Agreement and Plan of Merger – Bitstream Inc., Monotype Imaging Holdings, Inc., and Birch Acquisition Corporation

AGREEMENT AND PLAN OF MERGER

dated as of

November 10, 2011

among

BITSTREAM INC.,

MONOTYPE IMAGING HOLDINGS INC.,

and

BIRCH ACQUISITION CORPORATION

TABLE OF CONTENTS


			Page

ARTICLE 1 DEFINITIONS				1

	Section 1.01.	Definitions		1
	Section 1.02.	Other Definitional and Interpretative Provisions		11

ARTICLE 2 THE MERGER				12

	Section 2.01.	The Closing		12
	Section 2.02.	The Merger		12
	Section 2.03.	Conversion of Shares; Calculation of Merger Consideration		13
	Section 2.04.	Surrender and Payment		14
	Section 2.05.	Dissenting Shares		15
	Section 2.06.	Company Stock Options and Restricted Stock Awards		16
	Section 2.07.	Adjustments		18
	Section 2.08.	Withholding Rights		18
	Section 2.09.	Lost Certificates		18

ARTICLE 3 THE SURVIVING CORPORATION				18

	Section 3.01.	Certificate of Incorporation		18
	Section 3.02.	Bylaws		18
	Section 3.03.	Directors and Officers		18

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY				19

	Section 4.01.	Corporate Existence and Power		19
	Section 4.02.	Corporate Authorization		19
	Section 4.03.	Governmental Authorization		20
	Section 4.04.	Non-contravention		20
	Section 4.05.	Capitalization		21
	Section 4.06.	Subsidiaries		22
	Section 4.07.	SEC Filings and the Sarbanes-Oxley Act		23
	Section 4.08.	Financial Statements; Internal Controls		24
	Section 4.09.	Disclosure Documents		26
	Section 4.10.	Absence of Certain Changes		26
	Section 4.11.	No Undisclosed Material Liabilities		26
	Section 4.12.	Litigation		27
	Section 4.13.	Compliance with Applicable Law		27
	Section 4.14.	Material Contracts		28
	Section 4.15.	Taxes		31
	Section 4.16.	Employee Benefit Plans		34
	Section 4.17.	Labor and Employment Matters		36
	Section 4.18.	Insurance Policies		37
	Section 4.19.	Environmental Matters		37


	Section 4.20.	Intellectual Property and Information Technology	38
	Section 4.21.	Properties	41
	Section 4.22.	Interested Party Transactions	42
	Section 4.23.	Compliance with the U.S. Foreign Corrupt Practices Act and Other Applicable Anti-Corruption Laws	42
	Section 4.24.	Customers, Suppliers	43
	Section 4.25.	Finders153 Fees	43
	Section 4.26.	Opinion of Financial Advisor	43
	Section 4.27.	Antitakeover Statute; Rights Plan	43
	Section 4.28.	No Other Representations or Warranties	44

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT			44

	Section 5.01.	Corporate Existence and Power	44
	Section 5.02.	Corporate Authorization	44
	Section 5.03.	Governmental Authorization	44
	Section 5.04.	Non-contravention	45
	Section 5.05.	Disclosure Documents	45
	Section 5.06.	Litigation	45
	Section 5.07.	Financing	45
	Section 5.08.	Finders153 Fees	45
	Section 5.09.	Ownership of Company Common Stock	46
	Section 5.10.	No Other Representations or Warranties	46

ARTICLE 6 COVENANTS			46

	Section 6.01.	Conduct of the Company	46
	Section 6.02.	Stockholder Meeting; Board Recommendation; Proxy Materials; Spin-Off	50
	Section 6.03.	No Solicitation	51
	Section 6.04.	Access to Information	54
	Section 6.05.	Notice of Certain Events	54
	Section 6.06.	Employee Benefits Matters	55
	Section 6.07.	401(k) Plans	56
	Section 6.08.	State Takeover Laws	56
	Section 6.09.	Obligations of Merger Subsidiary	56
	Section 6.10.	Voting of Shares	56
	Section 6.11.	Director and Officer Liability	56
	Section 6.12.	Reasonable Best Efforts	57
	Section 6.13.	Certain Filings	59
	Section 6.14.	Public Announcements	59
	Section 6.15.	Further Assurances	60
	Section 6.16.	Confidentiality	60
	Section 6.17.	Section 16 Matters	60
	Section 6.18.	Certain Consents	60
	Section 6.19.	Tax Matters	60


ARTICLE 7 CONDITIONS TO THE MERGER			61

	Section 7.01.	Conditions to the Obligations of Each Party	61
	Section 7.02.	Conditions to the Obligations of Parent and Merger Subsidiary	62
	Section 7.03.	Conditions to the Obligations of the Company	63

ARTICLE 8 TERMINATION			63

	Section 8.01.	Termination	63
	Section 8.02.	Effect of Termination	66

ARTICLE 9 MISCELLANEOUS			66

	Section 9.01.	Notices	66
	Section 9.02.	Survival of Representations and Warranties	67
	Section 9.03.	Amendments and Waivers	67
	Section 9.04.	Expenses	67
	Section 9.05.	Binding Effect; No Third Party Beneficiaries; No Assignment	69
	Section 9.06.	Governing Law	69
	Section 9.07.	Jurisdiction	69
	Section 9.08.	Waiver of Jury Trial	70
	Section 9.09.	Counterparts; Effectiveness	70
	Section 9.10.	Entire Agreement	70
	Section 9.11.	Severability	70
	Section 9.12.	Specific Performance	70
	Section 9.13.	Disclosure Schedules	71
	Section 9.14.	Rules of Construction	71

Exhibit A : Form of Voting Agreements

iii

INDEX OF SCHEDULES


1.01		Knowledge of the Company
4.04		Non-contravention
4.05(b)		Capitalization
4.06(a)		Subsidiaries
4.06(c)		Capitalization of Subsidiaries
4.12(a)		Proceedings
4.12(b)		Orders
4.12(c)		Claims
4.14(a)		Material Contracts
4.16(a)		Employee Benefit Plans
4.16(e)		Change in Control Payments; Acceleration of Vesting
4.18		Insurance
4.20(a)		Company Products
4.20(e)		Company Registered IP
4.20(h)		Third-Party Intellectual Property
4.20(i)		Third-Party Software
4.20(l)		Exclusive Rights to Intellectual Property
4.20(m)		Funding, Facilities or Personnel of any Governmental Entity
4.21(b)		Owned and Leased Real Property
6.01		Conduct of the Company
6.01(h)		Employee Agreements
6.06		Employee Benefits Matters
7.01(c)		Foreign Competition Laws

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “Agreement“) dated as of
November 10, 2011, among Bitstream Inc., a Delaware corporation (the
“Company“), Monotype Imaging Holdings Inc., a Delaware
corporation (“Parent“), and Birch Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent (“Merger
Subsidiary“).

WHEREAS, the Boards of Directors of each of the Company, Parent and Merger
Subsidiary have approved this Agreement and deem it advisable and in the best
interests of their respective stockholders to consummate the merger of Merger
Subsidiary with and into the Company (the “Merger“) and the
other transactions contemplated hereby, on the terms and conditions set forth
herein;

WHEREAS, it is a condition to the Merger that the Company, at or prior to the
Effective Time, distribute to its stockholders all of the shares of common stock
of Marlborough Software Development Holdings Inc. (the “Spin-Off
Subsidiary“), a Delaware corporation and a direct wholly-owned
subsidiary of the Company that exclusively owns, controls and operates the Bolt
Business and the Pageflex Business (the “Distribution” and
together with the related transactions, actions, agreements and undertakings in
connection therewith, in each case required pursuant to the Spin-Off Agreements,
the “Spin-Off“); and

WHEREAS, concurrently with the execution and delivery of this Agreement, and
as a condition and inducement to Parent153s and Merger Subsidiary153s willingness to
enter into this Agreement, certain stockholders of the Company are entering into
Voting Agreements in the form attached as Exhibit A hereto (the
“Voting Agreements“) pursuant to which those stockholders,
among other things, will agree to vote all voting securities in the Company
beneficially owned by them in favor of the approval and adoption of this
Agreement and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions.

(a) As used herein, the following terms have the following meanings:

“Acquisition Proposal” means any offer, proposal, inquiry or
indication of interest from any Third Party relating to any transaction or
series of related transactions involving (i) any acquisition or purchase by any
Third Party, directly or indirectly, of 20% or more of any class of outstanding
voting or equity securities of the Company or any of the Limited Company
Subsidiaries, or any tender offer (including a self-tender) or exchange offer
that, if consummated, would result in any Third Party beneficially owning 20% or
more of any class of outstanding voting or equity securities of the Company or
any of the Limited Company Subsidiaries, (ii) any

merger, amalgamation, consolidation, share exchange, business combination,
joint venture or other similar transaction involving the Company or any of the
Limited Company Subsidiaries, the business of which constitutes 20% or more of
the net revenues, net income or assets of the Company and of any of the Limited
Company Subsidiaries, taken as a whole, (iii) any sale, lease, exchange,
transfer, license (other than licenses in the ordinary course of business),
acquisition or disposition of 20% or more of the assets of the Company and the
Limited Company Subsidiaries (measured by the lesser of book or fair market
value thereof), taken as a whole, or (iv) any liquidation, dissolution,
recapitalization, extraordinary dividend or other significant corporate
reorganization of the Company or any of the Limited Company Subsidiaries, the
business of which constitutes 20% or more of the net revenues, net income or
assets of the Company and the Limited Company Subsidiaries, taken as a whole (in
each case, other than the Merger).

“Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with such Person. As used in this definition, the term “control”
(including the terms “controlling,” “controlled by” and “under common control
with”) means possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

“Aggregate Merger Consideration” shall mean the amount
calculated in accordance with the following formula: (i) $50,000,000 plus (ii)
the Net Asset Value plus (iii) the aggregate exercise price of all Company
Compensatory Awards outstanding (and not exercised) as of immediately prior to
the Effective Time. If the Net Asset Value is a negative amount, then the
foregoing calculation shall result in a reduction of the $50,000,000 amount.

“Antitrust Laws” means applicable federal, state, local or
foreign antitrust, competition, premerger notification or trade regulation laws,
regulations or Orders.

“Applicable Law” means, with respect to any Person, any
international, national, federal, state or local law (statutory, common or
otherwise), constitution, treaty, convention, ordinance, code, rule, regulation
or other similar requirement enacted, adopted, promulgated or applied by a
Governmental Authority that is binding upon or applicable to such Person, as
amended unless expressly specified otherwise.

“Bolt Business” means the mobile web browsing technologies
business of the Company and its Subsidiaries.

“Business Day” means a day, other than Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by Applicable Law to close.

“Closing Date” means the date of Closing.

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

“Company Balance Sheet” means the consolidated balance sheet
of the Company and its Subsidiaries as of December 31, 2010 and the footnotes
thereto set forth in the Company153s annual report on Form 10-K for the fiscal
year ended December 31, 2010.

“Company Balance Sheet Date” means December 31, 2010.

“Company Board” means the Board of Directors of the Company.
For purposes of this Agreement, unless otherwise specifically provided for
herein, any determination or action by the Company Board shall be a
determination or action approved by the greater of (i) a majority of the entire
number of directors or (ii) the number of directors required to approve such
action at a meeting duly called and held at which all members of the Company
Board were present and voting.

“Company IP” means any and all Intellectual Property that
has been used, is used or is held for use in the business of the Company or any
of its Subsidiaries as previously conducted, currently conducted or as currently
proposed to be conducted.

“Company Material Adverse Effect” means (i) a material
adverse effect on the business, financial condition or results of operations of
the Company and the Limited Company Subsidiaries, taken as a whole, or (ii) an
effect that would prevent, materially delay or materially impair the Company153s
ability to consummate the Merger, excluding in the case of clauses (i) and (ii)
above, any such material adverse effect resulting from or arising out of: (A)
general economic or political conditions (including acts of terrorism or war) or
conditions in the securities, credit or financial markets in general that do not
materially disproportionately affect the Company and the Limited Company
Subsidiaries, taken as a whole, as compared to other companies participating in
the industries in which the Company and the Limited Company Subsidiaries
operate, (B) general conditions in the industries in which the Company and the
Limited Company Subsidiaries operate that do not materially disproportionately
affect the Company and the Limited Company Subsidiaries, taken as a whole, as
compared to other companies participating in the industries in which the Company
and the Limited Company Subsidiaries operate, (C) any changes (after the date
hereof) in GAAP or Applicable Law, (D) any failure by the Company to meet
internal or published projections, forecasts or revenue or earnings predictions
for any period (provided that the underlying causes of such failure may be
considered in determining whether there is a Company Material Adverse Effect),
(E) any change in the market price or trading volume of the Company Common Stock
(provided that the underlying causes of such change in market price or trading
volume may be considered in determining whether there is a Company Material
Adverse Effect), (F) the effects of any public announcement of this Agreement or
the Spin-Off Agreements or the pendency of the transactions contemplated hereby
or thereby, including the loss of any customer, employee, partner or supplier as
a result of such public announcement or pendency, or (G) the taking of any
specific action at the written request or with the written consent of Parent or
as expressly required by this Agreement.

“Company Net Operating Losses” means the Company153s net
operating losses, the use of which is not subject to any limitations under
Sections 269, 382, 383, 384 or 1502 of the Code, or any similar provision of
state, local or foreign law, determined based on an interim closing of the books
as of the end of the day on the Closing Date; for this purpose, any income or
gain recognized by the Company or any of its Subsidiaries (whether or not
reflected on any Tax Return) in connection with the Spin-Off shall be included
in the short period ending at the end of the day on the Closing Date.

“Company Products” means each product (including any
software product) or service developed, manufactured, sold, licensed, leased or
delivered by the Company or any of its Subsidiaries.

“Company Registered IP” means all of the Registered IP owned
by, under obligation of assignment to, or filed in the name of, the Company or
any of its Subsidiaries.

“Company Restricted Stock Award” means each award with
respect to a share of restricted Company Common Stock outstanding under any
Company Stock Plan that is, at the time of determination, subject to forfeiture
or repurchase by the Company.

“Company Stock Option” means each option to purchase Company
Common Stock outstanding under any Company Stock Plan or otherwise.

“Company Stock Plan” means any stock option, stock incentive
or other equity compensation plan or agreement sponsored or maintained by the
Company or any Subsidiary or Affiliate of the Company.

“Contract” means any legally binding written or oral
contract, agreement, note, bond, indenture, mortgage, guarantee, option, lease
(or sublease), license, sales or purchase order, warranty, commitment, or other
instrument, obligation, arrangement or understanding of any kind.

“Controlled Group Liability” means any and all liabilities
(i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under
Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with
the continuation coverage requirements of Section 601 et seq. of ERISA and
Section 4980B of the Code, and (v) under corresponding or similar provisions of
foreign laws or regulations, other than such liabilities that arise solely out
of, or relate solely to, the Company Employee Plans.

“Delaware Law” means the General Corporation Law of the
State of Delaware.

“Distribution Date” means the date of the Distribution.

“Environmental Law” means any Applicable Law or any
agreement with any Governmental Authority or other Person, relating to human
health and safety, the environment or any Hazardous Substance.

“Environmental Permits” means, with respect to any Person,
all Governmental Authorizations relating to or required by Environmental Law and
affecting, or relating in any way to, the business of such Person or any of its
Subsidiaries.

“Equity Interest” means any share, capital stock,
partnership, member or similar interest in any entity, and any option, warrant,
right or security convertible, exchangeable or exercisable therefor.

“ERISA” means the Employee Retirement Income Security Act of
1974, as amended.

“ERISA Affiliate” of any entity means any other entity that,
together with such entity, would be treated as a single employer within the
meaning of Section 414(b), (c) or (m) of the Code or Section 4001(b)(1) of
ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

“Executive Officer” shall have the meaning set forth in Rule
3b-7 of the Exchange Act.

“Fully Diluted Company Shares” means, as of immediately
prior to the Effective Time, the sum of (i) all outstanding shares of Company
Common Stock plus (ii) all shares of Company Common Stock subject to outstanding
Company Compensatory Awards.

“GAAP” means generally accepted accounting principles in the
United States, as in effect on the date hereof.

“Governmental Authority” means (i) any government or any
state, department, local authority or other political subdivision thereof, or
(ii) any governmental or quasi-governmental body, agency, authority (including
any central bank, Taxing Authority or transgovernmental or supranational entity
or authority), minister or instrumentality (including any court or tribunal)
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

“Governmental Authorizations” means, with respect to any
Person, all licenses, permits, certificates, waivers, consents, franchises
(including similar authorizations or permits), exemptions, variances,
expirations and terminations of any waiting period requirements and other
authorizations and approvals issued to such Person by or obtained by such Person
from any Governmental Authority, or of which such Person has the benefit under
any Applicable Law.

“Hazardous Substance” means any pollutant, contaminant,
waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or
otherwise hazardous substance, waste or material, or any substance, waste or
material having any constituent elements displaying any of the foregoing
characteristics, including any substance, waste or material regulated under any
Environmental Law.

“Indebtedness” means, collectively, any (i) indebtedness for
borrowed money, (ii) indebtedness evidenced by any bond, debenture, note,
mortgage, indenture or other debt instrument or debt security, (iii) amounts
owing as deferred purchase price for the purchase of any property, or (iv)
guarantees with respect to any indebtedness or obligation of a type described in
clauses (i) through (iii) above of any other Person.

“Intellectual Property” means any or all of the following
and all rights in, arising out of, or associated therewith: (i) all United
States, international and foreign patents and applications therefor and all
reissues, divisions, divisionals, renewals, extensions, provisionals,
continuations and continuations-in-part thereof, and all patents, applications,
documents and filings claiming priority to or serving as a basis for priority
thereof; (ii) all inventions (whether or not patentable), invention disclosures,
improvements, trade secrets, proprietary information, know how, computer
software programs (in both source code and object code form), business methods,

technical data and customer lists, tangible or intangible proprietary
information, and all documentation relating to any of the foregoing; (iii) all
copyrights, copyrights registrations and applications therefor, and all other
rights corresponding thereto throughout the world; (iv) all industrial designs
and any registrations and applications therefor throughout the world; (v) all
trade names, logos, common law trademarks and service marks, trademark and
service mark registrations and applications therefor throughout the world; (vi)
all databases and all rights therein throughout the world; (vii) all moral and
economic rights of authors and inventors, however denominated, throughout the
world; (viii) all Web addresses, sites and domain names and internet protocol
addresses; and (ix) any similar or equivalent rights to any of the foregoing
anywhere in the world.

“International Plan” means any Company Employee Plan that is
entered into, maintained, administered or contributed to by the Company or any
of its Affiliates, and covers any employee or former employee of the Company or
any of its Subsidiaries who is or was employed by the Company or any of its
Subsidiaries outside the United States.

“IT Assets” means all hardware, software (in both object and
source code form), firmware, networks and connecting media and related
technology infrastructure used by the Company or any of its Subsidiaries in
support of their respective business operations and not offered for sale to
their customers.

“Knowledge of the Company” means knowledge, after reasonable
inquiry, of each of the individuals identified in Section 1.01 of the
Company Disclosure Schedule.

“Lease” means that certain Office Lease Agreement by and
between Normandy Nickerson Road, LLC and the Company, dated June 22, 2009.

“Lien” means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest, encumbrance, claim,
infringement, right of first refusal, preemptive right, community property right
or other adverse claim of any kind in respect of such property or asset. For
purposes of this Agreement, a Person shall be deemed to own subject to a Lien
any property or asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such property or asset.

“Limited Company Subsidiaries” means all Subsidiaries of the
Company other than the Spin-Off Subsidiary or any wholly-owned Subsidiary of the
Spin-Off Subsidiary.

“made available” shall mean that such information or
documentation was either (i) provided directly to Parent or Parent153s outside
counsel, or (ii) included in the Bitstream Inc. “Project Garamond” data site
powered by IntraLinks, Inc. to which Parent and Parent153s counsel were provided
access by the Company, in each case, on or before 11:59 pm (Eastern Time) on
November 9, 2011.

“Merger Consideration” shall mean the Aggregate Merger
Consideration divided by the Fully Diluted Company Shares.

“Nasdaq” means the Nasdaq Capital Market.

“Net Asset Value” means (i) the Company153s total current
assets (consisting of all such current assets required to be set forth on a
balance sheet prepared in accordance with GAAP but excluding current Tax assets)
plus (ii) the value of net property and equipment to the extent not included in
(i) above minus (iii) total liabilities (consisting of all such liabilities
required to be set forth on a balance sheet prepared in accordance with GAAP,
including accrued payroll and withholding Taxes, accrued employer portion of
payroll Taxes (including with respect to any payments to be made to employees or
consultants of the Company in connection with the Closing), and other Tax
liabilities). For purposes of the foregoing calculation, total liabilities shall
include, without limitation, all liabilities associated with (i) the treatment
of the Lease as contemplated by Section 6.18(a) hereof, (ii) the
termination of all Company employees who will not become employees of Parent,
the Surviving Corporation or the Subsidiaries of the Surviving Corporation after
the Effective Time, (iii) the Merger and all other transactions contemplated
hereby and (iv) the Spin-Off, including any Spin-Off Taxes determined at the
time the Company153s Merger Consideration Calculations are computed under
Section 2.03. Notwithstanding the foregoing, total liabilities shall
exclude all liabilities that are assumed exclusively by the Spin-Off Subsidiary
in connection with the Spin-Off with no residual liability to the Company but,
for the avoidance of doubt, not excluding the Spin-Off Taxes.

“Order” means, with respect to any Person, any order,
injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority or arbitrator that
is binding upon or applicable to such Person or its property.

“Other Company Representations” shall mean the
representations and warranties of the Company contained in Article 4,
other than the Specified Company Representations.

“Pageflex Business” means the personalized marketing
communications and variable publishing technology business of the Company and
its Subsidiaries.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permitted Liens” means (i) Liens disclosed on the Company
Balance Sheet, (ii) Liens for Taxes that are (A) not yet due and payable as of
the Closing Date or (B) being contested in good faith (and for which adequate
accruals or reserves have been established on the Company Balance Sheet), and
(iii) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and other Liens imposed by Law that, in the aggregate, do
not materially impair the value or the present or intended use and operation of
the assets to which they relate.

“Person” means an individual, corporation, partnership,
limited liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

“Proceeding” means any suit, claim, action, litigation,
arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), hearing, audit, examination or
investigation commenced, brought, conducted or heard by or before, or otherwise
involving, any court or other Governmental Authority or any arbitrator or
arbitration panel.

“Registered IP” means all United States, international and
foreign: (i) patents and patent applications (including provisional applications
and design patents and applications) and all reissues, divisions, divisionals,
renewals, extensions, counterparts, continuations and continuations-in-part
thereof, and all patents, applications, documents and filings claiming priority
thereto or serving as a basis for priority thereof; (ii) registered trademarks,
service marks, applications to register trademarks, applications to register
service marks, intent-to-use applications, or other registrations or
applications related to trademarks; (iii) registered copyrights and applications
for copyright registration; (iv) domain name registrations and Internet number
assignments; and (v) any other Company IP that is the subject of an application,
certificate, filing, registration or other document issued, filed with, or
recorded by any Governmental Authority.

“Representatives” means, with respect to any Person, the
directors, officers, employees, financial advisors, attorneys, accountants,
consultants, agents and other authorized representatives of such Person, acting
in such capacity.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002,
and the rules and regulations promulgated thereunder.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.

“Short 2012 Taxable Year” means the short taxable year of
the Company commencing on January 1, 2012 and ending at the end of the Closing
Date.

“Specified Company Representations” shall mean the
representations and warranties of the Company contained in (i) the first three
sentences of Section 4.01, and (ii) Sections 4.02,
4.04(i), 4.05, 4.25, 4.26 and 4.27.

“Spin-Off Agreements” means (i) the Distribution Agreement,
the Contribution Agreement, the Intellectual Property Assignment and License
Agreements, and the Tax Indemnity Agreement, each between the Company and the
Spin-Off Subsidiary and dated as of the date hereof, (ii) the Transition
Services Agreement, and (iii) the other agreements relating to the Spin-Off, in
each case, in the form as provided by the Company to Parent prior to the date
hereof.

