2.	Acquisition of Interests in Delphax (As Amended )

Pursuant to a Securities Purchase Agreement dated as of

October 2, 2015 (

the “Securities Purchase Agreement”) among the Company, Delphax Technologies Inc. (“Delphax”) and its subsidiary, Delphax Technologies Canada Limited (“Delphax Canada”), on

November 24, 2015 (

the “Closing Date”), the Company purchased (i) at face value a

$2,500,000

principal amount Five-Year Senior Subordinated Promissory Note (the “Senior Subordinated Note”) issued by Delphax Canada for a combination of cash and the surrender of outstanding principal of

$500,000

and accrued and unpaid interest under, and cancellation of, a

-Day Senior Subordinated Note purchased at face value by the Company from Delphax Canada on

October 2, 2015

pursuant to the Securities Purchase Agreement and (ii) for

$1,050,000

in cash a total of

43,000

shares of Delphax

’s Series B Preferred Stock (the “Series B Preferred Stock”) and a Stock Purchase Warrant (the “Warrant”) to acquire an additional

95,600

shares of Series B Preferred Stock at a price of

$33.4728

per share (subject to adjustment for specified dilutive events).

Principal under the Senior Subordinated Note is due on

October 24, 2020

and bears interest at an annual rate of

8.5%.

Interest is to be paid in kind until, in the absence of specified events,

November 24, 2017.

Thereafter, interest is to be paid in cash. Interest in kind is to be paid monthly, while interest payable in cash is to be paid quarterly. The Senior Subordinated Note is guaranteed by Delphax and is secured by security interests granted by Delphax and Delphax Canada in their respective inventories, equipment, accounts receivable, cash, deposit accounts, contract rights and other specified property, as well as a pledge by Delphax of the outstanding capital stock of its subsidiaries, including Delphax Canada. Pursuant to the terms of a subordination agreement (the “Subordination Agreement”) entered into on

October 2, 2015

by Delphax, Delphax Canada, the Company and the senior lender (the “Senior Lender”) that provides a revolving credit facility under an agreement with Delphax and Delphax Canada (the “Senior Credit Agreement”), the Company

’s rights with respect to payment under and enforcement of the Senior Subordinated Note and enforcement of its security interests are subordinated to the rights of the Senior Lender under the Senior Credit Agreement.

Each share of Series B Preferred Stock is convertible into

100

shares of common stock of Delphax, subject to anti-dilution adjustments, and has

liquidation preference over shares of common stock of Delphax.

dividends are required to be paid with respect to the shares of Series B Preferred Stock, except that ratable dividends (on an as-converted basis) are to be paid in the event that dividends are paid on the common stock of Delphax. Based on the number of shares of Delphax common stock outstanding and reserved for issuance under Delphax

’s employee stock option plans at the Closing Date, the number of shares of common stock underlying the Series B Preferred Stock purchased by the Company represent approximately

38%

of the shares of Delphax common stock that would be outstanding assuming conversion of Series B Preferred Stock held by the Company and approximately

31%

of the outstanding shares assuming conversion of the Series B Preferred Stock and the issuance of all the shares of Delphax common stock reserved for issuance under Delphax’s employee stock option plans.

Pursuant to the terms of the Series B Preferred Stock, for so long as amounts are owed to the Company under the Senior Subordinated Note or the Company continues to hold a specified number of the Shares and interests in the Warrant sufficient to permit it to acquire up to

50%

of the number of shares of Series B Preferred Stock initially purchasable under the Warrant (or holds shares of Series B Preferred Stock acquired in connection with the exercise of the Warrant equal to

50%

of the number of shares of Series B Preferred Stock initially purchasable under the Warrant), then

●

holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and exercise rights of removal and replacement with respect to)

three

-sevenths of the board of directors of Delphax, and after

June 1, 2016

the holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and to exercise rights of removal and replacement with respect to)

four

-sevenths of the members of the board of directors of Delphax; and

●

without the written consent or waiver of the Company, Delphax

may

not

enter into specified corporate transactions.

