exhibit103.htm


    


      
        	 
      	 
      	
                Exhibit
      10.3

              
	 
      	 
      	 
      
	
                Presstek Overseas Corp.

              	
                (1)

              
	 
      	 
      
	
                PNC
      Bank, National Association

              	
                (2)

              


      

       

      


      
        	 
      	
                CHARGE OVER SHARES

                 

              	 
      


      

       

      


      


       

      
        	
                -  

              	 


      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CONTENTS

       

       

      
        	
                1

              	
                INTERPRETATION

              	
                1

              


      

       

      
        	
                2

              	
                COVENANT TO
      PAY

              	
                2

              


      

       

      
        	
                3

              	
                CHARGING
      CLAUSE

              	
                2

              


      

       

      
        	
                4

              	
                NEGATIVE UNDERTAKINGS BY THE
      CHARGOR

              	
                3

              


      

       

      
        	
                5

              	
                POSITIVE UNDERTAKINGS BY THE
      CHARGOR

              	
                3

              


      

       

      
        	
                6

              	
                REPRESENTATIONS BY THE
      CHARGOR

              	
                4

              


      

       

      
        	
                7

              	
                RIGHTS OF THE CHARGEE ON
      DEFAULT

              	
                4

              


      

       

      
        	
                8

              	
                ENFORCEMENT BY THE
      CHARGEE

              	
                5

              


      

       

      
        	
                9

              	
                ENFORCEMENT BY A
      RECEIVER

              	
                5

              


      

       

      
        	
                10

              	
                EXERCISE OF POWERS;
      PURCHASERS

              	
                5

              


      

       

      
        	
                11

              	
                FURTHER
      ASSURANCE

              	
                6

              


      

       

      
        	
                12

              	
                POWER OF
      ATTORNEY

              	
                6

              


      

       

      
        	
                13

              	
                SUBSEQUENT
      ENCUMBRANCES

              	
                6

              


      

       

      
        	
                14

              	
                INDEMNITIES, COSTS AND
      EXPENSES

              	
                7

              


      

       

      
        	
                15

              	
                PROTECTION FOR
      CHARGEE

              	
                7

              


      

       

      
        	
                16

              	
                CONTINUING SECURITY AND OTHER
      MATTERS

              	
                7

              


      

       

      
        	
                17

              	
                CURRENCIES

              	
                8

              


      

       

      
        	
                18

              	
                MISCELLANEOUS

              	
                8

              


      

       

      
        	
                19

              	
                NOTICES

              	
                9

              


      

       

      
        	
                20

              	
                LAW AND
      JURISDICTION

              	
                10

              


      

       

      



      
        
          
            i

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      THIS
DEED OF CHARGE is dated 5
March,                                                                                     2010
and made

       

      PARTIES

       

      
        	
                (1)  

              	
                PRESSTEK OVERSEAS CORP.,
      a corporation incorporated under the laws of the state of Delaware whose
      principal place of business is at 10 Glenville Street, Greenwich,
      Connecticut 06831 (the ‘Chargor’);
and

              


      

       

      
        	
                (2)  

              	
                PNC BANK, NATIONAL
      ASSOCIATION (as Lender and Agent), (the
  ‘Chargee’).

              


      

       

      BACKGROUND

       

      
        	
                (1)

              	
                The
      Lender has agreed under the Credit Agreement to make or continue to make
      available to Presstek Overseas Corp. the revolving credit facilities
      described therein on condition that the Chargor executes this
      Deed.

              


      

       

      
        	
                (2)

              	
                Accordingly
      the Chargor has agreed to execute this Deed in favour of the Chargee in
      its capacity as Agent for the
Lenders.