“Spin-Off Taxes” means any and all Tax liability of the
Company arising out of or relating to the Spin-Off determined by taking into
account Company Net Operating Losses, business credit carryforwards, foreign tax
credits, and deductions for success based fees relating to this Agreement
pursuant to Revenue Procedure 2011-79, 2011-18 I.R.B. 746, in each case, to the
extent allowable under Applicable Law, and by computing the Tax liability of the
Company for the Short 2012 Taxable Year with and without the occurrence of the
Spin-Off.

“Subsidiary” means, with respect to any Person, any entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or

other persons performing similar functions are at any time directly or
indirectly owned by such Person.

“Superior Proposal” means any bona fide, unsolicited,
written Acquisition Proposal which did not result from or arise out of a breach
of Section 6.03 of this Agreement, made by a Third Party, which, if
consummated, would result in such Third Party (or in the case of a direct merger
between such Third Party or any Subsidiary of such Third Party and the Company,
the stockholders of such Third Party) owning, directly or indirectly, all of the
outstanding shares of Company Common Stock, or all or substantially all of the
consolidated assets of the Company and its Subsidiaries, and which Acquisition
Proposal the Company Board determines in good faith, after considering the
advice of its outside legal counsel and a financial advisor of nationally
recognized reputation, and after taking into account such factors as the Company
Board considers to be appropriate in the exercise of its fiduciary duties (which
factors shall include any termination or break-up fees, expense reimbursement
provisions and conditions to consummation), and any financial, legal,
regulatory, and other aspects of such Acquisition Proposal (including how the
Acquisition Proposal values the entire Company, inclusive of the Pageflex
Business and the Bolt Business, and the financing terms and the ability of such
Third Party to finance such Acquisition Proposal), (i) is more favorable to the
Company153s stockholders (other than Parent and its Affiliates) from a financial
point of view than as provided hereunder (including any changes to the terms of
this Agreement proposed by Parent in response to such Superior Proposal pursuant
to and in accordance with Section 6.03 or otherwise), (ii) (x) is not
subject to any financing condition or (y) if financing is required, such
financing is then fully committed to the Third Party, (iii) is reasonably
capable of being completed on the terms proposed without unreasonable delay and
(iv) includes termination rights of the Third Party on terms no less favorable
to the Company than the terms set forth in this Agreement, all from a Third
Party capable of performing such terms.

“Third Party” means any Person or “group” (as defined under
Section 13(d) of the Exchange Act) of Persons, other than Parent or any of its
Affiliates or Representatives.

“Third Party Software” means any software (including object
code, binary code, source code, libraries, routines, subroutines or other code,
and including commercial, open-source and freeware software) and any
documentation or other material related to such software, and any derivative of
any of the foregoing, that is (i) not solely owned by the Company and (ii)
incorporated in, distributed with, or required, necessary or depended upon for
the development, use or commercialization of, any Company Product. Third Party
Software includes (A) software that is provided to Company153s end-users in any
manner, whether for free or for a fee, whether distributed or hosted, and
whether embedded or incorporated in or bundled with any Company Product or on a
standalone basis, (B) software that is used for development, maintenance and/or
support of any Company Product, including development tools such as compilers,
converters, debuggers or parsers, tracking and database tools such as project
management software, source code control and bug tracking software, and software
used for internal testing purposes, (C) software that is used to generate code
or other software that is described in clauses (A) or (B), and (D) software that
is used for the Company153s internal business purposes, including accounting
software, human resources software, customer relationship management software
and similar software.

“Transition Services Agreement” means that certain
Transition Services Agreement, dated as of the date hereof, by and between
Parent and the Spin-Off Subsidiary.

“Treasury Regulations” means the regulations promulgated
under the Code by the United States Department of Treasury.

(b) Each of the following terms is defined in the Section set forth opposite
such term:


Term		Section
Acquisition Agreement		6.03(a)
Adverse Recommendation Change		6.03(d)
Agreement		Preamble
Antitrust Counsel Only Material		6.12(d)
Board Recommendation		6.02(b)
Certificate of Merger		2.02(a)
Certificates		2.04(a)
Closing		2.01
Company		Preamble
Company Common Stock		4.05(a)
Company Compensatory Award		2.06(b)
Company Disclosure Schedule		Article 4
Company Employee Plan		4.16(a)
Company153s Merger Consideration Calculations		2.03(e)
Company Parties		9.04(g)
Company Preferred Stock		4.05(a)
Company Return		4.15(m)
Company SEC Documents		4.07(a)
Company Securities		4.05(c)
Company Subsidiary Securities		4.06(c)
Company 401(k) Plan		6.07
Company153s Tax Calculations		6.19(a)
Compensatory Award Amount		2.06(b)
Confidentiality Agreement		6.16
Dissenting Shares		2.05
Distribution		Preamble
Effective Time		2.02(b)
Employee Plan		4.16(a)
End Date		8.01(b)(i)
Exchange Agent		2.04(a)
Filed Company SEC Documents		Article 4
Firm		2.03(f)
Foreign Competition Laws		4.03
Form S-1		4.09
Governmental Antitrust Authority		6.12(b)
Indemnified Parties		6.11(b)
Insurance Policies		4.18
Lease Agreement		4.21(b)


Term		Section
Lease Consent		6.18(a)
Leased Real Property		4.21(b)
Major Customers		4.14(a)(i)
Major Suppliers		4.14(a)(iii)
Material Contract		4.14(b)
Merger		Preamble
Merger Subsidiary		Preamble
Necessary IP		4.20(b)
Notice Period		6.03(d)
Owned Real Property		4.21(b)
Parent		Preamble
Parent Expenses		9.04(f)
Parent153s Objection		2.03(e)
Parent153s Tax Objection		6.19(a)
Payment Fund		2.04(a)
Per Share Spin-Off Subsidiary Common Stock		2.06(a)
Proxy Statement		4.09
Spin-Off		Preamble
Spin-Off Failure Termination Fee		9.04(d)
Spin-Off Option		2.06(a)
Spin-Off Subsidiary		Preamble
Stockholder Approval		4.02(a)
Stockholder Meeting		6.02(a)
Surviving Corporation		2.02(c)
Surviving Corporation Employees		6.06
Tax		4.15(n)
Tax Asset		4.15(p)
Tax Return		4.15(q)
Taxing Authority		4.15(o)
Termination Fee		9.04(b)
Uncertificated Shares		2.04(a)
Voting Agreements		Preamble
WARN Act		4.17(b)

Section 1.02. Other Definitional and Interpretative Provisions. The
words “hereof,” “herein” and “hereunder” and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof. References to Articles, Sections, Exhibits and Schedules are to
Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise
specified. All Exhibits and Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise
defined therein shall have the meaning as defined in this Agreement. Any
singular term in this Agreement shall be deemed to include the plural, and any
plural term the singular. Whenever the words “include,” “includes” or
“including” are used in this Agreement,

they shall be deemed to be followed by the words “without limitation,”
whether or not they are in fact followed by those words or words of like import.
“Writing,” “written” and comparable terms refer to printing, typing and other
means of reproducing words (including electronic media) in a visible form.
References to any agreement or contract are to that agreement or contract as
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof; provided that with respect to any agreement or contract
listed on any schedules hereto, all such amendments, modifications or
supplements must also be listed in the appropriate schedule. References to any
Person include the successors and permitted assigns of that Person. References
to any statute are to that statute, as amended from time to time, and to the
rules and regulations promulgated thereunder. References to “$” and “dollars”
are to the currency of the United States. References from or through any date
shall mean, unless otherwise specified, from and including or through and
including, respectively.

ARTICLE 2

THE MERGER

Section 2.01. The Closing. Upon the terms and subject to the
conditions set forth herein, the closing of the Merger (the
“Closing“) will take place at 10:00 a.m., Boston time, as soon
as practicable (and, in any event, within three (3) Business Days) after
satisfaction or, to the extent permitted hereunder, waiver of all conditions to
the Merger set forth in Article 7 (other than those conditions that by
their nature are to be satisfied at the Closing, but subject to the satisfaction
or waiver (to the extent permitted hereunder) of such conditions), unless this
Agreement has been terminated pursuant to its terms or unless another time or
date is agreed to in writing by the parties hereto; provided that in no event
shall the Closing occur before January 5, 2012. The Closing shall be held at the
offices of Goodwin Procter LLP, Exchange Place, Boston, MA 02109, unless another
place is agreed to in writing by the parties hereto.

Section 2.02. The Merger.

(a) Upon the terms and subject to the conditions set forth herein, at the
Closing, the Company shall file with the Delaware Secretary of State a
certificate of merger (the “Certificate of Merger“) in
connection with the Merger in such form as is required by, and executed and
acknowledged in accordance with, Delaware Law.

(b) The Merger shall become effective on such date and at such time (the
“Effective Time“) as the Certificate of Merger has been duly
filed with the Delaware Secretary of State (or at such later time as may be
agreed by the parties that is specified in the Certificate of Merger).

(c) At the Effective Time, Merger Subsidiary shall be merged with and into
the Company in accordance with Delaware Law, whereupon the separate existence of
Merger Subsidiary shall cease, and the Company shall be the surviving
corporation (the “Surviving Corporation“). From and after the
Effective Time, the Surviving Corporation shall possess all the rights, powers,
privileges and franchises and be subject to all of the obligations, liabilities,
restrictions and disabilities of the Company and Merger Subsidiary, all as
provided under Delaware Law.

Section 2.03. Conversion of Shares; Calculation of Merger
Consideration. At the Effective Time, by virtue of the Merger and without
any action on the part of the holders thereof:

(a) except as otherwise provided in Section 2.03(b), Section
2.03(c), Section 2.05 or Section 2.06(a), each share of
Company Common Stock outstanding immediately prior to the Effective Time shall
be converted into the right to receive the Merger Consideration in cash, without
interest;

(b) each share of Company Common Stock held by the Company as treasury stock
or owned by Parent or Merger Subsidiary immediately prior to the Effective Time
shall be canceled, and no payment shall be made with respect thereto;

(c) each share of Company Common Stock held by any Subsidiary of either the
Company or Parent (other than Merger Subsidiary) immediately prior to the
Effective Time shall be converted into such number of shares of common stock,
par value $0.01 per share, of the Surviving Corporation such that each such
Subsidiary owns the same percentage of the Surviving Corporation immediately
following the Effective Time as such Subsidiary owned in the Company immediately
prior to the Effective Time; and

(d) each share of common stock of Merger Subsidiary outstanding immediately
prior to the Effective Time shall be converted into and become one share of
common stock, par value $0.01 per share, of the Surviving Corporation with the
same rights, powers and privileges as the shares so converted and, together with
the shares described in Section 2.03(c), shall constitute the only
outstanding shares of capital stock of the Surviving Corporation.

(e) At least twenty (20) Business Days prior to the Closing Date, the Company
shall prepare in good faith and deliver to Parent the Company153s calculation of
the Merger Consideration as of the last day of the immediately preceding month
(the “Company153s Merger Consideration Calculations“). The
Company shall permit Parent and its Representatives at all reasonable times and
upon reasonable notice to review the Company153s working papers relating to the
Company153s Merger Consideration Calculation as well as all of the Company153s
accounting books and records relating to such calculation, and the Company shall
make reasonably available its Representatives responsible for the preparation of
the Company153s Merger Consideration Calculations in order to respond to the
reasonable inquiries of Parent. Within ten (10) Business Days after Parent153s
receipt of the Company153s Merger Consideration Calculations, Parent may object,
in good faith, to the Company153s Merger Consideration Calculations by giving
written notice to the Company setting forth the basis for Parent153s dispute
regarding some or all of the calculations set forth in the Company153s Merger
Consideration Calculations (the “Parent153s Objection“). If
Parent does not object to all or any portion of the Company153s Merger
Consideration Calculations within such 10-Business Day period, then Parent shall
be deemed to have conclusively agreed with and shall be bound by the Company153s
Merger Consideration Calculations.

(f) If Parent sends the Parent153s Objection on a timely basis, then Parent and
the Company shall confer in good faith in an attempt to resolve the differences.
If, after five (5) Business Days, Parent and the Company cannot agree, then the
parties shall attempt to agree upon a mutually satisfactory nationally
recognized audit firm (the “Firm“) for the determination

described below; provided, however, that if the parties cannot agree
on a mutually satisfactory nationally recognized auditing firm, then each of
Parent and the Company shall select a nationally recognized auditing firm and
the two firms so selected shall select the Firm.

(g) The Firm shall review the Company153s Merger Consideration Calculations and
the Parent153s Objection (as well as any other information requested by the Firm)
and make a final written determination of the Merger Consideration, which
determination shall be conclusive and binding on Parent and the Company.
Notwithstanding the foregoing, in no event shall the Firm determine that the
Merger Consideration is less than the amount set forth in the Parent153s Objection
or greater than the Merger Consideration set forth in the Company153s Merger
Consideration Calculations. The determination of the Merger Consideration by the
Firm shall be made as promptly as possible but not later than ten (10) Business
Days after the Firm153s engagement (unless otherwise agreed to in writing by the
Firm, Parent and the Company). The Firm shall act as an expert and not an
arbiter. The fees and expenses of the Firm will be equitably allocated by the
Firm based on the relative accuracy of the parties153 positions relative to the
final determination of the Merger Consideration by the Firm.

Section 2.04. Surrender and Payment.

(a) Prior to the Effective Time, Parent shall appoint (and pay the fees and
expenses of) a bank or trust company reasonably acceptable to the Company (the
“Exchange Agent“) for the purpose of exchanging for the Merger
Consideration (i) certificates representing shares of Company Common Stock (the
“Certificates“), and (ii) uncertificated shares of Company
Common Stock (the “Uncertificated Shares“). At or prior to the
Effective Time, Parent shall deposit or cause to be deposited with the Exchange
Agent cash sufficient to pay the aggregate Merger Consideration to be paid in
respect of the Certificates and the Uncertificated Shares (the “Payment
Fund“). Promptly after the Effective Time, Parent shall cause the
Exchange Agent to send to each record holder of shares of Company Common Stock
at the Effective Time a letter of transmittal and instructions (which shall
specify that the delivery shall be effected, and risk of loss and title shall
pass, only upon proper delivery of the Certificates or transfer of the
Uncertificated Shares to the Exchange Agent) for use in effecting the surrender
of such holder153s Certificates or Uncertificated Shares in exchange for the
Merger Consideration to be received by such holder pursuant to this Agreement.
The Payment Fund, once deposited with the Exchange Agent, shall, pending its
disbursement to such holders, be held in trust for the benefit of such holders
and shall not be used for any other purposes; provided, however, that
Parent may direct the Exchange Agent to invest such cash for the benefit of
Parent in (i) short-term direct obligations of the United States of America,
(ii) short-term obligations for which the full faith and credit of the United
States of America is pledged to provide for the payment of principal and
interest, or (iii) money market funds investing solely in a combination of the
foregoing.

(b) Each holder of shares of Company Common Stock that have been converted
into the right to receive the Merger Consideration shall be entitled to receive
the Merger Consideration in respect of the Company Common Stock represented by a
Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of
a Certificate, together with a duly completed and validly executed letter of
transmittal and such other documents as may reasonably be requested by the
Exchange Agent, or (ii) receipt of an “agent153s message” by the Exchange Agent
(or such other evidence, if any, of transfer as the Exchange Agent may
reasonably request) in the case of

a book-entry transfer of Uncertificated Shares. Until so surrendered or
transferred, as the case may be, each such Certificate or Uncertificated Share
shall represent after the Effective Time for all purposes only the right to
receive such Merger Consideration. No interest shall be paid or accrued on the
cash payable upon the surrender or transfer of such Certificate or
Uncertificated Share.

(c) If any portion of the Merger Consideration is to be paid to a Person
other than the Person in whose name the surrendered Certificate or the
transferred Uncertificated Share is registered, it shall be a condition to such
payment that (i) either such Certificate shall be properly endorsed or shall
otherwise be in proper form for transfer or such Uncertificated Share shall be
properly transferred and (ii) the Person requesting such payment shall pay to
the Exchange Agent any transfer or other Tax required as a result of such
payment to a Person other than the registered holder of such Certificate or
Uncertificated Share or establish to the satisfaction of the Exchange Agent that
such Tax has been paid or is not payable.

(d) All Merger Consideration paid upon the surrender of Certificates or
transfer of Uncertificated Shares in accordance with the terms hereof shall be
deemed to have been paid in full satisfaction of all rights pertaining to the
shares of Company Common Stock formerly represented by such Certificate or
Uncertificated Shares and from and after the Effective Time, there shall be no
further registration of transfers of shares of Company Common Stock on the stock
transfer books of the Surviving Corporation. If, after the Effective Time,
Certificates or Uncertificated Shares are presented to the Surviving
Corporation, they shall be canceled and exchanged for the Merger Consideration
provided for, and in accordance with the procedures set forth, in this
Article 2.

(e) Any portion of the Payment Fund that remains unclaimed by the holders of
shares of Company Common Stock six (6) months after the Effective Time shall be
returned to Parent, upon demand, and any such holder who has not exchanged
shares of Company Common Stock for the Merger Consideration in accordance with
this Section 2.04 prior to that time shall thereafter look only to Parent
for payment of the Merger Consideration. Notwithstanding the foregoing, Parent
shall not be liable to any holder of shares of Company Common Stock for any
amounts paid to a public official pursuant to applicable abandoned property,
escheat or similar laws. Any amounts remaining unclaimed by holders of shares of
Company Common Stock two (2) years after the Effective Time (or such earlier
date, immediately prior to such time when the amounts would otherwise escheat to
or become property of any Governmental Authority) shall become, to the extent
permitted by Applicable Law, the property of Parent free and clear of any claims
or interest of any Person previously entitled thereto.

(f) Any portion of the Merger Consideration made available to the Exchange
Agent pursuant to Section 2.05 in respect of any Dissenting Shares shall
be returned to Parent, upon demand.

Section 2.05. Dissenting Shares. Notwithstanding Section
2.03, shares of Company Common Stock issued and outstanding immediately
prior to the Effective Time (other than shares of Company Common Stock canceled
in accordance with Section 2.03(b)) and held by a holder who has not
voted in favor of adoption of this Agreement or consented thereto in writing and
who has properly exercised appraisal rights of such shares in accordance with
Section 262 of

Delaware Law (such shares being referred to collectively as the
“Dissenting Shares” until such time as such holder fails to
perfect, withdraws or otherwise loses such holder153s appraisal rights under
Delaware Law with respect to such shares) shall not be converted into a right to
receive the Merger Consideration but instead shall be entitled to payment of the
appraised value of such shares in accordance with Section 262 of Delaware Law;
provided that if, after the Effective Time, such holder fails to perfect,
withdraws or loses such holder153s right to appraisal, pursuant to Section 262 of
Delaware Law or if a court of competent jurisdiction shall determine that such
holder is not entitled to the relief provided by Section 262 of Delaware Law,
such shares of Company Common Stock shall be treated as if they had been
converted as of the Effective Time into the right to receive the Merger
Consideration in accordance with Section 2.03(a), without interest
thereon, upon surrender of such Certificate formerly representing such share or
transfer of such Uncertificated Share, as the case may be. The Company shall
provide Parent prompt written notice of any demands received by the Company for
appraisal of shares of Company Common Stock, any withdrawal of any such demand
and any other demand, notice or instrument delivered to the Company prior to the
Effective Time pursuant to Delaware Law that relate to such demand, and Parent
shall have the opportunity and right to participate in all negotiations and
proceedings with respect to such demands. Except with the prior written consent
of Parent, the Company shall not make any payment with respect to, or offer to
settle or settle, any such demands.

Section 2.06. Company Stock Options and Restricted Stock Awards.

(a) In connection with the Spin-Off, but in any event prior to the Effective
Time, the Company shall cause the Spin-Off Subsidiary to issue to each holder of
an unexercised Company Stock Option (whether or not vested) an option to
purchase shares of common stock of the Spin-Off Subsidiary (a “Spin-Off
Option“) for each unexercised Company Stock Option held by such holder
as of such date. The number of shares of common stock of the Spin-Off Subsidiary
underlying a Spin-Off Option shall be identical to the number of shares of
Company Common Stock underlying each such unexercised Company Stock Option. The
exercise price of a Spin-Off Option shall be determined by multiplying the
exercise price of each such unexercised Company Stock Option by a fraction, the
numerator of which is the appraised value of the Spin-Off Subsidiary divided by
the Fully Diluted Company Shares (the “Per Share Spin-Off Subsidiary
Common Stock“) and the denominator of which shall be the sum of the
Merger Consideration and the Per Share Spin-Off Subsidiary Common Stock.
Simultaneously with the issuance of the Spin-Off Options, the Company shall
adjust the exercise price of (but not the number of shares of Company Common
Stock underlying) each unexercised Company Stock Option by multiplying the
exercise price of such Company Stock Option immediately prior to such adjustment
by a fraction, the numerator of which is the Merger Consideration, and the
denominator of which is the sum of the Merger Consideration and the Per Share
Spin-Off Subsidiary Common Stock. The exercise price of each unexercised Company
Stock Option, as so adjusted, shall thereafter be the exercise price of each
unexercised Company Stock Option for all purposes of this Agreement. For the
avoidance of doubt, the Spin-Off Options shall not be considered Company
Compensatory Awards, and no person shall receive or be eligible to receive the
Compensatory Award Amount (or any portion thereof) in respect of any Spin-Off
Option or any other equity-based award denominated in shares of common stock of
the Spin-Off Subsidiary.

(b) At the Effective Time by virtue of the Merger and without any action on
the part of the holders thereof, each Company Stock Option, Company Restricted
Stock Award, and other equity-based award denominated in shares of Company
Common Stock (each such award, a “Company Compensatory Award“)
that is outstanding immediately prior to the Effective Time, whether or not then
vested or exercisable, shall immediately prior to the Effective Time (after
giving effect to the adjustments to such Company Compensatory Awards described
in Section 2.06(a)) become fully vested in accordance with their terms,
be cancelled and extinguished and shall automatically be converted into the
right to receive an amount in cash equal to the product obtained by multiplying
(x) the aggregate number of shares of Company Common Stock that were issuable
upon exercise or settlement of such Company Compensatory Award immediately prior
to the Effective Time (after giving effect to any accelerated vesting provisions
therein or in the applicable Company Stock Plan) and (y) the Merger
Consideration, less any per share exercise price of such Company Compensatory
Award, as adjusted pursuant to Section 2.06(a) (the
“Compensatory Award Amount“). At the Effective Time, Parent
shall pay the aggregate Compensatory Award Amount payable by the Surviving
Corporation with respect to all Company Compensatory Awards to the account or
accounts designated by the Company by wire transfer of immediately available
United States funds. Promptly after the Effective Time (but in no event later
than the fifth Business Day thereafter), the Surviving Corporation shall pay the
holders of Company Compensatory Awards the cash payments specified in this
Section 2.06(b). No interest shall be paid or accrue on such cash
payments. To the extent the Surviving Corporation or Parent is required to
deduct and withhold from the consideration otherwise payable pursuant to this
Agreement to any holder of Company Compensatory Awards with respect to the
making of such payment under the Code, or any provision of any other tax Law,
the amounts so withheld and paid over to the appropriate taxing authority by the
Surviving Corporation or Parent shall be treated for all purposes of this
Agreement as having been paid to the holder of Company Compensatory Awards in
respect of which such deduction and withholding was made by the Surviving
Corporation or Parent. The Surviving Corporation and/or the Spin-Off Subsidiary
shall use commercially reasonable best efforts to require each holder of a
Company Compensatory Award, as a condition to the receipt of the Compensatory
Award Amount and, if applicable, the Spin-Off Option, to acknowledge that
receipt of the Compensatory Award Amount and, if applicable, the Spin-Off Option
received in accordance with Section 2.06(a), is in full satisfaction of
such holder153s rights with respect to such Company Compensatory Award.