Pursuant to the provision described above, beginning on

November 24, 2015,

three

designees of the Company were elected to the board of directors of Delphax, which had a total of

seven

members following their election. As of

June 30, 2016,

three

designees of the Company continued to serve on the board of directors of Delphax, which had a total of

six

members, as the Company had

not

exercised its right to require its designee to be elected as the

seventh

director.

The Warrant expires on

November 24, 2021.

In the event that Delphax were to declare a cash dividend on its common stock, the Warrant provides that the holder of the Warrant would participate in the dividend as if the Warrant had been exercised in full and the shares of Series B Preferred Stock acquired upon exercise had been fully converted into Delphax common stock. The Warrant provides that, prior to any exercise of the Warrant, the holder of the Warrant must

first

make a good faith written tender offer to existing holders of Delphax common stock to purchase an aggregate amount of common stock equal to the number of shares of common stock issuable upon conversion of the Series B Preferred Stock that would be purchased upon such exercise of the Warrant. The Warrant requires that the per share purchase price to be offered in such tender offer would be equal to the then-current exercise price of the Warrant divided by the then-current conversion rate of the Series B Preferred Stock. To the extent that shares of common stock are purchased by the holder in the tender offer, the amount of shares of Series B Preferred Stock purchasable under the Warrant held by such holder is to be ratably reduced. The Warrant is to provide that it

may

be exercised for cash, by surrender of principal and interest under the Senior Subordinated Note equal to

0.95

times the aggregate exercise price or by surrender of a portion of the Warrant having a value equal to the aggregate exercise price based on the difference between the Warrant exercise price per share and an average market value, measured over a

-trading day period, of Delphax common stock that would be acquired upon conversion of

one

share of Series B Preferred Stock.

As a result of the above transactions, the Company determined that it had obtained control over Delphax and has consolidated Delphax in

its consolidated financial statements beginning on

November 24, 2015.

The following table summarizes the provisional fair values of Delphax assets and liabilities as of the Closing Date:

	November 24, 2015

ASSETS
Cash and cash equivalents	$	586,061
Accounts receivable		1,740,210
Inventories		3,972,802
Other current assets		693,590
Property and equipment		722,714
Intangible assets - trade name		120,000
Intangible assets - patents		1,090,000
Goodwill		375,408
Total assets	$	9,300,785

LIABILITIES
Accounts payable	$	1,663,199
Accrued expenses		1,949,522
Income tax payable		11,312
Debt		3,313,317
Other long-term liabilities		650,500
Total liabilities	$	7,587,850


Net Assets	$	1,712,935

The Company determined that it was reasonable to use the price which it paid for its equity interests as the basis for estimating the total fair value of Delphax

’s equity as of

November 24, 2015

acquisition date. The effect of the Company’s equity and debt investments of

$1,050,000

and

$2,500,000,

respectively, are

not

reflected in the above table. As such, the amounts presented reflect the provisional fair values of Delphax’s assets and liabilities immediately prior to the Company’s investments. The net assets amount presented above is the estimated acquisition date fair value of the non-controlling interests in Delphax.

Delphax

’s debt immediately prior to the acquisition included approximately

$508,000

due under the

-Day Senior Subordinated Note.

The Company

’s initial accounting for its acquisition of interests in Delphax is currently incomplete. Therefore, as permitted by the applicable accounting guidance, the above amounts are provisional.

As further discussed in Note

the Company recognized significant expenses in the

June 30, 2016

quarter associated with Delphax employee benefit costs and write-downs of Delphax inventories, long-lived tangible and intangible assets, and goodwill. The Company concluded that the charges were necessary to reflect changes in market conditions and business outlook during the

June 30, 2016

quarter and are

not

associated with conditions that existed as of the Closing Date. As such, these adjustments were

not

accounted for as “measurement period” adjustments in the accompanying condensed consolidated financial statements.