S-1

As filed with the Securities and Exchange Commission on November 10, 2011

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

(Exact Name of Registrant in Its Charter)

Delaware	45-3751691
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

500 Nickerson Road

Marlborough, MA 01752-4695

phone: (617) 497-6222

Facsimile: (617) 868-0784

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James Dore

Executive Vice President and Chief Financial Officer

Marlborough Software Development Holdings Inc.

500 Nickerson Road

Marlborough, MA 01752-4695

phone: (617) 497-6222

Facsimile: (617) 868-0784

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Blake Hornick, Esq.
Seyfarth Shaw LLP 620 Eighth Avenue
New York, NY 10018
phone: (212) 218-3338
Facsimile: (917) 344-1203 Gregory L. White, Esq.
Seyfarth Shaw LLP
2 Seaport Lane, Suite 300
Boston, MA 02210-2080
phone: (617) 946-4853 Facsimile: (617) 790-6730

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company, in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered(1)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Common Stock ($0.01 par value)	10,665,025	$4,977,000(2)	$570.36(2)

(1) Pursuant to Rule 416 under the Securities Act, such number of shares registered hereby shall include an indeterminate number of common stock that may be issued in connection with a share split, share dividend, recapitalization, reorganization or similar event, for which no separate consideration will be paid.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities, nor are they soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2011

10,665,025 Shares of Marlborough Software Development Holdings Inc. common stock are being distributed to the stockholders of Bitstream Inc.

Bitstream Inc. (“Bitstream”) is distributing to its stockholders on a pro rata basis all of the issued and outstanding shares of common stock of its wholly-owned subsidiary, Marlborough Software Development Holdings Inc. (“MSDH”). This prospectus is being delivered to all record and beneficial owners of Bitstream common stock who are entitled to receive a distribution of one share of the common stock of MSDH for each share of Bitstream common stock owned by such stockholder on                     , the record date for the distribution.

Prior to this offering, there has been no public market for the common stock of MSDH and our common stock is not listed on any national securities exchange nor are quotes for our common stock available in any over-the-counter market. It is our intention to seek a market maker to publish quotations for our shares on the over-the-counter bulletin board (the “OTCBB”), however, we have no agreement or understanding with any potential market makers and there can be no assurance that a public market for our shares will develop.

The shares of MSDH common stock are being distributed to the stockholders of Bitstream for no consideration. Neither MSDH nor Bitstream will receive any proceeds from this offering.

Certain persons who may be deemed to be affiliates of Bitstream and MSDH are identified as selling stockholders in this prospectus. The selling stockholders will neither give nor receive any consideration for the shares of MSDH common stock that they receive pursuant to this prospectus. This prospectus also constitutes a reoffer prospectus covering the resale of shares of common stock of MSDH received by the selling stockholders which may be sold by the selling stockholders in accordance with the plan of distribution described in this prospectus. Neither MSDH nor Bitstream will receive any proceeds from the resale of shares of common stock of MSDH by the selling stockholders.

Ownership of our common stock involves a high degree of risk. You should carefully read the discussion of material risks of investing in our common stock in “Risk factors” beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about             , 2011.

The date of this prospectus is             , 2011.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	5
FORWARD-LOOKING STATEMENTS	12
REASONS FOR THE DISTRIBUTION	13
THE DISTRIBUTION	13
ARRANGEMENTS BETWEEN BITSTREAM AND MSDH	14
PRO FORMA CAPITALIZATION	18
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS	19
BUSINESS	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	38
MANAGEMENT	54
EXECUTIVE COMPENSATION AND OTHER MATTERS	61
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	67
PRINCIPAL AND SELLING STOCKHOLDERS	70
PLAN OF DISTRIBUTION	73
SHARES ELIGIBLE FOR FUTURE SALE	75
DESCRIPTION OF CAPITAL STOCK	76
EQUITY COMPENSATION PLAN INFORMATION	78
DESCRIPTION OF EMPLOYEE BENEFIT PLANS	86
DIVIDEND POLICY	87
INDEMNIFICATION OF DIRECTORS AND OFFICERS	88
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	90
LEGAL MATTERS	92
EXPERTS	92
TRANSFER AGENT AND REGISTRAR	92
WHERE YOU CAN FIND MORE INFORMATION	93
INDEX TO FINANCIAL STATEMENTS	F-1

This prospectus omits certain information concerning Marlborough Software Development Holdings Inc. (the “Company”) and its securities, and does not contain all the information submitted to the Florida Office of Financial Regulation by way of exhibits and schedules relating thereto, which the Company filed pursuant to Chapter 517, Florida Statutes, as amended, and to which reference is hereby made for further information.

AS OF THE DISTRIBUTION DATE, THESE SECURITIES WILL HAVE BEEN REGISTERED BY THE STATE OF FLORIDA, OFFICE OF FINANCIAL REGULATION, AS HAVING COMPLIED WITH CHAPTER 517, FLORIDA STATUTES. THE OFFICE OF FINANCIAL REGULATION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AND SUCH REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OF THE SECURITIES FOR INVESTMENT PURPOSES.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. To better understand the distribution and Marlborough Software Development Holdings Inc., you should read the entire prospectus carefully, including the risk factors and financial statements. You should rely only on the information contained in this prospectus regarding the distribution of Marlborough Software Development Holdings Inc. common stock to the stockholders of Bitstream Inc. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Why This Prospectus Was Sent to You

This prospectus is being delivered by Bitstream Inc., a Delaware corporation (“Bitstream”), to you because you were an owner of Bitstream common stock on                     . This entitles you to receive a distribution (the “Distribution”) of one share of the common stock of a new company, Marlborough Software Development Holdings Inc., a Delaware corporation (“MSDH”), for each share of Bitstream common stock owned by you on                     . Although no action is required on your part to cause this to happen and you do not have to pay cash or other consideration to receive these shares, the distribution of these shares to you will have certain tax and other consequences, so please read the information in this document carefully. You do not need to surrender shares of Bitstream common stock to receive MSDH common stock in the Distribution. The number of shares of Bitstream common stock you own will not change as a result of the Distribution.

MSDH was formed on July 18, 2011 in conjunction with Bitstream’s planned merger (the “Bitstream Merger”) with and acquisition by Monotype Imaging Holdings Inc., a Delaware corporation (“Monotype”) pursuant to an agreement and plan of merger (the “Merger Agreement”) entered into by and between Bitstream and Monotype on November 10, 2011 (the “Separation Date”). On the Separation Date, Bitstream transferred and assigned to MSDH all of the assets and liabilities relating to, arising from or in connection with Bitstreams Pageflex and BOLT product lines (the “Separation”) as described in further detail in this prospectus. The completion of the Separation and the Distribution are conditions precedent to the Bitstream Merger. The Distribution must be consummated three business days prior to the completion of the Bitstream Merger. This prospectus describes the business of MSDH, the relationship between Bitstream and MSDH, how the Separation and the Distribution benefit Bitstream and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of your shares of MSDH common stock that you receive in the Distribution.

This prospectus presents historical and forward-looking information about MSDH as if it has always operated as its own entity rather than as a component of Bitstream.

Relationship Between Bitstream and MSDH

Bitstream is a software development company with three product lines: (1) fonts and font rendering technologies (the “Fonts Product” or “Fonts”), (2) automated marketing communication and print production technologies (the “Pageflex Product” or “Pageflex”), and (3) mobile browsing technologies (the “BOLT Products” or “BOLT”). MSDH is a wholly-owned subsidiary of Bitstream. Bitstream owns all of the assets, liabilities and operations relating to the Fonts Product. MSDH owns all of the assets, liabilities and operations of the Pageflex Products and BOLT Products.

All MSDH common stock is being distributed to the Bitstream stockholders as described in this prospectus. Bitstream will have no ownership interest in MSDH after the Distribution. The Board of Directors of MSDH will consist of four (4) directors. At the outset, all of the MSDH directors will be former directors of Bitstream after completion of the Bitstream Merger.

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Please review the information set forth under the captions “Arrangements Between Bitstream and MSDH,” “Description of Capital Stock” and “Recent Sales of Unregistered Securities” for further details about MSDH’s relationship with Bitstream, its capital structure and matters related to corporate governance.

Reasons for the Distribution

The Merger Agreement between Bitstream and Monotype requires the Separation of the Pageflex and BOLT Products from Bitstream and the Distribution of all shares of MSDH common stock to Bitstream’s stockholders on a pro rata basis three business days prior to and in connection with the Bitstream Merger. After thorough consideration, the Board of Directors of Bitstream determined that the Separation, Bitstream Merger and the consequent Distribution are in the best interest of the stockholders of Bitstream. Please review the information set forth under the caption “Reasons for the Distribution” included later in this prospectus for further details about the reasons for the Distribution.

Business of MSDH

Automated Marketing Communication and Print Production Technologies. The Pageflex^® product line enables companies across the globe to communicate their marketing messages more easily and effectively. It is the advanced technology for brand management, web-to-print applications, and sophisticated personalized communications based on customer information. We pioneered flexible variable data software in 1997 and have been a technology innovator in the document customization arena ever since. The platform produces rich, creative, award-winning document designs that look like they were given the individual attention of a graphic designer but were, in reality, created on-the-fly with Pageflex variable publishing technology. Print service providers, marketing service providers, corporate marketers, and publishers use Pageflex Products to ensure design integrity and brand control while empowering local users to customize and personalize print collateral, email campaigns, and 1-to-1 marketing Web sites. Pageflex Persona™ is desktop software that produces personalized print and email documents using data from a database. Pageflex Studio ID is a plug-in to Adobe InDesign for producing personalized print pieces. Pageflex Storefront is a turnkey solution for producing web portals for document customization and online purchasing of print documents. Pageflex Server provides an enterprise solution for high-volume document customization driven by a database or requests from a web site. Pageflex iWay provides business flow automation for printing companies. Pageflex Campaign Manager lets companies develop personal conversations with their customers in print, email, and online. Pageflex Products enable companies worldwide to manage, streamline, and automate their document production processes, communicate more personally with their customers, and control their brand and market messaging while enabling their remote employees, franchises, and consumers to use a self-serve model to order customized communications. Pageflex Products are purchased by both corporations and the printing companies that support them, who also use the software to control and track production processes in order to improve their business ROI.

Mobile Browsing Technologies. BOLT^® provides a consistent, full desktop-style browsing experience on almost any handset. BOLT was released into private beta in January 2009 and has been installed tens of millions of times by mobile phone users looking for a better mobile browsing experience. The BOLT mobile browser offers faithful rendering of Web pages and it is the only browser for mobile phones of all types to support streaming video from popular media sharing sites such as YouTube and MySpace. Compatible with most handsets that support the J2ME or BREW/BMP operating systems, BOLT’s advanced features include video support, W3C based widget support, direct Facebook and Twitter integration, six levels of magnification, international localization, copy/paste, FOTA updates, and additional usability features such as auto-complete url, save page, secure browsing, patented split-screen minimap, password manager, rss subscriptions, automatic socket support, history and keypad shortcuts. BOLT is a WebKit-based cloud computing mobile browser. This cloud computing architecture is the key to BOLT’s capabilities. Web pages are first loaded by the BOLT servers, then transcoded and sent to the BOLT mobile browser client on handsets. This client/server approach maintains the integrity of Web page layouts, reduces packet consumption on data networks, dramatically improves page load speeds, and enables advanced features such as video streaming.

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The Distribution

Each Bitstream stockholder will receive one share of MSDH common stock for every share of Bitstream common stock held. As of November 10, 2011, Bitstream had 10,665,025 shares of common stock issued and outstanding, including 169,980 shares of restricted stock that will become fully vested as a result of the Bitstream Merger.

On the Distribution Date, each outstanding option to purchase a share of Bitstream common stock (the “Bitstream Options”) will be divided into (i) one option to purchase a share of Bitstream common stock (each an “Adjusted Bitstream Option”) and (ii) one option to purchase a share of MSDH common stock (each a “MSDH Option”). Each Adjusted Bitstream Option will continue to have, and be subject to, the same terms and conditions set forth in the applicable equity compensation plan of Bitstream and as provided in the respective option agreements governing such Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted Bitstream Option shall be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the total consideration in the Bitstream Merger and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH. Each Adjusted MSDH Option shall be issued under the MSDH Incentive Compensation Plan, to be established by MSDH immediately prior to the Distribution Date, but shall otherwise be subject to the same term and conditions of the Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted MSDH Option will be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the estimated enterprise value of MSDH and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH.

Each Adjusted Bitstream Option with an adjusted exercise price that is less than the per share merger consideration in the Bitstream Merger will, on the effective date of the Bitstream Merger, be converted into the right to receive an amount in cash equal to the difference between the per share merger consideration and the adjusted exercise price of such Adjusted Bitstream Option upon completion of the Bitstream Merger as provided in the Merger Agreement. Each Adjusted Bitstream Option with an exercise price equal to or greater than the per share merger consideration in the Bitstream Merger will be cancelled on the effective date of the Bitstream Merger without any payment.

Distribution and Transfer Information

Computershare will act as the distribution and transfer agent for the Distribution. The distribution agent will mail stock certificates beginning on or about the distribution date.

Record Date, Distribution Date

The record date for the Distribution will be the close of business on                     . On the record date, Bitstream will transfer to a custodian all of the shares of MSDH common stock pursuant to an irrevocable custody arrangement. On or about                     , the custodian will deliver the shares to MSDH’s transfer agent which will then mail them to the Bitstream stockholders of record as of the record date.

No Fractional Shares

No fractional shares of Bitstream common stock are currently outstanding, nor will any fractional shares of MSDH common stock be distributed.

Trading Market

Prior to this offering, there has been no public market for the common stock of MSDH and our common stock is not listed on any national securities exchange nor are quotes for our common stock available in any

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over-the-counter market. It is our intention to seek a market maker to publish quotations for our shares on the over-the-counter bulletin board (the “OTCBB”), however, we have no agreement or understanding with any potential market makers and there can be no assurance that a public market for our shares will develop.

Tax Treatment of the Distribution

As described under the heading “Material U.S Federal Income Tax Consequences” below, certain of the transactions described herein are expected to be taxable events both to Bitstream and to its shareholders. Shareholders should consult their tax advisors with respect to the tax consequences of the transactions described herein.

Investor Contact

Bitstream and MSDH stockholders with questions about the distribution should contact James Dore, the Executive Vice President and Chief Financial Officer of MSDH. This contact information will remain the same after the distribution.

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RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. These risk factors represent the risk associated with the operation of the Pageflex and BOLT Products by MSDH after completion of the Bitstream Merger and the Separation and Distribution. While certain historical information may be material to an understanding of certain risk factors, historical operations with respect to the Pageflex and BOLT Products were conducted by Bitstream as a whole and integrated with its Fonts Products.

We are subject to risks common to technology-based companies, including dependence on key personnel, rapid technological change, competition from alternative product offerings and larger companies, and challenges to the development and marketing of commercial products and services. We believe that our future results of operations could be affected by various factors including, but not limited to, the following:

• delays in the development or shipment of our new products or new versions of our existing products;

• the introduction of competitive products by others;

• general worldwide economic conditions and disruptions in the financial markets;

• risks related to our international sales;

• inability to secure capital on favorable terms, or at all, if we need additional capital in the future;

• inability to attract and retain key personnel;

• disruption to our business from the contribution of the Pageflex and BOLT Products and the assignment of our contracts from Bitstream to MSDH;

• our historical financial information may not be representative of our results as a separate company;

• our common utilization of integrated information systems and financial reporting infrastructure with Bitstream may require modification or transition services to support the continued operations of our businesses after the Bitstream Merger;

• we may experience difficulty obtaining the assignment of certain material contracts and some of the parties to these contracts may not consent to the assignment at all or without adverse changes to the existing cost terms and conditions;

• The Distribution may cause substantial taxes, and the IRS or a state or local taxing authority may successfully later assert that this tax liability is higher than originally calculated;

• disruption to our business of past and future acquisitions;

• MSDH’s directors and executive officers may have conflicts of interest because of their ownership of Bitstream common stock;

• intellectual property disputes;

• fluctuations in quarterly operating results;

• impairment of goodwill and amortizable assets;

• costs to ensure compliance with United States corporate governance and accounting requirements;

• reliance upon development resources in Israel and India may expose us to unanticipated costs or liabilities;

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• unanticipated changes in accounting rules;

• unanticipated changes in tax law, including tax rates; and

• there has never been a trading market for MSDH common stock which may cause the stock price to be volatile.

If we are unable to successfully compete in our markets, our financial results will be negatively affected. The computer software market is highly competitive and is characterized by rapid technological change and adoption of new industry standards. As the markets in which our products are sold continue to develop and as we enter new markets, we expect to continue to face substantial competition from other software developers and anticipate that additional competitors will enter those markets. Many of our competitors have substantially greater name recognition and technical, financial and marketing resources, greater manufacturing capacity and better established relationships with incumbent and potential customers than we have. Many of our competitors have more resources to develop or acquire, and more experience in developing or acquiring, new products and technologies and in creating market awareness for those products and technologies. In addition, many of our competitors have the financial resources to offer competitive products at aggressive pricing levels that could prevent us from competing effectively. Further, many of our competitors have built long-standing relationships with some of our prospective customers and have the ability to provide financing to customers and could, therefore, have an inherent advantage in selling products to those customers. These competitors may be able to adapt more quickly to new or emerging technologies and standards or changes in customer requirements and may be able to devote greater resources to the promotion and sale of their products than we are able. Many of our competitors currently market, or have the potential to market, their products directly to the ultimate consumers of such products as part of a broader product offering. There can be no assurance that we will be able to compete successfully against these entities. To compete successfully, we must continue our investment in research and product development and we must devote substantial resources to our marketing and sales functions. There can be no assurance that we will have the necessary capital resources to fund such investment.

If we are unable to meet our customers’ demands for cutting-edge products and services, our revenue and operating results may be adversely affected. If we are unable to consistently introduce new products, services, and enhancements, our revenue and operating results are likely to be adversely affected. Any failure by us to anticipate or respond to new technological developments and customer requirements, or any significant delays in product development or introduction, could have a material adverse effect on our business, financial condition and results of operations. New products, when first released by us, may contain undetected errors that, despite quality control measures employed by us, are discovered only after a product has been integrated into our customers’ products and utilized by end users. Such errors may cause delays in product acceptance and may require design modifications which could have a material adverse effect on our business, financial condition and results of operations.

General economic risks and disruptions in the financial markets may adversely affect our cash flow, assets, revenue and profitability. Our business may be negatively affected by general worldwide economic conditions and related uncertainties affecting the markets in which we operate. Adverse economic conditions could adversely impact our business in future periods, resulting in: reduced demand for our products; increased pressure on the prices for our products and services; and greater difficulty in collecting accounts receivable. Disruptions in the financial markets have had and may continue to have an adverse effect on the U.S. and world economy, and may continue to negatively impact business and consumer spending patterns. Tightening of credit in financial markets also adversely affects the ability of our customers to obtain financing for significant purchases and operations and could result in a decrease in new licenses of our products. Additionally, the lack of available financing may limit or delay the growth of our OEM customers. Changes in employment and consumer spending patterns may also slow the adoption of new technologies and reduce the demand for new licenses for our products, and may result in fewer license renewals and less royalty income. There is no assurance that government responses to the disruptions in the financial markets will restore business and consumer confidence, stabilize the markets or increase liquidity and the availability of credit. We are pursuing a number of strategies to

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generate revenue growth, including: identifying new markets for our products; developing new applications for our technologies; allocating research and development funding to products with high revenue potential; and strengthening our presence in selected geographic markets. Due to limited resources, we may not be able to continue to successfully implement these strategies, which could have a material adverse effect on our business, results of operations and financial condition.

Our significant international sales make us susceptible to a variety of currency, governmental and business custom risks. Sales to customers outside the United States represented 21% of our revenue for the six months ended June 30, 2011. We expect that our international business will continue to account for a significant portion of our future revenue. An increase in the value of the U.S. dollar relative to foreign currencies could make our products more expensive and therefore less competitive in foreign markets. Additional risks inherent in our international business activities generally include unexpected changes in regulatory requirements, tariffs and other trade barriers, longer accounts receivable payment cycles, potentially adverse tax consequences, and the burdens of complying with a wide variety of foreign laws. There can be no assurance that such factors will not have an adverse effect on our future revenue and our results of operations. In addition, our European business is significant and has historically been negatively affected each year during our fiscal quarter ending September 30th due to the summer closing or slowdown of several European customers.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute our existing stockholders’ ownership of our common stock. MSDH has experienced a net loss as well as negative operating cash flows in the current year, and as of June 30, 2011 has an accumulated deficit of approximately $40 million. We expect to continue to make significant expenditures related to the development of our business. These expenditures may include the addition of personnel related to sales, marketing and research and development and we may therefore sustain significant operating losses and negative cash flows in the future as well as infrastructure investments to support our operations as a stand-alone entity, including without limitation corporate governance and internal control systems. We will have to maintain significant increased revenue and product gross margins to achieve profitability on an annual basis. We may require additional capital from equity or debt financing in the future to fund operations, therefore, to take advantage of strategic opportunities including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and to develop new products or enhancements to existing products. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

Failure to attract and retain talented employees would have a material adverse effect on our operations and financial results. Our performance depends to a significant extent on the continued service of our senior management and key technical employees. Our future results will depend upon our ability to attract and retain highly skilled technical, managerial, and marketing personnel. Competition for such personnel in the software industry is intense. We rely on competitive compensation packages to recruit and retain highly skilled employees in a competitive environment, but we do not enter into employment agreements with our personnel. There can be no assurance that we will be successful in attracting and retaining the personnel required to sustain our business. Failure to attract and retain such personnel could have a material adverse effect on our business, financial condition and results of operations. In addition, certain key employees of Bitstream who primarily service its Fonts Products will not continue as employees of MSDH after the Distribution. MSDH will require certain services from these employees after the Distribution pursuant to the Transition Services Agreement to be entered into between MSDH and Bitstream. Failure to secure transition services from these employees may have a material adverse effect on our business, financial condition and results of operations.

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The Separation of MSDH from Bitstream may disrupt our business and management, negatively affecting our business, operating results or financial condition. MSDH may incur losses as a result of conducting operations without the Fonts Product line. Bitstream’s historical operations consisted of the Fonts Products, the Pageflex Products and the BOLT Products. MSDH alone cannot be sure that its operating results will not be adversely affected by the loss of one or more of the following attributes:

• the ability to leverage the Fonts Products expertise in areas related to the Pageflex and BOLT Products;

• the opportunity to jointly develop various products;

• the termination of contracts by customers or vendors of Bitstream assigned to MSDH on the basis of breaching non-assignability provisions in such contracts;

• the ability to combine the expertise of the Fonts Product line with either the Pageflex Products or the BOLT Products to offer enhanced or complementary products to customers;

• the ability to utilize shared overhead and administrative costs more effectively enable and cost reduce product offerings and overhead costs;

• the added benefit of a larger market capitalization due to the larger combined enterprise value of Bitstream; and

• the added diversification of serving separate markets.

It is possible that MSDH customers who are former Bitstream customers that subscribed for multiple product offerings will seek to find a complete solution elsewhere. Any loss of the benefits provided by the combination of the Fonts, Pageflex and BOLT Products could have a material adverse effect on MSDH’s operating results which would negatively affect the value of your investment.

MSDH’s historical financial information may not be representative of its results as a separate company. The historical financial information of MSDH is shown in the financial statements beginning on page F-3 of this prospectus and does not necessarily reflect what MSDH’s financial position, results of operations and cash flows would have been had it been a separate, stand-alone entity during the periods presented. In addition, the historical information is not necessarily indicative of what its results of operations, financial position and cash flows will be in the future. MSDH has not made adjustments to reflect many significant changes that will occur in its cost structure, funding and operations as a result of its separation from Bitstream, including changes in its employee base, changes in its legal structure, increased costs associated with reduced economies of scale and increased costs associated with being a smaller, public, stand-alone company. On or prior to the Distribution Date, Bitstream shall contribute to MSDH approximately $         million in cash. MSDH believes this amount will be sufficient to fund its operating costs through at least December 31, 2012. However, unforeseen changes in operating expenses or cash flows could have a material adverse effect on MSDH’s working capital and there can be no assurance that any such unforeseen changes or any attempts to grown the business of MSDH would not require additional sources of funding. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MSDH’s historical consolidated financial statements and notes thereto.

MSDH and Bitstream currently utilize the same, integrated information systems and financial reporting infrastructure, some of which may require modification to support MSDH’s business as a stand-alone entity or transition services to support the continued operation of the Fonts Product line after the Bitstream Merger. Bitstream currently has an integrated information system and financial reporting infrastructure, including systems to manage order processing, human resources, shipping, accounting, telecommunications and computer networking. Any failure or significant downtime in Bitstream’s or MSDH’s own information systems could prevent MSDH from taking customer orders, shipping products or billing customers and could harm its business. These systems have been modified, and are in the process of being further modified, to enable MSDH to separately track items related to the Pageflex and Bolt Products. These modifications, however, may result in unexpected system failures or the loss or corruption of data.

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MSDH will not seek advance consent to assign of any contracts it has assumed from Bitstream. Most of the parties to these contracts may terminate these contracts as a result of the assignment. Because MSDH is a newly-formed entity, all of the contracts under which it will continue to operate have been assigned from Bitstream to MSDH. The other parties to most of these existing contracts have a right to terminate their contracts as a result of the assignment of the contracts from Bitstream to MSDH. If any of the parties to a significant number of these contracts exercise these termination rights, MSDH’s results of operations could be adversely affected.

The Distribution of MSDH stock by Bitstream may cause substantial corporate tax liabilities to Bitstream.

As a result, MSDH will enter into a tax indemnity agreement (the “Tax Indemnity Agreement”) with Bitstream pursuant to which MSDH will indemnify Bitstream against taxes incurred by Bitstream as a result of the Distribution.

Management believes that MSDH will not incur any liability to Bitstream under the Tax Indemnity Agreement because management believes that the income and franchise taxes incurred by Bitstream as a result of the Distribution will be fully offset by net operating loss and business tax credit carry forwards of Bitstream and that no taxes other than income and franchise taxes will be incurred by reason of the Distribution. Such belief is based in part upon our valuation for tax purposes of MSDH of approximately $19.8 million as well as our determinations with respect to the expected value of the stock of MSDH, the tax basis of Bitstream in the stock of MSDH, and the availability of net operating loss and business credit carry forwards.

There can be no assurance that the Internal Revenue Service or another taxing authority will concur that no taxes will be incurred by Bitstream as a result of Distribution, either because the value of the MSDH as of the date of the Distribution differs from the expected value of the MSDH stock at that time as currently projected or for other reasons. Any liabilities that MSDH may incur under the Tax Indemnity Agreement will adversely affect MSDH’s financial condition and results of operations.

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management, negatively affecting our business, operating results or financial condition. We completed the acquisition of the iWay related assets from Press-Sense Ltd. in June 2010, which acquisition significantly expanded the portfolio of web to print Pageflex Products. We may not realize the anticipated benefits of an acquisition and each acquisition has numerous risks. We may experience difficulties in integrating personnel and operations from the acquired businesses and in retaining and motivating key personnel from those businesses, and difficulties caused by potential incompatibility of business cultures. We may experience difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products, or services. We may experience difficulty in maintaining controls, procedures and policies during the transition and integration, as well as difficulty integrating the acquired company’s accounting, management information, human resources and other administrative systems. We may not be able to certify that internal controls over financial reporting are effective. Acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses or adversely impact our business, operating results and financial condition. We may also not be able to retain key technical and managerial personnel of the acquired business or key customers, distributors, vendors and other business partners of the acquired business; and we may not be able to achieve the financial and strategic goals for the acquired and combined businesses. We may incur acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results, suffer increased exposure to fluctuations in currency exchange rates, impair relationships with employees, customers, partners, distributors or third-party providers of our technologies, products or services; and cause delay in customer and distributor purchasing decisions due to uncertainty about the direction of our product and service offerings,

While we currently have no acquisitions of other businesses pending or planned, we may pursue acquisition opportunities in the future. We may not be able to find suitable acquisition candidates and we may not be able to

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complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, or such acquisitions may be viewed negatively by customers, financial markets or investors. Future acquisitions may reduce our cash available for operations and other uses and could result in an increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt, which could negatively affect our business, operating results and financial condition. Mergers and acquisitions of high technology companies are inherently risky, and ultimately, if we do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated.

We may not be able to protect our intellectual property rights against piracy, infringement of our patents, or declining legal protection. We regard our software as proprietary and attempt to protect it with a combination of copyright, patent, trademark, and trade secret laws, employee and third-party nondisclosure agreements and other methods of protection. There can be no assurance that these measures will be adequate or that our competitors will not independently develop technologies that are substantially equivalent or superior to our technologies. It may be possible for unauthorized third parties to copy or reverse engineer portions of our products or otherwise obtain and use information that we regard as proprietary. Furthermore, the laws of certain foreign countries in which our products are or may be developed, manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the United States, and thus make the possibility of unauthorized use of our technologies and products more likely. We also rely on confidentiality agreements with our collaborators, employees, and consultants to protect our trade secrets and proprietary know-how. These agreements may be breached and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently developed by our competitors. In connection with the enforcement of our own intellectual property rights or in connection with disputes relating to the validity or alleged infringement of third-party rights, we have been, are currently and may in the future be, subject to claims, negotiations or complex, protracted litigation as part of our policy to vigorously defend our intellectual property rights, including rights derived from third-party licensors. Intellectual property disputes and litigation are typically very costly and can be disruptive to our business operations by diverting the attention and energies of management and key technical personnel. Although we have successfully defended or resolved past litigation and disputes, we may not prevail in any future litigation and disputes. Adverse decisions in such litigation or disputes could have negative results, including subjecting us to significant liabilities, requiring us to seek licenses from others, preventing us from making, using, selling, distributing, or marketing our products and services in the United States or abroad, or causing severe disruptions to our operations or the markets in which we compete, any one of which could seriously harm our business. Additionally, although we actively pursue software pirates as part of our enforcement of our intellectual property rights, we do lose revenue due to the illegal use of our software. If piracy activities increase, it may further harm our business.

Fluctuations in quarterly operating results may have an adverse effect on the market price of our common stock. We have previously experienced quarter-to-quarter fluctuations in our revenue, operating costs and operating results as a result of a number of factors including the timing of new product introductions, announcements of new products by us, our competitors or our customers, slower-than-anticipated growth rates of emerging markets, slower adoption of new products and technologies into which our products are incorporated, the acquisition and integration of the assets acquired from Press-Sense Ltd., delays in customer purchases in anticipation of industry developments, and gross margin fluctuations relating to variations in product mix. Furthermore, a significant portion of our expenses are relatively fixed in nature and we may not be able to quickly reduce spending in response to shortfalls or delays in sales. Such shortfalls or delays may result in a material adverse effect on our business, financial condition and results of operations. As a result, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Moreover, we do not operate with a significant backlog and often tend to realize a disproportionate share of our revenue in the last few weeks of a fiscal quarter, thereby impairing our ability to accurately forecast quarter-to-quarter sales results. Due to the foregoing factors, it is likely that in one or more future fiscal quarters our operating results may be below

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the expectations of public market analysts and investors. Such an event could have a material adverse effect on the market price of our common stock which could have a negative effect on our ability to obtain additional funding, if necessary, on terms favorable to us.

If our goodwill or amortizable intangible assets become impaired we may be required to record a significant charge to earnings. Under GAAP, we review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is also required to be tested for impairment at least annually. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a decline in stock price and market capitalization, future cash flows, and slower growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, resulting in an impact on our results of operations.

We incur significant costs to ensure compliance with United States corporate governance and accounting requirements. We incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission, or the “Commission.” We expect all of these applicable rules and regulations to cause us to continue to incur substantial legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to maintain affordable director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.

Our use and reliance upon development resources in Israel may expose us to unanticipated costs or liabilities. We have established an office in Israel and expect to continue to increase hiring of personnel for this facility. There is no assurance that our reliance upon development resources in Israel will enable us to achieve greater resource efficiency. Further, our development efforts and other operations in this country involve significant risks, including:

• difficulty hiring and retaining appropriate engineering resources due to intense competition for such resources;

• the knowledge transfer related to our technology and exposure to misappropriation of intellectual property or confidential information, including information that is proprietary to us, our customers and other third parties;

• heightened exposure to changes in the economic, security and political conditions of Israel;

• fluctuation in currency exchange rates and tax risks associated with international operations; and

• development efforts that do not meet our requirements because of language, cultural or other differences associated with international operations, resulting in errors or delays.

Difficulties resulting from the factors above and other risks related to our operations in Israel could expose us to increased expense, impair our development efforts, harm our competitive position and damage our reputation.

Changes in accounting rules may adversely affect the way we report our financial results and the price of our common stock. We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. These principles are subject to interpretation by the American Institute of Certified Public Accountants, the SEC, the Public Company Accounting Oversight Board, and various bodies formed to interpret and create appropriate accounting policies. A change in these principles and policies could have a significant impact on our reported results and may even retroactively affect previously reported transactions. Changes to these rules may have a material adverse effect on future financial results or in the way in which we conduct our business.

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Changes in tax law, including tax rates, could adversely affect our future results of operations. Changes in tax law, including tax rates, could negatively affect our financial results and cash flows.

There has never been a trading market for MSDH common stock which may cause the stock price to be volatile. This volatility might keep you from reselling your shares at or above the price on the distribution date. Prior to the distribution, there has been no public market for MSDH common stock. In addition, MSDH has made no formal presentations to potential investors in anticipation of the distribution. MSDH believes the initial trading volume in its common stock will be moderate as investors assess MSDH’s progress as a public, stand-alone company. In addition, MSDH common stock may be followed by few, if any, market analysts and there may be few institutions acting as market makers for the common stock. Furthermore, broad market and industry fluctuations may adversely affect the trading price of the common stock, regardless of MSDH’s actual operating performance. Any of these factors could adversely affect the liquidity and trading price of the MSDH common stock.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally are identified by the words “believes”, “projects”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section of this report entitled “Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

REASONS FOR THE DISTRIBUTION

The Merger Agreement between Bitstream and Monotype requires the Separation of the Pageflex Products and the BOLT Products from Bitstream to MSDH and the Distribution of MSDH stock to be completed three business days prior to the Bitstream Merger. After thorough consideration, the Board of Directors of Bitstream determined that a spin-off of Pageflex and BOLT through MSDH was in the best interest of the stockholders of Bitstream. The Bitstream Board of Directors considered a number of factors in determining to recommend approval of the spin-off of Pageflex and BOLT, including:

• The necessity of spinning off or selling the Pageflex Products and BOLT Products in order to complete Bitstream’s merger with Monotype;

• Our assumptions regarding the taxation of the Distribution to Bitstream’s stockholder based in part upon the recent valuation analysis that resulted in a valuation for tax purposes of $19.8 million that we completed with respect to all of the assets and liabilities of the Pageflex and Bolt Products and the historical tax returns of Bitstream; and

• The current financial market conditions and the historical market information concerning Bitstream common stock, and the ability of MSDH to become a viable public company and create substantial stockholder value by, among other things, allowing the financial community to focus separately on the Pageflex Products and the BOLT Products.

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After reviewing Bitstream’s goals and objectives, exploring its strategic alternatives, and considering other possible methods of enhancing the growth of the Pageflex and BOLT Products, Bitstream’s management and Board of Directors concluded that enhancing those Product lines through the formation of MSDH and the Distribution would be in the best interest of Bitstream stockholders.

THE DISTRIBUTION

The Board of Directors of Bitstream has declared a distribution to its stockholders, of one share of MSDH common stock for every share of Bitstream common stock held on                     , the record date for the distribution. As a result of the Distribution, all of the then outstanding MSDH common stock will be distributed to Bitstream’ stockholders. See “Description of Capital Stock.”

As of November 10, 2011, Bitstream has completed internal restructuring transactions related to the MSDH business (the “Separation”). See “Arrangements Between Bitstream and MSDH—Contribution Agreement.” On                     , Bitstream will affect the distribution by delivering all of the MSDH common stock to the custodian for the benefit of the Bitstream stockholders of record as of the record date. On or about                     , the distribution agent will deliver the shares to Computershare, Bitstream’s transfer agent, which will then mail the shares to the Bitstream stockholders of record as of the record date.

On the Distribution Date, each outstanding option to purchase a share of Bitstream common stock (the “Bitstream Options”) will be divided into (i) one option to purchase a share of Bitstream common stock (each an “Adjusted Bitstream Option”) and (ii) one option to purchase a share of MSDH common stock (each a “MSDH Option”). Each Adjusted Bitstream Option will continue to have, and be subject to, the same terms and conditions set forth in the applicable equity compensation plan of Bitstream and as provided in the respective option agreements governing such Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted Bitstream Option shall be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the total consideration in the Bitstream Merger and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH. Each Adjusted MSDH Option shall be issued under the MSDH Incentive Compensation Plan, to be established by MSDH immediately prior to the Distribution Date, but shall otherwise be subject to the same term and conditions of the Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted MSDH Option will be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the estimated enterprise value of MSDH and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH.

Each Adjusted Bitstream Option with an adjusted exercise price that is less than the per share merger consideration in the Bitstream Merger will, on the effective date of the Bitstream Merger, be converted into the right to receive an amount in cash equal to the difference between the per share merger consideration and the adjusted exercise price of such Adjusted Bitstream Option upon completion of the Bitstream Merger as provided in the Merger Agreement. Each Adjusted Bitstream Option with an exercise price equal to or greater than the per share merger consideration in the Bitstream Merger will be cancelled on the effective date of the Bitstream Merger without any payment.

No fractional shares of Bitstream common stock are currently outstanding, and no fractional shares of MSDH common stock will be issued as part of the distribution.

Bitstream’s stockholders will not be required to pay any cash or other consideration for the MSDH common stock received in the distribution. The distribution of the MSDH common stock to Bitstream stockholders will, however, have certain material U.S. federal income tax and other consequences, as discussed in this prospectus.

Bitstream will pay the costs and expenses incurred in connection with the distribution.

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ARRANGEMENTS BETWEEN BITSTREAM AND MSDH

We have provided below summary descriptions of the Contribution Agreement, the Intellectual Property Assignment and License Agreements, the Distribution Agreement, the Tax Indemnity Agreement and the Transition Services Agreement. You should read the full text of these agreements, which have been filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part.

Contribution Agreement

On November 10, 2011 (the “Separation Date”), Bitstream and MSDH entered into a Contribution Agreement (the “Contribution Agreement”) which provided for the transfer by Bitstream to MSDH of all assets and liabilities relating to the Pageflex Products and BOLT Products. The Contribution Agreement defines the assets that Bitstream transferred to MSDH and the corresponding liabilities that were assumed from Bitstream.

Contribution of Assets from Bitstream to MSDH

Effective on the Separation Date, Bitstream transferred and assigned the following assets (the “Transferred Assets”) to MSDH:

• all contracts, leases or subleases of personal property, leases or subleases of real property, licenses, agreements, commitments and all other legally binding arrangements of Bitstream related exclusively to the Pageflex or BOLT Products;

• all tangible personal property and interests therein, including machinery, equipment, furniture and furnishings of Bitstream relating solely and exclusively to the Pageflex or BOLT Products;

• all assets reflected on MSDH’s unaudited consolidated balance sheet as of June 30, 2011, minus any assets disposed of after June 30, 2011;

• all written off, expensed or fully depreciated assets that would have appeared on MSDH’s balance sheet as of June 30, 2011 if MSDH had not written off, expensed or fully depreciated them;

• all assets that the MSDH business exclusively uses with respect to the Pageflex Products and the BOLT Products as of the Separation Date but that are not reflected in MSDH’s balance sheet as of June 30, 2011 due to mistake or omission;

• all rights, claims and credits, including all guarantees, warranties, indemnities and similar rights in favor of Bitstream relating solely and exclusively to the Pageflex or the BOLT Products;

• all accounts receivable and other rights to payment for goods and services payable to Bitstream as of the Separation Date that relate solely and exclusively to the Transferred Assets;

• all books and records, customers’ and suppliers’ lists, other distribution lists, sales and promotional literature, manuals, customer and supplier correspondence of Bitstream relating solely and exclusively to the Pageflex or BOLT Products;

• all rights in the trade and service marks and domain names incorporating or based on the names Pageflex or BOLT;

• all of the outstanding equity of Bitstream Israel Ltd. owned by Bitstream;

• all licenses, permits, authorizations and approvals from any governmental authority of Bitstream that relate solely and exclusively to the Pageflex or BOLT Products;

• all credits, deferred charges and prepaid items of Bitstream that relate solely and exclusively to the Pageflex or BOLT Products; and

• Bitstream’s rights, title and interests in its lease at Bitstream’s corporate offices; and

• all goodwill associated with the Transferred Assets.

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Assumption of Liabilities

Effective on the Separation Date, MSDH assumed the following liabilities from Bitstream (the “Assumed Liabilities”):

• all liabilities and obligations of Bitstream relating to the Transferred Assets, the Separation and the Pageflex or BOLT Products;

• any and all taxes, assessments and other governmental charges, duties, impositions and liabilities imposed by any governmental entity, together with all interest, penalties and additions imposed with respect to such amounts, attributable or relating to the Transferred Assets or the Separation;

• the liabilities of Bitstream under Bitstream equity or other compensation awards;

• all liabilities reflected as liabilities on MSDH’s unaudited consolidated balance sheet as of June 30, 2011, minus any liabilities that were discharged after such date of the balance sheet; and

• all liabilities that are primarily related to or primarily arise out of the MSDH business relating to the Pageflex Products or the BOLT Products, or the operation of any business conducted by MSDH, at the Separation Date but are not reflected in MSDH’s balance sheet as of June 30, 2011 due to mistake or omission.

Indemnification

MSDH agreed to indemnify, defend and hold harmless Bitstream, its affiliates and their respective successors and assigns from, against and in respect of any damages, losses, claims or liabilities (including but not limited to reasonable attorneys’ fees) relating to or arising out of MSDH’s failure to satisfy any of the Assumed Liabilities.

Intellectual Property Assignment and License Agreements

On the Separation Date, Bitstream and MSDH entered into two intellectual property assignment and license agreements. One intellectual property assignment and license agreement pertains to the Pageflex Product’s intellectually property (the “Pageflex IPAL”) and the other intellectual property assignment and license agreement pertains to intellectual property related to the BOLT Products (the “BOLT IPAL”).

Pageflex IPAL

Under the Pageflex IPAL, Bitstream assigned certain intellectual property related to the Pageflex Products to us including patents, software, trademarks and other specified assets. Also, certain software that Bitstream continues to own after the Separation Date that is used in connection with the Pageflex Products was licensed by Bitstream to MSDH on a non-exclusive basis. The licenses from Bitstream to MSDH shall be assignable to an acquirer or a successor-in-interest in the event MSDH undergoes a change of control.

BOLT IPAL

Under the BOLT IPAL, Bitstream assigned certain intellectual property related to the BOLT Products to us including patents, software, trademarks and other specified assets. Additionally, certain intellectual property rights that Bitstream continues to own after the Separation Date that are used or could be used in connection with the BOLT Products were licensed by Bitstream to MSDH on a non-exclusive basis. We also have non-exclusively license certain intellectual property rights, which Bitstream assigned to us in the BOLT IPAL, back to Bitstream. The licenses from Bitstream to MSDH are assignable to an acquirer or a successor-in-interest in the event MSDH undergoes a change of control.

Distribution Agreement

Bitstream and MSDH have entered into a Distribution Agreement (the “Distribution Agreement”) that contains the key provisions relating to the Distribution.

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Cash to be Transferred to MSDH

On the Distribution Date, Bitstream will provide to MSDH approximately $         million in cash. Prior to the Distribution Date, MSDH will continue to operate as a wholly-owned subsidiary of Bitstream and Bitstream is required to continue to fund all of MSDH’s operating expenses. MSDH believes that the contribution of approximately $         million from Bitstream to MSDH on or about the Distribution Date, together with MSDH’s expected revenue in 2012, will provide MSDH with sufficient working capital through at least the next twelve months.

The Distribution

On the Distribution Date, Bitstream intends to distribute the shares of common stock of MSDH that Bitstream holds to Bitstream stockholders. Bitstream may, in its sole discretion, change the distribution date. Bitstream intends to consummate the distribution only if the following conditions are met (any of which may be waived by Bitstream):

• all required government approvals must be in effect; and

• no legal restraints must exist preventing the distribution.

Termination of the Agreement

Both Bitstream and MSDH must agree to terminate the Distribution Agreement and all ancillary agreements for a termination to be effective at any time between the closing of this offering and the distribution.

Tax Indemnity Agreement

MSDH has entered into a Tax Indemnity Agreement with Bitstream pursuant to which MSDH will indemnify Bitstream on an after tax basis from and against taxes imposed on Bitstream by reason of Distribution of the MSDH stock to the shareholders of Bitstream. MSDH is not responsible under the Tax Indemnity Agreement for tax liabilities of Bitstream resulting from certain actions taken by Bitstream after the Merger. MSDH has the right under the Tax Indemnity Agreement to require Bitstream to contest the assertion by a taxing authority of a tax deficiency if MSDH would be required to indemnify Bitstream for such deficiency.

Transition Services Agreement

MSDH has entered into a transition services agreement with Monotype covering the provision of various transitional services, including information technology, data migration, finance, accounting and financial reporting services by MSDH to Bitstream and product support services to be provided by Bitstream to MSDH. All infrastructure hardware and software (including, but not limited to, telecommunications, networks, servers, desktop computers and enterprise applications, unless prohibited by a third party) shall be owned by MSDH. The services to be provided by MSDH to Bitstream will generally be provided at a rate of $            per hour for finance, accounting and financial reporting transition services and $            per hour for information technology and data migration services. Product support services to be provided by Bitstream to MSDH will generally be provided at a rate of $            per hour. The transition services agreement will generally have a term of six months from the date of the Distribution.

Merger Agreement

Obligations of MSDH and Bitstream

The Merger Agreement between Bitstream and Monotype requires the Distribution to be completed three business days prior to the Bitstream Merger. Under the Merger Agreement, Bitstream is obligated to use its

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reasonable best efforts to solicit and obtain stockholder approval of the Merger and to complete the Distribution as promptly as practicable. Under the Distribution Agreement, Bitstream and MSDH are obligated to use their reasonable best efforts to have the registration statement of which this prospectus is a part declared effective by the SEC, to complete the registration or qualification of the MSDH shares of common stock under applicable state securities or blue sky laws, and to qualify the MSDH common stock for quotation on the over-the-counter bulletin board.

Options

On the Distribution Date, each outstanding option to purchase a share of Bitstream common stock (the “Bitstream Options”) will be divided into (i) one option to purchase a share of Bitstream common stock (each a “Adjusted Bitstream Option”) and (ii) one option to purchase a share of MSDH common stock (each an “ MSDH Option”). Each Adjusted Bitstream Option will continue to have, and be subject to, the same terms and conditions set forth in the applicable equity compensation plan of Bitstream and as provided in the respective option agreements governing such Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted Bitstream Option shall be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the total consideration in the Bitstream Merger and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH. Each Adjusted MSDH Option shall be issued under the MSDH Incentive Compensation Plan, to be established by MSDH immediately prior to the Distribution Date, but shall otherwise be subject to the same term and conditions of the Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted MSDH Option will be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the estimated enterprise value of MSDH and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH.

Each Adjusted Bitstream Option with an adjusted exercise price that is less than the per share merger consideration in the Bitstream Merger will, on the effective date of the Bitstream Merger, be converted into the right to receive an amount in cash equal to the difference between the per share merger consideration and the adjusted exercise price of such Adjusted Bitstream Option upon completion of the Bitstream Merger as provided in the Merger Agreement. Each Adjusted Bitstream Option with an exercise price equal to or greater than the per share merger consideration in the Bitstream Merger will be cancelled on the effective date of the Bitstream Merger without any payment.

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PRO FORMA CAPITALIZATION

The following table sets forth the capitalization and certain other balance sheet data of MSDH as of June 30, 2011:

• On an actual basis;

• On a pro forma basis to give effect to (i) the contribution of cash by Bitstream as contemplated by the Contribution Agreement and (ii) the effect of other transactions contemplated by the Contribution Agreement; and

• On a pro forma as adjusted basis to give effect to the distribution of one share of common stock of MSDH for each share of Bitstream common stock owned.

The following table should be read in conjunction with our pro forma combined condensed balance sheet, our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

	June 30, 2011
	MSDH Historical			Pro Forma			MSDH Pro Forma, as Adjusted
Cash	$	598		$	5,352		$	5,352
Divisional equity:
Preferred stock, $0.01 par value:
no shares authorized, issued or outstanding, actual; 10,000 shares authorized, no shares issued or outstanding proforma as adjusted	$	—		$	—		$	—
Common stock, $0.01 par value:
no shares authorized, issued or outstanding, actual; 30,500 shares authorized and 10,665 shares issued and outstanding, pro forma as Adjusted		—			—			107
Additional paid-in capital		1,214			1,214			1,107
Accumulated deficit		(40,174	)		(40,174	)		(40,174	)
Contributions from parent company		43,937			48,210			48,210
Total divisional equity		4,977			9,250			9,250
Total capitalization	$	4,977		$	9,250		$	9,250

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

On November 10, 2011, Bitstream transferred and assigned all of the assets and liabilities relating to, arising from or in connection with Bitstream’s Pageflex and Bolt product lines to MSDH, also termed the Separation. Also, on November 10, 2011, the board of directors of Bitstream voted to authorize the distribution of shares of MSDH on a one for one basis to holders of Bitstream common stock owned on                     , 2011. The completion of the Separation and Distribution is a condition precedent to the planned Bitstream Merger and must be completed three business days prior to the effective time of the Bitstream Merger.

On June 3, 2010, Bitstream completed the acquisition of certain of the assets of Press-sense Ltd.(“Press-sense”) pursuant to the terms of a Purchase and Sale Agreement dated May 31, 2010 by and among Bitstream, Bitstream Israel Ltd., a wholly-owned subsidiary of MSDH organized under the Laws of Israel and by the court appointed Special Manager of Press-sense LTD, an Israeli company in temporary liquidation under the supervision of the District Court of Haifa.

The purchase price of $6,528,000, including $28,000 of VAT, was paid in cash. Assets purchased include all Press-sense software and know-how and related intellectual property rights (both source code and object code) fixed and tangible assets, trademarks, transferable licenses and customer data (the “Business Acquired”). Bitstream did not assume any of the known or unknown liabilities of Press-Sense and its subsidiaries.

The unaudited pro forma combined condensed balance sheets and statements of operations, together referred to as the “Pro Forma Financial Statements” should be read in conjunction with:

• The accompanying notes to the Pro Forma Financial Statements;

• The audited financial historical financial statements of MSDH as of and for the year ended December 31, 2010 included elsewhere in this prospectus; and

• The unaudited historical financial statement of MSDH as of and for the six months ended June 30, 2011 included elsewhere in this prospectus.

Our unaudited pro forma combined condensed balance sheet gives effect to the Separation, Distribution and the Bitstream Merger as if they had occurred on June 30, 2011. Our pro forma combined condensed balance sheet as of June 30, 2011 does not give effect to pro forma adjustments for the acquisition of the assets of Press-sense as the acquisition is already reflected in our balance sheet as of June 30, 2011. Our unaudited pro forma combined condensed statements of operations have been prepared giving effect to the Separation, Distribution and the Bitstream Merger as if they had occurred on January 1, 2010 and the acquisition of Press-sense Ltd. as if it had occurred on January 1, 2010. Our unaudited pro forma combined condensed statement of operations for the six months ended June 30, 2011 give no effect for pro forma adjustments related to the acquisition of assets of Press-Sense as the acquisition has already been reflected in our historical financial statements for the full period.

The historical financial information for MSDH is derived from the unaudited balance sheet and statement of operations of MSDH as of and for the six months ended June 30, 2011, and the audited statement of operations for the year ended December 31, 2010, included elsewhere in this prospectus. MSDH will not have operated as a standalone company prior to the Separation, Distribution and Merger. The historical MSDH balance sheet generally reflects the financial position of MSDH as if it had been a separate entity as of June 30, 2011. Only those assets and liabilities that were specifically identifiable to the MSDH business or those assets and liabilities that were used primarily by the MSDH business have been included in the balance sheet of MSDH. The MSDH statements of operations reflect revenue directly attributable to the MSDH business as well as costs and expenses that were specifically identified to MSDH. For those costs that were impractical to designate to a business or were shared by the Bitstream business and the MSDH business, primarily general & administrative costs, allocations were made based on the most relevant measure, such as headcount and product line revenue.

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The pro forma combined condensed balance sheet includes adjustments for all amounts that will be distributed to MSDH as contemplated by the Contribution Agreement between Bitstream and MSDH. This consists primarily of cash and non-specific assets and liabilities that are being distributed to MSDH. The proforma statements of operations include adjustments to reflect expenses that will be borne by MSDH after consummation of the contribution agreement.

The pro forma financial statements have been prepared based on available information and assumptions that we believe are reasonable and are intended for informational purposes only; they are not necessarily indicative of what the financial position or results of operations actually would have been had the Separation, Distribution, Bitstream Merger or the Press-Sense acquisition occurred at the dates indicated, nor do they purport to project our future financial position or results of operations.

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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

Unaudited Pro Forma Combined Condensed Balance Sheet

As of June 30, 2011

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Historical MSDH(1)			Pro Forma Adjustments			MSDH Pro Forma, as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	598		$	4,754	(A)	$	5,352
Accounts receivable, net of allowance of $36		648			—			648
Prepaid expenses and other current assets		635			319	(B)		954
Total current assets		1,881			5,073			6,954
Property and equipment, net		681			—			681
Other		233			7	(B)		240
Goodwill		3,297			—			3,297
Intangible assets, net		3,271			—			3,271
Total assets	$	9,363		$	5,080		$	14,443
LIABILITIES AND DIVISIONAL EQUITY
Current liabilities:
Accounts payable	$	330		$	185	(C)	$	515
Accrued payroll and other compensation		626			133	(C)		759
Other accrued expenses		212			489	(C)		701
Deferred revenue		2,350			—			2,350
Total current liabilities		3,518			807			4,325
Long-term deferred revenue		349			—			349
Long—term deferred rent		519			—			519
Total liabilities		4,386			807			5,193
Commitments and contingencies
Divisional equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; no shares issued or outstanding, actual or proforma as adjusted		—			—			—
Common stock, $0.01 par value: 30,500 shares authorized and no shares issued or outstanding, actual; 30,500 shares authorized and 10,665 shares issued and outstanding, pro forma as Adjusted		—			107			107
Additional paid-in capital		1,214			(107	)		1,107
Accumulated deficit		(40,174	)		—			(40,174	)
Contributions from parent company		43,937			4,273	(D)		48,210
Total divisional equity		4,977			4,273			9,250
Total liabilities and divisional equity	$	9,363		$	5,080		$	14,443

(1) As reported in our unaudited consolidated balance sheet as of June 30, 2011.

See accompanying Notes to Pro Forma Combined Condensed Financial Statements.

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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

Unaudited Pro Forma Combined Condensed Statement of Operations

For the six months ended June 30, 2011

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Historical MSDH(1)			Pro  Forma Adjustments			MSDH Pro Forma, as Adjusted
Revenue:
Software licenses	$	1,367		$	—		$	1,367
Services		2,978			—			2,978
Total revenue		4,345			—			4,345
Cost of revenue:
Software licenses		581			43	(E)		624
Services		980			—			980
Cost of revenue		1,561			43			1,604
Gross profit		2,784			(43	)		2,741
Operating expenses:
Marketing and selling		1,698			23	(E)		1,721
Research and development		3,451			27	(E)		3,478
General and administrative		1,788			1,167	(F)		2,955
Total operating expenses		6,937			1,217			8,154
Operating loss		(4,153	)		(1,260	)		(5,413	)
Interest and other income, net		54			—			54
Loss before provision for income taxes		(4,099	)		(1,260	)		(5,359	)
Provision for income taxes		(23	)		—			(23	)
Net loss	$	(4,122	)	$	(1,260	)		(5,382	)
Basic and diluted net loss per share	$	(0.41	)				$	(0.53	)
Basic and diluted weighted average shares outstanding		10,165						10,165

(1) As reported in our unaudited consolidated statement of operations for six months ended June 30, 2011.

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

Unaudited Pro Forma Combined Condensed Statement of Operations

For the year ended December 31, 2010

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Historical MSDH(1)			Pro Forma Adjustments			Historical Press- sense(2)			Pro Forma Press-sense Adjustments			MSDH Pro Forma, as Adjusted
Revenue:
Software licenses	$	1,964		$	—		$	2,127		$	—			4,091
Services		4,370			—			—			—			4,370
Total revenue		6,334			—			2,127			—			8,461
Cost of revenue:
Software licenses		571			88	(F)		497			122	(G)		1,278
Services		1,750			—						—			1,750
Cost of revenue		2,321			88			497			122			3,028
Gross profit		4,013			(88	)		1,630			(122	)		5,433
Operating expenses:
Marketing and selling		3,089			39	(F)		939			81	(H)		4,148
Research and development		5,514			43	(F)		1,298			—			6,855
General and administrative		2,503			1,718	(G)		505			—			4,726
Total operating expenses		11,106			1,800			2,742			81			15,729
Operating loss		(7,093	)		(1,888	)		(1,112	)		(203	)		(10,296	)
Interest and other income (loss), net		—			—			(153	)		(30	)(I)		(183	)
Loss before provision for income taxes		(7,093	)		(1,888	)		(1,265	)		(233	)		(10,479	)
Provision for income taxes		—			—			—			(15	)(J)		(15	)
Net loss	$	(7,093	)	$	(1,888	)	$	(1,265	)	$	(248	)		(10,494	)
Basic and diluted net loss per share	$	(0.71	)										$	(1.06	)
Basic and diluted weighted average shares outstanding		9,923												9,923

(1) As reported in our audited consolidated statement of operations for year ended December 31, 2010.

(2) As reflected in Press-sense Ltd. unaudited carve-out statement of operation for the period of January 1, 2010 to June 2, 2010.

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

Notes to Unaudited Pro Forma Combined Condensed Financial Statements

(in thousands)

The unaudited pro forma combined condensed balance sheets and statements of operations reflect the effect of the following pro forma adjustments. Pro forma adjustments reflect only those adjustments which are directly attributable to the transactions and factually determinable.

Pro forma adjustments related to the Separation, Distribution and Merger of Bitstream and MSDH:

(A) Adjustment to record the cash distributed to MSDH as part of the Separation under the terms of the Distribution Agreement On or prior to the effective date of the Distribution, Bitstream will provide to MSDH all cash of Bitstream and its subsidiaries other than amounts withheld to pay taxes of Bitstream and its subsidiaries accrued through the separation, cash to pay all transactions costs incurred by Bitstream in conjunction with the Bitstream merger, cash to pay the corporate tax liability arising in connection with the Distribution and cash to pay severance for Bitstream employees who will not become employed by either MSDH, Monotype or their respective subsidiaries after the Bitstream merger.

(B) Adjustment to record the prepaid expense related to Bitstream’s general corporate insurance, prepaid insurance related to the employees of Bitstream who will become MSDH’s employees due to the separation and other adjustments for other current assets that will be transferred to MSDH as part of the Separation. The unaudited balance sheet as of June 30, 2011 does not include assets and liabilities related to general use corporate assets or general & administrative employees unless utilized primarily by MSDH. Under the terms of the Contribution Agreement, assets and liabilities relating to general use corporate assets and relating to employees in the general and administrative functions will be transferred to MSDH, unless specifically excluded as part of the merger.

(C) Adjustments to record accrued payroll and compensations for the employees of Bitstream who will become MSDH’s employees under the terms of the Contribution Agreement as well as adjustments to record other current liabilities that will be assigned to MSDH as part of the Separation. The unaudited balance sheet as of June 30, 2011 does not include assets and liabilities related to general use corporate assets or general & administrative employees unless utilized primarily by MSDH. Under the terms of the Contribution Agreement, assets and liabilities relating to general use corporate assets and relating to employees in the general and administrative functions will be transferred to MSDH, unless specifically excluded as part of the merger.

(D) Adjustment to record the additional contributions from Bitstream resulting from the Contribution Agreement.

(E) Adjustments to record additional costs related to salary and wages, stock option compensation and employee benefits, depreciation expenses and facilities cost for the employees of Bitstream who were shared employees of Bitstream and MSDH but who will become MSDH’s employees under the terms of the Contribution Agreement. The unaudited statement of operations for the six months ended June 30, 2011 and the audited statement of operations for the year ended December 31, 2010 include only a portion of the expenses for shared employees. Under the terms of the Contribution Agreement, shared employees, other than those specifically excluded, will become employees of MSDH.

(F) Adjustments to record additional salary and wages, directors compensation, stock option compensation and employee benefits, depreciation expenses and facilities cost for the general and administrative employees of Bitstream who will become MSDH’s employees under the terms of the Contribution Agreement. The unaudited statement of operations for the six months ended June 30, 2011 and the audited statement of operations for the year ended December 31, 2010 include only a portion of the expenses for general & administrative expenses as these were shared employees and directors. Under the terms of the Contribution Agreement, general & administrative employees, other than those

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specifically excluded, will become employees of MSDH. At the outset, the Board of Directors of Bitstream will serve as directors of MSDH after completion of the Bitstream merger.