              


      

       

      NOW
THIS DEED WITNESSES as follows -

       

      
        	
                1  

              	
                INTERPRETATION

              


      

       

      
        	
                1.1  

              	
                In
      this Deed -

              


      

       

      “Charged Property” means the
Shares together with all stocks, shares, warrants, securities, rights, monies or
property (including the dividends, interest or income therefrom) accruing or
acquired at any time and from time to time by way of redemption, purchase,
bonus, preference, option or otherwise to or in respect of or derived from all
or any of the Shares or any derivatives thereof, including the proceeds of any
sale of any of the Shares;

       

      “Company” means Presstek
Europe Limited, (Company No. 01941149), the registered office of which is at
Unit 1, The Summit Centre, Skyport Drive, Harmondsworth, West Drayton,
Middlesex, UB7 0LJ, England;

       

      “Credit Agreement” means a
revolving credit and security agreement dated on or about the date of this Deed,
pursuant to which the Chargee, amongst others, has agreed to make financial
accommodation available to the Chargor, as that agreement may from time to time
be amended, novated or replaced in any manner whatsoever (including by any
increase in the amount of the facility, the extension of its term or any change
in the identity of the Lenders).

       

      “Encumbrance” means any
mortgage, charge (whether fixed or floating), pledge, lien, hypothecation,
standard security, assignment by way of security or other security interest of
any kind;

       

      “Enforcement Date” means the
date on which the Chargee demands payment of the Secured Obligations following
the occurrence of an Event of Default or any step is taken to put the Company
into administration;

       

      “Event of Default” means any
event of default (howsoever described) and listed in the Credit
Agreement;

       

      “Receiver” means any one or
more receivers and/or managers appointed under this Deed;

       

      “Secured Obligations” means
the full and punctual payment and performance of all Obligations whether arising
under this Deed, the Credit Agreement or any Other Document and whether now
existing or hereafter arising, direct or indirect, liquidated or unliquidated,
absolute or contingent, due or not due and whether under, pursuant to or
evidenced by a note, agreement, guaranty, instrument or otherwise;
and

       

      “Shares” means the entire
issued share capital of the Company from time to time comprising 3,000,000
ordinary shares of £1.00 each as at the date of this Deed.

       

      
        	
                1.2  

              	
                In
      this Deed -

              


      

       

      
        	
                (i)  

              	
                clause
      headings and the contents table are inserted for convenience of reference
      only and do not affect the interpretation of this
  Deed;

              


      

       

      
        	
                (ii)  

              	
                references
      to clauses and schedules are to clauses of, and schedules to, this
      Deed;

              


      

       

      
        	
                (iii)  

              	
                references
      to this Deed or any other document are to this Deed or that document as
      from time to time amended, novated or
replaced;

              


      

       

      
        	
                (iv)  

              	
                words
      importing the plural include the singular and vice
  versa;

              


      

       

      
        	
                (v)  

              	
                references
      to a person include its successors in title;
and

              


      

       

      
        	
                (vi)  

              	
                references
      to statutory provisions include those provisions as amended, re-enacted or
      replaced.

              


      

       

      
        	
                (vii)  

              	
                words
      and phrases which are not defined or construed in this Deed but which are
      defined or construed in the Credit Agreement shall be construed as having
      the meanings ascribed to them
therein.

              


      

       

      
        	
                2  

              	
                COVENANT
      TO PAY

              


      

       

      The
Chargor covenants to pay to the Chargee the Secured Obligations when the same
become due whether by acceleration or otherwise.

       

      
        	
                3  

              	
                CHARGING
      CLAUSE

              


      

       

      
        	
                3.1  

              	
                The
      Chargor hereby charges the Charged Property to the Chargee as a continuing
      security for the payment and discharge of the Secured Obligations.

              


      

       

      
        	
                3.2  

              	
                Upon
      execution of this Deed the Chargor shall deliver or cause to be delivered
      to the Chargee duly executed, but undated, transfers in respect of the
      Shares in blank, together with the relevant share
      certificate(s).

