exv10w31





Exhibit 10.31



Execution Copy

June 9, 2010




STOCK PURCHASE AGREEMENT




by and between



NORDSON CORPORATION



and



BALDWIN TECHNOLOGY COMPANY, INC.



and



BALDWIN AMERICAS CORPORATION



and



BALDWIN EUROPE CONSOLIDATED BV



Dated June 9, 2010



 









 





TABLE OF CONTENTS





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 	 	 
	 	1.	 	 	Definitions	 	 	1	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	2.	 	 	Sale and Purchase of the Transferred Shares	 	 	1	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Sale and Purchase
	 	 	1	 
	 	 	 	 	(b)

	 	Purchase Price
	 	 	1	 
	 	 	 	 	(c)

	 	EBITDA Subsidy
	 	 	2	 
	 	 	 	 	(d)

	 	Transfer of Intellectual Property
	 	 	2	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	3.	 	 	Closing	 	 	2	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	4.	 	 	Post-Closing Adjustment of the Purchase Price	 	 	2	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	5.	 	 	Representations and Warranties by Nordson	 	 	3	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Ownership of Shares
	 	 	3	 
	 	 	 	 	(b)

	 	Organization and Authority
	 	 	4	 
	 	 	 	 	(c)

	 	No Conflict
	 	 	4	 
	 	 	 	 	(d)

	 	Financial Statements; No Undisclosed Liabilities
	 	 	4	 
	 	 	 	 	(e)

	 	Inventory
	 	 	4	 
	 	 	 	 	(f)

	 	Accounts Receivable; Other Assets
	 	 	5	 
	 	 	 	 	(g)

	 	Actions in Ordinary Course of Business; No Material Adverse Change
	 	 	5	 
	 	 	 	 	(h)

	 	Title to Property
	 	 	7	 
	 	 	 	 	(i)

	 	Real Property
	 	 	7	 
	 	 	 	 	(j)

	 	No Litigation or Claims; No Governmental Investigation
	 	 	8	 
	 	 	 	 	(k)

	 	Product Warranties
	 	 	8	 
	 	 	 	 	(l)

	 	Environmental
	 	 	8	 
	 	 	 	 	(m)

	 	Contracts, Leases and Licenses
	 	 	8	 
	 	 	 	 	(n)

	 	Intellectual Property
	 	 	9	 
	 	 	 	 	(o)

	 	Employment; Employee Benefits
	 	 	10	 
	 	 	 	 	(p)

	 	U.S. Employee Benefits
	 	 	11	 
	 	 	 	 	(q)

	 	Compliance with Laws
	 	 	12	 
	 	 	 	 	(r)

	 	Taxes
	 	 	12	 
	 	 	 	 	(s)

	 	No Finder’s Fee or Brokerage Commission
	 	 	12	 
	 	 	 	 	(t)

	 	FCPA
	 	 	12	 
	 	 	 	 	(u)

	 	Trade Control
	 	 	13	 
	 	 	 	 	(v)

	 	Insurance
	 	 	13	 
	 	 	 	 	(w)

	 	U.K. Pension
	 	 	13	 
	 	 	 	 	(x)

	 	Completeness of Disclosure
	 	 	14	 
	 	 	 	 	(y)

	 	Limitations on Representations and Warranties
	 	 	14	 






i









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 	 	 
	 	6.	 	 	Representations and Warranties by Baldwin	 	 	14	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Organization and Authority
	 	 	14	 
	 	 	 	 	(b)

	 	No Conflict
	 	 	14	 
	 	 	 	 	(c)

	 	No Finder’s Fee or Brokerage Commission
	 	 	15	 
	 	 	 	 	(d)

	 	Litigation
	 	 	15	 
	 	 	 	 	(e)

	 	Completeness of Disclosure
	 	 	15	 
	 	 	 	 	(f)

	 	Limitations on Representations and Warranties
	 	 	15	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	7.	 	 	Covenants of Nordson and Baldwin	 	 	15	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Access and Investigation
	 	 	15	 
	 	 	 	 	(b)

	 	Operation of the Businesses of the Transferred Entities
	 	 	16	 
	 	 	 	 	(c)

	 	Conditions; Other Consents
	 	 	17	 
	 	 	 	 	(d)

	 	Advise Baldwin of Adverse Change
	 	 	17	 
	 	 	 	 	(e)

	 	Employment Matters
	 	 	18	 
	 	 	 	 	(f)

	 	U.K. Pension Matters
	 	 	18	 
	 	 	 	 	(g)

	 	GPP
	 	 	19	 
	 	 	 	 	(h)

	 	Change of Name; Use of Name
	 	 	19	 
	 	 	 	 	(i)

	 	U.K. Lease Agreement
	 	 	20	 
	 	 	 	 	(j)

	 	Tax Matters
	 	 	21	 
	 	 	 	 	(k)

	 	Nordson Intercompany Accounts and Assets
	 	 	23	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	8.	 	 	Conditions to Obligations of Baldwin	 	 	24	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Representations and Warranties True on Closing Date
	 	 	24	 
	 	 	 	 	(b)

	 	Compliance with Agreement
	 	 	24	 
	 	 	 	 	(c)

	 	No Litigation
	 	 	24	 
	 	 	 	 	(d)

	 	Third-Party Consents and Approvals
	 	 	24	 
	 	 	 	 	(e)

	 	Alliance Agreements
	 	 	25	 
	 	 	 	 	(f)

	 	Material Adverse Change
	 	 	25	 
	 	 	 	 	(g)

	 	Transition Services Agreement
	 	 	25	 
	 	 	 	 	(h)

	 	Key Employees
	 	 	25	 
	 	 	 	 	(i)

	 	Resignations
	 	 	25	 
	 	 	 	 	(j)

	 	Pension Conditions
	 	 	25	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	9.	 	 	Conditions to Obligations of Nordson	 	 	26	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Representations and Warranties True on Closing Date
	 	 	26	 
	 	 	 	 	(b)

	 	Compliance with Agreement
	 	 	26	 
	 	 	 	 	(c)

	 	No Litigation
	 	 	26	 
	 	 	 	 	(d)

	 	Third-Party Consents and Approvals
	 	 	26	 
	 	 	 	 	(e)

	 	Alliance Agreements
	 	 	26	 
	 	 	 	 	(f)

	 	Supply Agreement
	 	 	26	 
	 	 	 	 	(g)

	 	Transition Services Agreement
	 	 	26	 
	 	 	 	 	(h)

	 	U.K. Lease Agreement
	 	 	26	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	10.	 	 	Survival of Representations, Warranties and Covenants	 	 	27	 






ii









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 	 	 
	 	11.	 	 	Indemnification	 	 	27	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Indemnification by Nordson
	 	 	27	 
	 	 	 	 	(b)

	 	Indemnification by Baldwin
	 	 	28	 
	 	 	 	 	(c)

	 	Deductible; Indemnity Cap
	 	 	28	 
	 	 	 	 	(d)

	 	Notice of Third-Party Claims
	 	 	28	 
	 	 	 	 	(e)

	 	Further Limitations and Qualifications on Indemnification
	 	 	29	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	12.	 	 	Termination	 	 	29	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	13.	 	 	Post Closing Restrictions on Nordson	 	 	30	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	14.	 	 	Miscellaneous	 	 	31	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	(a)

	 	Expenses
	 	 	31	 
	 	 	 	 	(b)

	 	Entire Agreement
	 	 	31	 
	 	 	 	 	(c)

	 	Waiver
	 	 	32	 
	 	 	 	 	(d)

	 	Governing Law; Dispute Resolution
	 	 	32	 
	 	 	 	 	(e)

	 	Notices
	 	 	32	 
	 	 	 	 	(f)

	 	Assignment
	 	 	33	 
	 	 	 	 	(g)

	 	Table of Contents; Preamble; Headings
	 	 	33	 
	 	 	 	 	(h)

	 	Binding Effect
	 	 	33	 
	 	 	 	 	(i)

	 	Severability
	 	 	33	 
	 	 	 	 	(j)

	 	Further Assurances
	 	 	34	 
	 	 	 	 	(k)

	 	Counterparts
	 	 	34	 
	 	 	 	 	(l)

	 	Public Announcements
	 	 	34	 






iii









 






LIST OF EXHIBITS




	 	 	 

	Exhibit A

	 	Defined Terms
	Exhibit B

	 	Promissory Note
	Exhibit C

	 	Sample Closing Date Balance Sheet
	Exhibit D

	 	Lease Deed of Substitution
	Exhibit E

	 	Transition Services Agreement
	Exhibit F

	 	Deed of Substitution and Amendment
	Exhibit G

	 	Supply Agreement







iv











 





STOCK PURCHASE AGREEMENT




     This STOCK PURCHASE AGREEMENT (this “Agreement”), dated June 9, 2010, is entered into by and
among Nordson Corporation, a corporation organized under the laws of the State of Ohio (“Nordson”),
Baldwin Technology Company, Inc., a corporation organized under the laws of the State of Delaware
(“Baldwin”), Baldwin Americas Corporation (the “U.S. Acquisition Subsidiary”) and Baldwin Europe
Consolidated BV (the “Dutch Acquisition Subsidiary” and, together with the U.S. Acquisition
Subsidiary, the “Acquisition Subsidiaries”).



     WHEREAS, Nordson owns all of the outstanding share capital (the “Nordson UV Limited Shares”)
of Nordson UV Limited, a limited liability company registered in England and Wales (“Nordson UV
Limited”), and all of the issued and outstanding shares of capital stock (the “Horizon Lamps
Shares”) of Horizon Lamps, Inc., a corporation organized under the laws of the State of New Jersey
(“Horizon Lamps”).



     WHEREAS, Nordson UV Limited owns all of the outstanding share capital of each of Spectral
Technology Limited (“STL”), Primarc Limited (“Primarc”), Colordry Limited (“Colordry”), Wallace
Knight Limited (“WKL”) and ACT Spectral Limited (“ACT”).



     WHEREAS, Baldwin desires to have the Dutch Acquisition Subsidiary purchase the Nordson UV
Limited Shares and the U.S. Acquisition Subsidiary purchase the Horizon Lamps Shares pursuant to
this Agreement, and Nordson desires to sell the Nordson UV Limited Shares to the Dutch Acquisition
Subsidiary and the Horizon Lamps Shares to the U.S. Acquisition Subsidiary pursuant to this
Agreement.



     NOW, THEREFORE, for good and valuable consideration, Nordson and Baldwin hereby agree as
follows:



     1. Definitions. The defined terms used in this Agreement are set forth on Exhibit
A hereto.



     2. Sale and Purchase of the Transferred Shares.



          (a) Sale and Purchase. On the Closing Date, Nordson shall sell the Nordson UV Limited
Shares to the Dutch Acquisition Subsidiary (and the Dutch Acquisition Subsidiary shall purchase the
Nordson UV Limited Shares) and the Horizon Lamps Shares to the U.S. Acquisition Subsidiary (and the
U.S. Acquisition Subsidiary shall purchase the Horizon Lamps Shares), in each case free and clear
of any and all liens, claims, charges, encumbrances, pledges, security interests, mortgages,
options and third party rights of any kind (“Encumbrances”). At the Closing, Nordson shall deliver
to the Acquisition Subsidiaries certificates for the Transferred Shares that are duly endorsed for
transfer to the Acquisition Subsidiaries or accompanied by duly executed stock powers.




          (b) Purchase Price. In exchange for the sale of the Transferred Shares, Baldwin shall
pay to Nordson a purchase price equal to $1,500,000 (the “Purchase Price”),




1









 







subject to the
adjustment as provided in Section 4. Baldwin shall pay the Purchase Price by executing and
delivering to Nordson, on the Closing Date, a promissory note in the principal amount of the
Purchase Price (as adjusted pursuant to Section 4) and in the form attached hereto as Exhibit
B (the “Promissory Note”). The Promissory Note shall include a maturity date of five (5) years
from the Closing Date and be senior in priority to any future subordinated indebtedness of Baldwin.
The principal amount of the Promissory Note (the “Principal Amount”) shall be subject to
adjustment as provided in Sections 4 and 14(a).




          (c) EBITDA Subsidy. As an agreed subsidy based on the EBITDA of the Transferred
Business for the fiscal year ended October 31, 2009, Nordson will pay to Baldwin $150,000 in
immediately available funds on the Closing Date.




          (d) Transfer of Intellectual Property. On the Closing Date, Nordson shall transfer to
the entity or entities designated by Baldwin the intellectual property rights relating to the
Transferred Business listed on Schedule 2(d) hereto (the “Transferred Intellectual
Property”), pursuant to such transfer documents as shall be reasonably acceptable to both Nordson
and Baldwin.




     3. Closing. The closing of the transactions contemplated by this Agreement (the
“Closing”) will take place at a mutually agreed time and place on June 30, 2010, or on such other
date as the parties may agree. The actual date of the Closing is referred to as the “Closing
Date.”