(c) Subject to Parent153s compliance with the provisions of this Section
2.06, the parties agree that, following the Effective Time, no holder of a
Company Compensatory Award or any participant in any Company Stock Plan, or
other Company Employee Plan or employee benefit arrangement of the Company or
under any employment agreement shall have any right hereunder to acquire any
Equity Interest (including any “phantom” stock or stock appreciation rights) in
the Company, any of its Subsidiaries or the Surviving Corporation.

(d) As soon as reasonably practicable following the date of this Agreement
and in any event prior to the Effective Time, the Company Board (or, if
appropriate, any committee of the Company Board administering the Company Stock
Plans) shall adopt such resolutions and take such other actions that are
necessary to effect the issuance of the Spin-Off Options, adjust the exercise
prices of the Company Stock Options, and to cancel, extinguish and convert the
Company Compensatory Awards pursuant to this Section 2.06.

Section 2.07. Adjustments. If, during the period between the date of
this Agreement and the Effective Time, any change in the outstanding shares of
capital stock of the Company shall occur, including by reason of any
reclassification, recapitalization, stock split (including reverse stock split)
or combination, exchange or readjustment of shares, or any stock dividend (other
than pursuant to the Spin-Off), the Merger Consideration and any other amounts
payable pursuant to this Agreement shall be appropriately adjusted.

Section 2.08. Withholding Rights. Each of Parent, Merger Subsidiary,
the Surviving Corporation and the Exchange Agent shall be entitled to deduct and
withhold from the consideration otherwise payable to any Person pursuant to this
Agreement, including pursuant to Section 2.04(a) and Section
2.06, such amounts as it is required to deduct and withhold with respect to
the making of such payment under any provision of any applicable Tax law. To the
extent that amounts are so deducted and withheld by Parent, Merger Subsidiary,
the Surviving Corporation or the Exchange Agent, as the case may be, such
amounts shall be treated for all purposes of this Agreement as having been paid
to the Person in respect of which Parent, Merger Subsidiary, the Surviving
Corporation or the Exchange Agent, as the case may be, made such deduction and
withholding.

Section 2.09. Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
Person claiming such Certificate to be lost, stolen or destroyed and, if
required by Parent, the posting by such Person of a bond, in such reasonable
amount as Parent may direct, as indemnity against any claim that may be made
against it with respect to such Certificate, the Exchange Agent will issue, in
exchange for such lost, stolen or destroyed Certificate, the Merger
Consideration to be paid in respect of the shares of Company Common Stock
formerly represented by such Certificate, as contemplated under this Article
2.

ARTICLE 3

THE SURVIVING CORPORATION

Section 3.01. Certificate of Incorporation. The certificate of
incorporation of the Company shall be amended at the Effective Time to read in
its entirety as the certificate of incorporation of Merger Subsidiary in effect
immediately prior to the Effective Time and, as so amended, shall be the
certificate of incorporation of the Surviving Corporation until amended in
accordance with Applicable Law.

Section 3.02. Bylaws. The bylaws of the Company shall be amended at
the Effective Time to read in their entirety as the bylaws of Merger Subsidiary
in effect immediately prior to the Effective Time and, as so amended, shall be
the bylaws of the Surviving Corporation until amended in accordance with
Applicable Law.

Section 3.03. Directors and Officers. From and after the Effective
Time, until successors are duly elected or appointed and qualified in accordance
with Applicable Law, (i) the directors of Merger Subsidiary immediately prior to
the Effective Time shall be the directors of the Surviving Corporation and (ii)
the officers of the Merger Subsidiary immediately prior to the Effective Time
shall be the officers of the Surviving Corporation.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as set forth in the Disclosure Schedule delivered by the Company
to Parent and Merger Subsidiary prior to or simultaneously with the execution of
this Agreement (the “Company Disclosure Schedule“), which
identifies the items of disclosure by reference to a particular Section or
subsection of this Agreement and (ii) as set forth in publicly available Company
SEC Documents filed with the SEC prior to the date of this Agreement (other than
any disclosure in such Company SEC Documents (A) that is set forth under the
captions “Risk Factors,” “Forward-Looking Statements” or “Quantitative and
Qualitative Disclosures about Market Risk”, (B) that is otherwise predictive,
cautionary or forward-looking in nature or (C) any exhibits or other documents
appended or attached thereto) (the “Filed Company SEC
Documents“) (it being understood that any matter disclosed in such
Filed Company SEC Documents shall be deemed to be disclosed with respect to any
section of this Article 4 to which the matter relates only if the nature
and content of the applicable disclosure in such Filed Company SEC Documents is
such that its relevance to a representation or warranty contained in this
Article 4 is reasonably apparent on the face of such disclosure), the
Company hereby represents and warrants to Parent and Merger Subsidiary as
follows:

Section 4.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all corporate powers required to carry on
its business as now conducted. The Company is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified has not had or would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect. The Company
has heretofore made available to Parent complete and correct copies of the
certificate of incorporation and bylaws of the Company as currently in effect.
The Company has heretofore made available to Parent complete and correct copies
of the minutes (or, in the case of draft minutes, the most recent drafts
thereof) of all meetings of the stockholders of the Company, the Company Board
and each committee of the Company Board and the Boards of Directors (and each
committee thereof) of each of the Company153s Subsidiaries held since January 1,
2009; provided that, with respect to meetings for which draft or final minutes
are not yet available, the Company has provided to Parent a materially complete
and correct summary thereof; provided, further, however, that
the Company shall not be obligated to make available the portion of any minutes
of meetings related to (i) other bidders in connection with any potential sale
of the Company or any of its material assets or otherwise related to
deliberations by the Company Board with respect to the consideration of
strategic alternatives or (ii) the Pageflex Business or the Bolt Business.

Section 4.02. Corporate Authorization.

(a) The Company has all requisite corporate power and authority to enter into
this Agreement and, subject to the Stockholder Approval, to consummate the
Merger and the other transactions contemplated hereby. The execution, delivery
and performance by the Company of this Agreement and the consummation by the
Company of the Merger and the other transactions contemplated hereby, except for
obtaining the Stockholder Approval, have been duly authorized by all necessary
corporate action on the part of the Company. The affirmative vote of the

holders of a majority of the outstanding shares of Company Common Stock
voting to approve and adopt this Agreement and the Merger (the
“Stockholder Approval“) is the only vote of the holders of any
of the Company153s capital stock necessary in connection with the consummation of
the Merger and the other transactions contemplated by this Agreement. This
Agreement constitutes a valid and binding agreement of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, moratorium and other similar
Applicable Law affecting creditors153 rights generally and by general principles
of equity.

(b) At a meeting duly called and held, prior to the execution of this
Agreement, at which all directors of the Company were present and voting in
favor, the Company Board duly adopted resolutions (i) declaring that this
Agreement, the Merger and the other transactions contemplated hereby are fair
to, advisable and in the best interests of the Company153s stockholders, (ii)
approving this Agreement, the Merger and the other transactions contemplated
hereby, (iii) taking all actions necessary so that the restrictions on business
combinations and stockholder vote requirements contained in Section 203 of the
Delaware Law will not apply with respect to or as a result of the Merger, this
Agreement, the Voting Agreements and the transactions contemplated hereby and
thereby, (iv) directing that the adoption of this Agreement, the Merger and the
other transactions contemplated hereby be submitted to a vote of the
stockholders of the Company at the Stockholder Meeting, and (v) making the Board
Recommendation.

(c) The Company has all requisite corporate power and authority to perform
its obligations under the Spin-Off Agreements and to consummate the Spin-Off and
the other transactions contemplated thereby. Prior to the execution of the
Spin-Off Agreements and the consummation by the Company of the Spin-Off and the
other transactions contemplated thereby, the Spin-Off will have been duly and
validly authorized by all necessary corporate action. True and complete copies
of the form of each of the Spin-Off Agreements have been provided to Parent
prior to the date of this Agreement.

Section 4.03. Governmental Authorization. The execution, delivery
and performance by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby require no action by or in
respect of, or filing with, any Governmental Authority, other than (i) the
filing of the Certificate of Merger with the Delaware Secretary of State and
appropriate documents with the relevant authorities of other states in which the
Company is qualified to do business, (ii) compliance with any applicable
requirements of any Applicable Law regulating antitrust or merger control
matters existing in foreign jurisdictions (the “Foreign Competition
Laws“) or otherwise, (iii) compliance with any applicable requirements
of the Securities Act, the Exchange Act, any other applicable U.S. state or
federal or foreign securities laws, or Nasdaq, and (iv) any actions or filings
the absence of which has not had or would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.

Section 4.04. Non-contravention. The execution, delivery and
performance by the Company of this Agreement and the Spin-Off Agreements and the
consummation by the Company of the Merger, the Spin-Off and the other
transactions contemplated hereby and thereby do not and will not (with or
without notice or lapse of time, or both): (i) contravene,

conflict with, or result in any violation or breach of any provision of the
certificate of incorporation or bylaws of the Company, (ii) assuming compliance
with the matters referred to in Section 4.03 and that the Stockholder
Approval is obtained, contravene, conflict with or result in a violation or
breach of any provision of any Applicable Law or Order, (iii) require any
consent or approval under, violate, conflict with, result in any breach of or
any loss of any benefit under, or constitute a change of control or default
under, or result in termination or give to others any right of termination,
vesting, amendment, acceleration or cancellation of any Material Contract to
which the Company or any of the Limited Company Subsidiaries is a party, or by
which they or any of their respective properties or assets may be bound or
affected or any Governmental Authorization affecting, or relating in any way to,
the property, assets or business of the Company or any such Subsidiaries, or
(iv) result in the creation or imposition of any Lien (other than Permitted
Liens) on any asset of the Company or any of the Limited Company Subsidiaries,
with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as
has not had or would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect, provided that in determining
whether a Company Material Adverse Effect would result, any adverse effect
otherwise excluded by clauses (A) through (F) of the definition of Company
Material Adverse Effect shall be taken into account.

Section 4.05. Capitalization.

(a) The authorized capital stock of the Company consists of (i) 30,000,000
shares of Class A common stock and 500,000 shares of Class B common stock of the
Company, par value $0.01 per share (collectively, the “Company Common
Stock“), and (ii) 6,000,000 shares of preferred stock, par value $0.01
per share (the “Company Preferred Stock“). The rights and
privileges of the Company Common Stock and the Company Preferred Stock are as
set forth in the Company153s certificate of incorporation. At the close of
business on November 9, 2011, 10,665,025 shares of Company Common Stock were
issued and outstanding (of which 169,980 were Company Restricted Stock Awards
and all of which were Class A common stock of the Company), zero shares of
Company Common Stock were held by the Company as treasury shares, and zero
shares of Company Preferred Stock were issued and outstanding; no warrants to
purchase shares of Company Common Stock were issued and outstanding; and Company
Stock Options to purchase an aggregate of 740,651 shares of Company Common Stock
were issued and outstanding (of which Company Stock Options to purchase an
aggregate of 618,660 shares of Company Common Stock were exercisable), with a
weighted average exercise price of $4.957. All outstanding shares of capital
stock of the Company have been, and all shares that may be issued pursuant to
any Company Stock Plan will be, when issued in accordance with the respective
terms thereof, duly authorized and validly issued and are (or, in the case of
shares that have not yet been issued, will be) fully paid, nonassessable and
free of preemptive rights.

(b) Section 4.05(b) of the Company Disclosure Schedule sets forth, as
of the close of business on November 9, 2011, a complete and correct list of (i)
all outstanding Company Compensatory Awards, including with respect to each such
award, the number of shares subject to such award, the name of the holder, the
grant date, as to stock options, the exercise or purchase price per share, the
vesting schedule (including the extent to which it will become accelerated as a
result of the Merger) and expiration date of each such award, and the form of
award agreement pursuant to which such award was granted, and (ii) all
outstanding Company Restricted Stock Awards, including with respect to each
Company Restricted Stock Award, the

name of the holder, the grant date and vesting schedule (including the extent
to which it will become accelerated as a result of the Merger), whether an 83(b)
election was timely made under the Code with respect to such Company Restricted
Stock Award, and the form of Company Restricted Stock Award grant agreement
pursuant to which such award was granted. The Company Stock Plans set forth on
Section 4.05(b) of the Company Disclosure Schedule are the only plans or
programs the Company or any of its Subsidiaries has maintained under which stock
options, restricted stock, restricted stock units, stock appreciation rights or
other compensatory equity-based awards have been or may be granted.

(c) Except (A) as set forth in this Section 4.05 and for changes since
November 9, 2011 resulting from (x) the exercise or vesting of Company
Compensatory Awards outstanding on such date and (y) issuances permitted
pursuant to Section 6.01 and (B) for shares of the Spin-Off Subsidiary to
be distributed in connection with the Spin-Off and in accordance with the
Spin-Off Agreements, there are no outstanding (i) shares of capital stock or
voting securities of the Company, (ii) securities of the Company convertible
into or exchangeable for shares of capital stock or voting securities of the
Company, (iii) options, warrants or other rights or arrangements to acquire from
the Company, or other obligations or commitments of the Company to issue, any
capital stock or other voting securities or ownership interests in, or any
securities convertible into or exchangeable for capital stock or other voting
securities or ownership interests in, the Company, or (iv) restricted shares,
stock appreciation rights, performance shares, contingent value rights,
“phantom” stock or similar securities or rights that are derivative of, or
provide economic benefits based, directly or indirectly, on the value or price
of, any capital stock of, or other voting securities or ownership interests in,
the Company (the items in clauses (i)-(iv) being referred to collectively as the
“Company Securities“), (v) voting trusts, proxies or other
similar agreements or understandings to which Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound with
respect to the voting of any shares of capital stock of Company or any of its
Subsidiaries, in each case, other than the Voting Agreements, (vi) contractual
obligations or commitments of any character restricting the transfer of, or
requiring the registration for sale of, any shares of capital stock of Company
or any of its Subsidiaries, or (vii) obligations or commitments of any character
of the Company or any of its Subsidiaries to repurchase, redeem or otherwise
acquire any of the Company Securities. All Company Stock Options and Company
Restricted Stock Awards may, by their terms, be treated in accordance with
Section 2.06. No Subsidiary of the Company owns any Company Securities.

Section 4.06. Subsidiaries.

(a) Section 4.06(a) of the Company Disclosure Schedule sets forth a
complete and correct list of each Subsidiary of the Company, its place and form
of organization and each jurisdiction in which it is authorized to conduct or
actually conducts business.

(b) Each Subsidiary of the Company is a corporation or other business entity
duly incorporated or organized (as applicable), validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization and
has all corporate or other organizational powers required to carry on its
business as now conducted. Each such Subsidiary is duly qualified to do business
and is in good standing in each jurisdiction where such qualification is
necessary, except for those jurisdictions where failure to be so qualified or in
good standing

would not reasonably be expected to have, individually or in the aggregate, a
Company Material Adverse Effect.

(c) Section 4.06(c) of the Company Disclosure Schedule sets forth, for
each of the Limited Company Subsidiaries, as applicable: (i) its authorized
capital stock, voting securities or ownership interests; (ii) the number and
type of any capital stock, voting securities or ownership interests, and any
option, warrant, right or security (including debt securities) convertible,
exchangeable or exercisable therefor, outstanding; and (iii) the record owner(s)
thereof. All of the outstanding capital stock of, or other voting securities or
ownership interests in, each such Subsidiary is owned by the Company, directly
or indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such capital stock or other voting securities or ownership
interests), other than Permitted Liens. There are no outstanding (x) securities
of the Company or any of the Limited Company Subsidiaries convertible into or
exchangeable for shares of capital stock or other voting securities or ownership
interests in any of the Limited Company Subsidiaries, (y) options, warrants or
other rights or arrangements to acquire from the Company or any of the Limited
Company Subsidiaries, or other obligations or commitments of the Company or any
of the Limited Company Subsidiaries to issue, any capital stock or other voting
securities or ownership interests in, or any securities convertible into or
exchangeable for any capital stock or other voting securities or ownership
interests in, any of the Limited Company Subsidiaries, or (z) restricted shares,
stock appreciation rights, performance shares, contingent value rights,
“phantom” stock or similar securities or rights that are derivative of, or
provide economic benefits based, directly or indirectly, on the value or price
of, any capital stock of, or other voting securities or ownership interests in,
any of the Limited Company Subsidiaries (the items set forth in Section
4.06(c) of the Company Disclosure Schedule being referred to collectively as
the “Company Subsidiary Securities“). There are no outstanding
obligations of the Company or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any of the Company Subsidiary Securities. All of the Company
Subsidiary Securities are duly authorized, validly issued, fully paid and
nonassessable.

(d) Except for the Company Subsidiary Securities, neither the Company nor any
of its Subsidiaries directly or indirectly owns any capital stock of, or other
equity, ownership, profit, voting or similar interest in, or any interest
convertible, exchangeable or exercisable for any equity, ownership, profit,
voting or similar interest in, any Person.

Section 4.07. SEC Filings and the Sarbanes-Oxley Act.

(a) The Company has delivered, or otherwise made available through filings
with the SEC, to Parent complete and correct copies of (i) the Company153s annual
reports on Form 10-K for its fiscal years ended December 31, 2010, 2009 and
2008, (ii) its proxy or information statements relating to meetings of the
stockholders of the Company since January 1, 2008, and (iii) all of its other
reports, statements, schedules and registration statements filed with the SEC
since January 1, 2008 (the documents referred to in this Section 4.07(a)
and Section 4.07(e), together with all information incorporated by
reference therein in accordance with applicable SEC regulations, are
collectively referred to in this Agreement as the “Company SEC
Documents“).

(b) Since January 1, 2008, the Company has filed with or furnished to the SEC
each report, statement, schedule, form or other document or filing required by
Applicable Law to be filed or furnished by the Company at or prior to the time
so required. No Subsidiary of the Company is required to file or furnish any
report, statement, schedule, form or other document with, or make any other
filing with, or furnish any other material to, the SEC.

(c) As of its filing date, each Company SEC Document complied, and each such
Company SEC Document filed subsequent to the date hereof and prior to the
consummation of the Merger will comply, as to form in all material respects with
the applicable requirements of the Securities Act, the Exchange Act and the
Sarbanes-Oxley Act, as the case may be.

(d) As of its filing date (or, if amended or superseded by a filing prior to
the date hereof, on the date of such filing), each Company SEC Document filed
pursuant to the Exchange Act did not, and each such Company SEC Document filed
subsequent to the date hereof and prior to the consummation of the Merger will
not, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. Each
Company SEC Document that is a registration statement, as amended or
supplemented, if applicable, filed pursuant to the Securities Act, as of the
date such registration statement or amendment became effective, did not, and
each such Company SEC Document filed subsequent to the date hereof and prior to
the consummation of the Merger will not, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

(e) The Company has delivered, or otherwise made available through filings
with the SEC, to Parent copies of all comment letters received by the Company
from the SEC since January 1, 2008 relating to the Company SEC Documents,
together with all written responses of the Company thereto. There are no
outstanding or unresolved comments in any such comment letters received by the
Company from the SEC. To the Knowledge of the Company, none of the Company SEC
Documents is the subject of any ongoing review by the SEC.

(f) Each required form, report and document containing financial statements
that has been filed with or submitted to the SEC by the Company since January 1,
2008 was accompanied by the certifications required to be filed or submitted by
the Company153s principal executive officer and principal financial officer, as
required, pursuant to the Sarbanes-Oxley Act and, at the time of filing or
submission of each such certification, such certification was true and accurate
and complied as to form in all material respects with the Sarbanes-Oxley Act.
None of the Company, any current executive officer of the Company or, to the
Knowledge of the Company, any former executive officer of the Company has
received written notice from any Governmental Authority challenging or
questioning the accuracy, completeness, form or manner of filing of such
certifications made with respect to the Company SEC Documents filed prior to the
date of this Agreement.

Section 4.08. Financial Statements; Internal Controls.

(a) The audited consolidated financial statements and unaudited consolidated
interim financial statements of the Company included in the Company SEC
Documents (i) complied as

to form, as of their respective filing dates with the SEC, in all material
respects with the applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, (ii) were prepared in accordance
with GAAP applied on a consistent basis during the periods involved (except, in
the case of unaudited statements, for normal year-end audit adjustments and the
absence of footnotes), and (iii) fairly presented (except as may be indicated in
the notes thereto) in all material respects the consolidated financial position
of the Company and its consolidated Subsidiaries as of the dates thereof and
their consolidated results of operations and cash flows for the periods then
ended (subject to normal year-end adjustments in the case of any unaudited
interim financial statements).

(b) The Company153s system of internal controls over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably
sufficient in all material respects to provide reasonable assurance (i) that
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP, (ii) that receipts and expenditures are
executed in accordance with the authorization of management, and (iii) that any
unauthorized use, acquisition or disposition of the Company153s assets that would
materially affect the Company153s financial statements would be detected or
prevented in a timely manner. There were no significant deficiencies or material
weaknesses identified in management153s assessment of internal controls as of and
for the year-ended December 31, 2010 (nor has any such deficiency or weakness
been identified since such date).

(c) The Company153s “disclosure controls and procedures” (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to
ensure that (i) all information (both financial and non-financial) required to
be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported to the individuals
responsible for preparing such reports within the time periods specified in the
rules and forms of the SEC, and (ii) all such information is accumulated and
communicated to the Company153s management as appropriate to allow timely
decisions regarding required disclosure and to make the certifications of the
principal executive officer and principal financial officer of the Company
required under the Exchange Act with respect to such reports.

(d) Since January 1, 2008, neither the principal executive officer nor the
principal financial officer of the Company has become aware of any fact,
circumstance or change that is reasonably likely to result in a “significant
deficiency” or a “material weakness” in the Company153s internal controls over
financial reporting.

(e) The audit committee of the Company Board includes an Audit Committee
Financial Expert, as defined by Item 407(d)(5)(ii) of Regulation S-K.

(f) The Company has adopted a code of ethics, as defined by Item 406(b) of
Regulation S-K, for senior financial officers, applicable to its principal
financial officer, comptroller or principal accounting officer, or persons
performing similar functions. The Company has promptly disclosed any change in
or waiver of the Company153s code of ethics with respect to any such persons, as
required by Section 406(b) of the Sarbanes-Oxley Act. To the Knowledge of the
Company, there have been no violations of provisions of the Company153s code of
ethics by any such persons.

Section 4.09. Disclosure Documents. The proxy or information
statement of the Company to be filed with the SEC in connection with the Merger
and any amendments or supplements thereto (the “Proxy
Statement“) will, when filed, comply as to form in all material
respects with the applicable requirements of the Exchange Act. The Form S-1
Registration Statement of the Company to be filed with the SEC in connection
with the Spin-Off and any amendments or supplements thereto (the “Form
S-1“) will, when filed, comply as to form in all material respects with
the applicable requirements of the Securities Act. At the time the Proxy
Statement or any amendment or supplement thereto is first mailed to stockholders
of the Company, and at the time such stockholders vote on adoption of this
Agreement, the Proxy Statement, as supplemented or amended, if applicable, will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading. At the time of effectiveness of the Form S-1, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The representations and warranties contained in this Section
4.09 will not apply to statements or omissions included in the Proxy
Statement or the Form S-1 based upon information furnished to the Company in
writing by Parent specifically for use therein.

Section 4.10. Absence of Certain Changes. Since the Company Balance
Sheet Date, (i) the business of the Company and each of its Subsidiaries has
been conducted in the ordinary course consistent with past practice, except for
actions taken pursuant to this Agreement in connection with the consummation of
the Merger, (ii) there has not been any fact, event, change, development or set
of circumstances that has had or would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect, and (iii)
there has not been any action or event, nor any authorization, commitment or
agreement by the Company or any of its Subsidiaries with respect to any action
or event, that if taken or if it occurred after the date hereof would be
prohibited by Section 6.01(b), (c), (d), (f),
(g), (i), (k), (l), and (n).

Section 4.11. No Undisclosed Material Liabilities. There are no
liabilities or obligations of the Company or any of its Subsidiaries of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of circumstances
that would reasonably be expected to result in such a liability or obligation,
other than:

(a) liabilities or obligations disclosed, provided for or reserved against in
the most recent financial statements of the Company included in the most recent
Annual Report on Form 10-K filed with the SEC prior to the date of this
Agreement or disclosed in the notes thereto;

(b) liabilities or obligations incurred in the ordinary course of business
since the Company Balance Sheet Date in amounts consistent with past practice
that would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect;

(d) liabilities or obligations that are not, or would not reasonably be
expected to be, material to the Company or its Subsidiaries.