              


      

       

      
        	
                3.3  

              	
                Prior
      to the Enforcement Date the Chargor shall be entitled
  -

              


      

       

      
        	
                (i)  

              	
                to
      receive, deal with and retain released from this Deed all dividends and
      distributions on any of the Charged
Property;

              


      

       

      
        	
                (ii)  

              	
                to
      participate in any rights or bonus issue or any conditional or
      preferential rights; and

              


      

       

      
        	
                (iii)  

              	
                to
      exercise all voting powers pertaining to the Charged
    Property,

              


      

       

      provided
in each such case that the Chargor shall not exercise such rights in a manner
which would or would reasonably be expected to derogate from the security
created by this Deed or conflict with any provision of the Credit
Agreement.

       

      
        	
                4  

              	
                NEGATIVE
      UNDERTAKINGS BY THE CHARGOR

              


      

       

      The
Chargor will not, without the prior written consent of the Chargee (not to be
unreasonably withheld or delayed) -

       

      
        	
                (i)  

              	
                create
      or permit to subsist any Encumbrance (other than in favour of the Chargee)
      over any Shares;

              


      

       

      
        	
                (ii)  

              	
                sell,
      transfer, assign or otherwise dispose of any Shares;
  or

              


      

       

      
        	
                (iii)  

              	
                permit
      the Company to make any alteration to, grant any rights in relation to or
      otherwise re-organise or purchase or reduce its capital or reserves in any
      way or enter into any composition or arrangement with its creditors or any
      class of its creditors; or

              


      

       

      
        	
                (iv)  

              	
                save
      for any alteration to the Company’s Memorandum and Articles of Association
      required by the Chargee pursuant to the provisions of clause 11.1, convene
      any meeting with a view either to the alteration of any of the provisions
      of the Company’s Memorandum and Articles of Association or to passing a
      resolution that the Company be wound
up.

              


      

       

      
        	
                5  

              	
                POSITIVE
      UNDERTAKINGS BY THE CHARGOR

              


      

       

      The
Chargor will -

       

      
        	
                (i)  

              	
                deposit
      with the Chargee, or its nominee, and permit it to retain:
    -

              


      

       

      
        	
                (A)  

              	
                all
      stock and share certificates and documents of title relating to the Shares
      together with any other documents of title relating to the Charged
      Property; and

              


      

       

      
        	
                (B)  

              	
                all
      such other documents as the Chargee may from time to time require for
      perfecting its title to the Charged Property or for vesting or enabling it
      to vest the same in itself or its nominees or in any purchaser to the
      intent that the Chargee may at any time without notice present them for
      registration;

              


      

       

      
        	
                (ii)  

              	
                duly
      register or procure that the directors of the Company duly register all
      transfers of the Shares from time to time lodged with them by or on behalf
      of the Chargee or its nominees and issue and deliver to the Chargee a new
      certificate or certificates for the Shares in the name of the Chargee or
      its nominees as soon as possible following receipt of such
      transfers;

              


      

       

      
        	
                (iii)  

              	
                on
      the issue to the Chargor of any further Shares, cause to be issued share
      certificates representing those shares so issued and deliver or cause to
      be delivered to the Chargee duly executed but undated transfers in respect
      of such shares in blank together with the relevant share certificates for
      such shares such that the Chargee shall at all times hold share
      certificates and share transfers representing all of the
      Shares;

              


      

       

      
        	
                (iv)  

              	
                duly
      and promptly pay all calls, instalments or other payments which from time
      to time become due in respect of any of the
  Shares;

              


      

       

      
        	
                (v)  

              	
                if
      so requested by the Chargee following the Enforcement Date, transfer all
      or any of the Shares to the Chargee or its nominees and all the Shares
      shall be held at the expense and risk of the Chargor except in the case of
      the Chargee’s or such nominees wilful default or gross negligence of its
      obligations under this Deed. The Chargee agrees that it will keep each
      share certificate and stock transfer form in respect of the Shares
      delivered to it by the Chargor in safe keeping;
  and

              


      

       

      
        	
                (vi)  

              	
                permit
      the Chargee or its nominee at all times upon the occurrence, and during
      the continuance, of an Event of Default to exercise in respect of the
      Charged Property all rights and powers conferred by statute or otherwise
      upon absolute owners of the Charged Property including without limitation
      the right to exercise any of the powers in clause
  7.

