, 2008, Seller and Purchaser agree that the Excess TI
Cost shall be Three Hundred Fifty-Nine Thousand Ninety-Two and
No/100 Dollars ($359,092.00).
5.2 At
the Closing, Escrow Agent shall retain the Excess TI Cost in
escrow. At such time as Purchaser has incurred actual
out-of-pocket costs for the Tenant Improvements in an amount equal
to the TI Cap [Three Hundred Seventy-Seven Thousand Nine Hundred
Twenty and No/100 Dollars ($377,920.00)], Purchaser shall give
written notice to Seller and Escrow Agent of such fact (the “
TI Cap Notice ”). The TI Cap Notice shall
be certified to Seller and Escrow Agent by Purchaser’s chief
financial officer.
5.3 Thereafter,
Purchaser shall be entitled, not more frequently than every thirty
(30) days, to submit draw requests to Escrow Agent (with a copy to
the Seller) requesting
payment from
the Excess TI Cost (each, a “ Draw Request
”). The Draw Requests shall be certified to Seller
and Escrow Agent by Purchaser’s chief financial
officer. The first Draw Request shall set forth the
amount by which Purchaser’s actual out-of-pocket costs for
the Tenant Improvements have exceeded the TI
Cap. Subsequent Draw Requests shall set forth the amount
of actual out-of-pocket costs for the Tenant Improvements incurred
by Purchaser since the last payment from escrow on account of a
Draw Request. Each Draw Request shall contain a recap of
the Excess TI Cost, each Draw Request, and each payment from escrow
on account of a Draw Request, and shall include invoices from the
Contractor (as that term is defined in Pa