Pro forma adjustments related to the acquisition of assets from Press-sense Ltd.

(G) Adjustment to record amortization expense of $122 related to the Developed Product Technology. Bitstream recorded $1,410 of Developed Product Technology that is being amortized to Cost of Revenue over a 7.5 year period on a straight-line basis.

(H) Adjustment to record amortization expense of $81 related to the Customer Relationship asset. Bitstream recorded $2,200 related to Customer Relationships that is being amortized to Sales and Marketing expense over an 11.5 year period on a straight-line basis.

(I) Adjustment to remove interest and other expense related to Press-sense’s historical debt financing.

(J) Adjustment to record income tax expenses related to the amortization of goodwill resulting from the acquisition for tax purposes but not book purposes.

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BUSINESS

Overview

After the completion of the sale of the Fonts Products resulting from the Bitstream Merger with Monotype, MSDH will continue to conduct the operations of Bitstream with respect to the Pageflex Products and the BOLT Products as follows:

Automated Marketing Communication and Print Production Technologies. The Pageflex^® product line enables companies across the globe to communicate their marketing messages more easily and effectively. It is the advanced technology for brand management, web-to-print applications, and sophisticated personalized communications based on customer information. We pioneered flexible variable data software in 1997 and have been a technology innovator in the document customization arena ever since. The platform produces rich, creative, award-winning document designs that look like they were given the individual attention of a graphic designer but were, in reality, created on-the-fly with Pageflex variable publishing technology. Print service providers, marketing service providers, corporate marketers, and publishers use Pageflex Products to ensure design integrity and brand control while empowering local users to customize and personalize print collateral, email campaigns, and 1-to-1 marketing Web sites. Pageflex Persona™ is desktop software that produces personalized print and email documents using data from a database. Pageflex Studio ID is a plug-in to Adobe InDesign for producing personalized print pieces. Pageflex Storefront is a turnkey solution for producing web portals for document customization and online purchasing of print documents. Pageflex Server provides an enterprise solution for high-volume document customization driven by a database or requests from a web site. Pageflex iWay provides business flow automation for printing companies. Pageflex Campaign Manager lets companies develop personal conversations with their customers in print, email, and online. Pageflex Products enable companies worldwide to manage, streamline, and automate their document production processes, communicate more personally with their customers, and control their brand and market messaging while enabling their remote employees, franchises, and consumers to use a self-serve model to order customized communications. Pageflex Products are purchased by both corporations and the printing companies that support them, who also use the software to control and track production processes in order to improve their business ROI.

Mobile Browsing Technologies. BOLT^® provides a consistent, full desktop-style browsing experience on almost any handset. BOLT was released into private beta in January 2009, and through March 2011, BOLT has been installed over 20 million times by mobile phone users looking for a better mobile browsing experience. The BOLT mobile browser offers faithful rendering of Web pages and it is the only browser for mobile phones of all types to support streaming video from popular media sharing sites such as YouTube and MySpace. Compatible with most handsets that support the J2ME or BREW/BMP operating systems, BOLT’s advanced features include video support, W3C based widget support, direct Facebook and Twitter integration, six levels of magnification, international localization, copy/paste, FOTA updates, and additional usability features such as auto-complete url, save page, secure browsing, patented split-screen minimap, password manager, rss subscriptions, automatic socket support, history and keypad shortcuts. BOLT is a WebKit-based cloud computing mobile browser. This cloud computing architecture is the key to BOLT’s capabilities. Web pages are first loaded by the BOLT servers, then transcoded and sent to the BOLT mobile browser client on handsets. This client/server approach maintains the integrity of Web page layouts, reduces packet consumption on data networks, dramatically improves page load speeds, and enables advanced features such as video streaming.

Products and Markets Overview

Automated Marketing Communication and Print Production Technologies

Printing is one of the oldest industries of the world. Over the course of the last twenty years, the printing industry has undergone a revolution, evolving traditional methods of printing to digital technologies. Digital printing technologies provide substantial flexibility in printing services, a wide array of internet applications, economies of scale, the ability to achieve substantial personalization, and newer, more efficient methods of procurement and

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production. In the past several years, corporate marketing departments have learned to take advantage of the internet as a new marketing medium. These departments are becoming familiar with the qualities and opportunities of the internet as a medium, such as the abilities to update information quickly and easily, to generate content pages dynamically directly from corporate databases, and to personalize the customer experience. At the same time, companies are realizing the increased customer loyalty and profits that result from treating customers as individuals. They recognize the importance of identifying their most valuable customers and lavishing attention on them in a way tailored specifically to their needs. While we saw these trends begin in the United States, we now see the adoption of these techniques in developed and emerging countries worldwide, especially by multi-national corporations. To implement one-to-one communications, marketing communications must be moved from a one-size-fits-all approach to a custom manufacturing model, in which thousands of variations can be produced at low cost. With the advent of high-speed color printers and digital presses, it is no longer cost-prohibitive to print smaller quantities, whether for localized marketing materials (short-run) or for one-to-one personalized materials (a run of one).

Our automated marketing communication and print production products, which are marketed and sold under the Pageflex brand, use intelligent, flexible templates to automatically assemble customized content—logos, imagery, illustrations, and text—in print, bitmap, or HTML formats for production through a wide range of digital print output devices, the web, and e-mail. Pageflex templates are based on the principle of separating document content—raw information—from document design—how the page is laid out, what fonts and colors are used, and how images are sized and positioned. The copyfitting and placement rules, together with permissions that govern user ability to change elements, are built into each design template by the designer. Content providers can modify and add their content with little or no design skill. Document designs originally developed in Quark Xpress can be imported into Pageflex through the use of a Pageflex Xtension that enables documents to be exported to the Pageflex XML data format. Similar capabilities exist for document designs originating in Adobe InDesign or companies can choose to use Pageflex’s line of plug-in products that produce customized documents directly from Adobe InDesign.

In 2010, Bitstream acquired the assets and intellectual property of Press-Sense Ltd., a private, venture-capital funded company in Israel, and integrated the company’s products, customers, and OEM relationships into the Pageflex Products. These products deepen the Pageflex portfolio in the web-to-print space with a particular emphasis on managing the production process and business flow automation in printing companies.

Web-to-print started with the onset of e-commerce in the 1990s. It was defined as a commercial pre-press process that bridged the gap between digital content online and commercial print production. Initially, the electronic (“e”) enablement of business processes concerned the marketing, selling, buying, and production of printed products, and dramatically changed the long-established order of the graphic communications value chain. In the ensuing years, this concept of e-business services has matured and further expanded to encompass a much broader scope of products and services, including:

• fully-functioning job ordering and specification;

• job tracking;

• customizable storefronts;

• document and template customization with variable data capabilities;

• multi-channel campaign management;

• digital asset management;

• inventory control; and

• integration with production workflow to streamline operational efficiency.

Based on a robust feature set, these systems are enabling broader multi-channel internet services. Today, we define web-to-print as a browser-based application that facilitates commerce, collaboration, and/or customer

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service interaction between those who buy print products and those who sell them. Pageflex has developed two leading edge and well-known complementary brands of web-to-print solutions. Pageflex Storefront enables medium and large- size printers and corporate enterprises to grow their businesses by offering new marketing services. Pageflex iWay enables in-plants and small and medium-size printers to increase the production efficiency of their print shop.

The Pageflex Products consist of:

Desktop Applications

Pageflex Persona Cross Media Suite is a desktop software application enabling targeted and personalized content in both print and e-mail. The product incorporates award-winning variable data and cross-media functionality from Pageflex into a desktop application. It is the only desktop application on the market to enable database-driven personalized output in both print and e-mail. Among its compelling features are cross-media capabilities for creating coordinated print and e-mail marketing campaigns, variable-length document capabilities, flexible layouts, and the ability to compose text in more than 60 languages, including Japanese and Chinese. Another key capability is its cross compatibility with Pageflex server-class products, meaning all templates, variables, and projects can be easily reused for web-to-print applications, providing a variety of options for migration and expanded Pageflex configurations.

Pageflex Studio ID is a variable data plug-in for Adobe InDesign CS4 and CS5 enabling the personalization and customization of print documents. Users utilize an additional Pageflex Studio ID palette within InDesign to create variables, business rules, action scripts, and print settings for each data run. The plug-in is also used to prepare customizable templates for use in Pageflex Server and Pageflex Storefront, Bitstream’s award-winning web-to-print offering. It is available on both the Macintosh and Windows platforms.

Server Applications

Pageflex Server is an enterprise-level variable data solution that can be plugged into any workflow. It can be used for offline variable data processing in which orders are taken in through traditional means (email, FTP, etc.) and is also ideal for jobs that run on a regular basis (with updated mail list data). Some Pageflex Server customers use it as the backend variable data print (VDP) engine behind a web-to-print site that they have developed themselves; others use it independent of a web-to-print offering. Companies use Pageflex Server to automate the production of business cards and correspondence, marketing brochures and booklets, advertising and signage, photo books and yearbooks, and much more. Pageflex Server works with both the patented Pageflex NuDoc composition engine, which features flexible documents that adjust dynamically based on the size or shape of the variable content added, or the industry-standard Adobe InDesign Server for the ultimate in graphic design features. Pageflex Server can scale to handle high volumes of jobs, and its robust 24x7 architecture includes server cluster scalability, queue-based load balancing, fail-over protection, centralized licensing and administration, and an extensible platform and APIs for end-to-end workflow integration with existing production and business systems.

Pageflex Storefront, Pageflex’s most popular direct-sale product, provides companies with an easy-to-use online platform for creating, customizing, and distributing all types of documents. Pageflex Storefront saves end users time and money, and gives them brand control, business growth opportunities, and the ability to streamline their internal processes. This turnkey solution includes user account, shopping cart and order management, as well as personalization and customization technology for online document editing. Pageflex Storefront has been installed in over 2,000 applications by more than 500 active customers. Pageflex Storefront was a winner of the prestigious GATF InterTech Technology Award for 2005, which is recognized industry-wide as a mark of excellence and innovation. The judges described the system as “elegant”, “user friendly”, and “amazingly powerful”. Pageflex Storefront has gone on to win numerous other industry awards as we have enhanced the product with capabilities specific to business-to-business and business-to-consumer sites, integrations with third-party print production systems that enable streamlined and automated workflows, and product

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internationalization. Pageflex Storefront is customizable, allowing companies to give their web site a unique look and feel, a workflow that meets their users’ needs, and the ability to seamlessly integrate it with other systems within their organization, for example a digital asset management system, a CRM system, mail list databases, production workflow systems, or an MIS product.

Similar to Pageflex Server, the document templates offered on the site can be designed using the patented Pageflex NuDoc composition engine or the industry-standard Adobe InDesign Server.

Pageflex SaaS (Software as a Service) is a new offering from Bitstream. It is a fast, easy and cost-effective way for businesses to start reaping the benefits of Pageflex Storefront without making a large financial investment in software, hardware, and IT resources. We host and manage the servers and all of the IT infrastructure work to keep the site up and running. The Basic Option includes the critical features companies need to quickly and easily get started with Web-to-Print:

• One live store and the administration site to manage it;

• One demo/staging site that can be used to demonstrate the web-to-print capabilities;

• Domain and SSL certificate purchase and setup;

• One copy of Pageflex Studio;

• Access to our “Getting Started” video training series and full documentation; and

• Full access to Pageflex’s experienced support team.

We also offer a Quick Start Option that includes everything in the Basic Option and, for an additional fee, the creation and configuration of ten key products to help the company start selling right out of the gate.

Pageflex iWay is a complete end-to-end web-to-print workflow and print management platform. It brings together web-based ordering, pre-press, production and delivery, and fully automates these processes for digital and hybrid print service providers of all sizes. The product increases the capacity of the jobs flowing into the print provider’s production facility, while accelerating throughput, reducing associated labor costs, and automating job management. Pageflex iWay allows the Print Service Provider to create diverse business workflows ranging from simple, 3-click reprint orders for inexperienced users to more sophisticated, customized workflows that can include variable information (VI), approval cycles, cost centers, branded sites, login-dependent launch pads or guest logins, for example. Pageflex iWay increases both buyer loyalty and customer satisfaction, while providing print managers with valuable business data. Pageflex iWay has been installed in over 1,700 applications by more than 700 active customers.

Pageflex Manager is a print management solution that combines MIS, CRM and asset management functionality to manage the job cycle at an affordable price. It enables small commercial print houses and print-on-demand suppliers to take on small jobs with confidence that their profit will not be eaten up by the hassle and costs of print management.

By merging front-end CRM capabilities with back-end billing and fulfillment processes, Pageflex Manager provides an easy to use solution for managing the full business flow. Working together with Pageflex iWay, Pageflex Manager seamlessly integrates offline business flows, such as phone and walk-in orders, with web-based front and back-end system, providing a robust solution for managing the full print business flow. It enables capture of orders from a variety of additional sources, such as a Customer Service Representative, email, phone, fax and walk-in. Pageflex Manager optimizes all print business flows to reduce job handling time and eliminate the problems that can easily occur when business flow and print management are not handled in a systematic way.

Pageflex Manager enhances efficiency and customer communications while also eliminating the costs typically incurred by the need to configure multiple systems and fragmented databases. Enhanced tracking capabilities make it easy to efficiently manage pre-production, production, delivery and billing.

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Pageflex Campaign Manager addresses the growing industry trend that requires marketers to show measurable results for all expenditures, while also increasing the company (or product) relationship with each customer. Pageflex Campaign Manager simplifies the process of creating a multi-touch marketing campaign, while providing robust reporting capabilities to track a campaign’s success. It allows marketers to focus on crafting the marketing message, not the mechanism for getting it distributed.

Pageflex Campaign Manager is used to produce printed direct mail, email, and Web microsites, with each of these components being personalized for the individual recipient. The direct mail and email components can contain a personalized URL (pURL) that the recipient can visit online. At the resulting Web microsite the Web content can be personalized and customized for the individual based on demographic or buying information that is known about them. Pageflex Campaign Manager can be used to develop surveys on the Web microsite pages to gather additional information about the customer. An API enables integration with CRM and other business systems. The system can generate follow-up emails to the individual, alerts to the appropriate sales person, and follow-up print mailings. A refer-a-friend feature allows recipients to pass the campaign along to others or for visitors to a website to self-register to be part of the campaign.

Pageflex Campaign Manager includes a password-protected online dashboard where the marketer can view in real-time an accurate, detailed account of the effectiveness of each component used in the multi-touch marketing campaign. Individual recipients are tracked, including how many times they are touched and their responses to online surveys. Overall campaign statistics can be viewed and analyzed.

Associated Software Products

Pageflex NuDoc is an advanced document composition engine based on the principle of separating form from content. Leveraging object-oriented technology, NuDoc is a reusable building block for document processing applications. NuDoc object classes provide an application programming interface (API) that supports the importing, editing, displaying, or printing of electronic documents. One of the important strengths of NuDoc is its ability to dynamically create layout-intensive pages through the import of separate content and style files.

Pageflex Studio is the desktop publishing application that is used to create variable data templates for all NuDoc-based Pageflex server applications. Pageflex Studio is the project management hub where templates are graphically designed, variability is added, flex is assigned to page elements, and production settings are defined.

Pageflex Chart adds beautiful, visually-rich charts to variable data projects. It offers creative freedom with seven of the most common 2D and 3D chart formats and a wide-array of options for customizing the look and feel of each format to compliment the document design in which they will be placed. Pageflex Chart works in conjunction with Pageflex Persona Cross Media Suite, Pageflex Storefront, or Pageflex Server.

We design our automated marketing communication and print production to support technological standards. We are a founding member of the Print On Demand Initiative (PODi), an alliance of key vendors and service providers working in the digital color printing market. PODi members include Canon, Electronics for Imaging (EFI), Hewlett-Packard, Kodak, Konica Minolta, and Xerox. We also actively participate in the PODi standards development group, which has written and released a PPML standard harmonizing the ten vendor-specific proprietary protocols currently used to drive digital presses at high speed into one open standard supporting PostScript and PDF. Our automated marketing communication and print production software, since its inception, has sought to drive all brands of digital printers. With strong input from MSDH, PPML has been adopted as a standard across the industry, and we continue to play a leading role in this standardization program. In February 2007, Pageflex was the industry’s first PPML producer to receive PPML Certification from PODi. In 2010, Pageflex again led the industry by becoming the first authoring application in the market to produce PDF/VT files, the PDF-based document-description format and emerging ISO standard for exchanging variable data publishing jobs.

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Product Service and Maintenance

Pageflex is committed to continuous product improvements and innovations. Having been in the market for many years, Pageflex is well aware of market needs and trends, is continuously updating its product offerings and regularly releases service packs several times each year and new product versions every twelve to eighteen months. As of October 31, 2011, we had thirty-two software research and development professionals dedicated to product improvements and innovations. In addition as of October 31, 2011 Pageflex has approximately twenty-five customer support professionals dedicated to providing technical support services to both OEMs and end users.

Mobile Browsing Technology

Mobile browsers are a core offering to mobile device manufacturers, operators and software developers throughout the world. Bitstream created the next generation of its mobile browsing technology under the name “BOLT” and released the first version as part of private beta in January 2009. Following this beta, BOLT was launched into public beta in February 2009 to gain additional feedback from potential users and to ensure scalability for mass deployment. BOLT was launched out of beta in October 2009 with the release of BOLT 1.5. Through the date of this prospectus, BOLT has been installed by tens of millions of users worldwide since launch and is now serving more than 450M page views per month globally. As part of our strategy to build market awareness through rapid market penetration, we gave BOLT away for free to consumers through an extensive viral marketing campaign.

BOLT is a cloud powered mobile browser available for Android (Phones and Tablets), Blackberry, Java, and BREW mobile phones. BOLT’s cloud computing based WebKit architecture offloads much of the heavy lifting of serving web content to the cloud, making it fast and economical for wireless networks. With a host of advanced browsing features including lightning fast streaming video and other advanced media viewing capabilities, BOLT offers the most feature-rich, desktop-style browsing experience to users worldwide. BOLT has always featured tight social networking integration, and BOLT on Android devices improves upon previous versions with the addition of a new social tab, dedicated to Facebook. This tab allows for even faster sharing of websites, blogs, YouTube videos and status updates, without having to login to Facebook each time.

Optimized for small and efficient and data transmissions, BOLT features unrivaled compression of web content and speed—consistently 25 to 50 percent faster than its competitors. BOLT offers ultra-fast downloads of streaming and flash video allowing users to enjoy YouTube, CNN, MTV, ESPN and more, even if the users’ device does not support Flash videos.By compressing Flash videos with new adaptive streaming technology, BOLT ensures quick and economical video playback even on slow networks.

The BOLT product line includes the following:

• BOLT™ Browser, a cloud powered WebKit-based browser for mobile phones of all types. Features include all of those described above.

• BOLT™ Lite, a reduced footprint version of BOLT Browser designed for lower end feature phones with certain features removed.

• BOLT™ Library SDK, a software developers kit that enables third party applications or software developers to display Web pages within their applications.

Following the success in 2009 and 2010, 2011 was a pivotal year for BOLT. BOLT continued to expand on technology, products and markets throughout the year.

• BOLT Android browser release was officially announced in the Android Marketplace on Oct 10, 2011. Prior to this, a “closed Beta Preview” of Android browser was released on June 21, 2011 at CommunicAsia show in Singapore.

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• BOLT Indic version for Java phones was launched for free to end users. With this release, the estimated 1.3 billion people living in India and surrounding regions will be able to enjoy the BOLT browser in nine Indic languages, even if their handset does not natively support Indic language characters. The Indic release has been well received and has resulted in a total number of downloads of 468,000+ to-date.

• BOLT Java release (English version) was upgraded twice mostly with bug fixes and stabilization.

• Both Android and Indic versions address important consumer markets of the public monetization strategy and are expected to help continue the positive organic usage growth, The Android version will become a cornerstone of the public monetization strategy as high-end Smartphone users generally browser more and Android natively supports location information as a basis for higher monetization. The Indic version is expected to unlock a large number of users in the Indian market currently limited to higher educated English speaking consumers.

The combination of all these activities led to a significant increase in end user installations during the course of 2011 with a total of 6.6 billion web pages served to-date and 175 million minutes of video played since its inception, nearly double of the usage in 2010. All regions have shown strong growth with India, Nigeria, the U.S., Mexico and Indonesia consistently ranking as the top 5 geographic regions based on the number of active users.

Public usage is being monetized on a global basis through advertisement arrangements with multiple third parties. In August 2011, there were approximately 473 million monthly page views and approximately 15.2 million search queries by BOLT users. Advertisement exposure continues to be gradually increased to establish an optimal balance between revenue and usability. In addition, other revenue streams, including cloud computing and other applications originating from search, are currently being evaluated. While total search count is much smaller than ad exposed page views, the amount received per search would be at a much higher rate than advertising views.

BOLT commercialization efforts are also gaining traction with operators and OEMs.

• In the third quarter of 2011, Bakrie Telecom began shipping BOLT on multiple devices in the Indonesian market, providing valuable consumer market knowledge as well as entry into one of the fastest growing markets globally. KC Mobile has selected BOLT as the default web browser for their mobile phones worldwide.

• One of the largest IC vendor shipping 60M+ units/year in the S.E. Asia region has signed an agreement to ship BOLT on its Java based chipsets.

• An OEM in India has signed a contract to pre-load BOLT on its devices.

• BOLT SDK was launched in March 2011. SDK is a suite of technology and tools that enables mobile application developers to build feature rich Java (Java ME) applications that work just as well as on entry-level feature phones as they do on high-end smartphones. A large Internet Portal provider in Asia has commercially deployed BOLT SDK to power their email service for Feature phones.

In addition to the other achievements of BOLT for 2011, BOLT won “Best Mobile App for Tablet or Smartphone” in the annual 4G World Awards, held during the 4G World conference in Oct 2011. 4G World is the largest event in the world covering the entire ecosystem of next generation technologies and business models that power the mobile Internet industry.

As of June 30, 2011, BOLT has generated minimal revenue and is not a self-sustaining product.

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Sales and Marketing

We manage our sales and marketing efforts from our corporate headquarters in Marlborough, Massachusetts. Sales personnel receive a base salary plus commissions. Our sales and marketing organization focuses on direct sales and marketing activities and on maintaining and expanding reseller and OEM relationships. We also seek to enhance our relationships with existing and potential customers and have training and technical support teams who work with existing and potential customers, resellers, OEMs, and strategic partners to support the sales process and to facilitate the implementation and use of MSDH’s software products and technologies.

We promote our products through (1) attendance and exhibition at major industry trade shows, (2) participation in tradeshow booths and sales events sponsored by our OEMs and strategic partners for our browsing and automated marketing communication and print production technologies, (3) participation in several standards committees, (4) public relations efforts to secure editorial coverage in industry and business publications, websites, and blogs, (5) advertising in industry publications and on related websites, (6) engaging in direct marketing activities including print, email and web marketing campaigns, (7) sponsorship and delivery of webinars, (8) the Pageflex and BOLT websites, (9) entry into industry awards competitions, (10) social media participation and outreach, such as product blogs, Facebook, and Twitter, (11) executive speaking engagements and (12) through search engine optimization and search engine marketing.

Pageflex iWay products are sold primarily through OEMs. Pageflex’s dedicated staff assists OEMs in marketing and sales of iWay through the OEMs’ own sales and distribution channels. Storefront is sold in the US directly to end users, and through resellers. In Europe Storefront is sold through VARs and resellers. As of October 31, 2011, Pageflex employs approximately fifteen dedicated sales and marketing employees in support of its own and its partners’ activities.

Pageflex also is increasing its presence in international markets. In addition to adding more full time sales and marketing staff directly employed by Pageflex, Pageflex is planning to open offices and establish sales and service teams in China and Europe. Pageflex has OEM and referral agreements with suppliers in the printing industry that have significant market share with respect to the world’s total print equipment manufacturing capacity.

The principal objective of our marketing strategy for our automated marketing communication and print production technologies is to continue to expand awareness of our on-demand marketing software products among web-to-print providers, digital service and print providers, corporate marketing departments, design firms, advertising agencies, direct mail houses, and other corporations and end users; to encourage existing customers to make additional investments in Pageflex Products and services; and to increase sales through existing OEM channels and to develop new OEM channels. The principal objective of our marketing strategy for our mobile browsing technologies is to increase brand awareness and improve our browsing products through direct-to-consumer downloads. This increased brand-awareness and product improvements based on end-user feedback enables licensing deals with OEMs and wireless carriers. One way we are achieving this objective is by offering no-fee licenses for BOLT end users to gain market penetration coupled with paid, tiered service and support subscriptions. We also are focused on making BOLT available for use with other internet connection devices such as tablets or internet televisions.

The Pageflex Products also send regular email communications to approximately 3,500 customers and prospects that have opted-in to receive this mail. “Content” is a seasonal email newsletter and “Tips & Bits” is an email that provides focused advice on succeeding with Pageflex Products. We plan to continue these marketing efforts in the future and, as new opportunities arise, we intend to evaluate other marketing approaches.

Customers and Partners

As of December 31, 2010, Pageflex Storefront has been sold primarily in North America. In 2011, Pageflex has been broadening Storefront localization to ten foreign languages and has achieved sales in international markets across this year.

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One Pageflex customer accounted for 24% of MSDH’s revenue for period ended June 30, 2011. No customer accounted for 10% or more revenue for the years ended December 31, 2010 or 2009. From time to time, product sales to a specific customer during a fiscal quarter may constitute more than 10% of our revenue for such quarter. At June 30, 2011, three customers accounted for 32%, 14% and 11% of our accounts receivable. At December 31, 2010, no customer accounted for 10% or more of our accounts receivable. At December 31, 2009, two customers accounted for 12% each of our accounts receivable. We continue to broaden our customer base through expanded product offerings and increased marketing efforts. Revenue by geographic area is included in the Notes to the Consolidated Financial Statements enclosed herewith.

We license our mobile browsing technologies to mobile operators, device manufacturers, corporations and end users, as appropriate. We license our automated marketing communication and print production products directly to web-to-print providers, print service providers, marketing services companies, advertising agencies, and major corporations, and indirectly through resellers, OEM, and strategic partners. We intend to continue to broaden our customer base through increased marketing efforts, by developing relationships with systems integrators, OEMs, and partners, and by introducing new product offerings and third party integrations that expand the use of our products and the markets which they serve.

Research and Development

We are committed to developing innovative software to enhance communications. The majority of our resources are committed to advancing our automated marketing communication and print production technologies to meet the needs of an expanding market. To accomplish these goals, we have invested, and expect to continue to invest, significant resources in research and development.

Our research and development activities produced the following:

• BOLT 2.3. Bitstream released the latest commercial version of the BOLT browser. Building on the popularity of BOLT beta’s best-of-breed page rendering, fast page load speeds, integration with social networking sites and video support, version 2.3 added user-requested features such as HTML5 audio streaming, inline text editing, cloud-based backup of customer’s favorites and the addition of Ustream.tv to the long international list of popular Flash video sites supported by BOLT. In November 2010, we also announced that BOLT browser is available with complete Indic language support.

• BOLT Lite. BOLT Lite contains all the essential features of the BOLT mobile browser, retaining BOLT’s feature-rich functionality, best-of-breed download speeds and desktop PC-style page layout. BOLT Lite’s 150KB package was optimized for entry-level devices by eliminating BOLT’s non-critical features such as landscape orientation settings, inline videos, transport protocol settings, copy-paste operations, favorites organization, inline editing, find in page feature, and 3XL magnification.

• BOLT™ Library SDK, a software developers kit that enables third party applications or software developers to display Web pages within their applications.

• PDF/VT support, a PDF-based document-description format that is optimized for production of variable-data documents and will allow faster and more efficient production and consistent quality in the production of variable data documents. PDF/VT is a new International Organization for Standardization (ISO) industry standard for exchanging variable data jobs with digital presses. Pageflex was the first authoring application to come to market with PDF/VT output capabilities.

• Pageflex 7.6 brought enhancements to all server-based Pageflex Products. The majority of the new functionality was within the Pageflex Storefront product, including support for selling pre-defined kits, new API features to improve IT management, and workflow customization features that give service providers better control over how their sites behave, enabling them to better manage and fine-tune their online stores to meet the needs of a wide range of end users. Pageflex 7.6 expanded the reach of

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Pageflex Campaign Manager by giving marketing service providers the ability to assign specific functional roles to various stakeholders of a marketing campaign. Pageflex 7.6 also added features that enable Pageflex Server administrators to better identify and recover from potentially costly production glitches. And finally Pageflex 7.6 also brought enhancements to Pageflex Studio, including a new “find & change font” feature and the ability to add outlines to text, which combined with new overprint capabilities for all colors, opens up a new market for Pageflex Storefront as silkscreen printers now can use Pageflex to sell customizable silkscreen products online.

• Pageflex SaaS. After concluding a pilot program in 2010 we introduced Pageflex SaaS, a software as a service offering for the web-to-print market. We signed our first customers in the first quarter of 2011 and expect SaaS revenue to. Based on Pageflex Storefront, this is a new a comprehensive service, which provides users with the tools, technology and expertise they need to quickly and easily expand their business by selling customized documents and items online. Pageflex hosts the software and manages all of the IT infrastructure. Users subscribe to the service on a monthly basis and have access to a full range of services, including online web catalogs (business-to-business and business-to consumer), full e-commerce capabilities, and an add-on “Quick Start” option in which Pageflex does the initial site design and configuration of key products in the web-to-print storefront.

• Pageflex Product Integrations. Integrations of third party products with our Pageflex Products continue to provide additional functionality to our customers’ applications. In 2010, we completed the following third party integrations:

• Enhanced an existing Pageflex Storefront integration with the PrintStream fulfillment management system to enable customers to send mixed orders of print-on-demand and fulfillment items directly from Pageflex Storefront to PrintStream via the flexible API developed by Pageflex.

• An integration that lets customers quickly and easily extract data from their Salesforce Customer Relationship Management (CRM) system for use in their projects in Pageflex Storefront.

• An extension that gives customers the ability from within Pageflex Storefront to access, purchase, and download mailing lists from LeadsPlease, a provider of mailing leads sourced by Experian, the respected global information services company.

• Added payment support in Pageflex Storefront for PayPal Express Checkout, Payments Standard, and Google Checkout. Customers are redirected from Pageflex Storefront to the chosen payment vendor’s site to enter credit card information. This alleviates compliance issues for the merchant and moves them to the payment vendor.

• Included support for Payflow Pro, Authorize.Net, and other custom payment modules within a new budget extension for Pageflex Storefront that allows the user to pay for an order by using partial budget funds and partial credit card payment.

Competition

Pageflex competes with approximately twenty service providers with offerings of end-to-end solutions and integration services that include on-demand publishing tools. These solutions in turn compete with solutions created by our customers. Pageflex Server, Pageflex Storefront, Pageflex SaaS, and Pageflex iWay are server-based enterprise applications targeted at the customized print or web-to-print segment of the on-demand publishing market, while Persona Cross Media Suite and Pageflex Studio ID are desktop products for database-driven print and HTML email production. Rapid technological developments and frequent product introductions characterize this market. Competitive solutions also include VDP and Web-to-print products bundled with digital presses, or integrated with print-shop management systems in the print provider market. In the corporate market, competitive solutions, especially for Pageflex Campaign Manager, include those integrated with marketing campaign management, email marketing, and CRM strategies. Participants in this market compete based on functionality, price, service, customizability, and interoperability with other e-publishing solutions and

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components. Pageflex competitors include EFI, MindFire, and XMPie. Recently this market has seen some consolidation with major digital press vendors adding software solutions to their product portfolios, including Xerox Corporation, which owns Pageflex competitor XMPie, the Kodak InSite product, and Hewlett Packard with their SmartStream product line (which OEMs the Pageflex iWay product). This is a trend that may continue and change our competitive landscape. Another trend is the increase in the number of Software-as-a -Service (“SaaS”) offerings in the web-to-print space. Here Pageflex SaaS and our licensed server applications compete with Online Print Solutions, Red Tie, and Printable. In addition, we may face new competition from emerging products and technologies. We believe our automated marketing communication and print production products compete favorably based on rich feature sets, ease of use, long-term cost of ownership, stability, scalability, customer service and support, and customer satisfaction.

BOLT competes with the browsing solutions offered by a wide variety of companies, including large software companies and small companies focused solely on the mobile browsing market. Our mobile browser competitors include Opera Software ASA, Access Co., Ltd., SkyFire Labs, Inc, InfoGin, and Novarra (now owned by Nokia). We believe BOLT compares favorably against these competitors’ mobile browsing products primarily because of its page rendering quality, page load speed, streaming video support, widget support, direct Facebook and Twitter integration, ease-of-use, ability to access a wide variety of websites and the browser’s WebKit-based cloud computing technology, which provides many advantages, the most important being user experience, speed and security. Our cloud computing architecture also gives BOLT a high degree of compliance with open HTML standards, making fast and full-featured mobile web browsing possible.

We believe that the principal competitive factors affecting all of our products include product features and functionalities such as scalability, ease of integration, ease of implementation, ease of use, quality, and performance, as well as price, customer service and support, and effectiveness of sales and marketing efforts. Although we believe that we currently compete effectively with respect to such factors, there can be no assurance that we will be able to maintain or improve our competitive position against current and potential competitors.

Intellectual Property

We rely on a combination of trade secret, copyright, patent, and trademark laws and contractual restrictions to establish and protect proprietary rights in our technology. We are party to confidentiality and invention assignment agreements with our employees, and, when obtainable, enter into non-disclosure agreements with our suppliers, distributors and others so as to limit access to, and disclosure of, our proprietary information. There can be no assurance that these statutory and contractual arrangements will prove sufficient to deter misappropriation of our technologies or that our competitors will not independently develop non-infringing technologies that are substantially similar to or superior to our technology. The laws of certain foreign countries in which our products are or may be developed, manufactured or licensed may not protect our products or intellectual property rights to the same extent as do the laws of the United States and make the possibility of piracy of our technology and products more likely. We believe that, because of the rapid pace of technological change in the software and electronic commerce markets, legal protection for our products will be a less significant factor in our future success than the knowledge, ability and experience of our employees, the frequency of product enhancements and our ability to satisfy our customers.

Our policy is to apply for U.S. patents and seek copyright registration for our technology and seek trademark registration of our marks from time to time when management determines that it is competitively advantageous and cost effective to do so. We have been granted ten patents by the United States Patent and Trademark Office, three for certain aspects or applications of MSDH’s TrueDoc technology, one for our DocLock technology,, one for our Pageflex technology, and three for our BOLT/ThunderHawk browsing technology Furthermore, multiple U.S., PCT, EPO, and Japanese patent applications are in process for some of MSDH’s newer technologies. Bitstream^®, BOLT^®, TrueDoc^®, T2K^®, Pageflex^®, and Cyberbit^® are federally registered trademarks of MSDH. All other trademarks, service marks or trade names referred to in this prospectus are the property of their respective owners.

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Employees

As of October 31, 2011, MSDH employed 134 people, including 16 in sales and marketing, 18 in customer support and consulting, 77 in research and development, and 23 in general and administrative functions. Of our 134 employees, 131 are full-time and 2 are part-time. These include 34 full-time employees and one part-time employee based in our office in Israel, and 39 full-time employees based in our office in India. Of the 131 full-time employees, 32 are shared resources between MSDH and Bitstream. We also retain consultants from time to time to assist us with particular projects. We believe that our future success will depend in part on our ability to attract, motivate and retain highly qualified personnel. None of our employees is represented by a labor union and we have not experienced any work stoppages. We consider our employee relations to be good.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial position should be read in conjunction with the Consolidated Financial Statements and related notes to those financial statements that are included elsewhere in this prospectus as well as the information contained under “Business” and “Risk Factors”. The consolidated financial statements of MSDH generally reflect results of operations, financial position and cash flows of the operations as if MSDH had operated as its own entity rather than a component of Bitstream. Accordingly the financial statements include, among other things, allocations of certain Bitstream expenses (primarily general & administrative costs) using the allocation methodology described in Note 1of the Notes to the Consolidated Financial Statements. The consolidated financial statements do not reflect the effects of the actual contribution of assets and liabilities contemplated in the Contribution Agreement or any changes that may occur in the financing and operations of MSDH as a result of the Contribution or Distribution Agreements. This discussion and analysis may contain forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis.

EXECUTIVE OVERVIEW

On November 10, 2011, the Board of Directors of Bitstream authorized the Separation and Distribution of the Pageflex and Bolt Products from Bitstream to MSDH. On                     , the Board of Directors of Bitstream fixed                      as the record date to distribute to its stockholders on a pro rata basis all of the issued and outstanding shares of common stock of its wholly-owned subsidiary, MSDH. MSDH consists of the business of the Pageflex and BOLT Products and was formed in conjunction with Bitstream’s planned merger (the “Bitstream Merger”) with and acquisition by Monotype Imaging Holdings Inc., a Delaware corporation (“Monotype”). The completion of Separation and Distribution are conditions precedent to the Bitstream Merger and the Distribution must be completed at least three business days prior to the completion of the Bitstream Merger. The Separation, Distribution and Bitstream Merger will be consummated because management and the Board of Directors of Bitstream believe that it is in the best interest of shareholders to separate and allow for the merger of Bitstream’s business relating to its OEM and retail font and font technology products with Monotype.

MSDH is a software development company focused on bringing innovative and proprietary software products to a wide variety of markets. Our core software products include mobile browsing technologies and variable data publishing, Web-to-print, and multi-channel communications technologies.

Automated Marketing Communication and Print Production Variable Technologies. The Pageflex^® product line enables companies across the globe to communicate their marketing messages more easily and effectively. It is the advanced technology for brand management, web-to-print applications, and sophisticated personalized communications based on customer information. We pioneered flexible variable data software in 1997 and have been a technology innovator in the document customization arena ever since. The platform produces rich, creative, award-winning document designs that look like they were given the individual attention of a graphic designer but were, in reality, created on-the-fly with Pageflex variable publishing technology. Print service providers, marketing service providers, corporate marketers, and publishers use Pageflex Products to ensure design integrity and brand control while empowering local users to customize and personalize print collateral, email campaigns, and 1-to-1 marketing Web sites. Pageflex Persona™ is desktop software that produces personalized print and email documents using data from a database. Pageflex Studio ID is a plug-in to Adobe InDesign for producing personalized print pieces. Pageflex Storefront is a turnkey solution for producing web portals for document customization and online purchasing of print documents. Pageflex Server provides an enterprise solution for high-volume document customization driven by a database or requests from a web site. Pageflex iWay provides business flow automation for printing companies. Pageflex Campaign Manager lets

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companies develop personal conversations with their customers in print, email, and online. And finally, Pageflex Chart works with these Pageflex Products to add dynamic charts and graphs to print documents. Pageflex Products enable companies worldwide to manage, streamline, and automate their document production processes, communicate more personally with their customers, and control their brand and market messaging while enabling their remote employees, franchises, and consumers to use a self-serve model to order customized communications. Pageflex Products are purchased by both corporations and the printing companies that support them, who also use the software to control and track production processes in order to improve their business ROI.

We market our products and acquire our customers through a variety of sources including participation in industry trade shows, trade association sponsorships, online marketing, including search engines and advertising on online networks and other websites, and other marketing efforts, relationships with our partners, referrals from our growing customer base, general brand awareness and the inclusion of a link to our website in the footer of the emails sent by our customers.

Mobile Browsing Technologies. BOLT provides a consistent, full desktop-style browsing experience on almost any handset. Based upon MSDH’s ThunderHawk technology, BOLT was released into private beta in January 2009, launched into public beta in February 2009, and launched out of beta in October 2009 with the release of BOLT 1.5. As part of MSDH’s strategy to build market awareness through rapid market penetration, Bitstream gave BOLT away for free to consumers through an extensive viral marketing campaign. The BOLT mobile browser offers faithful rendering of Web pages and it is the only browser for mobile phones of all types to support streaming video from popular media sharing sites such as YouTube and MySpace. Compatible with most handsets that support the J2ME or BREW/BMP operating systems, BOLT’s advanced features include W3C based widget support, direct Twitter integration, six levels of magnification, international localization, copy/paste, FOTA updates, and additional usability features such as auto-complete url, save page, secure browsing, patented split-screen minimap, password manager, rss subscriptions, automatic socket support, history and keypad shortcuts. BOLT is a WebKit based cloud-computing mobile browser. This cloud computing architecture is the key to BOLT’s capabilities. Web pages are first loaded by the BOLT servers, then transcoded and sent to the BOLT mobile browser client on handsets. This client/server approach maintains the integrity of Web page layouts, reduces packet consumption on data networks, dramatically improves page load speeds, and enables advanced features such as video streaming.

Our business strategy focuses on expanding both our direct sales effort as well as expanding our relationships with our OEM and reseller channels. We are also focused on improving our product offerings and expanding our market share.

Certain Financial and Operating Metrics

In connection with the ongoing operation of our business, our management regularly reviews key financial and operating metrics, such as revenue, gross margin, expenses, and capital expenditures, among others. Management considers these financial and operating metrics critical to understanding and improving our business, reviewing our historical performance, comparing our performance versus other companies and identifying current and future trends, and for planning purposes.

Certain Trends and Uncertainties

The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties that could impact our business in the long or short term. The summary should be considered along with the factors set forth under Risk Factors and elsewhere in this prospectus.

• On November 10, 2011 we completed the separation from Bitstream in connection with Bitstream’s planned Merger with Monotype. We may experience disruption in our business related to the

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separation from Bitstream including, but not limited to, attention and time spent on the Separation, Distribution and Planned merger, our common utilization of integrated information system and financial reporting infrastructure with Bitstream and the assignment of material contracts to us for which our some of the parties may not consent to the assignment. If we experience significant disruption as a result of these or any other factors related to the Separation, Distribution and planned Merger, our financial results could be adversely impacted.

• The Pageflex and Bolt product activities were conducted by Bitstream as a whole and integrated with the Fonts Products activities. Our historic financial information may not be representative of our results as a separate company.

• We continue to closely monitor current economic conditions, particularly as they impact our customers. We believe that our customers continue to experience some amount of economic hardship. If this economic hardship continues or worsens, our financial results could be adversely impacted.

• We continue to develop new products and new versions of our existing product offerings. Failure to develop and launch new products and versions could negatively impact our financial results.

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CRITICAL ACCOUNTING POLICIES

MSDH has identified the policies below as critical to its business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect MSDH’s reported and expected financial results. Note that our preparation of this prospectus requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Allocation Methodologies:

The financial statements of MSDH have been derived from the financial statements of Bitstream Inc. utilizing the following methodologies: the MSDH balance sheet generally reflects the financial position of MSDH as if it had been a separate entity as of June 30, 2011. Only those assets and liabilities that were specifically identifiable to the MSDH business or those assets and liabilities that were used primarily by the MSDH business, such as our leased facilities in the US, have been attributed and included in the balance sheet of MSDH. The MSDH statements of operations reflect revenue directly attributable to the MSDH business, Cost of revenue, research and development, and sales and marketing departments have historically been product specific and thus have been primarily assigned to MSDH based on product line information. Certain general and administrative (“G&A”) items that could be specifically identified and allocated, including amortization of intangibles, were allocated. Other general expenses that could not be specifically identified to a product line were allocated based on the most relevant measure, such as head count and product revenue. Certain assets that were used by both Bitstream and MSDH were assigned to MSDH as the primary user of the assets. MSDH charges Bitstream a fee, approximating fair value, for the use of these assets. The fee is netted with the expenses of MSDH in the Statement of Operations and was not material for the six months ended June 30, 2011 (unaudited) or the years ended December 31, 2010 and 2009. MSDH's operating results historically have been included in Bitstream’s consolidated U.S. and state tax returns. The provision for income taxes in MSDH’s financial statements has been determined on a separate-return basis.

There is significant judgment in determining the allocation of income, expense, and attribution of assets and liabilities. Management believes that the methodologies used in the allocation are reasonable.

Revenue Recognition

We derive revenue from the license of our software products, and from consulting and support and maintenance services. Primarily, we recognize revenue when persuasive evidence of an arrangement exists, the product has been delivered or services have been provided, the fee is fixed or determinable, and collection of the fee is probable.

Multiple-element arrangements

We recognize revenue under multiple-element arrangements using the residual method when vendor-specific objective evidence (“VSOE”) of fair value exists for all of the undelivered elements under the arrangement. Under the residual method, the arrangement consideration is first allocated to undelivered elements based on vendor-specific objective evidence of the fair value for each element and the residual amount is allocated to the delivered elements. Arrangement consideration allocated to undelivered elements is deferred and recognized as revenue when the elements are delivered, if all other revenue recognition criteria are met. We have established sufficient vendor-specific objective evidence for the value of our training and maintenance services, based on the price charged when these elements are sold separately. VSOE of the fair value of maintenance services is supported by substantive renewal rates within customer contracts.

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License Revenue

We receive and recognize licensing fees and royalty revenue from: (1) Original Equipment Manufacturer (“OEM”) customers for page composition technologies; (2) direct and indirect licenses of software publishing applications for the creation, enhancement, management, transport, viewing and printing of electronic information; (3) direct sales of custom design and consulting services to end users such as graphic artists, desktop publishers, corporations and resellers; and (4) sales of publishing applications to foreign customers primarily through distributors and resellers.

We recognize license revenue from the resale of our products through various resellers. Resellers may sell our products in either an electronic format or CD format. Revenue is recognized if collection is probable, upon notification from the reseller that it has sold the product, or for a CD product, upon delivery of the software.

Revenue from end user product sales is recognized upon delivery of the software, net of estimated returns and allowances, and when collection is probable.

Service Revenue

Professional services include custom design and development, and training. We recognize professional services revenue under software development contracts as services are provided for per diem contracts or by using the percentage-of-completion method of accounting for long-term fixed price contracts. Provisions for any estimated losses on contracts are made in the period in which such losses become probable. There are no amounts accrued at the balance sheet dates presented.

We recognize revenue from support and maintenance agreements ratably over the term of the agreement.

Deferred revenue includes unearned software support and maintenance revenue, and advanced billings for unrecognized revenue from contracts.

Cost of revenue from software licenses consists primarily of hosting costs, amortization of intangibles related to the iWay product, and costs to distribute the product, including the cost of the media on which it is delivered. Cost of revenue from services consists primarily of costs associated with customer support, consulting and custom product development services.

We generally warrant that our products will function substantially in accordance with documentation provided to customers for approximately 90 days following initial delivery. We have not incurred any material expenses related to warranty claims.

Stock-based Compensation

We account for stock-based compensation in accordance with authoritative guidance. Under the fair value recognition provisions of this guidance, stock-based compensation cost is measured at the grant date based on the fair value of the award, net of an estimated forfeiture rate, and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. All assumptions used in valuing our stock option grants and estimating our forfeiture rate are based on the historical information and assumptions used by Bitstream.

We currently use the Black-Scholes option pricing model to determine the fair value of stock options and awards. Inputs into the pricing model represent the inputs used by Bitstream based on their historical experience. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by Bitstream’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include Bitstream’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends.

We estimate the expected term of options granted by calculating the average term from Bitstream’s historical stock option exercise experience. We estimate the volatility of our common stock by Bitstream’s historical

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volatility. We base the risk-free interest rate that we use in the option pricing model on zero-coupon yields implied from U.S. Treasury issues with remaining terms similar to the expected term on the options. Bitstream did not anticipate paying any cash dividends in the foreseeable future and therefore the expected dividend yield was zero in the option pricing model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use Bitstream’s historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest.

If factors change and we employ different assumptions for estimating stock-based compensation expense inclusive of assumption based on MSDH factors in future periods or if we decide to use a different valuation model, stock-based compensation expense in future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net income and net income per share.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants and awards. Existing valuation models, including the Black-Scholes and lattice binomial models, may not provide reliable measures of the fair values of our stock-based compensation. Consequently, there is a risk that our estimates of the fair values of our stock-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those stock-based payments in the future. Certain stock-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that are significantly higher than the fair values originally estimated on the grant date and reported in our financial statements. There currently is no market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.

The application of these principles using authoritative guidance may be subject to further interpretation and refinement over time. There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may result in a lack of consistency in future periods and materially affect the fair value estimate of stock-based payments. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.

Impairment of Goodwill and Other Long-Lived Assets

Under authoritative guidance, goodwill is not amortized, but is required to be reviewed annually for impairment or more frequently if impairment indicators arise. For purposes of testing impairment, MSDH has determined it has one reporting unit. Therefore, goodwill is tested for impairment based upon an enterprise wide valuation. We conducted impairment testing as of each balance sheet date presented in the consolidated financial statements and determined that there was no impairment. Although none of the goodwill was impaired, there can be no assurance that, in the future, a material impairment charge will not be required.

Whenever events or changes in circumstances indicate that the carrying amounts of a long-lived asset may not be recoverable, we review these assets for impairment. If the future undiscounted cash flows are less than the carrying amount of that asset, impairment exists. We recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Fair value is normally assessed using a discounted cash flow model. We believe that, as of each balance sheet date presented, none of our long-lived assets were impaired.

Accounts Receivable

We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer’s current credit worthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from customers and maintain a provision for estimated credit

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losses based on our historical experience and any specific customer collection issues that we identify. While such credit losses have historically been within our expectations and appropriate reserves have been established, we increased these reserves throughout 2009 as the downturn in the global economy affected our customers and made collections from certain customers difficult. In 2010, we wrote-off several accounts against a substantial portion of the 2009 reserves. We did not record significant additional reserves during 2011 or 2010. We cannot guarantee that our credit loss rates will not worsen or that we will experience credit loss rates approximating those that we have experienced in the past.

Income Taxes

MSDH’s operating results historically have been included in Bitstream’s consolidated U.S. and state tax returns. The provision for income taxes in MSDH’s financial statements has been determined on a separate-return basis, under which a deferred tax asset or liability is determined based on the difference between the financial statement and the tax basis of assets and liabilities, as measured by enacted tax rates in effect when these differences are expected to reverse.

As part of the process of preparing consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income and, to the extent we believe recovery unlikely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the statement of operations. Determination of our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets requires significant management judgment. We have fully reserved against our tax assets in all jurisdictions due to uncertainties related to our ability to utilize our deferred tax assets, primarily consisting of certain net operating losses carried forward and foreign tax credits, before they expire. We base our valuation allowance on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. The determination of the valuation allowance requires us to make estimates, which we cannot guarantee will prove to be accurate.

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OVERVIEW

RESULTS OF OPERATIONS (in thousands, except percentages and per share amounts)

Revenue and Gross Profit:

	Six Months Ended June 30,										Change
	2011		% of Revenue			2010		% of Revenue
											Dollars			Percent
	(Unaudited)
Revenue
Software licenses	$	1,367		32	%	$	622		23	%	$	745			120	%
Services		2,978		68			2,136		77			842			39
Total revenue		4,345		100	%		2,758		100			1,587			58
Cost of Revenue
Software licenses		581		13			206		7			375			182
Services		980		23			872		32			108			13
Total cost of revenue		1,561		36			1,078		39			483			45
Gross Profit	$	2,784		64	%	$	1,680		61	%	$	1,104			66	%
	Year Ended December 31,
	2010		% of Revenue			2009		% of Revenue			Change
											Dollars			Percent
Revenue
Software licenses	$	1,964		31	%	$	2,890		40	%	$	(926	)		(32	)%
Services		4,370		69			4,318		60			52			1
Total revenue		6,334		100			7,208		100			(874	)		(12	)
Cost of Revenue
Software licenses		571		9			307		4			264			86
Services		1,750		28			1,820		25			(70	)		(4	)
Total cost of revenue		2,321		37			2,127		29			194			9
Gross Profit	$	4,013		63	%	$	5,081		71	%	$	(1,068	)		(21	)%

License Revenue

We recognize license revenue from direct sales and licensing agreements of our products and products from third parties, licensing agreements with OEMs and ISVs, and from the resale of our products through various resellers. We recognize reseller revenue on a sell-in basis and bear no obligation after the license has been delivered to the reseller.

The increase in revenue from software licenses from the six months ended June 30, 2010 to the six months ended June 30, 2011 primarily resulted from sales of the iWay product acquired from Press-Sense in June 2010 of $617 and to an increase in sales of our Pageflex Storefront product. While our revenues increased for the first six months of 2011 as compared to 2010, we continue to be affected by the continued global economic downturn, as are our customers. We are not able to determine at this time how these economic conditions will impact our license revenue during the remainder of 2011.

The decrease in revenue from software licenses for the year ended December 31, 2010 from the year ended December 31, 2009 was attributable to decreases across all of our product lines from both resellers and direct

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sales. These decreases were partially offset by increased license revenue of $248 that resulted from sales of the iWay product acquired from Press-Sense in June 2010. Decreases in software license revenue from resellers were primarily due to a decrease in customer acquisition by resellers of our publishing product line. We were affected by the global economic downturn, as were our customers, including various OEMs and ISVs who report product royalties on shipments of their products.

The decrease in revenue from software licenses for the year ended December 31, 2009 of $1,442 or 33% as compared to the year ended December 31, 2008 was attributable to decreases across all of our products and from both direct sales and resellers. The net decrease in direct and reseller revenue was due to the global economic downturn.

Service Revenue

Service Revenue for the six months ended June 30, 2011 increased from service revenues in the six months ended June 30, 2010 primarily due to support contracts for the iWay product of $710. Customer support from our other products was generally flat during these periods. Revenue from consulting, custom design and training services also increased slightly year over year. We anticipate that consulting, graphic design and training services vary with specific requirements of customers and may be affected more by economic concerns as customers may delay design changes, custom development and training. However, we are not able to determine at this time how these economic concerns will impact our service revenue during the remainder of 2011.

Revenue from services increased for the year ended December 31, 2010 from year ended December 31, 2009, primarily due to increases in revenue from customer support contracts for the iWay product of $57, partially offset by a small decrease in consulting, customer design and training. Consulting, custom design and training services vary with specific requirements of customers and may be affected more by economic concerns as customers may delay design changes, custom development and training. Customer support from our other products was generally flat from 2009 to 2010.

The decrease in revenue from services of $277 or 6% for the year ended December 31, 2009 as compared to the year ended December 31, 2008 was due to decreases in consulting, custom design and training services. Service revenue from maintenance and support contracts was generally flat from 2008 to 2009. Consulting, custom design and training services vary with specific requirements of customers and may be affected more by economic concerns as customers may delay design changes, custom development and training.

Cost of Revenue

Cost of revenue includes hosting costs, royalties and fees paid to third parties for the license of rights to technology, costs incurred in the fulfillment of custom orders, costs incurred in providing customer support, maintenance, and training, and costs associated with the duplication, packaging and shipping of products. Cost of revenue also includes amortization of acquired-technology from the acquisition of assets from Press-Sense Ltd starting in 2010.

Cost of License Revenue

The increase in cost of license revenue for the six months ended June 30, 2011 as compared to the six months ended June 30, 2010 was primarily related to increased hosting costs for the browsing product of $244. In addition, cost of licenses increased due to an additional $78 of amortization of the iWay technology acquired in June 2010 as part of Press-sense Ltd acquisition. We also incurred increased support infrastructure costs for our browsing product line during the six month period ended June 30, 2011. Quarterly results may vary based upon the mix of products sold during any particular quarter.

The increase in cost of license revenue for the year ended December 31, 2010 as compared to the year ended December 31, 2009 was primarily due to the amortization of the iWay technology acquisition in June 2010 of $110.

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The decrease in cost of license revenue for the year ended December 31, 2009 of $75 or 20% as compared to the year ended December 31, 2008 was primarily due to decreased royalty costs from decreased sales of third party products.

Cost of Service Revenue

The increase in cost of services revenue for the six months ended June 30, 2011, as compared to the same period in 2010 was primarily due to increased salary and related expense associated with the Israel office established in June 2010 and to a reduction in the internal allocation of resources charged to research and development projects, resulting in higher cost of services expense. Our cost of services infrastructure has remained relatively constant during 2011 and we expect our variable costs to increase as the demand for these services increases and also with the addition of support and consulting services for the iWay product which was acquired as part of the acquisition of the Press-Sense Ltd. assets. We expect our cost of services revenue as a percentage of revenue to increase to approximate the level attained during 2010.

The decrease in cost of services revenue for the year ended December 31, 2010 as compared to the year ended December 31, 2009 was primarily due to a decrease in consulting services personnel including the reassignment of several consultants to research and development staff positions starting in the second half of 2009 and continuing throughout 2010. Our cost of services infrastructure has remained relatively constant during 2010.

The decrease in cost of services revenue for the year ended December 31, 2009 of $152 or 8%, as compared to the year ended December 31, 2008 was primarily due to a decrease in commissions and bonuses for customer consulting and support personnel, decreases in travel and consulting services and an increase in the internal allocation of resources charged to research and development projects for the year ended December 31, 2009 resulting in lower cost of services expense.

Operating Expenses:

	Six Months Ended June 30,
	2011		% of Revenue			2010		% of Revenue			Change
											Dollars		Percent
	(Unaudited)
Marketing and selling	$	1,698		39	%	$	1,404		51	%	$	294		21	%
Research and development		3,451		79			2,220		80			1,231		55
General and administrative		1,788		41			1,063		39			725		68
Total operating expenses	$	6,937		159	%	$	4,687		170	%	$	2,250		48	%
	Year Ended December 31,
	2010		% of Revenue			2009		% of Revenue			Change
											Dollars		Percent
Marketing and selling	$	3,089		49	%	$	2,950		41	%	$	139		5	%
Research and development		5,514		87			3,273		45			2,241		68
General and administrative		2,503		40			1,522		21			981		64
Total operating expenses	$	11,106		176	%	$	7,745		107	%	$	3,361		43	%

Marketing and Selling (“M&S”) Expense

Marketing and selling (“M&S”) expense consists primarily of salaries and benefits, commissions, travel expense and facilities costs related to sales and marketing personnel, as well as marketing program-related costs. The increase in M&S for the six months ended June 30, 2011 as compared to the six months ended June 30, 2010 related primarily to an increase in professional marketing services and consulting, an increase in salary related

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costs and an increase in amortization partially offset by a decrease in advertising costs. Professional services increased by $157 due to iWay sales consulting. Salary related costs increased by $142 primarily due to the addition of sales and marketing personnel associated with the iWay product acquired in June 2010. Amortization increased by $80 primarily due to the amortization of iWay acquired customer lists. Advertising and marketing expense decreased by $89 primarily due to a decrease in tradeshow expenses in 2011. The decrease in trade show costs versus the prior year was due to attendance at the large IPEX publishing tradeshow held in the UK during August 2010, which will next be held in 2014. We expect that our M&S expense will increase in both absolute dollars and as a percentage of revenue during the remainder of 2011, as commissionable sales increase and as we invest in new sales and marketing resources.

The increase in M&S expense for the year ended December 31, 2010 as compared to the year ended December 31, 2009 was primarily the result of an increase in travel, an increase in professional marketing services and consulting, an increase in amortization of iWay intangibles and an increase in advertising and marketing activities partially offset by a decrease in salary related costs. The increases in travel of $121 and marketing activities of $99 were primarily the result of increased tradeshow participation during 2010. Increased amortization of $112 related to the acquisition of assets of Press-Sense Ltd. in 2010. Salaries and benefits decreased by $222 due to temporary decrease of sales and marketing personnel.

The decrease in M&S expense for the year ended December 31, 2009 of $693 or 19% as compared to the year ended December 31, 2008 was primarily the result of a $353 decrease in employee salaries and benefits due to temporary headcount reduction and decreased commissionable sales, a decrease of $210 in advertising and marketing activities due primarily to the decrease in tradeshow participation during 2009, and a $96 decrease in professional marketing services and consulting costs. The decrease in tradeshow costs was primarily affected by the absence of the Drupa tradeshow during 2009. Drupa is held once every four years and was last held during 2008 in Düsseldorf, Germany.

Research and Development (“R&D”) Expense

Research and development (“R&D”) expense consists primarily of salary and benefit costs, contracted third-party development costs, and facility costs related to software developers and management. R&D expense increased for the six months ended June 30, 2011, as compared to the six months ended June 30, 2010 primarily due to an increase in salaries and benefits. Salary related expense increased by $1,086 primarily related to the addition of R&D personnel for the iWay product as well as for additional headcount added in India during 2010. These increases are partially offset by the inclusion of browser hosting costs in cost of revenue. These costs were included as R&D expense in 2010, as MSDH had yet to monetize its free user base and provide hosting services to carrier and device manufacturers. We expect our development efforts and R&D expense to increase as compared to 2010 both in absolute dollars and as a percentage of sales during 2011.

R&D expense increased for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due primarily to increased salary related costs and facilities allocations as well as an increase in professional services and subcontractors. Salary related expense increased by $1,580 due primarily to the increased resources related to the acquisition of the iWay products from Press-Sense Ltd. in June of 2010 as well as increased resources in our India office. Facilities costs increased by $306 primarily as a result of the increased personnel, including IT and communication costs for the BOLT Products. Professional services and subcontractors increased by $117.