              


      

       

      
        	
                6  

              	
                REPRESENTATIONS BY THE
CHARGOR

              


      

       

      
        	
                6.1  

              	
                The
      Chargor represents to the Chargee as at the date hereof that
    -

              


      

       

      
        	
                (i)  

              	
                the
      issued share capital of the Company currently comprises 3,000,000 ordinary
      shares of £1.00 each and the Chargor is the registered holder of all the
      Shares and is the beneficial and legal owner of and has full right and
      title to, and has hereby charged the Charged
  Property;

              


      

       

      
        	
                (ii)  

              	
                all
      the Shares are fully paid or credited as fully paid;
  and

              


      

       

      
        	
                (iii)  

              	
                all
      the Shares are free from any Encumbrance of any kind (other than in favour
      of the Chargee) and are not, nor shall they be, subject to any option or
      pre-emption rights.

              


      

       

      
        	
                7  

              	
                RIGHTS
      OF THE CHARGEE ON DEFAULT

              


      

       

      
        	
                7.1  

              	
                After
      the Enforcement Date the Chargee or its nominee may at its discretion (in
      the name of the Chargor or otherwise) and without any consent or authority
      of the Chargor exercise the following rights in respect of any of the
      Charged Property -

              


      

       

      
        	
                (i)  

              	
                any
      voting rights and any powers or rights which may be exercised by the
      person or persons in whose name any of the Charged Property is
      registered;

              


      

       

      
        	
                (ii)  

              	
                the
      right to require any dividends, interest or other monies which may be paid
      or payable in respect of the Charged Property to be paid to the Chargee
      for application in accordance with clause 9.2;
  and

              


      

       

      
        	
                (iii)  

              	
                all
      the powers given to trustees by section 10(3) and (4) of the Trustee Act
      1925 (as amended by section 9 of the Trustee Investments Act 1961) in
      respect of securities or property subject to a
  trust.

              


      

       

      
        	
                7.2  

              	
                The
      Chargee shall be at liberty from time to time to give time for payment of
      any of the Secured Obligations as the Chargee shall in its discretion
      think fit without in any manner releasing the Chargor or affecting the
      security constituted by this Deed.

              


      

       

      
        	
                8  

              	
                ENFORCEMENT
      BY THE CHARGEE

              


      

       

      
        	
                8.1  

              	
                At any time on or after the Enforcement Date or if
      requested by the Chargor, the Chargee may, in respect of all or any of the
      Charged Property, exercise (without further notice and without the
      restrictions contained in section 103 of the Law of Property Act
      1925) all the powers or rights conferred on a Receiver by this Deed and
      all other powers conferred on mortgagees by the Law of Property
      Act 1925 as varied or extended by this
  Deed.

              


      

       

      
        	
                8.2  

              	
                Section
      93 of the Law of Property Act 1925 shall not apply to this security, or to
      any security given to the Chargee pursuant
  hereto.

              


      

       

      
        	
                9  

              	
                ENFORCEMENT
      BY A RECEIVER

              


      

       

      
        	
                9.1  

              	
                At
      any time on or after the Enforcement Date or if requested by the Chargor,
      the Chargee may, by instrument in writing, appoint any person to be a
      Receiver of all or any part of the Charged Property.  Where more
      than one Receiver is appointed, each joint Receiver shall have power to
      act severally, independently of any other joint Receivers, except to the
      extent that the Chargee may specify to the contrary in the appointment.
      The Chargee may remove any Receiver and appoint another in his
      place.

              


      

       

      
        	
                9.2  

              	
                A
      Receiver shall be the agent of the Chargor, and the Chargor shall be
      solely responsible for his acts or defaults and for his remuneration save
      for acts or default which arise from the Receiver’s wilful misconduct or
      gross negligence.