Section 4.12. Litigation.

(a) Except as set forth in Section 4.12(a) of the Company Disclosure
Schedule, there is no Proceeding pending against or, to the Knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries
or any of their respective businesses or assets or any of the directors or
employees of the Company or any of its Subsidiaries or, to the Knowledge of the
Company, any of its stockholders (in each case insofar as any such matters
relate to their activities with the Company or any of its Subsidiaries) that (i)
has had or would reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect or (ii) challenges the validity or
seeks to prevent, materially impair or materially delay consummation of the
Merger or any other transaction contemplated by this Agreement.

(b) Except as set forth in Section 4.12(b) of the Company Disclosure
Schedule, neither the Company nor any of its Subsidiaries is subject to any
Order that (i) prohibits or restricts the Company or any of its Subsidiaries
from engaging in or otherwise conducting its business as presently or proposed
to be conducted or (ii) has had, or would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.

(c) Section 4.12(c) of the Company Disclosure Schedule includes a
complete and accurate summary of each claim, Proceeding or Order pending or, to
the Knowledge of the Company, threatened against the Company that could
reasonably be expected to result in a liability to the Company or any of its
Subsidiaries in excess of $50,000.

Section 4.13. Compliance with Applicable Law.

(a) The Company and each of its Subsidiaries is and, since January 1, 2009
has been, in compliance in all material respects with all Applicable Laws and
Orders and, to the Knowledge of the Company, no condition or state of facts
exists that is reasonably likely to give rise to a violation of, or a liability
or default under any Applicable Law or Order. Neither the Company nor any of its
Subsidiaries has received any written notice since December 31, 2008 (i) of any
administrative, civil or criminal investigation or audit by any Governmental
Authority relating to the Company or any of its Subsidiaries or (ii) from any
Governmental Authority alleging that the Company or any of its Subsidiaries are
not in compliance with any Applicable Law or Order in any material respect.

(b) Each of the Company and its Subsidiaries has in effect all material
Governmental Authorizations necessary for it to own, lease or otherwise hold and
operate its properties and assets and to carry on its businesses and operations
as now conducted. There have occurred no material defaults (with or without
notice or lapse of time or both) under, material violations of, or events giving
rise to any right of termination, material amendment or cancellation of, any
such Governmental Authorizations.

Section 4.14. Material Contracts

(a) Section 4.14(a) of the Company Disclosure Schedule contains a
complete and correct list of each of the following Contracts to which the
Company or any of its Subsidiaries is a party or which bind or affect their
respective properties or assets as of the date hereof, other than any such
Contract that relates to the Pageflex Business or the Bolt Business and does not
relate to any other business of the Company or the Limited Company Subsidiaries:

(i) Contract between the Company or any of the Limited Company Subsidiaries
and any of the 20 largest end user licensees or other customers of the Company
and the Limited Company Subsidiaries (determined on the basis of aggregate
revenues recognized by the Company and its Subsidiaries over the four (4)
consecutive fiscal quarter periods ended June 30, 2011) (“Major
Customers“);

(ii) except for the Contracts disclosed in clause (i) above, each Contract
that involves performance of services or delivery of goods, products or
developmental, consulting or other services commitments to the Company or any of
the Limited Company Subsidiaries, providing for either (i) recurring annual
payments to the Company after the date hereof of $10,000 or more or (ii)
aggregate payments or potential aggregate payments to the Company after the date
hereof of $25,000 or more;

(iii) Contract between the Company or any of the Limited Company Subsidiaries
and any of (A) the 20 largest licensors of Intellectual Property (determined on
the basis of aggregate payments recognized by the Company and the Limited
Company Subsidiaries over the four (4) consecutive fiscal quarter period ended
June 30, 2011), other than non-exclusive licenses for non-customized
off-the-shelf software that is generally available on standard terms, (B) the 20
largest suppliers (other than a licensor), including any supplier of
manufacturing, outsourcing or development services (determined on the basis of
aggregate payments recognized by the Company and the Limited Company
Subsidiaries over the four (4) consecutive fiscal quarter period ended June 30,
2011) (“Major Suppliers“), and (C) the 20 largest distributors
or resellers (including as an OEM or value-added reseller) of any of the Company
Products or services provided by the Company or the Limited Company Subsidiaries
(determined on the basis of aggregate sales of Company Products made through
such distributors or resellers over the four (4) consecutive fiscal quarter
period ended June 30, 2011);

(iv) except for the Contracts disclosed in clause (iii) above, each Contract
that involves performance of services or delivery of goods, materials, supplies
or equipment or developmental, consulting or other services commitments by the
Company or any of the Limited Company Subsidiaries, or the payment therefor by
the Company or any of the Limited Company Subsidiaries, providing for either (A)
recurring annual payments by the Company or any of the Limited Company
Subsidiaries after the date hereof of $10,000 or more or (B) aggregate payments
or potential aggregate payments by the Company or any of the Limited Company
Subsidiaries after the date hereof of $25,000 or more;

(v) Contract that contains any provisions restricting the Company or any of
the Limited Company Subsidiaries or their successors from competing or engaging
in any activity or line of business or with any Person or in any area or
pursuant to which any benefit or right is required to be given or lost as a
result of so competing or engaging, or which would have any such effect after
the Closing Date;

(vi) Contract that (A) grants any exclusive rights to any third party,
including any exclusive license or supply or distribution agreement or other
exclusive rights, (B) grants any rights of first refusal, rights of first
negotiation or similar rights with respect to any product, service or Company
IP, (C) contains any provision that requires the purchase of all or a specified
portion of the Company153s or any of the Limited Company Subsidiaries153
requirements from any third party, or any other similar provision, or (D) grants
“most favored nation” or similar rights;

(vii) lease or sublease (whether of real or personal property) to which the
Company or any of the Limited Company Subsidiaries is party as either lessor or
lessee, providing for either (i) annual payments after the date hereof of
$10,000 or more or (ii) aggregate payments after the date hereof of $25,000 or
more;

(viii) Contract pursuant to which the Company or any of the Limited Company
Subsidiaries has agreed or is required to provide any Third Party with access to
source code, or that requires that source code to be put in escrow;

(ix) Contract pursuant to which the Company or any of the Limited Company
Subsidiaries has or has been granted any license to Intellectual Property, other
than nonexclusive licenses granted in the ordinary course of business of the
Company and such Subsidiaries consistent with past practice;

(x) Contract relating to indebtedness for borrowed money or the deferred
purchase price of property (in either case, whether incurred, assumed,
guaranteed or secured by any asset), except any such agreement with an aggregate
outstanding principal amount not exceeding $10,000 and which may be prepaid on
not more than thirty (30) days153 notice without the payment of any penalty;

(xi) Contract pursuant to which the Company or any of the Limited Company
Subsidiaries is a party that creates or grants a material Lien (including Liens
upon properties acquired under conditional sales, capital leases or other title
retention or security devices), other than Permitted Liens;

(xii) Contract under which the Company or any of the Limited Company
Subsidiaries has, directly or indirectly, made any loan, capital contribution
to, or other investment in, any Person (other than the Company or any of the
Limited Company Subsidiaries and other than (i) extensions of credit in the
ordinary course of business consistent with past practice, or (ii) investments
in marketable securities in the ordinary course of business);

(xiii) Contract under which the Company or any of the Limited Company
Subsidiaries has any obligations which have not been satisfied or performed
(other than

confidentiality obligations) relating to the acquisition or disposition of
all or any portion of any business (whether by merger, sale of stock, sale of
assets or otherwise) for consideration in excess of $10,000;

(xiv) any Contract (i) (A) between the Company or any of the Limited Company
Subsidiaries and any Governmental Authority, or (B) between the Company or any
of the Limited Company Subsidiaries, as a subcontractor, and any prime
contractor to any Governmental Authority, or (ii) financed by any Governmental
Authority and subject to the rules and regulations of any Governmental Authority
concerning procurement;

(xv) partnership, joint venture or other similar Contract or arrangement
material to the Company and the Limited Company Subsidiaries, taken as a whole;

(xvi) Contract for the development for the benefit of the Company or any of
the Limited Company Subsidiaries by any party other than the Company or such
Subsidiaries, of Intellectual Property that is material to the Company and such
Subsidiaries, taken as a whole;

(xvii) employee collective bargaining agreement or other Contract with any
labor union and each employment Contract (other than for employment at-will or
similar arrangements) that is not terminable by the Company without notice and
without cost to the Company;

(xviii) Contract entered into in the last three (3) years in connection with
the settlement or other resolution of any Proceeding that has any continuing
material obligations, liabilities or restrictions or involved payment of more
than $10,000;

(xix) Contract providing for indemnification of any Person with respect to
material liabilities relating to any current or former business of the Company,
any of the Limited Company Subsidiaries or any predecessor Person other than
indemnification obligations of the Company or any of the Limited Company
Subsidiaries pursuant to the provisions of a Contract entered into by the
Company or any of the Limited Company Subsidiaries in the ordinary course of
business consistent with past practice or that would not reasonably be expected
to have a Company Material Adverse Effect;

(xx) Contract containing (i) any provisions having the effect of providing
that the consummation of the Merger, the Spin-Off or the other transactions
contemplated by this Agreement or compliance by the Company with the provisions
of this Agreement or the Spin-Off Agreements will conflict with, result in any
violation or breach of, or constitute a default (with or without notice or lapse
of time or both) under, such Contract (if such Contract is material to the
Company and the Limited Company Subsidiaries, taken as a whole), or give rise
under such Contract to any right of, or result in, a termination, right of first
refusal, amendment, revocation, cancellation or acceleration, or a loss of a
benefit or the creation of any Lien upon any of the properties or assets of the
Company, any of the Limited Company Subsidiaries, Parent or any of Parent153s
Subsidiaries, or to any increased, guaranteed, accelerated or additional rights
or

entitlements of any person, except to the extent that such termination,
amendment, revocation, cancellation, acceleration, loss, Lien or entitlements
are not material to the Company and the Limited Company Subsidiaries, taken as a
whole, or are required by Applicable Law, (ii) any restriction on the ability of
any of the Company and the Limited Company Subsidiaries to assign all or any
portion of its rights, interests or obligations thereunder (if such Contract is
material to the Company and the Limited Company Subsidiaries, taken as a whole),
unless such restriction expressly excludes any assignment to Parent and any of
the Limited Company Subsidiaries that holds assets substantially equivalent to
the assigning entity in connection with or following the consummation of the
Merger and the other transactions contemplated by this Agreement or (iii) any
standstill or similar provision purporting to limit the authority of any party
to such agreement to acquire any Equity Interest in the Company or any other
Person; or

(xxi) except for the Contracts disclosed above, each Contract required to be
filed by the Company pursuant to Item 601 of Regulation S-K under the Securities
Act, or that is otherwise material to the Company and the Limited Company
Subsidiaries, taken as whole.

(b) Each Contract disclosed in Section 4.14(a)) of the Company
Disclosure Schedule, required to be disclosed pursuant to this Section
4.14 or which would have been required to be so disclosed if it had existed
on the date of this Agreement (each, a “Material Contract“)
(unless it has terminated or expired (in each case according to its terms)) is
in full force and effect and is a legal, valid and binding agreement of the
Company or its Subsidiary, as the case may be, and, to the Knowledge of the
Company, of each other party thereto, enforceable against the Company or such
Subsidiary, as the case may be, and, to the Knowledge of the Company, against
the other party or parties thereto, in each case, in accordance with its terms
except as such enforceability may be limited by bankruptcy, insolvency,
moratorium and other similar Applicable Law affecting creditors153 rights
generally and by general principles of equity. Neither the Company nor any of
its Subsidiaries has received any written notice to terminate, in whole or part,
materially amend or not renew any executory obligation of a counterparty to a
Material Contract that has not terminated or expired (in each case according to
its terms) prior to the date of this Agreement (nor, to the Knowledge of the
Company, has there been anything that a reasonable person would consider an
indication that any such notice of termination will be served on or after the
date of this Agreement on the Company by any counterparty to a Material
Contract). None of the Company, any of its Subsidiaries or, to the Knowledge of
the Company, any other party thereto is in default or breach in any material
respect under the terms of any Material Contract, and, to the Knowledge of the
Company, no event or circumstance has occurred that, with notice or lapse of
time or both, would constitute any event of default thereunder.

(c) Complete, correct and unredacted copies of each Material Contract, as
amended and supplemented, have been made available by the Company to Parent, or
otherwise made available as an exhibit to the Company SEC Documents, by the
Company to Parent.

Section 4.15. Taxes.

(a) (i) All income, franchise and other material Company Returns required by
Applicable Law to be filed with any Taxing Authority have been filed when due
(taking into

account extensions) in accordance with all Applicable Laws or, if filed late,
were filed before the date hereof and sufficient amounts for interest penalties
or other additions to Taxes were paid to the applicable Taxing Authority in
connection with any such late filing, (ii) all Company Returns that have been
filed were true and complete in all material respects, (iii) the Company and
each of its Subsidiaries have paid (or have had paid on their behalf) all
material Taxes due and owing (whether or not shown on any Tax Return), (iv) all
Taxes that the Company or any of its Subsidiaries is or was required to withhold
or collect in connection with any amounts paid or owing to any employee,
independent contractor, creditor, stockholder or other Person have been duly
withheld or collected and have been timely paid, to the extent required, to the
proper Taxing Authority, and (v) since the Company Balance Sheet Date, other
than with respect to the Spin-Off, neither the Company nor any of its
Subsidiaries has incurred any liability for Taxes outside the ordinary course of
business or otherwise inconsistent with past custom and past practice;

(b) (i) The federal and material state income and franchise Company Returns
through the taxable year ended December 31, 2009 have been examined and closed
or are Company Returns with respect to which the applicable period for
assessment under Applicable Law, after giving effect to extensions or waivers,
has expired; and (ii) neither the Company nor any of its Subsidiaries has
granted any currently effective extension or waiver of the statute of
limitations period applicable to any federal or material state income or
franchise Company Return, which period (after giving effect to such extension or
waiver) has not yet expired;

(c) (i) No deficiencies for Taxes with respect to the Company or any of its
Subsidiaries have been claimed, proposed or assessed in each case in writing by
any Taxing Authority, except for deficiencies that have been paid or otherwise
resolved, (ii) there is no claim, audit, action, suit, proceeding or
investigation pending or threatened in each case in writing against or with
respect to the Company or any of its Subsidiaries in respect of any material Tax
or material Tax Asset; and (iii) no claim has been made in writing by a Taxing
Authority in a jurisdiction where the Company or any of its Subsidiaries does
not file income or franchise Tax Returns that it is or may be subject to
taxation by that jurisdiction;

(d) There are no Liens for Taxes on any assets of the Company or any of its
Subsidiaries, other than Permitted Liens;

(e) During the three-year period ending on the date hereof, neither the
Company nor any of its Subsidiaries was a “distributing corporation” or a
“controlled corporation” in a transaction intended to be governed by Section 355
of the Code;

(f) Neither the Company nor any of its Subsidiaries has participated in any
“reportable transaction” within the meaning of Treasury Regulations Section
1.6011-4;

(g) (i) Neither the Company nor any of its Subsidiaries is or has been a
member of an affiliated group of corporations within the meaning of Section 1504
of the Code or any group that has filed a combined, consolidated or unitary Tax
Return (in each case other than the group of which the Company is or was the
common parent); and (ii) neither the Company nor any of its Subsidiaries has any
liability for the Taxes of any Person (other than the Company or its
Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract or otherwise;

(h) There are no Tax sharing agreements or similar arrangements (including
Tax indemnity arrangements) with respect to or involving the Company or any of
its Subsidiaries;

(i) Neither the Company nor any of its Subsidiaries will be required to
include any item of income, or exclude any item of deduction from, taxable
income for any taxable period ending after the Closing Date as a result of any
(i) change in method of accounting for a taxable period ending on or prior to
the Closing Date, (ii) closing agreement (as described in Section 7121 of the
Code or any corresponding or similar provision of state, local or foreign Tax
law) executed on or prior to the Closing Date, (iii) installment sale or open
transaction disposition made on or prior to the Closing Date, (iv) prepaid
amounts received on or prior to the Closing Date, (v) intercompany transaction
or excess loss account described in Treasury Regulations under Section 1502 of
the Code (or any corresponding or similar provision of state, local or foreign
income Tax law), or (vi) election under Section 108(i) of the Code.

(j) The unpaid Taxes of the Company and its Subsidiaries (i) did not, as of
the Company Balance Sheet Date, exceed the reserve for Tax liability (rather
than any reserve for deferred Taxes established to reflect timing differences
between book and Tax income) set forth on the face of the Company Balance Sheet
(rather than in any notes thereto) and (ii) do not exceed that reserve as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of the Company and its Subsidiaries in filing their Tax
Returns (excluding Taxes resulting from the Spin-Off and reserves with respect
thereto).

(k) Since January 1, 2009, neither the Company nor any of its Subsidiaries
has received any private letter ruling from the Internal Revenue Service (or any
comparable ruling from any other taxing authority).

(l) On the Distribution Date, the Company will have Company Net Operating
Losses in excess of $14,000,000. The Company has provided to Parent correct and
complete copies of all written analyses prepared by, for or on behalf of the
Company in respect of (i) the application of Section 382 of the Code to the net
operating loss carryforwards of the Company, (ii) the value attributed to the
Spin-Off Subsidiary and (iii) the amount of gain resulting from the Spin-Off.

(m) “Company Return” means any Tax Return of, with respect
to, or that includes the Company or any of its Subsidiaries;

(n) “Tax” means any tax, governmental fee or other like
assessment or charge of any kind whatsoever (including withholding on amounts
paid to or by any Person), together with any interest, penalty, addition to tax
or additional amount with respect thereto, whether disputed or not;

(o) “Taxing Authority” means any Governmental Authority
responsible for the imposition of any Tax or any Governmental Authority charged
with the collection of, or which is otherwise empowered to collect, such Tax;

(p) “Tax Asset” means any net operating loss, net capital
loss, investment tax credit, foreign tax credit, charitable deduction or any
other credit or tax attribute that could be carried forward or back to reduce
Taxes); and

(q) “Tax Return” means any report, return, document,
declaration or other information filed or required to be filed with or supplied
to a Taxing Authority, including information returns, any document with respect
to or accompanying payments of estimated Taxes, or with respect to or
accompanying requests for the extension of time in which to file any such
report, return, document, declaration or other information.

Section 4.16. Employee Benefit Plans.

(a) Section 4.16 of the Company Disclosure Schedule contains a correct
and complete list identifying each Company Employee Plan. “Company
Employee Plan” means each “employee benefit plan,” as defined in
Section 3(3) of ERISA, each employment, individual consulting, severance or
similar contract, plan, arrangement or policy and each other plan or arrangement
(written or oral) providing for compensation, bonuses, profit-sharing, stock
option or other stock-related rights or other forms of incentive or deferred
compensation, vacation benefits, insurance (including any self-insured
arrangements), health or medical benefits, employee assistance program,
disability or sick leave benefits, workers153 compensation, supplemental
unemployment benefits, severance benefits and post-employment or retirement
benefits (including compensation, pension, health, medical or life insurance
benefits) (each, an “Employee Plan“) which is maintained,
administered or contributed to by the Company or any ERISA Affiliate of the
Company and covers any current or former employee, consultant or director of the
Company or any of its Subsidiaries. Copies of each such Company Employee Plan
(and, if applicable, related trust or funding agreements or insurance policies)
and all amendments thereto have been furnished or made available to Parent
together with (i) the most recent annual report, tax return and Internal Revenue
Service Form 5500, if any, prepared in connection with such Company Employee
Plan, (ii) the most recent Internal Revenue Service determination or opinion
letter (if applicable) relating to such Company Employee Plan, and (iii) the
most recent summary plan description (or other description provided to
employees) and all modifications thereto relating to such Company Employee Plan.

(b) Neither the Company nor any ERISA Affiliate of the Company nor any
predecessor thereof sponsors, maintains or contributes or is obligated to
contribute to, or has in the past sponsored, maintained or contributed or has
been obligated to contribute to, any Employee Plan subject to Title IV of ERISA,
any non-U.S. defined benefit plan, any multiemployer plan within the meaning of
Section 4001(a)(3) or 3(37) of ERISA, or any plan maintained by more than one
employer as described in Section 413(c) of the Code.

(c) Each Company Employee Plan which is intended to be qualified under
Section 401(a) of the Code has received a favorable determination or opinion
letter and its related trust has been determined to be exempt from taxation
under Section 501(a) of the Code, or has pending or has time remaining in which
to file, an application for such determination from the Internal Revenue
Service, and the Company is not aware of any reason why any such determination
or opinion letter should be revoked or not be issued. Each Company Employee Plan
has been operated and maintained in material compliance with its terms and with
the requirements prescribed by any and all statutes, orders, rules and
regulations, including ERISA and the Code, which are applicable to such Employee
Plan. To the Knowledge of the Company, no events have occurred with respect to
any Company Employee Plan that could result in a

material payment or assessment by or against the Company of any excise taxes
under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the
Code.

(d) To the Knowledge of the Company, no Company Employee Plan is under audit
or is subject of an investigation by the Internal Revenue Service, the U.S.
Department of Labor, the SEC, the PBGC or any other Governmental Entity.

(e) Except as set forth on Section 4.16(e) of the Company Disclosure
Schedule, the consummation of the transactions contemplated by this Agreement
will not (either alone or together with any other event) (i) entitle any current
or former employee, director or independent contractor of the Company or any of
its Subsidiaries to severance pay or benefits; (ii) accelerate the time of
payment or vesting of any compensation or Company Compensation Award, except to
the extent provided in Section 2.06; (iii) trigger any funding (through a
grantor trust or otherwise) of compensation or benefits under any Company
Employee Plan; or (iv) trigger any payment, increase the amount payable or
trigger any other material obligation pursuant to any Company Employee Plan.

(f) There is no Company Employee Plan or other contract, plan or arrangement
(written or otherwise) covering any employee or former employee of the Company
or any of its Subsidiaries that, individually or collectively, could give rise
to the payment of any amount that would not be deductible pursuant to the terms
of Sections 280G or 162(m) of the Code.

(g) Neither the Company nor any of its Subsidiaries has any liability in
respect of post-retirement health, medical or life insurance benefits for
retired, former or current employees or directors of the Company or its
Subsidiaries except as required to comply with Section 4980B of the Code or any
similar state law provision.

(h) There is no material action, suit, investigation, audit or proceeding
pending against or involving or, to the Knowledge of the Company, threatened
against or involving any Employee Plan before any arbitrator or any Governmental
Authority.

(i) Each Company Employee Plan which is in any part a “non-qualified deferred
compensation plan” (as such term is defined in Section 409A(d)(1) of the Code)
has, at all times, been operated, administered and maintained in operational and
documentary compliance with the requirements of Section 409A of the Code and
applicable guidance issued thereunder; in all cases so that the additional tax
described in Section 409A(a)(1)(B) of the Code will not be assessed against the
individuals participating in any such non-qualified deferred compensation plan
with respect to benefits due or accruing thereunder. Each Company Stock Option
is exempt from the additional tax and interest described in Section
409A(a)(1)(B) of the Code and the per share exercise price of each Company Stock
Option is no less than the fair market value of the underlying Company Common
Stock on the date of grant of such Company Stock Option (and as of each later
modification thereof within the meaning of Section 409A of the Code) determined
in a manner consistent with Section 409A of the Code. Each Company Stock Option
characterized by the Company as an “incentive stock option” within the meaning
of Section 422 of the Code complies with all of the applicable requirements of
Section 422 of the Code.