The decrease in R&D expense for the year ended December 31, 2009 as compared to the year ended December 31, 2008 of $199 or 6% was primarily the result of a decrease in professional services of $258 and a decrease in expendable equipment costs of $23 partially offset by an increase in facilities costs of $102 due to increases in R&D headcount at our offices, which resulted in higher percentage of facility costs being charged to R&D.

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General and Administrative (“G&A”) Expense

G&A expense consists primarily of salaries, benefits, and other related costs including travel and facility expenses for finance, human resource, legal and executive personnel, legal and accounting professional services, provision for bad debts, directors fees and director and officer insurance. G&A expense increased for the six months ended June 30, 2011 as compared the six months ended June 30, 2010 primarily due to an increase in salary related costs of $625. A significant contributor to this increase in expense was due to the resignation and related severance for our former CEO as well as an increase in salaries and benefits in the Israel office established in June 2010. We expect that G&A expenses, other than those associated with the resignation agreement, will remain at similar levels for the remainder of 2011.

G&A expense increased for the year ended December 31, 2010 as compared to the year ended December 31, 2009 due to the increased resources added by the acquisition of the iWay product from Press-Sense Ltd. in June of 2010. The professional services fees increase of $671 including approximately $438 in acquisition costs from the Press-Sense acquisition as well as an increase in investor relations and business advisory services. The remainder of the increase in G&A for the year ended December 31, 2010 as compared to the year ended December 31, 2009 was primarily the result of a net increase in G&A personnel of approximately $210 and travel related expenses of $123. These increases were partially offset by a decrease of bad debt expense of $146.

The increase in G&A for the year ended December 31, 2009 of $178 or 13% as compared to the year ended December 31, 2008 was primarily the result of an increase in bad debt expense of $149 and an increase in professional services expenses of $81 which included fees related to Sarbanes-Oxley 404 internal controls documentation and testing. These increases were partially offset by a decrease of $86 in salary and benefits which was primarily due to the suspension of our bonus program for 2009 due to the effect on MSDH of the global economic downturn.

Other Income, Net:

	Six Months Ended June 30,
	2011		% of Revenue			(Unaudited)		% of Revenue			Change
						2010					Dollars			Percent
Interest and other income, net	$	54		1	%	$	—		—	%	$	54			100	%
	Year Ended December 31,
	2010		% of Revenue			2009		% of Revenue			Change
											Dollars			Percent
Interest and other income, net	$	—		—	%	$	9		—	%	$	(9	)		(100	)%

Other income consists primarily of interest income allocated from Bitstream and foreign currency transactions gains or losses.

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Provision for Income Taxes:

	Six Months Ended June 30,
	2011		% of Revenue			2010		% of Revenue			Change
											Dollars			Percent
	(Unaudited)
Provision for income taxes	$	23		1	%	$	—		—	%	$	23			100	%
	Year Ended December 31,
	2010		% of Revenue			2009		% of Revenue			Change
											Dollars			Percent
Provision for income taxes	$	—		—	%	$	31		—	%	$	(33	)		—	%

The provision for income taxes consisted of foreign taxes. In 2011 foreign tax was income tax in Israel. In 2009, the foreign tax was primarily related to India.

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LIQUIDITY AND CAPITAL RESOURCES (dollar amounts in thousands)

At June 30, 2011, our primary source of liquidity comes from our cash and cash equivalents of $598.

The Pageflex and BOLT Products historically have been funded directly through the conduct of our operations as a component of Bitstream. In the first half of 2011 and for the year ended December 31, 2010, we incurred net losses of $4,122 and $7,093, respectively. Bitstream contributed capital of $3,280 and $12,493 for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. As of June 30, 2011, we had a working capital deficit of $1,637.

Our operating activities used cash during the six months ended June 30, 2011 and 2010 of $3,114 and $1,572, respectively. The increased usage of cash during the first half of 2011 as compared to the first six months of June 30, 2010 resulted primarily from an increased net loss of $1,115 and a decrease in cash generated from working capital accounts in the first half of 2011 of $572 as compared to the first half of 2010 partially offset by an increase in the add-backs of non-cash expense items of $145. Net cash used by operations for the year ended December 31, 2010 and 2009 was $5,177 and $2,256, respectively. The increased usage of cash in operations for the year ended December 31, 2010 consisted primarily of an increased net loss of $4,407 partially offset by an increase in cash generated from working capital accounts of $1,243 and an increase in the add-backs of non-cash expense items of $243 primarily related to the amortization of intangible assets obtained in the Press-Sense acquisition. Cash used in operating activities has historically been affected by the amount of net loss, changes in working capital accounts and add-backs of non-cash expense items such as depreciation and amortization and the expense associated with stock-based awards.

Cash used by investing activities during the six months ended June 30, 2011 and 2010 was $169 and $6,613, respectively. Cash used in investing activities during the six months ended June 30, 2011 consisted of the purchase of property and equipment of $157 and additions to intangible assets of $12. Cash used in investing activities for the six months ended June 30, 2010 consisted of cash paid for the acquisition of assets of Press-Sense of $6,528, the purchase of property and equipment of $71 and the additions of intangible assets of $14. Cash used in investing activities during the year ended December 31, 2010 and 2009 was $6,715 and $487, respectively. Cash used in investing activities in 2010 consisted of cash paid for the acquisition of assets of Press-Sense of $6,528, the purchase of property and equipment of $165 and the additions of intangible assets of $36 partially offset by proceeds from the sale of property and equipment of $14. Cash used in investing activities in 2009 consisted of the purchase of property and equipment of $462 and the additions of intangible assets of $25.

Our financing activities for the six months ended June 30, 2011 and 2010 provided cash of $3,280 and $8,490, respectively. Financing activities for the year ended December 31, 2010 and 2009 provided cash of $12,493 and $2,743, respectively. Cash provided by financing activities consists entirely of contributions from Bitstream.

We conduct our operations in leased facilities. In June 2009, we entered into a ten-year lease agreement for 27,000 square feet of office space with the right of first refusal on an additional 4,000 square feet in a building located in Marlborough, Massachusetts. This lease agreement commenced September 1, 2009 and obligates us to make minimum lease payments plus our pro-rata share of future real estate tax increases and certain operating expense increases above the base year. The lease payments began after three (3) free months of rent and increase approximately 2% per annum. The total commitment under the lease is approximately $5,390, net of a tenant allowance of $411. We record rent expense on a straight-line basis, taking into consideration the free rent period, the tenant allowance received at the outset of the lease, and annual incremental increases to the lease payments. This lease agreement also required us to obtain a Letter of Credit in the amount of $136 to be in place through October 31, 2019, which we collateralized with a certificate of deposit classified as a long-term restricted asset on our Balance Sheet.

In January 2011, Bitstream Israel Ltd., wholly-owned subsidiary of MSDH, entered into a thirty-six (36) month lease agreement in Caesarea, Israel. This lease agreement commenced April 15, 2011 and obligates us to make

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semi-annual payments including service taxes. Our total financial commitment during the thirty-six (36) month lease period is approximately $384 U.S. dollars. This lease agreement also required us to obtain a bank guarantee backed by our cash deposits in the amount of approximately $56 U.S. dollars to be in place through May 14, 2014. The bank guarantee is classified as a long-term restricted asset on our Balance Sheet.

The future minimum annual lease payments under our leased facilities and equipment as of December 31, 2010, excluding any rent income of MSDH, and including the Israel lease signed in January 2011, are as follows:

Operating leases:

2011	$	641
2012		657
2013		671
2014		556
2015		570
Thereafter		2,182
Total	$	5,277

In June 2011, the Company entered into an agreement with Net-Translators LLC with an estimated fee structure of $835, payable in installments upon completion of milestones specified in the agreement. Net-translators will provide software development services related to the localization of our Storefront product into ten languages. As of June 30, 2011, the Company paid $140, with an estimated $695 remaining commitment which is expected to be paid during the remainder of 2011. On May 1, 2011, Ms. Chagnon resigned as President, Chief Executive Officer and an employee of Bitstream and as a member of its Board of Directors. In connection with Ms. Chagnon’s resignation, the Board of Directors elected Mr. Kaminski as Chief Executive Officer of Bitstream on an interim basis at a salary of $2 per day. Also in connection with Ms. Chagnon’s resignation, Bitstream entered into a Resignation Agreement with Ms. Chagnon which provided for the following payments and benefits: A lump sum cash payment of $612 which was paid on May 6, 2011, consisting of two years of base salary equal to $600 and $12 for accrued but unused vacation time; and the reimbursement of up to $15 in Ms. Chagnon’s reasonable attorney’s fees in connection with her resignation.

The consolidated financial statements have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. MSDH’s long-term viability is dependent on its ability to generate sufficient product revenue, net income and cash flows from operations to support its business as well as its ability to obtain additional financing, if needed. Management’s plans also include reducing operating costs and delaying certain expenditures if necessary to maintain the Company’s liquidity. The Separation from Bitstream Inc. may disrupt our business and management, negatively affecting our business, operating results or financial condition and may cause other risks to the Company. MSDH has suffered recurring losses from operations and has a working capital deficit as of June 30, 2011 (Unaudited) and, for its liquidity, has relied on contributions from Bitstream. As of June 30, 2011 (Unaudited), MSDH had accumulated contributions of $43.9 million from its parent company.

Bitstream has a cash balance of $ 3.2 million and investment balance of $6.6 million as of June 30, 2011 (unaudited). The cash and investments include $5.6 million corporate bonds, $0.9 million government bonds and $0.3 million money market funds and certificates of deposits, which are all measured at fair value and classified within Level 1 and Level 2 of the fair value hierarchy (Note 6). Under the terms of the Distribution Agreement, from and after the Separation Date through and as of the Distribution Date, Bitstream is required to fund the operating expenses of MSDH. On or about the Distribution Date, Bitstream will contribute approximately $             million to MSDH. Based on the Bitstream funding commitment from the Separation Date through the Distribution Date, and the expected $             million capital contribution from Bitstream to MSDH on or about the Distribution Date, management believes that MSDH’s cash as of the Separation Date and the Distribution

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Date together with cash generated from future operations and funds and contributions from Bitstream are, and will be sufficient to meet its working capital and capital expenditure requirements through at least June 30, 2012. There can be no assurance, however, that MSDH will not require additional financing in the future if funds from future operations or estimated expenses differ materially from those amounts estimated by management. If we were required to obtain additional financing in the future, there can be no assurance that sources of capital would be available on terms favorable to us, if at all. In addition, MSDH and Bitstream have entered into certain ancillary agreements in connection with the Separation and Distribution that provide for indemnification of Bitstream with respect to certain liabilities of the Pageflex and BOLT Products contributed to MSDH. See “Arrangements Between Bitstream and MSDH.”

Potential Indemnification Obligations

We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal, but we can provide no assurance that payments will not be required under these agreements in the future.

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RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements Not Yet Adopted

In June 2011, the Financial Accounting Standards Board issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. This guidance is effective for us on January 1, 2012. Early adoption is permitted. As the new guidance relates only to how comprehensive income is disclosed and does not change the items that must be reported as comprehensive income, adoption will not have an effect on our consolidated financial statements.

In September 2011, the Financial Accounting Standards Board issued guidance which simplifies how companies test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in goodwill accounting standard. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. MSDH does not expect the new guidance to have a material effect on our consolidated financial statements.

MANAGEMENT

The following table lists the names, ages and positions of all directors and executive officers of MSDH as of November 10, 2011, the date of the applicable stockholder and/or board action electing such directors and officers, all of whom shall serve as the directors and executive officers of Bitstream until the Distribution Date. There are no family relationships between any director or executive officer and any other director or executive officer of MSDH. Executive officers serve at the discretion of the Board of Directors.

Name	Age	Position
Raul K. Martynek(3)	45	Chairman of the Board of Directors
Amos Kaminski	81	Director
Jonathan H. Kagan(1)(2)	54	Director
Melvin L. Keating(1)(2)	64	Director
Pinhas Romik	65	President and Chief Executive Officer
James P. Dore	52	Executive Vice President and Chief Financial Officer
Costas Kitsos	50	Vice President of Engineering

(1) Member of the Nominating and Corporate Governance Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

Raul K. Martynek has been a director of Bitstream since his election on May 27, 2010 and beginning on the separation date he will serve as the chairman of the board of directors of MSDH. Mr. Martynek has been CEO and a Director of Voxel Dot Net, Inc., a provider of hybrid cloud hosting and managed services since January 2011. He has served as a director of Broadview Networks Holdings, Inc. (“Broadview”), a network-based business communications provider, since August 2007 and Smart Telecom, a Dublin, Ireland-based fiber competitive local exchange carrier, or CLEC, since December 2009. From May 2008 to December 2009, he served as a Senior Advisor to Plainfield Asset Management, where he advised on investment opportunities in the telecommunications sector and advised the boards of portfolio companies on strategic and tactical initiatives. Mr. Martynek served as the Chief Restructuring Officer of Smart Telecom from January 2009 to December 2009. He was President and Chief Executive Officer and a director of InfoHighway Communications Inc.

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(“InfoHighway”), a CLEC, from November 2003 to July 2007. InfoHighway was acquired by Broadview in May 2007. From March 1998 to November 2003, Mr. Martynek was Chief Operating Officer of Eureka Networks (“Eureka”), a telecommunications company, which acquired InfoHighway in August 2005. From December 1995 to March 1998, he served as an Executive Vice President of Gillette Global Network, a non-facilities based telecommunications carrier that merged with Eureka in 2000. Mr. Martynek received a B.A. in Political Science from SUNY-Binghamton and a Master in International Finance from Columbia University School of International and Public Affairs. The Nominating and Corporate Governance Committee determined that Mr. Martynek is qualified to serve as a director of MSDH because he possesses particular knowledge and experience, including prior operational and leadership experience in the technology industry.

Amos Kaminski was elected as Chief Executive Officer of Bitstream on an interim basis effective May 1, 2011, and beginning on the Separation Date he will serve as a director of MSDH. He has been Chairman of the Board of Bitstream since August 2010 and a director of Bitstream since 1985 and a director of MSDH since July 2011. He was previously Chairman of the Board of Bitstream from 1991 through 1996. Mr. Kaminski founded Interfid Ltd., a venture capital firm, in 1984 and has served as its President and on its Board of Directors since its formation. Mr. Kaminski is also the founder, President and Chairman of the Board of Directors of AFA Asset Services, Inc., a private real estate asset management company, and Chairman of the Board of Directors of Interfid Capital, Inc. The Nominating and Corporate Governance Committee determined that Mr. Kaminski is qualified to serve as a director of MSDH because he possesses particular knowledge and experience in financial markets and the software industry, as well as, specific knowledge and experience in MSDH’s industry and markets of operation.

Jonathan H. Kagan has been a director of Bitstream since his appointment in February 2010 and beginning on the Separation Date will serve as a director of MSDH. Since January 2006, Mr. Kagan has been a Managing Principal of Corporate Partners LLC and in addition until February 2009, Mr. Kagan was also a Managing Director of Lazard Alternative Investments LLC. Previously, since 1990 and including the period over the last five years, Mr. Kagan was a Managing Director of Corporate Partners I, and of Centre Partners Management LLC, which managed the Centre Capital Funds. Over the last five years, Mr. Kagan has served on the Board of Directors of Gevity HR. He began his career in the investment banking division of Lazard in 1980 and became a General Partner in 1987. At Lazard, Mr. Kagan helped head the corporate finance and capital markets areas. Mr. Kagan received an M.A. from Oxford University and an A.B. from Harvard College. The Nominating and Corporate Governance Committee determined that Mr. Kagan is qualified to serve as a director of MSDH because he possesses particular knowledge and experience in financial markets and with several industries including the software industry.

Melvin L. Keating has been a director of Bitstream since his election on May 27, 2010 and beginning on the Separation Date will serve as a director of MSDH. Mr. Keating has served as a consultant to various private equity firms since October 2008, and has served as a director of various corporations as described below. From October 2005 through October 2008, Mr. Keating was President and CEO of Alliance Semiconductor Corp., in Santa Clara, CA, a worldwide manufacturer and seller of semiconductors (Nasdaq). From April 2004 through September 2005 he was EVP, CFO and Treasurer of Quovadx Inc. in Denver, CO (Nasdaq). He is currently a director of Red Lion Hotels (NYSE); API Technologies (Nasdaq); and Crown Crafts (Nasdaq). Mr. Keating holds both an MS in Accounting and an MBA in Finance from the Wharton School at the University of Pennsylvania. He also holds a BA in Art History from Rutgers University. The Nominating and Corporate Governance Committee determined that Mr. Keating is qualified to serve as a director of MSDH because he possesses particular knowledge and experience, including prior operational and leadership experience in the software industry.

Pinhas Romik has served as the Bitstream’s General Manager of Pageflex since March 2011 and beginning on the Separation Date he will serve as the president and chief executive officer of MSDH. Mr. Romik is not currently an officer or director of any other U.S. public company. Mr. Romik has extensive experience in marketing electronic products and services in the U.S., Europe and the Far East. From 2009 to May 2011,

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Mr. Romik served as a director of VIRS Photonics. From 2008 to 2010, Mr. Romik served as a director of BZeek Inc. From 2006 to 2008, Mr. Romik served as the chief executive officer of Skill Poker LTD. In 2004, Mr. Romik founded Duplicate (2007) Inc., an online poker site. In 2000, Mr. Romik founded Duplicate.com (formerly e-bridge, Inc.)., at the time the largest bridge tournament site on the internet, which he sold in 2004. In 1992, Mr. Romik founded RDC Communications, a wireless data communications company with sales over 20 countries. From 1992 through the sale of RDC to Marconi Communications in 1999, Mr. Romik served in various management positions at RDC, including President & CEO, and Executive Director. From 1974 to 1992 Mr. Romik worked at various engineering and management positions for Tadiran Electronics Industries, then the largest Israeli electronic company. At his last position at Tadiran, Mr. Romik was General Manager of its Communications Systems Division, designing, manufacturing and selling military and civilian communications and computer equipment. Mr. Romik also currently serves as Vice-President of the Israel-Poland Chamber of Commerce, as a member of two important Polish economic forums, and manages several Polish green energy projects in agriculture, solar energy, and bio-energy. Mr. Romik has a B.S. degree in Physics from Tel Aviv University.

James P. Dore has served as Bitstream’s Chief Financial Officer since March 2003, and beginning on the Separation Date will serve as the executive vice president and chief financial officer of MSDH. From June 1999 to March 2003, he served as Bitstream’s Corporate Controller. From January 1997 to June 1999, Mr. Dore served as Corporate Controller at Celerity Solutions Inc. a developer and marketer of supply chain and warehouse management business software. He also served as Celerity’s Chief Financial Officer and Treasurer from April 1999 to June 1999. Mr. Dore has over 20 years of service in various senior financial positions, is a C.P.A. (Illinois) and holds a B.S. degree, with distinction, from Clarkson University.

Costas Kitsos has been Vice President of Engineering at Bitstream since November 1999, and beginning on the Separation Date he will serve as Vice President of Engineering of MSDH. Mr. Kitsos heads engineering for the Pageflex automated marketing communication and print production software products and also serves as the principal architect. From October 1998 to November 1999, he served as Director of Research and Development of Bitstream. From November 1996 to October 1998, he was a Senior Software Engineer at Bitstream. Mr. Kitsos is a veteran software developer with over 15 years experience in type and publishing application development. From May 1987 to November 1996, Mr. Kitsos headed IconWorks, which developed award winning type applications and offered consulting services on end user programs and graphical user interfaces. He holds a Masters degree from the University of California, Los Angeles.

Independence of our Board of Directors

MSDH’s By-laws provide that the members of the Board of Directors will be elected at the annual meeting of the stockholders, or at a special meeting of the stockholders in lieu thereof, and that each director shall hold office until his or her successor shall have been elected and qualified, or until his or her death, or until he shall have resigned, or have been removed as provided in the By-laws.

Our by-laws further provide that our Board of Directors shall consist of not less than one nor more than ten directors, the exact number of directors to be fixed from time to time by our Board of Directors. Our Board of Directors currently is comprised of four directors, including three independent directors. The board of directors determined that Mr. Kaminski is not independent by virtue of his service as chief executive officer of Bitstream.

Board of Directors—Board Leadership Structure and Role in Risk Oversight

Structure

The members of the Board of Directors are elected annually to serve until their successors have been elected and qualified, or until the earlier of their death, resignation or removal.

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MSDH has separated the roles of Chief Executive Officer and Chairman of the Board. MSDH believes that the separation of these roles permitted the Chairman of the Board to focus on oversight of its long-term corporate development goals and strategic issues, thereby enabling the Chief Executive Officer to focus on executing Bitstream’s business plan and overseeing the day to day performance of the other executive officers. MSDH will re-assess its leadership structure after the completion of the Distribution and related transactions to determine whether any modifications are necessary or appropriate based on relevant facts and circumstances.

The MSDH Board of Directors will conduct an annual self-evaluation in order to determine whether it and its committees are functioning effectively. As part of this self-evaluation, the board evaluates whether the current leadership structure continues to be optimal for MSDH and its stockholders.

Risk Oversight

The MSDH Board of Directors has oversight of its risk management program working directly with senior management, who are responsible for internal risk management. The Audit Committee has oversight responsibility for risk identification and prioritization process and Sarbanes-Oxley Act of 2002 compliance program. The Compensation Committee has oversight of risk considerations with respect to compensation programs, including working directly with senior management to determine whether such programs improperly encourage management to take risks relating to the business and/or whether risks arising from our compensation programs are reasonably likely to have a material adverse effect on MSDH. MSDH’s senior management, subject to board oversight, is responsible for ensuring that the risk management program, comprised of strategic, operational, financial and legal risk identification and prioritization, is reflected in MSDH’s policies and actions. Senior management, subject to board oversight, also is responsible for day-to-day risk management and implementation of company policies, with monitoring and testing of company-wide policies and procedures overseen by the Audit Committee. The Board of Directors believes that this shared oversight structure is appropriate for MSDH.

Board Committees and Meetings of the Board of Directors

The Board of Directors has a standing Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee’s charter is available free of charge through the Corporate Governance link on MSDH’s at http://www.pageflex.com/corporate/investor, or by sending your request in writing to the Corporate Secretary, Marlborough Software Development Holdings Inc., 500 Nickerson Road, Marlborough, MA 01752-4695. Each committee conducts an annual assessment to determine whether it has sufficient information, resources and time to fulfill its obligations and whether it is performing its obligations. Under the MSDH Corporate Governance Guidelines, each committee may retain experts to assist it in carrying out its responsibilities. The Board of Directors has determined that each of the members of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee are “independent” as required by applicable laws and regulations.

The Board of Directors and executive management believe that good corporate governance is important to ensure that MSDH is managed for the long-term benefit of its stockholders. The Board of Directors and executive management team have been reviewing and will continue to review corporate governance policies and practices for compliance with applicable regulations and will continue to compare those policies and practices to those suggested by various authorities in corporate governance and the practices of other public companies.

Audit Committee

The Audit Committee consists of Messrs.             ,                  and                 , with                  as its chairman. The Audit Committee reviews our accounting practices, internal accounting controls and financial results and oversees the engagement of our independent registered public accountants. The Audit Committee also oversees management’s performance of its duties with respect to maintaining the integrity of our accounting and financial

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reporting and our systems of internal controls, the performance and qualifications of the independent accountants (including the independent accountant’s independence), and our compliance with legal and regulatory requirements. The Audit Committee establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and the confidential and anonymous submission by employees and others regarding questionable or possibly fraudulent actions or activities. The Audit Committee acts pursuant to a written charter, which may be found on our web site at: http://www.pageflex.com/corporate/investor.

Compensation Committee

The Compensation Committee consists of Messrs.              and                     , with                     as its chairman. The Compensation Committee establishes salaries, incentives and other forms of compensation for our directors, officers and other employees. The Compensation Committee also administers our benefit plans and administers the issuance of stock options and other awards under our equity compensation plans to all our employees and directors, including the members of such committee. The committee also reviews, and recommends to the full Board, the compensation and benefits for non-employee Directors. The Compensation Committee acts pursuant to a written charter, which may be found on our web site at: http://www.pageflex.com/corporate/investor.

Nominating and Corporate Governance Committee

The Nominating and Governance Committee consists of Messrs.              and             , with          as its chairman. The Nominating and Corporate Governance Committee provides oversight and guidance to the Board of Directors to ensure that the membership, structure, policies, and practices of the Board of Directors and its committees facilitate the effective discharge by the Board of Directors of its corporate governance responsibilities. The committee reviews and evaluates the policies and practices with respect to the size, composition, independence and functioning of the Board of Directors and its committees and reflects those policies and practices in corporate governance guidelines, and evaluates the qualifications of, and recommends to the full board, candidates for election as directors.

Policy Governing Director Attendance at Annual Meetings of Stockholders

MSDH does not have a formal policy regarding attendance by members of the Board of Directors at the annual meetings of stockholders, but we strongly encourage all members of the Board of Directors to attend the annual meetings and expect such attendance except in the event of exigent circumstances. MSDH has not yet had an annual meeting.

Shareholder Communications with Directors

A shareholder who wishes to communicate directly with the Board of Directors, a committee of the Board of Directors or with an individual director, should send the communication to:

Marlborough Software Development Holdings Inc.

Attn: Board of Directors or committee name or director’s name, as appropriate

500 Nickerson Road

Marlborough, MA 01752-4695

MSDH will forward all shareholder correspondence to the Board of Directors, committee or individual director, as appropriate.

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Nomination of Candidates for Director

When evaluating potential candidates for directors, the Nominating and Corporate Governance Committee (the “Nominating Committee”) considers individuals recommended by members of the Nominating Committee, other Directors, members of management, and shareholders or self-nominated individuals. The Nominating Committee is advised of all nominations that are submitted to us and determines whether it will further consider the candidates using the criteria described below.

In order to be considered, each proposed candidate must:

1) Be ethical;

2) Have proven judgment and competence;

3) Have professional skills and experience that are complementary to the background and experience represented on the Board and that meet our needs;

4) Have demonstrated the ability to act independently and be willing to represent the interests of all shareholders and not just those of a particular philosophy or constituency; and

5) Be willing and able to devote sufficient time to fulfill his/her responsibilities to Bitstream and its shareholders.

The Nominating Committee also considers the following factors when evaluating candidates for director:

1) How such candidate contributes to the diversity of the Board of Directors. Although MSDH does not have a formal diversity policy, it endeavors to comprise the Board of members with a broad mix of professional and personal backgrounds. Thus, the Nominating Committee accords some weight to the individual professional background and experience of each director. Further, in considering nominations, the Nominating Committee takes into account how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board. When evaluating a nominee’s overall qualifications, the Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily required of all prospective nominees.

2) The degree to which such candidate’s experience strengthens the Board of Directors’ collective qualifications and skills.

3) The candidate’s understanding of and experience in the software and technology industries.

4) The candidate’s leadership experience with public companies.

The Committee seeks and receives recommendations on board candidates from third parties, including security holders, and while recommendations from significant security holders might receive greater initial consideration we generally would seek to apply the same criteria that would be applied in evaluating other candidates to these recommended candidates.

After the Nominating Committee has completed its evaluations, it presents its recommendations to the full Board of Directors for its consideration and approval. In presenting its recommendations, the Nominating Committee also reports on other candidates who were considered but not selected.

We will report any material change to this procedure in a quarterly or annual filing with the Securities and Exchange Commission and any new procedure will be available through the Corporate Governance link on our website at http://www.pageflex.com/corporate/investor.

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Code of Business Conduct and Ethics

We have a code of ethics that applies to our principal executive officer and principal financial officer, or persons performing similar functions. This code of ethics is incorporated in our Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees. A copy of our Code of Business Conduct and Ethics is available on our website at http://www.pageflex.com/corporate/investor. We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of business conduct and ethics by posting such information on our website in lieu of filing such information in a Current Report on Form 8-K.

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EXECUTIVE COMPENSATION AND OTHER MATTERS

The following disclosure sets forth information concerning the compensation of Bitstream’s named executive officers, as defined in Item 402 of Regulation S-K, as of December 31, 2010. Historical information required by Item 402 of Regulation S-K is being provided with respect to the officers and directors of Bitstream as a result of MSDH having been a wholly-owned subsidiary of Bitstream prior to the Distribution and the continuity of management between Bitstream and MSDH after the Bitstream Merger and the Distribution.

SUMMARY COMPENSATION TABLE

(All amounts in $)

The following table sets forth certain summary information concerning compensation paid for the year ended December 31, 2010 by Bitstream to its named executive officers, as such term is defined in Item 402 of Regulation S-K (the “Named Executive Officers” or “NEOs”), who performed similar functions with respect to the Pageflex and BOLT Products being distributed to MSDH. MSDH was incorporated on July 18, 2011 solely for purposes of effecting a sale of Bitstream.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Options/ Warrants ($)(4)		Non-equity Incentive Plan Compensation ($)(5)		All Other Compensation ($)(6)		Total ($)
Anna M. Chagnon President & CEO (Principal Executive Officer)*		2010 2009 2008		300,000 311,538 294,711		—   —   —		69,500 53,900 61,500		128,055 107,576 226,070		—   —   100,000		7,350 7,350 6,900		504,905 480,364 689,181
James P. Dore Vice President & CFO (Principal Financial Officer)		2010 2009 2008		185,000 192,116 180,769		—   —   —		34,750 26,950 30,750		64,028 53,788 67,821		—   —   55,000		5,550 7,350 6,900		289,328 280,204 341,240
Costas Kitsos Vice President of Engineering		2010 2009 2008		180,000 186,923 176,827		—   —   —		34,750 26,950 30,750		64,028 53,788 67,821		—   —   50,000		5,400 7,350 6,900		284,178 275,011 332,298
Sampo Kaasila Vice President of Research and Development		2010 2009 2008		180,000 186,923 176,827		—   —   —		34,750 26,950 30,750		64,028 53,788 67,821		—   —   50,000		5,400 7,108 6,900		284,178 274,769 332,298

 * Ms. Chagnon resigned as President and Chief Executive Officer of Bitstream effective as of May 1, 2011.

(1) Base salaries for 2010 remained unchanged from the levels approved by Bitstream’s Compensation Committee in February 2008. Bitstream’s Compensation Committee did not approve or award any increases in base salary for any of the named executive officers during 2010.

(2) Payments reported as a cash bonus are disclosed in the Non-Equity Incentive Plan Compensation column and in the Grants of Plan-Based Awards Table below to the extent they do not represent mandatory payments.

(3) Compensation amounts for 2010, 2009 and 2008 for restricted stock awards represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Share Based Payments” for each of the restricted stock awards made during each year, grant date fair value was calculated using the closing price on the grant date multiplied by the number of shares. These amounts do not represent the actual value that may be realized by each officer.

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(4) Compensation amounts for 2010, 2009 and 2008 for stock options granted represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Share Based Payments” for each of the awards made during year. For the assumptions used in these valuations, see the Notes to Consolidated Financial Statements in Bitstream’s 2010 audited financial statements included within Bitstream’s Annual Report on Form 10-K.

(5) Amounts represent the actual annual incentive compensation payments to each officer pursuant to Bitstream’s annual incentive plan. The bonus amounts for 2008 were paid in February 2009, and the bonus amounts for 2007 were paid in March 2008.

(6) Represents matching contributions by Bitstream for the account of the Named Executive Officer under Bitstream’s 401(k) Plan unless otherwise noted.

Plan Based Awards

The following table provides information as to the grants of plan-based awards by Bitstream to each Named Executive Officer during 2010. The table identifies the threshold (or minimum amount payable other than zero), target payable if specified performance goals are achieved, and maximum values of the 2010 incentive plan awards for each of the named executive officers.

GRANTS OF PLAN-BASED AWARDS TABLE

Name	Grant Date		Estimated possible payouts under Non-Equity Incentive Plan Awards(1)								Stock Awards: Number of Restricted Shares of Stock (#)(2)		Number of Securities Underlying Options Granted (#)(3)		Full grant date fair value of each equity award ($)(4)
			Threshold $		Target $		Maximum $		Grant Date
Anna M. Chagnon		03/04/10		—		200,000		—		08/12/10		10,000		30,000		197,555
James P. Dore		03/04/10		—		92,500		—		08/12/10		5,000		15,000		98,778
Sampo Kaasila		03/04/10		—		90,000		—		08/12/10		5,000		15,000		98,778
Costas Kitsos		03/04/10		—		90,000		—		08/12/10		5,000		15,000		98,778

(1) Amounts represent target amounts payable to each officer pursuant to Bitstream’s annual incentive plan, which plan does not have specific thresholds or maximums.

(2) Amounts represent stock awards of restricted shares of Class A Common Stock. These stock awards vest in equal installments of 5% of each award on each quarterly anniversary of the date of the grant over the 5 year vesting period. Vesting of these awards will be accelerated in full upon completion of the Bitstream Merger.

(3) Amounts represent awards of options to purchase shares of Class A Common Stock at an exercise price of $6.95 per share, which was the fair market value of the shares on the date of grant as required by Bitstream’s 2006 Incentive Compensation Plan. These options expire on August 12, 2020 and vest in equal installments of 25% of each award on each of the first, second, third, and fourth anniversary of the date of the grant. Vesting of these options will be accelerated in full upon completion of the Bitstream Merger.

(4) Amounts represent the full grant date fair value assuming the closing price of Bitstream’s common stock on the date of grant of the award as required by Bitstream’s 2006 Incentive Compensation Plan.

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Outstanding Equity Awards at December 31, 2010

The following table sets forth, the number of unexercised Bitstream options held by each Named Executive Officer as of December 31, 2010, the exercise price and expiration date of each award.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2010

	Option Awards(1)								Stock Awards(2)
	Number of Securities Underlying Unexercised Options at Fiscal Year End (#)				Exercise Price		Expiration Date		Number of Shares That Have Not Vested (#)		Market Value of Shares That Have Not  Vested ($)(1)		Grant Date
Name	Exercisable		Unexercisable
Anna M. Chagnon		40,000		—		3.9600		11/05/11		4,000		28,960		05/24/07
		100,000		—		3.0000		02/12/14		6,000		43,440		05/20/08
		60,000		—		1.5900		08/02/14		8,000		57,920		08/19/09
		50,000		—		4.4500		08/03/16		9,500		68,780		08/12/10
		15,000		5,000		8.1200		05/24/17		—		—		—
		25,000		25,000		6.1500		05/20/18		—		—		—
		7,500		22,500		5.3900		08/19/19		—		—		—
		—		30,000		6.9500		08/12/20		—		—		—
James P. Dore		12,667		—		1.7900		02/13/13		2,000		14,480		05/24/07
		25,000		—		1.5900		08/02/14		3,000		21,720		05/20/08
		30,000		—		2.3390		02/07/15		4,000		28,960		08/19/09
		25,000		—		4.4500		08/03/16		4,750		34,390		08/12/10
		15,000		5,000		8.1200		05/24/17		—		—		—
		7,500		7,500		6.1500		05/20/18		—		—		—
		3,750		11,250		5.3900		08/19/19		—		—		—
		—		15,000		6.9500		08/12/20		—		—		—
Sampo Kaasila		20,000		—		3.9600		11/05/11		2,000		14,480		05/24/07
		25,000		—		1.5900		08/02/14		3,000		21,720		05/20/08
		25,000		—		4.4500		08/03/16		4,000		28,960		08/19/09
		15,000		5,000		8.1200		05/24/17		4,750		34,390		08/12/10
		7,500		7,500		6.1500		05/20/18		—		—		—
		3,750		11,250		5.3900		08/19/19		—		—		—
		—		15,000		6.9500		08/12/20		—		—		—
Costas Kitsos		20,000		—		3.9600		11/05/11		2,000		14,480		05/24/07
		25,000		—		1.5900		08/02/14		3,000		21,720		05/20/08
		25,000		—		4.4500		08/03/16		4,000		28,960		08/19/09
		15,000		5,000		8.1200		05/24/17		4,750		34,390		08/12/10
		7,500		7,500		6.1500		05/20/18		—		—		—
		3,750		11,250		5.3900		08/19/19		—		—		—
		—		15,000		6.9500		08/12/20		—		—		—

(1) All options outstanding as of December 31, 2010 have ten-year terms. All options with an expiration date prior to June 2016 vest over a three-year period in equal installments on the first, second, and third anniversary of the award. Options granted under the Bitstream 2006 Incentive Compensation Plan, which include the options above with an expiration date after June 2016, vest over a four-year period in equal installments of 25% on the first, second, third, and fourth anniversary of the award. Vesting of all of these options will be accelerated in full upon completion of the Bitstream Merger.

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(2) The value of the stock award was calculated by using a share price of $7.240, the closing price of Bitstream’s common stock on December 31, 2010. Stock Awards vest over a five-year period in equal quarterly installments of 5% on each quarterly anniversary of the award, but vesting will be accelerated in full upon completion of the Bitstream Merger.

Value Realized from Stock Options and Stock Appreciation Awards

The following table sets forth the number of Bitstream options exercised and the value each Named Executive Officer realized during 2010. As of December 31, 2010 neither Bitstream nor MSDH has awarded any stock appreciation rights.

OPTION EXERCISES AND STOCK VESTED DURING 2010

	Option Awards				Stock Awards
Name	Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Anna M. Chagnon		42,899		219,600		6,500		44,635
James P. Dore		50,000		225,493		3,250		22,318
Sampo Kaasila		—		—		3,250		22,318
Costas Kitsos		42,400		166,518		3,250		22,318

(1) The “value realized” represents the total value of gains on the date of exercise based on the actual sale prices or on the closing price that day if the shares were not sold that day, in each case less the exercise price of the stock options, without deducting taxes or commissions paid by employee.

EXECUTIVE AGREEMENTS

All of Bitstream’s named executive officers (“NEOs”) are employed on an at-will basis but have entered into severance agreements (the “Severance Agreements”) with Bitstream in the event of a “Change in Control” as described below. These agreements have an original term expiring on April 15, 2012, and shall thereafter be automatically renewed for successive one-year terms unless Bitstream has notified the NEO of its election not to renew the term of the agreement not less than 120 days before the expiration of the (then) current term.

Potential Payments upon Termination Following a Change-in-Control

The Severance Agreements with Bitstream’s NEOs provide certain benefits upon the termination of employment after a change in control (a “Change in Control”) as defined below. Under these agreements, the NEO shall be entitled to severance benefits if terminated within twenty-four months of a Change in Control, unless such termination is due to the NEO’s death or disability, or is by Bitstream for Cause, or is by the NEO for other than Good Reason.

A Change in Control shall mean the occurrence of any of the following events:

1) any “Person(s)” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Bitstream representing thirty percent (30%) or more of the combined voting power of Bitstream’s (then) outstanding securities; or

2) during any period of twelve consecutive months, individuals who at the beginning of such period constitute the Board of Directors of Bitstream cease for any reason to constitute at least a majority

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thereof; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election, was approved by a vote of at least a majority of the directors then comprising the incumbent Board shall be considered as though such individual were a member of the incumbent Board; or

3) Bitstream is a party to (i) any consolidation or merger of Bitstream in which it is not the continuing or surviving corporation or pursuant to which its shares of common stock would be converted into cash, securities, or other property; or (ii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Bitstream; or

4) approval by the stockholders of Bitstream. of any plan or proposal for the liquidation or dissolution of Bitstream.

Cause is defined as (i) the willful and continued failure by the NEO to substantially perform the NEO’s duties (other than any such failure resulting from incapacity due to physical or mental illness) after a demand for substantial performance has been delivered to the NEO by Bitstream, which demand specifically identifies the manner in which it is believed that the NEO has not substantially performed the NEO’s duties; or (ii) conviction of a felony or acts of dishonesty resulting in gain or personal enrichment at the expense of Bitstream; or (iii) the NEO’s willful misconduct or insubordination which is materially injurious to Bitstream. For purposes of this paragraph, no act or failure to act on the NEO’s part shall be considered as willful unless done, or omitted to be done, by the NEO not in good faith and without reasonable belief that the action or omission was in the best interests of Bitstream.

Disability is defined as the illness, or mental or physical disability, of the NEO as determined by a physician acceptable to Bitstream and the NEO, resulting in the NEO’s failure to perform substantially all of his or her applicable material duties for a period of six consecutive months, and the NEO’s failure to return to the performance of such duties within 30 days after receiving written notice of termination of employment due to such Disability.

Good Reason is defined as the (i) reduction in the NEO’s (then) current base salary as paid immediately preceding the Change in Control; (ii) diminution, reduction or other adverse change in the annual bonus opportunity or other incentive compensation opportunities available to the NEO immediately preceding the Change in Control; (iii) Bitstream’s failure to pay the NEO any amounts otherwise earned, vested or due under any compensation plan or human resources policy of Bitstream immediately preceding the Change in Control; (iv) diminution of the Executive’s title, position, authority or responsibility; (v) assignment to the NEO of duties incompatible with the position occupied by the NEO immediately preceding the Change in Control; or (vi) relocation of the NEO’s position to a location more than 35 miles from the location to which the NEO was assigned immediately preceding the Change in Control.

If, after any Change in Control shall have occurred, the NEO’s employment shall be terminated within twenty-four months of the date of such Change in Control either (i) by Bitstream other than for death, disability or Cause, or (ii) by the NEO for Good Reason, the NEO shall be entitled to the following severance benefits under the terms of the Severance Agreements:

• Bitstream shall pay the NEO’s full base salary through the date of termination at the rate which is the higher of the (then) current annual rate or the annual rate in effect immediately prior to the date of any Change in Control. Bitstream also shall pay the NEO the amount, if any, of any unpaid earned annual bonus for the preceding fiscal year. In addition, Bitstream shall continue in full force and effect through the date of termination the NEO’s participation in all stock ownership, stock purchase, stock option and restricted stock plans; all health and welfare benefit plans; and all insurance and disability plans as may be in effect at the date of the Change in Control. Notwithstanding the terms and conditions of any Bitstream stock plans and related agreements under which outstanding stock option and restricted stock grants shall have been made, any such outstanding and unvested stock options and restricted stock grants shall become immediately and fully vested upon the occurrence of a Change in Control.

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• Bitstream shall pay as severance benefits to the NEO on or before the fifth day following the date of termination of employment, a lump sum payment equal to twice the NEO’s base salary in the case of the CEO and 1.75 times the NEO’s base salary in the case of any other NEO, at the rate which is the higher of the (then) current annual rate or the annual rate in effect immediately prior to the date of any Change in Control. Such lump sum payment shall be subject to all applicable federal, state and local income and FICA taxes including all required withholding amounts. In no event shall the severance benefits exceed the amount that is deductible by Bitstream in accordance with Section 280(G) of the Code. The NEO shall not be required to mitigate or offset the amount of any severance benefits or other benefits provided by seeking employment or otherwise, nor shall the amount of any payment provided be reduced by any compensation earned by the NEO as the result of employment by another employer after the date of termination from Bitstream.

Unless otherwise waived, the following Change in Control payments will be made to current and former NEOs of Bitstream as a result of the Bitstream Merger:

Named Executive Officer	Salary		Bonus		Total
James P. Dore Vice President & CFO (Principal Financial Officer)	$	323,750		—	$	323,750
Costas Kitsos Vice President of Engineering	$	315,000		—	$	315,000
Sampo Kaasila Vice President of Research and Development	$	315,000		—	$	315,000

Payments to Former Chief Executive Officer of Bitstream

On May 1, 2011, Ms. Chagnon resigned as President, Chief Executive Officer and an employee of Bitstream and as a member of the Board of Directors of Bitstream. In connection with Ms. Chagnon’s resignation, Bitstream entered into a Resignation Agreement with Ms. Chagnon which provides for the following payments and benefits:

• A lump sum cash payment of $611,539 to be paid on or before May 9, 2011, consisting of two years base salary equal to $600,000 and $11,539 for accrued but unused vacation time;

• The vesting of 2,000 shares of restricted common stock scheduled to vest on May 20, 2011, 500 shares of restricted common stock scheduled to vest on May 12, 2011, and 2,000 shares of restricted common stock scheduled to vest on May 24, 2011 with an aggregate value of $27,918 based on a $6.204 closing price of Bitstream’s common stock as reported on the NASDAQ Capital Market on April 29, 2011;

• The vesting of 5,000 common stock options with an exercise price of $8.12 per share scheduled to vest on May 24, 2011 and 12,500 common stock options with an exercise price of $6.15 per share scheduled to vest on May 20, 2011;

• The suspension of future vesting and forfeiture as of November 1, 2011 of 22,500 unvested shares of restricted common stock and 60,000 common stock options, provided, however, that upon a Change in Control (as defined herein above) of Bitstream on or before November 1, 2011, all such unvested securities shall become fully vested as of the date of such Change in Control; and

• Reimbursement of up to $15,000 in Ms. Chagnon’s reasonable attorney’s fees in connection with her resignation.

The completion of the Bitstream Merger and the Distribution will not trigger any additional payments to or result in the vesting of additional rights or equity to Ms. Chagnon.

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Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2010, Messrs. Beitzel, Kaminski, Lubrano, and Martynek fulfilled all functions of the Compensation Committee of the Board of Directors of Bitstream with regard to determining compensation of executive officers of Bitstream. No member of the Compensation Committee of Bitstream was at any time in 2010 or at any other time an officer or employee of Bitstream, and no member had any relationship with Bitstream requiring disclosure as a related-person transaction in the section “Certain Relationships and Related Person Transactions.” No executive officer of Bitstream has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our board of directors or CompensationCommittee at any time in 2010.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

All related person transactions are reviewed, and reported to and, if required, approved by, our Board of Directors or audit committee, as applicable. The term “related person transactions” refers to transactions required to be disclosed in our filings with the Securities and Exchange Commission pursuant to Item 404 of Regulation S-K. MSDH has entered, or will enter into various arrangements with Bitstream which set forth both companies' duties and responsibilities in the separation and distribution. Please see "Arrangements Between Bitstream and MSDH" for further details. Except for these intercompany arrangements, there were no other related person transactions of MSDH or Bitstream from January 1, 2010 through the date of this prospectus requiring approval or disclosure.

In connection with and prior to the execution of the Bitstream Merger Agreement by Monotype and Bitstream, each of the directors and executive officers of Bitstream and Bitstream’s two 10% stockholders, Columbia Pacific Opportunity Fund, L.P. and New Vernon Aegir Master Fund Ltd., entered into voting agreements with Monotype (the “Voting Agreements”). The Voting Agreements provide that the directors, executive officers and 10% stockholders of Bitstream are irrevocably obligated to vote their shares of Bitstream capital stock in favor of the Bitstream Merger and prohibits such stockholders from acquiring any additional shares of Bitstream capital stock or disposing of any shares of Bitstream capital stock beneficially owned by such person on the Separation Date.

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DIRECTOR COMPENSATION

The following disclosure sets forth information concerning the compensation of Bitstream’s board of directors as of December 31, 2010. Historical information required by Item 402 of Regulation S-K is being provided with respect to the directors of Bitstream as a result of MSDH having been a wholly-owned subsidiary of Bitstream prior to the Distribution and the continuity of directors between Bitstream and MSDH after the Bitstream Merger and the Distribution.

Bitstream’s current director compensation guidelines stipulate that each director who is not an employee is entitled to receive $35,000 in cash compensation for service as a director and that each new non-employee director be awarded 25,000 restricted shares. In addition, our non-employee Chairman of the Board is entitled to receive an additional $15,000 in cash compensation for his service as Chairman. For the year ended December 31, 2010, Mr. Ying, Bitstream’s former chairman received $50,000; Messrs. Beitzel, Lubrano, Kaminski, and Kagan each received $35,000; and Messrs. Keating and Martynek each received $20,417. Upon their appointment or election to the Bitstream board of directors, Messrs. Kagan, Keating, and Martynek, also each received a restricted stock award of 25,000 shares which vests over five years in one-twentieth increments on each quarterly anniversary date from the date of the grant.

On August 12, 2010, Messrs. Beitzel, Lubrano, and Kaminski, were each granted a restricted stock award for 5,000 shares of Bitstream’s Class A Common Stock, which vests over five years in one-twentieth increments on each quarterly anniversary date from the date of the grant. On November 12, 2010 Messrs. Kagan, Kaminski, and Keating, were granted 4,500, 3,000 and 3,000, respectively, for their service on the Special Committee. From January 1, 2011 to April 20, 2011, the Board did not make any stock option grants to purchase Bitstream’s Class A Common Stock to any Bitstream director and made restricted stock awards on February 24, 2011 to Messrs. Kagan, Kaminski, and Keating, granting 4,500, 3,000 and 3,000, respectively, for their service on the Special Committee. Except for this equity compensation for service on the Special Committee, directors do not receive any other compensation for service on committees of the Bitstream board of directors.

The following table provides information on the compensation of Bitstream’s directors for the fiscal year ended December 31, 2010. Ms. Chagnon did not receive separate compensation for her services as a director. In addition to Mr. Kaminski’s compensation as a director and Chairman of the Board, effective upon Mr. Kaminski’s appointment as Chief Executive Officer of Bitstream on an interim basis on May 1, 2011, Mr. Kaminski has been compensated $1,500 per day for serving as the Chief Executive Officer of Bitstream. For her compensation as Bitstream’s Chief Executive Officer, see Ms. Chagnon’s compensation discussed in this Registration Statement under the heading “Executive Compensation.”

DIRECTOR COMPENSATION TABLE(1)

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)		Total ($)
George B. Beitzel		35,000			34,750		69,750
Jonathan Kagan		35,000			231,925		266,925
Amos Kaminski		35,000			56,200		91,200
Melvin L. Keating		20,417			202,950		223,367
David G. Lubrano		35,000			34,750		69,750
Raul K. Martynek		20,417			181,500		201,917
Charles Ying		50,000	(2)		7,860		57,860

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(1) Compensation amounts for restricted stock awards represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Share Based Payments” for each of the restricted stock awards made during 2010. Grant date fair value was calculated using the closing price on the grant date multiplied by the number of shares. These amounts do not represent the actual value that may be realized by the Directors.

(2) Upon Mr. Ying’s resignation from the Board, the Board approved the acceleration his unvested restricted stock awards, which had been unvested due to length of service requirements. This resulted in the modification of 10,000 restricted shares as follows: 2,000 shares awarded on May 24, 2007, 3,000 shares awarded on May 20, 2008, and 5,000 shares awarded on August 19, 2009. The grant date fair value of the 10,000 modified awards is the difference between the value at the date modified and the value at original date awarded.

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PRINCIPAL AND SELLING STOCKHOLDERS

Unless otherwise indicated, the following table sets forth certain information as of November 10, 2011, with respect to the Class A Common Stock of Bitstream owned or deemed beneficially owned as determined under the rules of the Securities and Exchange Commission, directly or indirectly, by each stockholder known to Bitstream to own beneficially more than 5% of the Class A Common Stock, by each director, executive officer, by certain stockholders who may be deemed to be affiliates of Bitstream and MSDH by virtue of their ownership of more than 10% of the voting capital stock of Bitstream and MSDH and their entry into certain voting agreements in connection with the Bitstream Merger (the “Selling Stockholders”), and by all directors and executive officers of Bitstream and its subsidiaries as a group. As of November 10, 2011, there were 10,665,025 issued and outstanding shares of Class A Common Stock of Bitstream. In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Class A Common Stock if he or she has or shares voting power or investment power with respect to such security or has the right to acquire beneficial ownership at any time within 60 days following November 10, 2011. As used herein “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose of or direct the disposition of shares. Except as indicated in the notes following the table below, each person named has sole voting and investment power with respect to the shares listed as being beneficially owned by such person. Each person named in the table below will own an equivalent number of shares of MSDH common stock issued and outstanding after the distribution date, subject to any changes resulting from transactions subsequent to November 10, 2011.

Name and Address(2)	Number(1)		Percent of Common Stock(1)
Selling Stockholders
Columbia Pacific Opportunity Fund, L.P.(3) 1910 Fairview Avenue East, Suite 500 Seattle, WA 98102		2,025,250		19.0	%
Mr. Trent Stedman, Mr. Thomas Patrick, New Vernon Aegir Master Fund Ltd. and New Vernon Partners LLC, as a group(4) 799 Central Ave. Suite 350 Highland, IL 60035		1,586,762		14.9	%
Principal Stockholders
Mr. Michael Self, Lake Union Capital Fund, L.P. and Lake Union Capital Management, LLC, as a group(5) 601 Union Street Seattle, WA 98101		641,337		6.0	%
Directors and Executive Officers of Bitstream
George B. Beitzel(6)		482,532		4.6	%
Amos Kaminski(7)		445,600		3.2	%
John S. Collins(8)		165,718		1.6	%
Jonathan Kagan(9)		41,600		*
Sampo Kaasila(10)		159,600		1.5	%
Melvin Keating		36,600		*
Raul Martynek		29,830		*
James P. Dore(11)		182,667		1.7	%
Costas Kitsos(12)		143,300		1.4	%
Pinhas Romik		0		*
All directors and executive officers of Bitstream as a group (10 persons)(6)(7)(8)(9)(10)(11)(12)		1,687,447		15.1	%

 * Less than one percent

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(1) Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock shown as beneficially owned by them, subject to community property laws where applicable. The information presented with respect to the Principal Stockholders is based on reports of beneficial ownership on Forms 3 and 4, and Schedules 13D and 13G delivered to Bitstream pursuant to the Exchange Act and such other information as may have been provided to Bitstream by any such Principal Stockholder. As a result of the Bitstream Merger, all unvested equity compensation awards shall become fully vested and exercisable. For purposes of computing the share ownership and percentage ownership in the table above, we have assumed that the Bitstream Merger will have been completed within 60 days of November 10, 2011. The inclusion herein of shares listed as beneficially owned does not constitute an admission of beneficial ownership.

(2) Unless otherwise indicated, the address of each director and officer listed is: c/o Bitstream Inc., 500 Nickerson Road, Marlborough, MA 01752-4695.

(3) Based upon the information provided pursuant to a joint Schedule 13D/A filed with the SEC on May 25, 2011 by Columbia Pacific Opportunity Fund L.P. (the “Fund”). Columbia Pacific Advisors LLC (the “Adviser”) has the sole power to vote or direct the vote of, and to dispose or direct the disposition of the shares owned by the Fund. Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty are the managing members of the Adviser.

(4) Based upon the information provided pursuant to a joint statement on Schedule 13D/A filed with the SEC on January 13, 2011 by the group. New Vernon Aegir Master Fund Ltd. directly beneficially owns 1,135,462 shares of Class A Common Stock over which it has sole voting and dispositive power. Mr. Stedman directly beneficially owns 72,394 shares of Class A Common Stock over which he has sole voting and dispositive power. Mr. Patrick directly beneficially owns 378,906 shares of Class A Common Stock over which he has sole voting and dispositive power. New Vernon Investment Management LLC is the investment advisor of New Vernon Aegir Master Fund Ltd. and, as such, may be deemed to have voting and dispositive power over the shares of Class A Common Stock directly beneficially owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares. New Vernon Partners LLC is the investment manager of New Vernon Aegir Master Fund Ltd. and, as such, may be deemed to have voting and dispositive power over the shares of Class A Common Stock directly beneficially owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares. Mr. Stedman is a portfolio manager of New Vernon Investment Management LLC. In such capacity, Mr. Stedman controls the trading of securities held by New Vernon Aegir Master Fund Ltd. As a result of such role and otherwise by virtue of his relationship to New Vernon Aegir Master Fund Ltd., New Vernon Partners LLC and New Vernon Investment Management LLC, Mr. Stedman may be deemed to have voting and dispositive power over the shares of Class A Common Stock directly beneficially owned by New Vernon Aegir Master Fund Ltd. and, accordingly, may be deemed to indirectly beneficially own such shares. As a result, Mr. Stedman may be deemed to beneficially own a total of 1,207,856 shares of Class A Common Stock. Thomas Patrick is a member of New Vernon Investment Management LLC. By virtue of his relationship with New Vernon Investment Management LLC, Mr. Patrick may be deemed to be part of a group with Mr. Stedman and New Vernon Investment Management LLC, New Vernon Aegir Master Fund Ltd. and New Vernon Partners LLC with respect to the Class A Common Stock of Bitstream.

(5) Based on information provided in a joint statement on Schedule 13G filed with the SEC on October 21, 2011. Lake Union Capital Fund, LP directly beneficially owns 641,337 shares of Class A Common Stock over which it has shared voting and dispositive power. Lake Union Capital Management, LLC is the general partner of Lake Union Capital Fund, LP and Michael Self is the managing member of Lake Union Capital Management, LLC. Accordingly, Lake Union Capital Management, LLC and Michael Self are deemed to beneficially own the shares of Class A Common Stock of Bitstream owned by Lake Union Capital Fund, LP.

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(6) Includes 30,000 shares issuable to Mr. Beitzel upon the exercise of options.

(7) Includes 60,000 shares issuable to Mr. Kaminski upon the exercise of options.

(8) Includes 90,000 shares issuable to Mr. Collins upon the exercise of options and 62,218 shares held by Mr. Collins and his wife as joint tenants.

(9) Includes 1,000 shares held by Mr. Kagan’s son and for which Mr. Kagan may be considered a beneficial owner.

(10) Includes 115,000 shares issuable to Mr. Kaasila upon the exercise of options and 22,500 shares held by Mr. Kaasila and his wife as joint tenants.

(11) Includes 157,667 shares issuable to Mr. Dore upon the exercise of options and 11,500 shares held by Mr. Dore and his wife as joint tenants.

(12) Includes 115,000 shares issuable to Mr. Kitsos upon the exercise of options.

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PLAN OF DISTRIBUTION

The Selling Stockholders may resell under this prospectus the shares of MSDH common stock that have been issued to them in the Distribution. The Selling Stockholders may sell the shares from time to time and may also decide not to sell all the shares they are permitted to sell under this prospectus. The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The Selling Stockholders may effect such transactions by selling the shares to or through broker-dealers. Subject to the restrictions described in this prospectus, the shares of our common stock being offered under this prospectus may be sold from time to time by the Selling Stockholders in any of the following ways:

• our common stock may be sold through a broker or brokers, acting as principals or agents. Transactions through broker-dealers may include block trades in which brokers or dealers will attempt to sell our common stock as agent but may position and resell the block as principal to facilitate the transaction. Our common stock may be sold through dealers or agents or to dealers acting as market makers. Broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Stockholders and/or the purchase of our common stock for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions);

• our common stock may be sold on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale, in the over-the-counter market, or in transactions otherwise than on such exchanges or services or in the over-the-counter market;

• our common stock may be sold through a block trade in which a broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• our common stock may be sold in private sales directly to purchasers; or

• our common stock may be sold in such other transactions as permitted by law.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in the resales.

Subject to any applicable restrictions under Section 16(c) of the Exchange Act, the Selling Stockholders may enter into hedging transactions with broker-dealers in connection with distributions of shares or otherwise. In such transactions, broker-dealers may engage in short sales of shares in the course of hedging the positions they assume with Selling Stockholders. The Selling Stockholders also may sell shares short and redeliver shares to close out such short positions. The Selling Stockholders may enter into option or other transactions with broker-dealers, which require the delivery of shares to the broker-dealer. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus.

Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from Selling Stockholders. Broker-dealers or agents may also receive compensation from the purchasers of shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with transactions involving shares. Broker-dealers or agents and any other participating broker-dealers or the Selling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”) in connection with sales of shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act. In addition, any shares

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of a Selling Stockholder covered by this prospectus which qualify for sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

The shares may be sold by Selling Stockholders only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exception from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, each Selling Stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the Selling Stockholders. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

A Selling Stockholder may pledge or grant a security interest in some or all of the shares of common stock that it owns and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus.

We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement will disclose:

• the name of each such Selling Stockholder and of the participating broker-dealer(s);

• the number of shares involved;

• the price at which such shares were sold;

• the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;

• that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and

• other facts material to the transaction.

We will bear all costs, expenses and fees in connection with maintain the registration of the shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock and could impair our ability to raise capital through future sales of our common stock. Upon completion of this offering                      approximately                  shares of our common stock will be outstanding. All of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act.

We intend to file a registration statement on Form S-8 under the Securities Act to register                  shares of common stock initially reserved for issuance under our incentive compensation plan. This registration statement is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Upon effectiveness of this registration statement, shares issued under this plan (including shares issued upon the exercise of options) will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates.

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DESCRIPTION OF CAPITAL STOCK

Description of Our Capital Stock

Following the distribution, our authorized capital stock will consist of 30,500,000 shares of common stock, $0.01 par value, and 10,000,000 shares of preferred stock, $0.01 par value. The description set forth below is incomplete and is qualified by reference to our amended and restated certificate of incorporation or certificate and bylaws, which are set forth in Exhibits 3.1 and 3.2 to the registration statement on Form S-1 of which this prospectus is a part.