              


      

       

      
        	
                9.3  

              	
                A
      Receiver shall have the power to do or omit to do on behalf of the Chargor
      anything which the Chargor itself could do or omit to do in relation to
      the Charged Property if the Receiver had not been appointed,
      notwithstanding the liquidation of the Chargor.  In particular
      (but without limitation), a Receiver shall have the powers conferred from
      time to time on receivers by statute (in the case of powers conferred by
      the Law of Property Act 1925, without the restrictions contained in
      section 103 of that Act).

              


      

       

      
        	
                9.4  

              	
                The
      Chargee may from time to time determine the remuneration of any Receiver
      and section 109(6) of the Law of Property Act 1925 shall be varied
      accordingly.  A Receiver shall be entitled to remuneration
      appropriate to the work and responsibilities involved upon the basis of
      charging from time to time adopted by the Receiver in accordance with the
      current practice of his firm.

              


      

       

      
        	
                10  

              	
                EXERCISE
      OF POWERS; PURCHASERS

              


      

       

      
        	
                10.1  

              	
                In
      exercising the powers referred to in clauses 8 and 9, the Charged
      Property or any part thereof may be sold, disposed of or otherwise dealt
      with at such times in such manner for such consideration and generally on
      such terms and conditions as the Chargee or the Receiver may think
      fit.

              


      

       

      
        	
                10.2  

              	
                All
      monies received by the Chargee or by any Receiver in the exercise of any
      powers conferred by this Deed shall be applied, after the discharge of the
      remuneration and expenses of the Receiver and all liabilities having
      priority to the Secured Obligations, in or towards satisfaction of such of
      the Secured Obligations and in such order as the Chargee in its absolute
      discretion may from time to time conclusively
  determine.

              


      

       

      
        	
                10.3  

              	
                No
      purchaser or other person shall be bound or concerned to enquire whether
      the right of the Chargee or any Receiver to exercise any of the powers
      conferred by this Deed has arisen or be concerned with notice to the
      contrary or with the propriety of the exercise or purported exercise of
      such powers.

              


      

       

      
        	
                11  

              	
                FURTHER
      ASSURANCE

              


      

       

      
        	
                11.1  

              	
                The
      Chargor shall execute such further documents in favour, or for the
      benefit, of the Chargee and do all such acts and things as the Chargee
      shall from time to time reasonably require in relation to all or any of
      the Charged Property as shall be necessary to secure the Secured
      Obligations or to perfect or protect its title to any of the Charged
      Property or to facilitate their
realisation.

              


      

       

      
        	
                11.2  

              	
                Such
      documents shall be prepared by or on behalf of the Chargee at the expense
      of the Chargor and shall contain -

              


      

       

      
        	
                (i)  

              	
                an
      immediate power of sale without
notice;

              


      

       

      
        	
                (ii)  

              	
                a
      clause excluding section 93 of the Law of Property Act 1925 and the
      restrictions contained in section 103 of the Law of Property
      Act 1925; and

              


      

       

      
        	
                (iii)  

              	
                such
      other clauses for the benefit of the Chargee as the Chargee may
      require.

              


      

       

      
        	
                12  

              	
                POWER
      OF ATTORNEY

              


      

       

      
        	
                12.1  

              	
                The Chargor, by way of security, irrevocably appoints the
      Chargee and any Receiver severally to be its attorney in its name and on
      its behalf -

              


      

       

      
        	
                (i)  

              	
                to
      execute and complete all such documents which the Chargee or such Receiver
      may require for perfecting the title of the Chargee to the Charged
      Property or for vesting the same in the Chargee, its nominee or any
      purchaser in accordance with the terms of this
  Deed;

              


      

       

      
        	
                (ii)  

              	
                to
      execute and complete any document referred to in clause 11;
      and

              


      

       

      
        	
                (iii)  

              	
                generally
      to execute and complete all documents and to do all acts and things which
      may be required for the full exercise of any of the powers conferred on
      the Chargee or a Receiver under this Deed or which may be deemed expedient
      by the Chargee or a Receiver in connection with any disposition,
      realisation or getting in by the Chargee or a Receiver of the Charged
      Property or any part thereof or in connection with any other exercise of
      any power under this Deed.