(j) Each International Plan has been maintained in substantial compliance
with its terms and with the requirements prescribed by any and all applicable
statutes, orders, rules and regulations (including any special provisions
relating to qualified plans where such International Plan was intended so to
qualify) and has been maintained in good standing with applicable regulatory
authorities. There has been no material amendment to, written interpretation of
or announcement (whether or not written) by the Company or any of its
Subsidiaries relating to, or change in employee participation or coverage under,
any International Plan that would increase materially the expense of maintaining
such International Plan above the level of expense incurred in respect thereof
for the most recent fiscal year ended prior to the date hereof. According to the
actuarial assumptions and valuations most recently used for the purpose of
funding each International Plan (or, if the same has no assumptions and
valuations or is unfunded, according to actuarial assumptions and valuations in
use by the PBGC on the date hereof), as of the Effective Time, the total amount
or value of the funds available under such International Plan to pay benefits
accrued thereunder or segregated in respect of such accrued benefits, together
with any reserve or accrual with respect thereto, exceeds the present value of
all benefits (actual or contingent) accrued as of such date of all participants
and past participants therein in respect of which Parent, the Company or any of
their Subsidiaries has or would have after the Effective Time any obligation.
From and after the Effective Time, Parent and its Affiliates will get the full
benefit of any such funds, accruals or reserves.

(k) To the Knowledge of the Company, there does not now exist, nor do any
circumstances exist that would reasonably be expected to result in, any
Controlled Group Liability that would be a material liability of the Company or
any of its Subsidiaries following the Effective Time.

(l) Each Company Employee Plan may be amended, terminated, or otherwise
modified by the Company to the greatest extent permitted by Applicable Law,
including the elimination of any and all future benefit accruals thereunder and
no employee communications or provision of any Company Employee Plan has failed
to effectively reserve the right of the Company or the ERISA Affiliate to so
amend, terminate or otherwise modify such Company Employee Plan. As of the date
hereof, neither the Company nor any of its ERISA Affiliates has announced its
intention to modify or terminate any Company Employee Plan or adopt any
arrangement or program which, once established, would come within the definition
of a Company Employee Plan.

Section 4.17. Labor and Employment Matters.

(a) Neither the Company nor any of its Subsidiaries is a party to, bound by
or subject to, or is currently negotiating in connection with entering into, any
collective bargaining agreement or understanding with a labor union or
organization. None of the employees of the Company or any of its Subsidiaries is
represented by any union with respect to his or her employment by the Company or
such Subsidiary. There is no (i) material unfair labor practice, material labor
dispute (other than routine individual grievances) or material labor arbitration
proceeding pending or, to the Knowledge of the Company, threatened against the
Company or any of its Subsidiaries relating to their businesses, (ii) activity
or proceeding by a labor union or representative thereof to the Knowledge of the
Company to organize any employees of the Company or any of its Subsidiaries, or
(iii) lockouts, strikes, slowdowns, work stoppages or

threats thereof by or with respect to such employees, and during the last
three (3) years there has not been any such action.

(b) Since January 1, 2008, (i) there has been no “mass layoff” or “plant
closing” as defined by the Worker Adjustment and Retraining Notification Act of
1998 (the “WARN Act“) in respect of the Company or any of its
Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has been
affected by any transactions or engaged in layoffs or employment terminations
sufficient in number to trigger application of any state, local, or foreign law
or regulation which is similar to the WARN Act.

(c) The Company is in compliance in all material respects with all Applicable
Laws respecting employment, discrimination in employment, terms and conditions
of employment, worker classification (including the proper classification of
workers as independent contractors and consultants), wages, hours and
occupational safety and health and employment practices, including the
Immigration Reform and Control Act.

Section 4.18. Insurance Policies. Section 4.18 of the Company
Disclosure Schedule lists all material insurance policies and fidelity bonds
covering the assets, business, equipment, properties, operations, employees,
officers or directors of the Company and its Subsidiaries (collectively, the
“Insurance Policies“) and the coverage limitations and
deductibles applicable to each such policy. All of the Insurance Policies or
renewals thereof are in full force and effect. There is no material claim by the
Company or any of its Subsidiaries pending under any of such policies or bonds
as to which the Company has been notified that coverage has been questioned,
denied or disputed by the underwriters of such policies or bonds. All premiums
due and payable under all such policies and bonds have been paid when due, and
the Company and its Subsidiaries are otherwise in material compliance with the
terms of such policies and bonds (or other policies and bonds providing
substantially similar insurance coverage). To the Knowledge of the Company,
there is no threatened termination of, or material premium increase (other than
with respect to customary annual premium increases) with respect to, any
Insurance Policy. Section 4.18 of the Company Disclosure Schedule
identifies each material insurance claim made by the Company or any of its
Subsidiaries between the Company Balance Sheet Date and the date of this
Agreement. To the Knowledge of the Company, no event has occurred, and no
condition or circumstance exists, that would reasonably be expected to give rise
to or serve as a basis for any material insurance claim not listed on
Section 4.18 of the Company Disclosure Schedule.

Section 4.19. Environmental Matters.

(a) Except for matters that, individually or in the aggregate, have not had
and would not reasonably be expected to have a Company Material Adverse Effect,
no notice, demand, request for information, citation, summons or order has been
received, no complaint has been filed, no penalty has been assessed, and no
Proceeding is pending and, to the Knowledge of the Company, is threatened by any
Governmental Authority or other Person relating to or arising out of any failure
of the Company or any of its Subsidiaries to comply with any Environmental Law.

(b) The Company and its Subsidiaries are and have been in compliance in all
material respects with all Environmental Laws and all Environmental Permits of
the Company.

(c) To the Knowledge of the Company, there has been no release by the Company
or any of its Subsidiaries, or for which the Company or any of its Subsidiaries
would reasonably be expected to be liable by Contract or by operation of Law, of
any Hazardous Substance at, under, from or to any facility or real property
currently or formerly owned, leased or operated by the Company or any of its
Subsidiaries.

(d) There are no liabilities or obligations of the Company or any of its
Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise arising under or relating to any
Environmental Law or any Hazardous Substance and, to the Knowledge of the
Company, there is no condition, situation or set of circumstances that could
reasonably be expected to result in or be the basis for any such liability or
obligation.

(e) For purposes of this Section 4.19, the terms
“Company” and “Subsidiaries” shall include any
entity that is, in whole or in part, a predecessor of the Company or any of its
Subsidiaries.

Section 4.20. Intellectual Property and Information Technology.

(a) Section 4.20(a) of the Company Disclosure Schedule contains a true
and complete list, as of the date of this Agreement, of all Company Products.

(b) The Company and its Subsidiaries own or otherwise hold all rights in all
Company IP necessary for the conduct of the business of the Company and its
Subsidiaries as currently conducted or as currently proposed to be conducted
(the “Necessary IP“), free and clear of any Liens, other than
Permitted Liens. The consummation of the transactions contemplated by this
Agreement will not (i) alter, restrict, encumber, impair or extinguish any
rights in any Necessary IP, or (ii) result in the creation of any Lien with
respect to any of the Company IP, other than Permitted Liens.

(c) In the five (5) years immediately prior to the date of this Agreement,
there have been, and there are currently, no legal disputes or claims pending
or, to the Knowledge of the Company, threatened (i) alleging infringement,
misappropriation or any other violation of any Intellectual Property rights of
any Person by the Company or any of its Subsidiaries or by any Company Products,
or (ii) challenging the scope, ownership, validity, or enforceability of any
Company IP owned by the Company or any of its Subsidiaries or of the Company and
its Subsidiaries153 rights under the Company IP. None of the Company or its
Subsidiaries has infringed, misappropriated or otherwise violated any
Intellectual Property rights of any Person.

(d) (i) No Person, other than the Company and its Subsidiaries, possesses any
current or contingent rights to license, sell or otherwise distribute the
Company Products or other products or services utilizing Company IP that is
owned by the Company or any of its Subsidiaries, and (ii) there are no
restrictions binding on the Company or any Subsidiary respecting the disclosure,
use, license, transfer or other disposition of any Company IP or Company
Products.

(e) Section 4.20(e)(i) of the Company Disclosure Schedule contains a
true and complete list, as of the date of this Agreement, of all Company
Registered IP. The Company and its Subsidiaries have taken all actions
reasonably necessary to maintain and protect the Company Registered IP,
including payment of applicable maintenance fees, filing of applicable
statements

of use, timely response to office actions and disclosure of any required
information, and all assignments (and licenses where required) of the Registered
IP have been duly recorded with the appropriate governmental authorities.
Section 4.20(e)(ii) of the Company Disclosure Schedule includes a true
and complete list as of the date of this Agreement of all material actions that
must be taken within one hundred eighty (180) days of the date hereof with
respect to any of the Company Registered IP. The Company and each of its
Subsidiaries have complied with all applicable notice and marking requirements
for the Company Registered IP. None of the Company Registered IP has been
adjudged invalid or unenforceable in whole or part and, to the Knowledge of the
Company, none of the Company Registered IP is invalid or unenforceable.

(f) The Company and its Subsidiaries have taken reasonable steps to protect
their rights in the Company IP and to protect any confidential information
provided to them by any other Person under obligation of confidentiality.
Without limitation of the foregoing, the Company and its Subsidiaries have not
made any of their trade secrets or other confidential or proprietary information
that they intended to maintain as confidential (including source code with
respect to Company Products) available to any other Person except pursuant to
written agreements requiring such Person to maintain the confidentiality of such
information or materials.

(g) The Company and its Subsidiaries have obtained from all parties
(including Employees and current or former consultants and subcontractors) who
have created any portion of, or otherwise who would have any rights in or to,
any Company IP, valid and enforceable written assignments of any such work,
invention, improvement or other rights to the Company and its Subsidiaries and
have delivered true and complete copies of such assignments to Parent. No
Employee, consultant or former consultant of the Company or any of its
Subsidiaries has ever excluded any Intellectual Property from any written
assignment executed by any such Person in connection with work performed for or
on behalf of the Company or any of its Subsidiaries. All amounts payable by the
Company or any of its Subsidiaries to consultants and former consultants have
been paid in full.

(h) Section 4.20(h) of the Company Disclosure Schedule contains a
complete and accurate list of (i) all third-party Intellectual Property (other
than Third Party Software) sold with, incorporated into, distributed in
connection with or used in the development of any Company Product (including any
Company Product currently under development) and (ii) all other third-party
Intellectual Property (other than Third Party Software) used or held for use for
any purpose by the Company or any of its Subsidiaries that is material to the
business of the Company and its Subsidiaries taken as a whole.

(i) Section 4.20(i) of the Company Disclosure Schedule contains a
complete and accurate list of all Third Party Software, except shrinkwrap
licenses for commercial off the shelf software having a payment obligation of
less than $10,000 per year, setting forth for each such item (i) the name and
version of such item, (ii) the name of the owner and/or licensor of such item,
(iii) all licenses and other agreements pursuant to which the Company or any of
its Subsidiaries holds rights to such item, (iv) the Company Product(s),
including version numbers, to which such item relates, if any, (v) whether such
item is used internally by or on behalf of the Company or any of its
Subsidiaries, (vi) whether such item is distributed by or on behalf of the
Company or any of its Subsidiaries (whether on a standalone basis or as an
embedded or bundled component) and, if so, whether such item is distributed in
source, binary or other form, (vii)

whether such item is hosted, offered as a service or made available in a
service bureau or in any similar manner by or on behalf of the Company or any of
its Subsidiaries (whether on a standalone basis or as an embedded or bundled
component), (viii) whether the license permits the Company or any of its
Subsidiaries to host, offer as a service or make available in a service bureau
or in any similar manner such item (whether on a standalone basis or as an
embedded or bundled component), (ix) whether such item has been modified by or
on behalf of the Company or any of its Subsidiaries, (x) whether such item is
used by or on behalf of the Company or any of its Subsidiaries to generate code
or other material, and if so, a description (consistent with the disclosure
requirements under clauses (v) through (ix) above) of the use, modification,
hosting and/or distribution of such generated code or other material; (xi) a
summary of anticipated future payments in respect of such item, including
license fees, renewal fees, maintenance fees, support fees and royalties; (xii)
whether such item is used, held for use or required (or generates code or other
material that is used, held for use or required) to satisfy any obligation under
any Support Agreement; and (xiii) any rights by a third party to audit or review
any financial, license or royalty information, if any, with respect thereto, any
past exercise of those rights, and any notice received of intent to conduct any
such audit. For purposes of this Section 4.20(i), Company Product
includes any Company Product under development. Except as set forth on
Section 4.20(i) of the Company Disclosure Schedule, neither the Company
nor any Subsidiary has incorporated, or has plans to incorporate, into any
Company Product or otherwise accessed, used, modified or distributed any Third
Party Software (including, but not limited to, any Third Party Software taken
subject to the terms of a license recognized as an “open source license” by the
Open Source Initiative), in whole or in part, in a manner that may (A) require
any Company IP to be licensed, sold, disclosed, distributed, hosted or otherwise
made available, including in source code form and/or for the purpose of making
derivative works, for any reason, (B) grant, or require the Company or any of
its Subsidiaries to grant, the right to decompile, disassemble, reverse engineer
or otherwise derive the source code or underlying structure of any Company IP,
or (C) limit in any manner the ability to charge license fees or otherwise seek
compensation in connection with marketing, licensing or distribution of any
Company IP. All information set forth on Section 4.20(i) of the Company
Disclosure Schedule is true and complete.

(j) The Company Products do not contain any computer code designed to
disrupt, disable, harm, distort or otherwise impede in any manner the legitimate
operation of such software by or for the Company or its authorized users, or any
other associated software, firmware, hardware, computer system or network
(including without limitation what are sometimes referred to as “viruses,”
“worms,” “time bombs” and/or “back doors”).

(k) Neither the Company nor any of its Subsidiaries has (i) transferred
ownership of, or granted any exclusive license with respect to, any Company IP
owned or purported to be owned by the Company or any of its Subsidiaries to any
other Person or (ii) granted any customer the right to use any Company Product
or portion thereof on anything other than a non-exclusive basis or for anything
other than such customer153s internal business purposes.

(l) Except as set forth on Section 4.20(l) of the Company Disclosure
Schedule, none of the Company153s or any of its Subsidiaries153 agreements
(including any agreement for the performance of professional services by or on
the behalf of the Company or any of its Subsidiaries) confers upon any Person
other than the Company any ownership right, exclusive

license or other exclusive right with respect to any Intellectual Property
developed or delivered in connection with such agreement.

(m) Except as set forth in Section 4.20(m) of the Company Disclosure
Schedule, no funding, facilities or personnel of any educational institution or
Governmental Entity were used, directly or indirectly, to develop or create, in
whole or in part, any Company IP owned or purported to be owned by the Company
or any Subsidiary, including any portion of a Company Product. Neither the
Company nor any Subsidiary is or has ever been a member or promoter of, or a
contributor to, any industry standards body or similar organization that could
compel the Company or such Subsidiary to grant or offer to any third party any
license or right to such Company IP. Section 4.20(m) of the Company
Disclosure Schedule sets forth a complete and accurate list of (i) any and all
grants and similar funding received by the Company or any of its Subsidiaries
(including their respective predecessors), including the name of the granting
authority and the status and material terms thereof and (ii) any standards
bodies or similar organizations of which the Company or any of its Subsidiaries
(or any of their predecessors) has ever been a member, promoter or contributor.

(n) The IT Assets operate and perform in all material respects in a manner
that permits the Company and each of its Subsidiaries to conduct their
respective businesses as currently conducted and, to the Knowledge of the
Company, no person has gained unauthorized access to any IT Asset. The Company
and each of its Subsidiaries has implemented reasonable backup and disaster
recovery technology processes.

(o) The representations and warranties in this Section 4.20 do not
relate to, refer to or include any Company Products, Intellectual Property, IT
Assets or Third Party Software, for each of the foregoing solely to the extent
that those items are exclusively assets of the Bolt Business or the Pageflex
Business and do not relate to any other business of the Company or the Limited
Company Subsidiaries.

Section 4.21. Properties.

(a) (i) The Company and each of the Limited Company Subsidiaries has good
title to, or in the case of leased property and leased tangible assets, valid
leasehold interests in, all of its material real properties and material
tangible assets and (ii) all such assets and real properties, other than assets
and real properties in which the Company or any of the Limited Company
Subsidiaries has leasehold interests, are free and clear of all Liens, except
for Permitted Liens.

(b) Section 4.21(b) of the Company Disclosure Schedule sets forth a
complete and correct list of all real property and interests in real property
currently owned by the Company or any of the Limited Company Subsidiaries (each,
an “Owned Real Property“). Section 4.21(b) of the
Company Disclosure Schedule sets forth (i) a true and complete list of all real
property leased, subleased or otherwise occupied by the Company or any of the
Limited Company Subsidiaries in respect of which the Company or any of the
Limited Company Subsidiaries has annual rental obligations of $10,000 or more
(each, a “Leased Real Property“), (ii) the address for each
Leased Real Property, (iii) current rent amounts payable by the Company or the
Limited Company Subsidiaries related to such Leased Real Property and (iv) a
description of the applicable lease, sublease or other agreement therefore and
any and all amendments,

modifications, side letters relating thereto. All of the leases, subleases
and other agreements (each, a “Lease Agreement“) of the Leased
Real Property are valid, binding and in full force and effect without penalty,
acceleration, termination, repurchase right or other adverse consequence on
account of the execution, delivery or performance of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby or the Spin-Off Agreements. No Lease Agreement is subject to any Lien
other than Permitted Liens, including any mortgage, pledge, lien, encumbrance,
sublease, assignment, license or other agreement granting to any third party any
interest in such Lease Agreement or any right to the use or occupancy of any
Leased Real Property. The Company and each of the Limited Company Subsidiaries
has performed all material obligations required to be performed by it to date
under each Lease Agreement, and there are no outstanding defaults or
circumstances which, upon the giving of notice or passage of time or both, would
constitute a default or breach by any party under any Lease Agreement.

(c) With respect to each Leased Real Property, neither the Company nor any of
the Limited Company Subsidiaries has subleased, licensed or otherwise granted
anyone a right to use or occupy such Leased Real Property or any portion
thereof. The Company and each of the Limited Company Subsidiaries enjoy peaceful
and undisturbed possession of the Owned Real Property and the Leased Real
Property.

Section 4.22. Interested Party Transactions. (i) Neither the Company
nor any of its Subsidiaries is a party to any transaction or agreement with any
Affiliate, stockholder that beneficially owns 5% or more of the Company Common
Stock, or director or Executive Officer of the Company or, to the Knowledge of
the Company, any Affiliate of any such owner, Executive Officer or director, and
(ii) no event has occurred since January 1, 2008 that would be required to be
reported by the Company pursuant to Item 404 of Regulation S-K promulgated by
the SEC.

Section 4.23. Compliance with the U.S. Foreign Corrupt Practices Act and
Other Applicable Anti-Corruption Laws.

(a) Since January 1, 2009, the Company and its Subsidiaries have complied in
all material respects with the U.S. Foreign Corrupt Practices Act of 1977 and
other applicable anti-corruption laws.

(b) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of
the Company, any director, officer, agent, employee or representative of the
Company or any of its Subsidiaries at the direction of or on behalf of the
Company or any of its Subsidiaries corruptly or otherwise illegally offered or
gave anything of value to: (i) any official, employee or representative of a
Governmental Authority, any political party or official thereof, or any
candidate for political office; or (ii) any other Person, in any such case while
knowing, or having reason to know, that all or a portion of such money or thing
of value may be offered, given or promised, directly or indirectly, to any
official, employee or representative of a Governmental Authority, any political
party or official thereof, or candidate for political office for the purpose of
the following: (x) influencing any action or decision of such Person, in his or
her official capacity, including a decision to fail to perform his or her
official function; (y) inducing such Person to use his or her influence with any
Governmental Authority to affect or influence any act

or decision of such Governmental Authority to assist in obtaining or
retaining business or to secure an improper business advantage; or (z) where
such payment would constitute a bribe, kickback or illegal or improper payment
to assist the Company or any of its Subsidiaries in obtaining or retaining
business for, or with, or directing business to, any Person or in securing any
improper advantage.

(c) There have been no false or fictitious entries made in the books or
records of the Company or any of its Subsidiaries relating to any illegal
payment or secret or unrecorded fund and neither the Company nor any of its
Subsidiaries has established or maintained a secret or unrecorded fund.

Section 4.24. Customers, Suppliers.

(a) Between the Balance Sheet Date and the date of this Agreement, there has
not been (i) any material adverse change in the business relationship of the
Company or its Subsidiaries with any Major Customer, or (ii) any change in any
material term (including credit terms) of the sales agreements or related
arrangements with any Major Customer. During the three (3) years preceding the
date hereof, neither the Company nor any of its Subsidiaries has received any
written customer complaint concerning its products and services, nor has it had
any such products returned by a purchaser thereof, other than complaints seeking
repair or replacement made in the ordinary course of business that, individually
or in the aggregate, would not reasonably be expected to have a Company Material
Adverse Effect.

(b) Between the Balance Sheet Date and the date of this Agreement, there has
not been (i) any material adverse change in the business relationship of the
Company or its Subsidiaries with any Major Supplier, or (ii) any change in any
material term (including credit terms) of the supply agreements or related
arrangements with any Major Supplier.

Section 4.25. Finders153 Fees. Except for Rothschild, a copy of whose
engagement agreement (and all indemnification and other agreements related to
such engagement) has been made available to Parent, there is no investment
banker, broker, finder or other intermediary that has been retained by or is
authorized to act on behalf of the Company or any of its Subsidiaries, or any of
their respective officers or directors in their capacity as officers or
directors, who might be entitled to any banking, broker153s, finder153s or similar
fee or commission in connection with the Merger and the other transactions
contemplated by this Agreement.

Section 4.26. Opinion of Financial Advisor. The Company Board has
received from the Company153s financial advisor, Rothschild, an opinion, dated as
of the date of this Agreement, to the effect that, as of such date and based
upon and subject to the matters and limitations set forth therein, the Merger
Consideration to be received in the Merger by the holders of Company Common
Stock is fair, from a financial point of view, to such holders. A signed copy of
such opinion has been delivered to Parent as of the date hereof for information
purposes only.

Section 4.27. Antitakeover Statute; Rights Plan. The Company and the
Company Board has taken all action necessary to exempt the Merger, this
Agreement, the Voting Agreements and the other transactions contemplated hereby
or thereby from the restrictions on business combinations and voting
requirements contained in Section 203 of Delaware Law. No other

“control share acquisition,” “fair price,” “moratorium” or other antitakeover
Applicable Law applies to the Merger, this Agreement, the Voting Agreements or
any of the other transactions contemplated hereby or thereby. The Company has no
rights plan, “poison-pill” or other comparable agreement or arrangement designed
to have the effect of delaying, deferring or discouraging any Person from
acquiring control of the Company.

Section 4.28. No Other Representations or Warranties. Except for the
representations and warranties contained in this Article 4, each of
Parent and Merger Subsidiary acknowledges that neither the Company nor any other
Person on behalf of the Company makes any other express or implied
representation or warranty with respect to the Company or any of its
Subsidiaries or any information provided to Parent or Merger Subsidiary with
respect to the Company or any of its Subsidiaries, in each case, in connection
with the transactions contemplated hereby.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Company that:

Section 5.01. Corporate Existence and Power. Each of Parent and
Merger Subsidiary is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all corporate
powers required to carry on its business as now conducted. Since the date of its
incorporation, Merger Subsidiary (including any transferee or assignee of Merger
Subsidiary pursuant to Section 9.05(b) prior to the Closing) has not engaged in
any activities other than in connection with or as contemplated by this
Agreement.

Section 5.02. Corporate Authorization. Each of Parent and Merger
Subsidiary has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery by Parent and Merger Subsidiary of this Agreement and the
consummation by Parent and Merger Subsidiary of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Parent and Merger Subsidiary. This Agreement constitutes a valid and binding
agreement of each of Parent and Merger Subsidiary, enforceable against each such
Person in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, moratorium and other similar Applicable Law
affecting creditors153 rights generally and by general principles of equity.

Section 5.03. Governmental Authorization. The execution, delivery
and performance by Parent and Merger Subsidiary of this Agreement and the
consummation by Parent and Merger Subsidiary of the transactions contemplated
hereby require no action by or in respect of, or filing with, any Governmental
Authority, other than (i) the filing of the Certificate of Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which Parent is qualified to do business, (ii)
compliance with any applicable requirements of the Foreign Competition Laws,
(iii) compliance with any applicable requirements of the Securities Act, the
Exchange Act and any other U.S. state or federal securities laws, and (iv) any
actions or filings the absence of which would not reasonably be

expected to prevent, materially delay or materially impair Parent153s ability
to consummate the Merger and the other transactions contemplated by this
Agreement.