     4. Post-Closing Adjustment of the Purchase Price.



          (a) The Net Working Capital as of the Closing Date, as well as any adjustment of the Purchase
Price resulting therefrom, shall be determined on the basis of a balance sheet of the Transferred
Entities as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), which
shall be prepared in accordance with the sample balance sheet as of January 31, 2010 set forth on
Exhibit C hereto (the “Sample Closing Date Balance Sheet”). Baldwin shall deliver to
Nordson a proposed Closing Date Balance Sheet showing the calculation of the Net Working Capital as
of the close of business on the Closing Date no later than sixty (60) days after the Closing Date.
In connection with Nordson’s review of the Closing Date Balance Sheet, Baldwin shall provide
Nordson with access to the applicable books, records, properties, assets and employees of the
Transferred Business, and copies of all supporting work papers generated in connection with the
preparation of the Closing Date Balance Sheet, as shall be reasonably necessary for Nordson to
complete its review of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall become
binding as between the parties if (i) Nordson approves the Closing Date Balance Sheet or (ii)
Nordson does not object within thirty (30) days after delivery thereof, such objection to be
evidenced by a written notice asserting that the
Closing Date Balance Sheet received from Baldwin does not meet the provisions of this
Agreement (an “Objection”). In the event that Nordson and Baldwin cannot agree on the Closing Date
Balance Sheet within thirty (30) days following the delivery of an Objection, Nordson and Baldwin
shall submit the items in dispute to Deloitte LLP or, if such firm is unable or unwilling to so
act, such other internationally-recognized firm of independent public accountants as mutually
agreed upon by Nordson and Baldwin (the “Independent




2









 







Accountants”). The Independent Accountants
shall finally determine, in accordance with this Section 4, the matters that have been raised in
the Objection and remain in dispute between Nordson and Baldwin as promptly as reasonably
practicable, it being agreed and understood that the Independent Accountants shall not consider or
resolve any other matters. The Independent Accountants shall give the parties adequate opportunity
to present their views in writing and at a hearing or hearings to be held in the presence of
Nordson and Baldwin and their respective advisors. The final decision of the Independent
Accountants shall include the reasons for its decision, but shall not fall outside the positions
taken by the parties in respect of the matters that remain in dispute. The determination of the
Independent Accountants shall (in the absence of fraud or manifest error) be final and binding on
the parties. Nordson and Baldwin shall each pay one-half of the fees and expenses of the
Independent Accountants in connection with any such dispute. Such fees and expenses of the
Independent Accountants shall promptly be paid in cash or by wire transfer directly to the
Independent Accountants upon demand.




          (b) The Purchase Price shall be adjusted, to the extent applicable, as follows: (i) if the Net
Working Capital as stated on the Closing Date Balance Sheet as finally calculated exceeds the
Target Net Working Capital, then the Purchase Price shall be increased in an amount equal to such
excess; and (ii) if the Target Net Working Capital exceeds the Net Working Capital as stated on the
Closing Date Balance Sheet as finally calculated, then the Purchase Price shall be decreased in an
amount equal to such excess. Any adjustment effected under this Section 4 shall for Tax purposes
be treated as an adjustment to the purchase price payable under this Agreement. Promptly after the
final calculation of the Net Working Capital and any adjustment to the Purchase Price under this
Section 4, the Principal Amount of the Promissory Note shall be correspondingly adjusted.




     5. Representations and Warranties by Nordson. Nordson hereby represents and warrants
to Baldwin and the Acquisition Subsidiaries as follows:



          (a) Ownership of Shares. Nordson owns the Nordson UV Limited Shares, which constitute
all of the outstanding share capital of Nordson UV Limited. Nordson owns the Horizon Lamps Shares,
which constitute all of the outstanding shares of capital stock of Horizon Lamps. Nordson has the
right to transfer to Baldwin ownership of the Transferred Shares, free and clear of any and all
Encumbrances. Nordson UV Limited owns all of the outstanding share capital of each of the Nordson
UV Limited Subsidiaries. STL, Colordry, WKL and ACT are dormant companies for purpose of the UK
Companies Act 2006. There are no outstanding options, warrants, rights or calls relating to any of
the outstanding share capital of any of the Transferred Entities, there are no convertible or
exchangeable securities or other rights,
commitments or obligations to purchase or sell any shares of capital stock of any of the
Transferred Entities, and no Person has any right of first refusal, preemptive right, subscription
right, “phantom stock” right, stock appreciation right or similar right with respect to any shares
of capital stock of any of the Transferred Entities. There is no action, suit, proceeding, claim,
arbitration or litigation (or, to the Knowledge of Nordson, any investigation) pending or, to the
Knowledge of Nordson, threatened against or affecting the Transferred Shares.




3









 








          (b) Organization and Authority. Nordson is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio and has the necessary corporate
power and authority to execute and deliver this Agreement and to perform its obligations under this
Agreement and the other agreements contemplated by this Agreement (collectively, the “Transaction
Documents”). The Transaction Documents have been duly authorized by all necessary corporate action
on the part of Nordson. This Agreement has been duly and validly executed and delivered by Nordson
and is the legal, valid and binding obligation of Nordson enforceable against it in accordance with
its terms, except as may be limited by bankruptcy and insolvency laws and other laws affecting the
rights of creditors generally, including general principles of equity, whether such enforceability
is considered in a proceeding in equity or at law. Each of Nordson UV Limited and the Nordson UV
Limited Subsidiaries are limited liability companies duly organized and validly existing under the
laws of its jurisdiction of organization and has the necessary power and authority to conduct its
business as it is presently conducted. Horizon Lamps is a corporation duly organized and validly
existing under the laws of the State of New Jersey and has the necessary power and authority to
conduct its business as it is presently conducted.




          (c) No Conflict. Except as set forth on Schedule 5(c), neither the execution
and delivery of the Transaction Documents, nor the completion of the transactions contemplated by
the Transaction Documents, will (i) violate, conflict with or constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under any material
agreement (including any agreement identified on Schedule 5(m)) to which any of Nordson or
any of the Transferred Entities is a party or by which any of them may be bound, (ii) violate any
Applicable Law, (iii) result in any Encumbrance upon any of the assets or share capital of any of
the Transferred Entities, or (iv) violate or be in conflict with any provision of the articles of
incorporation or by-laws (or comparable organizational documents) of Nordson or any of the
Transferred Entities. No Transferred Entity is or has been in breach or violation of or default
under any provision of its articles of incorporation or by-laws (or comparable organizational
documents).




          (d) Financial Statements. Attached to this Agreement as Schedule 5(d) are the
following financial statements: (i) an unaudited compiled balance sheet of the Transferred Entities
as of October 31, 2009 (the “October 31, 2009 Balance Sheet”); (ii) an unaudited compiled balance
sheet of the Transferred Entities as of January 31, 2010 (the “Reference Date Balance Sheet”), and
(iii) unaudited compiled income statements of
the Transferred Business for the twelve-month period ended October 31, 2009 and for the
three-month period ended January 31, 2010 (items (i), (ii) and (iii) together, the “Financial
Statements”). The October 31, 2009 Balance Sheet and the Reference Date Balance Sheet fairly
present in all material respects the financial position of the Transferred Entities as of the dates
indicated, and the income statements included in the Financial Statements fairly present in all
material respects the results of operations of the Transferred Business for the periods indicated.




          (e) Inventory. Reserves have been established to reduce the value of all inventory,
including parts inventory, work in process, subassembly inventory and finished goods, that is slow
moving, excessive or obsolete to the lower of cost or net realizable value in the




4









 







Reference Date
Balance Sheet. The net value of inventory at the lower of cost or net realizable value in the
Reference Date Balance Sheet is in good and merchantable condition and usable or saleable in the
ordinary course of business consistent with past practices of the Transferred Entities. The
inventory of the Transferred Entities as of January 31, 2010 is of a quality, quantity and mix for
such items consistent with the prior business practices of the Transferred Entities. Since January
31, 2010, the inventory has been maintained in the ordinary course of business consistent with the
past practices of the Transferred Entities.




          (f) Accounts Receivable; Other Assets. All of the accounts receivable shown in the
Reference Date Balance Sheet, net of reserves for doubtful accounts, represent valid and genuine
claims arising solely out of bona fide sales and deliveries of goods and performance of services in
the ordinary course of business consistent with the past practices of the Transferred Entities.
All other assets shown in the Reference Date Balance Sheet, net of any reserves, are valid and
recoverable in the ordinary course of business. The reserve for doubtful accounts reflected in the
Reference Date Balance Sheet is adequate as of the date thereof under U.S. GAAP; provided that this
representation shall not be deemed to be breached unless such reserve is shown to be incorrect by
more than $50,000 and then only to the extent the amount by which the reserve is shown to be
incorrect exceeds $50,000.




          (g) Actions in Ordinary Course of Business; No Material Adverse Change. Except as set
forth on Schedule 5(g) or as otherwise contemplated by this Agreement (including the
schedules hereto), since January 31, 2010, with respect to the Transferred Business the Transferred
Entities have:




               (i) operated their businesses in the ordinary course as previously and ordinarily conducted
and have not incurred any debt or liability, or entered into any contract, otherwise than in the
ordinary course of business;



               (ii) used commercially reasonable efforts to maintain their relationships with employees,
distributors, sales representatives, customers, suppliers and others with whom they have business
relationships;



               (iii) not redeemed or agreed to redeem any shares of capital stock or other equity interests;



               (iv) not issued or agreed to issue any shares of capital stock or other equity interests or
any options, warrants, convertible securities or other rights to acquire any shares of capital
stock or other equity interests;



               (v) paid trade creditors and collected from account debtors in accordance with their normal
practices;



               (vi) not changed the compensation payable to any of their directors, officers or employees,
other than normal merit increases and bonuses in the ordinary course of business consistent with
past practices;



5









 





               (vii) not amended or changed their articles of incorporation or by-laws (or comparable
organizational documents);



               (viii) not delayed or postponed the payment of accounts payable or other liabilities, in each
case, outside the ordinary course of business consistent with past practice, made any change in its
accounting principles or practices or the methods by which such principles or practices are applied
for financial reporting purposes (except as required by U.S. GAAP), changed, or made, any Tax
election, changed any Tax accounting method or settled any claim for Taxes or written down or
written up (or failed to write down or write up in accordance with U.S. GAAP consistent with past
practice) the value of any inventories or accounts receivables or revalued any of their respective
assets other than in the ordinary course of business consistent with past practice and in
accordance with U.S. GAAP;



               (ix) not (A) adopted, established, entered into, amended or terminated any benefit plan, (B)
entered into, amended or modified any collective bargaining agreement, union contract or other
contract with any labor organization or union, (C) entered into, amended or modified any
employment, consulting, severance, change in control or similar contract, (D) funded or in any
other way secured any payment of compensation or benefit under any contract or benefit plan except
as required by any existing plan or agreement, (E) exercised any discretion to accelerate the
vesting or payment of any compensation or benefit under any contract or benefit plan, or (F) had
any labor dispute (other than individual grievances) or any activity or proceeding by a labor union
or representative thereof to organize any employees of any Transferred Entity;



               (x) not suffered any material damage, destruction or loss with respect to any of the
Transferred Entities’ properties or assets, whether or not covered by insurance;



               (xi) not acquired, sold, transferred, conveyed, leased, subleased or otherwise disposed of any
businesses or any properties or assets (whether by merger, consolidation or otherwise), other than
acquisitions of supplies, sales of inventory or other actions in the ordinary course of business
consistent with past practice;



               (xii) not (A) incurred, guaranteed or assumed any indebtedness, or mortgaged, pledged or
subjected to any Encumbrance (other than Permitted Encumbrances) any of its properties or assets,
(B) paid any principal of or interest on any indebtedness before the required date of such payment,
cancelled any indebtedness or waived any claims or rights with respect to any indebtedness, except
as contemplated by this Agreement, or (C) failed to pay any creditor any amount owed to such
creditor when due, except where any such amount is being contested or negotiated in good faith;



               (xiii) not made any loan, advance or capital contribution to, or investment in, any Person
other than travel loans or advances in the ordinary course of business consistent with past
practice;



               (xiv) not taken any action that would constitute a “mass lay-off,” a “mass termination,” or a
“plant closing,” or which would otherwise trigger notice requirements under any



6









 




Applicable Law
concerning reductions in force, such as the WARN Act, or any similar federal, state, local or
foreign Applicable Law in any applicable jurisdiction;




               (xv) not made any capital expenditure or commitment for any capital expenditure in excess of
$20,000;



               (xvi) not made any material changes in its customary methods of operations, including
practices and policies relating to manufacturing, purchasing inventory, marketing, selling and
pricing;



               (xvii) maintained in full force and effect the insurance policies covering the Transferred
Entities;



               (xviii) not undergone a complete or partial liquidation, dissolution, restructuring,
recapitalization or other reorganization, except as contemplated by this Agreement;



               (xix) not entered into any change in control, severance or stay-in-place bonus agreement with
any of their officers, directors or employees; and



               (xx) not agreed to do any of the foregoing.


Since January 31, 2010, there has not been any material adverse change in the assets, liabilities,
financial condition or operations of the Transferred Business, except as contemplated by
Schedule 5(g) or as otherwise contemplated by this Agreement.




          (h) Title to Property. The Transferred Entities have good and marketable title to all
of their assets, including the assets reflected in the Reference Date Balance Sheet (except for
inventory sold and accounts receivable collected since January 31, 2010 in the ordinary course of
business), free and clear of any and all Encumbrances, other than liens with respect to equipment
leases that are reflected in the Financial Statements (collectively, “Permitted Encumbrances”).
The assets held by the Transferred Entities, together with the Transferred
Intellectual Property and any other assets held under any valid and subsisting licenses or
leases, constitute all of the assets reasonably necessary for the operation of the Transferred
Business as it is being conducted as of the date of this Agreement.