              


      

       

      
        	
                13  

              	
                SUBSEQUENT
      ENCUMBRANCES

              


      

       

      If the
Chargee receives notice of any subsequent Encumbrance affecting any Charged
Property, it may open a new account for the Chargor. If it does not do so then,
unless it gives express written notice to the contrary to the Chargor, it shall
nevertheless be treated as if it had opened a new account at the time when it
received such notice and, as from that time, all payments made by or on behalf
of the Chargor to the Chargee shall be credited or be treated as having been
credited to the new account and shall not operate to reduce the Secured
Obligations at the time when it received such notice.

       

      
        	
                14  

              	
                INDEMNITIES,
      COSTS AND EXPENSES

              


      

       

      The
Chargor must -

       

      
        	
                (i)  

              	
                immediately
      on demand pay all costs and expenses (including legal fees) reasonably
      incurred by the Chargee, any Receiver, attorney, manager, agent or other
      person appointed by the Chargee under this Deed as a consequence of
      protecting or enforcing its rights in legal proceedings;
    and

              


      

       

      
        	
                (ii)  

              	
                keep
      each of them indemnified against all actions, costs, charges, claims,
      demands, expenses and liabilities (including legal fees) incurred by them
      in relation to:

              


      

       

      
        	
                (A)  

              	
                anything
      done or omitted in the exercise of their powers (unless caused by their
      gross negligence or wilful misconduct);
and

              


      

       

      
        	
                (B)  

              	
                any
      claim made against them which would not have arisen if this Deed had not
      been entered into; and

              


      

       

      
        	
                (C)  

              	
                any
      breach, non-observance or non-performance of any obligations of the
      Chargor; and

              


      

       

      
        	
                (D)  

              	
                breach
      or non-observance of any laws or regulations applicable to the
      Chargor.

              


      

       

      
        	
                15  

              	
                PROTECTION
      FOR CHARGEE

              


      

       

      Neither
the Chargee nor any Receiver shall in any circumstances have any liability to
the Chargor -

       

      
        	
                (i)  

              	
                for
      any act, default or omission of the Chargee, a Receiver or their agents or
      contractors which does not amount to gross negligence or
      fraud;

              


      

       

      
        	
                (ii)  

              	
                to
      account as mortgagee in possession;
or

              


      

       

      
        	
                (iii)  

              	
                for
      any loss on realisation of
Security.

              


      

       

      
        	
                16  

              	
                CONTINUING
      SECURITY AND OTHER MATTERS

              


      

       

      
        	
                16.1  

              	
                This
      Deed and the obligations of the Chargor under this Deed shall extend to
      the ultimate balance from time to time in respect of the Secured
      Obligations and shall be a continuing security, notwithstanding any
      settlement of account or other matter whatsoever and shall remain in full
      force and effect until all the Secured Obligations have been paid or
      discharged in full.

              


      

       

      
        	
                16.2  

              	
                This
      Deed is in addition to, and shall not merge with or otherwise prejudice,
      any other right or remedy or any encumbrance now or hereafter held by or
      available to the Chargee.