Section 5.04. Non-contravention. The execution, delivery and
performance by Parent and Merger Subsidiary of this Agreement and the
consummation by Parent and Merger Subsidiary of the transactions contemplated
hereby do not and will not (with or without notice or lapse of time, or both)
(i) contravene, conflict with, or result in any violation or breach of any
provision of the certificate of incorporation or bylaws of Parent or the
certificate of incorporation and bylaws of Merger Subsidiary, (ii) assuming
compliance with the matters referred to in Section 5.03, contravene,
conflict with or result in a violation or breach of any provision of any
Applicable Law or Order, or (iii) require any consent or approval under,
violate, conflict with, result in any breach of or any loss of any benefit
under, or constitute a change of control or default under, or result in
termination or give to others any right of termination, vesting, amendment,
acceleration or cancellation of any Contract to which Parent, Merger Subsidiary
or any other Subsidiary of Parent is a party, or by which they or any of their
respective properties or assets may be bound or affected, with such exceptions,
in the case of each of clauses (ii) and (iii) above, as would not reasonably be
expected to prevent, materially delay or materially impair the ability of Parent
and Merger Subsidiary to consummate the transactions contemplated by this
Agreement.

Section 5.05. Disclosure Documents. None of the information provided
by Parent specifically for inclusion in the Proxy Statement or any amendment or
supplement thereto, at the time the Proxy Statement or any amendment or
supplement thereto is first mailed to stockholders of the Company and at the
time of the Stockholder Meeting, will contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading.

Section 5.06. Litigation. As of the date hereof, there is no
Proceeding pending against or, to the knowledge of Parent, threatened against or
affecting, Parent or any of its Subsidiaries that would reasonably be expected
to prevent, materially delay or materially impair Parent153s or Merger
Subsidiary153s ability to consummate the transactions contemplated by this
Agreement. Neither Parent nor any of its Subsidiaries is subject to any Order
that would, individually or in the aggregate, reasonably be expected to prevent,
materially delay or materially impair Parent153s or Merger Subsidiary153s ability to
consummate the transactions contemplated by this Agreement.

Section 5.07. Financing. Parent and Merger Subsidiary will have on
the Closing Date sufficient funds available to them in cash or under existing
credit lines to finance the payment of the Merger Consideration as contemplated
by this Agreement and to otherwise perform their obligations hereunder.

Section 5.08. Finders153 Fees. There is no investment banker, broker,
finder or other intermediary that has been retained by or is authorized to act
on behalf of Parent or Merger Subsidiary or any of their Subsidiaries or any of
their respective officers or directors in their capacity as officers or
directors, who might be entitled to any banking, broker153s, finder153s or similar
fee or commission in connection with the Merger and the other transactions
contemplated by this Agreement.

Section 5.09. Ownership of Company Common Stock. Except as
contemplated by this Agreement or the Voting Agreements, (i) neither Parent nor
Merger Subsidiary beneficially owns (within the meaning of Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder) or will prior
to the Effective Time beneficially own, any shares of Company Common Stock, and
(ii) neither Parent nor Merger Subsidiary is a party, or will prior to the
Closing Date become a party, to any Contract, arrangement or understanding for
the purpose of acquiring, holding, voting or disposing of any shares of Company
Common Stock.

Section 5.10. No Other Representations or Warranties. Except for the
representations and warranties contained in this Article 5, the Company
acknowledges that neither Parent or Merger Subsidiary nor any other Person on
behalf of Parent or Merger Subsidiary makes any other express or implied
representation or warranty with respect to Parent or Merger Subsidiary or any of
their Subsidiaries or any information provided to the Company with respect to
Parent or Merger Subsidiary or any of their Subsidiaries, in each case, in
connection with the transactions contemplated hereby.

ARTICLE 6

COVENANTS

Section 6.01. Conduct of the Company. Except (i) as expressly
permitted or contemplated by this Agreement or the Spin-Off Agreements
(including matters relating to the consummation of the Spin-Off), (ii) as set
forth on Section 6.01 of the Company Disclosure Schedule, (iii) as
required by Applicable Law or (iv) to the extent that Parent shall otherwise
consent in writing, from the date of this Agreement until the earlier of the
Effective Time or the termination of this Agreement in accordance with its
terms, the Company shall, and shall cause each of its Subsidiaries to, conduct
its business in the ordinary course, consistent with past practice, and use its
commercially reasonable efforts to (a) preserve intact its Intellectual
Property, business organization and material assets, (b) keep available the
services of its directors, officers and employees, (c) maintain in effect all of
its Governmental Authorizations and (d) maintain satisfactory relationships with
customers, lenders, suppliers, licensors, licensees, distributors and others
having business relationships with the Company, provided, that, notwithstanding
the foregoing, the provisions of this Section 6.01 shall not apply to the
Spin-Off Subsidiary, any Subsidiary of the Spin-Off Subsidiary, the Pageflex
Business or the Bolt Business to the extent that any actions or omissions
specified in this Section 6.01 are required in order for the Company to
comply with its obligations under the Spin-Off Agreements. Without limiting the
generality of the foregoing, except (A) as expressly permitted or contemplated
by this Agreement or the Spin-Off Agreements (including matters relating to the
consummation of the Spin-Off), (B) as set forth on Section 6.01 of the
Company Disclosure Schedule, or (C) as required by Applicable Law, from the date
of this Agreement until the earlier of the Effective Time or the termination of
this Agreement in accordance with its terms, the Company shall not, nor shall it
permit any of its Subsidiaries to, do any of the following without the prior
written consent of Parent:

(a) amend the Company153s certificate of incorporation, bylaws or other
comparable charter or organizational documents of the Company153s Subsidiaries
(whether by merger, consolidation or otherwise);

(b) (i) declare, set aside or pay any dividends on, or make any other
distributions (whether in cash, stock, property or otherwise) in respect of, or
enter into any agreement (other than the Voting Agreements) with respect to the
voting of, any capital stock of the Company or any of its Subsidiaries, other
than dividends and distributions by a direct or indirect wholly-owned Subsidiary
of the Company to its parent (except distributions resulting from the vesting or
exercise of Company Compensatory Awards), (ii) split, combine or reclassify any
capital stock of the Company or any of its Subsidiaries, (iii) except as
otherwise provided in Section 6.01(c) below, issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
for, shares of capital stock of the Company or any of its Subsidiaries, (iv)
purchase, redeem or otherwise acquire any Company Securities or Company
Subsidiary Securities, except for acquisitions of Company Common Stock by the
Company in satisfaction by holders of Company Compensatory Awards of the
applicable exercise price and/or withholding taxes, or (v) take any action that
would result in any amendment, modification or change of any term of any
Indebtedness of the Company or any of its Subsidiaries;

(c) (i) issue, deliver, sell, grant, pledge, transfer, subject to any Lien or
otherwise encumber or dispose of any Company Securities or Company Subsidiary
Securities, other than the issuance of (x) Company Stock Options and Company
Restricted Stock Awards covering an aggregate of up to 90,500 shares of Company
Common Stock in accordance with the terms of the applicable Company Stock Plan
and form of grant agreement, each in the form previously made available to
Parent, and (y) shares of Company Common Stock upon the exercise of Company
Stock Options that are outstanding on the date of this Agreement (in accordance
with the applicable equity award153s terms as in effect on the date of this
Agreement) or upon the exercise of Company Stock Options that are issued
subsequent to the date of this Agreement to the extent expressly permitted
herein (in accordance with the applicable equity award153s terms as in effect on
the date of grant), or (ii) amend any term of any Company Security or any
Company Subsidiary Security (in each case, whether by merger, consolidation or
otherwise);

(d) adopt a plan or agreement of, or resolutions providing for or
authorizing, complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other reorganization, each
with respect to the Company or any of its Subsidiaries;

(e) make any capital expenditures or incur any obligations or liabilities in
respect thereof in excess of $50,000 in the aggregate in any fiscal quarter;

(f) acquire (i) any business, assets or capital stock of any Person or
division thereof, whether in whole or in part (and whether by purchase of stock,
purchase of assets, merger, consolidation, or otherwise), or (ii) any other
material assets (other than assets acquired in the ordinary course of business
consistent with past practice);

(g) sell, lease, license, pledge, transfer, subject to any Lien or otherwise
dispose of any of its Intellectual Property, material assets or material
properties except (i) pursuant to existing Contracts or commitments, (ii) sales
of inventory or used equipment in the ordinary course of business consistent
with past practice, (iii) Permitted Liens or (iv) pursuant to and in accordance
with the Spin-Off Agreements;

(h) except as required by Applicable Law or agreements, plans or arrangements
existing on the date hereof and set forth in Section 6.01(h) of the
Company Disclosure Schedule, (i) hire any new employee to whom a written offer
of employment has not previously been offered and accepted prior to the date of
this Agreement or, after the date of this Agreement, extend any new offers of
employment with the Company or any of its Subsidiaries to any individual, (ii)
grant to any current or former director, officer, employee or consultant of the
Company or any of its Subsidiaries any (A) increase in compensation, (B) bonus
or (C) benefits in addition to those pursuant to arrangements in effect on the
date hereof, (iii) grant to any current or former director, officer, employee or
consultant of the Company or any of its Subsidiaries any severance or
termination pay or benefits or any increase in severance, change of control or
termination pay or benefits, (iv) establish, adopt, enter into or amend any
Company Employee Plan or collective bargaining agreement, in each case except as
required by Applicable Law, (v) take any action to amend or waive any
performance or vesting criteria or accelerate any rights or benefits or take any
action to fund or in any other way secure the payment of compensation or
benefits under any Company Employee Plan except to the extent required pursuant
to the terms thereof, this Agreement or Applicable Law, or (vi) make any Person
a beneficiary of any retention or severance plan, agreement or other arrangement
under which such Person is not as of the date of this Agreement a beneficiary
which would entitle such Person to vesting, acceleration or any other right as a
consequence of consummation of the transactions contemplated by this Agreement
and/or termination of employment;

(i) (A) write-down any of its material assets, including any capitalized
inventory or Company IP, or (B) make any change in any method of financial
accounting principles, method or practices, in each case except for any such
change required by GAAP or Applicable Law, including Regulation S-X under the
Exchange Act (in each case following consultation with the Company153s independent
auditor);

(j) (A) repurchase, prepay or incur any Indebtedness, including by way of a
guarantee or an issuance or sale of debt securities, or issue or sell options,
warrants, calls or other rights to acquire any debt securities of the Company or
any of its Subsidiaries, enter into any “keep well” or other Contract to
maintain any financial statement or similar condition of another person or enter
into any arrangement having the economic effect of any of the foregoing (other
than (i) in connection with the financing of ordinary course trade payables
consistent with past practice or (ii) accounts payable in the ordinary course of
business consistent with past practice), or (B) make any loans, advances or
capital contributions to, or investments in, any other Person (other than (i) to
the Company or any of its Subsidiaries or (ii) accounts receivable and
extensions of credit in the ordinary course of business, and advances in
expenses to employees, in each case in the ordinary course of business
consistent with past practice);

(k) agree to any exclusivity, non-competition, most favored nation, or
similar provision or covenant restricting the Company or any of its Subsidiaries
from competing in any line of business or with any Person or in any area or
engaging in any activity or business (including with respect to the development,
manufacture, marketing or distribution of their respective products or
services), or pursuant to which any benefit or right would be required to be
given or lost as a result of so competing or engaging, or which would have any
such effect on Parent or any of its Subsidiaries after the consummation of the
Merger or the Closing Date;

(l) enter into any Contract, or relinquish, terminate or modify any Contract
(including any of the Spin-Off Agreements) or other right, in any individual
case with an annual value in excess of $10,000 or with a value over the life of
the Contract in excess of $25,000, other than (i) entering into software license
agreements where the Company or any of its Subsidiaries is the licensor in the
ordinary course of business consistent with past practice, (ii) entering into
service or maintenance contracts in the ordinary course of business consistent
with past practice pursuant to which the Company or any of its Subsidiaries is
providing services to customers, (iii) entering into non-exclusive distribution,
marketing, reselling or consulting agreements in the ordinary course of business
consistent with past practice that provide for distribution of a Company Product
by a third party, or (iv) entering into non-exclusive OEM agreements in the
ordinary course of business consistent with past practice that are terminable
without penalty within twelve months; notwithstanding anything in this Agreement
to the contrary, in no event shall the Company or any of its Subsidiaries engage
in methods of distribution of Company Products that have not been engaged in by
the Company in the ordinary course of business consistent with past practice;

(m) (i) make or change any material Tax election, (ii) change any method of
Tax accounting, (iii) file any amended Tax Return with respect to any material
Tax or file any claim for Tax refunds, (iv) enter into any settlement or
compromise of any material Tax liability, (v) enter into any closing agreement
relating to any material Tax, or (vi) surrender any right to claim a material
Tax refund;

(n) (i) institute, pay, discharge, compromise, settle or satisfy (or agree to
do any of the preceding with respect to) any claims, liabilities or obligations
(whether absolute, accrued, asserted or unasserted, contingent or otherwise), in
excess of $10,000 in any individual case, other than (x) as required by their
terms as in effect on the date of this Agreement, (y) claims, liabilities or
obligations reserved against on the Company Balance Sheet (for amounts not in
excess of such reserves), or (z) incurred since the date of such financial
statements in the ordinary course of business consistent with past practice,
provided that, in the case of each of (x), (y) or (z), the payment,
discharge, settlement or satisfaction of such claim, liability or obligation
does not include any material obligation (other than the payment of money) to be
performed by the Company or any of its Subsidiaries following the Closing Date,
(ii) waive, relinquish, release, grant, transfer or assign any right with a
value of more than $10,000 in any individual case except in the ordinary course
of business consistent with past practice, or (iii) waive any material benefits
of, or agree to modify in any adverse respect, or fail to enforce, or consent to
any matter with respect to which its consent is required under, any
confidentiality, standstill or similar Contract to which the Company or any of
its Subsidiaries is a party;

(o) engage in (i) any trade loading practices or any other promotional sales
or discount activity with any customers or distributors with any intent of
accelerating to prior fiscal quarters (including the current fiscal quarter)
sales to the trade or otherwise that would otherwise be expected (based on past
practice) to occur in subsequent fiscal quarters, (ii) any practice which would
have the effect of accelerating to prior fiscal quarters (including the current
fiscal quarter) collections of receivables that would otherwise be expected
(based on past practice) to be made in subsequent fiscal quarters, (iii) any
practice which would have the effect of postponing to subsequent fiscal quarters
payments by the Company or any of its Subsidiaries that would otherwise be
expected (based on past practice) to be made in prior fiscal quarters (including
the

current fiscal quarter) or (iv) any other promotional sales or discount
activity, in each case in clauses (i) through (iv) in a manner outside the
ordinary course of business consistent with past practices; or

(p) authorize, commit or agree to take any of the foregoing actions.

Section 6.02. Stockholder Meeting; Board Recommendation; Proxy Materials;
Spin-Off.

(a) The Company shall establish a record date for, duly call, give notice of,
convene and hold a meeting of its stockholders (the “Stockholder
Meeting“) as promptly as reasonably practicable after the date hereof
or the date the SEC indicates that it has no further comments on the Proxy
Statement, for the purpose of voting on the matters requiring Stockholder
Approval; provided, that (i) if the Company is unable to obtain a
quorum of its stockholders at such time, the Company may adjourn or postpone the
date of the Stockholder Meeting by no more than five (5) Business Days and the
Company shall use its reasonable best efforts during such five (5) Business Day
period to obtain such a quorum as soon as practicable, and (ii) the Company may
delay, adjourn or postpone the Stockholder Meeting to the extent (and only to
the extent) the Company reasonably determines that such delay, adjournment or
postponement is required to comply with any comments made by the SEC with
respect to the Proxy Statement. Unless the Company Board shall have effected an
Adverse Recommendation Change in accordance with Section 6.03, the
Company Board shall make the Board Recommendation and use its reasonable best
efforts to obtain the Stockholder Approval, and the Company shall otherwise
comply with all Applicable Laws applicable to the Stockholder Meeting. Without
limiting the generality of the foregoing, unless this Agreement is terminated in
accordance with Section 8.01, the Company shall establish a record date
for, call, give notice of, convene and hold the Stockholder Meeting and the
matters constituting the Stockholder Approval shall be submitted to the
Company153s stockholders at the Stockholder Meeting whether or not (A) an Adverse
Recommendation Change shall have occurred or (B) any Acquisition Proposal or
Superior Proposal shall have been publicly proposed or announced or otherwise
submitted to the Company or any of its Representatives. Unless this Agreement is
terminated in accordance with Section 8.01, the Company agrees that it
shall not submit to the vote of the stockholders of the Company any Acquisition
Proposal (whether or not a Superior Proposal) prior to the vote of the Company153s
stockholders with respect to the Merger at the Stockholder Meeting. The notice
of such Stockholder Meeting shall state that a resolution to approve and adopt
this Agreement and the Merger will be considered at the Stockholder Meeting, and
no other matters shall be considered or voted upon at the Stockholder Meeting
without Parent153s prior written consent.

(b) Except to the extent expressly permitted by Section 6.03(d): (i)
the Company Board shall unanimously recommend that the Company153s stockholders
vote in favor of the adoption and approval of this Agreement and approval of the
Merger (the “Board Recommendation“) at the Stockholder Meeting,
and (ii) the Proxy Statement shall include the Board Recommendation.

(c) As promptly as practicable after the date hereof, the Company shall
prepare and file with the SEC the Proxy Statement (but in no event later than
thirty (30) calendar days after the date of this Agreement) and as soon as
practicable thereafter use its reasonable best efforts to mail to its
stockholders the Proxy Statement (but in no event later than five (5) Business
Days following clearance of the Proxy Statement by the SEC) and all other proxy
materials for the

Stockholder Meeting, and if necessary in order to comply with Applicable Law,
after the Proxy Statement shall have been so mailed, promptly circulate amended,
supplemental or supplemented proxy material, and, if required in connection
therewith, re-solicit proxies. Parent and Merger Subsidiary shall cooperate with
the Company in connection with the preparation and filing of the Proxy Statement
and the resolution of any comments thereto from the SEC, including furnishing
the Company upon request all information as the Company may reasonably request
in connection with the preparation and filing with the SEC of the Proxy
Statement and any supplement or amendment thereto. Parent and its counsel shall
be given a reasonable opportunity to review and comment on the Proxy Statement
before such document (or any amendment or supplement thereto) is filed with the
SEC, and the Company shall include in such document any comments reasonably
proposed by Parent and its counsel. The Company shall (i) as promptly as
practicable after receipt thereof, provide Parent and its counsel with copies of
any written comments, and advise Parent and its counsel of any oral comments,
with respect to the Proxy Statement (or any amendment or supplement thereto)
received from the SEC or its staff, (ii) provide Parent and its counsel a
reasonable opportunity to review the Company153s proposed response to such
comments, (iii) include in the Company153s written response to such comments any
comments reasonably proposed by Parent and its counsel, and (iv) provide Parent
and its counsel a reasonable opportunity to participate in any discussions or
meetings with the SEC.

(d) Unless Parent otherwise consents in writing, the Company shall execute
the Spin-Off Agreements in the form and substance delivered to Parent on or
before the date of this Agreement, shall consummate the Spin-Off in accordance
with the terms of the Spin-Off Agreements as so delivered to Parent, and shall
use its reasonable best efforts to complete the Spin-Off as promptly as
practicable.

Section 6.03. No Solicitation.

(a) From the date of this Agreement until the earlier of the Effective Time
and the termination of this Agreement in accordance with its terms, neither the
Company nor any of its Subsidiaries shall, nor shall the Company or any of its
Subsidiaries authorize or permit any of its or their Representatives to, and the
Company shall instruct, and cause each applicable Subsidiary, if any, to
instruct, each such Representative not to, directly or indirectly, solicit,
initiate or knowingly facilitate or knowingly encourage the submission of any
Acquisition Proposal or the making of any inquiry, offer or proposal that could
reasonably be expected to lead to any Acquisition Proposal, or, subject to
Section 6.03(b), (i) conduct or engage in any discussions or negotiations
with, disclose any non-public information relating to the Company or any of its
Subsidiaries to, afford access to the business, properties, assets, books or
records of the Company or any of its Subsidiaries to or otherwise cooperate in
any way, or knowingly assist, participate in, knowingly facilitate or knowingly
encourage any effort by, any Third Party that is seeking to make, or has made,
any Acquisition Proposal, (ii) (A) amend or grant any waiver or release under
any standstill or similar agreement with respect to any class of equity
securities of the Company or any of its Subsidiaries or (B) approve any
transaction under, or any Third Party becoming an “interested stockholder”
under, Section 203 of Delaware Law, (iii) enter into any agreement in principle,
letter of intent, term sheet, acquisition agreement, merger agreement, option
agreement, joint venture agreement, partnership agreement or other Contract
relating to any Acquisition Proposal or enter into any agreement or agreement in
principle requiring the

Company to abandon, terminate or fail to consummate the transactions
contemplated hereby or breach its obligations hereunder (an
“Acquisition Agreement“), or (iv) resolve, propose or agree to
do any of the foregoing. Without limiting the foregoing, it is understood that
any violation of the foregoing restrictions by any Subsidiary of the Company or
Representatives of the Company or any of its Subsidiaries shall be deemed to be
a breach of this Section 6.03 by the Company. The Company shall, and
shall cause its Subsidiaries and its and their respective Representatives to
cease immediately and cause to be terminated, and shall not authorize or
knowingly permit any of its or their Representatives to continue, any and all
existing activities, discussions or negotiations, if any, with any Third Party
conducted prior to the date hereof with respect to any Acquisition Proposal and
shall use its reasonable best efforts to cause any such Third Party (or its
agents or advisors) in possession of non-public information in respect of the
Company or any of its Subsidiaries that was furnished by or on behalf of the
Company and its Subsidiaries to return or destroy (and confirm destruction of)
all such information.

(b) Notwithstanding the foregoing provisions of Section 6.03(a), prior
to the Stockholder Approval, the Company Board, directly or indirectly through
any Representative, may (i) engage in negotiations or discussions with any Third
Party that has made (and not withdrawn) a bona fide unsolicited Acquisition
Proposal in writing after the date of this Agreement, that did not result from
or arise out of a breach of this Section 6.03, and that the Company Board
believes in good faith, after consultation with its outside legal counsel and
financial advisor of nationally recognized reputation, constitutes or would
reasonably be expected to result in a Superior Proposal, and (ii) thereafter
furnish to such Third Party non-public information relating to the Company or
any of its Subsidiaries pursuant to an executed confidentiality agreement with
terms no less favorable to the Company than those contained in the
Confidentiality Agreement (including with regard to any standstill provisions
thereof) and containing additional provisions that expressly permit the Company
to comply with the terms of this Section 6.03 (a copy of which
confidentiality agreement shall be promptly and in any event with 24 hours
provided for informational purposes only to Parent), but in each case under the
preceding clauses (i) and (ii), only if the Company Board determines in good
faith, after consultation with outside legal counsel to the Company Board, that
the failure to take such action would be a breach of its fiduciary duties under
Applicable Law.

(c) The Company Board shall not take any of the actions referred to in
clauses (i) or (ii) of Section 6.03(b), unless the Company shall have
notified Parent in writing at least two (2) Business Days before taking such
action that it intends to take such action. The Company shall notify Parent
promptly (but in no event later than 24 hours) after it obtains knowledge of the
receipt by the Company (or any of its Representatives) of any Acquisition
Proposal, any inquiry, offer or proposal that would reasonably be expected to
lead to an Acquisition Proposal, or any request for non-public information
relating to the Company or any of its Subsidiaries or for access to the
business, properties, assets, books or records of the Company or any of its
Subsidiaries by any Third Party. In such notice, the Company shall identify the
Third Party making, and the material terms and conditions of, any such
Acquisition Proposal, indication, offer, proposal or request. The Company shall
keep Parent reasonably informed, on a prompt basis, of the status and material
terms of any such Acquisition Proposal, indication or request, including any
material amendments or proposed amendments as to price and other material terms
thereof. The Company shall provide Parent with at least 48 hours prior notice of
any meeting of the Company Board at which the Company Board is reasonably
expected to consider any

Acquisition Proposal. The Company shall promptly provide Parent with any
non-public information concerning the Company153s business, present or future
performance, financial condition or results of operations, provided to any Third
Party that was not previously provided to Parent.