          (i) Real Property. None of the Transferred Entities owns any real property. The
Transferred Entities listed on Schedule 5(i) have good and valid leasehold estates in, and
have exclusive and undisturbed possession of, the corresponding real property identified on
Schedule 5(i) (the “Leased Real Property”). Except as set forth on Schedule 5(i),
none of the Transferred Entities occupies or uses any real property in connection with the
operations of the Transferred Business other than the Leased Real Property. No Person other than
the respective Transferred Entity is in possession of or occupies the Leased Real Property, and the
Transferred Entities have not granted any other Person the right to use or occupy any part of the
Leased Real Property. Nordson has delivered to Baldwin true and complete copies of the leases set
forth on Schedule 5(i) (the “Leases”) and all amendments, extensions and renewals thereof.
The Leases are in full force and effect and there are no oral Leases. There is no material default
on the part




7









 







of the applicable Transferred Entity or, to the Knowledge of Nordson, the other party
thereto, and no event has occurred or failed to occur which with the giving of notice, the passage
of time, or both, would constitute a default by the applicable Transferred Entity or, to the
Knowledge of Nordson, the other party thereto, under the Leases. None of the Transferred Entities
or Nordson has given or received written notice to or from any Person regarding a potential or
alleged default by any Person under the Leases. The full amount of security deposit required under
each of the Leases, if any, is on deposit thereunder.




          (j) No Litigation or Claims; No Governmental Investigation. Schedule 5(j)
describes all pending and, to the Knowledge of Nordson, threatened litigation or claims against any
of Nordson or the Transferred Entities relating to the Transferred Business. To the Knowledge of
Nordson, none of Nordson or any of the Transferred Entities is the subject of any investigation or
inquiry by any Governmental Entity relating to the Transferred Business. There are no judgments
outstanding against any of Nordson or the Transferred Entities relating to the Transferred
Business. There is no action, suit, complaint, claim or other proceeding (or, to the Knowledge of
Nordson, any investigation) pending or, to the Knowledge of Nordson, threatened against Nordson or
any of the Transferred Entities, nor has any order, injunction or decree been issued to Nordson or
any of the Transferred Entities, that, in any such case, seeks to enjoin the transactions
contemplated by this Agreement.




          (k) Product Warranties. The standard warranties given by the Transferred Entities for
the products manufactured or sold by them relating to the Transferred Business are set forth on
Schedule 5(k). The Reference Date Balance Sheet reflects adequate reserves, in accordance
with U.S. GAAP, as of the date thereof for statutory and contractual warranty claims in connection
with any equipment sold by the Transferred Business on or prior to the date of the Reference Date
Balance Sheet.




          (l) Environmental. To the Knowledge of Nordson, except as set forth on Schedule
5(l) or in any environmental audits provided by Nordson to Baldwin, the Transferred Entities
have at all times complied in all material respects with all Environmental Laws. To the Knowledge
of Nordson, except as set forth on Schedule 5(l) or in any environmental audits provided by
Nordson to Baldwin, none of the Transferred Entities or the Leased Real Property has any liability
resulting from the failure to comply with any such Environmental Laws or from any release,
discharge, use, treatment, handling, storage or disposal of any Hazardous Substances, including any
liabilities for environmental remediation or for personal injuries to customers, employees or any
other Person. To the Knowledge of Nordson, Nordson has delivered to Baldwin copies of all
environmental audits that are in the possession of Nordson or the Transferred Entities relating to
the real property that is subject to the Leases.




          (m) Contracts. Schedule 5(m) identifies the following contracts to which any
of the Transferred Entities is a party relating to the Transferred Business and that include
obligations of the Transferred Entities extending after the date hereof:




8









 








               (i) any contract or purchase order with a customer that provides for the sale of more than
$100,000 in goods or services in any 12-month period ending after the Closing Date;



               (ii) any contract with a supplier that provides for the purchase of more than $100,000 in
goods or services in any 12-month period;



               (iii) any contract with a sales representative, sales agent or distributor;



               (iv) any contract that limits the right to compete, sell or distribute products, in any
territory;



               (v) any personal property lease with annual rentals in excess of $100,000;



               (vi) any partnership, joint venture or cooperation contract;



               (vii) any contract governing indebtedness for borrowed money, bank overdrafts or letters of
credit, and any purchase money security agreement; and



               (viii) any agreement, irrespective of materiality, concerning goods or services exchanged
between Nordson and any of the Transferred Entities.


Except as described on Schedule 5(m), each of the contracts required to be listed thereon
is valid and in full force and effect, the applicable Transferred Entity has performed all
obligations required to be performed by it thereunder, and, to the Knowledge of Nordson, all of the
other parties thereto have performed all obligations required to be performed by them thereunder.
Except as stated on Schedule 5(m), Nordson has no reason to believe that any of the
contracts
required to be listed thereon will be cancelled before the end of its term.




          (n) Intellectual Property.




               (i) Schedule 5(n) sets forth an accurate and complete list of the following: all (A)
Intellectual Property Rights owned or licensed to the Transferred Entities relating to the
Transferred Business, (B) unexpired licenses of Intellectual Property Rights owned by the
Transferred Entities relating to the Transferred Business that have been granted by any of the
Transferred Entities to any other Person, and (C) other agreements relating to Intellectual
Property Rights to which any of the Transferred Entities is a party or bound relating to the
Transferred Business. Except as set forth on Schedule 5(n), the Transferred Entities
possess a valid, exclusive and subsisting license to use all Intellectual Property Rights
identified as licensed by them on Schedule 5(n). Except as set forth on Schedule
5(n), the Transferred Entities own or have the right to use all of the Intellectual Property
Rights used by them in the Transferred Business.



               (ii) To the Knowledge of Nordson, none of the Transferred Entities is infringing the right or
claimed right of any other Person with respect to any Intellectual Property



9









 




Rights relating to the
Transferred Business. To the Knowledge of Nordson, except as set forth on Schedule 5(n),
none of the Transferred Entities has received within the past five years any notice of any alleged
infringement by any other Person of any Intellectual Property Rights that relate to any product
manufactured or sold by the Transferred Business.




               (iii) The Transferred Entities have taken commercially reasonable steps to safeguard and
maintain the secrecy and confidentiality of, or its proprietary rights in, all Intellectual
Property Rights used by them in the operation of the Transferred Business.



          (o) Employment; Employee Benefits.




               (i) Nordson has provided lists set forth on Schedule 5(o) of: (A) all officers,
employees, directors and/or workers (excluding agency workers) of each of the Transferred Entities
and any bonuses and/or equity incentives to which each such individual is entitled, in addition to
their hourly or monthly base compensation under the express terms of their employment, service or
consultancy agreement or any other contract for services and the company which employs them; and
(B) all former officers, employees, workers, directors and consultants of each of the Transferred
Entities who are currently receiving severance payments, and the remaining amounts to be paid.
Except as set forth on Schedule 5(o), subject to rights and obligations conferred by any
Applicable Law, all officers, employees, directors, and workers of each of the Transferred Entities
as of the date hereof may be terminated by the relevant Transferred Entity at any time with or
without cause and without any contractual severance pay to such officers, employees, directors and
workers (other than for a statutory redundancy payment, accrued holiday entitlement and contractual
or statutory notice entitlement (whichever is the greater)).



               (ii) (A) Except as set forth on Schedule 5(o), the Transferred Entities do not operate
any short-time working scheme or arrangement or any redundancy or redeployment scheme or
arrangement, whether formal or informal, contractual or non contractual, which provides for
payments greater than those required by mandatory law; (B) none of the Transferred Entities has
given or received notice to terminate the employment or engagement of any officer, employee,
director and/or worker and no such person has ceased to be employed or engaged by the Transferred
Entities in the three months prior to the Closing Date; (C) to the Knowledge of Nordson, there is
no person previously employed by any of the Transferred Entities who now has a statutory or
contractual right to return to work at or be reinstated or re-engaged by a relevant Transferred
Entity; (D) to the Knowledge of Nordson, there are no outstanding threatened or actual claims,
demands, grievances, protected category questionnaires or arbitrations of material importance
between any of the Transferred Entities, on the one hand, and any of their respective officers,
employees, directors or workers, on the other hand; (E) to the Knowledge of Nordson, in the three
(3) months prior to the Closing Date the Transferred Entities have made no assurance or undertaking
to any of their officers, employees, directors and/or workers (excluding agency workers) as to any
material change to their contractual remuneration and/or contractual benefits whether in connection
with this Agreement or otherwise in connection with their employment or engagement; (F) except as
set forth on Schedule 5(o), no offer of employment or engagement has been made by the
Transferred Entities



10









 




that has not yet been accepted or which has been accepted but not yet started;
(G) the transfer of the Transferred Shares will not entitle any officer, employee, director, worker
and/or any other person or entity engaged by the Transferred Entities under the express terms of
their employment, service or consultancy agreement or any other contract for services to terminate
their employment or engagement or receive any payment or benefit; and (H) except as set forth on
Schedule 5(o), no officer, employee, worker or director of the Transferred Entities has in
the 12 months prior to the Closing Date been absent from work for more than three months due to
long term ill health.




               (iii) Each of the Transferred Entities has maintained adequate records regarding the service
of each officer, employee, director and worker (excluding any agency worker) (including without
limitation details of terms of employment, payments of statutory sick pay, statutory maternity pay,
disciplinary and health and safety matters, tax and social security contributions, and where
requested under mandatory law, records for the purposes of the EU Working Time Directive or
equivalent Applicable Law) and termination of employment.



               (iv) Within the period of one year prior to the Closing Date, none of the Transferred Entities
has: (A) made or started implementation of any collective dismissals that have required under any
Applicable Law notification to any Governmental Entity or notification to or consultation with any
trade union, works council, staff association or other body representing employees; or (B) been a
party to any transfer of a business or undertaking that under any Applicable Law has required
notification to or consulting with any trade union, works council, staff association or other body
representing employees; or (C) to the Knowledge of Nordson, employed any individual who has not
possessed the relevant work permit or other appropriate permission to work for the Transferred
Entities; (D) been involved in any material industrial or trade dispute or negotiation regarding a
claim with any trade union, no trade union
and/or collective agreement is applicable to the Transferred Entities and no trade union is
recognized by the Transferred Entities; or (E) received any subject access request pursuant to the
UK Data Protection Act 1998 from any officer, employee, director or worker which remains
outstanding.



               (v) Except as set forth on Schedule 5(o), no Transferred Entity has any obligation to
make any payment to any of its officers, employees, directors and/or workers pursuant to any
express term of their employment, service or consultancy agreement or any other contract for
services any benefit in excess of mandatory maternity pay, sick pay, redundancy pay, or pay in
respect of parental or paternity leave, nor has any decision been taken in the one year prior to
the Closing Date by the relevant Transferred Entity to introduce any scheme which exceeds such
mandatory leave or entitlements, and the Transferred Entities have not in the two (2) years
preceding the Closing Date made any payments in respect of maternity pay, sick pay, redundancy pay,
or pay in respect of parental or paternity leave to any of its officers, employees, directors or
workers in excess of mandatory entitlement.



          (p) U.S. Employee Benefits. Except as set forth on Schedule 5(p), neither
Horizon Lamps nor any of its subsidiaries sponsors, maintains, or is a party to, any Employee
Benefit Plan, and participation in Employee Benefit Plans by employees of Horizon Lamps and




11









 







its
subsidiaries is solely through Employee Benefit Plans sponsored or maintained by Nordson or its
ERISA Affiliates (other than Horizon Lamps or its subsidiaries). Each Employee Benefit Plan and
all related trusts, insurance contracts and funds have been maintained, operated, funded and
administered in material compliance with their terms and in material compliance with the applicable
provisions of ERISA, the Code, and all other Applicable Laws. With respect to the Employee Benefit
Plans, there are no circumstances pursuant to which Baldwin could have any direct, contingent or
secondary liability following the Closing Date.




          (q) Compliance with Laws. The Transferred Entities comply and have at all times
complied in all material respects with all Applicable Laws. The Transferred Entities do not have
any liability, fixed or contingent, for any violation of any Applicable Law. No representation or
warranty is provided under this Section 5(q) with respect to compliance with, or any liability for
any violation of, any Environmental Law.




          (r) Taxes. The Transferred Entities have filed all Tax returns and reports, including
information returns and reports (“Returns”), required under Applicable Law to be filed by them and
have paid or withheld all Taxes required under Applicable Law to be paid or withheld. As of the
time of filing, all such Returns correctly reflected the income (or other measure of Tax) and any
other information required to be shown thereon. Except as set forth on Schedule 5(r), no
agreements, waivers or other arrangements with any Governmental Entity providing for an extension
of time for filing any Returns or the assessment of any Tax or Tax deficiency is presently in
effect, no Tax deficiency has been asserted by any Governmental Entity, and no actions, suits,
proceedings, investigations or claims are pending or, to the Knowledge of Nordson, threatened
against any of the Transferred Entities
with respect to any Tax or assessment. Nordson is eligible to make the Section 338(h)(10)
Elections with respect to Horizon Lamps. Nordson UV Limited and each of the Nordson UV Limited
Subsidiaries is, and has been at all times since Nordson acquired Nordson UV Limited, a “controlled
foreign corporation” for U.S. federal income tax purposes; provided, however, that prior to the
Closing Date, Nordson UV Limited shall elect to be treated as a disregarded entity of Nordson.
None of Nordson UV Limited or any of the Nordson UV Limited Subsidiaries is, or at any time has
been, engaged in the conduct of a trade or business within the United States within the meaning of
Section 864(b), Section 882(a) or Section 887(b) of the Code, or treated as or considered to be so
engaged under Section 882(d) or Section 897 of the Code or otherwise. None of the Transferred
Entities (i) is a party to any joint venture, partnership or other arrangement that is treated as a
partnership for federal income Tax purposes or (ii) is a party to any understanding or arrangement
described in Code Section 6011(g), U.S. Treasury Regulation Section 1.6011-(4) (with respect to
“reportable transactions”), Code Section 6111 or Code Section 6662(d)(2) (with respect to “tax
shelters”).