Common Stock

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Except as otherwise provided by law, the holders of common stock vote together with the holders of preferred stock as one class. Subject to the rights of holders of any shares of preferred stock which may at the time be outstanding, holders of common stock will be entitled to such dividends as the Board of Directors may declare out of funds legally available therefor. Subject to the prior rights of creditors and holders of any preferred stock which may be outstanding from time to time, the holders of common stock are entitled, in the event of liquidation, dissolution or winding up of MSDH, to share equally in the distribution of all remaining assets. The common stock is not liable for any calls or assessments and is not convertible into any other securities. In addition, there are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

The certificate of incorporation of MSDH provides that the Board of Directors is authorized to provide for the issuance of shares of preferred stock, from time to time, in one or more series. Prior to the issuance of shares in each series, the board of directors is required by the certificate and the Delaware General Corporation Law to adopt resolutions and file a Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof or the Certificate of Designation with the Secretary of State of Delaware, fixing for each such series the designations, preferences and relative, participating, optional or other special rights applicable to the shares to be included in any such series and any qualifications, limitations or restrictions thereon, including, but not limited to, dividend rights, dividend rate or rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences as are permitted by Delaware law.

Distribution Agent; Transfer Agent and Registrar

The Distribution Agent, Transfer Agent and Registrar for the common stock and preferred stock is Computershare. The contact information is:

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Telephone: 800-962-4284

www.computershare.com

Certain Charter and Bylaw Provisions and Delaware Law

After the distribution, certain provisions of the certificate of incorporation and bylaws of MSDH could discourage potential acquisition proposals and could delay or prevent a change in control. The certificate of incorporation eliminates the right of stockholders to take action by written consent. The issuance of preferred stock authorized in the certificate of incorporation could have the effect of delaying or preventing a change in

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control. Such preferred stock could be utilized to implement, without stockholder approval, a stockholders' rights plan or “poison pill” that could be triggered by certain change in control transactions, which could delay or prevent a change in control or could impede a merger, consolidation, takeover or other business combination involving MSDH. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. We have no current plans to issue shares of preferred stock.

In addition, the bylaws provide, among other things, that special meetings of our stockholders may be called only by the Board of Directors or, the chairman of the Board of Directors. The bylaws also establish procedures, including advance notice procedures with regard to the nomination, other than by or at the direction of the Board of Directors, of candidates for election as directors.

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EQUITY COMPENSATION PLAN INFORMATION

Bitstream Stock Option Plans

Bitstream currently maintains six separate equity compensation plans under which options or other stock-based awards remain outstanding: (i) the Bitstream Inc. 2006 Incentive Compensation Plan (the “2006 Plan”), (ii) the Bitstream Inc. 2000 Stock Plan (the “2000 Bitstream Plan”), (iii) the PageFlex, Inc. 2000 Stock Plan (the “2000 PageFlex Plan”), (iv) the MyFonts.com 2000 Stock Plan (the “2000 MyFonts Plan”), (v) the Bitstream Inc. 1997 Stock Plan (the “1997 Plan”), and (vi) the Bitstream Inc. 1994 Stock Plan (the “1994 Plan”).

The 2006 Plan was adopted by the board of directors of Bitstream on April 14, 2006, and approved by the stockholders at the annual meeting of stockholders held on June 1, 2006. Upon the approval of the 2006 Plans, Bitstream discontinued making new grants under the older plans. However, the older plans continue to govern grants made prior to approval of the 2006 Plans.

The 2006 Plan

The 2006 Plan authorizes a committee of two or more directors designated by the board of directors to administer the 2006 Plan to grant an option, restricted stock, stock granted as a bonus or in lieu of another award, other stock-based award, performance award or annual incentive award to make direct purchases to purchase up to 2,000,000 shares of class A common stock.

The purpose of the 2006 Plan is to assist Bitstream in attracting, retaining and rewarding high-quality executives, employees and other persons who provide services to Bitstream and/or its subsidiaries, enabling such persons to acquire or increase a proprietary interest in Bitstream to strengthen the mutuality of interests between such persons and its shareholders, and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. The 2006 Plan is also intended to qualify certain compensation awarded under the 2006 Plan for tax deductibility under Code Section 162(m).

Participation in the 2006 Plan is available to each executive officer and other officers and employees of Bitstream or of any subsidiary, and other persons who provide services to Bitstream or any of its subsidiaries, including directors of Bitstream. An employee on leave of absence may be considered as still in the employ of Bitstream or a subsidiary for purposes of eligibility for participation in the 2006 Plan.

The 2006 Plan is administered by the compensation committee of the board of directors, or such other committee as may be appointed by the board of directors (the “Committee”) provided, however, that, unless otherwise determined by the board of directors, the Committee shall consist solely of two or more directors, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3, unless administration of the 2006 Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the 2006 Plan, and (ii) an “outside director” as defined under Code Section 162(m), unless administration of the 2006 Plan by “outside directors” is not then required in order to qualify for tax deductibility under Code Section 162(m).

The board of directors may at any time terminate the 2006 Plan or make such modification or amendment thereof as it deems advisable; provided, however, (i) the board of directorsmay not, without the approval of the stockholders, increase the maximum number of shares for which options or warrants may be granted or change the designation of the class of persons eligible to receive options or warrants under the 2006 Plan, and (ii) any such modification or amendment of the 2006 Plan shall be approved by a majority of the stockholders of Bitstream to the extent that such stockholder approval is necessary to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law, or applicable National Association of Securities Dealers or exchange listing requirements. Termination or any modification or amendment of the 2006 Plan shall not, without an award holder’s consent, affect his or her rights under any award theretofore granted to such award holder.

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In each fiscal year during any part of which the 2006 Plan is in effect, an eligible person may not be granted Awards relating to more than 200,000 shares of Stock, subject to adjustment as provided in Section 10(c) of the 2006 Plan, under each of Plan Sections 6(b), 6(c), 6(d), 6(e), 8(b) and 8(c). In addition, the maximum cash amount that may be earned under the 2006 Plan as a final annual incentive award or other cash annual award in respect of any fiscal year by any one participant shall be $1,000,000 and the maximum cash amount that may be earned under the 2006 Plan as a final performance award or other cash award in respect of a performance period other than an annual period by any one participant on an annualized basis shall be $1,000,000.

The right of a participant to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any award subject to performance conditions, except as limited under Plan Sections 8(b) and 8(c) in the case of a performance award or annual incentive award intended to qualify under Code Section 162(m).

The 2000 Plans

The 2000 Bitstream Plan was adopted by the board of directors on February 11, 2000, and approved by the stockholders at the annual meeting held on July 25, 2000. The 2000 Bitstream Plan provided for the grant of incentive stock options (“ISOs”) (within the meaning of Section 422(b) of the Code), non-qualified stock options (“NQSOs”), warrants (“Warrants”), awards of stock (“Awards”) and authorizations to make direct purchases of stock (“Purchases”) to certain directors, officers and employees of Bitstream, its parent (if any) and present or future subsidiaries of Bitstream. The 2000 Bitstream Plan further provided for the grant of NQSOs, Warrants, Awards and Purchases to directors and agents of, and consultants to, the Related Corporations, whether or not employees of the Related Corporations.

The purpose of the 2000 Bitstream Plan was to provide incentives to employees, agents, consultants and directors. ISOs, NQSOs and Warrants granted under the 2000 Bitstream Plan may not be exercisable for terms in excess of 10 years from the date of grant. In addition, no ISOs, NQSOs or Warrants may be granted under the 2000 Bitstream Plan later than 10 years after the 2000 Bitstream Plan’s effective date. The exercise price of any NQSO or Warrant is fixed by the board of directors or its Compensation Committee on the date it is granted and the exercise price of an ISO shall be not less than the fair market value per share of the Class A Common Stock on the date it is granted. The shares subject to and available under the 2000 Bitstream Plan may consist, in whole or in part, of authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock reacquired by Bitstream in any manner. If any ISO, NQSO or Warrant granted under the 2000 Bitstream Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if Bitstream shall reacquire any unvested shares issued pursuant to Awards or Purchases, the unpurchased shares subject to such ISO, NQSO or Warrant and any unvested shares so reacquired by Bitstream shall again be available for grants of ISOs, NQSOs, Warrants, Awards or Purchases under the 2000 Bitstream Plan.

If an ISO holder’s employment with Bitstream and all Related Corporations ceases, for any reason other than death or disability, no further installments of his ISOs shall become exercisable, and all ISOs held by him on the date his employment ceases will terminate on the earlier of the ISO’s expiration date or 90 days after the date his employment ceases. If an NQSO holder’s business relationship with Bitstream and all Related Corporations ceases, for any reason other than death or disability, no further installments of his NQSOs shall become exercisable, and all NQSOs held by him on the date his business relationship ceases will terminate on the earlier of the NQSO’s expiration date or as determined by the board of directors. If an option holder dies or is disabled, his option may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of his death, by his estate, personal representative or beneficiary who acquires the option by will or by the laws of descent and distribution, at any time prior to the earlier of the option’s expiration and, in the case of an ISO, 90 days after the occurrence of his death or 180 days after the date of his disability, or in the case of a NQSO, as determined by the Board. On the earlier of such dates, the option terminates.

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No ISO, NQSO, Warrant, Award or Purchase is assignable or transferable by the holder thereof except by will or by laws of descent and distribution, and during the lifetime of the holder thereof the ISO, NQSO, Warrant, Award or Purchase may be exercisable only by him.

The number and price of shares of Class A Common Stock covered by each ISO, NQSO or Warrant, the total number of shares that may be sold under the 2000 Bitstream Plan, and the maximum number of shares that may be sold, issued or transferred to an employee, will be proportionately adjusted to reflect, any stock dividend or stock split of the Class A Common Stock or any recapitalization of Bitstream. Unless otherwise determined by the Board, upon consummation of a consolidation or merger of Bitstream into another entity, or a sale of all or substantially all of the assets of Bitstream, all outstanding ISOs, NQSOs, and Warrants will become fully vested and immediately exercisable. In the event of a distribution or liquidation of Bitstream, each outstanding ISO, NQSO or Warrant shall terminate.

The board of directors may at any time terminate the 2000 Bitstream Plan or make such modification or amendment thereof as it deems advisable; provided, however, (i) the board of directors may not, without the approval of the stockholders, increase the maximum number of shares for which options or warrants may be granted or change the designation of the class of persons eligible to receive options or warrants under the 2000 Bitstream Plan, and (ii) any such modification or amendment of the 2000 Bitstream Plan shall be approved by a majority of the stockholders of Bitstream to the extent that such stockholder approval is necessary to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law, or applicable National Association of Securities Dealers or exchange listing requirements. Termination or any modification or amendment of the 2000 Bitstream Plan shall not, without an option holders consent, affect his or her rights under any option or warrant theretofore granted to such option holder.

The 2000 Bitstream Plan is administered by the board of directors which determines, in its discretion, among other things, the recipients of grants, whether a grant will consist of ISOs, NQSOs, Warrants, Awards, Purchases or a combination thereof, and the number of shares of Class A Common Stock to be subject to such ISOs, NQSOs, Warrants, Awards or Purchases. In accordance with the discretion granted to the board of directors under the terms of the 2000 Bitstream Plan, the board of directors may delegate its power, duties and responsibilities under the 2000 Bitstream Plan to the Compensation Committee. The 2000 Bitstream Plan contained certain limitations applicable only to ISOs granted thereunder. To the extent that the aggregate fair market value, as of the date of grant, of the shares to which ISOs become exercisable for the first time by an option holder during the calendar year exceeds $100,000, the ISO will be treated as a NQSO or a Warrant. In addition, if an option holder owns more than 10% of the total combined voting power of all classes of stock of Bitstream or any Related Corporation at the time the individual is granted an ISO, the exercise price per share cannot be less than 110% of the fair market value per share of Class A Common Stock on the date of grant.

At the same time that the board of directors of Bitstream approved the 2000 Bitstream Plan, the board of directors of Bitstream’s two subsidiaries, PageFlex, Inc., and MyFonts.com, Inc., adopted the 2000 PageFlex Plan and the 2000 MyFonts Plan. The terms of these two plans provided for the grant of ISOs, NQSOs, and Warrants to the employees of the two subsidiaries, and the terms were substantially identical to the terms of the 2000 Bitstream Plan.

The 1997 Plan

The 1997 Plan was adopted by the board of directors on March 10, 1997, and approved by the stockholders of Bitstream at the annual meeting held on May 28, 1997. The 1997 Plan provided for the grant of ISOs, NQSOs and warrants to certain directors, officers and employees of Bitstream. The 1997 Plan further provided for the grant of NQSOs and warrants to directors and agents of, and consultants to, Bitstream, whether or not employees of Bitstream. The purpose of the 1997 Plan was to attract and retain employees, agents, consultants and directors.

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Options and warrants granted under the 1997 Plan could not be exercisable for terms in excess of 10 years from the date of grant. In addition, no options or warrants could be granted under the 1997 Plan later than 10 years after the 1997 Plan’s effective date. The exercise price of any NQSO or warrant was fixed by the board of directors on the date it was granted and the exercise price of an ISO could not be less than the fair market value of the Class A Common Stock it is on the date it was granted. The shares subject to and available under the 1997 Plan could consist, in whole or in part, of authorized but unissued stock or treasury stock not reserved for any other purpose. Any shares subject to an option or warrant that terminates, expires or lapses for any reason, and any shares purchased pursuant to an option or warrant and subsequently repurchased by Bitstream pursuant to the terms of the option, shall again be available for grant under the 1997 Plan.

If an option holder’s employment with Bitstream ceases, for any reason other than death or disability, all options held by him on the date his employment ceases will terminate on the earlier of the option’s expiration or, in the case of an ISO, 90 days after the date his employment ceases, and in the case of an NQSO, as determined by the Board.

If an option holder dies or is disabled, his option may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of his death, by his estate, personal representative or beneficiary who acquires the option by will or by the laws of descent and distribution, at any time prior to the earlier of the option’s expiration and, in the case of an ISO, 90 days after the occurrence of his death or 180 days after the date of his disability, or in the case of a NQSO, as determined by the Board. On the earlier of such dates, the option terminates.

No option is assignable or transferable by the option holder except by will or by laws descent and distribution, and during the lifetime of the option holder the option may be exercisable only by him.

The number and price of shares of Class A Common Stock covered by each option, the total number of shares that may be sold under the 1997 Plan, and the maximum number of shares that may be sold, issued or transferred to an employee, will be proportionately adjusted to reflect, any stock dividend or stock split of the Class A Common Stock or any recapitalization of Bitstream. Unless otherwise determined by the Board, upon consummation of a consolidation or merger of Bitstream into another entity, or a sale of all or substantially all of the assets of Bitstream, all outstanding options and warrants will become fully vested and immediately exercisable. In the event of a distribution or liquidation of Bitstream, each outstanding option or warrant shall terminate.

The board of directors may at any time terminate the 1997 Plan or make such modification or amendment thereof as it deems advisable; provided, however, (i) the board of directors may not, without the approval of the stockholders, increase the maximum number of shares for which options or warrants may be granted or change the designation of the class of persons eligible to receive options or warrants under the 1997 Plan, and (ii) any such modification or amendment of the 1997 Plan shall be approved by a majority of the stockholders of Bitstream to the extent that such stockholder approval is necessary to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law, or applicable National Association of Securities Dealers or exchange listing requirements. Termination or any modification or amendment of the 1997 Plan shall not, without an option holders consent, affect his or her rights under any option or warrant theretofore granted to such option holder.

The 1997 Plan is administered by the board of directors which will determine, in its discretion, among other things, the recipients of grants, whether a grant will consist of ISOs, NQSOs or warrants or a combination thereof, and the number of shares of Class A Common Stock to be subject to such options or warrants. In accordance with the discretion granted to the board of directors under the terms of the 1997 Plan, the board of directors may delegate its power, duties and responsibilities under the 1997 Plan to the Compensation Committee.

The 1997 Plan contains certain limitations applicable only to ISOs granted thereunder. To the extent that the aggregate fair market value, as of the date of grant, of the shares to which ISOs become exercisable for the first time by an option holder during the calendar year exceeds $100,000, the ISO will be treated as a

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NQSO. In addition, if an option holder owns more than 10% of the total combined voting power of all classes of Bitstream’s stock or any subsidiary of Bitstream at the time the individual is granted an ISO, the exercise price per share cannot be less than 110% of the fair market value per share of Class A Common Stock.

The 1994 Plan

The 1994 Plan was adopted by the board of directors on December 7, 1994, and approved by the stockholders of Bitstream prior to the company’s initial public offering. The 1994 Plan provided for the grant of ISOs, NQSOs and warrants to certain directors, officers and employees of Bitstream. The 1994 Plan further provided for the grant of NQSOs and warrants to directors and agents of, and consultants to, Bitstream, whether or not employees of Bitstream. The purpose of the 1994 Plan was to attract and retain employees, agents, consultants and directors.

Options and warrants granted under the 1994 Plan could not be exercisable for terms in excess of seven years and one day from the date of grant in the case of NQSOs and warrants, and 10 years from the date of grant in the case of ISOs. In addition, no options or warrants could be granted under the 1994 Plan later than 10 years after the 1994 Plan’s effective date. The exercise price of any NQSO or warrant was fixed by the board of directors on the date it was granted and the exercise price of an ISO could not be less than the fair market value of the Class A Common Stock it is on the date it was granted. The shares subject to and available under the 1994 Plan could consist, in whole or in part, of authorized but unissued stock or treasury stock not reserved for any other purpose. Any shares subject to an option or warrant that terminates, expires or lapses for any reason, and any shares purchased pursuant to an option or warrant and subsequently repurchased by Bitstream pursuant to the terms of the option, shall again be available for grant under the 1994 Plan.

If an option holder’s employment with Bitstream ceases, for any reason other than death or disability, all options held by him on the date his employment ceases will terminate on the earlier of the option’s expiration or, in the case of an ISO, 90 days after the date his employment ceases, and in the case of an NQSO, as determined by the Board.

If an option holder dies or is disabled, his option may be exercised, to the extent of the number of shares with respect to which he could have exercised it on the date of his death, by his estate, personal representative or beneficiary who acquires the option by will or by the laws of descent and distribution, at any time prior to the earlier of the option’s expiration and, in the case of an ISO, 90 days after the occurrence of his death or 180 days after the date of his disability, or in the case of a NQSO, as determined by the Board. On the earlier of such dates, the option terminates.

No option is assignable or transferable by the option holder except by will or by laws descent and distribution, and during the lifetime of the option holder the option may be exercisable only by him.

The number and price of shares of Class A Common Stock covered by each option, the total number of shares that may be sold under the 1994 Plan, and the maximum number of shares that may be sold, issued or transferred to an employee, will be proportionately adjusted to reflect, any stock dividend or stock split of the Class A Common Stock or any recapitalization of Bitstream. Unless otherwise determined by the Board, upon consummation of a consolidation or merger of Bitstream into another entity, or a sale of all or substantially all of the assets of Bitstream, all outstanding options and warrants will become fully vested and immediately exercisable. In the event of a distribution or liquidation of Bitstream, each outstanding option or warrant shall terminate.

The board of directors may at any time terminate the 1994 Plan or make such modification or amendment thereof as it deems advisable; provided, however, the board of directors may not, without the approval of the stockholders, increase the maximum number of shares for which options or warrants may be granted or change the designation of the class of persons eligible to receive ISOs, reduce the minimum exercise price for ISOs, or extend the expiration date of the 1994 Plan. Termination or any modification or amendment of

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the 1994 Plan shall not, without an option holder’s consent, affect his or her rights under any option or warrant theretofore granted to such option holder.

The 1994 Plan is administered by the board of directors which will determine, in its discretion, among other things, the recipients of grants, whether a grant will consist of ISOs, NQSOs or warrants or a combination thereof, and the number of shares of Class A Common Stock to be subject to such options or warrants.

The 1994 Plan contains certain limitations applicable only to ISOs granted thereunder. To the extent that the aggregate fair market value, as of the date of grant, of the shares to which ISOs become exercisable for the first time by an option holder during the calendar year exceeds $100,000, the ISO will be treated as a NQSO. In addition, if an option holder owns more than 10% of the total combined voting power of all classes of Bitstream’s stock or any subsidiary of Bitstream at the time the individual is granted an ISO, the exercise price per share cannot be less than 110% of the fair market value per share of Class A Common Stock.

MSDH Incentive Compensation Plan

General

The Marlborough Software Development Holdings Inc. Incentive Compensation Plan (the “Plan”) will be adopted by the board of directors of MSDH and approved by the board of directors of Bitstream as the sole shareholder of MSDH prior to the Distribution. It is anticipated that the plan will provide for the grant of awards in the form of options (which may be incentive stock options or non-qualified options), stock appreciation rights, restricted stock and restricted stock units, stock granted as a bonus or in lieu of another award, other stock-based awards, performance awards or annual incentive awards. The maximum number of shares of stock with respect to which awards can be granted will be                  shares, plus the number of shares subject to the MSDH Options, subject to adjustment as provided in the Plan to reflect the effect of mergers, recapitalizations, stock splits and reverse splits, extraordinary dividends, and similar transactions.

Purpose

The purpose of the Plan will be to assist us in attracting, retaining and rewarding high-quality executives, employees and other persons who provide services to us and/or our subsidiaries, enabling such persons to acquire or increase a proprietary interest in us to strengthen the mutuality of interests between such persons and our shareholders, and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. The Plan is also intended to qualify certain compensation awarded under the Plan for tax deductibility under Section 162(m) of the Internal Revenue Code (the “Code”).

Eligibility

Participation in the Plan will be available to each executive officer and other officers and employees of MSDH or of any subsidiary, and other persons who provide services to MSDH or any of its subsidiaries, including directors of MSDH. An employee on leave of absence may be considered as still in the employ of MSDH or a subsidiary for purposes of eligibility for participation in the Plan.

Administration

The Plan will be administered by the compensation committee of the board of directors, or such other committee as may be appointed by the board of directors (the “Committee”), provided, however, that, unless otherwise determined by the board of directors, the Committee shall consist solely of two or more directors, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless administration of the Plan by “non-

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employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, and (ii) an “outside director” as defined under Code Section 162(m), unless administration of the Plan by “outside directors” is not then required in order to qualify for tax deductibility under Code Section 162(m).

The board of directors may at any time terminate the Plan or make such modification or amendment thereof as it deems advisable; provided, however, (i) the board of directors may not, without the approval of the stockholders, increase the maximum number of shares for which options or warrants may be granted or change the designation of the class of persons eligible to receive options or warrants under the Plan, and (ii) any such modification or amendment of the Plan shall be approved by a majority of the stockholders of MSDH to the extent that such stockholder approval is necessary to comply with applicable provisions of the Code, rules promulgated pursuant to Section 16 of the Exchange Act, applicable state law, or applicable National Association of Securities Dealers or, if applicable, exchange listing requirements. Termination or any modification or amendment of the Plan shall not, without an award holder’s consent, affect his or her rights under any award theretofore granted to such award holder.

Limitations

In each fiscal year during any part of which the Plan is in effect, an eligible person may not be granted stock-based awards relating to more than                  shares of stock, subject to adjustment as provided in the Plan. In addition, the maximum cash amount that may be earned under the Plan as a final annual incentive award or other cash annual award in respect of any fiscal year by any one participant shall be $         and the maximum cash amount that may be earned under the Plan as a final performance award or other cash award in respect of a performance period other than an annual period by any one participant on an annualized basis shall be $        .

The right of a participant to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any award subject to performance conditions, except in the case of a performance award or annual incentive award intended to qualify under Code Section 162(m).

Grants

Under the terms of the Merger Agreement, MSDH is required to grant the MSDH Options to holders of unexercised options to acquire Bitstream Stock. As of the date of this prospectus, there were unexercised options to acquire                      shares of Bitstream Common Stock.

U.S. Federal Income Tax Consequences

Under present U.S. federal income tax law, a participant generally will recognize ordinary income at the time such participant receives cash or shares of stock pursuant to an award under the Plan (or upon the subsequent vesting of such stock, if the participant receives unvested shares), subject to the special rules regarding options and stock appreciation rights discussed below. Subject to the limitations of Section 162(m) of the Code, we are generally entitled to a tax deduction at the time a participant recognizes ordinary income attributable to an award under the Plan. Our policy is to maximize the tax deductibility of its compensation plan but it may elect to forgo deductibility for federal income tax purposes if such action is, in its opinion, necessary or appropriate to further the goals of the Plan.

A participant will generally not recognize any ordinary income upon the grant of an option or stock appreciation right. A participant who exercises a non-qualified option or a stock appreciation right will generally recognize ordinary income equal to the excess of the value of the stock subject to the award over

84

the purchase price for the award. A participant who exercises an incentive stock option will not be required to recognize any taxable income at the time of exercise, and we will not be entitled to a tax deduction, provided that the incentive stock option is exercises while the participant is still employed by the company or one of our subsidiaries, or within 90 days after terminating employment (one year in the case of death or disability). If the participant then holds the stock until the later of one year from the date of exercise or two years from the date of grant of the incentive stock option, he or she will not be required to recognize any ordinary income. However, if the participant disposes of the stock before this time (a “disqualifying disposition”), he or she will recognize ordinary income equal to the lesser of the amount of gain realized on the sale, or the excess of the value of the stock at the time of exercise over the exercise price. We will be entitled to a tax deduction only if and to the extent the participant recognizes taxable income under these rules.

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DESCRIPTION OF EMPLOYEE BENEFIT PLANS

Bitstream has the following employee benefit plans for employees located in the United States:

• The Bitstream Investment Plan & Trust, which is a tax-qualified defined contribution plan qualified under Section 401(k) of the Internal Revenue Code. Under the plan, employees may voluntarily defer a portion of their compensation on a pre-tax basis, and Bitstream may, but is not obligated to, match a portion of the employee’s contribution up to a defined maximum. Bitstream contributed $165, $183, and $180 for the years ended December 31, 2010, 2009, and 2008, respectively.

• Medical and Dental Plans. These are fully insured health plans currently underwritten by Blue Cross Blue Shield of Massachusetts. Previously, the dental coverage and optional additional vision coverage were underwritten by MetLife. Employees who elect to participate pay a portion of the premium for coverage by withholding from their compensation on a pre-tax basis, and Bitstream pays the remaining premiums. Bitstream paid $901, $870, and $880 in premiums for the years ended December 31, 2010, 2009, and 2008, respectively.

• Disability Coverage and Life Insurance. Bitstream provides short-term disability coverage for a maximum period of 11 weeks days, and long-term disability coverage that takes effect after the 11 week short-term period for an employee who becomes permanently disabled. Both short-term and long-term policies provide benefits equal to approximately 60% of the employee’s compensation. Separate policies are provided for employees located in California, and all other US employees. Bitstream also provides group term life insurance equal to one times the deceased employee’s annual compensation, with certain additional benefits in the event of accidental death or dismemberment. The policies are underwritten by Prudential Insurance Company, and Bitstream pays the entire premium. Bitstream paid $51, $60, and $61 in premiums for the years ended December 31, 2010, 2009, and 2008, respectively.

• The Bitstream Flexible Benefits Plan, which is a cafeteria plan qualified under Section 125 of the Internal Revenue Code that allows eligible employees to have a portion of their compensation withheld on a pre-tax basis and credited to an account to be used to pay qualified medical and/or dependent care expenses. Bitstream does not make any contribution to this plan, although in certain circumstances it may be required to pay medical expenses that exceed the amount that an employee has contributed.

Each of these benefit plans will be assigned by Bitstream to MSDH, and assumed by MSDH, as part of the Separation and Distribution, and employees of MSDH and its subsidiaries will continue to participate in the plans. Employees who continue to be employed by Bitstream following the Separation and Distribution will generally not be eligible to participate in the plans, and will be treated as terminated employees under the terms of the plans, except that such employees may, by agreement between MSDH and Monotype, continue to participate in the plans for a short transitional period, in which case MSDH will be reimbursed by Monotype for the cost of covering such employees. MSDH has no present plans to make any changes to the terms of the plans, but reserves the right to do so at any time.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all future earnings, if any, for use in the operation and expansion of our business and do not anticipate declaring or paying cash dividends.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation and amended and by-laws include provisions to (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by Section 102(b)(7) of the DGCL and (ii) permits us to indemnify our directors and officers to the fullest extent permitted by Section 145 of the DGCL, including circumstances in which indemnification is otherwise discretionary. Pursuant to Section 145 of the DGCL, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate the directors’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under DGCL. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the registrant, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the registrant or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director’s duty to the registrant or its stockholders when the director was aware or should have been aware of a risk of serious injury to the registrant or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the registrant or its stockholders, for improper transactions between the director and the registrant and for improper distributions to stockholders and loans to directors and officers. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We have entered into indemnification agreements with our directors and officers. The indemnification agreements will provide indemnification to our directors and officers under certain circumstances for acts or omissions which may not be covered by directors’ and officers’ liability insurance, and may, in some cases, be broader than the specific indemnification provisions contained under Delaware law.

88

At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is being sought nor are we aware of any threatened litigation that may result in claims for indemnification by any officer or director.

We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

The foregoing statements are subject to the detailed provisions of the DGCL, our certificate of incorporation and our by-laws.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion addresses material federal income tax considerations in respect of the contribution of the assets, liabilities and operations of Bitstream relating to the BOLT Products and Pageflex Products to MSDH (the “Contribution Transaction”), the subsequent distribution of the stock of MSDH by Bitstream to its stockholders (the “Distribution”), and the Bitstream Merger.

The following discussion does not include all federal income tax considerations that may be relevant to particular Bitstream stockholders in light of their particular circumstances, or to stockholders who are subject to special tax rules, such as dealers in securities, banks or other financial institutions, insurance companies, individuals who are not citizens or residents of the United States, foreign entities or tax-exempt organizations. This discussion also assumes that stockholders hold their shares as capital assets, and it does not apply to stockholders who are subject to alternative minimum tax or mark-to-market rules, stockholders who hold their shares as part of a hedge, straddle or other risk reduction or conversion transaction, or stockholders who acquired their shares through stock option or stock purchase programs or otherwise as compensation. In addition, this discussion does not address the tax consequences of the Contribution Transaction, the Distribution or the Bitstream Merger under U.S. state or local tax laws, foreign tax laws or tax laws other than income tax laws.

The following discussion is based on the Internal Revenue Code, applicable Treasury Regulations, judicial decisions and administrative rulings and practice, in each case as of the date hereof, all of which are subject to change. Any such changes could be applied retroactively and could affect the accuracy of the statements and conclusions in this discussion and the federal income tax consequences of the Contribution Transaction, the Distribution and the Bitstream Merger. No ruling has been or will be requested from the Internal Revenue Service with regard to any of the tax consequences of the Contribution Transaction, the Distribution or the Bitstream Merger.

Stockholders should consult their tax advisors with respect to the tax consequences of the Contribution Transaction, the Distribution and the Bitstream Merger.

The Contribution Transaction

The assets related to the Pageflex and BOLT Products will be contributed by Bitstream to MSDH, which will assume the liabilities related thereto from Bitstream. Management believes that the liabilities assumed by MSDH will not exceed the tax basis of the assets contributed to MSDH. As a result, management believes that the Contribution Transaction, in and of itself, will not result in the recognition of taxable gain or loss by Bitstream or MSDH. Management further believes that the foregoing conclusion will not be adversely affected by the subsequent Distribution or the Bitstream Merger.

The Bitstream Merger

Management expects that the Bitstream Merger will be treated for tax purposes as a purchase by Monotype of all of the issued and outstanding shares of capital stock of Bitstream from the stockholders of Bitstream for cash, with each stockholder recognizing taxable gain or loss measured by the difference between the stockholder’s tax basis in his, her or its Bitstream shares considered to have been purchased by Monotype and the cash consideration for such shares pursuant to the Bitstream Merger. Stockholders who are individuals and who satisfy the criteria for such treatment will be subject to federal income taxes at a rate of 15% on long-term capital gain resulting from the Bitstream Merger.

The Distribution: Tax on Bitstream

The Distribution will be a taxable event with respect to Bitstream. See “Arrangements between Bitstream and MSDH—Tax Indemnity Agreement” and “Risk Factors—The Distribution of MSDH stock by Bitstream may cause substantial tax liabilities to Bitstream” above.

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The Distribution: Tax on Stockholders

The Distribution will also be a taxable event to the shareholders of Bitstream. Each stockholder should be treated for tax purposes as having received in the Distribution an amount equal to the fair market value as of the date of the Distribution of the MSDH stock distributed to such stockholder.

The Distribution may be treated for tax purposes as a redemption by Bitstream of a portion of the stockholders’ stock. In such event, the Distribution will generally be treated for tax purposes as resulting in a payment in exchange for a portion of each stockholder’s stock, generating capital gain (or loss) to the stockholder. Stockholders who are individuals and who satisfy the criteria for such treatment will be subject to federal income taxes at a rate of 15% on long-term capital gain resulting from the Distribution.

To the extent, if any, that the Distribution is treated instead as a redemption or is treated as an ordinary distribution by Bitstream to its stockholders rather than as a redemption distribution (because the Distribution precedes the Bitstream Merger and no Bitstream stock is transferred to or retired by Bitstream), all or a portion of the amount distributed to the shareholder in respect of the Distribution may be treated as dividend income rather than as capital gain (or loss). Stockholders who are individuals and who satisfy the criteria for such treatment will be subject to federal income taxes at a rate of 15% on any such dividend income. As long-term capital gain and dividend rates are both 15% for qualifying shareholders who are individuals through December 31, 2012, there is no difference in tax rate to such Bitstream shareholders between receipt of dividend income and receipt of long-term capital gain.

We have completed a valuation of MSDH for federal income tax purposes and determined that the equity value of MSDH, including all of the assets and operations of the Pageflex and BOLT Products, is approximately $19.8 million. See “Arrangements between Bitstream and MSDH—Tax Indemnity Agreement” and “Risk Factors—The Distribution of MSDH stock by Bitstream may cause substantial tax liabilities to Bitstream” above.

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LEGAL MATTERS

The validity of the shares sold by us under this prospectus will be passed upon for us by Seyfarth Shaw LLP, Boston, MA.

EXPERTS

The financial statements of MSDH as of December 31, 2010 and 2009, and for each of the two years in the period ended December 31, 2010 included in this Prospectus have been so included in reliance on the report dated November 10, 2011 of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The carve-out consolidated financial statements for the years ended December 31, 2009 and 2008 of a Product line acquired of Press-Sense Ltd. included in this prospectus have been so incorporated in reliance on the report dated August 17, 2010 of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

TRANSFER AGENT AND REGISTRAR

The Distribution Agent, Transfer Agent and Registrar for the common stock and preferred stock is Computershare. The contact information is:

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Telephone: 800-962-4284

www.computershare.com

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock being offered pursuant to this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The reports and other information we file with the SEC can be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information regarding the operation of the public reference room by calling 1(800) SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS OF MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of June 30, 2011 (Unaudited), December  31, 2010 and December 31, 2009	F-3
Consolidated Statements of Operations for the Six Months Ended June  30, 2011 and 2010 (Unaudited), and Two Years Ended December 31, 2010 and 2009	F-4
Consolidated Statements of Divisional Equity for the Six Months Ended June  30, 2011 (Unaudited) and Two Years Ended December 31, 2010, and 2009	F-5
Consolidated Statements of Cash Flows for the Six Months Ended June  30, 2011 and 2010 (Unaudited), and Two Years Ended December 31, 2010, and 2009	F-6
Footnotes to Consolidated Financial Statements	F-7

F-1

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and management of Marlborough Software Development Holdings:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, statements of divisional equity and statements of cashflows present fairly, in all material respects, the financial position of Marlborough Software Development Holdings (the ‘Company’) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Marlborough Software Development Holding’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 10, 2011

F-2

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

	Unaudited			Audited
	June 30, 2011			December 31, 2010			December 31, 2009
ASSETS
Current assets:
Cash	$	598		$	601		$	—
Accounts receivable, net of allowance of $36, $12 and $157 at June 30, 2011, December 31, 2010 and 2009, respectively		648			953			526
Prepaid expenses and other current assets		635			346			604
Total current assets		1,881			1,900			1,130
Property and equipment, net		681			634			614
Other		233			178			139
Goodwill		3,297			3,297			498
Intangible assets, net		3,271			3,463			63
Total assets	$	9,363		$	9,472		$	2,444
LIABILITIES AND DIVISIONAL EQUITY
Current liabilities:
Accounts payable	$	330		$	181		$	157
Accrued payroll and other compensation		626			532			137
Other accrued expenses		212			186			28
Deferred revenue		2,350			2,256			1,581
Total current liabilities		3,518			3,155			1,903
Long-term deferred revenue		349			105			—
Long-term deferred rent		519			530			536
Total liabilities		4,386			3,790			2,439
Commitments and contingencies (Note 7)
Divisional equity:
Additional paid-in capital		1,214			1,077			800
Accumulated deficit		(40,174	)		(36,052	)		(28,959	)
Contributions from parent Company		43,937			40,657			28,164
Total divisional equity		4,977			5,682			5
Total liabilities and divisional equity	$	9,363		$	9,472		$	2,444

The accompanying notes are an integral part of these consolidated financial statements.

F-3

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS)

	Unaudited						Audited
	Six Months Ended June 30,						Years Ended December 31,
	2011			2010			2010			2009
Revenue:
Software licenses	$	1,367		$	622		$	1,964		$	2,890
Services		2,978			2,136			4,370			4,318
Total revenue		4,345			2,758			6,334			7,208
Cost of revenue:
Software licenses		581			206			571			307
Services		980			872			1,750			1,820
Cost of revenue		1,561			1,078			2,321			2,127
Gross profit		2,784			1,680			4,013			5,081
Operating expenses:
Marketing and selling		1,698			1,404			3,089			2,950
Research and development		3,451			2,220			5,514			3,273
General and administrative		1,788			1,063			2,503			1,522
Total operating expenses		6,937			4,687			11,106			7,745
Operating loss		(4,153	)		(3,007	)		(7,093	)		(2,664	)
Interest and other income, net		54			—			—			9
Loss before provision for income taxes		(4,099	)		(3,007	)		(7,093	)		(2,655	)
Provision for income taxes		(23	)		—			—			(31	)
Net loss	$	(4,122	)	$	(3,007	)	$	(7,093	)	$	(2,686	)
Basic and Diluted net loss per share	$	(0.41	)	$	(0.31	)	$	(0.71	)	$	(0.27	)
Basic and Diluted weighted average shares outstanding		10,165			9,856			9,923			9,782

The accompanying notes are an integral part of these consolidated financial statements.

F-4

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

CONSOLIDATED STATEMENTS OF DIVISIONAL EQUITY

(IN THOUSANDS)

	Additional paid-in capital		Accumulated deficit			Contribution from parent company		Total divisional equity
BALANCE, DECEMBER 31, 2008	$	518	$	(26,273	)	$	25,421	$	(334	)
Net loss		—		(2,686	)		—		(2,686	)
Stock-based compensation expense		282		—			—		282
Contributions from parent company		—		—			2,743		2,743
BALANCE, DECEMBER 31, 2009		800		(28,959	)		28,164		5
Net loss		—		(7,093	)		—		(7,093	)
Stock-based compensation expense		277		—			—		277
Contributions from parent company		—		—			12,493		12,493
BALANCE, DECEMBER 31, 2010		1,077		(36,052	)		40,657		5,682
Net loss (unaudited)		—		(4,122	)		—		(4,122	)
Stock-based compensation expense (unaudited)		137		—			—		137
Contributions from parent company (unaudited)		—		—			3,280		3,280
BALANCE, JUNE 30, 2011 (unaudited)		1,214		(40,174	)		43,937		4,977

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

CONSOLIDATED STATEMENTS OF CASH FLOW

(IN THOUSANDS)

	Unaudited						Audited
	Six Months ended June 30,						Years ended December 31,
	2011			2010			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,122	)	$	(3,007	)	$	(7,093	)	$	(2,686	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		137			171			277			282
Depreciation and amortization		108			106			221			184
Net loss (gain) on disposal of property and equipment		2			1			(10	)		4
Amortization on intangible assets		204			28			246			21
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		305			301			(416	)		330
Prepaid expenses and other assets		(344	)		275			247			(313	)
Accounts payable		149			—			24			42
Accrued payroll and other compensation		94			397			395			(443	)
Other accrued expenses		26			172			158			(17	)
Deferred revenue (long and short-term)		338			(15	)		780			(196	)
Deferred rent (long and short-term)		(11	)		(1	)		(6	)		536
Net cash used in operating activities		(3,114	)		(1,572	)		(5,177	)		(2,256	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(157	)		(71	)		(165	)		(462	)
Proceeds from the sale of property and equipment		—			—			14			—
Additions to intangible assets		(12	)		(14	)		(36	)		(25	)
Acquisition of assets of Press-Sense Ltd.		—			(6,528	)		(6,528	)		—
Net cash used in investing activities		(169	)		(6,613	)		(6,715	)		(487	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from parent company		3,280			8,490			12,493			2,743
Net cash provided by financing activities		3,280			8,490			12,493			2,743
Net (Decrease) Increase in Cash and Cash Equivalents		(3	)		305			601			—
Cash and Cash Equivalents, beginning of period		601			—			—			—
Cash and Cash Equivalents, end of period	$	598		$	305		$	601		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—		$	5		$	4
Cash paid for income taxes	$	38		$	—		$	—		$	31

F-6

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

All references to “MSDH,” “we,” “us,” “our,” or “Company” refer to Marlborough Software Development Holdings Inc., a Delaware corporation. All references to “Bitstream” or “parent” refer to Bitstream, Inc., a Delaware corporation. The financial statements represent two product lines of Bitstream, which subsequently (July 2011) were incorporated into MSDH, Inc. Except as otherwise noted, all reported dollar amounts are in thousands.

(1) Background and Nature of Operations:

On November 10, 2011, the Board of Directors of Bitstream authorized the Separation and Distribution of the Pageflex and Bolt Products from Bitstream to MSDH. On                     , the Board of Directors of Bitstream fixed as the record date to distribute to its stockholders on a pro rata basis all of the issued and outstanding shares of common stock of its wholly-owned subsidiary, MSDH, the “Distribution”. MSDH was formed in conjunction with Bitstream’s planned merger (the “Bitstream Merger”) with and acquisition by Monotype Imaging Holdings Inc., a Delaware corporation (“Monotype”) and under the terms of the Contribution Agreement consists of the business of the Pageflex and Bolt product lines that were contributed to it by Bitstream, the “Separation”. The completion of the Separation and Distribution are conditions precedent to the Bitstream Merger and the Distribution must be completed at least three business days prior to the completion of the Bitstream Merger. The Separation, Distribution and Bitstream Merger will be consummated because management and the Board of Directors of Bitstream believe that it is in the best interest of shareholders to separate and allow for the merger of Bitstream’s business relating to its OEM and retail font and font technology products with Monotype.

MSDH, incorporated on July 18, 2011, is a software development company focused on bringing innovative and proprietary software products to a wide variety of markets. Our core software products include mobile browsing technologies and variable data publishing, Web-to-print, and multi-channel communications technologies.

MSDH is subject to risks common to technology-based companies, including dependence on key personnel, rapid technological change, competition from alternative product offerings and larger companies, and challenges to the development and marketing of commercial products and services. MSDH has also experienced net losses in the current year and negative operating cash flows, and as of June 30, 2011 (Unaudited) has an accumulated deficit of approximately $40 million.

The consolidated financial statements have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. MSDH’s long-term viability is dependent on its ability to generate sufficient product revenue, net income and cash flows from operations to support its business as well as its ability to obtain additional financing, if needed. Management’s plans also include reducing operating costs and delaying certain expenditures if necessary to maintain the Company’s Liquidity. The Separation from Bitstream Inc. may disrupt our business and management, negatively affecting our business, operating results or financial condition and may cause other risks to the Company. MSDH has suffered recurring losses from operations and has a working capital deficit as of June 30, 2011 (Unaudited) and, for its liquidity, has relied on contributions from Bitstream. As of June 30, 2011 (Unaudited), MSDH had accumulated contributions of $43.9 million from its parent company.

Bitstream has a cash balance of $ 3.2 million and investment balance of $6.6 million as of June 30, 2011 (unaudited). The cash and investments include $5.6 million corporate bonds, $0.9 million government bonds and $0.3 million money market funds and certificates of deposits, which are all measured at fair value and classified within Level 1 and Level 2 of the fair value hierarchy (Note 6). Under the terms of the Distribution Agreement, from and after the Separation Date through and as of the Distribution Date, Bitstream is required to fund the operating expenses of MSDH. On or about the Distribution Date, Bitstream shall contribute approximately $             million to MSDH. Based on the Bitstream funding commitment from the Separation Date through the Distribution Date, and the expected $             million capital contribution from Bitstream to MSDH on or about the Distribution

F-7

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

Date, management believes that MSDH’s cash as of the Separation Date and the Distribution Date together with cash generated from future operations and funds and contributions from Bitstream are, and will be sufficient to meet its working capital and capital expenditure requirements through at least June 30, 2012.

There can be no assurance, however, that MSDH will not require additional financing in the future if funds from future operations or estimated expenses differ materially from those amounts estimated by management. If we were required to obtain additional financing in the future, there can be no assurance that sources of capital would be available on terms favorable to us, if at all.

Our unaudited balance sheet as of June 30, 2011, unaudited statements of operations and of cash flows for the six months ended June 30, 2011 and 2010 and the unaudited statement of changes in divisional equity for the six months ended June 30, 2011 have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnote disclosures required by generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments consisting of normal recurring adjustments, considered necessary for a fair statement have been included. The information disclosed in the notes to the financial statements for these periods is unaudited. The results of operations for the six months ended June 30, 2011 may not necessarily be indicative of the results to be expected for the year ending December 31, 2011 or any future period.

(2) Summary of Significant Accounting Policies:

(a) Basis of Presentation and Allocation methodologies

The financial statements of MSDH have been derived from the financial statements of Bitstream Inc. utilizing the following methodologies:

The MSDH balance sheet generally reflects the financial position of MSDH as if it had been a separate entity as of June 30, 2011. Only those assets and liabilities that were specifically identifiable to the MSDH business or those assets and liabilities that were used primarily by the MSDH business, such as our leased facilities in the US, have been attributed and included in the balance sheet of MSDH. The MSDH statements of operations reflect revenue directly assigned to the MSDH business. Cost of revenue, research and development, and sales and marketing departments have historically been product specific and thus have been primarily assigned to MSDH based on product line information. Certain general and administrative (“G&A”) items that could be specifically identified and allocated, including amortization of intangibles, were allocated. Other general expenses that could not been specifically identified to a product line were allocated based on the most relevant measure, such as head count and product revenue.

Certain assets that were used by both Bitstream and MSDH were attributed to MSDH as the primary user of the assets. MSDH charges Bitstream a fee, approximating fair value, for the use of these assets. The fee is netted with the expenses of MSDH in the Statement of Operations and was not material for the six months ended June 30, 2011 (Unaudited) or the years ended December 31, 2010 and 2009.

There is significant judgment in determine the allocation of income, expense, and attribution of assets and liabilities. Management believes that the methodologies used in the allocation are reasonable.

(b) Use of Estimates

The accompanying consolidated financial statements reflect the application of certain accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. The preparation of the accompanying consolidated financial statements requires the use of certain estimates by us in determining our assets, liabilities, revenues and expenses. Significant estimates in these financial statements

F-8

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

include MSDH allocation methodologies, revenue recognition, the valuation of acquired intangible assets and goodwill, share-based compensation, income taxes and the valuation of deferred tax assets, and the allowance for doubtful accounts receivable. Actual results may differ from these estimates.

(c) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of MSDH and it’s wholly-owned subsidiary: Bitstream Israel Ltd. (an Israel Corporation). All material intercompany transactions and balances have been eliminated in consolidation. The financial statements represent two product lines of Bitstream, which subsequently (July 2011) were incorporated into MSDH, Inc.

(d) Disclosures about Segments of an Enterprise

We conduct our operations in one business segment with two major product lines: mobile browsing and messaging technology, and automated marketing communication and print production technology.

(e) Revenue Recognition

We derive revenue from the license of our software products, and from consulting and support and maintenance services. Primarily, we recognize revenue when persuasive evidence of an arrangement exists, the product has been delivered or services have been provided, the fee is fixed or determinable, and collection of the fee is probable.

Multiple-element arrangements:

We recognize revenue under multiple-element arrangements using the residual method when vendor-specific objective evidence (“VSOE”) of fair value exists for all of the undelivered elements under the arrangement. Under the residual method, the arrangement consideration is first allocated to undelivered elements based on vendor-specific objective evidence of the fair value for each element and the residual amount is allocated to the delivered elements. Arrangement consideration allocated to undelivered elements is deferred and recognized as revenue when the elements are delivered, if all other revenue recognition criteria are met. We have established sufficient vendor-specific objective evidence for the value of our training and maintenance services, based on the price charged when these elements are sold separately. VSOE of the fair value of maintenance services is supported by substantive renewal rates within customer contracts.

License Revenue:

We receive and recognize licensing fees and royalty revenue from: (1) Original Equipment Manufacturer (“OEM”) customers for page composition technologies; (2) direct and indirect licenses of software publishing applications for the creation, enhancement, management, transport, viewing and printing of electronic information; (3) direct sales of custom design and consulting services to end users such as graphic artists, desktop publishers, corporations and resellers; and (4) sales of publishing applications to foreign customers primarily through distributors and resellers.

We recognize license revenue from the resale of our products through various resellers. Resellers may sell our products in either an electronic format or CD format. Revenue is recognized if collection is probable, upon notification from the reseller that it has sold the product, or for a CD product, upon delivery of the software.

Revenue from end user product sales is recognized upon delivery of the software, net of estimated returns and allowances, and when collection is probable.

F-9

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

Service Revenue:

Professional services include custom design and development, and training. We recognize professional services revenue under software development contracts as services are provided for per diem contracts or by using the percentage-of-completion method of accounting for long-term fixed price contracts. Provisions for any estimated losses on contracts are made in the period in which such losses become probable. There are no amounts accrued at the balance sheet dates presented.

We recognize revenue from support and maintenance agreements ratably over the term of the agreement. Deferred revenue includes unearned software support and maintenance revenue, and advanced billings for unrecognized revenue from contracts.

Cost of revenue from software licenses consists primarily of hosting costs, amortization of intangibles related to the iWay product, and costs to distribute the product, including the cost of the media on which it is delivered. Cost of revenue from services consists primarily of costs associated with customer support, consulting and custom product development services.

We generally warrant that our products will function substantially in accordance with documentation provided to customers for approximately 90 days following initial delivery. We have not incurred any material expenses related to warranty claims.

(f) Research and Development Expenses

We sell products in a market that is subject to rapid technological change, new product development and changing customer needs. For software developed for sale, the time period during which costs could be capitalized from the point of reaching technological feasibility until the time of general product release is very short, and consequently, the amounts that could be capitalized are not material to our financial position or results of operations. The costs to convert already developed technology to software as a service were immaterial and expensed as incurred. Therefore, we have charged all costs related to software development to research and development expense in the period incurred.

(g) Stock-Based Compensation

Under the fair value recognition provisions of the authoritative guidance, stock-based compensation expense is measured at the grant date based on the fair value of the award, net of an estimated forfeiture rate, and is recognized on a straight-line basis over the requisite service period, which are all based on the historical information of Bitstream.

F-10

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(h) Property and Equipment

Property and equipment are stated at historical cost, less accumulated depreciation and amortization. Property and equipment consists of the following:

	June  30, (Unaudited) 2011		December 31,
			2010		2009
Computer Equipment	$	1,837	$	1,766	$	1,664
Purchased software		399		392		378
Furniture and fixtures		557		572		534
Leasehold improvements		161		100		88
		2,954		2,830		2,664
Less—Accumulated depreciation and amortization		2,273		2,196		2,050
Property and equipment, net	$	681	$	634	$	614

Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets as follows:

Asset Classification	Estimated Useful Life
Equipment and computer software	3 Years
Purchased software	3 Years
Furniture and fixtures	5 Years
Leasehold improvements	Estimated useful life, or the lease term, whichever is shorter

The net depreciation expense for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 was $108, $221, and $184, respectively.

During the six months ended June 30, 2011 (Unaudited) and the two years ended December 31, 2010 and 2009; we disposed of $26, $17 and $129, respectively, of property and equipment with accumulated depreciation of $24, $14 and $126, respectively, resulting in a net (loss) gain of $(2), $10 and $(4), respectively.

(i) Foreign Currency Remeasurement and Transactions

The functional currency for our foreign subsidiaries is the U.S. Dollar. For financial reporting purposes, assets and liabilities of subsidiaries outside the United States of America denominated in other currencies are remeasured into U.S. dollars using period-end exchange rates. Revenue and expense accounts are remeasured at the monthly average rates in effect during the periods. The effects of the remeasurement of the balances of our Israel subsidiary and of expenses incurred in India are included as gains (losses) and reported as other income in the statement of operations.

Transaction gains for the six months ended June 30, 2011 and year ended December 31, 2009 were $5 and $8, respectively, and recorded within interest and other income, net in the consolidated statements of operations. There was no transaction gains or losses for the year ended December 31, 2010.

(j) Off-Balance Sheet Risk and Concentration of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. We place a majority of our cash investments in one highly-rated

F-11

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

financial institution. We have not experienced significant losses related to receivables from any individual customers or groups of customers in any specific industry or by geographic area. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by us to be inherent in our accounts receivable. We do not have any off-balance sheet risks as of June 30, 2011 (Unaudited), December 31, 2010 or 2009. At June 30, 2011 (Unaudited), three customers accounted for 32%, 14% and 11% of our accounts receivable. At December 31, 2010, no customer accounted for 10% or more of our accounts receivable. At December 31, 2009, two customers accounted for 12% each of our accounts receivable. For the six months ended June 2011 (Unaudited), one customer accounted for 24% of our revenue. For the years ended December 31, 2010 and 2009, no single customer accounted for 10% or greater of the revenue.

(k) Goodwill and Other Intangible Assets

Goodwill

Goodwill resulted from the acquisition of Alaras Corporation in 1998, as well as the purchase of certain assets from Press-Sense Ltd. on June 3, 2010. Goodwill was $3,297, $3,297 and $498 at June 30, 2011 (Unaudited), December 31, 2010 and 2009, respectively. The only change to goodwill for the six months ended June 30, 2011 (Unaudited) and the years ended December 31, 2010 and 2009 was for the addition of goodwill of $2,799 related to the acquisition of certain assets of Press-Sense in 2010 (Note 5).

Goodwill is not amortized, but is required to be reviewed annually for impairment in the fourth quarter, or more frequently if impairment indicators arise. MSDH has determined that it has one reporting unit for purposes of goodwill assessment and thus goodwill is tested for impairment based upon an enterprise wide valuation. The Separation event was considered a triggering event, and therefore goodwill was also assessed at June 30, 2011. MSDH has not recorded any impairment charges related to goodwill to date.

Other Intangible Assets

The carrying amounts of other intangible assets were $3,271, $3,463 and $63 as of June 30, 2011 (Unaudited), December 31, 2010 and 2009, respectively. Intangible assets acquired in a business combination are recorded under the purchase method of accounting at their estimated fair values at the date of acquisition. MSDH amortizes other intangible assets over their estimated useful lives on a straight-line basis. Marketing-related intangibles have useful lives of four to eight years. Technology-based intangible assets have useful lives of five to twelve years. The weighted average useful life of other intangible assets is 9 years.

We review our long-lived assets (which include finite lived intangible assets and property and equipment) for impairment as events and circumstances indicate the carrying amount of an asset may not be recoverable. We evaluate the realizability of our long-lived assets based on profitability and cash flow expectations for the related asset or subsidiary. We believe that, as of June 30, 2011 (Unaudited), December 31, 2010 and 2009, none of our long-lived assets were impaired.

The components of MSDH’s other intangible assets are as follows:

	June 30, 2011 (Unaudited)
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Marketing-related	$	2,220	$	(217	)	$	2,003
Technology-based		1,778		(510	)		1,268
Total	$	3,998	$	(727	)	$	3,271

F-12

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

	December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Marketing-related	$	2,217	$	(120	)	$	2,097
Technology-based		1,769		(403	)		1,366
Total	$	3,986	$	(523	)	$	3,463

	December 31, 2009
	Gross  Carrying Amount		Accumulated Amortization			Net Carrying Amount
Marketing-related	$	10	$	(5	)	$	5
Technology-based		330		(272	)		58
Total	$	340	$	(277	)	$	63

Amortization expenses for marketing-related intangible assets included in marketing and selling expense were $96 and $112 for the six months ended June 30, 2011 (Unaudited) and year ended December 31, 2010, respectively. Amortization expenses for technology-related intangible assets included as cost of revenue were $94, $110 and $0 for the six months ended June 30, 2011 (Unaudited), years ended December 31, 2010 and 2009, respectively. Amortization expenses for intangible assets included as general and administrative expense for the six months ended June 30, 2011 (Unaudited), the years ended December 31, 2010 and 2009 were $14, $24 and $21, respectively. Estimated amortization as of December 31, 2010 for succeeding years is as follows:

Estimated Amortization Expense:
2011	$	405
2012		398
2013		394
2014		390
2015		383
Thereafter		1,493
Total	$	3,463

(l) Recently Issued Accounting Standards

In June 2011, the Financial Accounting Standards Board issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. This guidance is effective for MSDH on January 1, 2012. Early adoption is permitted. As the new guidance relates only to how comprehensive income is disclosed and does not change the items that must be reported as comprehensive income, adoption will not have an effect on MSDH’s consolidated financial statements.

In September 2011, the Financial Accounting Standards Board issued guidance which simplifies how companies test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in the goodwill accounting standard. The amendments are effective for annual and interim goodwill impairment tests

F-13

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. MSDH does not expect the new guidance to have a material effect on its consolidated financial statements.

(3) Loss Per Share:

MSDH had 5 authorized shares of common stock, par value $0.001 per share at the date of incorporation. On November 10, the Company amended its authorized shares to be 30,500 shares of common stock, par value of $0.01 and 10,000 shares of preferred stock, par value $0.01 per share. MSDH plans to issue shares of MSDH stock on a one for one basis to holders of Bitstream stock.

Basic net loss per share of MSDH is determined by dividing the net loss of MSDH by Bitstream’s historical weighted average number of shares of common stock outstanding during the periods. Diluted earnings per share do not include the effect of common stock equivalents as MSDH has incurred a net loss for the periods presented, and therefore common stock equivalents are considered antidilutive. As a result, there is no difference between MSDH’s basic and diluted loss per share for six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009.

If MSDH had reported a profit for the periods, the potential common shares would have increased the weighted average shares outstanding by 377, 603 and 467 for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009, respectively, based on the weighted average number of common stock equivalents outstanding. Additionally, there were warrants and options outstanding to purchase 499, 511 and 437 shares for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009, respectively, that were not included in the potential common share computations because their exercise prices were greated than the average market price of Bitstream’s common stock. These common stock equivalents are antidilutive even when a profit is reported in the numerator.

(4) Income Taxes:

MSDH’s operating results historically have been included in Bitstream’s consolidated U.S. and state tax returns. The provision for income taxes in MSDH’s financial statements has been determined on a separate-return basis, under which a deferred tax asset or liability is determined based on the difference between the financial statement and the tax basis of assets and liabilities, as measured by enacted tax rates in effect when these differences are expected to reverse.

A reconciliation between the provision for income taxes computed at statutory rates and the amount reflected in the accompanying consolidated statements of operations as a percentage of pre-tax income is as follows:

	Years Ended December 31,
	2010			2009
U.S. Federal statutory rate		34.0	%		34.0	%
State income taxes, net of federal benefit		3.8			8.2
Foreign taxes		—			(1.2	)
Domestic net operating loss carryforwards and change in valuation allowance		(38.2	)		(45.0	)
Federal and state research and development credits		1.7			3.2
Incentive stock option expense		(1.3	)		—
Other		—			(0.4	)
Benefit for income taxes		—	%		(1.2	)%

F-14

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

The provision for income taxes consisted of foreign taxes. In 2011 foreign tax was income tax in Israel. In 2009, the foreign tax was primarily related to India:

	Six Months Ended June 30, 2011 (Unaudited)		Years Ended December 31,
			2010		2009
Current:
Foreign expense		23		—		31

The significant items composing the net deferred tax asset and liabilities are as follows:

	Years Ended December 31,
	2010			2009
Net operating loss carryforwards	$	14,793		$	11,768
Tax credit carryforwards		1,157			1,038
Other temporary differences		310			320
Gross deferred tax asset		16,260			13,126
Valuation allowance		(16,260	)		(13,126	)
Net deferred tax asset	$	—		$	—
Goodwill	$	(41	)	$	—
Net deferred tax liabilities	$	(41	)	$	—

As of December 31, 2010, we have recorded a deferred tax asset of approximately $3,944 related to the benefit of deductions from stock options included in the net operating loss carryforwards (“NOL”) and fully reserved against in the valuation allowance. When and if we realize this asset, this benefit will be recorded as a credit to additional paid-in capital. The following is a summary of foreign income and domestic pretax loss:

	Six Months Ended June 30, 2011 (Unaudited)			Years Ended December 31,
				2010			2009
Foreign income (loss)	$	218		$	30		$	(14	)
Domestic loss		(4,317	)		(7,123	)		(2,641	)
Total pretax loss	$	(4,099	)	$	(7,093	)	$	(2,655	)

At December 31, 2010, MSDH had U.S. federal and state NOL carryforwards of $42,158 and $8,695, respectively, of which the benefit of approximately $11,600 and $1,911 respectively, when realized, will be recorded as a credit to additional paid in capital.