              


      

       

      
        	
                16.3  

              	
                Except
      as otherwise specified in a deed of release executed by the Agent, any
      release, discharge or settlement between the Chargor and the Chargee shall
      be conditional upon no security, disposition or payment to the Chargee by
      the Chargor being void, set aside or ordered to be refunded pursuant to
      any enactment or law relating to bankruptcy, liquidation, administration
      or insolvency or for any other reason whatsoever and if such condition
      shall not be fulfilled the Chargee shall be entitled to enforce the charge
      hereby created subsequently as if such release, discharge or settlement
      had not occurred and any such payment had not been made.  When
      the Secured Obligations have been irrevocably paid or performed in
      accordance with the provisions of this Deed, the Chargee shall promptly
      return to the Chargor, all the Shares then held by the Chargee together
      with the share certificates and stock transfer forms representing those
      Shares.  It will, if so requested by the Chargor, at the cost of
      the Chargor, do such other acts and things as may be necessary to effect a
      release of this Deed.

              


      

       

      
        	
                16.4  

              	
                The
      Chargee shall not be obliged to resort to any other means of payment now
      or hereafter held by or available to it before enforcing this Deed and no
      action taken or omitted to be taken in connection with any other means of
      payment shall discharge, reduce, prejudice or affect the liability of the
      Chargor.  The Chargee shall not be obliged to account for any
      money or other property received in consequence of any enforcement or
      realisations of any other means of
payment.

              


      

       

      
        	
                17  

              	
                CURRENCIES

              


      

       

      All
monies received or held by the Chargee or by a Receiver under this Deed at any
time on or after the Enforcement Date in a currency other than a currency in
which the Secured Obligations are denominated may from time to time be sold for
such one or more of the currencies in which the Secured Obligations are
denominated as the Chargee or Receiver considers necessary or desirable. The
Chargor hereby agrees to indemnify the Chargee against the full cost (including
all costs, charges and expenses) incurred in relation to such sale. Neither the
Chargee nor any Receiver shall have any liability to the Chargor in respect of
any loss resulting from any fluctuation in exchange rates after any such
sale.

       

      
        	
                18  

              	
                MISCELLANEOUS

              


      

       

      
        	
                18.1  

              	
                No
      failure or delay on the part of the Chargee to exercise any power, right
      or remedy shall operate as a waiver thereof nor shall any single or any
      partial exercise or waiver of any power, right or remedy preclude its
      further exercise or the exercise of any other power, right or
      remedy.

              


      

       

      
        	
                18.2  

              	
                Each
      of the provisions of this Deed is severable and distinct from the others
      and if any time one or more of such provisions is or becomes invalid,
      illegal or unenforceable the validity, legality and enforceability of the
      remaining provisions of this Deed shall not in any way be affected or
      impaired thereby.

              


      

       

      
        	
                18.3  

              	
                Any
      change in the constitution of the Chargee or its absorption in or
      amalgamation with any other person or the acquisition of all or part of
      its undertaking by any other person shall not in any way affect or
      prejudice its rights under this Deed.

              


      

       

      
        	
                18.4  

              	
                Any
      liability or power which may be exercised or any determination which may
      be made under this Deed by the Chargee may be exercised or made in its
      absolute and unfettered discretion and it shall not be obliged to give
      reasons therefore.

              


      

       

      
        	
                18.5  

              	
                No
      term of this Deed shall be enforceable by any person who is not a party to
      it under the Contracts (Rights of Third Parties) Act
  1999.

              


      

       

      
        	
                19  

              	
                NOTICES

              


      

       

      
        	
                19.1  

              	
                Except
      as otherwise stated in this Deed, all demands, notices or other
      communications (“Notice”) under this Deed to either party shall be made by
      letter (personally delivered, sent by registered or certified post or
      overnight courier), electronic mail or facsimile and shall be deemed to be
      duly given or made on the earlier date of:
-

              


      

       

      (a) receipt
by; or

       

      
        	
                (b)  

              	
                three
      business days after being put in the post (with postage prepaid, return
      receipt requested) addressed to,

              


      

       

      the
relevant party, whose address is set out at (e) to (g) below,

       

      and, if
given or made by the Chargee in connection with the enforcement of the Chargee’s
rights under this Deed, shall be deemed to be duly given or made by the Chargee
on the date of –

       

      (c) being put
in the post or delivered personally; or

       

      (d) being
transmitted by facsimile or electronic mail,

       

      sent
to,

       

      (e) in the
case of the Chargee, its address, or facsimile number set out in
below;

       

      (f) in the
case of the Chargor, its address, or facsimile number set out below;
or

       

      
        	
                (g)  

              	
                such
      address, electronic mail address or facsimile number as either party may,
      after the date hereof specify to the other for such purpose by not less
      than five days’ notice.