          (s) No Finder’s Fee or Brokerage Commission. Neither Nordson nor any of the
Transferred Entities has any obligation to pay a finder’s fee or brokerage commission in connection
with the transactions contemplated by this Agreement.




          (t) FCPA. Neither Nordson nor any Transferred Entity (nor any director, officer,
agent, employee, consultant of or other Person acting on behalf of Nordson or any




12









 







Transferred
Entity) has (i) made, authorized, offered or promised to make any payment or transfer of anything
of value, directly, indirectly or through a third party, to any foreign government official,
employee or other representative (including employees of a government owned or controlled entity or
public international organization and including any political party or candidate for public
office), in violation of the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), or
any Applicable Law of similar effect in any jurisdiction to which such Person is subject or (ii)
otherwise taken any action that would cause a Transferred Entity to be in violation of the FCPA, or
any Applicable Law of similar effect in any jurisdiction to which such Person is subject.




          (u) Trade Control. The Transferred Entities are in compliance with export controls,
sanctions or other trade restrictions arising under the Applicable Laws of the United States and
any applicable import restrictions arising under the Applicable Laws of foreign jurisdictions. No
Transferred Entity has transported or transports, or has used or uses, materials in any manner that
has violated or violates (or would cause an Transferred Entity to be in violation of) export
controls, sanctions or other trade restrictions, including (a) the United States Trading with the
Enemy Act (50 U.S.C. App. §§1-44), or the International Economic Emergency Powers Act (50 U.S.C.
§§1701-1706); (b) business dealings with any Person(s) listed as “Specially Designated Nationals”
by the United States Treasury Department from time to time at
http://www.treas.gov/offices/enforcement/ofac/sdn/ (or any successor URL); (c) export to any Person
designated by the United States Commerce Department as Denied Persons from time to time at
http://www.bis.doc.gov/dpl/Default.shtm (or any successor URL); or (d) EAR (15 C.F.R. §760) and
Section 999 of the Code.




          (v) Insurance. Schedule 5(v) sets forth (a) a list of each insurance policy
and fidelity bond that covers any Transferred Entity, its properties and assets or any director,
officer or employee of any Transferred Entity (the “Policies”) and (b) a list of all pending claims
and the claims history for each Transferred Entity during the current year and the preceding three
(3) years (including with respect to insurance obtained but not currently maintained). There are
no pending claims under any of such Policies as to which coverage has been questioned, denied or
disputed by the insurer or in respect of which the insurer has reserved its rights. All Policies
are in full force and effect. All premiums due under the Policies have been paid in full or, with
respect to premiums not yet due, accrued. Such Policies provide insurance coverage consistent with
the past practices of the Transferred Entities, and are sufficient for compliance with all
Applicable Laws and contracts to which each Transferred Entity is a party or a beneficiary or by
which each Transferred Entity or its assets are subject. No Transferred Entity has received a
notice of cancellation or termination of any Policy or of any material changes that are required in
the conduct of the Transferred Entity’s business as a condition to the continuation of coverage
under, or renewal of, any such Policy. Notwithstanding the foregoing, the parties agree and
acknowledge that Nordson shall have no obligation to maintain any of the Policies in effect at any
time after the Closing Date.




          (w) U.K. Pension. Except as set forth on Schedule 5(w), the Nordson UV RBS
and the GPP are the only arrangements under which Nordson UV Limited or any of the Nordson UV
Limited Subsidiaries have or may have any obligation (whether or not legally





13









 







binding) to provide or
contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect
of their past or present officers and employees and any persons claiming benefits through such
persons. No proposal or announcement has been made to any such past or present employee or officer
of Nordson UV Limited or any of the Nordson UV Limited Subsidiaries as to the introduction,
continuance, increase or improvement of, or the payment of a contribution towards, any other
pension, lump-sum, death, ill-health, disability or accident benefit.




          (x) Completeness of Disclosure. No representation or warranty made by Nordson in this
Agreement, and no statement made in any certificate or other document furnished or to be furnished
by Nordson or any Transferred Entity pursuant hereto, contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact required to be stated herein or
therein or necessary to make any statement herein or therein not misleading.




          (y) Limitations on Representations and Warranties. The representations and warranties
set forth in this Section 5 are the only representations and warranties made by Nordson with
respect to the Transferred Shares, the Transferred Entities and the Transferred Business. Each of
the representations and warranties in this Section 5 shall be deemed to be repeated on the Closing
Date.




     6. Representations and Warranties by Baldwin. Baldwin and the
Acquisition Subsidiaries hereby jointly and severally represent and warrant to Nordson as follows:



          (a) Organization and Authority. Baldwin is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has the necessary
corporate power and authority to execute and deliver this Agreement and to perform its obligations
under the Transaction Documents. The U.S. Acquisition Subsidiary is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware and has the necessary
corporate power and authority to execute and deliver this Agreement and to perform its obligations
under the Transaction Documents. The Dutch Acquisition Subsidiary is a company duly organized,
validly existing and in good standing under the laws of the Netherlands and has the necessary
corporate power and authority to execute and deliver this Agreement and to perform its obligations
under the Transaction Documents. The Transaction Documents have been duly authorized by all
necessary corporate action on the part of Baldwin and the Acquisition Subsidiaries. This Agreement
has been duly and validly executed and delivered by Baldwin and the Acquisition Subsidiaries and is
the legal, valid and binding obligation of each of them enforceable against each of them in
accordance with its terms, except as may be limited by bankruptcy and insolvency laws and other
laws affecting the rights of creditors generally, including general principles of equity, whether
such enforceability is considered in a proceeding in equity or at law.




          (b) No Conflict. Neither the execution and delivery of the Transaction Documents, nor
the completion of the transactions contemplated by the Transaction Documents, will (i) violate,
conflict with or constitute a default (or an event that, with notice or lapse of time




14









 







or both,
would constitute a default) under any material agreement to which any of Baldwin or the Acquisition
Subsidiaries is a party or by which any of them may be bound, (ii) violate any Applicable Law,
(iii) result in any Encumbrance upon any of the assets of any of Baldwin or the Acquisition
Subsidiaries, or (iv) violate or be in conflict with any provision of the articles of incorporation
or by-laws (or comparable governing documents) of any of Baldwin or the Acquisition Subsidiaries.




          (c) No Finder’s Fee or Brokerage Commission. Other than fees payable to EuroConsult,
which will be paid in full by Baldwin pursuant to Section 14(a), none of Baldwin or the Acquisition
Subsidiaries has any obligation to pay a finder’s fee or brokerage commission in connection with
the transactions contemplated by this Agreement.




          (d) Litigation. There is no action, suit, complaint, claim, investigation or other
proceeding pending or, to Baldwin’s knowledge, threatened against any of Baldwin or the Acquisition
Subsidiaries, nor has any order, injunction or decree been issued to any of Baldwin or the
Acquisition Subsidiaries, that, in any such case, seeks to enjoin the transactions contemplated by
this Agreement.




          (e) Completeness of Disclosure. No representation or warranty made by any of Baldwin
or the Acquisition Subsidiaries in this Agreement, and no statement made in any certificate or
other document furnished or to be furnished by any of Baldwin or the Acquisition Subsidiaries
pursuant hereto, contains or will contain any untrue statement of a material fact or omits or will
omit to state a material fact required to be stated herein or therein or necessary to make any
statement herein or therein not misleading.




          (f) Limitations on Representations and Warranties. The representations and warranties
set forth in this Section 6 are the only representations and warranties made by Baldwin to Nordson
with respect to the transactions contemplated by this Agreement. Each of the representations and
warranties in this Section 6 shall be deemed to be repeated on the Closing Date.




     7. Covenants of Nordson and Baldwin.



          (a) Access and Investigation. Between the date of this Agreement and the Closing
Date, Nordson shall, and shall cause its representatives to, (i) afford Baldwin and its
representatives reasonable access to the personnel, properties, contracts, books and records, and
other documents and data of the Transferred Business, (ii) furnish Baldwin and its representatives
with copies of all such contracts, books and records, and other existing documents and data of the
Transferred Business as Baldwin may reasonably request, and (iii) furnish Baldwin with such
additional financial, operating and other data and information of the Transferred Business as
Baldwin may reasonably request. After the Closing Date, Baldwin and the Acquisition Subsidiaries
shall, upon Nordson giving reasonable prior notice, permit Nordson to have reasonable access at
mutually agreeable times to the personnel, properties, contracts, books and records, and other
documents and data of the Transferred Business (and copies of any such contracts, books and
records, and other documents and data of the Transferred Business) as may be necessary for Nordson
to comply with its obligations under Applicable Law with respect




15









 







to its ownership and operation of
the Transferred Business and to defend against any action, claim or proceeding that may be asserted
against it relating to its ownership or operation of the Transferred Business. Each of Baldwin and
Nordson shall satisfy their respective obligations under the Confidentiality Agreement.




          (b) Operation of the Transferred Business. Except as contemplated by this Agreement
(including the schedules hereto), between the date of this Agreement and the Closing Date, Nordson
shall, and shall cause the Transferred Entities to:




               (i) conduct the Transferred Business only in the ordinary course of business; and



               (ii) use commercially reasonable efforts to preserve intact the current business organization
of the Transferred Business, keep available the services of the current officers, employees and
agents of the Transferred Business, and maintain relations with suppliers, customers, landlords,
creditors, employees and agents having business relationships with the Transferred Business and,
without limitation, none of the Transferred Entities shall:



                    (A) dispose of any material assets used or required for the operation of the Transferred
Business;



                    (B) allot or agree to allot any shares or other securities, or repurchase, redeem or agree to
repurchase or redeem any shares;



                    (C) incur any capital expenditure on any individual item in excess of $20,000;



                    (D) borrow any sum in excess of $250,000, other than amounts borrowed in the ordinary course
of business and available to it at the date of this Agreement;



                    (E) enter into any lease agreement;



                    (F) pay any dividend or make any other distribution of assets, other than as contemplated by
this Agreement;



                    (G) make, or agree to make, material alterations to the terms of employment (including
benefits) of any directors, officers or employees, other than as contemplated by this Agreement;



                    (H) provide or agree to provide any non-contract benefit to any director, officer, employee or
their dependants, other than as contemplated by this Agreement;



                    (I) dismiss any employees (other than for cause) or employ or engage (or offer to employ or
engage) any person, other than in the ordinary course of business consistent with past practice;



16









 





                    (J) create any Encumbrances over any assets or undertaking, other than Permitted Encumbrances;



                    (K) institute, settle or agree to settle any legal proceedings relating to the Transferred
Business, except debt collection or compromise in the normal course of business;



                    (L) grant, modify, agree to terminate or permit the lapse of any Intellectual Property Rights
or enter into any agreement relating to any such rights, other than as contemplated by this
Agreement;



                    (M) pay any management charge to Nordson;



                    (N) incur any liability to Nordson, other than the incurrence of trading liabilities or
charges for employees providing services to the Transferred Business but not employed by any of the
Transferred Entities, in any such case in the normal course of business consistent with past
practice, or as contemplated by this Agreement;



                    (O) enter into any (or modify any existing) agreement with any trade union or any agreement
that relates to any works council;



                    (P) vary the terms on which any of the Leased Real Properties are held or settle any rent
review, other than as contemplated by this Agreement;



                    (Q) make any material change to the accounting procedures or principles by reference to which
accounts are drawn up;



                    (R) amend, other than solely to comply with legislative requirements, any agreements or
arrangements for the payment of pensions or other benefits on retirement to present or former
directors, officers or employees of the Transferred Entities or to the dependants of any of those
people; or



                    (S) start to employ or enter into any form of contract with any individual not employed by or
contracted with as of the date hereof other than in the ordinary course business consistent with
past practice.



          (c) Conditions; Other Consents. Nordson, Baldwin and the Acquisition Subsidiaries
shall use their respective commercially reasonable efforts to satisfy the conditions to the other
parties’ obligations as described in Sections 8 and 9 and obtain any other consents or approvals
required for the consummation of the transactions contemplated by the Transaction Documents.




          (d) Advise Baldwin of Adverse Change. Between the date of this Agreement and the
Closing Date, Nordson shall promptly advise Baldwin of the occurrence of any material adverse
change in the assets, liabilities, financial condition or the results of operations of the




17









 







Transferred Business or the occurrence of any event or condition that has or could materially and
adversely affect the Transferred Business.




          (e) Employment Matters.




               (i) Effective as of the close of business on the Closing Date, Baldwin will offer employment
to all of those employees of Nordson dedicated to the Transferred Business who are listed on
Schedule 7(e) (the “Nordson Transferred Employees”). If, at any time within one (1) year
after the Closing Date, the employment of any Nordson Transferred Employee or any employee of the
Transferred Entities as of the Closing Date is terminated, Baldwin shall cause any such terminated
employee to be paid severance amounts and benefits
equal to the greater of (i) the amounts and benefits required to be paid under Applicable Law
and (ii) the amounts and benefits payable to such employee under the policy of Baldwin or one of
its subsidiaries applicable to such employee at the time of the employee’s termination. Between
the date of this Agreement and the Closing Date, each of Nordson and Baldwin shall use commercially
reasonable efforts to cause each of the Nordson Transferred Employees to execute an employment
agreement with the applicable Transferred Entity.