MSDH’s NOL carry-forwards begin to expire in 2020 for federal purposes and in 2011 for state purposes. MSDH also had U.S. federal and state research and development credit (“R&D Credit”) carryforwards of $854 and $304, respectively. These R&D credit carryforwards begin to expire in 2011 for federal purposes and 2016 for state purposes.

In 2008, MSDH experienced a change in ownership as defined by Section 382 of the Internal Revenue Code. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of

F-15

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. MSDH raised capital through their initial issuance of common stock in 1996 which, combined with shareholders’ subsequent disposition of those shares, resulted in a change of control as defined by Section 382. As of December 31, 2010, $11,283 of the limited NOLs have not been utilized. Subsequent ownership changes, as defined in Section 382, could limit the amount of net operating loss carryforwards and research and development credits that can be utilized annually to offset future taxable income.

In June 2006, the FASB issued authoritative guidance clarifying the criteria that an individual tax position must satisfy in order for some or all of the benefits of that position to be recognized in a company’s financial statements. MSDH adopted this guidance on January 1, 2007, the implementation of which did not have a material impact on MSDH’s consolidated financial statements, results of operations or cash flows. At the adoption date of January 1, 2007, and also at December 30, 2009, and December 31, 2010, MSDH had no unrecognized tax benefits. MSDH has not conducted a study of its research and development credit carryforwards. Such a study may result in an adjustment to MSDH’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position under this guidance. A full valuation allowance has been provided against MSDH’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or statement of operations if an adjustment were required.

We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2010, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2006 through 2010 remain open to examination by the major taxing jurisdictions to which we are subject. We have determined that it is more likely than not that the deferred tax assets will not be realized, therefore, a valuation allowance has reduced the net deferred tax assets to zero.

The increase in the valuation allowance for the year ended December 31, 2009 of $1,041 is primarily related to the increase in net operating loss carryforwards. The increase in the valuation allowance for the year ended December 31, 2010 of $3,134 is primarily related to the increase in net operating loss carryforwards.

We have made permanent investments in foreign subsidiary, Bitstream Israel Ltd. Therefore, we do not provide for U.S. income taxes applicable to the undistributed earnings.

(5) Acquisition:

On June 3, 2010, Bitstream completed the acquisition of certain of the assets of Press-Sense Ltd. (“Press-Sense”) pursuant to terms of a Purchase and Sale Agreement dated May 31, 2010 by and among Bitstream, Bitstream Israel Ltd., a wholly-owned subsidiary of MSDH organized under the Laws of the State of Israel and the court appointed Special Manager of Press-Sense Ltd., an Israeli company in temporary liquidation under the supervision of the District Court of Haifa. The purchase price of $6,528, including $28 of VAT, was paid in cash. Assets purchased include all Press-Sense software and know-how and related intellectual property rights (both source code and object code), certain fixed and tangible assets, and all trademarks, transferable licenses and customer data. No liabilities were acquired in the transaction.

The results of operations of the Press-Sense assets have been included in the consolidated financial statements of MSDH since June 3, 2010. MSDH recorded revenue of $305 related to Press-sense for the period from June 3, 2010, the acquisition date, through December 31, 2010.

F-16

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

The acquisition was accounted for using the purchase method of accounting in accordance with appropriate standards. The following table summarizes the allocation of the purchase price of $6,528:

Total consideration—cash paid	$	6,528
Allocation of the purchase consideration
VAT tax receivable	$	28
Accounts receivable		11
Fixed assets		80
Identifiable intangible assets		3,610
Goodwill		2,799
Total assets acquired	$	6,528

Goodwill was recognized for the excess purchase price over the fair value of the assets acquired. Goodwill is primarily attributable to the expected growth from synergies related to the integration of Press-Sense assets acquired with the Pageflex automated marketing communication and print production software. Goodwill from the acquisition of Press-Sense Ltd. assets is included within MSDH’s one reporting unit and is included in MSDH’s enterprise-level annual review for impairment. Goodwill is deductible for tax purposes.

The following table reflects the fair value of the acquired identifiable intangible assets and related estimates of useful lives:

	Fair Value		Useful life (Years)
Developed product technology	$	1,410		7.5
Customer relationships		2,200		11.5
Total	$	3,610

The following table presents the pro forma results of the historical consolidated statements of operations of MSDH and Press-Sense Ltd. For the years ended December 31, 2010 and 2009, giving effect to the merger as if it occurred on January 1, 2009:

	Year Ended December 31,
	2010			2009
Pro forma revenue	$	8,461		$	15,116
Pro forma net loss	$	(8,606	)	$	(5,919	)
Pro forma loss per share:
Basic	$	(0.90	)	$	(0.62	)
Pro forma shares outstanding (historical Bitstream):
Basic and Diluted		9,563			9,530

The pro forma net loss and loss per share for each period presented primarily includes adjustments for revenue, amortization of intangibles, depreciation, interest income, and income taxes. This pro forma information does not purport to indicate the results that would have actually been obtained had the acquisition been completed on the assumed date, or which may be realized in the future.

F-17

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(6) Fair Value Measurements:

The fair value measurement rules establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Under authoritative guidance fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

This guidance describes three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company holds a certificate of deposit of which $135 was classified as other long term assets on the balance sheet as of June 30, 2011 (Unaudited), December 31, 2010 and 2009, respectively, relating to the Marlborough, MA office lease. Certificates of Deposit are carried at cost which approximates fair value and are classified within Level 2 of the fair value hierarchy.

(7) Commitments and Contingencies:

Lease commitments of MSDH

We conduct our operations in leased facilities. In June 2009, we entered into a ten-year lease agreement for 27 thousand square feet of office space with the right of first refusal on an additional 4 thousand square feet in a building located in Marlborough, Massachusetts. This lease agreement commenced September 1, 2009 and obligates us to make minimum lease payments plus our pro-rata share of future real estate tax increases and certain operating expense increases above the base year. The lease payments began after three (3) free months of rent and increase approximately 2% per annum. The total commitment under the lease is approximately $5,390, net of a tenant allowance of $411. We record rent expense on a straight-line basis, taking into consideration the free rent period, the tenant allowance received at the outset of the lease, and annual incremental increases to the lease payments. Our current lease agreement also required us to obtain a Letter of Credit in the amount of $136 to be in place through October 31, 2019, which we collateralized with a certificate of deposit classified as a long-term restricted asset on our Balance Sheet.

In January 2011 Bitstream Israel Ltd., a wholly-owned subsidiary of MSDH, entered into a thirty-six (36) month lease agreement in Caesarea, Israel. This lease agreement commences April 15, 2011 and obligates us to make semi-annual payments including service taxes. Our total financial commitment during the thirty-six (36) month lease period is approximately $384 U.S. dollars. This lease agreement also required us to obtain a bank guarantee in the amount of approximately $56 U.S. dollars to be in place through May 14, 2014. The bank guarantee is classified as a long-term restricted asset on our Balance Sheet.

F-18

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

The future minimum annual lease payments under our leased facilities and equipment as of December 31, 2010, excluding any rent income of MSDH, and including the Israel lease signed in January 2011, are as follows:

Operating leases:
2011	$	641
2012		657
2013		671
2014		556
2015		570
Thereafter		2,182
Total	$	5,277

The net rent expense charged to operations for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010, and 2009 was approximately $255, $440, and $391, respectively.

Royalties

We have certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is primarily based on a dollar amount per unit shipped or a percentage of the underlying revenue. Royalty expense, which was recorded under our cost of software license revenue on our consolidated Statement of Operations, was approximately $46, $95, and $110, for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009, respectively.

Guarantees

We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners or customers, in connection with any U.S. patent, or any copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual after execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated liquidity of these agreements is minimal.

Legal Actions

From time to time we are subject to legal proceedings and claims in the ordinary course of business, including claims of commercial, employment and other matters. In accordance with generally accepted accounting principles, we make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. This provision is reviewed at least quarterly. As of the balance sheet date presented, no liability was recorded. Litigation is inherently unpredictable and it is possible that our financial position, cash flows, or results of operations could be materially affected in any particular period by the resolution of any such contingencies or the costs involved in seeking the resolution of any such contingencies.

(8) Stock-based Compensation Plans and Stock-based Compensation Expense:

(a) General

The stock option plan activities disclosed represent options granted to employees specifically assigned to MSDH, excluding those held by executives or other general shared personnel under the Bitstream Inc. stock option plans.

F-19

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

We account for stock-based compensation in accordance with authoritative guidance. Under the fair value recognition provisions of this guidance, stock-based compensation expense is measured at the grant date based on the fair value of the award, net of an estimated forfeiture rate, and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.

Historically, Bitstream granted options and restricted stock from its 2006 Bitstream Incentive Compensation Plan and 2000 Stock Incentive Plan (collectively, the “Bitstream Plans”). The Plans authorized grants of restricted stock, warrants, incentive stock options and nonqualified stock options to purchase shares of Bitstream Inc. Class A Common Stock. Options granted under these Plans are exercisable at such price as shall be determined by Bitstream’s Board of Directors at the time of grant which, in the case of incentive stock options, shall be no less than the fair market value of the shares on the date of grant and expire no later than 10 years from the date of grant. Non-qualified options and warrants are generally granted at fair market value and expire no later than 10 years from the date of grant. All options granted vest in equal installments on the first, second, third, and fourth year anniversaries over a four year period of continuous employee service.

Effective as of the Distribution Date, each outstanding option to purchase a share of Bitstream common stock (the “Bitstream Options”) shall be divided into (i) one option to purchase a share of Bitstream common stock (each an “Adjusted Bitstream Option”) and (ii) one option to purchase a share of MSDH common stock (each an “Adjusted MSDH Option”). Each Adjusted Bitstream Option shall continue to have, and be subject to, the same terms and conditions set forth in the applicable equity compensation plan of Bitstream and as provided in the respective option agreements governing such Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted Bitstream Option shall be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the total consideration in the Bitstream Merger and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH. Each Adjusted MSDH Option shall be issued under the MSDH Incentive Compensation Plan, to be established by MSDH immediately prior to the Distribution Date, but shall otherwise be subject to the same terms and conditions of the Bitstream Option as of the Distribution Date, except that the exercise price of such Adjusted MSDH Option shall be adjusted to the product of the original exercise price of such Bitstream Option multiplied by a fraction the numerator of which is the estimated enterprise value of MSDH and the denominator of which is the sum of the total consideration in the Bitstream Merger and the estimated enterprise value of MSDH.

Each Adjusted Bitstream Option with an adjusted exercise price that is less than the per share merger consideration in the Bitstream Merger shall, on the effective date of the Bitstream Merger, be converted into the right to receive an amount in cash equal to the difference between the per share merger consideration and the adjusted exercise price of such Adjusted Bitstream Option upon completion of the Bitstream Merger as provided in the Merger Agreement. Each Adjusted Bitstream Option with an exercise price equal to or greater than the per share merger consideration in the Bitstream Merger shall be cancelled on the effective date of the Bitstream Merger.

F-20

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(b) Stock-based Compensation Expense

We currently estimate the fair value of Bitstream stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and our expected annual dividend yield, which are all based on the historical information of Bitstream. The expected term of options granted was estimated by calculating the average term from our historical stock option exercise experience. Estimated volatility of our common stock was based on Bitsteam’s historical volatility. The risk-free interest rate used in the option pricing model are based on zero-coupon yields implied from U.S. Treasury issues with remaining terms similar to the expected term of the options. Bitstream did not anticipate paying any cash dividends in the foreseeable future and therefore the expected dividend yield was zero in the option valuation model. We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data for Bitstream was used to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards. These amounts, and the amounts applicable to future quarters, are also subject to future quarterly adjustments based upon a variety of factors, which include but are not limited to, the issuance of new options. No options were granted during six months ended June 30, 2011 (Unaudited). The following table summarizes the assumptions we utilized for grants of options in the years ended December 31, 2010 and 2009:

	Years Ended December 31,
	2010			2009
Risk-free interest rates		2.0	%		2.8	%
Expected dividend yield		None			None
Expected term		6.6 Years			6.07 Years
Expected volatility		65.0	%		73.7	%

All restricted stock awarded prior to January 1, 2010 vest in equal installments on the first, second, third, fourth and fifth year anniversaries over a five year period of continuous employee service. All restricted stock awarded subsequent to January 1, 2010 vest in 20 equal quarterly installments on each quarterly anniversary from date of award over a five year period. Restricted stock awards were valued using the market price of Bitstream’s stock on the day of grant.

F-21

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

Our results for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 include $222, $554 and $476, respectively, of stock-based compensation within the applicable expense classification where we report the option holders’ compensation cost. The expense includes stock option expense for options granted to those employees specifically assigned to MSDH as well as an allocation of the stock option expense for options granted to executives and other general shared personnel. The following table presents stock-based compensation expense included in our consolidated statement of operations by category:

	Six Months Ended June 30, (Unaudited) 2011		Years Ended December 31,
			2010		2009
Cost of revenue- software licenses	$	—	$	2	$	2
Cost of revenue- services		10		24		37
Marketing and selling		16		19		32
Research and development		113		236		219
General and administrative		83		273		186
Share-based compensation expense	$	222	$	554	$	476

(c) Stock-based Compensation Plans

Stock Options:

Stock option activities under the Bitstream, Inc. stock option plans for the employees specifically assigned to MSDH, excluding those held by Executives or other general shared personnel for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 are as follows:

				Weighted Average
	Number of Options			Exercise Price		Remaining Contractual Term (In years)		Grant Date Fair Value
Outstanding, December 31, 2008		390		$	4.57		6.32	$	3.51
Exercised		(11	)		3.84				3.05
Canceled		(3	)		7.97				5.79
Forfeited		(4	)		5.16				5.79
Granted		30			5.39				3.59
Outstanding, December 31, 2009		402		$	4.62		5.63	$	3.51
Exercised		(61	)		2.51				2.24
Canceled		(10	)		4.80				3.48
Forfeited		(7	)		5.90				4.31
Granted		63			7.03				4.34
Outstanding, December 31, 2010		387		$	5.31		5.97	$	3.83
Exercisable, December 31, 2010		286		$	4.86		4.91	$	3.68
Canceled		(4	)		7.39				5.39
Forfeited		(3	)		5.98				4.38
Outstanding, June 30, 2011 (Unaudited)		380		$	5.29		5.46	$	3.81
Exercisable, June 30, 2011 (Unaudited)		279		$	4.87		4.33	$	3.69

F-22

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

The number and weighted average grant date fair value of options not vested at June 30, 2011 (Unaudited), December 31, 2010 and 2009 were 101, 101 and 125, respectively, and $4.13, $4.25 and $4.33, respectively. The number and weighted average grant date fair value of options vested during the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 was 22 and $5.11, 57 and $4.42, and 54 and $4.54, respectively.

The total non-cash compensation cost before forfeiture assumptions not yet recognized as of June 30, 2011 (Unaudited) related to non-vested awards was $ 466 which will be recognized over a weighted-average period of 1.6 years. The weighted average remaining contractual life for options exercisable at June 30, 2011 (Unaudited) is 4.3 years.

The aggregate intrinsic values exclude options having a negative aggregate intrinsic value due to awards with exercise prices greater than the market value of Bitstream common stock. The aggregate intrinsic value of outstanding options and restricted stock as of June 30, 2011 (Unaudited) was $438 of which $316 related to exercisable options. The intrinsic value of options exercised in the years ended December 31, 2010 and 2009 were $236 and $68, respectively. The intrinsic value of restricted share awards that vested due to length of service requirements being met in the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 were $29, $45, and $18, respectively. The intrinsic value of options that vested during the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 was $5, $69, and $287, respectively. The intrinsic value is the difference between the market value of the shares based on the price of Bitstream common stock and the exercise price of the award as of the measurement date.

Weighted average grant date fair value of options and restricted stock exercised during the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 was $ 7.10, $2.66, and $4.18, respectively. Weighted average grant date fair value of options and restricted stock granted during the years ended December 31, 2010 and 2009 was $4.70 and $4.04, respectively.

Restricted Stock

Restricted stock activities under the Plan for the employees specifically assigned to MSDH, excluding those held by Executives and other general shared personnel for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 are as follows (in thousands):

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested, December 31, 2008		18		$	7.03
Vested due to length of service requirement being met		(4	)		7.14
Granted		10			5.39
Nonvested, December 31, 2009		24		$	6.33
Vested due to length of service requirement being met		(7	)		6.58
Granted		10			6.95
Nonvested, December 31, 2010		27		$	6.49
Vested due to length of service requirement being met		(5	)		7.10
Nonvested, June 30, 2011 (Unaudited)		22		$	6.36

F-23

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

At June 30, 2011 (Unaudited), there were 22 shares of unvested restricted stock outstanding with a weighted average intrinsic value of $118 and a weighted average grant date fair value of $6.36 per share or $143.

No restricted stock was cancelled or forfeited during six months ended June 30, 2011 (Unaudited) or years ended December 31, 2010 and 2009.

(9) Employee Benefit Plan:

The employees of MSDH participate in the Bitstream employee benefit plan under Section 401(k) of the Internal Revenue Code. The Bitstream plan allows employees to make contributions up to a specified percentage of their compensation. Under the plan, Bitstream was allowed, but not obligated to, match a portion of the employee’s contribution up to a defined maximum. MSDH recorded $67, $120, and $126, for the six months ended 2011 (Unaudited) and years ended December 31, 2010 and 2009, respectively, for matching contributions made on behalf of those employees specifically assigned to MSDH as well as an allocation for executives and other shared general and administrative employees.

(10) Geographical Reporting:

We attribute revenues to different geographical areas on the basis of the location of the customer. All of our product sales for the six months ended June 30, 2011 (Unaudited) and years ended December 31, 2010 and 2009 were shipped from our headquarters located in the United States. Revenues by geographic area are as follows:

	Six Months Ended June 30, (Unaudited) 2011		Years Ended December 31,
			2010		2009
*Revenue:
United States	$	3,441	$	4,903	$	5,458
United Kingdom (UK)		188		363		543
Europe, excluding UK		451		574		643
Other (includes Canada)		237		484		470
Other ( Countries less than 5% individually, by Region)
Asia		28		10		94
Total revenue	$	4,345	$	6,334	$	7,208
Total foreign revenue	$	904	$	1,431	$	1,750

* If revenue attributable to a specific country is greater than 5% in any period, revenue attributable to that country is disclosed for all periods.

Long-lived tangible assets, net of accumulated depreciation and amortization, by geographic area are as follows:

	June 30, 2011 (Unaudited)		December 31, 2010		December 31, 2009
United States	$	567	$	591	$	614
Israel		114		43		—
Total	$	681	$	634	$	614

F-24

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(11) Valuation and qualifying accounts:

Allowance for bad debts:	Balance at Beginning of Year		Provision (Benefit) Recorded  in Statement of Operations			Accounts Recovered (Written Off)			Balance at End of Year
June 30, 2011 (Unaudited)	$	12	$	11		$	13		$	36
December 31,2010	$	157	$	(8	)	$	(137	)	$	12
December 31,2009	$	15	$	138		$	4		$	157

F-25

10,665,025 Shares

Common Stock

The date of this prospectus is                     , 2011

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale of common stock being registered. All amounts are estimated except the SEC registration fee.

SEC registration fee	$	1,547
Professional fees, including legal and accounting fees and expenses		2,000,000
Printing expenses		50,000
Transfer agent and registrar fees and expenses		20,000
Miscellaneous		15,000
Total	$	2,086,547

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation and amended and by-laws include provisions to (i) eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by Section 102(b)(7) of the DGCL and (ii) permits us to indemnify our directors and officers to the fullest extent permitted by Section 145 of the DGCL, including circumstances in which indemnification is otherwise discretionary. Pursuant to Section 145 of the DGCL, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate the directors’ duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under DGCL. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the registrant, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the registrant or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director’s duty to the registrant or its stockholders when the director was aware or should have been aware of a risk of serious injury to the registrant or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an

II-1

abdication of the director’s duty to the registrant or its stockholders, for improper transactions between the director and the registrant and for improper distributions to stockholders and loans to directors and officers. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We have entered into indemnification agreements with our directors and officers. The indemnification agreements will provide indemnification to our directors and officers under certain circumstances for acts or omissions which may not be covered by directors’ and officers’ liability insurance, and may, in some cases, be broader than the specific indemnification provisions contained under Delaware law.

At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is being sought nor are we aware of any threatened litigation that may result in claims for indemnification by any officer or director.

We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

The foregoing statements are subject to the detailed provisions of the DGCL, our certificate of incorporation and our by-laws.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT NO.	DESCRIPTION
2.1*	Agreement and Plan of Merger by and between Bitstream Inc., Monotype Imaging Holdings Inc. and Bitstream Acquisition Corp. dated November 10, 2011.
3.1*	Certificate of Incorporation of Marlborough Software Development Holdings Inc. (the “Company”), as amended.
3.2*	By-laws of the Company.
4.1*	Specimen common stock certificate of the Company.
5.1+	Opinion of Seyfarth Shaw LLP.
10.1*	Contribution Agreement by and between Bitstream Inc. and the Company dated November 10, 2011.
10.2+	Intellectual Property Assignment and License Agreement by and between Bitstream Inc. and the Company.
10.3+	Intellectual Property Assignment and License Agreement by and between Bitstream Inc. and the Company.
10.4*	Distribution Agreement by and between Bitstream Inc. and the Company.
10.5+	Tax Indemnity Agreement by and between Bitstream Inc. and Monotype.

II-2

EXHIBIT NO.	DESCRIPTION
10.6+	Transition Services Agreement by and between Bitstream Inc. and the Company.
10.7+	Marlborough Software Development Holdings Inc. Incentive Compensation Plan.
10.8*	Lease between Normandy Nickerson Road, LLC. and Bitstream Inc. date June 22, 2009.
10.9*	Sale and Purchase Agreement (“SPA”) between Press-Sense Ltd. (in Temporary liquidation), a company incorporated under the laws of the State of Israel, through its special managers, Paz Rimer, Adv. and/or Assaf Alon, Adv. , with offices at 11 Galgalei Haplada st. Hertzliya and/or Hads 5, Or Akiva, Israel, and Bitstream Inc.
10.10*	Lease between Paz-Gal Transport for Industry Ltd. and Bitstream Israel Ltd. dated January 23, 2011.
21.1*	Subsidiaries of the Company.
23.1*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2*	Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global
23.3*	Consent of Seyfarth Shaw LLP
99.1*	Audited carve-out financial statements of Press-Sense Ltd.
99.2*	Unaudited pro forma combined financial statements.

* filed herewith

+ to be filed by amendment

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned in Marlborough, MA, on the 10th day of November, 2011.

Marlborough Software Development Holdings Inc.
By:	/s/ James Dore
	James Dore
	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature to this Registration Statement appears below hereby constitutes and appoints James Dore and Jonathan Kagan, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and any and all instruments or documents filed as part of or in connection with any of such amendments or registration statements, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

Name	Position	Date
/s/ Pinhas Romik (Pinhas Romik)	President and Chief Executive Officer and Director (Principal Executive Officer)	November 10, 2011
/s/ James Dore (James Dore)	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 10, 2011
/s/ Raul K. Martynek (Raul K. Martynek)	Chairman of the Board, Director	November 10, 2011
/s/ Amos Kaminski (Amos Kaminski)	Director	November 10, 2011
/s/ Jonathan H. Kagan (Jonathan H. Kagan)	Director	November 10, 2011
/s/ Melvin L. Keating (Melvin L. Keating)	Director	November 10, 2011

II-4

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
2.1*	Agreement and Plan of Merger by and between Bitstream Inc., Monotype Imaging Holdings Inc. and Bitstream Acquisition Corp. dated November 10, 2011.
3.1*	Certificate of Incorporation of Marlborough Software Development Holdings Inc. (the “Company”), as amended.
3.2*	By-laws of the Company.
4.1*	Specimen common stock certificate of the Company.
5.1+	Opinion of Seyfarth Shaw LLP.
10.1*	Contribution Agreement by and between Bitstream Inc. and the Company dated November 10, 2011.
10.2+	Intellectual Property Assignment and License Agreement by and between Bitstream Inc. and the Company.
10.3+	Intellectual Property Assignment and License Agreement by and between Bitstream Inc. and the Company.
10.4*	Distribution Agreement by and between Bitstream Inc. and the Company.
10.5+	Tax Indemnity Agreement by and between Bitstream Inc. and Monotype.
10.6+	Transition Services Agreement by and between Bitstream Inc. and the Company.
10.7+	Marlborough Software Development Holdings Inc. Incentive Compensation Plan.
10.8*	Lease between Normandy Nickerson Road, LLC. and Bitstream Inc. date June 22, 2009.
10.9*	Sale and Purchase Agreement (“SPA”) between Press-Sense Ltd. (in Temporary liquidation), a company incorporated under the laws of the State of Israel, through its special managers, Paz Rimer, Adv. and/or Assaf Alon, Adv. , with offices at 11 Galgalei Haplada st. Hertzliya and/or Hads 5, Or Akiva, Israel, and Bitstream Inc.
10.10*	Lease between Paz-Gal Transport for Industry Ltd. and Bitstream Israel Ltd. dated January 23, 2011.
21.1*	Subsidiaries of the Company.
23.1*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2*	Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global
23.3*	Consent of Seyfarth Shaw LLP
99.1*	Audited carve-out financial statements of Press-Sense Ltd.
99.2*	Unaudited pro forma combined financial statements.

* filed herewith

+ to be filed by amendment

EX-2.1

Exhibit 2.1

EXECUTION COPY

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

i

	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.	Finders’ 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.	Finders’ 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

ii

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

iv

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 Parent’s and Merger Subsidiary’s 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 Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

2

“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 Company’s 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 Company’s 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.

3

“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.

4

“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,

5

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 Parent’s outside counsel, or (ii) included in the Bitstream Inc. “Project Garamond” data site powered by IntraLinks, Inc. to which Parent and Parent’s 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.

6

“Net Asset Value” means (i) the Company’s 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 Company’s 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.

7

“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

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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 Company’s 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 Company’s 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 Company’s internal business purposes, including accounting software, human resources software, customer relationship management software and similar software.

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“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)
Company’s 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
Company’s 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)

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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)
Parent’s Objection	2.03(e)
Parent’s 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,

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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.

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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 Company’s calculation of the Merger Consideration as of the last day of the immediately preceding month (the “Company’s Merger Consideration Calculations”). The Company shall permit Parent and its Representatives at all reasonable times and upon reasonable notice to review the Company’s working papers relating to the Company’s Merger Consideration Calculation as well as all of the Company’s accounting books and records relating to such calculation, and the Company shall make reasonably available its Representatives responsible for the preparation of the Company’s Merger Consideration Calculations in order to respond to the reasonable inquiries of Parent. Within ten (10) Business Days after Parent’s receipt of the Company’s Merger Consideration Calculations, Parent may object, in good faith, to the Company’s Merger Consideration Calculations by giving written notice to the Company setting forth the basis for Parent’s dispute regarding some or all of the calculations set forth in the Company’s Merger Consideration Calculations (the “Parent’s Objection”). If Parent does not object to all or any portion of the Company’s 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 Company’s Merger Consideration Calculations.

(f) If Parent sends the Parent’s 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

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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 Company’s Merger Consideration Calculations and the Parent’s 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 Parent’s Objection or greater than the Merger Consideration set forth in the Company’s 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 Firm’s 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 parties’ 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 holder’s 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 “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of

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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

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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 holder’s 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 holder’s 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.

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(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 holder’s rights with respect to such Company Compensatory Award.

(c) Subject to Parent’s 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.

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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.

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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 Company’s 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

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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 Company’s 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 creditors’ 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 Company’s 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,

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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 Company’s 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

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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

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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 Company’s 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”).

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(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 Company’s 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

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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 Company’s 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 Company’s assets that would materially affect the Company’s financial statements would be detected or prevented in a timely manner. There were no significant deficiencies or material weaknesses identified in management’s 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 Company’s “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 Company’s 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 Company’s 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 Company’s 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 Company’s code of ethics by any such persons.

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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;

(c) liabilities or obligations incurred directly as a result of this Agreement; and

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(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.

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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;

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(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 Company’s or any of the Limited Company Subsidiaries’ 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) days’ 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

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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 Parent’s Subsidiaries, or to any increased, guaranteed, accelerated or additional rights or

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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 creditors’ 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

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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;

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(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

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(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, workers’ 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

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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.

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(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

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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.

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(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 Subsidiaries’ 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

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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)

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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 customer’s internal business purposes.

(l) Except as set forth on Section 4.20(l) of the Company Disclosure Schedule, none of the Company’s or any of its Subsidiaries’ 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

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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,

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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

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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. Finders’ 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, broker’s, finder’s 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 Company’s 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

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“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 creditors’ 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

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expected to prevent, materially delay or materially impair Parent’s 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 Parent’s or Merger Subsidiary’s 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 Parent’s or Merger Subsidiary’s 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. Finders’ 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, broker’s, finder’s or similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement.

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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 Company’s certificate of incorporation, bylaws or other comparable charter or organizational documents of the Company’s Subsidiaries (whether by merger, consolidation or otherwise);

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(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 award’s 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 award’s 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;

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(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 Company’s 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;

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(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

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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 Company’s 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 Company’s 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 Parent’s prior written consent.

(b) Except to the extent expressly permitted by Section 6.03(d): (i) the Company Board shall unanimously recommend that the Company’s 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

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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 Company’s proposed response to such comments, (iii) include in the Company’s 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

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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

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Acquisition Proposal. The Company shall promptly provide Parent with any non-public information concerning the Company’s 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

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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

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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 Parent’s 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 Company’s 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

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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 officer’s and director’s liability insurance tail policy, which policy shall provide each Person currently covered by the Company’s directors’ and officers’ 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

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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)

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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

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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.

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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 Parent’s 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 Company’s

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calculation of the Spin-Off Taxes as of such date (the “Company’s Tax Calculations”). The Company shall permit Parent and its Representatives at all reasonable times and upon reasonable notice to review the Company’s working papers relating to the Company’s Tax Calculation, as well as all of the Company’s 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 Parent’s receipt of the Company’s 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 Parent’s dispute regarding some or all of such calculations (the “Parent’s Tax Objection”). If Parent does not object to all or any portion of the Company’s 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 Company’s Tax Calculations.

(b) If Parent sends the Parent’s 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 Company’s Tax Calculations and the Parent’s 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 Parent’s Tax Objection or less than the Spin-Off Taxes set forth in the Company’s 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 Firm’s 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 parties’ 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

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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;

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(c) Parent shall have received the Lease Consent, which shall not have been withdrawn or suspended;

(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 Parent’s 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:

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(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;

(c) by Parent:

(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;

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(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

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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

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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 Company’s 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

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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 Parent’s 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

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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

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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.

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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]

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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

[intentionally omitted, see Exhibit 10.1 to this filing]

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

It is hereby certified that:

1. The current name of the corporation (hereinafter called the “Corporation”) is Marlborough Software Development Holdings Inc.; the Corporation was originally incorporated under the name Marlborough Software Development Holdings Inc., and the date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is July 18, 2011.

2. The provisions of the Certificate of Incorporation of the Corporation are hereby amended and restated into the single instrument which is hereinafter set forth, and which is entitled “Amended and Restated Certificate of Incorporation of Marlborough Software Development Holdings Inc.”

3. Pursuant to Section 241 of the General Corporation Law of the State of Delaware, the Corporation has not received payment for any of it stock and this Amended and Restated Certificate of Incorporation has been adopted in accordance with such Section.

4. This Amended and Restated Certificate of Incorporation is hereby adopted in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware.

5. The Certificate of Incorporation of the Corporation is hereby amended and restated to set forth its entire text as amended and restated as follows:

FIRST	The name of the corporation is Marlborough Software Development Holdings Inc. (the “Corporation”).
SECOND	The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent. The name of its registered agent in the State of Delaware at such address is National Registered Agents, Inc.
THIRD	The purpose of the Corporation is to engage in, carry on and conduct any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
FOURTH	The total number of shares of stock that the Corporation shall have authority to issue is 40,500,000, divided as follows: (a) 30,500,000 shares of Common Stock, par value $.01 per share, and (b) 10,000,000 shares of Preferred Stock, par value $.01 per share.

A. COMMON STOCK

The Common Stock shall have the rights, powers, qualifications, limitations, and the restrictions as provided below:

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

2. Voting Rights. Except as otherwise provided by law or this Certificate of Incorporation, the holders of Common Stock shall have full voting rights and powers, and each share of Common Stock shall be entitled to one vote. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

3. Dividends. The Board of Directors of the Corporation may cause dividends to be paid to holders of shares of Common Stock and such holders shall share and share alike, and without distinction as to class, out of funds then legally available for the payment of dividends subject to any preferential dividend or other rights of any then outstanding Preferred Stock.

4. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the payment or provision for payment of all debts and liabilities of the Corporation and all preferential amounts to which the holders of any then outstanding Preferred Stock may be entitled with respect to the distribution of assets in liquidation, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the Corporation available for distribution.

B. UNDESIGNATED PREFERRED STOCK

1. The shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series of any number of shares, provided that the aggregate number of shares issued and not cancelled of any and all such classes or series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with distinctive serial designations, all as shall hereafter be stated and expressed in the resolutions or resolutions providing for the issue of such shares of Preferred Stock from time to time adopted by the Board of Directors of the Corporation pursuant to authority to do so which is hereby vested in the Board of Directors. Each series of shares of Preferred Stock (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the voluntary or involuntary liquidation, winding up dissolution of, or upon any distribution of the assets of, the Corporation; (e) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or

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classes of shares of the Corporation at such prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such classes or series or of any other classes or series), upon the amendment of this Restated Certificate of Incorporation and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be stated in said resolution or resolutions providing for the issue of such shares of Preferred Stock. Shares of Preferred Stock of any classes or series that have been redeemed (whether through the operation of a sinking fund or otherwise) or that if convertible or exchangeable, have been converted into or exchanged for shares of any other classes or series shall have the status of authorized and unissued shares of Preferred Stock of the same classes or series and may be reissued as a part of the classes or series of which they were originally a part or may be reclassified and reissued as part of a new class or series of shares of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other class or series of shares of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any classes or series of shares of Preferred Stock.

2. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

FIFTH

(a) The number of Directors of the Corporation which shall constitute the whole Board of Directors shall be such as from time to time shall be fixed by or in the manner provided in the By-Laws but in no case shall the number be less than one. Except as may otherwise be required by law, vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum.

(b) All corporate powers of the Corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.

SIXTH

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provision of

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Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SEVENTH

(a) No contract or transaction between the Corporation and one or more of its Directors, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because such Directors or officers are present at or participate in the meeting of the Board of Directors or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if:

(i) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of the disinterested directors, even though the disinterested directors be less than a quorum; or

(ii) The material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote there- on, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(iii) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

In any case described in this Section, any common or interested Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors or any committee which shall authorize any such contract or transaction and may vote thereat to authorize any such contract or transaction. Any Director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a Director of such subsidiary or affiliated corporation.

(b) No person who is or at any time has been a Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as

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a Director, provided that the foregoing provision shall not eliminate or limit the liability of a Director (i) for any breach of such Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which such Director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after adoption of this Article SEVENTH to authorize action by the Corporation further eliminating or limiting the personal liability of directors then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

(c) Any contract, transaction or act of the Corporation or of the Board of Directors which shall be ratified by a majority of a quorum of the stockholders entitled to vote at any annual meeting or at any special meeting called for that purpose shall be as valid and binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify such contract, transaction or act when and if submitted to them shall not be deemed in any way to invalidate the same or to deprive the Corporation, its Directors or officers of their right to proceed with such contract, transaction or act.

(d) Each Director, officer and employee, past or present, of the Corporation, and each person who serves or may have served at the request of the Corporation as a Director, Trustee, officer or employee of another corporation, association, trust or other entity and their respective heirs, administrators and executors, shall be indemnified by the Corporation in accordance with, and to the fullest extent permitted by, the provisions of the General Corporation Law of the State of Delaware as it may from time to time be amended. Each agent of the Corporation and each person who serves or may have served at the request of the Corporation as an agent of another corporation, or as an employee or agent of any partnership, joint venture, trust or other enterprise may, in the discretion of the Board of Directors, be indemnified by the Corporation to the same extent as provided herein with respect to Directors, officers and employees of the Corporation. The provisions of this paragraph (d) shall apply to any member of any Committee appointed by the Board of Directors as fully as though such person shall have been an officer or Director of the Corporation.

(e) The provisions of this Article SEVENTH shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any Director or officer may be entitled, as a matter of law or under any By-Law, agreement, vote of stockholders or otherwise.

EIGHTH

(a) To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), the Corporation shall indemnify

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any person who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”), against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements). Persons who are not Directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board at any time specifies that such persons are entitled to the benefits of this Article EIGHTH.

(b) To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), the Corporation shall, from time to time, upon request reimburse or advance to any Director or officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the Delaware General Corporation Law, such expenses incurred by or on behalf of any Director or officer or other person may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such Director or officer (or other person indemnified hereunder), to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Director, officer or other person is not entitled to be indemnified for such expenses.

(c) The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article EIGHTH shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, this Certificate of Incorporation, the By-laws of the Corporation (the “By-laws”), any agreement, any vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

(d) The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article EIGHTH shall continue as to a person who has ceased to be a Director or officer (or other person indemnified hereunder) and shall inure to the benefit of the executors, administrators, legatees and distributees of such person.

(e) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this

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Article EIGHTH, the By-laws or under Section 145 of the Delaware General Corporation Law or any other provision of law.

(f) The provisions of this Article EIGHTH shall be a contract between the Corporation, on the one hand, and each Director and officer who serves in such capacity at any time while this Article EIGHTH is in effect and any other person indemnified hereunder, on the other hand, pursuant to which the Corporation and each such Director, officer, or other person intend to be legally bound. No repeal or modification of this Article EIGHTH shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

(g) The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article EIGHTH shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or reimbursement or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stock holders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or reimbursement or advancement of expenses, in whole or in part, in any such proceeding.

(h) Any Director or officer of the Corporation serving in any capacity (i) another corporation of which a majority of the shares entitled to vote in the election of its directors is held, directly or indirectly by the Corporation or (ii) any employee benefit plan of the Corporation or any corporation referred to in clause (i) shall be deemed to be doing so at the request of the Corporation.

(i) Any person entitled to be indemnified or to reimbursement or advancement of expenses as a matter of right pursuant to this Article EIGHTH may elect to have the right to indemnification or reimbursement or advancement of expenses interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the applicable Proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time such indemnification or reimbursement or advancement of expenses is sought. Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of expenses is sought; provided, however, that if no such notice is given, the right to indemnification or reimbursement or advancement of expenses shall be determined by the law in effect at the time indemnification or reimbursement or advancement of expenses is sought.

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NINTH

In furtherance and not in limitation of the powers conferred by statute and by law, the Board of Directors is expressly authorized from time to time (after adoption by the undersigned of the original By-laws) to make, amend, alter, change, add to or repeal the By-laws by a vote of a majority of the Directors present at any regular or special meeting of the Board of Directors at which a quorum is present, without any action on the part of the stockholders to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended; provided, however, that any By-laws made, amended or repealed by the Board of Directors may be amended or repealed, and any Bylaws may be made, by the stockholders of the Corporation by vote of a majority of the holders of shares of stock of the Corporation entitled to vote in the election of Directors of the Corporation.

TENTH.

Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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I, the undersigned incorporator of MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC., a corporation of the State of Delaware, hereby certify that the foregoing is a true, correct and complete copy of the Amended and Restated Certificate of Incorporation of said Corporation as at present in force.

IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of this Corporation this 10th day of November, 2011.

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

/s/ James P. Dore
Name:	James P. Dore
Title:	Executive Vice President, Chief Financial Officer, Secretary and Treasurer

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EX-3.2

Exhibit 3.2

BY-LAWS OF MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.

(a Delaware corporation)

ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at National Registered Agents, Inc., 160 Greentree Drive, Suite 101 in the City of Dover, County of Kent.

SECTION 2. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

SECTION 1. Place of Meetings. All meetings of the stockholders of the Corporation for the election of Directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION 2. Annual Meeting. The annual meeting of the stockholders (“Annual Meeting of Stockholders”) shall be held for the election of directors and the transaction of such other business as properly may come before it at such date and time as the Board of Directors may from time to time determine. The Board of Directors may postpone, reschedule or cancel any previously scheduled annual meeting. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be transacted by the stockholders may be made at an Annual Meeting of Stockholders (a) pursuant to the Corporation’s notice with respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice hereinafter provided for in this Section, who is entitled to vote at the meeting and who has complied with the notice procedures hereinafter set forth in this Section. For nominations or other business to be properly brought before an Annual Meeting of Stockholders by a stockholder pursuant to the preceding clause (c) of this Section, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, such business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware and, if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, solicits or participates in the solicitation of proxies in support of such proposal or nominees, the stockholder must have timely indicated its, or such beneficial owner’s, intention to do so as provided in subclause (C)(iii) of this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the corporation to be held in 2012 or (y) in the event that the date of the annual meeting in any other year is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received

not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of such nominees as directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner and (iii) whether either such stockholder or beneficial owner intends to solicit or participate in the solicitation of proxies in favor of such proposal or nominee or nominees. Notwithstanding anything in the fifth sentence of this Section to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. Only persons nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors and only such business shall be conducted at an Annual Meeting of Stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. The chair of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these By-Laws and, if any proposed nomination or business is not in compliance with these By-Laws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded. For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Notwithstanding the foregoing provisions of this Section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section. Nothing in this Section shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 3. Special Meetings. Special meetings of the stockholders, other than those required by statute, may be called at any time by the Chairman of the Board of Directors, if one

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shall have been elected, or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Notice of every special meeting, stating the time, place and purpose, shall be given by mailing, postage prepaid, at least 10 but not more than 60 days before each such meeting, a copy of such notice addressed to each stockholder of the Corporation at his post office address as recorded on the books of the Corporation. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be selected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by the fifth sentence of Section 2 of Article II of these By-Laws shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be selected at such meeting.

SECTION 4. Notice of Meetings; Waiver. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date and place shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally, by mail or pursuant to electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware, except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware, and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his or her address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice by electronic transmission, shall be deemed given at the times provided in the General Corporation Law of the State of Delaware. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting,

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either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6. Quorum; Adjournments. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, provided that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting may adjourn the meeting from time to time whether or not a quorum is present. If, a quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. No notice of the time and place of adjourned meetings need be given to the stockholders of record entitled to vote at the meeting unless the adjournment is for more than thirty days, or, if after adjournment a new record date is set. To the extent permitted by the Delaware General Corporation Law, the stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his or her absence or if one shall not have been elected, the President (or, in his or her absence, another director chosen by a majority of the Directors present), shall act as Chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the Chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

SECTION 8. Order of Business. The order of business at all meetings of the stock holders shall be as determined by the Chairman of the meeting.

SECTION 9. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his or her name on the record of stockholders of the Corporation: (a) on the date fixed pursuant to the provisions of Section 7 of Article V of these By- Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or (b) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

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SECTION 10. Proxies. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his or her attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the Chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his or her proxy, if there be such proxy, and shall state the number of shares voted.

SECTION 11. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the Chairman of the meeting shall, or if inspectors shall not have been appointed, the Chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the Chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. However, no director or candidate for the office of director shall act as an inspector of an election of Directors. Inspectors need not be stockholders.

SECTION 12. Consent of Stockholders in Lieu of Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provisions of the General Corporation Law of the State of Delaware, the meeting, prior notice of such meeting and the vote of the stockholders may be dispensed with and such corporate action may be taken with the written consent of the holders of outstanding stock having not less than the minimum percentage of the total vote required by statute for the proposed corporate action, unless the Certificate of Incorporation or the By-Laws require a greater percentage for such action, in which case the consent shall be that of the holders of such greater percentage; provided, however, that prompt notice is given to all the stockholders who have not consented to the taking of such corporate action without a meeting and by less than unanimous written consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing

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the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of stockholders meetings are recorded, to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2. Number, Qualifications, Election and Term of Office. The number of Directors constituting the initial Board of Directors shall be as determined in the resolutions of the Incorporator of the Corporation electing the Initial Board of Directors. Thereafter, the number of Directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of Directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the Directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his or her successor shall have been elected and qualified, or until his or her death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws.

SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

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SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more Directors of the Corporation (or by one Director of the Corporation in the event that there is only a single Director in office) or by the President.

SECTION 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his or her residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopy or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 8. Quorum and Manner of Acting; Adjournment. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these By-Laws, the act of a majority of the entire Board of Directors shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the Directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the Directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The Directors shall act only as a Board and the individual Directors shall have no power as such.

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SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in his or her absence, another director chosen by a majority of the Directors present) shall act as Chairman of the meeting and preside thereat. The Secretary or, in his or her absence, any person appointed by the Chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION 10. Resignations. Any Director of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation at its principal office or to the Chairman of the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 11. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of Directors or any other cause, may be filled by the vote of a majority of the Directors then in office, though less than a quorum, or by the sole remaining Director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each Director so elected shall hold office until his or her successor shall have been elected and qualified, or until his or her death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws.

SECTION 12. Removal of Directors. Any Director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of Directors.

SECTION 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of Directors for services to the Corporation in any capacity.

SECTION 14. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or

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in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-laws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

SECTION 15. Action by Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

OFFICERS

SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairman of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a Director. No officer need be a stockholder. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, or until he or she shall have resigned or have been removed, as hereinafter provided in these By-Laws.

SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation at its principal office or to the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the Corporation.

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SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors or the stockholders. He shall advise and counsel with the President, and in his or her absence with other executives of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

SECTION 5. The President. The President shall be the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall perform all duties incident to the office of President and chief executive officer and such other duties as may from time to time be assigned to him by the Board of Directors.

SECTION 6. Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in his or her absence or in the event of his or her inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

SECTION 7. Treasurer. The Treasurer shall: (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) deposit all moneys and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board of Directors or pursuant to its direction; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor; (f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and (g) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 8. Secretary. The Secretary shall: (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders; (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

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SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors.

SECTION 10. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time to time may be assigned by the Board of Directors.

SECTION 11. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his or her duties, in such amount and with such surety as the Board of Directors may require.

SECTION 12. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a Director of the Corporation.

ARTICLE V

CAPITAL STOCK

SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 2. Facsimile; Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

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registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

SECTION 7. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part

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of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

SECTION 3. Indemnification in Certain Cases. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific

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case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2 of this Article VI. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

SECTION 6. Rights Not-Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

SECTION 8. Definition of Corporation. For the purposes of this Article VI, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

SECTION 9. Survival of Rights. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII

GENERAL PROVISIONS

SECTION 1. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, property or shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

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SECTION 8. Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

SECTION 9. Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

SECTION 10. Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

SECTION 11. Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VIII

AMENDMENTS

These By-Laws may be amended or repealed or new by-laws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

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EX-4.1

Exhibit 4.1

NUMBER C-0 SHARES Incorporated under the laws of the State of Delaware Marlborough Software Development Holdings Inc. 30,500,000 Shares $0.01 Par Value Common Stock See Reverse for Certain Definitions This is to certify that SPECIMEN is the owner of Fully Paid and Non-Assessable Shares of Common Stock of Marlborough Software Development Holdings Inc. transferable only on the books of the Corporation by the holder thereof in person or by a duly authorized Attorney upon surrender of this Certificate properly endorsed. Mitness, the seal of the Corporation and the signatures of its duly authorized officers. Dated CORPKIT, NEW YORK

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common UNIF GIFT MIN ACT — Custodian TEN ENT — as tenants by the entireties (Cust) (Minor) JT TEN — as joint tenants with right of survivorship under Uniform Gifts to Minors and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list. For value received hereby sell assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the promises Dated In presence of NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

EX-10.1

Exhibit 10.1

Execution Version

CONTRIBUTION AGREEMENT

This Contribution Agreement (“Agreement”), dated as of November 10, 2011, is by and between BITSTREAM INC., a Delaware corporation (“Transferor”), and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC., a Delaware corporation (“Transferee”).

WHEREAS, Transferor and Transferee desire to enter into this Agreement pursuant to which Transferor will convey to Transferee (A) all of the assets and liabilities related to Transferor’s (i) mobile web browsing technologies business (the “Bolt Business”) and (ii) personalized marketing communications and variable publishing technology business (the “Pageflex Business”) and (B) certain other assets used by the Bolt Business and/or the Pageflex Business, on the one hand, and Transferor’s font technology solutions business, on the other hand, on the terms and subject to the conditions set forth in this Agreement (the “Contribution”); and

WHEREAS, Transferor and Transferee intend this transaction to be a tax free exchange pursuant to Section 351 of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Contribution of Assets.

(a) On the terms and subject to the conditions set forth in this Agreement, Transferor hereby contributes, transfers, assigns, conveys and delivers on the date hereof to Transferee, and Transferee does hereby acquire and accept from Transferor, all of Transferor’s right, title and interest in and to the assets, rights and properties of Transferor related solely and exclusively to the Pageflex Business or the Bolt Business, whether tangible or intangible, real, personal or mixed (the “Exclusive Assets”), including such right, title and interest in and to the following:

i. all contracts, leases or subleases of personal property, leases or subleases of real property, licenses, agreements, commitments and all other legally binding arrangements, whether written or oral (“Contracts”), to which Transferor is a party that relate solely and exclusively to the Pageflex Business or the Bolt Business, including, without limitation, the Contracts listed on Schedule

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1(a)(i) hereto and all rights in the trade and service marks and domain names incorporating or based on the names Pageflex or BOLT;

ii. all tangible personal property and interests therein, including machinery, equipment, furniture and furnishings (“Tangible Assets”) of Transferor that relate solely and exclusively to the Pageflex Business or the Bolt Business, including, without limitation, the Tangible Assets listed on Schedule 1(a)(ii);

iii. all accounts receivable of Transferor to the extent arising solely and exclusively out of the Pageflex Business or the Bolt Business and listed on Schedule 1(a)(iii);

iv. all books and records, customers’ and suppliers’ lists, other distribution lists, sales and promotional literature, manuals, customer and supplier correspondence (in all cases, in any form or medium) of Transferor that relate solely and exclusively to the Pageflex Business or the Bolt Business;

v. all rights, claims and credits, including all guarantees, warranties, indemnities and similar rights in favor of Transferor to the extent relating solely and exclusively to any Exclusive Asset or solely to any Assumed Liability (as defined below);

vi. all licenses, permits, authorizations and approvals from any governmental authority of Transferor that relate solely and exclusively to the Pageflex Business or the Bolt Business;

vii. all credits, deferred charges, and prepaid items of Transferor that relate solely and exclusively to the Pageflex Business or the Bolt Business;

viii. all assets reflected on Transferee’s unaudited consolidated balance sheet as of June 30, 2011, minus any assets disposed of after June 30, 2011;

ix. all written off, expensed or fully depreciated assets that would have appeared on Transferee’s balance sheet as of June 30, 2011 if Transferee had not written off, expensed or fully depreciated them;

x. all assets that Transferee exclusively uses with respect to the Pageflex Business or the BOLT Business as of the date of this Agreement but are not reflected in Transferee’s balance sheet as of June 30, 2011 due to mistake or omission;

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xi. except as described above, all intangible property and interests therein (“Intangible Assets”) of Transferor that relate solely and exclusively to the Pageflex Business or the Bolt Business, including, without limitation, the Intangible Assets listed on Schedule 1(a)(viii) hereof;

xii. all goodwill associated with the Exclusive Assets; and

xiii. all of the outstanding equity of Bitstream Israel Ltd. owned by Transferor.

(b) On the terms and subject to the conditions set forth in this Agreement, Transferor hereby contributes, transfers, assigns, conveys and delivers on the date hereof to Transferee, and Transferee does hereby acquire and accept from Transferor, all of Transferor’s right, title and interest in and to the assets, rights and properties of Transferor set forth on Schedule 1(b) (the “Shared Assets” and, together with the Exclusive Assets, the “Transferred Assets”), which assets, rights and properties are used by the Bolt Business and/or the Pageflex Business, on the one hand, and Transferor’s font technology solutions business, on the other hand.

2. Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, Transferee hereby assumes and shall perform, pay and discharge when due the liabilities and obligations of Transferor of whatever kind or nature (whether absolute, accrued, contingent, determined, determinable, disclosed, known or unknown, or otherwise, and including, without limitation, attorneys’ fees) resulting from, relating to or arising out of the following (the “Assumed Liabilities”):

(a) (i) the Transferred Assets, (ii) the Contribution (including, without limitation, claims and liabilities resulting from any failure to obtain third-party consents), and (iii) the Bolt Business or the Pageflex Business;

(b) any and all taxes, assessments and other governmental charges, duties, impositions and liabilities imposed by any governmental entity, together with all interest, penalties and additions imposed with respect to such amounts, attributable or relating to the Contribution and the Spin-Off (as defined in that certain Agreement and Plan of Merger, dated as of the date hereof, among Transferor, Monotype Imaging Holdings Inc., a Delaware corporation (“Parent”), and Birch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Agreement”));

(c) any Company Stock Plan (as defined in the Merger Agreement) and any and all Company Compensatory Awards (as defined in the Merger Agreement) issued and outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), but excluding, in

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each case, the obligation of Buyer (as defined in the Merger Agreement) to pay any Compensatory Award Amount (as defined in the Merger Agreement) pursuant to Section 2.06 of the Merger Agreement;

(d) all liabilities reflected as liabilities on Transferee’s unaudited consolidated balance sheet as of June 30, 2011, minus any liabilities that were discharged after such date of the balance sheet;

(e) all liabilities that are related to or arise out of the Pageflex Business or the BOLT Business, or the operation of any business conducted by Transferee, as of the date of this Agreement but are not reflected in Transferee’s balance sheet as of June 30, 2011 due to mistake or omission; and

(f) the assumption of the foregoing liabilities and obligations.

3. Intellectual Property Assignment and Licensing Agreements. Transferor and Transferee agree to enter into the Intellectual Property Assignment and Licensing Agreement attached hereto as Exhibit A, in conjunction with this Agreement, and any other conveyance documents reasonably requested by Parent, including, without limitation, a bill of sale and other assignment documents (collectively, the “Conveyance Documents”).

4. Consideration. As consideration for the Contribution, Transferee agrees to issue 1,000 shares of its common stock to Transferor.

5. Representations and Warranties of Transferor.

(a) Organization of Transferor. Transferor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b) Authority. Transferor has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Transferor has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferor and (assuming due authorization, execution and delivery by Transferee) shall constitute Transferor’s legal, valid and binding obligation, enforceable against it in accordance with its terms.

(c) Non-contravention. The execution, delivery and performance by Transferor of this Agreement and the consummation by Transferor 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

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or bylaws of Transferor, (ii) contravene, conflict with or result in a violation or breach of any law, or (iii) require any consent or approval under, violate, conflict with, result in a breach of or loss of any benefit under, 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 contracts, agreements or arrangements relating to the Transferred Assets; provided, however, that the foregoing clause (iii) shall not apply to any Disclosed Contracts. “Disclosed Contracts” shall mean the agreements included in the data site labelled “Bitstream, Inc.—Preliminary Due Diligence” powered by SeyfarthConnect in the folders labelled “Bolt Agreements” and “Customer Contracts and Reseller POs – Pageflex” to which Parent’s counsel was provided access by Transferor on or before 11:59 pm (Eastern Time) on November 8, 2011.

(d) No Other Liabilities. Upon consummation of the transactions contemplated by this Agreement, Transferor shall have no liabilities resulting from, relating to or arising out of the Bolt Business or the Pageflex Business.

6. Representations and Warranties of Transferee.

(a) Organization of Transferee. Transferee is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b) Authority. Transferee has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Transferee has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferee and (assuming due authorization, execution and delivery by Transferor) shall constitute Transferee’s legal, valid and binding obligation, enforceable against it in accordance with its terms.

(c) Non-contravention. The execution, delivery and performance by Transferee of this Agreement and the consummation by Transferee 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 Transferee, (ii) contravene, conflict with or result in a violation or breach of any law, or (iii) require any consent or approval under, violate, conflict with, result in a breach of or loss of any benefit under, constitute a change of control or default under, or result in termination or give to others any right of termination, vesting, amendment,

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acceleration or cancellation of any contracts, agreements or arrangements relating to the Transferred Assets; provided, however, that the foregoing clause (iii) shall not apply to any Disclosed Contracts.

7. Indemnification. From and after the closing of the Contribution, Transferee shall indemnify, defend and hold harmless Transferor, its affiliates and their respective successors and assigns from, against and in respect of any damages, losses, claims or liabilities (including but not limited to reasonable attorneys’ fees) relating to or arising out of Transferee’s failure to satisfy any Assumed Liability; provided, however, the foregoing shall not apply to any Assumed Liability to the extent Transferor is indemnified therefor under that certain Tax Indemnity Agreement, dated as of the date hereof, between Transferor and Transferee. Any further transfer or assignment of the Assumed Liabilities shall not affect or otherwise limit the foregoing indemnification obligations which shall remain in full force and effect.

8. Further Assurances; Books and Records. Transferor and Transferee agree to execute any and all documents and instruments of transfer, assignment, assumption or novation and to perform such other acts as may be reasonably necessary or expedient to further the purposes of this Agreement and the transactions contemplated by this Agreement. For a period of at least three years after the Closing Date (as defined in the Merger Agreement), or the later of the applicable statute of limitations for books and records relating to Taxes (as defined in the Merger Agreement), Transferee shall retain the books and records that constitute Transferred Assets. During the three-year period after the Closing Date (as defined in the Merger Agreement), or the later of the applicable statute of limitations for books and records relating to Taxes (as defined in the Merger Agreement), Transferee shall provide Transferor (and its successors and permitted assigns) and its authorized accountants, counsel and other designated representatives, promptly after receipt of a written request, reasonable access during normal business hours to the books and records that Transferee is required to retain pursuant to the terms of this Section 8, subject to appropriate restrictions for privileged or confidential information.

9. Entire Agreement. This Agreement and the Conveyance Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings, representations and warranties and agreements with respect to such subject matter.

10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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11. Third-Party Beneficiaries. Each of Transferor and Transferee expressly acknowledges and agrees that Parent shall be a third party beneficiary of this Agreement and shall be entitled to enforce all obligations of Transferee hereunder as if a party signatory hereto. Except as stated in the prior sentence, this Agreement is for the sole benefit of the parties hereto and their respective successors (including Parent from and after the Effective Time (as defined in the Merger Agreement)) and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

12. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Notices. Notices, offers, requests or other communications required or permitted to be given by either party pursuant to the terms of this Agreement shall be given in writing to the respective parties to the following addresses:

if to Transferor:

(if prior to Effective Time (as defined in the Merger Agreement)):

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

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                           Blake Hornick

Facsimile No.: (617) 790-6730

(if subsequent to the Effective Time (as defined in the Merger Agreement)):

Bitstream Inc.

c/o 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 Transferee:

Marlborough Software Development Holdings 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

or to such other address as the party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance, termination, or renewal shall be sent by hand delivery, recognized overnight courier or, within the United States, may also be sent via certified mail,

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return receipt requested. All other notices may also be sent by fax, confirmed by first class mail. All notices shall be deemed to have been given and received on the earlier of actual delivery or three (3) days from the date of postmark.

15. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Commonwealth of Massachusetts. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the Commonwealth of Massachusetts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BITSTREAM INC.
By	/s/ James Dore
	Name: James Dore Title: Vice President and Chief Financial Officer
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
By:	/s/ James Dore
	Name: James Dore Title: Executive Vice President and Chief Financial Officer

Schedule 1(a)(i)

Contracts

1.	License Agreement by and between Pageflex, a division of Bitstream Inc. and 4imprint dated January 28, 2010.
2.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Accuform Signs dated November 3, 2008.
3.	License Agreement by and between Pageflex Inc. and Advanced Marketing Print & Mail dated March 26, 2004.
4.	License Agreement by and between Pageflex and Advertisers Press, Inc. dated March 12, 2008.
5.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Aero Fulfillment dated October 16, 2008.
6.	License Agreement by and between Pageflex and Affinity Express dated March 24, 2006.
7.	License Agreement by and between Pageflex and Allied Printing Services Inc. dated March 22, 2007.
8.	License Agreement by and between Pageflex and Alphagraphics dated June 30, 2005.
9.	License Agreement by and between Pageflex and Alphagraphics, Inc. dated September 12, 2007.
10.	License Agreement by and between Pageflex and America Print Inc. dated September 12, 2007.
11.	License Agreement by and between Pageflex and American Financial Printing, Inc. dated June 13, 2008.
12.	License Agreement by and between Pageflex and Anderson Brothers dated February 29, 2008.
13.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Archway Marketing Services, Inc. dated December 23, 2008.
14.	License Agreement by and between Pageflex and The Artcraft Company dated September 28, 2007.
15.	License Agreement by and between Pageflex, a division of Bitstream Inc. and As

	Soon As Possible, Inc. dated December 28, 2009.
16.	License Agreement by and between Pageflex and Associated Graphic Services dated February 28, 2007.
17.	License Agreement by and between Pageflex and Automated Graphic Systems, Inc. dated April 29, 2008.
18.	License Agreement by and between Pageflex and Avala Marketing dated February 28, 2007.
19.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Baldwin Press, LLC dated November 14, 2008.
20.	License Agreement by and between Pageflex, Inc. and BFS Business Printers, Inc. dated January     , 2003.
21.	License Agreement by and between Pageflex and Binding Plus Book Builders dated August 21, 2007.
22.	License Agreement by and between Pageflex, Inc. and BiznessOnline.com, Inc. dated February 8, 2001.
23.	License Agreement by and between Pageflex and BGI Holdings Inc. dated December 21, 2006.
24.	License Agreement by and between Pageflex and Bottomline Ink Corporation dated December 11, 2006.
25.	License Agreement by and between Pageflex and Bowne MBC, LLC dated September 25, 2006.
26.	License Agreement by and between Pageflex, a division of Bitstream Inc. and BPI Media Group dated December 31, 2009.
27.	License Agreement by and between Pageflex, Inc. and Brandspring Solutions, LLC dated November 16, 2004.
28.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Capitol Colour Graphics, Inc. dated December 31, 2008.
29.	License Agreement by and between Pageflex and Card Express Printing Inc. dated June 30, 2005.
30.	License Agreement by and between Pageflex and Cardconnection.com dated March 31, 2008.
31.	License Agreement by and between Pageflex, a division of Bitstream Inc. and

	Cathedral Corporation dated October 28, 2009.
32.	License Agreement by and between Pageflex, Inc. and Cerqa, a division of Beacon Printing & Graphics, Inc. dated March 31, 2004.
33.	License Agreement by and between Pageflex and Certica Incorporated dated February 18, 2005.
34.	License Agreement by and between Pageflex, Inc. and CIRQIT.com dated October 5, 2000.
35.	License Agreement by and between Pageflex and Classic Graphics dated December 26, 2007.
36.	License Agreement by and between Pageflex and CMENT dated May 18, 2006.
37.	License Agreement by and between Pageflex and CoActive Marketing Group dated October 26, 2007.
38.	License Agreement by and between Pageflex and Cohber Press, Inc. dated September 30, 2005.
39.	License Agreement by and between Pageflex, Inc. and Collabria, Inc. dated August 16, 2000.
40.	License Agreement by and between Pageflex, a division of Bitstream Inc. and CPC Enterprises, Inc. d/b/a Collegiate Press dated October 28, 2009.
41.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Color World Printers dated May 29, 2009.
42.	License Agreement by and between Pageflex and Comac dated March 14, 2007.
43.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Communicorp, Inc. dated June 12, 2009.
44.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Contac Services dated September 25, 2008.
45.	License Agreement by and between Pageflex and Continental Press dated August 14, 2006.
46.	License Agreement by and between Pageflex and Copy Craft Printers, Inc. dated December 11, 2007.
47.	License Agreement by and between Pageflex, Inc. and Copyco Printing, Inc. dated December 28, 2001.

48.	License Agreement by and between Pageflex and CPM Marketing Group, Inc. dated December 27, 2006.
49.	License Agreement by and between Pageflex and CPM Marketing Group, Inc. dated June 30, 2008.
50.	License Agreement by and between Pageflex, a division of Bitstream Inc. and CPS Printing dated September 3, 2008.
51.	License Agreement by and between Pageflex, Inc. and Crescent Digital Technologies dated November 17, 1999.
52.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Crossmark Graphics Inc. dated June 16, 2010.
53.	License Agreement by and between Pageflex and CTX Mortgage Company LLC dated May 17, 2007.
54.	License Agreement by and between Pageflex and Current USA, Inc. dated December 29, 2004.
55.	License Agreement by and between Pageflex, a division of Bitstream Inc. and D3Synergy dated November 30, 2009.
56.	License Agreement by and between Pageflex and Darwill dated December 12, 2006.
57.	License Agreement by and between Pageflex, Inc. and Data Supplies, Inc. dated January 6, 2004.
58.	License Agreement by and between Pageflex and DataMart Direct Inc. dated March 31, 2006.
59.	License Agreement by and between Pageflex and Digital IMS, Inc. dated June 21, 2007.
60.	License Agreement by and between Pageflex and Direct Group, LLC dated June 29, 2007.
61.	License Agreement by and between Pageflex and Diversified Graphics dated June 30, 2005.
62.	License Agreement by and between Pageflex and DNA Media Solutions dated March 5, 2007.
63.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Documation LLC dated September 25, 2008.

64.	License Agreement by and between Pageflex and Dynamic Printware LLC dated March 30, 2006.
65.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Earth Color, Inc. dated September 30, 2009.
66.	License Agreement by and between Pageflex, Inc. and Eastman Kodak Company dated January 6, 2004.
67.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Edward Enterprises, Inc. dated September 30, 2009.
68.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Elander Beijing Printing Co. Ltd. dated March 31, 2009.
69.	License Agreement by and between Pageflex and Embassy Graphics Ltd. dated June 10, 2005.
70.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Ennis Inc. dated March 31, 2009.
71.	License Agreement by and between Pageflex and Epsilon Data Management, LLC dated November 29, 2007.
72.	License Agreement by and between Pageflex and Estipona Group dated June 11, 2007.
73.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Estudiotino Communicacion dated December 29, 2008.
74.	License Agreement by and between Pageflex, Inc. and Express Copy dated December 31, 2001.
75.	Amended and Restated License Agreement by and between Pageflex and Express Copy Inc. dba expresscopy.com dated March 31, 2005.
76.	License Agreement by and between Pageflex and FB Johnston Graphics dated December 30, 2006.
77.	License Agreement by and between Pageflex, a division of Bitstream Inc. and FGS Inc. dated December 31, 2008.
78.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Flozio, LLC dated March 31, 2009.
79.	License Agreement by and between Pageflex and Fontana Litograph Inc. d/b/a Mosaic dated March 31, 2006.

80.	License Agreement by and between Pageflex and Foster Printing, Inc. dated June 30, 2008.
81.	License Agreement by and between Pageflex, Inc. and Four51 dated December 29, 2000.
82.	License Agreement by and between Pageflex, a division of Bitstream Inc. and FRD Communications dated September 12, 2008.
83.	License Agreement by and between Pageflex, for and behalf of Bitstream Inc. and Fuji Xerox Australia Pty Limited dated December 22, 2008.
84.	License Agreement by and between Pageflex, Inc. and FutureStock dated March 31, 2003.
85.	License Agreement by and between Pageflex, Inc. and GA Wright Marketing dated September 30, 2004.
86.	License Agreement by and between Pageflex, Inc. and Argenbright, Inc. a subsidiary of AHL Services, Inc. doing business as Gage Marketing Services dated September 30, 2004.
87.	License Agreement by and between Pageflex and Gannett Supply Corporation dated May 25, 2007.
88.	License Agreement by and between Pageflex and G-Board LLC dated December 31, 2007.
89.	License Agreement by and between Pageflex and General Mills Services, Inc. dated November 22, 2004.
90.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Rodael Direct, Inc. (dba: Genesis Direct) dated August 8, 2008.
91.	License Agreement by and between Pageflex, Inc. and Glenbard Graphics dated September 29, 2000.
92.	License Agreement by and between Pageflex and Global Soft Digital Solutions, Inc. dated March 31, 2006.
93.	License Agreement by and between Pageflex, a division of Bitstream Inc. and The Graphic Edge dated March 31, 2009.
94.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Graphic Venue Inc. dated September 30, 2009.
95.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Graphic Visual Solutions dated September 23, 2009.

96.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Grapho-Formas dated September 30, 2008.
97.	License Agreement by and between Pageflex and Great Lakes Integrated dated June 18, 2007.
98.	License Agreement by and between Pageflex, a division of Bitstream Inc. and H&W Printing dated September 17, 2008.
99.	License Agreement by and between Pageflex, a division of Bitstream Inc. and The Hamblin Company dated May 27, 2009.
100.	License Agreement by and between Pageflex and Harry’s Printers aka CELGLADE INV. Pty Ltd. dated April 8, 2005.
101.	License Agreement by and between Pageflex and Harry’s Printers aka CELGLADE INV. Pty Ltd. dated August 25, 2005.
102.	License Agreement by and between Pageflex and Hartford Life Inc. dated November 4, 2005.
103.	License Agreement by and between Pageflex and HC Miller Company dated September 25, 2008.
104.	License Agreement by and between Pageflex and Headshot Manager LLC dated December 31, 2004.
105.	License Agreement by and between Pageflex and Health Fitness Corporation dated June 30, 2005.
106.	License Agreement by and between Pageflex and The Helicopter Group dated December 28, 2006.
107.	License Agreement by and between Pageflex, Inc. and Henry Wurst, Inc. dated June 29, 2001.
108.	License Agreement by and between Pageflex, Inc. and Herff Jones, Inc. dated March 30, 2004.
109.	License Agreement by and between Pageflex and Hogue Printing Solutions dated September 28, 2007.
110.	License Agreement by and between Pageflex and House of Doolittle dated December 30, 2007.
111.	License Agreement by and between Pageflex, Inc. and International Center for Entrepreneurial Development Inc. dated December 14, 2004.

112.	License Agreement by and between Pageflex and ImageSet Digital dated December 31, 2006.
113.	License Agreement by and between Pageflex and Imaging Technologies dated November 30, 2005.
114.	License Agreement by and between Pageflex, Inc. and Imec Inc. dated December 18, 2001.
115.	License Agreement by and between Pageflex, Inc. and Impact Communications dated December 20, 1999.
116.	License Agreement by and between Pageflex, Inc. and Impact Marketing Specialists dated September 10, 2003.
117.	License Agreement by and between Pageflex and Impress Graphics dated May 31, 2007.
118.	License Agreement by and between Pageflex and Imtek, LLC dated April 30, 2008.
119.	License Agreement by and between Pageflex and Infinity Direct dated September 30, 2005.
120.	License Agreement by and between Pageflex and Ink-it Digital dated June 30, 2005.
121.	License Agreement by and between Pageflex, a division of Bitstream Inc. and InnerWorkings, Inc. dated January 20, 2009.
122.	License Agreement by and between Pageflex and Integra Printing dated March 31, 2006.
123.	License Agreement by and between Pageflex and Integraphx dated June 28, 2007.
124.	License Agreement by and between Pageflex and Integrity Graphics, Inc. dated June     , 2004.
125.	License Agreement by and between Pageflex, Inc. and INTERACTIVEPRINT.COM dated June 27, 2000.
126.	License Agreement by and between Pageflex, Inc. and Interlign, LLC dated March 31, 2008.
127.	License Agreement by and between Pageflex and James Tower dated December 30, 2005.
128.	License Agreement by and between Pageflex, Inc. and Jensen Graphics &

	Printing, Inc. dated September 29, 2004.
129.	License Agreement by and between Pageflex, Inc. and JG Sullivan Interactive dated April 25, 2000.
130.	License Agreement by and between Pageflex, Inc. and John Henry dated September 12, 2003.
131.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Jonarts Printing dated September 30, 2008.
132.	License Agreement by and between Pageflex and Kelmscott Press, Inc. dated January 15, 2007.
133.	License Agreement by and between Pageflex and Kinetic Web Solutions, LLC dated September 30, 2005.
134.	License Agreement by and between Pageflex and KPEX Digital dated November     , 2006.
135.	License Agreement by and between Pageflex and L&S Graphics dated July 24, 2007.
136.	License Agreement by and between Pageflex, Inc. and Leisure Time Displays, L.L.C. dated October 27, 2000.
137.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Leo Paper Group (China) dated May 25, 2009.
138.	License Agreement by and between Pageflex and Lexinet Corp. dated December 19, 2003.
139.	License Agreement by and between Pageflex, Inc. and Lifetouch National School Studios Inc. dated October 27, 2000.
140.	License Agreement by and between Pageflex and LithoColor Services Limited dated December 1, 2005.
141.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Ad Giants, LLC dated July 15, 2010.
142.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Aldine Inc. dated June 30, 2010.
143.	License Agreement by and between Pageflex, a division of Bitstream Inc. and American Dairy Queen Corporation dated October 29, 2010.
144.	License Agreement by and between Pageflex, a division of Bitstream Inc. and

	B&B Printing dated December 31, 2010.
145.	License Agreement by and between Pageflex and Business Card Express dated January 31, 2007.
146.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Chroma Graphics dated December 23, 2010.
147.	License Agreement by and between Pageflex and Cohber Press, Inc. dated September 30, 2005.
148.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Collette Vacations dated December 30, 2010.
149.	License Agreement by and between Pageflex, a division of Bitstream Inc. and CV Studio dated September 28, 2010.
150.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Cyber Press dated June 25, 2010.
151.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Delzer Lithograph dated March 27, 2009.
152.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Dudak Production, Inc. dated May 10, 2011.
153.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Dynagraf Inc. dated September 20, 2011.
154.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Focus Marketing dated September 30, 2010.
155.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Franke Resupply Systems, Inc. dated November 22, 2010.
156.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Gerard Design dated March 11, 2011.
157.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Glover Printing dated October 22, 2010.
158.	License Agreement by and between Pageflex and GLS Companies dated August 31, 2005.
159.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Independent Printing Company, Inc. dated March 8, 2011.
160.	License Agreement by and between Pageflex, a division of Bitstream Inc. and

	Jackson Media Services Limited dated May 18, 2011.
161.	License Agreement by and between Pageflex, a division of Bitstream Inc. and KP Corporation dated December 30, 2010.
162.	License Agreement by and between Pageflex, Inc. and Lifetouch National School Studios Inc. dated January 28, 2005.
163.	License Agreement by and between Pageflex, Inc. and Lifetouch Publishing, Inc. dated June 3, 2002.
164.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Magna IV dated October 1, 2010.
165.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Metropolitan Community College dated February 28, 2011.
166.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Monarch Graphics dated July     , 2009.
167.	License Agreement by and between Pageflex and National Multiple Listing, Inc. dated February 17, 2006.
168.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Monarch Graphics dated July     , 2009.
169.	License Agreement by and between Pageflex, a division of Bitstream Inc. and OSL Group Inc. dated March 31, 2010.
170.	License Agreement by and between Pageflex, Inc. and Pareto Corp. dated March 31, 2006.
171.	License Agreement by and between Pageflex and Piedmont Graphics dated December 29, 2006.
172.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Premier Press dated April 20, 2011.
173.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Printcomm dated June 30, 2010.
174.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Progressive Impressions International dated December 28, 2004.
175.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Sari Art & Printing Inc. dated September 30, 2010.
176.	License Agreement by and between Pageflex, a division of Bitstream Inc. and

	The Scan Group, Inc. dated December 23, 2010.
177.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Sigler Companies dated March 9, 2010.
178.	License Agreement by and between Pageflex and St. Ives Inc. Cleveland dated September 26, 2007.
179.	License Agreement by and between Pageflex and SugarBush Media Solutions dated May 7, 2007.
180.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Synergy, Inc. dated September     , 2008.
181.	License Agreement by and between Pageflex, a division of Bitstream Inc. and True Art Color Graphics dated March 28, 2011.
182.	License Agreement by and between Pageflex, Inc. and Webb/Mason dated March 29, 2001.
183.	License Agreement by and between Pageflex and Madden Communications, Inc. dated February 5, 2008.
184.	License Agreement by and between Pageflex and Spire, Inc. dated March 2, 2005.
185.	License Agreement by and between Pageflex, Inc. and Superior Business Forms, Inc.. dated November 10, 2005.
186.	License Agreement by and between Pageflex and Accu Copy of Greenville, Incorporated (dba AccuLink) dated September 19, 2005.
187.	License Agreement by and between Pageflex and Advanced Online dated November     , 2005.
188.	License Agreement by and between Pageflex and Ariad Custom Communications dated November     , 2006.
189.	License Agreement by and between Pageflex and BookSurge LLC dated November 13, 2006.
190.	License Agreement by and between Pageflex and Broadridge Output Solutions, Inc. dated March 31, 2008.
191.	License Agreement by and between Pageflex, a division of Bitstream Inc. and CGXSolutions, a wholly owned subsidiary of Consolidated Graphics, Inc. dated December 31, 2002.

192.	License Agreement by and between Pageflex, Inc. and CGX Media dated April 30, 2003.
193.	License Agreement by and between Pageflex and Chubb & Son, a division of Federal Insurance Company dated July 21, 2006.
194.	License Agreement by and between Bitstream Inc. through its division Pageflex and Conversen, Inc. dated December 31, 2008.
195.	License Agreement by and between Pageflex and Electronic Output Solutions dated April 17, 2006.
196.	License Agreement by and between Pageflex, Inc. and Httprint, Inc. dated February 1, 2001.
197.	License Agreement by and between Pageflex and iDonateNow, LLC dated March 25, 2008.
198.	License Agreement by and between Bitstream and the House of Commons (Canada) dated July 1, 2011.
199.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Integrated Merchandising Systems, LLC dated August 24, 2010.
200.	Software License and Service Agreement for Internal Use by and between Pageflex, a division of Bitstream Inc. and SAP AG dated November 23, 2005.
201.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Superior Business Forms, Inc. d/b/a Superior Business Solutions dated May 20, 2011.
202.	License Agreement by and between Pageflex and TGI Direct dated June 30, 2006.
203.	List Agreement by and between Adobe Corporation and Bitstream Inc. dated September 14, 2009.
204.	Adobe PDF Library Single Tier Reproduction and License Agreement by and among Adobe Systems Incorporated, Adobe Systems Benelux, B.V. and Pageflex, Inc. dated April 19, 2000.
205.	Support Agreement by and between Pageflex, a division of Bitstream Inc. and Bader Rutter & Associates, Inc. dated September 30, 2009.
206.	Distribution and Comarketing Agreement between Canon U.S.A. Inc. and Bitstream Inc.
207.	Letter Agreement between Clemson University and Pageflex, a division of

	Bitstream Inc. dated May 22, 2009.
208.	Alliance Agreement by and between ComScript Publishing, Inc. and Pageflex, Inc. dated April 24, 2003.
209.	Letter Agreement by and between ComScript Publishing, Inc. and Pageflex, Inc. dated October 8, 2003.
210.	Reseller Agreement by and between Conversen, Inc. and Pageflex, a division of Bitstream Inc. dated March 17, 2010.
211.	Support Agreement by and between Pageflex and CPM Marketing Group, Inc. dated December 31, 2007.
212.	Distributor Agreement by and between Pageflex Inc. and Creacom Software dated April 15, 2003.
213.	Software License Agreement by and between Deluxe Corporation and Pageflex, a division of Bitstream Inc. dated December 27, 2007.
214.	Development Agreement by and between Pageflex, Inc. and Detonate Design Inc. dated June 30, 2000.
215.	Reseller Agreement by and between Pageflex Inc. and Documedia Solutions Ltd dated October 15, 2002.
216.	Product Loan Agreement by and between Electronics For Imaging, Inc. and Pageflex, Inc. dated October 26, 2001.
217.	Software Development and Licensing Agreement by and between Electronics for Imaging, Inc. and Pageflex, Inc. dated September 29, 2000.
218.	Amended and Restated Pageflex License Agreement by and between Pageflex and Express Copy, Inc. dba expresscopy.com dated March 31, 2005.
219.	Software Development and Licensing Agreement by and between Fidelity Investments Institutional Services Company, Inc. acting through its Fidelity Investments Systems Company division and Pageflex Inc. dated August 10, 1999.
220.	Reseller Agreement by and between Pageflex Inc. and Four51 dated January 10, 2006.
221.	Support Agreement by and between Pageflex, Inc. and Fuel Pty Ltd. dated September 30, 2003.
222.	Hosting Agreement by and between Pageflex, Inc. and MediaExpress establishes the terms under which Media Express will provide hosting and other development services to Pageflex’s customer Goodway Group dated January 7,

	2003
223.	Support Agreement by and between Pageflex, a division of Bitstream Inc. and Greeting Cards Limited, trading as web2print dated June 30, 2011.
224.	Reseller Agreement by and between Pageflex Inc. and IWARE SA dated May 22, 2003.
225.	Distribution Agreement by and between Pageflex, Inc. and Konzept-ix GmbH dated July 1, 2000.
226.	Software License Agreement by and between Pageflex, Inc. and Kraft Foods North America, Inc. dated February 28, 2002.
227.	Software Subscription Agreement by and between Pageflex, a division of Bitstream Inc and CEGE dated May 4, 2011.
228.	Software Subscription Agreement by and between Pageflex, a division of Bitstream Inc and Consolidated Graphics, Inc. dated January 10, 2011.
229.	Software Subscription Agreement by and between Pageflex, a division of Bitstream Inc. and David Dobbs Enterprises, Inc. dba Menu designs dated March 22, 2010.
230.	Distribution Agreement by and between Pageflex, Inc. and Ilte.net dated July 14, 2000.
231.	Software and Services Reseller Agreement by and between Pageflex, a division of Bitstream Inc. and Konzept-iX GmbH dated January 1, 2010.
232.	Letter Agreement for Use of Pageflex’s Mpower Software by and between Pageflex, Inc. and Spire, Inc. dated March 30, 2001.
233.	Software Subscription Agreement by and between Pageflex, a division of Bitstream Inc. and Supra International dated March 7, 2011.
234.	Software Subscription Agreement by and between Pageflex, a division of Bitstream Inc. and Wynit dated January 4, 2011.
235.	Reseller Agreement by and between Pageflex and Mediaflex dated March 30, 2006.
236.	Software and Services Reseller Agreement by and between Pageflex, a division of Bitstream Inc. and Flexmedia dated April 1, 2011.
237.	Distribution Agreement by and between Pageflex, Inc. and New American Platinotype Company, Inc. dated September 29, 2004.

238.	Software and Services Reseller Agreement by and between Pageflex, a division of Bitstream Inc. and ROI Distribution Ltd. dated March 28, 2011.
239.	Software and Services Reseller Agreement by and between Pageflex, a division of Bitstream Inc. and XMedia Publishing Limted dated November 3, 2010.
240.	Professional Services Agreement by and between Press-sense Ltd. and UWS dated May 20, 2007.
241.	Subcontractor Agreement for Office Max Web Portal Support by and between Bitstream, Inc. and Xerox Corporation dated January 21, 2011.
242.	Professional Services Agreement by and between Press-sense Ltd. and Queens Printer dated March 25, 2009.
243.	Professional Services Agreement by and between Press-sense Ltd. and Xerox Poland dated March 4, 2010.
244.	Software and Services Distributor Agreement by and between Pageflex, a division of Bitstream Inc. and Bay Digital dated November 1, 2010.
245.	Software and Services Distributor Agreement by and between Pageflex, a division of Bitstream Inc. and Currie Group Pty Ltd dated January 20, 2011.
246.	Interim Licensing and Distribution Agreement by and between Bitstream Inc. and Hewlett Packard Indigo Ltd. dated September 21, 2010.
247.	Software Maintenance, Support, and Professional Services Agreement by and between Bitstream and Océ Printing Systems GmbH dated November 29, 2010.
248.	Marketing, Development & Software Supply Agreement between Press-sense Ltd. and Xerox Corporation dated May 25, 2006.
249.	Professional Services & Development Agreement by and between Xerox (UK) Limited and Press-sense Ltd. dated October 8, 2009.
250.	Value Added Reseller Agreement between Xerox Corporation and Press-sense dated April 7, 2003.
251.	Software and Services Distributor Agreement by and between Pageflex, a division of Bitstream Inc. and VBS dated December 27, 2010.
252.	Software and Services Distributor Agreement by and between Pageflex, a division of Bitstream Inc. and System Service & Consult dated November 18, 2010.
253.	Software and Services Distributor Agreement by and between Pageflex, a division of Bitstream Inc. and That’s It dated December 3, 2010.

254.	Interim Agreement by and between Xerox Corporation and Bitstream Inc. dated August 24, 2010.
255.	Support Agreement by and between Pageflex, a division of Bitstream Inc. and Quartier Printing dated March 2, 2011.
256.	Support Agreement by and between Pageflex, a division of Bitstream Inc. and Zoom Digital Print Ltd. dated March 8, 2011.
257.	License Agreement by and between Pageflex, Inc. and Wise Business Forms, Inc. dated December 28, 1999.
258.	License Agreement by and between Pageflex, a division of Bitstream Inc. and M4D, LLC dated December 31, 2008.
259.	License Agreement by and between Pageflex and M&T Printing Group dated June 30, 2005.
260.	License Agreement by and between Pageflex, Inc. and Mac Direct dated May 19, 2004.
261.	License Agreement by and between Pageflex and Madden Communications, Inc. dated February 5, 2008.
262.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Magnets USA dated December 31, 2008.
263.	License Agreement by and between Pageflex and Making Everlasting Memories dated October 31, 2007.
264.	License Agreement by and between Pageflex and MarketBridge dated August 15, 2008.
265.	License Agreement by and between Pageflex and Marketing Services By Vectra dated March 4, 2005.
266.	License Agreement by and between Pageflex and Marketing Support Services, Inc. dated June 24, 2005.
267.	License Agreement by and between Pageflex and Marketing Technologies, Inc. dated June 30, 2008.
268.	License Agreement by and between Pageflex and MarketPlace Direct, Inc. dated [April     , 2008].
269.	License Agreement by and between Pageflex, a division of Bitstream Inc. and MARS Advertising Inc. dated September 30, 2009.

270.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Master Products Corporation, d/b/a MasterTag, dated September 3, 2008.
271.	License Agreement by and between Pageflex and McArdle Printing dated May 21, 2007.
272.	Supplemental “Per Ordered Piece” License Agreement by and between Pageflex, Inc. and MediaExpress, Inc. dated September 1, 2003.
273.	License Agreement by and between Pageflex, Inc. and Mediaflex dated March 27, 2000, as amended.
274.	License Agreement by and between Pageflex, Inc. and Mediaflex dated June 11, 2003.
275.	License Agreement by and between Pageflex and Metzgers dated December 22, 2005, as amended.
276.	License Agreement by and between Pageflex and Midwest Trophy dated June 30, 2004.
277.	License Agreement by and between Pageflex and Miller’s Professional Imaging dated September     , 2005.
278.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Mindshape Creative Brand Marketing dated November 25, 2009.
279.	License Agreement by and between Pageflex, Inc. and Mini-Mailers, Inc. dated June 7, 2004, as amended.
280.	License Agreement by and between Pageflex, Inc. and Moore Wallace USA, Inc. dated June 30, 2003, as amended.
281.	License Agreement by and between Pageflex and Mossberg & Company dated December 18, 2006, as amended.
282.	License Agreement by and between Pageflex and Mouse Graphics dated March 31, 2006.
283.	License Agreement by and between Pageflex, a division of Bitstream Inc. and MSP Digital Direct dated December 10, 2009.
284.	License Agreement by and between Pageflex and National Hirschfeld, LLC dated February 24, 2006, as amended.
285.	License Agreement by and between Pageflex and Nationwide Graphics dated May     , 2006.

286.	License Agreement by and between Pageflex and Network Communications Inc. dated September     , 2007.
287.	License Agreement by and between Pageflex, a division of Bitstream Inc. and New York Commercial Press dated November 30, 2008.
288.	License Agreement by and between Pageflex, Inc. and Newgen Results Corporation dated June 16, 2003, as amended.
289.	License Agreement by and between Pageflex and NW Coughlin dated May 16, 2005.
290.	License Agreement by and between Pageflex and The National System, Inc. dated June 19, 2001.
291.	License Agreement by and between Pageflex and Ocozzio dated September 20, 2007.
292.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Oklahoma Offset dated December 30, 2009.
293.	License Agreement by and between Pageflex and Omega Printing Inc. dated March 31, 2006.
294.	License Agreement by and between Pageflex and On Demand Pty Ltd dated June 30, 2007.
295.	License Agreement by and between Pageflex, a division of Bitstream Inc. and OSL Group Inc. dated March 31, 2010.
296.	License Agreement by and between Pageflex and OTC Systems Ltd. dated June 29, 2007.
297.	License Agreement by and between Pageflex, Inc. and Pareto Corp., dated March 31, 2006, as amended.
298.	License Agreement by and between Pageflex and Parker Printing Inc., dated September 29, 2006.
299.	License Agreement by and between Pageflex and PerfectReach, Inc., dated March 27, 2006.
300.	License Agreement by and between Pageflex and PGe Marketing Services, Incorporated, dated March 24, 2008.
301.	License Agreement by and between Pageflex and PGI Companies, Inc., dated June 15, 2004.

302.	License Agreement by and between Pageflex, Inc. and PlanetPrint, dated June 26, 2000.
303.	License Agreement by and between Pageflex and Platinum Direct, dated February     , 2007.
304.	License Agreement by and between Pageflex and PLM Group Ltd., dated June 13, 2006.
305.	License Agreement by and between Pageflex and Plum Grove Printers, Inc., dated May     , 2006.
306.	License Agreement by and between Pageflex and Power Creative, dated April 7, 2005, as amended.
307.	License Agreement by and between Pageflex and Printegra, dated July 28, 2006.
308.	License Agreement by and between Pageflex and The Printing House Limited, dated June 14, 2006.
309.	License Agreement by and between Pageflex and Prisma Graphic Corporation, dated May 26, 2005.
310.	License Agreement by and between Pageflex and Progressive Impressions International, dated December 28, 2004.
311.	License Agreement by and between Pageflex and Progressive Solutions Inc., dated March 31, 2006.
312.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Protocol Services Acquisition Corporation, dated August     , 2008.
313.	License Agreement by and between Pageflex and Quickcut North America LLC, dated September 30, 2004.
314.	License Agreement by and between Pageflex, Inc. and Rastar Digital Marketing, Inc., dated June 14, 2004, as amended.
315.	License Agreement by and between Pageflex and Rament & Collins Ltd., dated March 30, 2007.
316.	License Agreement by and between Pageflex and Red Flag Media, dated December 15, 2004.
317.	License Agreement by and between Pageflex and Regional Marketing Services, Inc., dated June 28, 2004.
318.	License Agreement by and between Pageflex and REINDL Printing, Inc., dated

	January     , 2008.
319.	License Agreement by and between Pageflex, Inc. and Reischling Press Inc., dated June 30, 2003.
320.	License Agreement by and between Pageflex, Inc. and The Realizon Company, dated December 22, 2000.
321.	License Agreement by and between Pageflex, Inc. and The Regal Press, Inc., dated January 31, 2001, as amended.
322.	License Agreement by and between Pageflex and Buderic, Inc. DBA Resco, dated May 15, 2008.
323.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Revolution! Inc., dated September 30, 2008.
324.	License Agreement by and between Pageflex, a division of Bitstream Inc. and RIPA LLC, dated September 16, 2008.
325.	License Agreement by and between Pageflex and Riverpoint Media Group, dated November     , 2007.
326.	License Agreement by and between Pageflex, Inc. and Robertson Marketing Group, dated August 21, 2003.
327.	License Agreement by and between Pageflex and Rosemont Press, dated December 31, 2007.
328.	License Agreement by and between Pageflex and Ross Print Marketing, dated September 18, 2006.
329.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Royal Printers Ltd., dated December 30, 2009.
330.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Salem Printing, dated December 28, 2008.
331.	License Agreement by and between Pageflex, Inc. and The Shamrock Companies, dated August 31, 2004, as amended.
332.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Sigler Companies, dated March 9, 2010.
333.	License Agreement by and between Pageflex and Signature Group, dated March 18, 2008, as amended.
334.	License Agreement by and between Pageflex and Slingshot Marketing, Inc.,

	dated June 27, 2008.
335.	License Agreement by and between Pageflex and Spire, Inc., dated March 2, 2005, as amended.
336.	License Agreement by and between Pageflex, a division of Bitstream Inc., dated September 30, 2009.
337.	License Agreement by and between Pageflex and SproutLoud Media Networks, dated December 29, 2006.
338.	License Agreement by and between Pageflex and St. Joseph Communications, dated December 21, 2007, as amended.
339.	License Agreement by and between Pageflex, a Division of Bitstream Inc. and Starwood Hotels & Resorts Worldwide, Inc. dated December     , 2006.
340.	License Agreement by and between Pageflex and SugarBush Media Solutions, dated May 7, 2007, as amended.
341.	License Agreement by and between Pageflex, Inc. and Sullivan Direct Marketing, dated June 1, 2001.
342.	License Agreement by and between Pageflex, Inc. and Sullivan Direct Marketing, dated February 9, 2004.
343.	License Agreement by and between Pageflex and Sunset Printing, dated June 28, 2005, as amended.
344.	License Agreement by and between Pageflex and Superior Business Forms, Inc., dated November 10, 2005.
345.	License Agreement by and between Pageflex and Suttle-Straus, Inc., dated November 14, 2006.
346.	License Agreement by and between Pageflex, Inc. and Synchronized Communications, L.L.C., dated May 2, 2003.
347.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Synergy Inc., dated September     , 2008, as amended.
348.	License Agreement by and between Pageflex and Tabs Direct, dated May 31, 2008.
349.	License Agreement by and between Pageflex and Tangent Communications, dated June 13, 2008.
350.	License Agreement by and between Pageflex, a division of Bitstream Inc. and

	Tecrea Systems, Inc., dated June 25, 2009.
351.	License Agreement by and between Pageflex and Tenez, Inc., dated November 27, 2007.
352.	License Agreement by and between Pageflex and TGI Direct, dated June 30, 2006.
353.	License Agreement by and between Pageflex and Today’s Graphics, dated November 21, 2007.
354.	License Agreement by and between Pageflex and Trade Graphics, dated November 6, 2007.
355.	License Agreement by and between Pageflex and Tulip Graphics, dated December 31, 2007.
356.	License Agreement by and between Pageflex and Unicome Graphics Limited, dated December 8, 2006.
357.	License Agreement by and between Pageflex and USA Direct, Inc., dated December 11, 2002.
358.	License Agreement by and between Pageflex, Inc. and Valassis Communications, Inc., dated February 6, 2003.
359.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Vanick Group, LLC, dated March 27, 2009.
360.	License Agreement by and between Pageflex and Veitch Digital Partners, dated June 28, 2007.
361.	License Agreement by and between Pageflex and Velocity Print Solutions, dated May 2, 2007.
362.	License Agreement by and between Pagflex, Inc. and Versient, Inc., dated February 25, 2000, as amended.
363.	License and Support Agreement by and between Pageflex, Inc. and Vertis Inc., dated February 23, 2004.
364.	License Agreement by and between Pageflex and vicinity Ads, dated June     , 2006.
365.	License Agreement by and between Pageflex and Village Press, dated May 5, 2006.
366.	License Agreement by and between Pageflex and Vision Integrated Graphics

	Group, dated March 30, 2007.
367.	License Agreement by and between Pageflex, Inc. and Walsworth Publishing Company, dated May 29, 2004.
368.	License Agreement by and between Pageflex, Inc. and Washington State Department of Printing, dated October     , 2003.
369.	License Agreement by and between Pageflex and The Watermark Group, Inc., dated November 14, 2006, as amended.
370.	License Agreement by and between Pageflex, Inc. and Webb/Mason, dated March 29, 2001, as restated and amended.
371.	License Agreement by and between Pageflex and Lord and Stevens, Inc., dba WebsitesForPrinters.com, dated August 23, 2007.
372.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Widen Enterprises, Inc., dated February 3, 2009.
373.	License Agreement by and between Pageflex and Wilcorgraphics, dated December 15, 2004.
374.	License Agreement by and between Pageflex and WowTools, Inc., dated November 2, 2006.
375.	License Agreement by and between Pageflex and Wright of Thomasville, dated August 13, 2007.
376.	License Agreement by and between Pageflex and Wilkes Direct, date February 28, 2007.
377.	License Agreement by and between Pageflex, Inc. and Wise Business Forms, dated December 28, 1999, as amended.
378.	License Agreement by and between Pageflex, Inc. and World Trade Printing Center, dated June 7, 2004.
379.	License Agreement by and between Pageflex and X6 Technologies, dated December 30, 2005, as amended.
380.	License Agreement by and between Pageflex, Inc. and Xerox Corporation, date June     , 2003.
381.	License Agreement by and between Pageflex and MailWell 121 dated             .
382.	License Agreement by and between Pageflex, Inc. and MyAdGuys.com Inc. dated June 30, 2003.

383.	License Agreement by and between Pageflex, a division of Bitstream Inc. and Marketing Software Australia Asset Trust dated June 30, 2009.
384.	License Agreement by and between Pageflex and Quantumplus Worldwide L.P., d/b/a Marketing Technology Group, dated November 15, 2006.
385.	Support Agreement by and between Pageflex, a division of Bitstream Inc. and Medical University of South Carolina dated January     , 2010.
386.	License Agreement by and between Pageflex, Inc. and Merrill Communications LLC dated March 30, 2004, as amended.
387.	License Agreement by and between Pageflex and National Multiple Listing, Inc. dated February 17, 2006.
388.	License Agreement by and between Pageflex and Cerqa, a division of Beacon Printing & Graphics, Inc. dated March 31, 2004.
389.	License Agreement by and between Pageflex, Inc. and Nimblefish Technologies, Inc. dated October 29, 1999, as amended.
390.	License Agreement by and between Pageflex, Inc. and NSN Solutions dated May 10, 2007.
391.	License Agreement by and between Pageflex, Inc. and The Olgilvy Group, Inc. dated December 31, 2001.
392.	Support Agreement by and between Bitstream Inc. and The Old Trail Printing Company dated             .
393.	First Amendment to Pageflex License Agreement of December 29, 2006 by an between Pageflex, a division of Bitstream Inc. and Piedmont Graphics, dated August     , 2007.
394.	Support Agreement by and between Pageflex and The Printer, signed by Pageflex on March 4, 2008 and by The Printer on November 29, 2007.
395.	License Agreement by and between Pageflex and Proven Pictures, dated June 30, 2006.
396.	Master License Agreement by and between The Prudential Insurance Company of America and Pageflex, a division of Bitstream Inc., signed by Prudential on June 8, 2009 and by Pageflex on June 10, 2009.
397.	Software License and Service Agreement for Internal Use by and between Pageflex, a division of Bitstream Inc. and SAP AG, as amended (no date) (signed by SAP AG on November 13, 2009 and by Licensor on November 23, 2009.)

398.	License Agreement by and between Pageflex and St. Ives Inc., Cleveland, dated September 26, 2007.
399.	Master Software License Agreement by and between Thomson Legal & Regulatory Applications, Inc. and its Affiliates and Pageflex, Inc., dated October 7, 2002.
400.	BOLT License Agreement by and between Bitstream Inc. and PT. Bakrie Telecom, Tbk dated December 1, 2010
401.	BuzzCity Merchant Agreement by and between [            ] and BuzzCity Plc Ltd. dated [            ]
402.	Channel Partner Agreement by and between Bitstream Inc. and GetJar Networks Ltd. dated September 6, 2010
403.	Advertising Publishing Agreement by and between Bitstream Inc. and Imere Technologies Pvt. Ltd. dated June 14, 2011
404.	BOLT License Agreement by and between Bitstream Inc. and KCmobile, Co. LTD dated November 30, 2009
405.	BOLT License Agreement by and between Bitstream Inc. and PT. Naga Mas Kreasi Mandiri dated September 28, 2009
406.	BOLT License Agreement by and between Bitstream Inc. and Rediff.com India Limited dated November 9, 2010
407.	BOLT License Agreement by and between Bitstream Inc. and Visual Fan Ltd. dated October 19, 2009
408.	Local Search and Advertising Term Sheet Agreement by and between Bitstream Inc. and xAD, Inc dated March 18, 2011

Schedule 1(a)(ii)

Tangible Assets

Draft Preliminary - For Discussion Purposes Only!

	N = New	A = Active
Bitstream, Inc.	E = Excellent	D = Disposed
Valuation of Certain Assets of Bitstream	VG = Very Good	I = Idle; Functional
Detail - Personal Property	G = Good	NIS = Not in Service; Non Operational
Valuation Date: October 21, 2011	F = Fair	X = Intercompany Transfer
	P = Poor
	S = Scrap	* See ‘Condition_Status’ tab for more detail

D&P No.	Structure ID	Asset ID	Asset Description	Asset Class ID	Reformatted Asset Class	Acquisition Date	Acquisition Cost	D&P Asset Description
5	500-40	001357	1991 computer additions sampo	CE	Computer Equipment	1/1/1991	21,591	1991 computer additions sampo
6	500-40	001358	1992 computer additions sampo	CE	Computer Equipment	1/1/1992	40,353	1992 computer additions sampo
8	500-40	001361	1994 Computer additions	CE	Computer Equipment	12/30/1993	7,274	1994 Computer additions
179	840-00	000519	Quantity 4 - Seagate Sci-2 Disks 4266	CE	Computer Equipment	4/1/1995	7,918	Quantity 4 - Seagate Sci-2 Disks 4266
178	840-00	000518	Revolut. PCI/EISA 5/100 MI	CE	Computer Equipment	4/1/1995	4,830	Revolut. PCI/EISA 5/100 MI
182	840-00	000522	SCSI Express Upgrade Server2 NXV-V2	CE	Computer Equipment	5/1/1995	2,810	SCSI Express Upgrade Server2 NXV-V2
183	840-00	000637	TerraNet CISCO Router CSU/DSU	CE	Computer Equipment	7/1/1995	2,295	TerraNet CISCO Router CSU/DSU
184	840-00	000515	Dell Server (Thawk Rack)	CE	Computer Equipment	9/1/1995	2,290	Dell Server (Thawk Rack)
187	840-00	000627	DLT DS9400 40GB Single Tape BK	CE	Computer Equipment	11/1/1995	5,304	DLT DS9400 40GB Single Tape BK
195	840-00	000555	2.1GB Wide SCSI SGL, 4MB EDRAM	CE	Computer Equipment	5/1/1996	11,686	2.1GB Wide SCSI SGL, 4MB EDRAM
214	840-00	000588	Sun CUS, upgrade sparc 5 model 110 #3651	CE	Computer Equipment	5/1/1996	6,532	Sun CUS, upgrade sparc 5 model 110 #3651
212	840-00	000584	Linkbuilder FMS 100	CE	Computer Equipment	5/1/1996	5,979	Linkbuilder FMS 100
199	840-00	000566	DLT DS9400 40GB Single Tape	CE	Computer Equipment	5/1/1996	5,300	DLT DS9400 40GB Single Tape
722	500-30	001147	CPU Power Mac 9500 16/2G/CD/13	CE	Computer Equipment	5/1/1996	3,388	CPU Power Mac 9500 16/2G/CD/13
209	840-00	000581	Linkswitch 1000	CE	Computer Equipment	5/1/1996	3,096	Linkswitch 1000
210	840-00	000582	Linkswitch 1000	CE	Computer Equipment	5/1/1996	3,096	Linkswitch 1000
202	840-00	000572	Great Plains server H.P. DL380-Serial -E	CE	Computer Equipment	5/1/1996	2,223	Great Plains server H.P. DL380-Serial -E
197	840-00	000557	Compaq Library B/U	CE	Computer Equipment	5/1/1996	2,070	Compaq Library B/U
223	840-00	000559	PFDEMOY Compaq server H.P. DL 380	CE	Computer Equipment	6/1/1996	3,056	PFDEMOY Compaq server H.P. DL 380
224	840-00	000595	Dell Server ( Thawk Rack )	CE	Computer Equipment	6/1/1996	2,430	Dell Server ( Thawk Rack )
220	840-00	000525	OEM-ACT 2.0 WIN 10Pk	CE	Computer Equipment	6/1/1996	2,080	OEM-ACT 2.0 WIN 10Pk
227	840-00	000597	SUNX1215A System Board W/85MHZ Process	CE	Computer Equipment	7/1/1996	26,910	SUNX1215A System Board W/85MHZ Process
226	840-00	000596	SunS1000E Cabinet System 1000 CAN w/CD	CE	Computer Equipment	7/1/1996	18,630	SunS1000E Cabinet System 1000 CAN w/CD
232	840-00	000605	SUNX790A SPARC Storage Array w/6x2.1	CE	Computer Equipment	7/1/1996	15,042	SUNX790A SPARC Storage Array w/6x2.1
228	840-00	000598	SUNX1215A-PROMO W/two 85MHZ Process	CE	Computer Equipment	7/1/1996	11,040	SUNX1215A-PROMO W/two 85MHZ Process
234	840-00	000607	Dparcstorage DLT4000 Tape Drive 50-50	CE	Computer Equipment	7/1/1996	5,175	Dparcstorage DLT4000 Tape Drive 50-50
235	840-00	000612	SPARC	CE	Computer Equipment	7/1/1996	2,826	SPARC
251	840-00	000621	Sun Server	CE	Computer Equipment	10/1/1996	10,773	Sun Server
260	840-00	000560	Proof Point Server	CE	Computer Equipment	6/1/1997	2,780	Proof Point Server
261	840-00	000632	Rack mount Battery B/U	CE	Computer Equipment	6/1/1997	2,780	Rack mount Battery B/U
264	840-00	000479	SUN MISC. parts	CE	Computer Equipment	7/1/1997	3,428	SUN MISC. parts
729	500-30	001134	Gatewau Pentium PC G6-266	CE	Computer Equipment	7/1/1997	2,932	Gatewau Pentium PC G6-266
269	840-00	000602	SUN EQUIPMENT RENEWAL MAINT.	CE	Computer Equipment	7/1/1997	2,902	SUN EQUIPMENT RENEWAL MAINT.
728	500-30	000488	Gateway Pentium PC G6-266	CE	Computer Equipment	7/1/1997	2,733	Gateway Pentium PC G6-266
289	840-00	000611	DLT TAPE DRIVE5X4.2GB DRIVE FOR SPARC ST	CE	Computer Equipment	1/1/1998	6,917	DLT TAPE DRIVE5X4.2GB DRIVE FOR SPARC ST
13	500-40	000511	GP6-333 Gateway System #0009458578	CE	Computer Equipment	3/1/1998	2,472	GP6-333 Gateway System #0009458578
299	840-00	001141	IBM Wheelwriter 1500 Typewriter	CE	Computer Equipment	3/1/1998	2,255	IBM Wheelwriter 1500 Typewriter
737	400-30	001140	Trade Show Booth Projector Screen	CE	Computer Equipment	3/1/1998	2,255	Trade Show Booth Projector Screen
738	400-30	001142	LCD Projector Proxima 5900	CE	Computer Equipment	3/1/1998	2,255	LCD Projector Proxima 5900
743	500-30	001135	Domino V4.6 Notes Server Single	CE	Computer Equipment	4/1/1998	2,255	Domino V4.6 Notes Server Single
14	500-40	001365	Computer Notebook	CE	Computer Equipment	12/2/1998	3,701	Computer Notebook
15	500-40	001151	Gateway GP6-450 128MB	CE	Computer Equipment	2/1/1999	2,304	Gateway GP6-450 128MB
758	500-30	001160	gateway GP6-450 12SMB 14GB ZIP	CE	Computer Equipment	2/24/1999	2,676	gateway GP6-450 12SMB 14GB ZIP
759	500-30	001161	gateway GP6-450 12SMB 14GB ZIP	CE	Computer Equipment	2/24/1999	2,676	gateway GP6-450 12SMB 14GB ZIP
760	500-30	001159	gateway GP6-450 12SMB 14GB ZIP	CE	Computer Equipment	2/25/1999	2,735	gateway GP6-450 12SMB 14GB ZIP
307	220-00	000657	Gateway GP7-500 / Amherst #387444	CE	Computer Equipment	3/1/1999	3,105	Gateway GP7-500 / Amherst #387444
308	220-00	000659	Powermac G3-300 xtra mem- Amhe #386894	CE	Computer Equipment	3/1/1999	2,743	Powermac G3-300 xtra mem- Amhe #386894
17	310-40	000655	Powermac G3/350 - Amherst #386868	CE	Computer Equipment	3/1/1999	2,438	Powermac G3/350 - Amherst #386868
763	500-30	001150	tag #17081 power mac. G3 power pc	CE	Computer Equipment	3/4/1999	2,700	tag #17081 power mac. G3 power pc
310	840-00	000664	Sun Server	CE	Computer Equipment	5/1/1999	13,886	Sun Server
775	500-30	001153	Gateway GP7 500 256MB 18GB 16MB VID	CE	Computer Equipment	5/5/1999	3,299	Gateway GP7 500 256MB 18GB 16MB VID
19	500-40	000668	Powermac G3-333 / Amherst 409030	CE	Computer Equipment	6/1/1999	2,501	Powermac G3-333 / Amherst 409030
783	500-30	001154	1002610 GP7-550 PC	CE	Computer Equipment	7/6/1999	2,519	1002610 GP7-550 PC
787	500-30	001155	1002554 E-5250 550 PC	CE	Computer Equipment	7/19/1999	4,125	1002554 E-5250 550 PC
788	310-30	001157	Gateway GP7-600 w/speaakers & Maintenanc	CE	Computer Equipment	9/9/1999	2,390	Gateway GP7-600 w/speaakers & Maintenanc
790	310-30	001169	Gateway CPU	CE	Computer Equipment	10/19/1999	2,351	Gateway CPU
792	500-30	001205	GP7-550 GATEWAY PC	CE	Computer Equipment	1/1/2000	2,275	GP7-550 GATEWAY PC
814	310-30	001214	Gateway GP7-800 PC	CE	Computer Equipment	4/18/2000	2,506	Gateway GP7-800 PC
815	150-30	001207	Gateway E5400-800 PC	CE	Computer Equipment	4/25/2000	7,194	Gateway E5400-800 PC
816	500-30	001215	GP7-850 PC	CE	Computer Equipment	6/14/2000	2,375	GP7-850 PC
343	840-00	000733	CISCO 1700 IP PLUS	CE	Computer Equipment	8/9/2000	6,825	CISCO 1700 IP PLUS
344	840-00	000734	CISCO 1700 IP PLUS	CE	Computer Equipment	8/9/2000	6,825	CISCO 1700 IP PLUS

D&P Denoted Location	Acquisition Date	Original Cost		Valuation Cost		QUESTIONNAIRE CATEGORY	Condition Code (Use Dropdown Code)	Condition Comments	Status Code (Use Dropdown Code)	Status Comments
US	1/1/1991		21,591		21,591	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	1/1/1992		40,353		40,353	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	12/30/1993		7,274		7,274	Old Computer Equipment - 2005 and Older	S = Scrap		D =Disposed
US	4/1/1995		7,918		7,918	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	4/1/1995		4,830		4,830	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1995		2,810		2,810	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	7/1/1995		2,295		2,295	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	9/1/1995		2,290		2,290	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	11/1/1995		5,304		5,304	Old Computer Equipment - 2005 and Older	P = Poor		NIS = Not in Service; Non Operational
US	5/1/1996		11,686		11,686	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		6,532		6,532	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	5/1/1996		5,979		5,979	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		5,300		5,300	Old Computer Equipment - 2005 and Older	P = Poor		NIS = Not in Service; Non Operational
US	5/1/1996		3,388		3,388	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		3,096		3,096	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		3,096		3,096	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		2,223		2,223	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1996		2,070		2,070	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	6/1/1996		3,056		3,056	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	6/1/1996		2,430		2,430	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	6/1/1996		2,080		2,080	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	7/1/1996		26,910		26,910	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	7/1/1996		18,630		18,630	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	7/1/1996		15,042		15,042	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	7/1/1996		11,040		11,040	Old Computer Equipment - 2005 and Older	P = Poor		A = Active
US	7/1/1996		5,175		5,175	Old Computer Equipment - 2005 and Older	P = Poor		NIS = Not in Service; Non Operational
US	7/1/1996		2,826		2,826	Old Computer Equipment - 2005 and Older	P = Poor		A = Active
US	10/1/1996		10,773		10,773	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	6/1/1997		2,780		2,780	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	6/1/1997		2,780		2,780	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	7/1/1997		3,428		3,428	Old Computer Equipment - 2005 and Older	P = Poor		A = Active
US	7/1/1997		2,932		2,932	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	7/1/1997		2,902		2,902	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	7/1/1997		2,733		2,733	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	1/1/1998		6,917		6,917	Old Computer Equipment - 2005 and Older	P = Poor		NIS = Not in Service; Non Operational
US	3/1/1998		2,472		2,472	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	3/1/1998		2,255		2,255	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	3/1/1998		2,255		2,255	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	3/1/1998		2,255		2,255	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	4/1/1998		2,255		2,255	Old Computer Equipment - 2005 and Older	F = Fair		A = Active
US	12/2/1998		3,701		3,701	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	2/1/1999		2,304		2,304	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	2/24/1999		2,676		2,676	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	2/24/1999		2,676		2,676	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	2/25/1999		2,735		2,735	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	3/1/1999		3,105		3,105	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	3/1/1999		2,743		2,743	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	3/1/1999		2,438		2,438	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	3/4/1999		2,700		2,700	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	5/1/1999		13,886		13,886	Old Computer Equipment - 2005 and Older	S = Scrap		D =Disposed
US	5/5/1999		3,299		3,299	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	6/1/1999		2,501		2,501	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	7/6/1999		2,519		2,519	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	7/19/1999		4,125		4,125	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	9/9/1999		2,390		2,390	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	10/19/1999		2,351		2,351	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	1/1/2000		2,275		2,275	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	4/18/2000		2,506		2,506	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	4/25/2000		7,194		7,194	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	6/14/2000		2,375		2,375	Old Computer Equipment - 2005 and Older	S = Scrap		NIS = Not in Service; Non Operational
US	8/9/2000		6,825		6,825	Old Computer Equipment - 2005 and Older
US	8/9/2000		6,825		6,825	Old Computer Equipment - 2005 and Older

Page 1 of 7

Draft Preliminary - For Discussion Purposes Only!