(d) Neither the Company Board nor any committee thereof shall (i) fail to
make, withdraw, amend or modify, or publicly propose to withhold, withdraw,
amend or modify, in a manner adverse to Parent or Merger Subsidiary, the Board
Recommendation, (ii) approve, endorse, adopt or recommend, or publicly propose
to approve, endorse, adopt or recommend, any Acquisition Proposal or Superior
Proposal, (iii) fail to recommend against acceptance of any tender offer or
exchange offer for the Company Common Stock within ten (10) Business Days after
the commencement of such offer, (iv) make any public statement inconsistent with
the Board Recommendation or (v) resolve or agree to take any of the foregoing
actions (any of the foregoing, an “Adverse Recommendation
Change“). Notwithstanding anything in this Agreement to the contrary,
at any time prior to the Stockholder Approval, the Company Board, following
receipt of and on account of an Acquisition Proposal that the Company Board is
prepared to determine constitutes a Superior Proposal, may make an Adverse
Recommendation Change and shall, in connection therewith, terminate this
Agreement pursuant to Section 8.01(d)(i), but only if the Company Board
determines in good faith, after consultation with outside legal counsel to the
Company Board, that the failure to take such action would be a breach of its
fiduciary duties under Applicable Law; provided, however, that the
Company Board shall not take such action unless (i) the Company provides Parent,
in writing, with at least five (5) Business Days prior notice (the
“Notice Period“) of its intention to take such action with
respect to a Superior Proposal, (ii) the Company attaches to such notice the
most current version of the proposed agreement or a detailed summary of all
material terms of any such Superior Proposal (which version or summary shall be
updated on a reasonably prompt basis if the material terms of such Superior
Proposal change in any respect) and the identity of the Third Party making the
Superior Proposal, (iii) the Company shall, and shall cause its financial and
legal advisors to, during the Notice Period, negotiate with Parent in good faith
to make such adjustments in the terms and conditions of this Agreement so that
such Acquisition Proposal ceases to constitute a Superior Proposal, if Parent,
in its discretion, proposes to make such adjustments; it being agreed that in
the event that, after commencement of the Notice Period, there is any material
revision to the terms of such Superior Proposal, including any revision in
price, the Notice Period shall be extended, if applicable, to ensure that at
least three (3) Business Days remain in the Notice Period subsequent to the time
the Company notifies Parent of any such material revision (it being understood
that there may be multiple extensions); and (iv) Parent does not make, within
the Notice Period, an offer that is determined by the Company Board in good
faith, after consulting with its outside counsel and financial advisor of
nationally recognized reputation, to be at least as favorable to the
stockholders of the Company as such Superior Proposal.

(e) Nothing contained in this Section 6.03 shall prevent the Company
Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act
with regard to an Acquisition Proposal; provided that any such
disclosure (other than a “stop, look and listen” communication or similar
communication of the type contemplated by Section 14d-9(f) under the Exchange
Act) shall be deemed to be a Adverse Recommendation Change unless the

Company Board expressly publicly reaffirms its Board Recommendation (x) in
such communication or (y) within two (2) Business Days after requested to do so
by Parent.

Section 6.04. Access to Information. From the date hereof until the
earlier of the Effective Time and the termination of this Agreement in
accordance with its terms, the Company shall, upon reasonable notice, (i) give
to Parent and its Representatives reasonable access to the offices, properties,
books, records, Contracts, Governmental Authorizations, documents, directors,
officers and employees of the Company and its Subsidiaries, (ii) furnish to
Parent and its Representatives such financial, Tax and operating data and other
information as such Persons may reasonably request (including the work papers of
PricewaterhouseCoopers LLP upon receipt of any required consent from
PricewaterhouseCoopers LLP), and (iii) instruct its Representatives to cooperate
with Parent and its Representatives in its investigation; provided,
however, that (A) the Company may restrict the foregoing access to the
extent that any Applicable Law requires the Company to restrict or prohibit
access to any such properties or information, or (B) Parent and Merger
Subsidiary and their respective Representatives shall not have access to such
information the disclosure of which would, based on the advice of legal counsel,
result in the loss of attorney-client privilege with respect to such
information. Any investigation pursuant to this Section 6.04 shall be
conducted in such manner as not to interfere unreasonably with the conduct of
the business of the Company and its Subsidiaries. All information obtained
pursuant to this Section 6.04 shall continue to be governed by the
Confidentiality Agreement.

Section 6.05. Notice of Certain Events.

(a) In connection with the continuing operation of the business of the
Company and its Subsidiaries between the date of this Agreement and the
Effective Time, subject to Applicable Law, the executive officers of the Company
shall consult in good faith on a regular basis with Parent to report material
(individually or in the aggregate) operational developments, the status of
relationships with customers, resellers, partners, suppliers, licensors,
licensees, distributors and others having material business relationships with
the Company, the status of ongoing operations and other matters reasonably
requested by Parent pursuant to procedures reasonably requested by Parent;
provided that no such consultation shall affect the representations, warranties,
covenants, agreements or obligations of the parties (or remedies with respect
thereto) or the conditions to the obligations of the parties under this
Agreement.

(b) From the date hereof until the earlier of the Effective Time or the
termination of this Agreement in accordance with its terms, the Company shall
promptly notify Parent of:

(i) any notice or other communication from any Person alleging that the
consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement;

(ii) any notice or other communication from any Governmental Authority in
connection with the transactions contemplated by this Agreement;

(iii) any Proceeding commenced or, to the Knowledge of the Company,
threatened against, relating to or involving or otherwise affecting the Company
or any of its Subsidiaries, as the case may be, that, if pending on the date of
this Agreement, would

have been required to have been disclosed pursuant to Sections 4.12,
4.13, 4.15, or 4.16, as the case may be, or that relates to
the consummation of the transactions contemplated by this Agreement or any
Proceeding involving stockholder litigation or claims against the Company, any
of its Subsidiaries or their respective officers, directors or employees
relating to this Agreement, the Merger, the Spin-Off or the transactions
contemplated hereby;

(iv) any notice or other communication from any Major Customer or Major
Supplier that such Major Customer or Major Supplier is terminating its
relationship with the Company or any of its Subsidiaries as a result of the
transactions contemplated by this Agreement; and

(v) any inaccuracy of any representation or warranty or breach of covenant or
agreement contained in this Agreement at any time during the term hereof that
could reasonably be expected to cause the conditions set forth in Section
7.02 not to be satisfied.

Except as permitted by Section 6.01(n), no settlement in connection
with any Proceeding referred to in clause (iii) above shall be agreed to without
Parent153s prior written consent.

Section 6.06. Employee Benefits Matters. In connection with the
Spin-Off, but in any event prior to the Effective Time, the Company shall assign
to the Spin-Off Subsidiary, without recourse, and the Spin-Off Subsidiary shall
assume, all of the Company153s rights and obligations as sponsor of each of the
Company Employee Plans set forth in Section 6.06 of the Company
Disclosure Schedule, and each such Company Employee Plan shall be amended to
provide that, effective as of the Effective Time, no employee or former employee
of the Company (except for an employee whose employment is transferred to the
Spin-Off Subsidiary or one of its Subsidiaries in connection with the Spin-Off),
and no dependent or beneficiary of any such employee (collectively, the
“Surviving Corporation Employees“), shall have any rights with
respect to any such Company Employee Plan, except for the rights of a terminated
employee, or as otherwise provided in this Section 6.06 or in Section
6.07. After the Effective Time, Parent or the Surviving Corporation shall
provide the Surviving Corporation Employees with employee benefits that are
substantially comparable in the aggregate to those employee benefits provided to
similarly situated employees of Parent or the Surviving Corporation (as
applicable). The Surviving Corporation or Parent shall provide that all
Surviving Corporation Employees shall receive credit in all employee benefit
plans sponsored by Parent in which they are eligible to participate (including
any 401(k) plan) for their service with the Company for all purposes of
eligibility for and vesting of benefits, but not for purposes of benefit
accrual. For purposes of the continuation coverage requirements of Section 601
et seq. of ERISA and Section 4980B of the Code, it is agreed that a group health
plan sponsored by Parent, or a member of its controlled group, shall be
responsible for providing continuation coverage for all M&A qualified
beneficiaries, as defined by Treas. Reg. §54.4980B-9, with respect to the
Merger, except for employees of the Spin-Off Subsidiary, or its Subsidiaries,
immediately following the Spin-Off. The Spin-Off Subsidiary and the Company may
enter into a separate agreement consistent with the provisions of this
Section 6.06 and Section 6.07, providing in more detail for the
matters described herein. Nothing herein or in Section 6.07, expressed or
implied shall confer upon any

employee any rights or remedies, including any right to employment, or
continued employment for any specified period, of any nature or kind whatsoever
under or by reason of this Agreement.

Section 6.07. 401(k) Plans. Immediately following transfer of the
sponsorship of the Bitstream Investment Plan and Trust (the “Company
401(k) Plan“) to the Spin-Off Subsidiary as provided in Section
6.06, the Company 401(k) Plan shall be amended to provide that, effective as
of the Effective Time, all Surviving Corporation Employees who participated in
the Company 401(k) Plan shall be fully vested in their accounts, shall be
treated as having incurred a termination of employment, and shall be entitled to
receive a distribution of their account balance in a lump sum. Each Surviving
Corporation Employee may elect to roll over his distribution from the Company
401(k) Plan to a defined contribution plan sponsored by Parent or a member of
its controlled group in a direct rollover in accordance with Code Section
401(a)(31), and to the extent any such Surviving Corporation Employee has an
outstanding loan from the Company 401(k) Plan, the distribution to such
Surviving Corporation Employee shall include the promissory note evidencing such
loan, and such promissory note may be included in such direct rollover.

Section 6.08. State Takeover Laws. If any “control share
acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law
becomes or is deemed to be applicable to the Company, Parent, Merger Subsidiary,
the Merger, the Voting Agreements or any other transaction contemplated by this
Agreement, then each of the Company, Parent, Merger Subsidiary, and their
respective Board of Directors shall grant such approvals and take such actions
as are necessary so that the transactions contemplated hereby may be consummated
as promptly as practicable on the terms contemplated hereby and otherwise act to
render such anti-takeover Applicable Law inapplicable to the foregoing.

Section 6.09. Obligations of Merger Subsidiary. Parent shall cause
Merger Subsidiary to perform its obligations under this Agreement and to
consummate the Merger on the terms and conditions set forth in this Agreement.

Section 6.10. Voting of Shares. Parent shall vote any shares of
Company Common Stock beneficially owned by it or any of its Subsidiaries in
favor of adoption of this Agreement at the Stockholder Meeting, and will vote or
cause to be voted the shares of Merger Subsidiary held by it or any of its
Subsidiaries, as the case may be, in favor of adoption of this Agreement.

Section 6.11. Director and Officer Liability.

(a) Prior to the Effective Time, Parent shall purchase an officer153s and
director153s liability insurance tail policy, which policy shall provide each
Person currently covered by the Company153s directors153 and officers153 liability
insurance policy with coverage for an aggregate period of six (6) years with at
least the same coverage and amounts and containing terms and conditions that are
not materially less advantageous in the aggregate to the directors and officers
of the Company and the Limited Company Subsidiaries with respect to claims
arising from facts or events that occurred at or before the Effective Time,
including, in respect of the transactions contemplated by this Agreement and the
Spin-Off Agreements; provided, however, that Parent shall not be
obligated to make an aggregate premium payment for such insurance to the extent
such aggregate premium exceeds 200% of the annual premium paid as of the date
hereof by the

Company for such insurance (such 200% amount, the “Base
Premium“); and provided further that, if the aggregate premium
for such insurance shall exceed the Base Premium, then Parent shall provide or
cause to be provided a policy for the applicable individuals with the best
coverage as shall then be available at an aggregate premium equal to the Base
Premium. The Surviving Corporation shall maintain such policies in full force
and effect for their full term, and continue to honor the obligations
thereunder.

(b) From and after the Effective Time through the sixth anniversary of the
Effective Time, the Surviving Corporation will, and Parent will cause the
Surviving Corporation and its Subsidiaries to, fulfill and honor in all respects
the obligations of the Company and the Limited Company Subsidiaries pursuant to:
(i) each indemnification agreement in effect between the Company or any of the
Limited Company Subsidiaries, on the one hand, and any person who is now, or has
been at any time prior to the date hereof, or who becomes prior to the Effective
Time, a director or officer of the Company or any of the Limited Company
Subsidiaries, on the other hand (the “Indemnified Parties“);
and (ii) any indemnification provision, advancement of expenses provision and
any exculpation provision set forth in the certificate of incorporation or
bylaws of the Company or any of the Limited Company Subsidiaries as in effect on
the date of this Agreement; provided that such obligations shall be
subject to any limitation imposed from time to time under Applicable Law.

(c) The obligations of Parent and the Surviving Corporation under this
Section 6.11 shall survive the consummation of the Merger and shall not
be terminated or modified thereafter in such a manner as to adversely affect any
Person to whom this Section 6.11 applies without the consent of such
affected Person (it being expressly agreed that the Persons to whom this
Section 6.11 applies shall be third party beneficiaries of this
Section 6.11, each of whom may enforce the provisions of this Section
6.11).

(d) If Parent, the Surviving Corporation or any of its successors or assigns
(i) consolidates with or merges into any other Person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially all of its properties and assets
to any Person, then, and in each such case, to the extent necessary, proper
provision shall be made so that the successors and assigns of Parent or the
Surviving Corporation, as the case may be, shall assume the obligations set
forth in this Section 6.11.

Section 6.12. Reasonable Best Efforts.

(a) Subject to the terms and conditions of this Agreement, the Company,
Parent and Merger Subsidiary shall use their reasonable best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable under Applicable Law or otherwise to consummate the transactions
contemplated by this Agreement, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from Governmental
Authorities and the making of all necessary registrations and filings (including
filings with Governmental Authorities, if any) and the taking of all reasonable
steps as may be necessary to obtain an approval or waiver from, or to avoid an
action or proceeding by, any Governmental Authorities, (ii) the delivery of
required notices to, and the obtaining of required consents or waivers from,
third parties, and (iii)

the execution and delivery of any additional instruments necessary to
consummate the Merger and to fully carry out the purposes of this Agreement.

(b) In furtherance and not in limitation of the undertakings pursuant to this
Section 6.12, each of Parent, Merger Subsidiary and the Company shall (i)
provide or cause to be provided as promptly as practicable to Governmental
Authorities with regulatory jurisdiction over enforcement of any Antitrust Laws
(each such Governmental Authority, a “Governmental Antitrust
Authority“) information and documents requested by any Governmental
Antitrust Authority or necessary, proper or advisable to permit consummation of
the transactions contemplated by this Agreement, including preparing and filing
any notification and report form and related material required under any
Antitrust Laws as promptly as practicable following the date of this Agreement
(but in no event more than fifteen (15) Business Days from the date hereof
except by mutual consent confirmed in writing) and thereafter to respond as
promptly as practicable to any request for additional information or documentary
material and any additional consents and filings under any Antitrust Laws; and
(ii) use their reasonable best efforts to take such actions as are necessary or
advisable to obtain prompt approval of consummation of the transactions
contemplated by this Agreement by any Governmental Authority.

(c) Notwithstanding anything to the contrary herein, nothing in this
Agreement shall require Parent or any of its Subsidiaries to, nor shall the
Company or any of its Subsidiaries without the prior written consent of Parent
agree or proffer to, divest, hold separate, or enter into any license or similar
agreement with respect to, or agree to restrict the ownership or operation of,
or agree to conduct or operate in a specified manner, any portion of the
business or assets of Parent, the Company or any of their respective
Subsidiaries. Notwithstanding anything to the contrary herein, in no event shall
Parent or any of its Subsidiaries be obligated to litigate or participate in the
litigation of any Proceeding, whether judicial or administrative, brought by any
Governmental Authority or appeal any Order (i) challenging or seeking to make
illegal, delay materially or otherwise directly or indirectly restrain or
prohibit the consummation of the Merger or the other transactions contemplated
by this Agreement or seeking to obtain from Parent or any of its Subsidiaries
any damages in connection therewith, or (ii) seeking to prohibit or limit in any
respect, or place any conditions on, the ownership or operation by the Company,
Parent or any of their respective Affiliates of all or any portion of the
business, assets or any product of the Company or any of its Subsidiaries or
Parent or any of its Subsidiaries or to require any such Person to dispose of,
license (whether pursuant to an exclusive or nonexclusive license) or enter into
a consent decree or hold separate all or any portion of the business, assets or
any product of the Company or any of its Subsidiaries or Parent or any of its
Subsidiaries, in each case as a result of or in connection with the Merger or
any of the other transactions contemplated by this Agreement. Without limiting
the generality of the foregoing, the Company shall give Parent the opportunity
to participate in the defense of any Proceeding against the Company and/or its
directors relating to the transactions contemplated by this Agreement and will
obtain the prior written consent of Parent prior to settling or satisfying any
such Proceeding.

(d) Subject to Applicable Law relating to the exchange of information, the
Company and Parent and their respective counsel shall (i) have the right to
review in advance, and to the extent practicable each shall consult the other
on, any filing made with, or written materials to be submitted to, any
Governmental Authority in connection with the transactions contemplated by this
Agreement, (ii) promptly inform each other of any communication (or other
correspondence

or memoranda) received from, or given to, any Governmental Antitrust
Authority and (iii) promptly furnish each other with copies of all
correspondence, filings and written communications between them or their
Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or
its respective staff, on the other hand, with respect to the transactions
contemplated by this Agreement. The Company and Parent shall, to the extent
practicable, provide the other party and its counsel with advance notice of and
the opportunity to participate in any discussion, telephone call or meeting with
any Governmental Authority in respect of any filing, investigation or other
inquiry in connection with the transactions contemplated by this Agreement and
to participate in the preparation for such discussion, telephone call or
meeting. Neither Parent nor the Company shall commit to or agree with any
Governmental Authority to stay, toll or extend any applicable waiting period
under applicable Foreign Competition Laws, without the prior written consent of
the other. The Company and Parent may, as each deems advisable and necessary,
reasonably designate any competitively sensitive material provided to the other
under this Section 6.12 as “Antitrust Counsel Only
Material“. Notwithstanding anything to the contrary in this Section
6.12, materials provided to the other party or its counsel may be redacted
to remove references concerning the valuation of the Company and its
Subsidiaries.

(e) Each of Parent and Merger Subsidiary agrees that, between the date of
this Agreement and the Closing Date, each of Parent and Merger Subsidiary shall
not, and shall ensure that none of its Subsidiaries or other Affiliates shall,
take any action or propose, announce an intention or agree, in writing or
otherwise, to take any action that would reasonably be expected to materially
delay or prevent the consummation of the transactions contemplated hereby.

Section 6.13. Certain Filings. The Company and Parent shall
cooperate with one another (i) in determining whether any action by or in
respect of, or filing with, any Governmental Authority is required, or any
actions, consents, approvals or waivers are required to be obtained from parties
to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement and (ii) in taking such reasonable
actions or making any such filings, furnishing information required in
connection therewith or with the Proxy Statement and seeking to timely obtain
any such actions, consents, approvals or waivers.

Section 6.14. Public Announcements. Parent and the Company shall
consult with each other before issuing any press release or making any other
public statement, or scheduling a press conference or conference call with
investors or analysts, with respect to this Agreement or the transactions
contemplated hereby and shall not issue any such press release or make any such
other public statement without the consent of the other party, which shall not
be unreasonably withheld or delayed, except as such release or announcement may
be required by Applicable Law or any listing agreement with or rule of any
national securities exchange or association upon which the securities of the
Company or Parent, as applicable, are listed, in which case the party required
to make the release or announcement shall consult with the other party about,
and allow the other party reasonable time (taking into account the
circumstances) to comment on, such release or announcement in advance of such
issuance, and the party will consider such comments in good faith.

Section 6.15. Further Assurances. At and after the Effective Time,
the officers and directors of the Surviving Corporation shall be authorized to
execute and deliver, in the name and on behalf of the Company or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Company or Merger Subsidiary, any other
actions and things to vest, perfect or confirm of record or otherwise in the
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger.

Section 6.16. Confidentiality. Parent and the Company hereby
acknowledge and agree to continue to be bound by the Confidentiality Agreement
dated as of March 18, 2011 by and between Parent and the Company (the
“Confidentiality Agreement“).

Section 6.17. Section 16 Matters. Prior to the Effective Time, the
Company may approve, in accordance with the procedures set forth in Rule 16b-3
promulgated under the Exchange Act and in accordance with the Interpretative
Letter dated January 12, 1999 issued by the SEC relating to Rule 16b-3, any
dispositions of equity securities of the Company (including derivative
securities with respect to equity securities of the Company) resulting from the
transactions contemplated by this Agreement by each officer or director of the
Company who is subject to Section 16 of the Exchange Act with respect to equity
securities of the Company.

Section 6.18. Certain Consents.

(a) Prior to the Effective Time, the Company shall obtain any and all
agreements, amendments, waivers, consents or other documents necessary, in
Parent153s sole discretion, in order to (i) amend, modify, assign or terminate the
Lease, such that neither the Company nor any Limited Company Subsidiary is a
party thereto, and (ii) permanently release and discharge the Company and each
Limited Company Subsidiary from any and all liabilities, obligations or other
Liens whatsoever, arising out of or relating to the Lease (collective, the
“Lease Consent“). For the avoidance of doubt, any and all
expenses, liabilities or other obligations arising out of or relating to the
Lease and the matters contemplated by this Section 6.18(a) shall be
included in the calculation of total liabilities for the purposes of the
determination of Net Asset Value and shall, notwithstanding anything herein to
the contrary, serve to reduce the Merger Consideration on a dollar for dollar
basis.

(b) The Company shall keep Parent reasonably informed, on a prompt basis, of
the status and terms of any negotiations or discussions relating to, and any
agreement, amendment, assignment, waiver, consent, Contract or other document to
be executed in connection with, the Lease Consent and the Lease. The Company
shall cooperate in good faith with Parent in connection with all matters
relating to, and arising out of, the Lease Consent and the Lease.

Section 6.19. Tax Matters.

(a) As promptly as practicable following the Distribution Date, but in no
event earlier than the close of business on the first complete trading day that
the shares of the Spin-Off Subsidiary are traded on any stock exchange or
quotation system (including over-the-counter trading), the Company shall prepare
in good faith and deliver to Parent the Company153s

calculation of the Spin-Off Taxes as of such date (the “Company153s Tax
Calculations“). The Company shall permit Parent and its Representatives
at all reasonable times and upon reasonable notice to review the Company153s
working papers relating to the Company153s Tax Calculation, as well as all of the
Company153s accounting books and records relating to such calculation, and the
Company shall make reasonably available its Representatives responsible for the
preparation of such calculations in order to respond to the reasonable inquiries
of Parent. Within three (3) Business Days after Parent153s receipt of the
Company153s Tax Calculations (unless earlier waived in writing by Parent), Parent
may object, in good faith, to such calculations by giving written notice to the
Company setting forth the basis for Parent153s dispute regarding some or all of
such calculations (the “Parent153s Tax Objection“). If Parent
does not object to all or any portion of the Company153s Tax Calculations within
such three–Business Day period (or earlier waives such
objection right in writing), then Parent shall be deemed to have conclusively
agreed with and shall be bound by the Company153s Tax Calculations.