               (ii) Nordson shall take such action as may be necessary to cause Horizon Lamps to cease to
participate as of the Closing in all Employee Benefit Plans of Nordson and its ERISA Affiliates
(other than Horizon Lamps or its subsidiaries). To the extent required by Applicable Law, Nordson
shall be liable for (i) disability benefits and workers compensation benefits that are incurred on
or prior to the Closing Date by Nordson Transferred Employees, and (ii) claims relating to “COBRA”
coverage attributable to “qualifying events” occurring on or prior to the Closing Date with respect
to any Nordson Transferred Employees and their beneficiaries and dependents. To the extent
required by Applicable Law, Baldwin and its affiliates shall be responsible for (i) disability
benefits and workers compensation benefits for Nordson Transferred Employees for claims incurred
after the Closing Date, and (ii) claims relating to COBRA coverage attributable to “qualifying
events” occurring after the Closing Date with respect to Nordson Transferred Employees and their
beneficiaries and dependents. For purposes of the foregoing, a medical/dental claim shall be
considered incurred when the medical services are rendered or medical supplies are provided, and
not when the condition arose; provided that claims relating to a hospital confinement that
commences on or prior to the Closing Date but continue thereafter shall be treated as incurred on
or prior to the Closing Date. A disability or workers compensation claim shall be considered
incurred on or prior to the Closing Date if the injury or condition giving rise to the claim occurs
on or prior to the Closing Date.



          (f) U.K. Pension Matters. Nordson shall at all times indemnify the Baldwin
Indemnified Parties, the Transferred Entities and any of their respective officers (together known
as the “Indemnified Persons”) and keep them indemnified against any Losses which any of them may
suffer or incur by reason of or in connection with:




               (i) any of the Indemnified Persons being found liable to make any payment or contribution to
or in respect of any of the Nordson UK Schemes;



18









 





               (ii) any of the Indemnified Persons being the subject of any Contribution Notice or Financial
Support Direction issued by the UK Pensions Regulator under section 38 or section 43 of the
Pensions Act 2004 or to any other notice issued by the UK Pensions Regulator in accordance with its
powers under the Pensions Act 2004, in relation to the Nordson UV RBS;



               (iii) any of the Indemnified Persons being found liable to make any payment directly or
indirectly upon or arising as a consequence of the decisions of the European Court of Justice in
Beckmann v Dynamco Whichloe Macfarlane Limited [2002] or Martin & Others v South Bank University
[2003]; or any grounds to make a claim against Nordson UV
Limited or any of the Nordson UV Limited Pension Subsidiaries in respect of such right or
entitlement;



               (iv) Nordson UV Limited or any or all of the Nordson UV Limited Pension Subsidiaries being or
having been principal employer or an Employer in relation to any Nordson UK Scheme;



               (v) any amount failing to be treated as a debt due from any of Nordson UV Limited or any of
the Nordson UV Limited Pension Subsidiaries in relation to the Nordson UK Schemes to the trustees
of any such Nordson UK Scheme pursuant to section 75 or 75A of the Pensions Act 1995 (as amended)
or any regulations made thereunder including, for the avoidance of doubt, any cessation expenses
(within the meaning of the Employer Debt Regulations) which arise as a result of any Scheme
Apportionment Arrangement as described in Section 8(j)(i) or otherwise; and



               (vi) any claim made by a past or present employee or officer of Nordson UV Limited or any of
the Nordson UV Limited Pension Subsidiaries on the grounds that he is entitled to pensions or life
assurance benefits or contributions in respect of his employment with one or more of the Nordson UV
Limited Pension Subsidiaries before the Closing Date.



          (g) GPP. On the Closing Date, Nordson shall use its best endeavors to ensure that no
arrears of contributions in respect of the GPP are outstanding. After the Closing Date none of the
Transferred Entities shall make any contributions to the GPP nor shall they offer membership or
continued membership of the GPP to any of their employees but shall offer their employees at least
such minimum pension arrangements as may be required by law.




          (h) Change of Name; Use of Name.




               (i) After the Closing Date: (A) Baldwin shall, as promptly as reasonably practicable, cause
Nordson UV Limited to change its name to a name not including the words “Nordson,” “Nordson UV” or
any colorable imitation thereof (the “Prohibited Names”); (B) none of Baldwin, either of the
Acquisition Subsidiaries or any of their subsidiaries will, at any time after the Closing Date,
establish any business entity that has or uses a name including any of the Prohibited Names; and
(C) no existing subsidiary of Baldwin, either of the Acquisition Subsidiaries or any subsidiary now
or hereafter owned or controlled by any of them



19









 




shall maintain or change its name to include, or
use any fictitious name or trade name including, any of the Prohibited Names.




               (ii) The parties agree and acknowledge that as of the Closing Date, none of the Transferred
Entities will have the right, and Baldwin is not acquiring any right hereunder, to use the name
“Nordson,” other than the limited rights set forth in this Section 7(h). For a period of three (3)
months after the Closing Date, Baldwin shall be permitted to state in written marketing and
promotional materials relating to the Transferred Business that the
Transferred Business was “formerly known as the Nordson UV Graphic Arts Business.” In
addition, for a period of six (6) months after the Closing Date, Baldwin shall be permitted to sell
the inventory of the Transferred Business existing as of the Closing Date that contains the Nordson
name and/or logo; provided that Baldwin shall use commercially reasonable efforts to cease using
the Nordson name and logo in connection with the sale of such inventory as soon as reasonably
practicable.



          (i) U.K. Lease Agreement. Nordson UV Limited is currently the lessee as reflected in
the lease dated September 17, 2001 between Nordson UV Limited and Slough Trading Estate Limited and
attached hereto as Schedule 7(i) (the “U.K. Lease”). Baldwin agrees that on the Closing
Date, it shall execute a Deed of Release and Substitution, in the form attached as Exhibit
D (the “Lease Deed of Substitution”), in which Baldwin shall be substituted as surety under
Section 9 of the U.K. Lease effective the Closing Date. Baldwin further agrees that it shall be
solely responsible for all of the obligations as lessee, including but not limited to any payment
for dilapidations expense and any expense related to the exercise of the Option to Determine (as
provided in Section 8 of the U.K. Lease). Notwithstanding the foregoing, Nordson shall be
responsible for the dilapidations expense incurred as a result of its tenancy prior to the Closing
Date, which the parties hereby agree is an amount equal to £251,000. Such amount shall be
subtracted from the first scheduled payment under the Promissory Note (as converted from British
Pounds to U.S. Dollars at the exchange rate in effect on the date of such payment), and shall
constitute the maximum dilapidations cost to be incurred by Nordson. Except as provided in the
following sentence, Nordson shall have no further obligation with respect to dilapidations or other
charges relating to the Leigh Road property or otherwise under the U.K. Lease. In addition,
Nordson shall pay Baldwin the actual amount of penalty rent as set forth in Section 8.3 of the U.K.
Lease, in an amount not to exceed £432,526.60, if and when Baldwin (a) elects to exercise its
Option to Determine the U.K. Lease at the expiration of the tenth year of the Term, as provided for
in Section 8 of the U.K. Lease, pursuant to bona fide documentation evidencing the same, copies of
which shall be delivered to Nordson promptly after execution, and (b) fully vacates the Leigh Road
property in accordance with the terms of the U.K. Lease. It is expressly agreed that Nordson shall
have no indemnity obligation for penalty rent in the event Baldwin elects not to exercise its right
to Determine or at any time enters into a new or amended lease agreement with respect to the Leigh
Road property for any time period after the expiration of the tenth year of the Term of the U.K.
Lease.





20











 





          (j) Tax Matters.




               (i) Nordson and Baldwin agree that an election under Section 338(h)(10) of the Code (and each
similar provision of any applicable state or local law) (collectively, the “Section 338(h)(10)
Elections”) shall be made with respect to the sale by Nordson of the Horizon Lamps Shares to the
U.S. Acquisition Subsidiary pursuant to this Agreement. The parties agree that the purchase price
relating to the Horizon Lamps Shares shall be allocated among the assets of Horizon Lamps
consistent with the manner set forth on Schedule 7(j) hereto. At the Closing, Nordson will
deliver to Baldwin an IRS Form 8023, and any similar form provided for under state, local or
foreign law, reflecting each Section 338(h)(10) Election, each fully executed by Nordson. As
reasonably requested from time to time by Baldwin (whether before, at or after the Closing),
Nordson shall assist and provide the necessary information to Baldwin in connection with the
preparation of any form or document required to effect a valid and timely Section 338(h)(10)
Election, including IRS Form 8883, any similar form under state, local or other law and any
schedules or attachments thereto.



               (ii) Effective prior to the Closing Date, Nordson UV Limited shall make a valid election to be
treated for U.S. federal income tax purposes as a disregarded entity of Nordson, with a copy of
such election to be provided to Baldwin.



               (iii) Between the date of this Agreement and the Closing Date, Nordson shall cause the
Transferred Entities to file on a timely basis all Tax Returns that are required under Applicable
Law to be filed by them on or prior to the Closing Date, subject to extensions that may be
available under Applicable Law. Baldwin shall cause to be filed on a timely basis all Tax Returns
for the Transferred Entities that are required under Applicable Law to be filed by them with
respect to taxable periods that end after the Closing Date. Nordson shall indemnify Baldwin from
and against all liabilities for Taxes (including any penalties and interest related thereto)
attributable to the income, business, assets, operations, activities and status of the Transferred
Entities for periods or portions thereof ending on or prior to the Closing Date, but only to the
extent the payment of such Taxes is not reserved in the Closing Date Balance Sheet. Baldwin shall
pay, indemnify and hold harmless Nordson from and against all liabilities for Taxes (including any
penalties and interest related thereto) attributable to the income, business, assets, operations,
activities and status of the Transferred Entities for periods or portions thereof beginning after
the Closing Date.



               (iv) Whenever it is necessary to determine the liability for Taxes for a portion of a taxable
year or taxable period that begins before and ends after the Closing Date, the determination of the
Taxes for the portion of the taxable year or taxable period ending on the Closing Date (the “First
Period”), and for the portion of the taxable year or taxable period beginning after the Closing
Date (the “Second Period”), shall be determined by assuming that the First Period ended at midnight
on the Closing Date and that the Second Period began immediately thereafter, except that
exemptions, allowances or deductions that are calculated on an annual basis and annual property
taxes shall be prorated on the basis of the number of days in
the annual period elapsed through the Closing Date as compared to the number of days in the
annual period elapsing after the Closing Date.



21









 





               (v) Nordson shall be entitled to any refund of any estimated Taxes paid by the Transferred
Entities with respect to periods ending on or before the Closing Date, to the extent that such
refund is not recognised on the latest filed accounts of the Transferred Entities or on the Closing
Date Balance Sheet. Nordson shall have the right to determine whether any claim for such a refund
of Taxes shall be made by the Transferred Entities. If Nordson elects to make any such claim for
refund, Baldwin shall reasonably cooperate with Nordson in connection therewith.



               (vi) Without the prior written consent of Nordson, such consent not to be unreasonably
withheld, none of Baldwin or the Acquisition Subsidiaries shall make any election or file any
amended Tax Return or propose or agree to any adjustment of any item with the Internal Revenue
Service or any other Taxing Authority with respect to any period ending on, before or including the
Closing Date that would have the effect of increasing the liability for any Taxes or reducing any
Tax benefit of Nordson or (unless any resulting indemnification obligations of Nordson are waived
by Baldwin) the Transferred Entities.



               (vii) Stamp Duties. Baldwin shall pay any stamp duties or other transfer Taxes
arising as a result of the closing of the transactions contemplated hereby.



               (viii) Registrations of Ownership. Baldwin shall cause the Acquisition Subsidiaries
to become registered as members of Nordson UV Limited and Horizon Lamps as promptly as reasonably
practicable on or after the Closing Date, and Nordson agrees to reasonably cooperate in connection
with the obtaining of such registration. Nordson hereby agrees that for the period starting from
the Closing Date and ending when the Acquisition Subsidiaries are registered as members of Nordson
UV Limited and Horizon Lamps respectively, (A) it shall hold the Nordson UV Limited Shares and
Horizon Lamps Shares in trust for the benefit of the relevant Acquisition Subsidiary, which shall
be the sole beneficial owner thereof; and (B) for so long as any of the Nordson UV Limited Shares
and Horizon Lamps Shares remain registered in its name it will (X) not exercise any of its rights
as member of Nordson UV Limited and Horizon Lamps or appoint any other person to exercise such
rights; and (Y) hold in trust for and pay or deliver to the relevant Acquisition Subsidiary any
distributions or notices, documents or other communications that may be received after the date of
this deed by Nordson in its capacity as a member of Nordson UV Limited and/or Horizon Lamps (as
appropriate) from such company or any third party. Baldwin shall indemnify Nordson from and
against any liabilities or expenses that Nordson may incur as a result of the registration of the
Nordson UV Limited Shares or Horizon Lamps Shares in Nordson’s name at any time after the Closing
Date.



               (ix) Book and Records. Nordson agrees that all of the statutory books and registers,
financial and accounting books and documents of record, bank mandates and cheque books of the
Transferred Entities will be held as of the Closing Date in offices of the Transferred Entities or
will be sent by Nordson to offices of the Transferred Entities within thirty (30) days of the
Closing Date at Nordson’s expense. Baldwin agrees that it will (a) provide
Nordson with access to the books and records of the Transferred Entities after the Closing
Date as shall be reasonably necessary to permit Nordson to fulfill its financial reporting
obligations with respect to the results of operations of the Transferred Entities during the month
in which the



22









 







Closing occurs and (b) cause the employees of the Transferred Entities who normally
complete Nordson’s subsidiary monthly reporting package to complete such a package for Nordson with
respect to the month in which the Closing occurs.



          (k) Nordson Intercompany Accounts and Assets.