345	840-00	000716	DLT LIBRARYCybernetics-AME 8mm Tape Chan	CE	Computer Equipment	9/1/2000	8,285	DLT LIBRARYCybernetics-AME 8mm Tape Chan
347	840-00	500009	PIII 733, DUEL 18GB, 40X CD, DEUL 10/100	CE	Computer Equipment	10/25/2000	2,027	PIII 733, DUEL 18GB, 40X CD, DEUL 10/100
827	500-30	001230	GATEWAY GP7-866 CPU (PF NOTES SERVER)	CE	Computer Equipment	10/26/2000	2,075	GATEWAY GP7-866 CPU (PF NOTES SERVER)
349	840-00	000731	Sales Logix Sync Server	CE	Computer Equipment	10/30/2000	4,804	Sales Logix Sync Server
829	500-30	001233	APPLE MACINTOSH G4	CE	Computer Equipment	11/20/2000	2,759	APPLE MACINTOSH G4
353	840-00	500013	SSRMSYSA IPC Rackmount ATX System Config	CE	Computer Equipment	1/1/2001	4,886	SSRMSYSA IPC Rackmount ATX System Config
351	840-00	500011	SSRMSYSA IPC Rackmount ATX System Config	CE	Computer Equipment	1/1/2001	3,788	SSRMSYSA IPC Rackmount ATX System Config
352	840-00	500012	SSRMSYSA IPC Rackmount ATX System Config	CE	Computer Equipment	1/1/2001	3,788	SSRMSYSA IPC Rackmount ATX System Config
830	500-30	001241	m933 pROFESSIONAL mID toWER	CE	Computer Equipment	1/10/2001	2,235	m933 pROFESSIONAL mID toWER
831	500-30	001242	DELL Dimension 4100 Series	CE	Computer Equipment	1/24/2001	3,014	DELL Dimension 4100 Series
355	840-00	001248	DELL Piii Mini-tower Optiplex GX110	CE	Computer Equipment	1/26/2001	2,111	DELL Piii Mini-tower Optiplex GX110
832	500-30	001247	DELL PIII Mini-tower	CE	Computer Equipment	1/26/2001	2,111	DELL PIII Mini-tower
25	310-40	000745	Apple Powerbook G4 Titanium Laptop	CE	Computer Equipment	2/26/2001	4,301	Apple Powerbook G4 Titanium Laptop
357	840-00	000749	Radware LinkProof	CE	Computer Equipment	4/16/2001	12,603	Radware LinkProof
358	840-00	000750	Nokia Internet Communications	CE	Computer Equipment	4/16/2001	6,688	Nokia Internet Communications
360	840-00	000754	Sun Drive X5244A & Sun Netra ST D130 Sto	CE	Computer Equipment	8/8/2001	2,908	Sun Drive X5244A & Sun Netra ST D130 Sto
361	840-00	000755	Sun Drive X5244A & Sun Netra ST D130 Sto	CE	Computer Equipment	8/8/2001	2,908	Sun Drive X5244A & Sun Netra ST D130 Sto
362	840-00	500014	Alteon 180e Gigabit Load balancing Switc	CE	Computer Equipment	8/31/2001	3,841	Alteon 180e Gigabit Load balancing Switc
835	500-30	001256	Dell Computer	CE	Computer Equipment	8/31/2001	2,419	Dell Computer
363	840-00	000761	Aladdin eSafe Protect Gateway for Checkp	CE	Computer Equipment	9/27/2001	6,615	Aladdin eSafe Protect Gateway for Checkp
365	840-00	000763	DLT LIBRARY 64 Nit 66 MHZ Dual Channel T	CE	Computer Equipment	9/28/2001	21,525	DLT LIBRARY 64 Nit 66 MHZ Dual Channel T
364	840-00	000760	Nokia IP330 Firewall U-cpvp-VIG-250-3DES	CE	Computer Equipment	9/28/2001	8,749	Nokia IP330 Firewall U-cpvp-VIG-250-3DES
31	500-40	000776	3COM SUPER-STACK 3 FIREWALL	CE	Computer Equipment	5/3/2002	3,030	3COM SUPER-STACK 3 FIREWALL
32	500-40	000777	3COM SUPER-STACK 3 FIREWALL	CE	Computer Equipment	5/3/2002	3,030	3COM SUPER-STACK 3 FIREWALL
30	500-40	000775	3COM SWITCH 4400	CE	Computer Equipment	5/3/2002	2,101	3COM SWITCH 4400
38	500-40	000783	COMPAQ DL-380	CE	Computer Equipment	5/21/2002	5,576	COMPAQ DL-380
41	500-40	000786	COMPAQ DL-360	CE	Computer Equipment	5/21/2002	4,010	COMPAQ DL-360
39	500-40	000784	COMPAQ DL-360	CE	Computer Equipment	5/21/2002	4,010	COMPAQ DL-360
40	500-40	000785	CAMPAQ DL-360	CE	Computer Equipment	5/21/2002	4,010	CAMPAQ DL-360
373	840-00	500021	Dell Power Edge 2650	CE	Computer Equipment	7/1/2002	4,357	Dell Power Edge 2650
371	840-00	000792	Dell PowerEdge 1650 - Content Vectoring	CE	Computer Equipment	7/1/2002	3,402	Dell PowerEdge 1650 - Content Vectoring
374	840-00	500022	Dell PowerEdge 1650	CE	Computer Equipment	8/27/2002	2,490	Dell PowerEdge 1650
376	840-00	000793	TL891 DLX Library Expansion Unit	CE	Computer Equipment	9/6/2002	4,442	TL891 DLX Library Expansion Unit
836	500-30	001257	CPQ Proliant DL380 G2 7/1400 256MB	CE	Computer Equipment	9/10/2002	2,688	CPQ Proliant DL380 G2 7/1400 256MB
377	840-00	500025	Dell Precision 340 MiniTower 2.53Ghz/533	CE	Computer Equipment	10/23/2002	2,233	Dell Precision 340 MiniTower 2.53Ghz/533
378	840-00	500026	Altheon 180e	CE	Computer Equipment	10/23/2002	2,120	Altheon 180e
837	500-30	001258	Compaq proliant DL380R G3 Server	CE	Computer Equipment	2/2/2003	4,138	Compaq proliant DL380R G3 Server
839	400-30	001262	Dell Inspirion 8200 NoteBook	CE	Computer Equipment	2/13/2003	4,120	Dell Inspirion 8200 NoteBook
840	310-30	001264	DELL OPTIPLEX GX260T	CE	Computer Equipment	3/3/2003	2,050	DELL OPTIPLEX GX260T
380	840-00	000795	DELL 1650 SERVER -SALES LOGIC DATABASE	CE	Computer Equipment	3/18/2003	4,432	DELL 1650 SERVER -SALES LOGIC DATABASE
842	400-30	001269	HP Color LaserJet 5500DN Printer	CE	Computer Equipment	4/2/2003	3,763	HP Color LaserJet 5500DN Printer
42	500-40	000769	Apple Powewrbook G4 17 inch Notebook	CE	Computer Equipment	4/8/2003	4,557	Apple Powewrbook G4 17 inch Notebook
843	150-30	001266	Compaq Proliant DL-380R-G3	CE	Computer Equipment	4/15/2003	6,272	Compaq Proliant DL-380R-G3
844	500-30	001267	DELL Inspiron 8500 Mobile Pentium 4 Lapt	CE	Computer Equipment	4/25/2003	2,648	DELL Inspiron 8500 Mobile Pentium 4 Lapt
845	150-30	001268	DELL Inspiron 8500 Mobile Pentium 4 Lapt	CE	Computer Equipment	6/22/2003	3,299	DELL Inspiron 8500 Mobile Pentium 4 Lapt
384	840-00	500029	Raritan Z-SeriesKVM IP-PAC	CE	Computer Equipment	7/25/2003	4,315	Raritan Z-SeriesKVM IP-PAC
385	840-00	500030	CPQ PROLIANT DL380R G3	CE	Computer Equipment	8/5/2003	4,239	CPQ PROLIANT DL380R G3
386	840-00	500031	CPQ PROLIANT DL380R G3	CE	Computer Equipment	8/11/2003	3,548	CPQ PROLIANT DL380R G3
390	840-00	000804	CISCO Supervisor Engine, 2-GE, Plus MSFC	CE	Computer Equipment	8/20/2003	15,397	CISCO Supervisor Engine, 2-GE, Plus MSFC
398	840-00	000812	CISCO Catalyst 6513 Chassis	CE	Computer Equipment	8/20/2003	11,575	CISCO Catalyst 6513 Chassis
391	840-00	000805	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	Computer Equipment	8/20/2003	5,134	CISCO Catalyst 6500 48 Port 10/100 Upgra
392	840-00	000806	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	Computer Equipment	8/20/2003	5,134	CISCO Catalyst 6500 48 Port 10/100 Upgra
393	840-00	000807	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	Computer Equipment	8/20/2003	5,134	CISCO Catalyst 6500 48 Port 10/100 Upgra
394	840-00	000808	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	Computer Equipment	8/20/2003	5,134	CISCO Catalyst 6500 48 Port 10/100 Upgra
395	840-00	000809	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	Computer Equipment	8/20/2003	5,134	CISCO Catalyst 6500 48 Port 10/100 Upgra
396	840-00	000810	CISCO PIX 515E- Chassis, Unrestricted SW	CE	Computer Equipment	8/20/2003	4,893	CISCO PIX 515E- Chassis, Unrestricted SW
387	840-00	000801	Cisco Catalyst 6513 Chassis w/Fan	CE	Computer Equipment	8/20/2003	3,702	Cisco Catalyst 6513 Chassis w/Fan
399	840-00	000815	CISCO 48-10/100 and 2 GBIC ports	CE	Computer Equipment	8/20/2003	3,312	CISCO 48-10/100 and 2 GBIC ports
397	840-00	000811	CISCO PIX 515E- Chassis Failover SW, 2FE	CE	Computer Equipment	8/20/2003	2,176	CISCO PIX 515E- Chassis Failover SW, 2FE
388	840-00	000802	CISCO Catalyst 6000 2500w AC Power Suppl	CE	Computer Equipment	8/20/2003	2,100	CISCO Catalyst 6000 2500w AC Power Suppl
389	840-00	000803	CISCO Catalyst 6000 2500w Ac Power Suppl	CE	Computer Equipment	8/20/2003	2,100	CISCO Catalyst 6000 2500w Ac Power Suppl
401	840-00	000814	APC Smart UPS RM 5000VA XL	CE	Computer Equipment	8/25/2003	2,995	APC Smart UPS RM 5000VA XL
402	840-00	000816	CISCO Catalyst 6500 48Port 10/100 Upgrad	CE	Computer Equipment	8/26/2003	4,267	CISCO Catalyst 6500 48Port 10/100 Upgrad
403	840-00	000818	CISCO Catalyst 6500 48Port 10/100 Upgrad	CE	Computer Equipment	8/26/2003	4,267	CISCO Catalyst 6500 48Port 10/100 Upgrad
404	840-00	000817	CISCO VPN 3005 Concentrator, HW Set SW,	CE	Computer Equipment	8/29/2003	3,529	CISCO VPN 3005 Concentrator, HW Set SW,
407	220-00	000800	DELL Inspiron 8500	CE	Computer Equipment	9/4/2003	3,378	DELL Inspiron 8500
413	840-00	000827	CISCO Server Component Install	CE	Computer Equipment	10/1/2003	7,700	CISCO Server Component Install
412	840-00	000826	Cisco 2610XM Router w/ NN 8 port analog	CE	Computer Equipment	10/1/2003	3,317	Cisco 2610XM Router w/ NN 8 port analog
44	500-40	000829	COmpaq DL-380R Server	CE	Computer Equipment	11/1/2003	3,909	COmpaq DL-380R Server
414	840-00	500036	Altheon 180e Switch w/rack Kit	CE	Computer Equipment	1/20/2004	2,375	Altheon 180e Switch w/rack Kit
415	810-00	000834	OptiPlex GX270T 3.2Ghz, P4, Grey Small m	CE	Computer Equipment	1/25/2004	2,474	OptiPlex GX270T 3.2Ghz, P4, Grey Small m

US	9/1/2000	8,285	8,285	Old Computer Equipment - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	10/25/2000	2,027	2,027	Old Computer Equipment - 2005 and Older
US	10/26/2000	2,075	2,075	Old Computer Equipment - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	10/30/2000	4,804	4,804	Old Computer Equipment - 2005 and Older	F = Fair	A = Active
US	11/20/2000	2,759	2,759	Old Computer Equipment - 2005 and Older
US	1/1/2001	4,886	4,886	Old Computer Equipment - 2005 and Older
US	1/1/2001	3,788	3,788	Old Computer Equipment - 2005 and Older
US	1/1/2001	3,788	3,788	Old Computer Equipment - 2005 and Older
US	1/10/2001	2,235	2,235	Old Computer Equipment - 2005 and Older
US	1/24/2001	3,014	3,014	Old Computer Equipment - 2005 and Older
US	1/26/2001	2,111	2,111	Old Computer Equipment - 2005 and Older
US	1/26/2001	2,111	2,111	Old Computer Equipment - 2005 and Older
US	2/26/2001	4,301	4,301	Old Computer Equipment - 2005 and Older
US	4/16/2001	12,603	12,603	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	4/16/2001	6,688	6,688	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	8/8/2001	2,908	2,908	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	8/8/2001	2,908	2,908	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	8/31/2001	3,841	3,841	Old Computer Equipment - 2005 and Older	F = Fair	A = Active
US	8/31/2001	2,419	2,419	Old Computer Equipment - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	9/27/2001	6,615	6,615	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	9/28/2001	21,525	21,525	Old Computer Equipment - 2005 and Older	P = Poor	NIS = Not in Service; Non Operational
US	9/28/2001	8,749	8,749	Old Computer Equipment - 2005 and Older	S = Scrap	D = Disposed
US	5/3/2002	3,030	3,030	Old Computer Equipment - 2005 and Older
US	5/3/2002	3,030	3,030	Old Computer Equipment - 2005 and Older
US	5/3/2002	2,101	2,101	Old Computer Equipment - 2005 and Older
US	5/21/2002	5,576	5,576	Old Computer Equipment - 2005 and Older
US	5/21/2002	4,010	4,010	Old Computer Equipment - 2005 and Older
US	5/21/2002	4,010	4,010	Old Computer Equipment - 2005 and Older
US	5/21/2002	4,010	4,010	Old Computer Equipment - 2005 and Older
US	7/1/2002	4,357	4,357	Old Computer Equipment - 2005 and Older
US	7/1/2002	3,402	3,402	Old Computer Equipment - 2005 and Older
US	8/27/2002	2,490	2,490	Old Computer Equipment - 2005 and Older
US	9/6/2002	4,442	4,442	Old Computer Equipment - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	9/10/2002	2,688	2,688	Old Computer Equipment - 2005 and Older
US	10/23/2002	2,233	2,233	Old Computer Equipment - 2005 and Older
US	10/23/2002	2,120	2,120	Old Computer Equipment - 2005 and Older
US	2/2/2003	4,138	4,138	Old Computer Equipment - 2005 and Older
US	2/13/2003	4,120	4,120	Old Computer Equipment - 2005 and Older
US	3/3/2003	2,050	2,050	Old Computer Equipment - 2005 and Older
US	3/18/2003	4,432	4,432	Old Computer Equipment - 2005 and Older
US	4/2/2003	3,763	3,763	Old Computer Equipment - 2005 and Older
US	4/8/2003	4,557	4,557	Old Computer Equipment - 2005 and Older
US	4/15/2003	6,272	6,272	Old Computer Equipment - 2005 and Older
US	4/25/2003	2,648	2,648	Old Computer Equipment - 2005 and Older
US	6/22/2003	3,299	3,299	Old Computer Equipment - 2005 and Older
US	7/25/2003	4,315	4,315	Old Computer Equipment - 2005 and Older
US	8/5/2003	4,239	4,239	Old Computer Equipment - 2005 and Older
US	8/11/2003	3,548	3,548	Old Computer Equipment - 2005 and Older
US	8/20/2003	15,397	15,397	Old Computer Equipment - 2005 and Older
US	8/20/2003	11,575	11,575	Old Computer Equipment - 2005 and Older
US	8/20/2003	5,134	5,134	Old Computer Equipment - 2005 and Older
US	8/20/2003	5,134	5,134	Old Computer Equipment - 2005 and Older
US	8/20/2003	5,134	5,134	Old Computer Equipment - 2005 and Older
US	8/20/2003	5,134	5,134	Old Computer Equipment - 2005 and Older
US	8/20/2003	5,134	5,134	Old Computer Equipment - 2005 and Older
US	8/20/2003	4,893	4,893	Old Computer Equipment - 2005 and Older
US	8/20/2003	3,702	3,702	Old Computer Equipment - 2005 and Older
US	8/20/2003	3,312	3,312	Old Computer Equipment - 2005 and Older
US	8/20/2003	2,176	2,176	Old Computer Equipment - 2005 and Older
US	8/20/2003	2,100	2,100	Old Computer Equipment - 2005 and Older
US	8/20/2003	2,100	2,100	Old Computer Equipment - 2005 and Older
US	8/25/2003	2,995	2,995	Old Computer Equipment - 2005 and Older
US	8/26/2003	4,267	4,267	Old Computer Equipment - 2005 and Older
US	8/26/2003	4,267	4,267	Old Computer Equipment - 2005 and Older
US	8/29/2003	3,529	3,529	Old Computer Equipment - 2005 and Older
US	9/4/2003	3,378	3,378	Old Computer Equipment - 2005 and Older
US	10/1/2003	7,700	7,700	Old Computer Equipment - 2005 and Older
US	10/1/2003	3,317	3,317	Old Computer Equipment - 2005 and Older
US	11/1/2003	3,909	3,909	Old Computer Equipment - 2005 and Older
US	1/20/2004	2,375	2,375	Old Computer Equipment - 2005 and Older
US	1/25/2004	2,474	2,474	Old Computer Equipment - 2005 and Older

Page 2 of 7

Draft Preliminary - For Discussion Purposes Only!

851	150-30	000832	Inspiron 5100, 15.1 XGA, 2.66GHx-P4	CE	Computer Equipment	1/26/2004	2,045	Inspiron 5100, 15.1 XGA, 2.66GHx-P4
852	150-30	001285	INSPIRON 8600, Pentium M, 1.7Ghz, 15.4 W	CE	Computer Equipment	3/25/2004	3,278	INSPIRON 8600, Pentium M, 1.7Ghz, 15.4 W
853	150-30	001286	INSPIRON 8600, Pentium M, 1.7Ghz, 15.4 W	CE	Computer Equipment	4/26/2004	3,283	INSPIRON 8600, Pentium M, 1.7Ghz, 15.4 W
46	500-40	000837	DELL POWER EDGE 750	CE	Computer Equipment	5/17/2004	2,327	DELL POWER EDGE 750
47	500-40	000838	DELL POWER EDGE 750	CE	Computer Equipment	5/17/2004	2,327	DELL POWER EDGE 750
48	500-40	000839	DELL POWER EDGE 750	CE	Computer Equipment	5/17/2004	2,327	DELL POWER EDGE 750
49	500-40	000840	DELL POWER EDGE 750	CE	Computer Equipment	5/17/2004	2,327	DELL POWER EDGE 750
423	840-00	000844	HP DL380- SERVER FOR SPAM -EMAIL	CE	Computer Equipment	6/17/2004	5,156	HP DL380- SERVER FOR SPAM -EMAIL
424	840-00	500048	Dell Power Edge 1750 image 3	CE	Computer Equipment	8/11/2004	3,987	Dell Power Edge 1750 image 3
425	840-00	000845	HP Proreliant DL380 G3 Rack	CE	Computer Equipment	8/12/2004	9,819	HP Proreliant DL380 G3 Rack
426	840-00	000846	HP Proreliant DL380 G3 Rack	CE	Computer Equipment	8/12/2004	9,819	HP Proreliant DL380 G3 Rack
50	170-40	000847	Dell Power Edge 750	CE	Computer Equipment	9/15/2004	2,201	Dell Power Edge 750
854	150-30	001289	HP DL380G4 7/3 PF DEMO SERVER	CE	Computer Equipment	11/1/2004	5,325	HP DL380G4 7/3 PF DEMO SERVER
431	220-00	001288	DELL INSPIRON	CE	Computer Equipment	11/1/2004	2,386	DELL INSPIRON
856	150-30	001290	DELL INSPIRON 8600 LAPTOP	CE	Computer Equipment	12/1/2004	3,088	DELL INSPIRON 8600 LAPTOP
433	800-00	000849	HP DL380-G4 FINANCE GREAT PLAINS SERVER	CE	Computer Equipment	1/1/2005	10,778	HP DL380-G4 FINANCE GREAT PLAINS SERVER
437	840-00	001296	DELL INSPIRON 8600 NOTEBOOK	CE	Computer Equipment	2/1/2005	3,190	DELL INSPIRON 8600 NOTEBOOK
439	840-00	000854	DELL POWERVAULT STORAGE ARRAY	CE	Computer Equipment	3/1/2005	10,819	DELL POWERVAULT STORAGE ARRAY
438	840-00	000853	DELL PE-1850 SERVER	CE	Computer Equipment	3/1/2005	6,872	DELL PE-1850 SERVER
441	840-00	500054	RARITAN Z-SERIES CIMS UKUMSPD	CE	Computer Equipment	5/10/2005	2,360	RARITAN Z-SERIES CIMS UKUMSPD
442	840-00	500050	DELL XEON PE2850	CE	Computer Equipment	5/11/2005	7,098	DELL XEON PE2850
443	840-00	500051	DELL XEON PE2850	CE	Computer Equipment	5/11/2005	7,098	DELL XEON PE2850
444	840-00	500053	DELL XEON PE2850	CE	Computer Equipment	5/11/2005	5,913	DELL XEON PE2850
445	840-00	500055	RARITAN Z-SERIES CIMS	CE	Computer Equipment	5/13/2005	2,914	RARITAN Z-SERIES CIMS
862	500-30	001305	DELL PowerEdge 1850	CE	Computer Equipment	7/14/2005	4,240	DELL PowerEdge 1850
863	150-30	000862	DELL PowerEdge 1850 , XEON	CE	Computer Equipment	7/15/2005	2,412	DELL PowerEdge 1850 , XEON
51	310-40	000860	DELL Optiplex GX620	CE	Computer Equipment	8/14/2005	2,198	DELL Optiplex GX620
866	400-30	001304	SONY Vaio FS500 VGN-FS500P (16780)	CE	Computer Equipment	8/15/2005	3,162	SONY Vaio FS500 VGN-FS500P (16780)
867	300-30	001302	DELL Latitude D810 Pentium M 780 Laptop	CE	Computer Equipment	9/4/2005	3,258	DELL Latitude D810 Pentium M 780 Laptop
868	400-30	001306	SONY Vaio FS500 VGN-FS500P	CE	Computer Equipment	9/23/2005	2,055	SONY Vaio FS500 VGN-FS500P
871	500-30	001310	DELL Optiplex GX-620	CE	Computer Equipment	10/27/2005	2,254	DELL Optiplex GX-620
873	500-30	001309	DELL Optiplex GX-620	CE	Computer Equipment	11/18/2005	2,395	DELL Optiplex GX-620
455	840-00	500068	HP PROCURVE 2848 MANAGED GIG SWITCH & RA	CE	Computer Equipment	11/21/2005	4,046	HP PROCURVE 2848 MANAGED GIG SWITCH & RA
456	840-00	500070	HP PROCURVE 2848 MANAGED GIG SWITCH & RA	CE	Computer Equipment	11/21/2005	4,046	HP PROCURVE 2848 MANAGED GIG SWITCH & RA
457	840-00	500067	APPLE XSERVE G5 2.0GHZ CTO	CE	Computer Equipment	11/22/2005	3,589	APPLE XSERVE G5 2.0GHZ CTO
459	840-00	000865	CISCO one port T# Network Module	CE	Computer Equipment	12/1/2005	5,643	CISCO one port T# Network Module
877	150-30	001314	DELL GX-620 MiniTower Pentium D 840/3.2G	CE	Computer Equipment	1/1/2006	2,132	DELL GX-620 MiniTower Pentium D 840/3.2G
883	310-30	001318	DELL LATITUDE 610 LAPTOP	CE	Computer Equipment	3/2/2006	2,404	DELL LATITUDE 610 LAPTOP
54	500-40	000868	DELL PowerEdge 850 Server	CE	Computer Equipment	3/24/2006	2,065	DELL PowerEdge 850 Server
55	500-40	000869	DELL PowerEdge 850 Server	CE	Computer Equipment	3/24/2006	2,065	DELL PowerEdge 850 Server
462	800-00	001326	HP/Compaq Laptop NC8230	CE	Computer Equipment	5/4/2006	3,317	HP/Compaq Laptop NC8230
56	500-40	000878	APPLE MACBOOK PRO 17 2.16GHz Intel Core	CE	Computer Equipment	5/12/2006	2,956	APPLE MACBOOK PRO 17 2.16GHz Intel Core
885	150-30	001329	SUN SUN Fire V40z with Mega Raid Card	CE	Computer Equipment	6/6/2006	10,935	SUN SUN Fire V40z with Mega Raid Card
57	500-40	000876	DELL PowerEdge 1850 -Dual Core 2.8 Gig X	CE	Computer Equipment	6/7/2006	6,172	DELL PowerEdge 1850 -Dual Core 2.8 Gig X
58	500-40	000877	DELL PowerEdge 1850 -Dual Core 2.8 Gig X	CE	Computer Equipment	6/7/2006	6,172	DELL PowerEdge 1850 -Dual Core 2.8 Gig X
891	500-30	001338	HP/Compaq LapTop NC8230	CE	Computer Equipment	7/10/2006	3,167	HP/Compaq LapTop NC8230
890	300-30	001336	HP/Compaq LapTop NC8230	CE	Computer Equipment	7/10/2006	3,167	HP/Compaq LapTop NC8230
894	150-30	001345	HP/Compaq LapTop NC8230	CE	Computer Equipment	8/11/2006	2,700	HP/Compaq LapTop NC8230
896	500-30	500075	Apple MacBook Pro, 15 inch, 2.16GHz Inte	CE	Computer Equipment	8/18/2006	3,127	Apple MacBook Pro, 15 inch, 2.16GHz Inte
897	500-30	001343	APPLE iBOOK PRO 15 Inch, MODEL ZoDL	CE	Computer Equipment	8/29/2006	2,675	APPLE iBOOK PRO 15 Inch, MODEL ZoDL
898	150-30	001342	HP/COMPAQ LAPTOP NC8430	CE	Computer Equipment	9/1/2006	2,685	HP/COMPAQ LAPTOP NC8430
900	310-30	001340	HP/Compaq LapTop NC8230	CE	Computer Equipment	10/19/2006	3,601	HP/Compaq LapTop NC8230
903	500-30	001353	DELL Optiplex 745 Minitower	CE	Computer Equipment	11/12/2006	2,252	DELL Optiplex 745 Minitower
59	500-40	000883	DELL Dual Core Xeon Processor 5160 4MB C	CE	Computer Equipment	11/16/2006	6,310	DELL Dual Core Xeon Processor 5160 4MB C
904	150-30	001352	HP Pavilion DV9000T Notebook	CE	Computer Equipment	11/20/2006	2,950	HP Pavilion DV9000T Notebook
905	150-30	001354	HP Pavilion DV9000T Notebook	CE	Computer Equipment	11/20/2006	2,950	HP Pavilion DV9000T Notebook
467	840-00	000881	300GB Hard Drive, Ultra 320 SCSI BITSTER	CE	Computer Equipment	12/14/2006	5,298	300GB Hard Drive, Ultra 320 SCSI BITSTER
908	500-30	000904	DELL OPTIOPLEX 745	CE	Computer Equipment	1/16/2007	2,215	DELL OPTIOPLEX 745
469	840-00	000905	CISCO Catalyst 6500 48-PORT	CE	Computer Equipment	2/12/2007	5,150	CISCO Catalyst 6500 48-PORT
911	150-30	000907	HP NC8430 LAPTOP	CE	Computer Equipment	2/22/2007	2,996	HP NC8430 LAPTOP
472	840-00	000922	DD430 APPLIANCE SERIES RESTORER (DATADOM	CE	Computer Equipment	4/6/2007	37,920	DD430 APPLIANCE SERIES RESTORER (DATADOM
474	840-00	000921	DELL POWEREDGE 1950 COMMVAULT SERVER	CE	Computer Equipment	4/11/2007	4,386	DELL POWEREDGE 1950 COMMVAULT SERVER
473	840-00	000920	DELL POWEREDGE 1950 COMMVAULT SERVER	CE	Computer Equipment	4/11/2007	4,186	DELL POWEREDGE 1950 COMMVAULT SERVER
926	500-30	000923	THINKMATE WORKSTATION - PF-QA - VIRTUAL	CE	Computer Equipment	4/17/2007	4,878	THINKMATE WORKSTATION - PF-QA - VIRTUAL
929	300-30	000928	HP PAVILION DV9000T NOTEBOOK	CE	Computer Equipment	5/1/2007	2,834	HP PAVILION DV9000T NOTEBOOK
475	840-00	000916	Qualstar 4222 AIT5 2Drive LVD ( Backup S	CE	Computer Equipment	5/1/2007	14,714	Qualstar 4222 AIT5 2Drive LVD ( Backup S
477	840-00	000925	BACKUP SYSTEM - CONSULTING AND INSTALLTI	CE	Computer Equipment	5/1/2007	3,495	BACKUP SYSTEM - CONSULTING AND INSTALLTI
476	840-00	000917	AIT-5 400GB Back-up Tape Cartridges(50)	CE	Computer Equipment	5/1/2007	3,454	AIT-5 400GB Back-up Tape Cartridges(50)
930	150-30	000929	HP PAVILION DV9000T NOTEBOOK	CE	Computer Equipment	5/1/2007	2,918	HP PAVILION DV9000T NOTEBOOK
928	150-30	000927	HP PAVILION DV9000T NOTEBOOK	CE	Computer Equipment	5/1/2007	2,834	HP PAVILION DV9000T NOTEBOOK
931	310-30	000926	DELL PE SC 1435 - SALES LOGIX SERVER	CE	Computer Equipment	5/3/2007	5,776	DELL PE SC 1435 - SALES LOGIX SERVER

US	1/26/2004	2,045	2,045	Old Computer Equipment - 2005 and Older
US	3/25/2004	3,278	3,278	Old Computer Equipment - 2005 and Older
US	4/26/2004	3,283	3,283	Old Computer Equipment - 2005 and Older
US	5/17/2004	2,327	2,327	Old Computer Equipment - 2005 and Older
US	5/17/2004	2,327	2,327	Old Computer Equipment - 2005 and Older
US	5/17/2004	2,327	2,327	Old Computer Equipment - 2005 and Older
US	5/17/2004	2,327	2,327	Old Computer Equipment - 2005 and Older
US	6/17/2004	5,156	5,156	Old Computer Equipment - 2005 and Older
US	8/11/2004	3,987	3,987	Old Computer Equipment - 2005 and Older
US	8/12/2004	9,819	9,819	Old Computer Equipment - 2005 and Older
US	8/12/2004	9,819	9,819	Old Computer Equipment - 2005 and Older
US	9/15/2004	2,201	2,201	Old Computer Equipment - 2005 and Older
US	11/1/2004	5,325	5,325	Old Computer Equipment - 2005 and Older
US	11/1/2004	2,386	2,386	Old Computer Equipment - 2005 and Older
US	12/1/2004	3,088	3,088	Old Computer Equipment - 2005 and Older
US	1/1/2005	10,778	10,778	Old Computer Equipment - 2005 and Older
US	2/1/2005	3,190	3,190	Old Computer Equipment - 2005 and Older
US	3/1/2005	10,819	10,819	Old Computer Equipment - 2005 and Older
US	3/1/2005	6,872	6,872	Old Computer Equipment - 2005 and Older
US	5/10/2005	2,360	2,360	Old Computer Equipment - 2005 and Older
US	5/11/2005	7,098	7,098	Old Computer Equipment - 2005 and Older
US	5/11/2005	7,098	7,098	Old Computer Equipment - 2005 and Older
US	5/11/2005	5,913	5,913	Old Computer Equipment - 2005 and Older
US	5/13/2005	2,914	2,914	Old Computer Equipment - 2005 and Older
US	7/14/2005	4,240	4,240	Old Computer Equipment - 2005 and Older
US	7/15/2005	2,412	2,412	Old Computer Equipment - 2005 and Older
US	8/14/2005	2,198	2,198	Old Computer Equipment - 2005 and Older
US	8/15/2005	3,162	3,162	Old Computer Equipment - 2005 and Older
US	9/4/2005	3,258	3,258	Old Computer Equipment - 2005 and Older
US	9/23/2005	2,055	2,055	Old Computer Equipment - 2005 and Older
US	10/27/2005	2,254	2,254	Old Computer Equipment - 2005 and Older
US	11/18/2005	2,395	2,395	Old Computer Equipment - 2005 and Older
US	11/21/2005	4,046	4,046	Old Computer Equipment - 2005 and Older
US	11/21/2005	4,046	4,046	Old Computer Equipment - 2005 and Older
US	11/22/2005	3,589	3,589	Old Computer Equipment - 2005 and Older
US	12/1/2005	5,643	5,643	Old Computer Equipment - 2005 and Older
US	1/1/2006	2,132	2,132
US	3/2/2006	2,404	2,404
US	3/24/2006	2,065	2,065
US	3/24/2006	2,065	2,065
US	5/4/2006	3,317	3,317
US	5/12/2006	2,956	2,956
US	6/6/2006	10,935	10,935
US	6/7/2006	6,172	6,172
US	6/7/2006	6,172	6,172
US	7/10/2006	3,167	3,167
US	7/10/2006	3,167	3,167
US	8/11/2006	2,700	2,700
US	8/18/2006	3,127	3,127
US	8/29/2006	2,675	2,675
US	9/1/2006	2,685	2,685
US	10/19/2006	3,601	3,601
US	11/12/2006	2,252	2,252
US	11/16/2006	6,310	6,310
US	11/20/2006	2,950	2,950
US	11/20/2006	2,950	2,950
US	12/14/2006	5,298	5,298
US	1/16/2007	2,215	2,215
US	2/12/2007	5,150	5,150
US	2/22/2007	2,996	2,996
US	4/6/2007	37,920	37,920
US	4/11/2007	4,386	4,386
US	4/11/2007	4,186	4,186
US	4/17/2007	4,878	4,878
US	5/1/2007	2,834	2,834
US	5/1/2007	14,714	14,714
US	5/1/2007	3,495	3,495
US	5/1/2007	3,454	3,454
US	5/1/2007	2,918	2,918
US	5/1/2007	2,834	2,834
US	5/3/2007	5,776	5,776

Page 3 of 7

Draft Preliminary - For Discussion Purposes Only!

935	500-30	000934	APPLE MAC iBOOK	CE	Computer Equipment	6/1/2007	2,448	APPLE MAC iBOOK
482	220-00	000944	ALIENWARE MJ-12 8550i Rack Mount PF Demo	CE	Computer Equipment	7/19/2007	5,990	ALIENWARE MJ-12 8550i Rack Mount PF Demo
938	150-30	000940	HP PAVILION DV9000T NOTEBOOK	CE	Computer Equipment	8/25/2007	2,855	HP PAVILION DV9000T NOTEBOOK
940	300-30	000947	HP COMPAQ NC8430 NOTEBOOK	CE	Computer Equipment	9/18/2007	2,855	HP COMPAQ NC8430 NOTEBOOK
64	500-40	001527	Dell Poweredge 1950 Server	CE	Computer Equipment	11/15/2007	4,762	Dell Poweredge 1950 Server
943	300-30	001517	HP Desktop PC DC7800 w/monitor	CE	Computer Equipment	11/19/2007	2,341	HP Desktop PC DC7800 w/monitor
493	840-00	001525	Quad Core Xeon E5450 Dell 1950 Server	CE	Computer Equipment	11/27/2007	6,162	Quad Core Xeon E5450 Dell 1950 Server
946	400-30	001530	Pageflex Trade Show Server	CE	Computer Equipment	12/19/2007	3,454	Pageflex Trade Show Server
947	300-30	001532	HP Pavilion DV9500 Notebook	CE	Computer Equipment	12/19/2007	2,809	HP Pavilion DV9500 Notebook
496	810-00	001531	HP dc7800 Desktop computer	CE	Computer Equipment	12/19/2007	2,094	HP dc7800 Desktop computer
948	310-30	001539	HP Direct HP DC7800 Desktop	CE	Computer Equipment	1/1/2008	2,030	HP Direct HP DC7800 Desktop
498	800-00	001538	HP DC7800 Desktop	CE	Computer Equipment	1/7/2008	2,069	HP DC7800 Desktop
952	310-30	001543	HP-DC 7800 Desktop	CE	Computer Equipment	2/11/2008	2,364	HP-DC 7800 Desktop
956	500-30	001552	CDW-Apple MacBook Pro 2.4GHz	CE	Computer Equipment	3/17/2008	2,097	CDW-Apple MacBook Pro 2.4GHz
957	150-30	001551	Nextron Server Box	CE	Computer Equipment	3/19/2008	3,862	Nextron Server Box
500	840-00	50016	Dell PE 1950 Server	CE	Computer Equipment	4/3/2008	3,487	Dell PE 1950 Server
501	800-00	001553	HP Compaq 8510P Notebook	CE	Computer Equipment	4/17/2008	2,269	HP Compaq 8510P Notebook
958	300-30	001555	Newegg parts for PF Services Server	CE	Computer Equipment	4/28/2008	2,771	Newegg parts for PF Services Server
962	500-30	001556	Newegg parts for QA Server for Pageflex	CE	Computer Equipment	4/30/2008	3,413	Newegg parts for QA Server for Pageflex
959	500-30	500119	Apple MAcbook Pro notebook	CE	Computer Equipment	4/30/2008	3,073	Apple MAcbook Pro notebook
961	500-30	500121	HP Direct 8510P LAPTOP	CE	Computer Equipment	4/30/2008	3,014	HP Direct 8510P LAPTOP
960	500-30	500120	Apple IMAC notebook	CE	Computer Equipment	4/30/2008	2,445	Apple IMAC notebook
966	500-30	001561	HP 8510P Notebook for Costas Kitsos	CE	Computer Equipment	5/27/2008	2,132	HP 8510P Notebook for Costas Kitsos
967	400-30	001562	Newegg Marketing Server (PF)	CE	Computer Equipment	5/31/2008	3,203	Newegg Marketing Server (PF)
503	840-00	500122	Dell Server for Myfonts Back-Up	CE	Computer Equipment	6/1/2008	3,890	Dell Server for Myfonts Back-Up
970	310-30	001565	Newegg PF Support Server	CE	Computer Equipment	6/20/2008	3,362	Newegg PF Support Server
969	500-30	001564	Apple iMac for Peter Davis	CE	Computer Equipment	6/20/2008	2,058	Apple iMac for Peter Davis
971	500-30	001568	Hewlett Packard DC 7800 Desktop Computer	CE	Computer Equipment	9/11/2008	2,361	Hewlett Packard DC 7800 Desktop Computer
505	840-00	001569	P640 Messaging Gateway	CE	Computer Equipment	1/31/2009	8,050	P640 Messaging Gateway
506	840-00	001572	Dell Mail Server - Power Edge R300	CE	Computer Equipment	4/20/2009	3,080	Dell Mail Server - Power Edge R300
974	500-30	001573	HP - DC 7900 desktop PC mini tower	CE	Computer Equipment	6/22/2009	2,281	HP - DC 7900 desktop PC mini tower
1018	350-30	001719	THINKMATE TWX XS8-2410	CE	Computer Equipment	10/5/2009	7,596	THINKMATE TWX XS8-2410
1019	350-30	001720	THINKMATE TWX XS8-2410	CE	Computer Equipment	10/5/2009	7,596	THINKMATE TWX XS8-2410
1020	350-30	001721	THINKMATE TWX XS8-2410	CE	Computer Equipment	10/5/2009	7,569	THINKMATE TWX XS8-2410
1021	350-30	001722	THINKMATE TWX XS8-2410	CE	Computer Equipment	10/5/2009	7,569	THINKMATE TWX XS8-2410
1026	350-30	001732	2U Thinkmate Server	CE	Computer Equipment	11/24/2009	6,715	2U Thinkmate Server
1029	350-30	001744	Thinkmate Backup Server PF ASP	CE	Computer Equipment	12/16/2009	3,375	Thinkmate Backup Server PF ASP
1034	150-30	001826	Dell Latitude Notebook	CE	Computer Equipment	1/26/2010	2,691	Dell Latitude Notebook
65	500-40	001851	MacBook Pro 17”	CE	Computer Equipment	4/1/2010	2,417	MacBook Pro 17”
1044	400-30	001872	HP Elitebook 8540WMobile Workstation	CE	Computer Equipment	6/3/2010	2,656	HP Elitebook 8540WMobile Workstation
1042	160-30	001870	HP Elitebook 8540WMobile Workstation	CE	Computer Equipment	6/3/2010	2,656	HP Elitebook 8540WMobile Workstation
1043	300-30	001871	HP Elitebook 8540WMobile Workstation	CE	Computer Equipment	6/3/2010	2,656	HP Elitebook 8540WMobile Workstation
66	500-40	001876	Macintosh MacBook Pro 15.4”	CE	Computer Equipment	6/14/2010	2,473	Macintosh MacBook Pro 15.4”
636	840-00	001901	Dell Latitude E6410	CE	Computer Equipment	9/16/2010	2,292	Dell Latitude E6410
1049	150-30	001894	Dell Latitude E6410 Laptop	CE	Computer Equipment	9/22/2010	2,201	Dell Latitude E6410 Laptop
644	840-00	001895	Dell R710 2U Server	CE	Computer Equipment	9/24/2010	8,673	Dell R710 2U Server
67	170-40	001912	Apple MacBook Pro	CE	Computer Equipment	10/10/2010	2,874	Apple MacBook Pro
68	170-40	001904	Dell Precision M6500	CE	Computer Equipment	10/27/2010	2,908	Dell Precision M6500
651	840-00	001916	Dell R410 1U Server	CE	Computer Equipment	2/16/2011	2,442	Dell R410 1U Server
652	840-00	001930	Server System	CE	Computer Equipment	4/29/2011	39,363	Server System
653	840-00	001931	Server Standard Disk Option	CE	Computer Equipment	4/29/2011	6,694	Server Standard Disk Option
654	840-00	001932	Cisco Firewall	CE	Computer Equipment	5/2/2011	2,818	Cisco Firewall
655	840-00	1934	Cisco Firewall	CE	Computer Equipment	5/2/2011	2,818	Cisco Firewall
656	840-00	001933	Catalyst 6500 w/Jumbo Frame	CE	Computer Equipment	5/12/2011	4,267	Catalyst 6500 w/Jumbo Frame
657	840-00	001935	Dell PowerEdge R310 Server	CE	Computer Equipment	6/10/2011	3,957	Dell PowerEdge R310 Server
717	400-30	001034	Trade show booth w/ modifications	FF	Furniture & Fixtures	12/1/1988	37,625	Trade show booth w/ modifications
733	400-30	001078	TRADE SHOW BOOTH [FOLIO EXHIBITS 3-98]	FF	Furniture & Fixtures	1/1/1998	88,940	TRADE SHOW BOOTH [FOLIO EXHIBITS 3-98]
746	400-30	001086	Carpet-Booth reclassed from Arch April	FF	Furniture & Fixtures	4/1/1998	2,479	Carpet-Booth reclassed from Arch April
789	400-30	001079	Oct 99 booth Signage	FF	Furniture & Fixtures	9/15/1999	2,282	Oct 99 booth Signage
841	400-30	001265	PF TRADE SHOW BOOTH -ONPOINT VISUALS	FF	Furniture & Fixtures	3/24/2003	7,592	PF TRADE SHOW BOOTH -ONPOINT VISUALS
884	400-30	001325	PF- Trade Show Booth- new images & graph	FF	Furniture & Fixtures	4/26/2006	7,859	PF- Trade Show Booth- new images & graph
899	400-30	001344	PF- 20	FF	Furniture & Fixtures	9/6/2006	11,558	PF- 20
937	400-30	000936	Trade Show Booth - Pageflex	FF	Furniture & Fixtures	8/7/2007	15,340	Trade Show Booth - Pageflex
486	840-00	001514	CUSTOM RECEPTION DESK	FF	Furniture & Fixtures	9/1/2007	12,964	CUSTOM RECEPTION DESK
488	840-00	001508	RECEPTION CHAIR - BLUE	FF	Furniture & Fixtures	9/7/2007	2,264	RECEPTION CHAIR - BLUE
489	840-00	001507	RECEPTION CHAIR - BLUE	FF	Furniture & Fixtures	9/7/2007	2,264	RECEPTION CHAIR - BLUE
502	840-00	001560	67 Chairs	FF	Furniture & Fixtures	5/27/2008	19,145	67 Chairs
508	800-00	001637	EXECUTIVE DESK	FF	Furniture & Fixtures	9/1/2009	8,577	EXECUTIVE DESK
521	810-00	001650	EXECUTIVE DESK	FF	Furniture & Fixtures	9/1/2009	8,577	EXECUTIVE DESK
584	500-20	001617	EXECUTIVE DESK	FF	Furniture & Fixtures	9/1/2009	7,915	EXECUTIVE DESK
1002	500-30	001621	EXECUTIVE DESK	FF	Furniture & Fixtures	9/1/2009	7,915	EXECUTIVE DESK

US	6/1/2007	2,448	2,448
US	7/19/2007	5,990	5,990
US	8/25/2007	2,855	2,855
US	9/18/2007	2,855	2,855
US	11/15/2007	4,762	4,762
US	11/19/2007	2,341	2,341
US	11/27/2007	6,162	6,162
US	12/19/2007	3,454	3,454
US	12/19/2007	2,809	2,809
US	12/19/2007	2,094	2,094
US	1/1/2008	2,030	2,030
US	1/7/2008	2,069	2,069
US	2/11/2008	2,364	2,364
US	3/17/2008	2,097	2,097
US	3/19/2008	3,862	3,862
US	4/3/2008	3,487	3,487
US	4/17/2008	2,269	2,269
US	4/28/2008	2,771	2,771
US	4/30/2008	3,413	3,413
US	4/30/2008	3,073	3,073
US	4/30/2008	3,014	3,014
US	4/30/2008	2,445	2,445
US	5/27/2008	2,132	2,132
US	5/31/2008	3,203	3,203
US	6/1/2008	3,890	3,890
US	6/20/2008	3,362	3,362
US	6/20/2008	2,058	2,058
US	9/11/2008	2,361	2,361
US	1/31/2009	8,050	8,050
US	4/20/2009	3,080	3,080
US	6/22/2009	2,281	2,281
US	10/5/2009	7,596	7,596
US	10/5/2009	7,596	7,596
US	10/5/2009	7,569	7,569
US	10/5/2009	7,569	7,569
US	11/24/2009	6,715	6,715
US	12/16/2009	3,375	3,375
US	1/26/2010	2,691	2,691
US	4/1/2010	2,417	2,417
US	6/3/2010	2,656	2,656
US	6/3/2010	2,656	2,656
US	6/3/2010	2,656	2,656
US	6/14/2010	2,473	2,473
US	9/16/2010	2,292	2,292
US	9/22/2010	2,201	2,201
US	9/24/2010	8,673	8,673
US	10/10/2010	2,874	2,874
US	10/27/2010	2,908	2,908
US	2/16/2011	2,442	2,442
US	4/29/2011	39,363	39,363
US	4/29/2011	6,694	6,694
US	5/2/2011	2,818	2,818
US	5/2/2011	2,818	2,818
US	5/12/2011	4,267	4,267
US	6/10/2011	3,957	3,957
US	12/1/1988	37,625	37,625	Old Furniture & Fixtures - 1998 and Older	P = Poor	Old Trade show Booth	NIS = Not in Service; Non Operational
US	1/1/1998	88,940	88,940	Old Furniture & Fixtures - 1998 and Older	P = Poor	Old Trade show Booth	NIS = Not in Service; Non Operational
US	4/1/1998	2,479	2,479	Old Furniture & Fixtures - 1998 and Older	P = Poor	Old Trade show Booth	NIS = Not in Service; Non Operational
US	9/15/1999	2,282	2,282		P = Poor	Old Trade show Booth	NIS = Not in Service; Non Operational
US	3/24/2003	7,592	7,592		P = Poor	Old Trade show Booth	NIS = Not in Service; Non Operational
US	4/26/2006	7,859	7,859
US	9/6/2006	11,558	11,558
US	8/7/2007	15,340	15,340
US	9/1/2007	12,964	12,964
US	9/7/2007	2,264	2,264
US	9/7/2007	2,264	2,264
US	5/27/2008	19,145	19,145
US	9/1/2009	8,577	8,577
US	9/1/2009	8,577	8,577
US	9/1/2009	7,915	7,915
US	9/1/2009	7,915	7,915

Page 4 of 7

Draft Preliminary - For Discussion Purposes Only!

569	840-00	001699	CONFERENCE TABLE	FF	Furniture & Fixtures	9/1/2009	5,591	CONFERENCE TABLE
535	840-00	001665	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
536	840-00	001666	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
537	840-00	001667	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
538	840-00	001668	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
539	840-00	001669	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
540	840-00	001670	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
541	840-00	001671	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
542	840-00	001672	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
581	300-20	001594	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
999	400-30	001612	WORKSTATION	FF	Furniture & Fixtures	9/1/2009	3,281	WORKSTATION
568	840-00	001698	CREDENZA	FF	Furniture & Fixtures	9/1/2009	3,218	CREDENZA
514	800-00	001643	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
516	800-00	001645	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
531	840-00	001660	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
532	840-00	001661	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
533	840-00	001663	BUILT-IN DESK-OFFICE 2013	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT-IN DESK-OFFICE 2013
534	840-00	001664	BUILT-IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT-IN DESK
572	120-10	001579	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
573	120-10	001580	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
574	400-10	001609	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
575	400-10	001610	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
577	300-20	001590	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
578	300-20	001591	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
579	300-20	001592	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
580	300-20	001593	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
585	500-20	001618	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
662	400-40	001613	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
663	400-40	001715	Built in desk	FF	Furniture & Fixtures	9/1/2009	3,005	Built in desk
978	150-30	001583	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
979	150-30	001584	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
980	300-30	001585	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
981	150-30	001586	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
982	300-30	001587	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
983	150-30	001588	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
985	500-30	001596	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
986	500-30	001597	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
987	300-30	001598	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
988	300-30	001599	BUILT-IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT-IN DESK
995	310-30	001606	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
996	310-30	001607	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
997	500-30	001608	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
998	400-30	001611	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
1010	500-30	001629	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
1011	500-30	001630	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
1012	500-30	001631	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
1013	500-30	001632	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
1014	500-30	001633	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	3,005	BUILT IN DESK
507	220-00	001589	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
511	800-00	001640	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
512	800-00	001641	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
513	800-00	001642	BUILT IN OFFICE	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN OFFICE
515	800-00	001644	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
522	840-00	001651	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
523	840-00	001652	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
524	840-00	001653	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
525	840-00	001654	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
526	840-00	001655	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
527	840-00	001656	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
528	840-00	001657	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
529	840-00	001658	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
530	840-00	001659	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
571	120-10	001578	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
576	500-10	001614	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
976	150-30	001581	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
977	150-30	001582	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
984	300-30	001595	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
989	310-30	001600	BUILT-IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT-IN DESK
990	310-30	001601	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
991	310-30	001602	BUILT -IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT -IN DESK
992	310-30	001603	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK

US	9/1/2009	5,591	5,591
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,281	3,281
US	9/1/2009	3,218	3,218
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	3,005	3,005
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900

Page 5 of 7

Draft Preliminary - For Discussion Purposes Only!

993	310-30	001604	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
994	310-30	001605	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1003	500-30	001622	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1004	500-30	001623	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1005	500-30	001624	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1006	500-30	001625	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1007	500-30	001626	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1008	500-30	001627	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1009	500-30	001628	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1016	590-30	001635	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
1017	590-30	001636	BUILT IN DESK	FF	Furniture & Fixtures	9/1/2009	2,900	BUILT IN DESK
567	840-00	001697	MEDIA CENTER	FF	Furniture & Fixtures	9/1/2009	2,823	MEDIA CENTER
1015	500-30	001634	LAB BUILT IN WORKSURFACE	FF	Furniture & Fixtures	9/1/2009	2,637	LAB BUILT IN WORKSURFACE
509	800-00	001638	FILE CABINET UNIT	FF	Furniture & Fixtures	9/1/2009	2,540	FILE CABINET UNIT
518	810-00	001647	STROAGE CABINET	FF	Furniture & Fixtures	9/1/2009	2,389	STROAGE CABINET
519	810-00	001648	CONFERENCE TABLE (BOAT)	FF	Furniture & Fixtures	9/1/2009	2,258	CONFERENCE TABLE (BOAT)
520	810-00	001649	CREDENZA	FF	Furniture & Fixtures	9/1/2009	2,153	CREDENZA
589	840-00	001713	MARLBORO- CABLING	LI	Leasehold Improvements	9/1/2009	38,854	MARLBORO- CABLING
586	840-00	001710	MARLBORO BUILT-OUT	LI	Leasehold Improvements	9/1/2009	23,746	MARLBORO BUILT-OUT
590	840-00	001714	MARLBORO TELEPHONE WIRING	LI	Leasehold Improvements	9/1/2009	13,347	MARLBORO TELEPHONE WIRING
587	840-00	001711	MARLBORO SECURITY SYSTEM	LI	Leasehold Improvements	9/1/2009	2,900	MARLBORO SECURITY SYSTEM
599	840-00	001725	Normandy Build Out Change Orders	LI	Leasehold Improvements	11/1/2009	2,879	Normandy Build Out Change Orders
602	840-00	001825	Exterior Building ID Signage	LI	Leasehold Improvements	2/1/2010	3,945	Exterior Building ID Signage
624	800-00	001863	Interior Employee Nameplates	LI	Leasehold Improvements	5/25/2010	2,971	Interior Employee Nameplates
309	220-00	000661	MediaForm Duplicator/Signal #11342	ME	Machinery & Equipment	3/1/1999	3,987	MediaForm Duplicator/Signal #11342
340	220-00	000710	Perfect Image 2000 Amigo CDR Label Print	ME	Machinery & Equipment	6/16/2000	12,516	Perfect Image 2000 Amigo CDR Label Print
499	840-00	001535	Cummings M556 Shredder	ME	Machinery & Equipment	1/9/2008	2,479	Cummings M556 Shredder
601	220-00	001726	DVD Producer III 6100 - Everest 600	ME	Machinery & Equipment	11/30/2009	18,222	DVD Producer III 6100 - Everest 600
648	840-00	001903	10 Ton Liebert	ME	Machinery & Equipment	10/26/2010	27,838	10 Ton Liebert
325	840-00	000671	Canon GP200S Digital Copier	OE	Office Equipment	9/24/1999	6,017	Canon GP200S Digital Copier
366	840-00	000762	Canon IR5000 Copier C500Y MPL00795 SCANN	OE	Office Equipment	9/28/2001	12,600	Canon IR5000 Copier C500Y MPL00795 SCANN
485	840-00	000942	NEC PHONE SYSTEM with PHONES	OE	Office Equipment	8/31/2007	49,498	NEC PHONE SYSTEM with PHONES
594	840-00	001705	SAMSUNG LCD TV 55”	OE	Office Equipment	9/1/2009	2,337	SAMSUNG LCD TV 55”
593	840-00	001704	SAMSUNG LCD TV 52”	OE	Office Equipment	9/1/2009	2,337	SAMSUNG LCD TV 52”
95	840-00	000416	Novell NS68B Server 183 MB system	PS	Purchased Software	7/3/1987	18,477	Novell NS68B Server 183 MB system
97	840-00	000419	Novell ND52 server sys w/140MB DiskDr.	PS	Purchased Software	7/3/1987	13,907	Novell ND52 server sys w/140MB DiskDr.
96	840-00	000417	SBT software package w/in Server	PS	Purchased Software	7/3/1987	3,535	SBT software package w/in Server
101	840-00	000418	Computer Software	PS	Purchased Software	10/1/1987	6,000	Computer Software
4	500-40	001355	Software (various-Sampo 1990)	PS	Purchased Software	6/30/1990	5,236	Software (various-Sampo 1990)
186	840-00	000436	Accounting Software upgrade	PS	Purchased Software	9/1/1995	6,764	Accounting Software upgrade
218	840-00	000443	Word& Excel siftware on network	PS	Purchased Software	5/1/1996	6,973	Word& Excel siftware on network
241	840-00	000450	Software Visual Single User License	PS	Purchased Software	7/1/1996	2,506	Software Visual Single User License
240	840-00	000449	Software Visual for C++ W/online DOC	PS	Purchased Software	7/1/1996	2,279	Software Visual for C++ W/online DOC
255	840-00	000437	Act 3.0 win95 nt	PS	Purchased Software	2/1/1997	2,525	Act 3.0 win95 nt
262	820-00	000421	CMS Stock Option Software	PS	Purchased Software	6/1/1997	10,115	CMS Stock Option Software
272	840-00	000447	LICENSE DEVELOPER/2000 SUN EQUIP.	PS	Purchased Software	7/1/1997	4,995	LICENSE DEVELOPER/2000 SUN EQUIP.
304	840-00	000435	Explorer Developmer Kit	PS	Purchased Software	4/1/1998	4,225	Explorer Developmer Kit
750	500-30	001114	Misc Software / Powerbook AMHE# 346882	PS	Purchased Software	10/1/1998	2,078	Misc Software / Powerbook AMHE# 346882
753	400-30	001117	Software from Amherst #353386	PS	Purchased Software	11/1/1998	2,580	Software from Amherst #353386
756	500-30	001116	Visual Quantify- 5 usrs	PS	Purchased Software	2/1/1999	2,996	Visual Quantify- 5 usrs
772	310-30	001120	ADOBE & Quark Ex. Gateway CPU	PS	Purchased Software	4/1/1999	2,257	ADOBE & Quark Ex. Gateway CPU
776	500-30	001119	Silktest SST/SRG/SBT v5.0 & extension w/	PS	Purchased Software	5/31/1999	10,118	Silktest SST/SRG/SBT v5.0 & extension w/
323	800-00	000422	Best Fixed Asset Acctg w/SBT link	PS	Purchased Software	8/16/1999	3,369	Best Fixed Asset Acctg w/SBT link
791	500-30	001170	C++ Site License ( 1/2 Pageflex & 1/2 Bi	PS	Purchased Software	11/5/1999	11,688	C++ Site License ( 1/2 Pageflex & 1/2 Bi
335	840-00	000677	Visual C++ Site License (1/2 Pageflex an	PS	Purchased Software	12/1/1999	11,687	Visual C++ Site License (1/2 Pageflex an
812	500-30	001206	Rational - Purify for windows NT 3 licen	PS	Purchased Software	4/14/2000	2,355	Rational - Purify for windows NT 3 licen
826	500-30	001225	Microsoft Office Prof. 2000	PS	Purchased Software	7/26/2000	2,583	Microsoft Office Prof. 2000
350	840-00	000736	NORTON ANTI VIRUS SITE LICENSE	PS	Purchased Software	12/22/2000	2,055	NORTON ANTI VIRUS SITE LICENSE
369	840-00	000766	UNIX Veritas Volume Manager- Mail Server	PS	Purchased Software	10/22/2001	3,008	UNIX Veritas Volume Manager- Mail Server
838	150-30	001259	SALES LOGIX	PS	Purchased Software	2/2/2003	2,753	SALES LOGIX
435	840-00	000850	GREAT PLAINS FINANCE PACKAGE	PS	Purchased Software	1/1/2005	50,807	GREAT PLAINS FINANCE PACKAGE
860	310-30	001297	SALES LOGIX 3 USER LICENSE	PS	Purchased Software	3/1/2005	3,134	SALES LOGIX 3 USER LICENSE
446	840-00	000863	SalesLogix Advanced Sales Client (4)	PS	Purchased Software	7/26/2005	4,699	SalesLogix Advanced Sales Client (4)
870	310-30	001307	SALES LOGIX 3 USER LICENSE	PS	Purchased Software	10/26/2005	3,134	SALES LOGIX 3 USER LICENSE
460	840-00	000867	MS Office 12 Licenses PRO ENT 2003	PS	Purchased Software	2/10/2006	5,481	MS Office 12 Licenses PRO ENT 2003
893	150-30	001334	SALES LOGIX- 3 USER LICENSE CLIENTS	PS	Purchased Software	7/25/2006	2,504	SALES LOGIX- 3 USER LICENSE CLIENTS
466	840-00	000879	DISKeeper 10 PRO 100-249 User License	PS	Purchased Software	7/31/2006	3,780	DISKeeper 10 PRO 100-249 User License
907	150-30	000887	ADOBE CREATIVE SUITE	PS	Purchased Software	1/1/2007	2,308	ADOBE CREATIVE SUITE
922	300-30	000890	WINDOWS PRO UPGRADES FOR TRAINING ROOM	PS	Purchased Software	3/2/2007	3,171	WINDOWS PRO UPGRADES FOR TRAINING ROOM
471	840-00	000910	BACKUP SYSTEm SOFTWARE	PS	Purchased Software	3/30/2007	28,938	BACKUP SYSTEm SOFTWARE
479	840-00	000912	Windows Server	PS	Purchased Software	5/11/2007	2,845	Windows Server

US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,900	2,900
US	9/1/2009	2,823	2,823
US	9/1/2009	2,637	2,637
US	9/1/2009	2,540	2,540
US	9/1/2009	2,389	2,389
US	9/1/2009	2,258	2,258
US	9/1/2009	2,153	2,153
US	9/1/2009	38,854	38,854
US	9/1/2009	23,746	23,746
US	9/1/2009	13,347	13,347
US	9/1/2009	2,900	2,900
US	11/1/2009	2,879	2,879
US	2/1/2010	3,945	3,945
US	5/25/2010	2,971	2,971
US	3/1/1999	3,987	3,987
US	6/16/2000	12,516	12,516
US	1/9/2008	2,479	2,479
US	11/30/2009	18,222	18,222
US	10/26/2010	27,838	27,838
US	9/24/1999	6,017	6,017	Old Office Equipment - 2001 and Older
US	9/28/2001	12,600	12,600	Old Office Equipment - 2001 and Older
US	8/31/2007	49,498	49,498
US	9/1/2009	2,337	2,337
US	9/1/2009	2,337	2,337
US	7/3/1987	18,477	18,477	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	7/3/1987	13,907	13,907	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	7/3/1987	3,535	3,535	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	10/1/1987	6,000	6,000	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	6/30/1990	5,236	5,236	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	9/1/1995	6,764	6,764	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	5/1/1996	6,973	6,973	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	7/1/1996	2,506	2,506	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	7/1/1996	2,279	2,279	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	2/1/1997	2,525	2,525	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	6/1/1997	10,115	10,115	Old Purchased Software - 2005 and Older	F = Fair	A = Active
US	7/1/1997	4,995	4,995	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	4/1/1998	4,225	4,225	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	10/1/1998	2,078	2,078	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	11/1/1998	2,580	2,580	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	2/1/1999	2,996	2,996	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	4/1/1999	2,257	2,257	Old Purchased Software - 2005 and Older
US	5/31/1999	10,118	10,118	Old Purchased Software - 2005 and Older
US	8/16/1999	3,369	3,369	Old Purchased Software - 2005 and Older	S = Scrap	NIS = Not in Service; Non Operational
US	11/5/1999	11,688	11,688	Old Purchased Software - 2005 and Older
US	12/1/1999	11,687	11,687	Old Purchased Software - 2005 and Older
US	4/14/2000	2,355	2,355	Old Purchased Software - 2005 and Older
US	7/26/2000	2,583	2,583	Old Purchased Software - 2005 and Older
US	12/22/2000	2,055	2,055	Old Purchased Software - 2005 and Older
US	10/22/2001	3,008	3,008	Old Purchased Software - 2005 and Older
US	2/2/2003	2,753	2,753	Old Purchased Software - 2005 and Older
US	1/1/2005	50,807	50,807	Old Purchased Software - 2005 and Older
US	3/1/2005	3,134	3,134	Old Purchased Software - 2005 and Older
US	7/26/2005	4,699	4,699	Old Purchased Software - 2005 and Older
US	10/26/2005	3,134	3,134	Old Purchased Software - 2005 and Older
US	2/10/2006	5,481	5,481
US	7/25/2006	2,504	2,504
US	7/31/2006	3,780	3,780
US	1/1/2007	2,308	2,308
US	3/2/2007	3,171	3,171
US	3/30/2007	28,938	28,938
US	5/11/2007	2,845	2,845

Page 6 of 7

Draft Preliminary - For Discussion Purposes Only!