              


      

       

      
        	
                19.2  

              	
                The
      Chargee’s address and facsimile numbers for notices as at the date hereof
      are -

              


      

       

      PNC Bank,
National Association

      340
Madison Avenue

      New York,
New York 10173

      Attention:                      Christopher
Gauch

      Telephone:                      212-752-6368

      Facsimile:                      212-303-0060

      Email:                                Christopher
Gauch@PNC.com

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      with a
copy to:

      


      Hahn
& Hessen LLP

      488
Madison Avenue

      New York,
New York 10022

      Attention:                      Steven
J. Seif, Esq.

      Telephone:                      (212)
478-7370

      Facsimile:                      (212)
478-7400

      Email:                                sseif@hahnhessen.com

      


      
        	
                19.3  

              	
                The
      Chargor’s address and facsimile number for notices as at the date hereof
      are -

              


      

       

      Presstek
Overseas Corp.

      10
Glenville Street

      Greenwich,
Connecticut 06831

      Attention:                      James
R. Van Horn

      Telephone:                      (203)
769-8032

      Facsimile:                      (203)
769-8099

      Email:                                jvanhorn@presstek.com

      


      with a
copy to:

      


      McDermott
Will & Emery LLP

      227 West
Monroe Street, Suite 4400

      Chicago,
Illinois 60606-5096

      Attention:                      Michael
L. Boykins

      Telephone:                      (312)
984-7599

      Facsimile:                      (312)
984-7700

      Email:                                mboykins@mwe.com

      


      
        	
                19.4  

              	
                A
      Notice received on a non-working day or after business hours in the place
      of receipt shall be deemed to be served on the next following working day
      in that place.

              


      

       

      
        	
                20  

              	
                LAW
      AND JURISDICTION

              


      

       

      
        	
                20.1  

              	
                This
      Deed is governed by English law.

              


      

       

      
        	
                20.2  

              	
                For
      the benefit of the Chargee, the Chargor irrevocably agrees that the courts
      of England are to have non-exclusive jurisdiction to settle any disputes
      which may arise out of, or in connection with, this Deed and that,
      accordingly, any suit, action or proceedings arising out of, or in
      connection with, this Deed may be brought in such
  courts.

              


      

       

      
        	
                20.3  

              	
                The
      submission to the jurisdiction of the Courts of England shall not limit
      the right of the Chargee to take proceedings against the Chargor in any
      other court of competent jurisdiction nor shall the taking of proceedings
      in any one or more jurisdictions preclude the taking of proceedings in any
      other jurisdiction, whether currently or
not.

              


      

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      IN
WITNESS whereof this Deed has been entered into the day and year first above
written.

       

      


       

      EXECUTED
and delivered as a deed by PRESSTEK
EUROPE  LIMITED

      acting by
its duly authorised attorney

       

      


      
        	
                Authorised
      Signatory

              	 
      
	
                Signature

              	
                :           /S/
      James R. Van Horn

              
	
                Name

              	
                :           James
      R. Van Horn

              


      

      


      In the
presence of:

      


      Witness
Name:                                           Ineke
Kuijpers

      


      Witness
Signature:                                                      /S/
Ineke Kuijpers

      


      


       

      SIGNED for and on behalf of
PNC BANK, NATIONAL ASSOCIATION
by:

       

      


      
        	
                Authorised
      Signatory

              	 
      
	
                Signature

              	
                :           /S/
      Thomas J. Lorenz

              
	
                Name

              	
                :           Thomas
      J. Lorenz

              


      

      :