               (i) Intercompany Payables and Receivables. All intercompany payables and receivables
owing between Nordson or any of the Nordson Retained Subsidiaries, on the one hand, and any of the
Transferred Entities, on the other hand, shall be satisfied as of the Closing Date. After the
Closing Date, none of Baldwin or any of the Acquisition Subsidiaries or the Transferred Entities
shall have any right to receive any payment pursuant to any such payables or receivables. On the
Closing Date, Nordson shall cause all of the cash balances held by the Transferred Entities to be
distributed to Nordson or the Nordson Retained Subsidiaries designated by Nordson, and none of
Baldwin, the Acquisition Subsidiaries or any of the Transferred Entities shall have any right to
such cash balances after the Closing Date.



               (ii) Nordson Third Party Receivables. After the Closing Date, Nordson shall pay to
Baldwin all amounts paid to Nordson or the Nordson Retained Subsidiaries with respect to the
accounts receivable of the Transferred Business that are held, as of the Closing Date, in the name
of Nordson or any of the Nordson Retained Subsidiaries. Nordson shall make such payments to
Baldwin promptly after the end of each calendar month after the Closing Date in which any amounts
are paid to Nordson or the Nordson Retained Subsidiaries. None of Nordson or any of the Nordson
Retained Subsidiaries will have any obligation to seek the collection, or any responsibility for
the non-payment, of any accounts receivable of the Transferred Business held by them as of the
Closing Date; provided that Nordson shall cooperate in good faith to permit Baldwin to undertake
commercially reasonable collection efforts relating to any such receivables that are not paid
within a commercially reasonable time after the Closing Date. On the Closing Date, Nordson shall
provide Baldwin with a list of all accounts receivable of the Transferred Business held by Nordson
and the Nordson Retained Subsidiaries as of that date.



               (iii) Customer Advances. All customer advances held as of the Closing Date by Nordson
or any of the Nordson Retained Subsidiaries with respect to uncompleted orders for the purchase of
goods from the Transferred Business will be paid to Baldwin on the Closing Date in the same
currency in which such advances were paid to Nordson or the applicable Nordson Retained Subsidiary.
On the Closing Date, Nordson shall provide Baldwin with a list of all such customer advances
existing as of that date.



               (iv) Open Purchase Orders. With respect to uncompleted purchase orders for the
purchase of goods from the Transferred Business that are held as of the Closing Date by Nordson or
any of the Nordson Retained Subsidiaries, the applicable Nordson entity
shall transfer such uncompleted purchase order to Baldwin as of the Closing Date, and Baldwin
shall assume such uncompleted purchase order and shall cause the applicable Transferred Entity to
complete the uncompleted purchase order and honor all obligations thereunder. On the



23









 







Closing Date,
Nordson shall provide Baldwin with a list of all such uncompleted purchase orders existing as of
that date.



               (v) Inventory Transfer. On the Closing Date, Nordson and the applicable Nordson
Retained Subsidiaries shall transfer to Baldwin, at no cost to Baldwin, all right, title and
interest in and to the additional parts inventory that are held by them as of the Closing Date
exclusively to serve local customers of the Transferred Business. Nordson shall, at its cost, ship
such inventory within thirty (30) days of the Closing Date to the location designated by Baldwin.



     8. Conditions to Obligations of Baldwin. The obligation of Baldwin and the
Acquisition Subsidiaries to effect the Closing is subject to the satisfaction on or prior to the
Closing Date of the following conditions:



          (a) Representations and Warranties True on Closing Date. Nordson’s representations
and warranties made in this Agreement shall be true in all material respects as of the Closing
Date, and Nordson shall have delivered to Baldwin a certificate certifying the same.



          (b) Compliance with Agreement. Nordson shall have performed and complied with all of
its obligations under this Agreement that are to be performed or complied with by it prior to or on
the Closing Date, and Nordson shall have delivered to Baldwin a certificate certifying the same.



          (c) No Litigation. No litigation, proceeding, investigation or inquiry is pending or
threatened that, if sustained, would enjoin or prevent the consummation of the transactions
contemplated by the Transaction Documents.



          (d) Third-Party Consents and Approvals. Each of the consents and approvals identified
on Schedule 8(d) shall have been obtained and shall be in full force and effect. Nordson
shall have also delivered to Baldwin an agreement, in form and substance reasonably acceptable to
Baldwin, pursuant to which (i) Nordson surrenders all of its right, title and interest in, to and
under that certain lease agreement dated March 17, 2006, between Marino Terra Firma, as landlord,
and Horizon Lamps and Nordson, as tenants, for space within the building located at 2 Danforth
Drive, Easton, Pennsylvania (the “Pennsylvania Lease”), and (ii) the landlord under the
Pennsylvania Lease has consented to the removal of Nordson as a tenant under the Pennsylvania Lease
without any corresponding increase or modification to, or
expansion of, the liabilities and obligations of the tenant under the Pennsylvania Lease
(except with Baldwin’s prior written consent to any such increase, modification or expansion) such
that, following the Closing, Horizon Lamps is the only tenant under the Pennsylvania Lease. With
respect to that certain Condominium Unit Apartment Lease dated September 1, 2005, between Sutfin
Mechanical, Inc., as landlord, and Nordson and Barry Cormier, as tenants, for space within the
building located at 23839 West Andrew Road, Plainfield, Illinois (the “Illinois Leased Premises”)
(as amended and renewed, the “Illinois Lease”), Nordson shall have also delivered to Baldwin, in
form and substance reasonably acceptable to Baldwin, (x) the written consent of the landlord under
the Illinois Lease to the assignment of the Illinois Lease by Nordson to Baldwin,



24









 







or its designated
affiliate, and to the surrender of all of Barry Cormier’s right, title and interest in, to and
under the Illinois Lease, (y) Barry Cormier’s written surrender of all of his right, title and
interest in, to and under the Illinois Lease, and (z) any consents or waivers required from any
other party, including any consents or waivers required pursuant to a Condominium Declaration
affecting the property of which the Illinois Leased Premises is a part, in order to assign the
Illinois Lease to Baldwin, or its designated affiliate.



          (e) Alliance Agreements Nordson and Baldwin shall have agreed to terminate the
existing alliance agreements between them.



          (f) Material Adverse Change. There shall not have occurred any material adverse
change in the assets, liabilities, financial condition or results of operations of the Transferred
Business.



          (g) Transition Services Agreement. Nordson and Baldwin shall have entered into a
transition services agreement, in the form attached hereto as Exhibit E (the “Transition
Services Agreement”).



          (h) Key Employees. Each of Jim Ainsworth and Eric Zhang shall have executed an
employment agreement with Baldwin or the Transferred Entity designated by Baldwin effective as of
the Closing Date, and Mike Connors shall have agreed to become employed as of the Closing Date by
Baldwin or the Transferred Entity designated by Baldwin.



          (i) Resignations. Resignation letters shall have been executed and delivered by any
of the directors and officers of the Transferred Entities who are not contemplated to be employed
by the Transferred Entities after the Closing Date.



          (j) Pension Conditions. On or prior to the Closing Date:



               (i) Nordson will procure that the trustees of the Nordson UV RBS, Nordson (UK) Limited and the
Nordson UV Limited Pension Subsidiaries enter into a Deed of Substitution and Amendment, in the
form attached hereto as Exhibit F, and Scheme
Apportionment Arrangements, in a form reasonably acceptable to Nordson and Baldwin (the
“Scheme Apportionment Arrangements”), these two documents to be executed in that order, such that
Nordson (UK) Limited becomes the principal employer in relation to that scheme;



               (ii) The Scheme Apportionment Arrangements must have the effect that the share of the
difference (as defined in the Employer Debt Regulations) of Nordson UV Limited and any or all of
the Nordson UV Limited Pension Subsidiaries in relation to any debt which arises under section 75
or 75A of the Pensions Act 1995 (and any regulations made thereunder) is set at/reduced to £250 and
the balance of the amount which would have been their liability share (as defined in the Employer
Debt Regulations) in relation to those persons is apportioned to Nordson (UK) Limited;



25









 





               (iii) Nordson shall pay or procure the payment on behalf of Nordson UV Limited and each of the
Nordson UV Limited Pension Subsidiaries of any cessation expenses (within the meaning of the
Employer Debt Regulations) that arise; and



               (iv) Nordson shall procure that the trustees of the Nordson UV RBS discharge Nordson UV
Limited and each of the Nordson UV Limited Pension Subsidiaries from any debt payable under section
75 or 75A of the Pensions Act 1995 or any regulations made thereunder upon payment of each £250 and
any cessation expenses (within the meaning of the Employer Debt Regulations) that arise.



     9. Conditions to Obligations of Nordson. The obligation of Nordson to effect the
Closing is subject to the satisfaction on or prior to the Closing Date of the following conditions:



          (a) Representations and Warranties True on Closing Date. The representations and
warranties of Baldwin and the Acquisition Subsidiaries made in this Agreement shall be true in all
material respects as of the Closing Date, and Baldwin and the Acquisition Subsidiaries shall have
delivered to Nordson a certificate certifying the same.



          (b) Compliance with Agreement. Baldwin and the Acquisition Subsidiaries have
performed and complied with all of their obligations under this Agreement that are to be performed
or complied with by them prior to or on the Closing Date, and Baldwin and the Acquisition
Subsidiaries shall have delivered to Nordson a certificate certifying the same.



          (c) No Litigation. No litigation, proceeding, investigation or inquiry is pending or
threatened that, if sustained, would enjoin or prevent the consummation of the transactions
contemplated by the Transaction Documents.



          (d) Third-Party Consents and Approvals. Each of the consents and approvals identified
on Schedule 8(d) shall have been obtained and shall be in full force and effect.



          (e) Alliance Agreements. Nordson and Baldwin shall have agreed to terminate the
existing alliance agreements between them.



          (f) Supply Agreement. Nordson and Baldwin shall have entered into a supply agreement,
in the form attached hereto as Exhibit G (the “Supply Agreement”), providing for the
continued supply by the Transferred Entities of microwave bulbs to Nordson’s Microwave Business for
a period of at least eighteen (18) months after the Closing Date. (Baldwin agrees and acknowledges
that, as of the Closing Date, Jim Ainsworth will have the authority to sign the Supply Agreement on
behalf of Nordson UV Limited, effective to make such agreement binding against Nordson UV Limited
after the Closing Date.)



          (g) Transition Services Agreement. Nordson and Baldwin shall have entered into the
Transition Services Agreement.



          (h) U.K. Lease Agreement. Baldwin shall have executed the Lease Deed of Substitution.



26









 





     10. Survival of Representations, Warranties and Covenants. The representations and
warranties made by Nordson, Baldwin and the Acquisition Subsidiaries in this Agreement shall
survive the sale and purchase of the Transferred Shares pursuant to this Agreement and any
investigation or inquiry made by any of them, although any claim for indemnification with respect
to the breach of representations and warranties must be brought within the following periods:



          (a) With respect to the representations and warranties set forth in Section 5(a) (Ownership of
Shares), Section 5(b) (Organization and Authority), Section 5(c) (No Conflict), Section 5(s) (No
Finder’s Fee or Brokerage Commission), Section 6(a) (Organization and Authority), Section 6(b) (No
Conflict) and Section 6(c) (No Finder’s Fee or Brokerage Commission), without limitation as to
time;



          (b) With respect to the representations and warranties set forth in Section 5(l)
(Environmental), within fifteen (15) months following the Closing Date;



          (c) With respect to the representations and warranties set forth in Section 5(r) (Taxes),
until two months after the lapse of time specified in the applicable statute of limitations; and



          (d) With respect to all representations and warranties not referred to in clauses (a), (b) or
(c) of this Section 10, within a period of fifteen (15) months following the Closing Date.



Any claim brought within the periods described above will continue to survive until it is resolved.
Subject to Section 11(c)(ii), a claim for a breach of any of the covenants made by Nordson or
Baldwin in this Agreement may be brought at any time.



     11. Indemnification.



          (a) Indemnification by Nordson. Subject to the limitations in Sections 10, 11(c) and
11(e), Nordson shall indemnify Baldwin, the Acquisition Subsidiaries, and their affiliates,
successors and assigns and, after the Closing Date, the Transferred Entities (the “Baldwin
Indemnified Parties”) against (net of any insurance proceeds or any other payment received by or on
behalf of any of them relating thereto) any expense, loss, liability or claim (including reasonable
attorneys’ fees and expenses) (“Losses”) incurred by the Baldwin Indemnified Parties by reason of
(i) the breach of any of the representations or warranties made by Nordson in this Agreement, (ii)
the breach by Nordson of any of the covenants made by it in this Agreement, (iii) the breach by any
of the Transferred Entities of any applicable employment contract or employee benefit plan, or the
violation by any of the Transferred Entities of any Applicable Law, relating to the employment of
any officer, employee or director by any of the Transferred Entities prior to the Closing Date,
(iv) any claim or action brought against any of the Transferred Entities by Jetrion relating to a
fire on or about September 30, 2009 in Jetrion’s Ypsilanti, Michigan facility allegedly caused by a
UV lamp sold by Nordson UV, or (v) any Environmental Claim arising out of or relating to the
operation by Nordson or any of the Transferred Entities of the Leased Real Property at any time
prior to the Closing Date or the



27









 







Release of any Hazardous Substances by Nordson or any of the
Transferred Entities on or from the Leased Real Property at any time prior to the Closing Date.



          (b) Indemnification by Baldwin. Subject to the limitations in Sections 10, 11(c) and
11(e), Baldwin and the Acquisition Subsidiaries shall jointly and severally indemnify Nordson, and
its affiliates, successors and assigns (the “Nordson Indemnified Parties”) against any Losses
incurred by any of them by reason of (i) the breach of any of the representations or warranties
made by Baldwin and the Acquisition Subsidiaries in this Agreement or (ii) the breach by any of
Baldwin or the Acquisition Subsidiaries of any of the covenants made by any of them in this
Agreement. If Baldwin or the Acquisition Subsidiaries become obligated to provide indemnification
under this Section 11(b) prior to the Maturity Date of the Promissory Note, then the amount of any
such indemnification shall be added to the principal amount of the Promissory Note then
outstanding.