(b) If Parent sends the Parent153s Tax Objection on a timely basis, then Parent
and the Company shall confer in good faith in an attempt to resolve the
differences. If, after three (3) Business Days, Parent and the Company cannot
agree, then the Firm shall review the Company153s Tax Calculations and the
Parent153s Tax Objection (as well as any other information requested by the Firm)
and make a final written determination of the Spin-Off Taxes, which
determination shall be conclusive and binding on Parent and the Company.
Notwithstanding the foregoing, in no event shall the Firm determine that the
Spin-Off Taxes are more than the amount set forth in the Parent153s Tax Objection
or less than the Spin-Off Taxes set forth in the Company153s Tax Calculations. The
determination of the Spin-Off Taxes by the Firm shall be made as promptly as
possible but not later than five (5) Business Days after the Firm153s engagement
(unless otherwise agreed to by the Firm, Parent and the Company). The Firm shall
act as an expert and not an arbiter. The fees and expenses of the Firm will be
equitably allocated by the Firm based on the relative accuracy of the parties153
positions relative to the final determination of the Spin-Off Taxes by the Firm.
For the avoidance of doubt, the determination of the Spin-Off Taxes in
accordance with this Section 6.19 shall not affect, modify, amend or
change in any way (i) the calculation of the Spin-Off Taxes for purposes of
determining Net Asset Value or the Merger Consideration pursuant to Section
2.03 or (ii) the obligations of the parties under the Tax Indemnity
Agreement.

ARTICLE 7

CONDITIONS TO THE MERGER

Section 7.01. Conditions to the Obligations of Each Party. The
obligation of each party hereto to consummate the Merger is subject to the
satisfaction, at or prior to the Closing, of the following conditions:

(a) the Stockholder Approval shall have been obtained;

(b) no Governmental Authority having jurisdiction over any party hereto shall
have issued any Order or other action that is in effect (whether temporary,
preliminary or permanent) restraining, enjoining or otherwise prohibiting the
consummation of the Merger and no

Applicable Law shall have been adopted that makes consummation of the Merger
illegal or otherwise prohibited;

(c) the applicable waiting period (and any extension thereof, subject to
Section 6.12(d)) applicable to the Merger under any Foreign Competition
Law set forth in Section 7.01(c) of the Company Disclosure Schedule shall
have expired or been terminated and any affirmative approval of a Governmental
Authority required under any Foreign Competition Law set forth in Section
7.01(c) of the Company Disclosure Schedule shall have been obtained;

(d) the amount of the Merger Consideration shall be final and binding on
Parent, Merger Subsidiary and the Company in accordance with Section 2.03
hereof; and

(e) the amount of the Spin-Off Taxes, determined in accordance with
Section 6.19, (i) shall be final and binding on Parent, Merger Subsidiary
and the Company, and (ii) shall not exceed the sum of (i) $1.0 million and (ii)
the amount of any reduction in Net Asset Value for Spin-Off Taxes.

Section 7.02. Conditions to the Obligations of Parent and Merger
Subsidiary. The obligation of Parent and Merger Subsidiary to consummate
the Merger is subject to the satisfaction, at or prior to Closing, of the
following conditions:

(a) (i) each of the Specified Company Representations shall be true and
correct in all material respects when made and as of the Closing Date as if made
at and as of such time (other than any Specified Company Representation that is
made only as of a specified date, which need only to be true in all material
respects as of such specified date), (ii) the Other Company Representations,
disregarding any materiality or Company Material Adverse Effect qualifications
contained therein, shall be true and correct when made and as of the Closing
Date as if made at and as of such time (other than any Other Company
Representations that are made only as of a specified date, which need only to be
true as of such specified date); provided that the Other Company
Representations as modified in clause (ii) shall be deemed true at any time
unless the individual or aggregate impact of the failure to be so true of the
Other Company Representations would have or reasonably be expected to have a
Company Material Adverse Effect, and (iii) Parent shall have received a
certificate signed on behalf of the Company by a senior executive officer of the
Company to the foregoing effect. Solely for the purposes of clause (i) above, if
one or more inaccuracies in the representations and warranties set forth in
Section 4.05 or Section 4.25 would cause the aggregate amount
required to be paid by Parent or Merger Subsidiary to effectuate the Merger,
indirectly acquire all of the outstanding Equity Interests in the Company
Subsidiaries, consummate the transactions contemplated hereby (including without
limitation the Merger) to be consummated on the Closing Date and pay all fees
and expenses in connection therewith, whether pursuant to Article 2 or
otherwise, to increase by $100,000 or more, such inaccuracy or inaccuracies will
be considered material for purposes of clause (i) of this Section
7.02(a);

(b) the Company shall have performed in all material respects its obligations
under the Agreement, and Parent shall have received a certificate signed on
behalf of the Company by a senior executive officer of the Company to the
foregoing effect;

(d) the Company shall have completed the Spin-Off;

(e) since the date of this Agreement there shall not have been any effect,
change, event or occurrence that has had or would reasonably be expected to have
a Company Material Adverse Effect; and

(f) (i) the Company shall have delivered a properly executed statement in a
form reasonably acceptable to Parent that the Company Securities do not
constitute “United States real property interests” under Section 897(c) of the
Code for purposes of satisfying Parent153s obligations under Treasury Regulations
Section 1.1445-2(c)(3), and (ii) simultaneously with delivery of the statement
described in clause (i), a form of notice to the Internal Revenue Service in
accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2)
in a form reasonably acceptable to Parent along with written authorization for
Parent to deliver such notice form to the Internal Revenue Service on behalf of
the Company upon the Closing.

Section 7.03. Conditions to the Obligations of the Company. The
obligation of the Company to consummate the Merger is subject to the
satisfaction, at or prior to Closing, of the following conditions:

(a) The representations and warranties of Parent and Merger Subsidiary set
forth in this Agreement shall be true and correct in all respects (disregarding
any materiality qualifications contained therein) when made and as of the
Closing Date as if made on and as of the Closing Date (other than any such
representation and warranty that is made only as of a specified date, which need
only to be true in all material respects as of such specified date), except
where the failure of such representations and warranties to be so true and
correct would not reasonably be expected, individually or in the aggregate, to
materially delay or materially impair the ability of Parent or Merger Subsidiary
to consummate the Merger, and the Company shall have received a certificate
signed on behalf of Parent by a senior executive officer of Parent to the
foregoing effect; and

(b) Parent and Merger Subsidiary shall have performed in all material
respects their respective obligations under the Agreement, and the Company shall
have received a certificate signed on behalf of Parent by a senior executive
officer of Parent to the foregoing effect.

ARTICLE 8

TERMINATION

Section 8.01. Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Closing (notwithstanding any
approval of this Agreement by the stockholders of the Company):

(a) by mutual written agreement of the Company and Parent;

(b) by either the Company or Parent, if:

(i) the Merger has not been consummated on or before May 15, 2012 (subject to
possible extension as provided below, the “End Date“),
provided, that if the condition to the completion of the Merger set
forth in Section 7.02(d) shall not have been satisfied by the End Date,
but all other conditions set forth in Article 7 would be satisfied (or
are capable of being satisfied or have been waived), other than the condition
set forth in Section 7.01(d), if the Closing Date were to occur on such
date, then Parent or the Company shall be entitled to extend the End Date to
June 30, 2012; provided, further that if the condition to the
completion of the Merger set forth in Section 7.01(c) shall not have been
satisfied by the End Date (as it may be extended as set forth below), but all
other conditions set forth in Article 7 would be satisfied (or are
capable of being satisfied or have been waived) if the Closing Date were to
occur on such date, then Parent shall be entitled to extend the End Date by a
three (3) month period by written notice to the Company (the End Date may be so
extended not more than twice at the election of Parent), it being understood
that in no event shall the End Date be extended to a date that is later than the
twelve (12) month anniversary of this Agreement; provided, further,
that the right to terminate this Agreement under this Section 8.01(b)(i)
shall not be available to any party whose material breach of any provision of
this Agreement results in the failure of the Merger to be consummated by the End
Date;

(ii) any Governmental Authority of competent jurisdiction shall have issued
an order, decree, injunction or ruling or taken any other action permanently
enjoining, permanently restraining or otherwise prohibiting the consummation of
the Merger and such order, decree, ruling or other action shall have become
final and nonappealable, or if there shall be adopted any Applicable Law that
makes consummation of the Merger illegal or otherwise prohibited;

(iii) the Stockholder Approval has not been obtained by reason of the failure
to obtain the required vote upon a final vote taken at the Stockholder Meeting
(or any permitted adjournment or postponement thereof); or

(iv) the amount of the Spin-Off Taxes, determined in accordance with
Section 6.19, is greater than the sum of (a) $1.0 million and (b) the
amount of any reduction in Net Asset Value for Spin-Off Taxes;

(i) if (A) the Company shall have failed to include the Board Recommendation
in the Proxy Statement or shall have effected an Adverse Recommendation Change;
(B) the Company Board shall have failed to publicly reaffirm its recommendation
of this Agreement in the absence of a publicly announced Acquisition Proposal
within five (5) Business Days after Parent so requests in writing; (C) the
Company shall have entered into, or publicly announced its intention to enter
into, an Acquisition Agreement (other than a confidentiality agreement
contemplated by Section 6.03(b)); (D) the Company shall have breached in
any material respect the provisions of Section 6.03, and such violation
or breach has resulted in the receipt by the Company of an Acquisition Proposal;
or (E) the Company Board shall have resolved to do any of the foregoing;

(ii) in the event (A) of a material breach of any covenant or agreement on
the part of the Company set forth in this Agreement or (B) that any
representation or warranty of the Company set forth in this Agreement shall have
been inaccurate when made or shall have become inaccurate, in either case such
that the conditions to the Merger set forth in Section 7.02(a) or
Section 7.02(b), respectively, would not be satisfied as of the time of
such breach or as of the time such representation and warranty became
inaccurate; provided, however, that notwithstanding the foregoing, in
the event that such breach by the Company or such inaccuracies in the
representations and warranties of the Company are curable by the Company through
the exercise of commercially reasonable efforts prior to the End Date and within
thirty (30) days, then Parent shall not be permitted to terminate this Agreement
pursuant to this Section 8.01(c)(ii) until the earlier to occur of (1)
the expiration of a thirty (30) calendar day period after delivery of written
notice from Parent to the Company of such breach or inaccuracy, as applicable,
or (2) the ceasing by the Company to exercise commercially reasonable efforts to
cure such breach or inaccuracy, provided that the Company continues to
exercise commercially reasonable efforts to cure such breach or inaccuracy (it
being understood that Parent may not terminate this Agreement pursuant to this
Section 8.01(c)(ii) if such breach or inaccuracy by the Company is cured
within such thirty (30) calendar day period); or

(iii) the Company has failed to effect the Spin-Off by the End Date; or

(d) by the Company:

(i) if prior to the Stockholder Approval, the Company Board authorizes the
Company, in compliance with the terms of this Agreement, including Section
6.03(d), to enter into an Acquisition Agreement (other than a
confidentiality agreement contemplated by Section 6.03(b)) in respect of
a Superior Proposal with a Third Party; provided that the Company shall
have paid any amounts due pursuant to Section 9.04 in accordance with the
terms, and at the times, specified therein; and provided further that
in the event of such termination, the Company substantially concurrently enters
into such Acquisition Agreement; or

(ii) in the event (A) of a material breach of any covenant or agreement on
the part of Parent or Merger Subsidiary set forth in this Agreement or (B) that
any of the representations and warranties of Parent and Merger Subsidiary set
forth in this Agreement shall have been inaccurate when made or shall have
become inaccurate, in either case such that the conditions to the Merger set
forth in Section 7.03(a) and Section 7.03(b), respectively, would
not be satisfied as of the time of such breach or as of the time such
representation and warranty became inaccurate; provided,
however, that notwithstanding the foregoing, in the event that such
breach by Parent or Merger Subsidiary or such inaccuracies in the
representations and warranties of Parent or Merger Subsidiary are curable by
Parent or Merger Subsidiary through the exercise of commercially reasonable
efforts prior to the End Date and within thirty (30) days, then the Company
shall not be permitted to terminate this Agreement pursuant to this Section
8.01(d)(ii) until the earlier to occur of (1) the expiration of a thirty
(30) calendar day period after delivery of written notice from the Company to
Parent of such breach or

inaccuracy, as applicable, or (2) Parent or Merger Subsidiary ceasing to
exercise commercially reasonable efforts to cure such breach or inaccuracy,
provided that Parent or Merger Subsidiary continues to exercise
commercially reasonable efforts to cure such breach or inaccuracy (it being
understood that the Company may not terminate this Agreement pursuant to this
Section 8.01(d)(ii) if such breach or inaccuracy by Parent or Merger
Subsidiary is cured within such thirty (30) calendar day period).

The party desiring to terminate this Agreement pursuant to this Section
8.01 (other than pursuant to Section 8.01(a)) shall deliver written
notice of such termination to each other party hereto specifying with
particularity the reason for such termination.

Section 8.02. Effect of Termination. If this Agreement is validly
terminated pursuant to Section 8.01, this Agreement shall become void and
of no effect without liability of any party (or any stockholder, director,
officer, employee, agent, consultant or representative of such party) to each
other party hereto; provided that no such termination shall relieve any
party hereto of any liability for damages resulting from any willful and
material breach of this Agreement. The provisions of this Section 8.02
and Section 6.16 and Article 9 shall survive any termination
hereof pursuant to Section 8.01.

ARTICLE 9

MISCELLANEOUS

Section 9.01. Notices. Any notices or other communications required
or permitted under, or otherwise given in connection with, this Agreement shall
be in writing and shall be deemed to have been duly given (i) when delivered or
sent if delivered in person or sent by facsimile transmission (provided
confirmation of facsimile transmission is obtained), (ii) on the fifth Business
Day after dispatch by registered or certified mail, (iii) on the next Business
Day if transmitted by national overnight courier or (iv) on the date delivered
if sent by email (provided confirmation of email receipt is obtained), in each
case as follows:

if to Parent, to:

Monotype Imaging Holdings Inc.

500 Unicorn Park Drive

Woburn, Massachusetts

Attention: Chief Executive Officer

Facsimile No.: (781) 970-6001

with a copy to:

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

Attention: John Mutkoski

James Matarese

Facsimile No.: (617) 523-1231

if to the Company, to:

Bitstream Inc.

500 Nickerson Road

Marlborough, Massachusetts 01752

Attention: Chief Executive Officer

Facsimile No.: (617) 868-0784

with a copy to:

Seyfarth Shaw LLP

World Trade Center East

Two Seaport Lane

Boston, MA 02210-2028

Attention: Gregory L. White

Blake Hornick

Facsimile No.: (617) 790-6730

Section 9.02. Survival of Representations and Warranties. The
representations and warranties contained herein and in any certificate or other
writing delivered pursuant hereto shall not survive the Effective Time. This
Section 9.02 does not limit any covenant of the parties to this
Agreement, which by its terms, contemplates performance after the Effective
Time.

Section 9.03. Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived prior to the
Effective Time if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement or, in the
case of a waiver, by each party against whom the waiver is to be effective;
provided that without the further approval of the Company153s
stockholders, no such amendment or waiver shall be made or given after the
Stockholder Approval that requires the approval of the stockholders of the
Company under Delaware Law unless the required further approval is obtained.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by Applicable Law.

Section 9.04. Expenses.

(a) Except as otherwise provided herein, all costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense; provided that the

Company and Parent shall share equally all filing fees payable pursuant to
any Foreign Competition Law.

(b) If this Agreement is terminated pursuant to Section 8.01(c)(i),
then the Company shall pay to Parent (by wire transfer of immediately available
funds), within two (2) Business Days after such termination, a fee in an amount
equal to $2,000,000 (the “Termination Fee“).

(c) If this Agreement is terminated pursuant to Section 8.01(d)(i),
then the Company shall pay to Parent (by wire transfer of immediately available
funds), at or prior to such termination, the Termination Fee.

(d) If this Agreement is validly terminated by Parent or the Company and,
immediately prior to such termination, all conditions to the Merger set forth in
Article 7 have been satisfied (or are capable of being satisfied or have
been waived), other than the condition set forth in Section 7.01(e) or
Section 7.02(d), then the Company shall pay to Parent (by wire transfer
of immediately available funds), within two (2) Business Days after such
termination, a fee in an amount equal to $1,000,000 (the “Spin-Off
Failure Termination Fee“); provided that the amount of any
payment to Parent pursuant to this Section 9.04(d) shall be credited
against any obligation of the Company to pay the Termination Fee pursuant to
Section 9.04(e).

(e) If this Agreement is terminated pursuant to Section 8.01(b)(i),
Section 8.01(b)(iii), Section 8.01(c)(ii) or Section
8.01(c)(iii) and (i) prior to such termination (in the case of termination
pursuant to Section 8.01(b)(i), Section 8.01(c)(ii) or Section
8.01(c)(iii)) or the Stockholder Meeting (in the case of termination
pursuant to Section 8.01(b)(iii)), an Acquisition Proposal shall have
been publicly announced and not publicly withdrawn, and (ii) within twelve (12)
months following the date of such termination the Company shall have (A) entered
into a definitive agreement with respect to, (B) recommended to its stockholders
or (C) consummated, a transaction contemplated by such Acquisition Proposal,
then the Company shall pay to Parent (by wire transfer of immediately available
funds), within two (2) Business Days after entering into such definitive
agreement, making such recommendation or consummating such transaction, the
Termination Fee.

(f) In the event that this Agreement is terminated pursuant to Section
8.01(b)(iii), the Company shall as promptly as possible (but in any event
within three (3) Business Days) following receipt of an invoice therefor pay all
of Parent153s documented reasonable out-of-pocket fees and expenses (including
reasonable legal and other third party advisors fees and expenses) actually
incurred by Parent and Merger Subsidiary on or prior to the termination of this
Agreement in connection with the transactions contemplated by this Agreement
(the “Parent Expenses“) as directed by Parent in writing;
provided that the amount of any payment of the Parent Expenses pursuant
to this Section 9.04(f) shall be credited against any obligation of the
Company to pay the Termination Fee pursuant to Section 9.04(e).

(g) The Company acknowledges that the agreements contained in this
Section 9.04 are an integral part of the transactions contemplated by
this Agreement, and that without these agreements, Parent and Merger Subsidiary
would not enter into this Agreement. Accordingly, if the Company fails to pay
any amount due to Parent pursuant to this Section 9.04, when due, the
Company shall pay the costs and expenses (including legal fees and expenses) in
connection with

any action taken to collect payment (including the prosecution of any lawsuit
or other legal action), together with interest on the unpaid amount at the
publicly announced prime rate of Citibank, N.A. in New York City from the date
such amount was first payable to the date it is paid. The parties agree that if
the Company is or becomes obligated to pay a Termination Fee, the Spin-Off
Failure Termination Fee and/or Parent Expenses pursuant to Section
9.04(b), Section 9.04(c), Section 9.04(d) or Section
9.04(e), the right to receive such fees and/or the Parent Expenses shall be
the sole and exclusive remedy of Parent and its Affiliates against the Company
and any of its former, current or future directors, officers, stockholders,
Affiliates, employees or agents (collectively, together with the Company, the
“Company Parties“) for any loss or damage suffered as a result
of the failure of the Merger to be consummated or for a breach or failure to
perform hereunder or otherwise in connection with this Agreement, and upon
payment of such amounts, none of the Company Parties shall have any further
liability or obligation arising out of or relating to this Agreement or the
Merger and in no event shall Parent or its Affiliates seek, or be entitled to,
any equitable remedies of any kind whatsoever, including specific performance.

Section 9.05. Binding Effect; No Third Party Beneficiaries; No
Assignment.

(a) The provisions of this Agreement shall be binding upon and, except as
provided in Section 6.11 (which shall be to the benefit of the parties
referred to in such section), shall inure only to the benefit of the parties
hereto and their respective successors and assigns. Except as provided in
Section 6.11, no provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the parties hereto, and nothing in this Agreement, express or
implied, is intended or shall be construed to create any third party
beneficiaries.

(b) No party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement (whether by operation of law or otherwise)
without the consent of each other party hereto, except that Parent or Merger
Subsidiary may transfer or assign its rights and obligations under this
Agreement, in whole or from time to time in part, to one or more of their
Affiliates at any time; provided that such transfer or assignment shall
not relieve Parent or Merger Subsidiary of any of its obligations hereunder. Any
assignment in violation of the foregoing shall be null and void.

Section 9.06. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law rules of such State.

Section 9.07. Jurisdiction. The parties hereto agree that any
Proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the Court of Chancery of the State of Delaware in and
for New Castle County, Delaware. Each Party hereby irrevocably submits to the
exclusive jurisdiction of such court in respect of any legal action, suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby, and hereby waives, and agrees not to assert, as a defense
in any such action, suit or proceeding, any claim that it is not subject
personally to the jurisdiction of such court, that the action, suit or
proceeding is brought in an inconvenient forum, that the venue of the action,
suit or proceeding

is improper or that this Agreement or the transactions contemplated hereby
may not be enforced in or by such courts. Each party agrees that notice or the
service of process in any action, suit or proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby shall be properly
served or delivered if delivered in the manner contemplated by Section
9.01 or in any other manner permitted by law.

Section 9.08. Waiver of Jury Trial. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

Section 9.09. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by all of the other parties hereto.
Until and unless each party has received a counterpart hereof signed by each
other party hereto, this Agreement shall have no effect and no party shall have
any right or obligation hereunder (whether by virtue of any other oral or
written agreement or other communication). Signatures to this Agreement
transmitted by facsimile transmission, by electronic mail in PDF form, or by any
other electronic means designed to preserve the original graphic and pictorial
appearance of a document, will be deemed to have the same effect as physical
delivery of the paper document bearing the original signatures.

Section 9.10. Entire Agreement. This Agreement, together with the
Confidentiality Agreement, constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to their subject matter.

Section 9.11. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other Governmental Authority to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such a determination, the parties agree to modify this Agreement so
as to effect the original intent of the parties as closely as possible in an
acceptable manner, in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.

Section 9.12. Specific Performance. Subject to Section
9.04(g), the parties agree that irreparable damage would occur if any
provision of this Agreement were not performed in accordance with the terms
hereof, and that in the event of any breach or threatened breach by Parent or
Merger Subsidiary, on the one hand, or the Company, on the other hand, of any
covenant or obligation of such party contained in this Agreement, the other
party shall be entitled to seek, in addition to any monetary remedy or damages:
(a) a decree or order of specific performance to enforce the observance and
performance of such covenant or obligation; and (b) an injunction restraining
such breach or threatened breach.

Section 9.13. Disclosure Schedules. Any reference in a particular
section of the Company Disclosure Schedule shall only be deemed to be an
exception to (or, as applicable, a disclosure for purposes of) (a) the
representations and warranties (or covenants, as applicable) of the Company that
are contained in the corresponding Section of this Agreement and (b) any other
representations and warranties (or covenants, as applicable) of the Company that
are contained in this Agreement, but only if the relevance of that reference as
an exception to (or a disclosure for purposes of) would be reasonably apparent
from such item.

Section 9.14. Rules of Construction. Each of the parties hereto
acknowledges that it has been represented by counsel of its choice throughout
all negotiations that have preceded the execution of this Agreement, and that it
has executed the same with the advice of said independent counsel. Each party
and its counsel cooperated and participated in the drafting and preparation of
this Agreement and the documents referred to herein, and any and all drafts
relating thereto exchanged among the parties shall be deemed the work product of
all of the parties and may not be construed against any party by reason of its
drafting or preparation. Accordingly, any rule of law or any legal decision that
would require interpretation of any ambiguities in this Agreement against any
party that drafted or prepared it is of no application and is hereby expressly
waived by each of the parties hereto, and any controversy over interpretations
of this Agreement shall be decided without regards to events of drafting or
preparation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.


BITSTREAM INC.

By:		/s/ James P. Dore
Name:		James P. Dore
Title:		Chief Financial Officer

MONOTYPE IMAGING HOLDINGS INC.

By:		/s/ Douglas J. Shaw
Name:		Douglas J. Shaw
Title:		President and Chief Executive Officer

BIRCH ACQUISITION CORPORATION

By:		/s/ Douglas J. Shaw
Name:		Douglas J. Shaw
Title:		President

[Signature page to Agreement and Plan of Merger]

Exhibit A

Form of Voting Agreements

[omitted]

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