          (c) Deductible; Indemnity Cap.



               (i) The Baldwin Indemnified Parties shall not be entitled to indemnification under Section
11(a)(i), and the Nordson Indemnified Parties will not be entitled to indemnification under Section
11(b)(i), unless the aggregate amount of the Losses for which they would otherwise be entitled to
indemnification exceeds $50,000 (the “Deductible”). Once the aggregate amount of Losses under
Section 11(a)(i) or 11(b)(i), as applicable, exceeds the Deductible, the Baldwin Indemnified
Parties or the Nordson Indemnified Parties, as applicable, shall be entitled to indemnification for
the amount of the Losses in excess of the Deductible. Subject to the indemnification provided in
Section 7(f) (U.K. Pension Matters), with respect to which there shall be no limit on Nordson’s
indemnification obligations, and Section 11(c)(ii), with respect to which the separate indemnity
cap provided in such Section shall apply, Nordson will not be required to pay indemnification under
this Agreement in an aggregate amount that exceeds the Purchase Price, as adjusted pursuant to
Section 4 (the “Indemnity Cap”).



               (ii) Notwithstanding Section 11(c)(i), the maximum liability of Nordson with respect to its
indemnification obligations under (A) Section 11(a)(i) with respect to the representations and
warranties set forth in Section 5(l) (Environmental) and (B) Section 11(a)(v) ((A) and (B)
together, the “Environmental Indemnity”) shall be $2,150,000 in the aggregate. The Environmental
Indemnity shall expire on the date that is fifteen (15) months after the Closing Date; provided
that any claim brought within this time period will continue to survive until it is resolved.



          (d) Notice of Third-Party Claims. If a third party asserts a claim for which any of
the parties is entitled to indemnification under this Section 11, the party against whom the claim
is asserted will give prompt notice of the claim to the party required to pay the indemnification
(the “Indemnifying Party”). The failure to give any such notice will not, however, relieve the
Indemnifying Party of his or its obligation to indemnify the other party (the “Indemnified Party”).
The Indemnifying Party will have the right to assume control of the defense against the claim, at
his or its expense, and to compromise and settle the claim; except that the Indemnifying Party
shall not settle such claim without the consent of the Indemnified



28









 







Party unless the settlement
includes a complete release of the Indemnified Party. Each of the parties will cooperate
reasonably in any such defense. If the Indemnifying Party does not assume control of the defense,
the party against whom the claim is asserted will have the right, at the expense of the
Indemnifying Party, to undertake the defense and to compromise or settle the claim as he or it
deems appropriate.



          (e) Further Limitations and Qualifications on Indemnification.



               (i) Notwithstanding anything herein to the contrary, (A) the parties shall not have a right to
indemnification with respect to any loss of profits or any consequential, indirect, special or
punitive damages and (B) Nordson shall have no liability under this Agreement to the extent the
expense, loss or liability comprising the applicable Losses has been reserved or provided for in
the Reference Date Balance Sheet or the Closing Date Balance Sheet.



               (ii) If, as of the Closing, Baldwin or its advisors has knowledge that any of the
representations and warranties contained in Section 5 is untrue, then Nordson shall have no
liability or indemnification obligation hereunder by reason of such misrepresentation or breach of
warranty.



               (iii) Except with respect to a claim for fraud, a claim for specific performance pursuant to
Section 13, or the failure of Baldwin to satisfy any of its obligations under the Promissory Note,
the parties hereby acknowledge and agree that the indemnification rights of the parties under this
Section 11 represent the sole and exclusive remedy that the parties have for the matters addressed
by this Section 11, including any breach of this Agreement or any of the other agreements or
instruments contemplated by this Agreement.



     12. Termination. Anything in this Agreement to the contrary notwithstanding, this
Agreement may be terminated and the transactions contemplated hereby abandoned at any time on or
prior to the Closing Date:



          (a) by the written consent of Nordson and Baldwin (on behalf of itself and the Acquisition
Subsidiaries);



          (b) by Baldwin (on behalf of itself and the Acquisition Subsidiaries) (i) if any of the
conditions set forth in Section 8 of this Agreement has not been satisfied, or has become incapable
of being satisfied, on or before the Closing Date, (ii) Baldwin has given Nordson ten (10) days
notice of such matter, (iii) Nordson has failed to cure or cause to be cured such matter within
such ten (10) days, and (iv) Baldwin and the Acquisition Subsidiaries are not otherwise in material
default under this Agreement;



          (c) by Nordson (i) if any of the conditions set forth in Section 9 of this Agreement has not
been satisfied, or has become incapable of being satisfied, on or before the Closing Date, (ii)
Nordson has given Baldwin ten (10) days notice of such matter, (iii) Baldwin has failed to cure
such matter within such ten (10) days, and (iv) Nordson is not otherwise in material default under
this Agreement; or



29









 





          (d) by Baldwin (on behalf of itself and the Acquisition Subsidiaries) or by Nordson if the
Closing has not occurred on or before July 31, 2010 or such later date as the parties may agree
upon (and the terminating party is not otherwise in material default under this Agreement).



     If this Agreement is terminated in a manner permitted by any of subsections (a)-(d) of this
Section 12, this Agreement will become void and of no further force and effect, and none of the
parties hereto will have any liability to the other parties in respect of such termination of this
Agreement; provided, however, that (i) nothing in this Section 12 shall relieve any party from
liability it may have hereunder for a breach of this Agreement prior to such termination, and the
other parties’ right to pursue all legal remedies for such breach will survive such termination,
(ii) the parties’ obligations in Section 11 shall survive, and (iii) the parties shall remain
subject to the Confidentiality Agreement in accordance with its terms.



     13. Post Closing Restrictions on Nordson.



          (a) Nordson covenants with Baldwin that it shall not, and shall cause each of its subsidiaries
not to, directly or indirectly:



               (i) at any time during the period of five (5) years beginning with the Closing Date, engage
in, or invest in or own any business that is engaged in, the sale of non-microwave-powered
ultraviolet curing systems or lamps to customers in the graphic arts market where UV-cured inks and
coatings are applied to flat sheet or web-based materials that are made of paper, cardboard or
flexible packaged materials (the “Restricted Business”);



               (ii) at any time during the period of three (3) years beginning with the Closing Date (A)
offer employment to, enter into a contract for the services of, or attempt to entice away from any
of Baldwin, its subsidiaries or the Transferred Entities, any individual who is at the time of the
offer or attempt, and was at the Closing Date, employed in an executive, managerial, marketing or
senior technical position with the Transferred Business, or (B) facilitate the making of any such
offer or attempt by any other Person, unless in the case of either (A) or (B) the employment of the
individual is for any reason terminated by any of Baldwin, its subsidiaries or the Transferred
Entities after the Closing Date; or



               (iii) at any time after the Closing Date, use in the course of any business the words “Horizon
Lamps” or “Primarc” or any colorable imitation thereof.



          (b) The covenants in this Section 13 are intended for the benefit of Baldwin and each of the
Transferred Entities and apply to actions carried out by Nordson or any of its subsidiaries in any
capacity and whether directly or indirectly, on Nordson’s or any of its subsidaries’ own behalf, on
behalf of any other person or jointly with any other person.



          (c) Nothing in this Section 13 shall prevent Nordson or any of its subsidiaries from owning up
to 5% of any equity securities of any company traded on any U.S. national securities exchange or
any other internationally recognized investment or stock exchange, regardless of whether such
company is engaged to any extent in the Restricted Business.



30









 





          (d) Nothing in this Section 13 shall prevent Nordson or any of its subsidiaries from
acquiring, directly or indirectly, shares, other equity interests or substantially all of the
assets of any business that is engaged in part in the Restricted Business if the revenue
attributable to such portion of the business does not, as of the date of the acquisition,
constitute more than 10% of the revenue of the acquired business taken as a whole.



          (e) Each of the covenants in this Section 13 is a separate undertaking by Nordson and shall be
enforceable by Baldwin separately and independently of its right to enforce any one or more of the
other covenants contained in this Section 13. Each of the covenants in this Section 13 is
considered fair and reasonable by the parties, but if any restriction is found to be unenforceable,
but would be valid if any part of it were deleted or the period or area of
application reduced, the restriction shall apply with such modifications as may be necessary
to make it valid and enforceable.



          (f) The consideration for the undertakings contained in this Section 13 is included in the
Purchase Price, as set out in Section 2(b) of this Agreement.



     14. Miscellaneous.



          (a) Expenses. Each of the parties will pay its own expenses incurred in connection
with the negotiation, execution and performance of this Agreement and the completion of the
transactions contemplated by this Agreement, including fees and expenses of counsel, accountants
and other advisors. Notwithstanding the foregoing, on the Closing Date, Nordson will pay to
Baldwin $650,000 in the aggregate to cover Baldwin’s out-of-pocket expenses incurred in connection
with the transactions contemplated hereby. Baldwin agrees that it will use such funds only to pay
such transaction costs. Upon the payment by Nordson of such funds to Baldwin under this Section
14(a), the Principal Amount of the Promissory Note shall be correspondingly increased.



          (b) Entire Agreement. This Agreement, its exhibits and schedules and the
Confidentiality Agreement contain the entire understanding between Nordson, Baldwin and the
Acquisition Subsidiaries on this subject matter, and there are no representations, warranties or
covenants by or between them other than those set forth in this Agreement and its exhibits and
schedules; provided that nothing in the schedules to this Agreement is intended to broaden the
scope of any representation or warranty contained in this Agreement. The schedules and the
information and disclosures contained therein are intended only to qualify and limit the
representations and warranties of Nordson contained in this Agreement and shall not be deemed to
expand in any way the scope or effect of any such representation or warranties. No reference to or
disclosure of any item or other matter in any schedule shall be construed as an admission or
indication that such item is required to be referred to or disclosed in any other schedule.
Inclusion of any item in a schedule does not constitute a determination by the representing party
that such item is material and shall not be deemed to establish a standard of materiality. No
disclosure in any schedule relating to any possible breach or violation of any agreement,
Applicable Law or any potential adverse contingency shall be construed as an admission or



31









 







indication that any such breach or violation exists or has actually occurred or that such adverse
contingency will actually occur.



          (c) Waiver. Any of the terms or conditions of this Agreement may be waived in writing
at any time by the party that is entitled to the benefit of that term or condition. No waiver by
any party of any of its rights on any one occasion shall operate as a waiver of any other of its
rights or any of its rights on a future occasion.



          (d) Governing Law; Dispute Resolution. The validity, interpretation and
enforceability of this Agreement will be governed by the laws of the State of Connecticut, without
regard to choice of law or conflict of law rules or principles. In the event of a dispute
regarding this Agreement or the transactions contemplated by it, the parties will in good faith use
commercially reasonable efforts to resolve the dispute on an amicable basis. If the dispute is not
resolved on that basis within sixty (60) days, any party may refer the dispute (other than a
dispute that is covered by Section 4) for resolution by one arbitrator in an arbitration
administered by the American Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction. Any such arbitration will take place in Hartford, Connecticut. Depositions shall be
conducted in accordance with the federal rules of civil procedure. The arbitrator shall be
required to provide in writing to the parties the basis for the award or order of such arbitrator,
and a court reporter shall record all hearings, with such record constituting the official
transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s
fees, costs and necessary disbursements in addition to any other relief to which such party may be
entitled. Each of the parties to this Agreement consents to personal jurisdiction for any legal or
equitable action sought in any state or federal court located in the State of Connecticut having
subject matter jurisdiction. A party may seek a preliminary injunction or other preliminary
judicial relief if in his or its judgment such action is necessary to avoid irreparable damage.
Despite any such action, the parties shall continue to participate in good faith in the procedures
set forth in this Section 14(d). All applicable statutes of limitation shall be tolled during the
pendency of any arbitration hereunder, and the parties agree to take such action, if any, required
to effectuate such tolling. This agreement to arbitrate shall be enforceable under the Uniform
Arbitration Act. Any court of competent jurisdiction may confirm, or enter a judgment upon, any
arbitration award issued pursuant to this Section 14(d), and the parties hereby consent thereto.
In any judicial action to compel arbitration under this Section 14(d) or to enforce an arbitral
award, the prevailing party shall be entitled to an award of the reasonable expenses (including
attorneys’ fees) incurred in bringing or defending the action. Each party hereby irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement, the other agreements,
documents and certificates contemplated hereby and the transactions contemplated hereby and thereby
or the actions of such party in the negotiation, administration, performance and enforcement hereof
and thereof.



          (e) Notices. Any notice or other communication required or permitted under this
Agreement will be adequately given when it is personally delivered; when it is sent by fax,



32









 







with
confirmation of receipt; or one day after it is sent by overnight courier paid by the sender, and
addressed as follows:



     to Baldwin or any of the Acquisition Subsidiaries at:


Baldwin Technology Company, Inc.

2 Trap Falls Road, Suite 402

Shelton, Connecticut 06484

Fax no.: (203) 402-5500

Attn: Karl S. Puehringer

President and Chief Executive Officer




     to Nordson:


Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

Fax no.: (440) 892-9253

Attn: Robert E. Veillette

Vice President, General Counsel & Secretary




     Any party may change the address or fax number to which notices or other communications are to
be given by furnishing the other parties with written notice of the change.



          (f) Assignment. None of the parties may assign this Agreement without the prior
written consent of the other parties; provided that Baldwin and the Acquisition Subsidiaries may
make collateral assignments of their rights under this Agreement to their lenders and/or lenders’
agents.



          (g) Table of Contents; Preamble; Headings. The table of contents, the preamble to
this Agreement, and the headings used in this Agreement are for convenience of reference only and
are not intended to affect the interpretation of this Agreement.



          (h) Binding Effect. This Agreement shall be binding upon and shall inure to the
exclusive benefit of the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors and permitted assigns. Except as otherwise expressly provided in
this Agreement, this Agreement is not intended to, nor shall it, create any rights in any Person
other than the parties hereto.



          (i) Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under Applicable Law. If any portion of
this Agreement is declared invalid for any reason in any jurisdiction, such declaration shall have
no effect upon the remaining portions of this Agreement, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portions thereof deleted; provided,
however, if such severability will negate in any material respect the monetary terms of this
Agreement, then the parties shall negotiate in good faith to amend the invalid terms in a manner so
that such terms shall not be invalid and will not modify in any material respect the



33









 







monetary terms
of this Agreement unless otherwise agreed to by the parties. Furthermore, the entirety of this
Agreement shall continue in full force and effect in all other jurisdictions.



          (j) Further Assurances. Each of the parties hereto shall, at its own expense, execute
and deliver such documents and take such further actions as may be reasonably required to carry out
the provisions of this Agreement and the Transaction Documents and to give effect to the
transactions contemplated by this Agreement and the Transaction Documents.



          (k) Counterparts. This Agreement may be executed in two counterparts, each of which
shall be deemed an original but both of which together shall constitute one and the same
instrument.



          (l) Public Announcements. Neither Nordson nor Baldwin shall issue a public
announcement regarding the consummation of the transactions contemplated hereby without obtaining
the advance approval of the proposed release by the other party.



[signatures follow on the next page]




34









 








     IN WITNESS WHEREOF, Nordson, Baldwin and the Acquisition Subsidiaries have executed this
Agreement on the date first written above.



	 	 	 	 	 
	NORDSON CORPORATION

 	 	 
	By:  	/s/ Robert E. Veillette
 	 	 
	 	Name:  	Robert E. Veillette 	 	 
	 	Title:  	Vice President, General Counsel & Secretary 	 	 
	 
	BALDWIN TECHNOLOGY COMPANY, INC.

 	 	 
	By:  	/s/ Karl S. Puehringer
 	 	 
	 	Name:  	Karl S. Puehringer 	 	 
	 	Title:  	President and CEO 	 	 
	 
	BALDWIN AMERICAS CORPORATION

 	 	 
	By:  	/s/ Karl S. Puehringer
 	 	 
	 	Name:  	Karl S. Puehringer 	 	 
	 	Title:  	President 	 	 
	 



	 	 	 	 	 
	BALDWIN EUROPE CONSOLIDATED BV

By: Baldwin Graphic Equipment BV

Title: Managing Director

Represented by:

 	 	 
	/s/ J.B.A.H. Willems
 	 	 
	Name:  	J.B.A.H. Willems 	 	 
	Title:  	Managing Director 	 	 
	 
	 	 	 
	/s/ John P. Jordan
 	 	 
	Name:  	John P. Jordan 	 	 
	Title:  	Managing Director 	 	 
	 




35









 





Exhibit A




DEFINED TERMS


“Acquisition Subsidiaries” is defined in the first paragraph of this Agreement.



“ACT” is defined in the recitals to this Agreement.



“Agreement” is defined in the first paragraph of this Agreement.



“Applicable Law” means any applicable U.S., foreign or supra-national, federal, state or local,
statute, law, ordinance, regulation, rule, code, order (whether executive, legislative, judicial or
otherwise), permit, judgment, injunction, notice, decree, writ, directive, treaty, guidance, code
of practice or other requirement or rule of law or legal process (including common law), or any
other order of, or agreement issued, promulgated or entered into by, any Governmental Entity.



“Baldwin” is defined in the first paragraph of this Agreement.



“Baldwin Indemnified Parties” is defined in Section 11(a).



“Closing” is defined in Section 3.



“Closing Date” is defined in Section 3.



“Closing Date Balance Sheet” is defined in Section 4(a).



“Code” means the Internal Revenue Code of 1986, as amended.



“Colordry” is defined in the recitals to this Agreement.



“Confidentiality Agreement” means the confidentiality agreement, dated May 29, 2009, by and between
Nordson and Baldwin.



“Deductible” is defined in Section 11(c).



“Dutch Acquisition Subsidiary” is defined in the first paragraph of this Agreement.



“Employee Benefit Plan” means any (a) “employee benefit plan” as defined in ERISA Section 3(3),
including any (i) nonqualified deferred compensation or retirement plan or pension plan or
arrangement which is an “employee pension benefit plan” (as defined in ERISA Section 3(2)), (ii)
qualified defined contribution retirement plan or arrangement which is an employee pension benefit
plan, (iii) qualified defined benefit retirement plan or arrangement that is an employee pension
benefit plan (including any “multiemployer plan” (as defined in ERISA Section 3(37)), or (iv)
“employee welfare benefit plan” (as defined in ERISA Section 3(1)) or material fringe benefit plan
or program, or (b) stock purchase, stock option, severance pay, employment, change-in-control,
vacation pay, company awards, salary continuation, sick leave, excess benefit, bonus or other
incentive compensation, life insurance, or other employee benefit plan, contract, program, policy
or other arrangement, whether or not subject to ERISA, sponsored, maintained






A-2









 







or contributed to or required to be contributed to by Nordson or by any ERISA Affiliate, or to
which any of them are a party, for the benefit of any current or former employee, leased employee,
director, officer, shareholder, member or independent contractor of Nordson or any of its ERISA
Affiliates. In the case of an employee benefit pension plan funded through a trust described in
Code Section 401(a) or an organization described in Code Section 501(c), or any other funding
vehicle, each reference to such employee benefit plan shall include a reference to such trust,
organization or vehicle.



“Encumbrances” is defined in Section 2(a).



“Environment” means all air, surface water, groundwater or land, including land surface or
subsurface.



“Environmental Claim” means any and all administrative or judicial actions, suits, orders, claims,
liens, notices of violations, investigations, complaints, requests for information or proceedings,
whether criminal or civil, pursuant to or relating to any Environmental Law by any Person based
upon, alleging, asserting or claiming any (i) violation of or liability under any Environmental Law
or (ii) liability for investigatory costs, cleanup costs, removal costs, remedial costs, response
costs, natural resource damages, property damage, personal injury, fines or penalties arising out
of, based on, resulting from or related to the presence or Release into the Environment, of any
Hazardous Substances.



“Environmental Indemnity” is defined in Section 11(c)(ii).



“Environmental Laws” means all Applicable Laws relating to: (i) pollution or contamination; (ii)
the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing,
handling, labeling, protection, release, discharge or disposal of, any Hazardous Substances; (iii)
the protection of health or the environment; (iv) the effect of the environment on human health or
safety or occupational health; or (v) the clean-up of contaminated sites.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder or with respect thereto.



“ERISA Affiliate” means any Person that, together with Nordson, is or was at any time treated as a
single employer under Section 414 of the Code or Section 4001 of ERISA and any general partnership
of which Nordson is or has been a general partner.



“Financial Statements” is defined in Section 5(d).



“First Period” is defined in Section 7(j)(iv).



“FCPA” is defined in Section 5(t).



“Governmental Entity” means any federal, state, local or foreign government or any court of
competent jurisdiction, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign.







A-3









 







“GPP” means Nordson UK’s Group Personal Pension Plan with Scottish Widows under scheme number
P000059143.



“Hazardous Substances” means any waste, pollutants, contaminants, chemicals, materials, compounds,
constituents or substances that are regulated by any Governmental Entity, could give rise to
liability under applicable Environmental Laws or that cause a danger to public health or safety,
including any polychlorinated biphenyls, asbestos or asbestos containing materials in any form or
condition, radioactive materials or waste, fungi (or other mold) or petroleum, crude oil or any
fraction thereof.



“Horizon Lamps” is defined in the recitals to this Agreement.



“Horizon Lamps Shares” is defined in the recitals to this Agreement.



“Illinois Lease” is defined in Section 8(d).



“Illinois Leased Premises” is defined in Section 8(d).



“Independent Accountants” is defined in Section 4(a).



“Indemnified Party” is defined in Section 11(d).



“Indemnified Persons” is defined in Section 7(f).



“Indemnifying Party” is defined in Section 11(d).



“Indemnity Cap” is defined in Section 11(c)(i).



“Intellectual Property Rights” means any and all intellectual property rights, including without
limitation patents, patent applications, patent rights, design patents, design patent applications,
utility models, provisional patent applications, registered trademarks, trademark applications,
trade names, registered service marks, service mark applications, registered copyrights, copyright
applications, publication rights, computer programs and other computer software (including source
codes and object codes), inventions, know how, trade secrets, technology, proprietary processes and
formulae.



“Knowledge of Nordson” means the actual knowledge of the following individuals: Doug Bloomfield;
Jim Ainsworth; Christine Schwarzmann; and Srini Subramanian.



“Lease Deed of Substitution” is defined in Section 7(i).



“Leased Real Property” is defined in Section 5(i).



“Leases” is defined in Section 5(i).



“Losses” is defined in Section 11(a).







A-4









 







“Microwave Bulb Business” means the microwave bulb manufacturing business of the Transferred
Entities.



“Microwave Business” means the microwave-powered ultraviolet curing systems business of Nordson and
the Transferred Entities, other than the Microwave Bulb Business.



“Net Working Capital” means the net working capital of the Transferred Entities calculated in
accordance with the Sample Closing Date Balance Sheet.



“Nordson” is defined in the first paragraph of this Agreement.



“Nordson Indemnified Parties” is defined in Section 11(b).



“Nordson Retained Subsidiaries” means all of the direct and indirect subsidiaries of Nordson other
than the Transferred Entities.



“Nordson Transferred Employees” is defined in Section 7(e).



“Nordson UK Schemes” means the Nordson UV RBS and GPP.



“Nordson UV Limited” is defined in the recitals to this Agreement.



“Nordson UV Limited Pension Subsidiaries” means STL, Primarc and ACT.



“Nordson UV Limited Shares” is defined in the recitals to this Agreement.



“Nordson UV Limited Subsidiaries” means STL, Primarc, Colordry, WKL and ACT.



“Nordson UV RBS” is the Nordson UV Limited Retirement Benefit Scheme, established by a deed dated
16 January 1995 and made between STL, Primarc and the then trustees of that scheme.



“Objection” is defined in Section 4(a).



“October 31, 2009 Balance Sheet” is defined in Section 5(d).



“Pennsylvania Lease” is defined in Section 8(d).



“Permitted Encumbrances” is defined in Section 5(h).



“Person” means an individual, partnership, limited liability company, limited liability
partnership, corporation, association, joint stock company, trust, joint venture, unincorporated
organization or any other entity or organization, domestic or foreign, including a Governmental
Entity.



“Policies” is defined in Section 5(v).



“Primarc” is defined in the recitals to this Agreement.







A-5









 







“Principal Amount” is defined in Section 2(b).



“Prohibited Names” is defined in Section 7(h)(i).



“Promissory Note” is defined in Section 2(b).



“Purchase Price” is defined in Section 2(b).



“Reference Date Balance Sheet” is defined in Section 5(d).



“Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying,
injection, deposit, disposal, discharge, dispersal, leaching or migration into the Environment.



“Restricted Business” is defined in Section 13(a)(i).



“Returns” is defined in Section 5(r).



“Sample Closing Date Balance Sheet” is defined in Section 4(a).



“Scheme Apportionment Arrangements” is defined in Section 8(j)(i).



“Second Period” is defined in Section 7(j)(iv).



“Section 338(h)(10) Elections” is defined in Section 7(j)(i).



“STL” is defined in the recitals to this Agreement.



“Supply Agreement” is defined in Section 9(f).



“Target Net Working Capital” means £1,429,589 (with respect to Nordson UV) plus $349,517 (with
respect to Horizon Lamps), as shown on the Sample Closing Date Balance Sheet.



“Tax” means any federal, state, county or local net income, profits, alternative or add-on minimum,
gross receipts, capital, estate, excise, property, sales, use, import, ad valorem, transfer,
franchise, license, social security, unemployment insurance, workers’ compensation, withholding,
payroll and employment tax, premium or other amounts payable to a Governmental Entity, including
without limitation costs, charges, interest, fines, penalties and expenses incidental or relating
to any such tax.



“Tax Return” means any return, report or form required to be filed with any Taxing Authority.



“Taxing Authority” shall mean a Governmental Entity having jurisdiction over the assessments,
determination, collection or imposition of any Tax.



“Transaction Documents” is defined in Section 5(b).







A-6









 







“Transferred Business” means (i) the ultraviolet curing system business of the Transferred
Entities, (ii) the curing lamp business of Primarc and Horizon Lamps, and (iii) the Microwave Bulb
Business of the Transferred Entities.



“Transferred Entities” means Nordson UV Limited, the Nordson UV Limited Subsidiaries and Horizon
Lamps.



“Transferred Intellectual Property” is defined in Section 2(d).



“Transferred Shares” means the Nordson UV Limited Shares and the Horizon Lamps Shares.



“Transition Services Agreement” is defined in Section 8(g).



“U.K. Lease” is defined in Section 7(i).



“U.S. Acquisition Subsidiary” is defined in the first paragraph of this Agreement.



“WARN Act” means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101.



“WKL” is defined in the recitals to this Agreement.

















A-7