936	310-30	000915	RightNow Telephone Software	PS	Purchased Software	6/1/2007	14,600	RightNow Telephone Software
487	800-00	000937	Great Plains Fixed Asset Software	PS	Purchased Software	9/1/2007	7,244	Great Plains Fixed Asset Software
491	840-00	001512	3 SalesLogix Licenses	PS	Purchased Software	10/1/2007	2,027	3 SalesLogix Licenses
492	840-00	001522	Symantec Antivirus Corp Edition 10.2	PS	Purchased Software	11/2/2007	2,719	Symantec Antivirus Corp Edition 10.2
494	840-00	001528	5 SalesLogix Client Licenses	PS	Purchased Software	12/6/2007	3,649	5 SalesLogix Client Licenses
495	800-00	001533	Rockton Security Software	PS	Purchased Software	12/7/2007	5,265	Rockton Security Software
497	840-00	001534	THG Sales Logix Server & Licenses	PS	Purchased Software	1/2/2008	9,202	THG Sales Logix Server & Licenses
622	840-00	001827	ComVault Upgrade	PS	Purchased Software	3/1/2010	4,126	ComVault Upgrade
647	840-00	001911	MS Visual Studio Professional 2010	PS	Purchased Software	10/20/2010	2,052	MS Visual Studio Professional 2010
1056	400-30	001936	Adobe CS5.5 Master Collection	PS	Purchased Software	6/13/2011	2,504	Adobe CS5.5 Master Collection
X	X	X	X	X	X	X	X	X
								Totals

US	6/1/2007	14,600	14,600
US	9/1/2007	7,244	7,244
US	10/1/2007	2,027	2,027
US	11/2/2007	2,719	2,719
US	12/6/2007	3,649	3,649
US	12/7/2007	5,265	5,265
US	1/2/2008	9,202	9,202
US	3/1/2010	4,126	4,126
US	10/20/2010	2,052	2,052
US	6/13/2011	2,504	2,504
X	X	X	X	X	X	X	X	X

Page 7 of 7

Schedule 1(a)(iii)

Accounts Receivable

System:	DETAIL HISTORICAL AGED TRIAL BALANCE	11/9/2011	5:03:37 PM	Page:	1	User Date:	11/9/2011	User ID:	cnelson
Bitstream
Receivables Management
Ranges:	Customer ID:	First - Last	Customer Type:	First - Last	State:	First - Last
Customer Class:	First - Last	Customer Name:	First - Last	Telephone:	First - Last	Salesperson ID:	First - Last	Short Name:	First - Last	ZIP Code:	First - Last
Sales Territory:	First - Last	Posting Date:	First - 11/9/2011
Account Type:	All	Customer:	by Customer ID	Aging Date:	11/9/2011	Document:	by Document Number
	Exclude:	Zero Balance, No Activity, Fully Paid Documents, Unposted Applied Credit Documents, Multicurrency  Info
* - Indicates an unposted credit document that has been applied.
Document Number	Type	Date	Amount	Current	1 - 30 Days	31 - 59 Days	60 - 89 Days	90 - 119 Days	120+ Days		Product
Customer:	ACCULINK	Name:	AccuCopy of Greenville, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	LWENG-E	Credit:
Territory:	Contact:		US-EAST			Terms:	Phone:	(252) 321-5805 Ext. 0321	NET30
PYMNT000000003905	PMT	11/18/2008	($2,400.00)						($1,800.00)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	($1,800.00)	($1,800.00)	PF
Customer:	ALLIEDPRINTCO	Name:	Allied Printing Company	Account Type:	Open Item
Unlimited	Customer Type:	Pageflex	Salesperson:	TBRAN-N	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(248) 582-5081 Ext. 0000	NET30
INV-150219	SLS	9/20/2011	$100,000.00	$100,000.00
Balance
Totals:				$100,000.00	$0.00	$0.00	$0.00	$0.00	$0.00	$100,000.00	PF
Customer:	BAKRIETELECOM	Name:	PT Bakrie Telecom	Account Type:	Open Item
Unlimited	Customer Type:	OEM	Salesperson:	HOUSE-DIR	Credit:
Territory:	Contact:	Attn: Accounts Payable	ASIA			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET30
INV-149110	SLS	12/28/2010	$55,000.00						$55,000.00
INV-149463	SLS	3/31/2011	$35,000.00						$35,000.00
INV-150291	SLS	9/30/2011	$70,000.00		$70,000.00
Balance
Totals:				$0.00	$70,000.00	$0.00	$0.00	$0.00	$90,000.00	$160,000.00	BOLT
Customer:	BUSCARDEXPRESS	Name:	Business Card Express	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	BOBN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(919) 467-8895 Ext. 0000	NET60
INV-148894	SLS	3/21/2011	$6,000.00						$6,000.00
	PYMNT000000009343	3/21/2011						($500.00)
	PYMNT000000010783	7/14/2011						($500.00)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	$5,000.00	$5,000.00	PF

Customer:	CGXMEDIA	Name:	CGXSolutions	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	LWENG-E	Credit:	$25,000.00
Territory:	Contact:	Attn: TSSG Accounts Payable	US-WEST			Terms:	Phone:	(713) 787-0977 Ext. 0000	NET30
INV-150075	SLS	8/31/2011	$10,717.20			$10,717.20
INV-150181	SLS	8/31/2011	$2,165.00			$2,165.00
INV-150244	SLS	9/23/2011	$42,217.50		$42,217.50
INV-150263	SLS	9/29/2011	$73,068.75		$73,068.75
INV-150268	SLS	9/30/2011	$1,082.50		$1,082.50
INV-150369	SLS	10/24/2011	$8,118.75	$8,118.75
Balance
Totals:				$8,118.75	$116,368.75	$12,882.20	$0.00	$0.00	$0.00	$137,369.70	PF
Customer:	COMAC	Name:	Iron Mountain Fulfillment Services, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	BOBN-E	Credit:
Territory:	Contact:	Attn: Sharon Moore	US-WEST			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET30
PYMNT000000005634	PMT	11/6/2009	($4,000.00)						($1,000.00)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	($1,000.00)	($1,000.00)	PF
Customer:	CONVERSEN	Name:	Conversen, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	BOBN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(781) 425-1100 Ext. 0000	NET60
INV-148726	SLS	9/16/2011	$8,500.00			$8,500.00
PYMNT000000011038		9/16/2011			($8,000.00)
Balance
Totals:				$0.00	$0.00	$500.00	$0.00	$0.00	$0.00	$500.00	PF
Customer:	D3LOGIC	Name:	D3 Logic	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	LWENG-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(401) 435-4300 Ext. 0000	NET30
INV-148498	SLS	9/27/2010	$3,500.00						$3,500.00
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	$3,500.00	$3,500.00	PF

Customer:	DATAMARTDIRECT	Name:	DataMart Direct Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(630) 307-7100 Ext. 0000	NET30
PYMNT000000011075	PMT	9/30/2011	($26,800.00)			($1,160.00)
Balance
Totals:				$0.00	$0.00	($1,160.00)	$0.00	$0.00	$0.00	($1,160.00)	PF
Customer:	DIGITALIMS	Name:	Firespring	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(402) 437-0130 Ext. 0000	NET30
INV-150335	SLS	10/19/2011	$4,500.00	$4,500.00
Balance
Totals:				$4,500.00	$0.00	$0.00	$0.00	$0.00	$0.00	$4,500.00	PF
Customer:	FOTOMORIZ	Name:	Fotomoriz S.A.	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	EDONNOT-R	Credit:
Territory:	Contact:	Attn: Accounts Payable	IWAY			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET30
INV-150144	SLS	8/25/2011	$2,975.00			$2,975.00
Balance
Totals:				$0.00	$0.00	$2,975.00	$0.00	$0.00	$0.00	$2,975.00	PF
Customer:	GETJARNETWORKS	Name:	GetJar Networks Limited	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	HOUSE-DIR	Credit:
Territory:	Contact:	Attn: Roman Zontovic	RETAIL DEFAULT			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET30
INV-150456	SLS	10/31/2011	$6,020.34	$6,020.34
Balance
Totals:				$6,020.34	$0.00	$0.00	$0.00	$0.00	$0.00	$6,020.34	BOLT
Customer:	HENRYWURST	Name:	Henry Wurst, Inc.	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	ABOXA-E	Credit:	$50,000.00
Territory:	Contact:	Accounts Payable Department	US-WEST			Terms:	Phone:	(816) 842-3113 Ext. 0000	NET30
INV-149554	SLS	8/1/2011	$22,600.00					$22,600.00
	PYMNT000000010796	8/1/2011					($2,000.00)
	PYMNT000000010824	8/30/2011					($2,600.00)
	PYMNT000000011278	10/18/2011					($3,000.00)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$15,000.00	$0.00	$15,000.00	PF
Customer:	INDEPENDENTPRIN	Name:	Independent Printing Company	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(920) 336-7731 Ext. 0000	NET30
INV-150266	SLS	9/30/2011	$2,000.00		$2,000.00
INV-150338	SLS	10/20/2011	$3,000.00	$3,000.00
Balance
Totals:				$3,000.00	$2,000.00	$0.00	$0.00	$0.00	$0.00	$5,000.00	PF

Customer:	INTEGRITYGRA	Name:	Integrity Graphics	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	LWENG-E	Credit:	$25,000.00
Territory:	Contact:	Attn: Gail Wylot	US-EAST			Terms:	Phone:	(203) 610-6797 Ext. 0101	NET30
INV-149804	SLS	9/30/2011	$214.55			$214.55
	PYMNT000000011085	9/30/2011			($200.00)
Balance
Totals:				$0.00	$0.00	$14.55	$0.00	$0.00	$0.00	$14.55	PF
Customer:	KELMSCOTTPRESS	Name:	Kelmscott Press, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(630) 898-0800 Ext. 0000	NET30
INV-150269	SLS	9/30/2011	$32,000.00	$32,000.00
Balance
Totals:				$32,000.00	$0.00	$0.00	$0.00	$0.00	$0.00	$32,000.00	PF
Customer:	MADDENCOMMUNICA	Name:	Madden Communications, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(630) 787-2220 Ext. 0000	NET30
INV-150081	SLS	8/31/2011	$7,500.00			$7,500.00
INV-150265	SLS	9/30/2011	$5,000.00		$5,000.00
Balance
Totals:				$0.00	$5,000.00	$7,500.00	$0.00	$0.00	$0.00	$12,500.00	PF
Customer:	MEDIAFLEXAS	Name:	Flexmedia AS	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-R	Credit:	$100,000.00
Territory:	Contact:	Attn: Accounts Payable	OTHER			Terms:	Phone:	(474) 788-1511 Ext. 0000	NET30
INV-150329	SLS	10/17/2011	$18,600.00	$18,600.00
Balance
Totals:				$18,600.00	$0.00	$0.00	$0.00	$0.00	$0.00	$18,600.00	PF
Customer:	MINI-MAILERS	Name:	Mini-Mailers, Inc.	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	ABOXA-E	Credit:	$40,000.00
Territory:	Contact:	Accounts Payable	US-WEST			Terms:	Phone:	(949) 655-1400 Ext. 0000	NET30
INV-148810	SLS	11/30/2010	$1,200.00						$1,200.00
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	$1,200.00	$1,200.00	PF

Customer:	MOMENTUM WORLDW	Name:	Momentum Worldwide	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	ABOXA-E	Credit:
Territory:	Contact:	Accounts Payable	US-WEST			Terms:	Phone:	(314) 646-6478 Ext. 0000	NET30
INV-149969	SLS	7/31/2011	$2,000.00				$2,000.00
Balance
Totals:				$0.00	$0.00	$0.00	$2,000.00	$0.00	$0.00	$2,000.00	PF
Customer:	MONARCHGRAPHICS	Name:	Monarch Graphics Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	HOUSE-PF-D	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-SOUTHEAST			Terms:	Phone:	(239) 221-8998 Ext. 0000	NET30
INV-149970	SLS	7/31/2011	$3,500.00				$3,500.00
Balance
Totals:				$0.00	$0.00	$0.00	$3,500.00	$0.00	$0.00	$3,500.00	PF
Customer:	MOOREWALLACE	Name:	RR Donnelley	Account Type:	Open Item
Unlimited	Customer Type:	DIR	Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Clariss Ware	US-CENTRAL			Terms:	Phone:	(717) 293-2466 Ext. 0000	NET30
INV-150182	SLS	9/20/2011	$20,000.00		$20,000.00
Balance
Totals:				$0.00	$20,000.00	$0.00	$0.00	$0.00	$0.00	$20,000.00	PF
Customer:	OCEAUSTRALIA	Name:	Oce Australia	Account Type:	Open Item
Unlimited	Customer Type:	Pageflex	Salesperson:	LWENG-R	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-WEST			Terms:	Phone:	(089) 227-4622 Ext. 0000	NET30
INV-150071	SLS	9/2/2011	$5,200.00			$5,200.00
INV-150089	SLS	9/2/2011	$26,000.00			$26,000.00
Balance
Totals:				$0.00	$0.00	$31,200.00	$0.00	$0.00	$0.00	$31,200.00	PF
Customer:	PBM GRAPHICS	Name:	PBM Graphics, Inc.	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	LWENG-N	Credit:
Territory:	Contact:	Attn: Steve Olson	US-EAST			Terms:	Phone:	(919) 544-6222 Ext. 0000	NET30
INV-150254	SLS	9/27/2011	$8,000.00		$8,000.00
Balance
Totals:				$0.00	$8,000.00	$0.00	$0.00	$0.00	$0.00	$8,000.00	PF
Customer:	PLMGROUPLTD	Name:	Transcontinental PLM Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	DMCCO-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	CANADA			Terms:	Phone:	(416) 848-8500 Ext. 0000	NET30
INV-150337	SLS	10/19/2011	$17,000.00	$17,000.00
Balance
Totals:				$17,000.00	$0.00	$0.00	$0.00	$0.00	$0.00	$17,000.00	PF

Customer:	PRISTINEPRINT	Name:	Pristine Printing	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	BOBN-N	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(416) 259-1621 Ext. 0000	NET30
INV-150309	SLS	10/7/2011	$8,000.00		$8,000.00
Balance
Totals:				$0.00	$8,000.00	$0.00	$0.00	$0.00	$0.00	$8,000.00	PF
Customer:	PROGRIMPINT	Name:	Progressive Impressions International	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:	$125,000.00
Territory:	Contact:	Attn: Accounts Payable	US-WEST			Terms:	Phone:	(309) 662-2055 Ext. 0000	NET30
PYMNT000000010251	PMT	7/7/2011	($17,937.50)						($937.50)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	($937.50)	($937.50)	PF
Customer:	REDIFFINDIALTD	Name:	Rediff.com India Limited	Account Type:	Open Item
Unlimited	Customer Type:	DIR	Salesperson:	HOUSE-DIR	Credit:
Territory:	Contact:	Sumit Rajwade	RETAIL DEFAULT			Terms:	Phone:	(912) 224-4491 Ext. 4400	NET30
INV-149261	SLS	1/1/2011	$23,000.00						$22,965.00
	PYMNT000000009763	5/3/2011						($16,099.00)
INV-149461	SLS	3/1/2011	$10,500.00						$10,500.00
	PYMNT000000011057	8/9/2011						($8,400.00)
INV-149462	SLS	3/31/2011	$3,000.00						$3,000.00
	PYMNT000000011057	8/9/2011						($2,400.00)
INV-149815	SLS	6/24/2011	$27,500.00						$27,500.00
	PYMNT000000011057	8/9/2011						($21,719.00)
INV-150290	SLS	9/30/2011	$22,500.00			$22,470.00
	PYMNT000000011352	10/28/2011			($17,835.00)
Balance
Totals:				$0.00	$0.00	$4,635.00	$0.00	$0.00	$15,347.00	$19,982.00	BOLT
Customer:	ROIDIST	Name:	ROI Distribution Ltd	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	ABOXA-R	Credit:	$50,000.00
Territory:	Contact:	c/o ROI Software Distribution	US-WEST			Terms:	Phone:	(135) 460-2344 Ext. 0000	NET45
INV-149851	SLS	8/9/2011	$7,440.00					$7,400.00
	PYMNT000000010892	8/9/2011					($6,560.00)
INV-149984	SLS	8/9/2011	$450.00				$450.00
INV-150334	SLS	10/19/2011	$450.00	$450.00
INV-150376	SLS	10/24/2011	$1,500.00	$1,500.00
Balance
Totals:				$1,950.00	$0.00	$0.00	$450.00	$840.00	$0.00	$3,240.00	PF
Customer:	SAPAG	Name:	SAP Global Marketing, Inc.	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	DMCCO-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET60
PYMNT000000008840	PMT	1/14/2011	($8,083.33)						($166.66)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	($166.66)	($166.66)	PF

Customer:	SIGLERCOMPANIES	Name:	Sigler Companies	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	TBRAN-N	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(515) 232-6997 Ext. 0000	NET30
INV-150175	SLS	8/31/2011	$3,000.00			$3,000.00
Balance
Totals:				$0.00	$0.00	$3,000.00	$0.00	$0.00	$0.00	$3,000.00	PF
Customer:	SUNSETPRINTING	Name:	Sunset Printing	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	DMCCO-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-EAST			Terms:	Phone:	(973) 537-9600 Ext. 1700	NET30
INV-150471	SLS	10/31/2011	$500.00	$500.00
Balance
Totals:				$500.00	$0.00	$0.00	$0.00	$0.00	$0.00	$500.00	PF
Customer:	SYSTEMSSERV	Name:	Systems Service and Consult	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	EDONNOT-R	Credit:
Territory:	Contact:	Attn: Jean De Volder	IWAY			Terms:	Phone:	(324) 782-5405 Ext. 0000	NET30
INV-149715	SLS	5/30/2011	$4,103.50						$4,103.50
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	$4,103.50	$4,103.50	PF
Customer:	THINKPATENTED	Name:	Think Patented	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	TBRAN-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-MIDWEST			Terms:	Phone:	(937) 254-4023 Ext. 0000	NET30
INV-149828	SLS	6/28/2011	$2,000.00					$2,000.00
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$2,000.00	$0.00	$2,000.00	PF
Customer:	THOMPSON-WEST	Name:	Thomson West	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	TBRAN-E	Credit:	$200,000.00
Territory:	Contact:	Attn: Accounts Payable/D3-S145	US-MIDWEST			Terms:	Phone:	(651) 687-1186 Ext. 0000	NET60
PYMNT000000009050	PMT	2/15/2011	($1,285.50)						($85.50)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	($85.50)	($85.50)	PF
Customer:	WATERMARKGROUP	Name:	The Watermark Group	Account Type:	Open Item
Unlimited	Customer Type:	PAGEFLEX	Salesperson:	ABOXA-E	Credit:
Territory:	Contact:	Attn: Accounts Payable	US-WEST			Terms:	Phone:	(210) 599-0400 Ext. 0000	NET60
INV-150336	SLS	10/19/2011	$3,784.38	$3,784.38
Balance
Totals:				$3,784.38	$0.00	$0.00	$0.00	$0.00	$0.00	$3,784.38	PF

Customer:	WEBB-MASON	Name:	DemandBridge	Account Type:	Open Item
	Customer Type:	PAGEFLEX	Salesperson:	LWENG-E	Credit:	$50,000.00
Territory:	Contact:	Jeff S. Holder	US-EAST			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET30
INV-149660	SLS	5/18/2011	$1,062.03						$1,062.03
	PYMNT000000010279	7/14/2011						($990.00)
PYMNT000000008844	PMT	1/4/2011	($217.50)						($42.50)
Balance
Totals:				$0.00	$0.00	$0.00	$0.00	$0.00	$29.53	$29.53	PF
Customer:	XEROX-IWAY	Name:	Xerox Corporation	Account Type:	Open Item
Unlimited	Customer Type:		Salesperson:	RBAIL/SBEAR-R	Credit:
Territory:	Contact:		RETAIL DEFAULT			Terms:	Phone:	(000) 000-0000 Ext. 0000	NET45
INV-150078	SLS	8/30/2011	$13,200.00		$13,200.00
INV-150090	SLS	9/2/2011	$42,750.00		$42,750.00
INV-150116	SLS	9/6/2011	$53,947.50		$53,947.50
INV-150251	SLS	9/19/2011	$3,000.00	$3,000.00
INV-150262	SLS	9/30/2011	$1,500.00	$1,500.00
							need to apply to highlighted invoices
PYMNT000000010818	PMT	8/30/2011	($67,147.50)				($67,147.50)
Balance
Totals:				$4,500.00	$109,897.50	$0.00	($67,147.50)	$0.00	$0.00	$47,250.00	PF
Customer(s)				Current	1 - 30 Days	31 -59 Days	60 - 89 Days	90 - 119 Days	120+ Days	Balance
Grand Totals:	99		Total Bitstream Totals	$455,097.37	$468,171.61	$127,061.21	($39,702.53)	$19,348.02	$121,043.61	$1,151,019.29
			Less Type:	(255,123.90)	(128,905.36)	(65,514.46)	(21,494.97)	(1,508.02)	(5,853.24)	(478,399.95)
			Pageflex /Bolt only	$199,973.47	$339,266.25	$61,546.75	($61,197.50)	$17,840.00	$115,190.37	$672,619.34
				193,953.13	269,266.25	56,911.75	(61,197.50)	17,840.00	9,843.37	486,617.00	PF
				—	—	—	—	—	—	—	TYPE
				6,020.34	70,000.00	4,635.00	—	—	105,347.00	186,002.34	BOLT
				199,973.47	339,266.25	61,546.75	(61,197.50)	17,840.00	115,190.37	672,619.34	TOTAL
				$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00

Schedule 1(b)

Shared Assets

Structure ID	Asset ID	Suf		Asset Description	Asset Class ID	Acquisition Date	Acquisition Cost		Location ID	Status	Deprec thru 6/30/11		NBV 6/30/11
840-00	000110		1	OfficenSide Chair	FF	3/31/1981	$	311.85	MA-MARLBOROUGH	Active		311.85	$	0.00
840-00	000188		1	Office chair with wheels	FF	9/1/1981	$	320.00	MA-MARLBOROUGH	Active		320.00	$	0.00
500-20	000179		1	Taupe guest sled chair	FF	9/1/1981	$	320.00	MA-MARLBOROUGH	Active		320.00	$	0.00
220-00	000032		1	Work Bench	FF	4/1/1982	$	168.00	MA-MARLBOROUGH	Active		168.00	$	0.00
840-00	000008		1	Ergon green swivel management chair	FF	3/1/1985	$	302.40	MA-MARLBOROUGH	Active		302.40	$	0.00
840-00	000211		1	Large Wooden Conference Table	FF	3/1/1985	$	305.55	MA-MARLBOROUGH	Active		305.55	$	0.00
840-00	000222		1	Round black table	FF	3/1/1985	$	200.40	MA-MARLBOROUGH	Active		200.40	$	0.00
840-00	001026		1	Black 2-shelf bookcase	FF	3/1/1985	$	247.20	MA-MARLBOROUGH	Active		247.20	$	0.00
840-00	001028		1	Large Conference room table	FF	3/1/1985	$	264.60	MA-MARLBOROUGH	Active		264.60	$	0.00
840-00	000118		1	42 3-draw grey file cabinet	FF	2/1/1986	$	215.90	MA-MARLBOROUGH	Active		215.90	$	0.00
840-00	000130		1	3 drawer lateral file grey ethos	FF	2/1/1986	$	215.90	MA-MARLBOROUGH	Active		215.90	$	0.00
840-00	000998		1	Gray 3 drawer lateral file	FF	2/1/1986	$	215.90	MA-MARLBOROUGH	Active		215.90	$	0.00
840-00	000999		1	3 drawer lateral file	FF	2/1/1986	$	215.90	MA-MARLBOROUGH	Active		215.90	$	0.00
840-00	000068		1	Chair	FF	12/1/1986	$	390.00	MA-MARLBOROUGH	Active		390.00	$	0.00
840-00	000329		1	Chair	FF	1/2/1987	$	354.64	MA-MARLBOROUGH	Active		354.64	$	0.00
840-00	000001		1	Black 5	FF	4/2/1987	$	402.60	MA-MARLBOROUGH	Active		402.60	$	0.00
840-00	000026		1	Black Oval Conference Table	FF	4/2/1987	$	868.64	MA-MARLBOROUGH	Active		868.64	$	0.00
840-00	000125		1	6	FF	4/2/1987	$	437.40	MA-MARLBOROUGH	Active		437.40	$	0.00
840-00	000307		1	6	FF	4/2/1987	$	437.40	MA-MARLBOROUGH	Active		437.40	$	0.00
220-00	000959		1	Swivel Chair	FF	4/2/1987	$	238.72	MA-MARLBOROUGH	Active		238.72	$	0.00
840-00	000969		1	Shipping scale-	FF	4/2/1987	$	343.04	MA-MARLBOROUGH	Active		343.04	$	0.00
120-10	000007		1	Ergon black swivel operational chair	FF	4/2/1987	$	338.52	MA-MARLBOROUGH	Active		338.52	$	0.00
120-10	000014		1	Grey sled base guest chair	FF	4/2/1987	$	239.94	MA-MARLBOROUGH	Active		239.94	$	0.00
840-00	000199		1	Conference Table	FF	7/3/1987	$	388.20	MA-MARLBOROUGH	Active		388.20	$	0.00
500-20	000248		1	Desk top Cube	FF	7/3/1987	$	313.80	MA-MARLBOROUGH	Active		313.80	$	0.00
840-00	000416		1	Novell NS68B Server 183 MB system	PS	7/3/1987	$	18,477.00	MA-MARLBOROUGH	Active		18,477.00	$	0.00
840-00	000417		1	SBT software package w/in Server	PS	7/3/1987	$	3,535.00	MA-MARLBOROUGH	Active		3,535.00	$	0.00
840-00	000419		1	Novell ND52 server sys w/140MB DiskDr.	PS	7/3/1987	$	13,907.00	MA-MARLBOROUGH	Active		13,907.00	$	0.00
840-00	000974		1	Two drawer lateral file	FF	10/1/1987	$	308.70	MA-MARLBOROUGH	Active		308.70	$	0.00
800-00	000984		1	Office Side Chair	FF	10/1/1987	$	308.70	MA-MARLBOROUGH	Active		308.70	$	0.00
120-10	000961		1	Grey sled base chair	FF	10/1/1987	$	320.00	MA-MARLBOROUGH	Active		320.00	$	0.00
840-00	000418		1	Computer Software	PS	10/1/1987	$	6,000.00	MA-MARLBOROUGH	Active		6,000.00	$	0.00
810-00	000030		1	Black Swivel Chair	FF	6/1/1988	$	184.80	MA-MARLBOROUGH	Active		184.80	$	0.00
220-00	000047		1	Upper Shelf	FF	6/1/1988	$	441.96	MA-MARLBOROUGH	Active		441.96	$	0.00
840-00	000070		1	4-drawer File Cabinet w/lock	FF	6/1/1988	$	585.53	MA-MARLBOROUGH	Active		585.53	$	0.00
800-00	000078		1	Blue sled base chair w/o arms	FF	6/1/1988	$	184.80	MA-MARLBOROUGH	Active		184.80	$	0.00
840-00	000081		1	Two-drawer lateral file cabinet	FF	6/1/1988	$	321.90	MA-MARLBOROUGH	Active		321.90	$	0.00
840-00	000112		1	42 3 drawer grey ethos file cabinet	FF	6/1/1988	$	33.64	MA-MARLBOROUGH	Active		33.64	$	0.00
220-00	000210		1	5-Drawer File Cabinet (Empty in Hall)	FF	6/1/1988	$	275.00	MA-MARLBOROUGH	Active		275.00	$	0.00
220-00	000240		1	5 tier bookshelf	FF	6/1/1988	$	146.30	MA-MARLBOROUGH	Active		146.30	$	0.00
220-00	000243		1	5 Tier bookcase	FF	6/1/1988	$	146.30	MA-MARLBOROUGH	Active		146.30	$	0.00
840-00	000302		1	Round Kitchen Tables	FF	6/1/1988	$	247.50	MA-MARLBOROUGH	Active		247.50	$	0.00
840-00	000311		1	Gray Table	FF	6/1/1988	$	247.50	MA-MARLBOROUGH	Active		247.50	$	0.00
840-00	000313		1	Three-drawer lateral file cabinet	FF	6/1/1988	$	441.96	MA-MARLBOROUGH	Active		441.96	$	0.00
800-00	000315		1	Grey Four-drawer file cabinet	FF	6/1/1988	$	275.00	MA-MARLBOROUGH	Active		275.00	$	0.00
840-00	000358		1	Blue swivel chair	FF	6/1/1988	$	184.80	MA-MARLBOROUGH	Active		184.80	$	0.00
800-00	001032		1	Office chair with wheels	FF	6/1/1988	$	321.90	MA-MARLBOROUGH	Active		321.90	$	0.00
840-00	001048		1	Blue low-back swivel chair w/ arms	FF	6/1/1988	$	311.85	MA-MARLBOROUGH	Active		311.85	$	0.00
840-00	001050		1	Office Executive Chair with Wheels-Black	FF	6/1/1988	$	275.00	MA-MARLBOROUGH	Active		275.00	$	0.00
840-00	001063		1	Three-drawer lateral file cabinet	FF	6/1/1988	$	441.96	MA-MARLBOROUGH	Active		441.96	$	0.00
840-00	001069		1	Blu low-back swivel chair w/ arms	FF	6/1/1988	$	311.85	MA-MARLBOROUGH	Active		311.85	$	0.00

120-10	000077	1	Blue low-back swivel chair w/ arms	FF	6/1/1988	$	311.85	MA-MARLBOROUGH	Active	311.85	$	0.00
400-10	000348	1	Blue sled Chair	FF	6/1/1988	$	184.80	MA-MARLBOROUGH	Active	184.80	$	0.00
300-20	000107	1	Office chair with wheels	FF	6/1/1988	$	311.85	MA-MARLBOROUGH	Active	311.85	$	0.00
840-00	000455	1	IBM WheelWriter III Printer	CE	11/1/1988	$	717.15	MA-MARLBOROUGH	Active	717.15	$	0.00
840-00	000965	1	Steel Cabinet 6	FF	11/1/1988	$	666.25	MA-MARLBOROUGH	Active	666.25	$	0.00
840-00	000087	1	Tear Drop Table	FF	12/1/1988	$	193.60	MA-MARLBOROUGH	Active	193.60	$	0.00
220-00	000100	1	Black Cart with Wheels	FF	12/1/1988	$	262.35	MA-MARLBOROUGH	Active	262.35	$	0.00
220-00	000102	1	Cart	FF	12/1/1988	$	262.35	MA-MARLBOROUGH	Active	262.35	$	0.00
840-00	000105	1	Grey 3-draw pedestal file cabinet	FF	12/1/1988	$	275.00	MA-MARLBOROUGH	Active	275.00	$	0.00
800-00	000106	1	Small Table	FF	12/1/1988	$	262.35	MA-MARLBOROUGH	Active	262.35	$	0.00
220-00	000108	1	Work Bench	FF	12/1/1988	$	165.00	MA-MARLBOROUGH	Active	165.00	$	0.00
220-00	000111	1	Work Bench	FF	12/1/1988	$	165.00	MA-MARLBOROUGH	Active	165.00	$	0.00
840-00	000113	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000114	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000115	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000116	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
820-00	000117	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
220-00	000126	1	Swivel Chair	FF	12/1/1988	$	214.50	MA-MARLBOROUGH	Active	214.50	$	0.00
800-00	000183	1	4 drawer lat. file	FF	12/1/1988	$	321.90	MA-MARLBOROUGH	Active	321.90	$	0.00
840-00	000200	1	2 drawer lat. file	FF	12/1/1988	$	321.90	MA-MARLBOROUGH	Active	321.90	$	0.00
220-00	000201	1	Rolling cabinet	FF	12/1/1988	$	321.90	MA-MARLBOROUGH	Active	321.90	$	0.00
840-00	000252	1	Lateral file	FF	12/1/1988	$	33.64	MA-MARLBOROUGH	Active	33.64	$	0.00
840-00	000253	1	Lateral file	FF	12/1/1988	$	33.64	MA-MARLBOROUGH	Active	33.64	$	0.00
840-00	000338	1	Office rectangular table-Old/Grey	FF	12/1/1988	$	275.00	MA-MARLBOROUGH	Active	275.00	$	0.00
840-00	000339	1	3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000340	1	3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000341	1	3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000342	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000343	1	423-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000344	1	3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000346	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000349	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
820-00	000350	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	000351	1	42 grey 3 drawer file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
800-00	000352	1	42 3-draw grey file cabinet	FF	12/1/1988	$	441.96	MA-MARLBOROUGH	Active	441.96	$	0.00
840-00	001019	1	3 drawer lateral file with lock	FF	12/1/1988	$	33.64	MA-MARLBOROUGH	Active	33.64	$	0.00
840-00	001021	1	5 drawer lat. file black	FF	12/1/1988	$	321.90	MA-MARLBOROUGH	Active	321.90	$	0.00
840-00	001067	1	Bookshelf	FF	12/1/1988	$	41.76	MA-MARLBOROUGH	Active	41.76	$	0.00
840-00	000147	1	Grey 42 3-draw File Cabinet	FF	6/1/1989	$	562.30	MA-MARLBOROUGH	Active	562.30	$	0.00
840-00	000178	1	Grey 42 3-draw file cabinet	FF	6/1/1989	$	562.30	MA-MARLBOROUGH	Active	562.30	$	0.00
840-00	000236	1	File cabinet	FF	6/1/1989	$	562.30	MA-MARLBOROUGH	Active	562.30	$	0.00
220-00	000264	1	2 drawer file cabinet	FF	1/1/1990	$	631.50	MA-MARLBOROUGH	Active	631.50	$	0.00
840-00	000271	1	Crepe Sled Chair	FF	1/1/1990	$	202.46	MA-MARLBOROUGH	Active	202.46	$	0.00
840-00	000272	1	Crepe Sled Chair	FF	1/1/1990	$	202.46	MA-MARLBOROUGH	Active	202.46	$	0.00
840-00	000273	1	Crepe Sled Chair	FF	1/1/1990	$	202.46	MA-MARLBOROUGH	Active	202.46	$	0.00
840-00	000274	1	Crepe Sled Chair	FF	1/1/1990	$	202.46	MA-MARLBOROUGH	Active	202.46	$	0.00
840-00	000275	1	Crepe Sled Chair	FF	1/1/1990	$	202.46	MA-MARLBOROUGH	Active	202.46	$	0.00
840-00	001046	1	Grey 3 drawer file cabinet with lock	FF	1/1/1990	$	497.64	MA-MARLBOROUGH	Active	497.64	$	0.00
120-10	001042	1	Office chair with wheels	FF	2/1/1990	$	318.00	MA-MARLBOROUGH	Active	318.00	$	0.00
840-00	000265	1	3-drawer File Cabinet	FF	4/1/1990	$	336.40	MA-MARLBOROUGH	Active	336.40	$	0.00
220-00	000263	1	Rubbermaid tilt Trashcan	FF	6/1/1990	$	1,092.52	MA-MARLBOROUGH	Active	1,092.52	$	0.00
840-00	001040	1	3 drawer file cabinet	FF	6/1/1990	$	571.80	MA-MARLBOROUGH	Active	571.80	$	0.00
840-00	001041	1	3 drawer file cabinet	FF	6/1/1990	$	571.80	MA-MARLBOROUGH	Active	571.80	$	0.00

220-00	000463	1	Rand 10lb Scale	OE	8/1/1990	$	979.05	MA-MARLBOROUGH	Active	979.05	$	0.00
220-00	000462	1	Digital Postage Scale	OE	10/1/1990	$	1,627.50	MA-MARLBOROUGH	Active	1,627.50	$	0.00
840-00	000513	1	Manger Switch	CE	12/1/1990	$	958.35	MA-MARLBOROUGH	Active	958.35	$	0.00
840-00	000538	1	3com switch	CE	1/1/1995	$	807.18	MA-MARLBOROUGH	Active	807.18	$	0.00
840-00	000518	1	Revolut. PCI/EISA 5/100 MI	CE	4/1/1995	$	4,829.86	MA-MARLBOROUGH	Active	4,829.86	$	0.00
840-00	000519	1	Quantity 4 - Seagate Sci-2 Disks 4266	CE	4/1/1995	$	7,917.71	MA-MARLBOROUGH	Active	7,917.71	$	0.00
840-00	000520	1	PCI wide kit AHA-2940w	CE	4/1/1995	$	843.88	MA-MARLBOROUGH	Active	843.88	$	0.00
840-00	000521	1	PCI Kit Fast/wide SCSI	CE	4/1/1995	$	1,012.94	MA-MARLBOROUGH	Active	1,012.94	$	0.00
840-00	000522	1	SCSI Express Upgrade Server2 NXV-V2	CE	5/1/1995	$	2,809.50	MA-MARLBOROUGH	Active	2,809.50	$	0.00
840-00	000637	1	TerraNet CISCO Router CSU/DSU	CE	7/1/1995	$	2,295.00	MA-MARLBOROUGH	Active	2,295.00	$	0.00
840-00	000515	1	Dell Server (Thawk Rack)	CE	9/1/1995	$	2,290.00	MA-MARLBOROUGH	Active	2,290.00	$	0.00
840-00	000531	1	Compaq Tape drive cabinet ( Old B/U Driv	CE	9/1/1995	$	1,136.17	MA-MARLBOROUGH	Active	1,136.17	$	0.00
840-00	000436	1	Accounting Software upgrade	PS	9/1/1995	$	6,763.63	MA-MARLBOROUGH	Active	6,763.63	$	0.00
840-00	000627	1	DLT DS9400 40GB Single Tape BK	CE	11/1/1995	$	5,304.00	MA-MARLBOROUGH	Active	5,304.00	$	0.00
840-00	000523	1	Segate ST15150N Drive in Server	CE	2/1/1996	$	1,357.14	MA-MARLBOROUGH	Active	1,357.14	$	0.00
840-00	000532	1	PDU ( Thawk Rack )	CE	5/1/1996	$	297.26	MA-MARLBOROUGH	Active	297.26	$	0.00
840-00	000549	1	Cisco Router w/ modem bank	CE	5/1/1996	$	960.00	MA-MARLBOROUGH	Active	960.00	$	0.00
840-00	000550	1	Compaq Library B/U	CE	5/1/1996	$	654.02	MA-MARLBOROUGH	Active	654.02	$	0.00
840-00	000551	1	Cisco Pix Firewalls( Thawk Rack )	CE	5/1/1996	$	941.00	MA-MARLBOROUGH	Active	941.00	$	0.00
840-00	000553	1	Cisco Pix Firewalls( Thawk Rack )	CE	5/1/1996	$	969.00	MA-MARLBOROUGH	Active	969.00	$	0.00
840-00	000554	1	16 Port Belkin KVM Switch ( DNS Rack )	CE	5/1/1996	$	1,295.00	MA-MARLBOROUGH	Active	1,295.00	$	0.00
840-00	000555	1	2.1GB Wide SCSI SGL, 4MB EDRAM	CE	5/1/1996	$	11,686.00	MA-MARLBOROUGH	Active	11,686.00	$	0.00
840-00	000556	1	3com switch	CE	5/1/1996	$	928.44	MA-MARLBOROUGH	Active	928.44	$	0.00
840-00	000557	1	Compaq Library B/U	CE	5/1/1996	$	2,070.00	MA-MARLBOROUGH	Active	2,070.00	$	0.00
840-00	000558	1	Belkiin 16 Port KVM	CE	5/1/1996	$	300.00	MA-MARLBOROUGH	Active	300.00	$	0.00
840-00	000566	1	DLT DS9400 40GB Single Tape	CE	5/1/1996	$	5,300.00	MA-MARLBOROUGH	Active	5,300.00	$	0.00
840-00	000567	1	Switch	CE	5/1/1996	$	755.21	MA-MARLBOROUGH	Active	755.21	$	0.00
840-00	000571	1	Linkbuilder FMS II 24 Port TP Hub	CE	5/1/1996	$	899.00	MA-MARLBOROUGH	Active	899.00	$	0.00
840-00	000572	1	Great Plains server H.P. DL380-Serial -E	CE	5/1/1996	$	2,223.00	MA-MARLBOROUGH	Active	2,223.00	$	0.00
840-00	000574	1	APC Rackmount Battery B/U	CE	5/1/1996	$	695.00	MA-MARLBOROUGH	Active	695.00	$	0.00
840-00	000576	1	APC Smart-UPS 1000 (W/Powerchute)Nware	CE	5/1/1996	$	449.00	MA-MARLBOROUGH	Active	449.00	$	0.00
840-00	000577	1	APC Smart-UPS 1000(W/Powerchute)netwar	CE	5/1/1996	$	449.00	MA-MARLBOROUGH	Active	449.00	$	0.00
840-00	000578	1	APC Smart-UPS 1000(W/powerchute)Netwar	CE	5/1/1996	$	449.00	MA-MARLBOROUGH	Active	449.00	$	0.00
840-00	000579	1	16-1 CPU/Keyboard/Monitor/mouse	CE	5/1/1996	$	1,734.28	MA-MARLBOROUGH	Active	1,734.28	$	0.00
840-00	000580	1	20 VGA/PS2 with Mouse	CE	5/1/1996	$	1,105.27	MA-MARLBOROUGH	Active	1,105.27	$	0.00
840-00	000581	1	Linkswitch 1000	CE	5/1/1996	$	3,095.74	MA-MARLBOROUGH	Active	3,095.74	$	0.00
840-00	000582	1	Linkswitch 1000	CE	5/1/1996	$	3,095.74	MA-MARLBOROUGH	Active	3,095.74	$	0.00
840-00	000583	1	FMS100 Expansion	CE	5/1/1996	$	333.36	MA-MARLBOROUGH	Active	333.36	$	0.00
840-00	000584	1	Linkbuilder FMS 100	CE	5/1/1996	$	5,979.00	MA-MARLBOROUGH	Active	5,979.00	$	0.00
840-00	000585	1	4Pack og linkbuilder TP12	CE	5/1/1996	$	300.42	MA-MARLBOROUGH	Active	300.42	$	0.00
840-00	000588	1	Sun CUS, upgrade sparc 5 model 110 #3651	CE	5/1/1996	$	6,532.00	MA-MARLBOROUGH	Active	6,532.00	$	0.00
840-00	000628	1	Compaq Library B/U	CE	5/1/1996	$	654.02	MA-MARLBOROUGH	Active	654.02	$	0.00
840-00	000629	1	Desktop SRTENDNSI	CE	5/1/1996	$	684.00	MA-MARLBOROUGH	Active	684.00	$	0.00
840-00	000442	1	WIN 95 upgrade on network	PS	5/1/1996	$	1,799.00	MA-MARLBOROUGH	Active	1,799.00	$	0.00
840-00	000443	1	Word& Excel siftware on network	PS	5/1/1996	$	6,972.90	MA-MARLBOROUGH	Active	6,972.90	$	0.00
840-00	000524	1	WBPENT-133	CE	6/1/1996	$	282.00	MA-MARLBOROUGH	Active	282.00	$	0.00
840-00	000525	1	OEM-ACT 2.0 WIN 10Pk	CE	6/1/1996	$	2,080.47	MA-MARLBOROUGH	Active	2,080.47	$	0.00
840-00	000533	1	PDU ( Thawk Rack )	CE	6/1/1996	$	282.00	MA-MARLBOROUGH	Active	282.00	$	0.00
840-00	000534	1	KVM ( Thawk Rack )	CE	6/1/1996	$	310.32	MA-MARLBOROUGH	Active	310.32	$	0.00
840-00	000559	1	PFDEMOY Compaq server H.P. DL 380	CE	6/1/1996	$	3,056.00	MA-MARLBOROUGH	Active	3,056.00	$	0.00
840-00	000595	1	Dell Server ( Thawk Rack )	CE	6/1/1996	$	2,430.00	MA-MARLBOROUGH	Active	2,430.00	$	0.00
840-00	000545	1	Router	CE	7/1/1996	$	995.00	MA-MARLBOROUGH	Active	995.00	$	0.00
840-00	000596	1	SunS1000E Cabinet System 1000 CAN w/CD	CE	7/1/1996	$	18,630.00	MA-MARLBOROUGH	Active	18,630.00	$	0.00

840-00	000597	1	SUNX1215A System Board W/85MHZ Process	CE	7/1/1996	$	26,910.00	MA-MARLBOROUGH	Active	26,910.00	$	0.00
840-00	000598	1	SUNX1215A-PROMO W/two 85MHZ Process	CE	7/1/1996	$	11,040.00	MA-MARLBOROUGH	Active	11,040.00	$	0.00
840-00	000599	1	SUNX311L Localized Power Cord, SCSI-2	CE	7/1/1996	$	1,518.00	MA-MARLBOROUGH	Active	1,518.00	$	0.00
840-00	000600	1	SUNSOLS-2.5.1-C SFT Solaris v2.5.1	CE	7/1/1996	$	617.55	MA-MARLBOROUGH	Active	617.55	$	0.00
840-00	000601	1	Arcserve/Open Base PKG	CE	7/1/1996	$	1,740.00	MA-MARLBOROUGH	Active	1,740.00	$	0.00
840-00	000605	1	SUNX790A SPARC Storage Array w/6x2.1	CE	7/1/1996	$	15,042.00	MA-MARLBOROUGH	Active	15,042.00	$	0.00
840-00	000606	1	Cisco Switch Catalyst 3550	CE	7/1/1996	$	1,104.00	MA-MARLBOROUGH	Active	1,104.00	$	0.00
840-00	000607	1	Dparcstorage DLT4000 Tape Drive 50-50	CE	7/1/1996	$	5,175.00	MA-MARLBOROUGH	Active	5,175.00	$	0.00
840-00	000612	1	SPARC	CE	7/1/1996	$	2,825.55	MA-MARLBOROUGH	Active	2,825.55	$	0.00
840-00	000613	1	APC Smart UPS	CE	7/1/1996	$	759.00	MA-MARLBOROUGH	Active	759.00	$	0.00
840-00	000614	1	APC Smart UPS	CE	7/1/1996	$	759.00	MA-MARLBOROUGH	Active	759.00	$	0.00
840-00	000615	1	APC Smart UPS 1000	CE	7/1/1996	$	759.00	MA-MARLBOROUGH	Active	759.00	$	0.00
840-00	000616	1	APC Smart UPS 3000( Thawk Rack)	CE	7/1/1996	$	759.00	MA-MARLBOROUGH	Active	759.00	$	0.00
840-00	000449	1	Software Visual for C++ W/online DOC	PS	7/1/1996	$	2,279.00	MA-MARLBOROUGH	Active	2,279.00	$	0.00
840-00	000450	1	Software Visual Single User License	PS	7/1/1996	$	2,506.00	MA-MARLBOROUGH	Active	2,506.00	$	0.00
840-00	000526	1	Pentium 133 CPU	CE	9/1/1996	$	564.00	MA-MARLBOROUGH	Active	564.00	$	0.00
840-00	000535	1	HP proliant DL380 ( Bitstream web server	CE	9/1/1996	$	107.00	MA-MARLBOROUGH	Active	107.00	$	0.00
840-00	000536	1	HP proliant DL380 ( Bitstream web server	CE	9/1/1996	$	282.00	MA-MARLBOROUGH	Active	282.00	$	0.00
840-00	000630	1	Compaq Server	CE	9/1/1996	$	1,295.00	MA-MARLBOROUGH	Active	1,295.00	$	0.00
840-00	000631	1	17	CE	9/1/1996	$	202.00	MA-MARLBOROUGH	Active	202.00	$	0.00
840-00	000537	1	Compaq Proliant DC 360	CE	10/1/1996	$	924.00	MA-MARLBOROUGH	Active	924.00	$	0.00
840-00	000608	1	Managed power outlet	CE	10/1/1996	$	326.00	MA-MARLBOROUGH	Active	326.00	$	0.00
840-00	000617	1	HP Proliant ML370 ( HPP Flow )	CE	10/1/1996	$	761.80	MA-MARLBOROUGH	Active	761.80	$	0.00
840-00	000618	1	Internet Router Cisco 1720	CE	10/1/1996	$	489.00	MA-MARLBOROUGH	Active	489.00	$	0.00
840-00	000621	1	Sun Server	CE	10/1/1996	$	10,773.45	MA-MARLBOROUGH	Active	10,773.45	$	0.00
840-00	000439	1	Intranetware UPG 4.X 100U to 4.11	PS	10/1/1996	$	1,030.00	MA-MARLBOROUGH	Active	1,030.00	$	0.00
800-00	001149	1	HP LASERJET 5M 6K 600DPI	CE	12/1/1996	$	1,744.00	MA-MARLBOROUGH	Active	1,744.00	$	0.00
840-00	000465	1	Router ENET/DUAL SERIA	CE	1/1/1997	$	1,583.00	MA-MARLBOROUGH	Active	1,583.00	$	0.00
840-00	000437	1	Act 3.0 win95 nt	PS	2/1/1997	$	2,525.00	MA-MARLBOROUGH	Active	2,525.00	$	0.00
840-00	000438	1	CC MAIL	PS	2/1/1997	$	683.00	MA-MARLBOROUGH	Active	683.00	$	0.00
840-00	000471	1	Cisco Router	CE	3/1/1997	$	550.00	MA-MARLBOROUGH	Active	550.00	$	0.00
840-00	000527	1	NTWR Telephony Services V2.21	CE	4/1/1997	$	934.00	MA-MARLBOROUGH	Active	934.00	$	0.00
220-00	000475	1	Postage Machine	OE	5/1/1997	$	795.00	MA-MARLBOROUGH	Active	795.00	$	0.00
840-00	000560	1	Proof Point Server	CE	6/1/1997	$	2,779.75	MA-MARLBOROUGH	Active	2,779.75	$	0.00
840-00	000632	1	Rack mount Battery B/U	CE	6/1/1997	$	2,779.75	MA-MARLBOROUGH	Active	2,779.75	$	0.00
820-00	000421	1	CMS Stock Option Software	PS	6/1/1997	$	10,114.59	MA-MARLBOROUGH	Active	10,114.59	$	0.00
840-00	000477	1	Dell Power Connect 24 port Switch	CE	7/1/1997	$	598.00	MA-MARLBOROUGH	Active	598.00	$	0.00
840-00	000479	1	SUN MISC. parts	CE	7/1/1997	$	3,427.50	MA-MARLBOROUGH	Active	3,427.50	$	0.00
840-00	000483	1	Superstack II HUB 100BTX	CE	7/1/1997	$	887.50	MA-MARLBOROUGH	Active	887.50	$	0.00
840-00	000487	1	SUNX5209A	CE	7/1/1997	$	646.88	MA-MARLBOROUGH	Active	646.88	$	0.00
840-00	000561	1	Rack mount Battery B/U	CE	7/1/1997	$	1,788.00	MA-MARLBOROUGH	Active	1,788.00	$	0.00
840-00	000562	1	Compaq Library B/U	CE	7/1/1997	$	468.00	MA-MARLBOROUGH	Active	468.00	$	0.00
840-00	000602	1	SUN EQUIPMENT RENEWAL MAINT.	CE	7/1/1997	$	2,901.56	MA-MARLBOROUGH	Active	2,901.56	$	0.00
840-00	000633	1	Rosewill GP7-500 Desk Top	CE	7/1/1997	$	1,788.00	MA-MARLBOROUGH	Active	1,788.00	$	0.00
840-00	000634	1	Compaq Library B/U	CE	7/1/1997	$	468.00	MA-MARLBOROUGH	Active	468.00	$	0.00
840-00	000447	1	LICENSE DEVELOPER/2000 SUN EQUIP.	PS	7/1/1997	$	4,995.00	MA-MARLBOROUGH	Active	4,995.00	$	0.00
840-00	000448	1	ORACLE SUPPORT	PS	7/1/1997	$	1,600.00	MA-MARLBOROUGH	Active	1,600.00	$	0.00
840-00	000480	1	Linux FTP Server	CE	8/1/1997	$	1,048.90	MA-MARLBOROUGH	Active	1,048.90	$	0.00
840-00	000481	1	Sun Swift SBUS Adapter	CE	8/1/1997	$	821.25	MA-MARLBOROUGH	Active	821.25	$	0.00
840-00	000603	1	SUN Fiber channel/Sbus Host Adapter	CE	8/1/1997	$	1,350.00	MA-MARLBOROUGH	Active	1,350.00	$	0.00
840-00	000496	1	Micron Server	CE	9/1/1997	$	1,986.00	MA-MARLBOROUGH	Active	1,986.00	$	0.00
840-00	000498	1	Epson Scanner	CE	10/1/1997	$	450.00	MA-MARLBOROUGH	Active	450.00	$	0.00
840-00	000528	1	Arcserve client agent v4.0	CE	10/1/1997	$	582.00	MA-MARLBOROUGH	Active	582.00	$	0.00

840-00	000529	1	Memory for new chutny	CE	10/1/1997	$	286.00	MA-MARLBOROUGH	Active	286.00	$	0.00
840-00	000530	1	Enterprise SCSI 4GB SE	CE	10/1/1997	$	662.00	MA-MARLBOROUGH	Active	662.00	$	0.00
840-00	000500	1	Foster Rotary Cutter	CE	11/1/1997	$	553.35	MA-MARLBOROUGH	Active	553.35	$	0.00
840-00	000506	1	Laptop/Dell	CE	12/1/1997	$	388.00	MA-MARLBOROUGH	Active	388.00	$	0.00
840-00	000564	1	Dell Optipiex 745 ( Note Sonic 2 )	CE	1/1/1998	$	472.90	MA-MARLBOROUGH	Active	472.90	$	0.00
840-00	000565	1	Dell Optipiex 745 ( Note Sonic 2 ) GX270	CE	1/1/1998	$	472.90	MA-MARLBOROUGH	Active	472.90	$	0.00
840-00	000604	1	QUAD FAST ETHERNET SBUS CARD	CE	1/1/1998	$	1,587.28	MA-MARLBOROUGH	Active	1,587.28	$	0.00
840-00	000609	1	APC Smart UPS	CE	1/1/1998	$	787.50	MA-MARLBOROUGH	Active	787.50	$	0.00
840-00	000610	1	APC Smart UPS	CE	1/1/1998	$	787.50	MA-MARLBOROUGH	Active	787.50	$	0.00
840-00	000611	1	DLT TAPE DRIVE5X4.2GB DRIVE FOR SPARC ST	CE	1/1/1998	$	6,916.67	MA-MARLBOROUGH	Active	6,916.67	$	0.00
840-00	000635	1	Dell Server ( Nick Salzman )	CE	1/1/1998	$	472.90	MA-MARLBOROUGH	Active	472.90	$	0.00
840-00	000636	1	Dell Server	CE	1/1/1998	$	469.85	MA-MARLBOROUGH	Active	469.85	$	0.00
840-00	000368	1	Office chair with wheels	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
840-00	000370	1	Office chair with wheels	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
220-00	000372	1	MID BACK TASK CHAIRS	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
840-00	000377	1	MID BACK TASK CHAIRS	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
120-10	000369	1	MID BACK TASK CHAIRS	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
300-20	000376	1	MID BACK TASK CHAIRS	FF	2/1/1998	$	219.45	MA-MARLBOROUGH	Active	219.45	$	0.00
840-00	000497	1	Goldmine V3.2 Win95	CE	3/1/1998	$	1,250.55	MA-MARLBOROUGH	Active	1,250.55	$	0.00
840-00	001141	1	IBM Wheelwriter 1500 Typewriter	CE	3/1/1998	$	2,255.00	MA-MARLBOROUGH	Active	2,255.00	$	0.00
840-00	001083	1	Office chair with wheels	FF	3/1/1998	$	315.00	MA-MARLBOROUGH	Active	315.00	$	0.00
120-10	000361	1	Office chair with wheels	FF	3/1/1998	$	315.00	MA-MARLBOROUGH	Active	315.00	$	0.00
120-10	001076	1	Office chair with wheels	FF	3/1/1998	$	315.00	MA-MARLBOROUGH	Active	315.00	$	0.00
810-00	000385	1	Office side chair with wheels	FF	4/1/1998	$	207.53	MA-MARLBOROUGH	Active	207.53	$	0.00
840-00	000435	1	Explorer Developmer Kit	PS	4/1/1998	$	4,225.00	MA-MARLBOROUGH	Active	4,225.00	$	0.00
840-00	000640	1	Monitor for his GP6 system #0012172906	CE	2/1/1999	$	500.00	MA-MARLBOROUGH	Active	500.00	$	0.00
840-00	001164	1	Printer 1200 H.P.	CE	2/24/1999	$	510.00	MA-MARLBOROUGH	Active	510.00	$	0.00
220-00	000657	1	Gateway GP7-500 / Amherst #387444	CE	3/1/1999	$	3,105.00	MA-MARLBOROUGH	Active	3,105.00	$	0.00
220-00	000659	1	Powermac G3-300 xtra mem- Amhe #386894	CE	3/1/1999	$	2,742.60	MA-MARLBOROUGH	Active	2,742.60	$	0.00
220-00	000661	1	MediaForm Duplicator/Signal #11342	ME	3/1/1999	$	3,987.25	MA-MARLBOROUGH	Active	3,987.25	$	0.00
840-00	000664	1	Sun Server	CE	5/1/1999	$	13,886.25	MA-MARLBOROUGH	Active	13,886.25	$	0.00
840-00	001166	1	Printer HP LJMP	CE	5/1/1999	$	1,251.60	MA-MARLBOROUGH	Active	1,251.60	$	0.00
840-00	001095	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001096	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001097	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001098	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001099	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001100	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001102	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	001103	1	Arm Chair w/wheels / Neos 577583-0	FF	5/1/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000667	1	IMAC (grape) / Amherst 414326	CE	6/1/1999	$	1,175.00	MA-MARLBOROUGH	Active	1,175.00	$	0.00
840-00	000649	1	Dell Dimension Monitor	CE	8/11/1999	$	1,170.00	MA-MARLBOROUGH	Active	1,170.00	$	0.00
810-00	000650	1	Monitor Mincron 17 Color S#YA0099061647	CE	8/11/1999	$	170.00	MA-LAKEVILLE-AC	Active	170.00	$	0.00
800-00	000422	1	Best Fixed Asset Acctg w/SBT link	PS	8/16/1999	$	3,369.25	MA-MARLBOROUGH	Active	3,369.25	$	0.00
840-00	000670	1	Canon NP6412F Copier	OE	9/24/1999	$	1,412.25	MA-MARLBOROUGH	Active	1,412.25	$	0.00
840-00	000671	1	Canon GP200S Digital Copier	OE	9/24/1999	$	6,016.50	MA-MARLBOROUGH	Active	6,016.50	$	0.00
840-00	000406	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000407	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000411	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000412	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000413	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000414	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
840-00	000415	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00

800-00	000672	1	Dell Desktop	CE	10/21/1999	$	1,632.00	MA-MARLBOROUGH	Active	1,632.00	$	0.00
810-00	000673	1	Dell 19	CE	10/21/1999	$	310.00	MA-MARLBOROUGH	Active	310.00	$	0.00
840-00	000677	1	Visual C++ Site License (1/2 Pageflex an	PS	12/1/1999	$	11,687.00	MA-MARLBOROUGH	Active	11,687.00	$	0.00
840-00	001176	1	Monitor/Dell LCD	CE	1/12/2000	$	1,387.20	MA-MARLBOROUGH	Active	1,387.20	$	0.00
840-00	001180	1	E3200-450 Y2K LOCKDOWN PC	CE	1/12/2000	$	1,387.20	MA-MARLBOROUGH	Active	1,387.20	$	0.00
840-00	001175	1	Monitor 19	CE	1/19/2000	$	1,279.00	MA-MARLBOROUGH	Active	1,279.00	$	0.00
840-00	001202	1	GP7-550 PC	CE	3/17/2000	$	1,607.00	MA-MARLBOROUGH	Active	1,607.00	$	0.00
220-00	000710	1	Perfect Image 2000 Amigo CDR Label Print	ME	6/16/2000	$	12,516.05	MA-MARLBOROUGH	Active	12,516.05	$	0.00
840-00	000709	1	Cisco VPN Concentrator	CE	7/13/2000	$	1,558.95	MA-MARLBOROUGH	Active	1,558.95	$	0.00
840-00	000708	1	Aten USP Rackmount KVM	CE	7/28/2000	$	1,368.15	MA-MARLBOROUGH	Active	1,368.15	$	0.00
840-00	000733	1	CISCO 1700 IP PLUS	CE	8/9/2000	$	6,824.93	MA-MARLBOROUGH	Active	6,824.93	$	0.00
840-00	000734	1	CISCO 1700 IP PLUS	CE	8/9/2000	$	6,824.92	MA-MARLBOROUGH	Active	6,824.92	$	0.00
840-00	000716	1	DLT LIBRARYCybernetics-AME 8mm Tape Chan	CE	9/1/2000	$	8,284.94	MA-MARLBOROUGH	Active	8,284.94	$	0.00
840-00	000720	1	HP 4050TN LASER PRINTER	CE	10/4/2000	$	1,796.55	MA-MARLBOROUGH	Active	1,796.55	$	0.00
840-00	500009	1	PIII 733, DUEL 18GB, 40X CD, DEUL 10/100	CE	10/25/2000	$	2,026.50	MA-MARLBOROUGH	Active	2,026.50	$	0.00
840-00	000729	1	GATEWAY VX 1120 22 MONITOR	CE	10/26/2000	$	840.00	MA-MARLBOROUGH	Active	840.00	$	0.00
840-00	000731	1	Sales Logix Sync Server	CE	10/30/2000	$	4,803.75	MA-MARLBOROUGH	Active	4,803.75	$	0.00
840-00	000736	1	NORTON ANTI VIRUS SITE LICENSE	PS	12/22/2000	$	2,054.75	MA-MARLBOROUGH	Active	2,054.75	$	0.00
840-00	500011	1	SSRMSYSA IPC Rackmount ATX System Config	CE	1/1/2001	$	3,787.93	MA-MARLBOROUGH	Active	3,787.93	$	0.00
840-00	500012	1	SSRMSYSA IPC Rackmount ATX System Config	CE	1/1/2001	$	3,787.93	MA-MARLBOROUGH	Active	3,787.93	$	0.00
840-00	500013	1	SSRMSYSA IPC Rackmount ATX System Config	CE	1/1/2001	$	4,885.92	MA-MARLBOROUGH	Active	4,885.92	$	0.00
840-00	000747	1	Web Cam Model EVI-D30	CE	1/12/2001	$	1,903.65	MA-MARLBOROUGH	Active	1,903.65	$	0.00
840-00	001248	1	DELL Piii Mini-tower Optiplex GX110	CE	1/26/2001	$	2,111.30	MA-MARLBOROUGH	Active	2,111.30	$	0.00
840-00	000739	1	SOFA AND OTTOMAN- EMPLOYEE LOUNGE	FF	1/26/2001	$	896.80	MA-MARLBOROUGH	Active	896.80	$	0.00
840-00	000749	1	Radware LinkProof	CE	4/16/2001	$	12,602.90	MA-MARLBOROUGH	Active	12,602.90	$	0.00
840-00	000750	1	Nokia Internet Communications	CE	4/16/2001	$	6,687.84	MA-MARLBOROUGH	Active	6,687.84	$	0.00
840-00	000752	1	Compaq DL320 Rack Server	CE	6/20/2001	$	1,712.75	MA-MARLBOROUGH	Active	1,712.75	$	0.00
840-00	000754	1	Sun Drive X5244A & Sun Netra ST D130 Sto	CE	8/8/2001	$	2,907.65	MA-MARLBOROUGH	Active	2,907.65	$	0.00
840-00	000755	1	Sun Drive X5244A & Sun Netra ST D130 Sto	CE	8/8/2001	$	2,907.65	MA-MARLBOROUGH	Active	2,907.65	$	0.00
840-00	500014	1	Alteon 180e Gigabit Load balancing Switc	CE	8/31/2001	$	3,841.36	MA-MARLBOROUGH	Active	3,841.36	$	0.00
840-00	000761	1	Aladdin eSafe Protect Gateway for Checkp	CE	9/27/2001	$	6,615.00	MA-MARLBOROUGH	Active	6,615.00	$	0.00
840-00	000760	1	Nokia IP330 Firewall U-cpvp-VIG-250-3DES	CE	9/28/2001	$	8,748.66	MA-MARLBOROUGH	Active	8,748.66	$	0.00
840-00	000763	1	DLT LIBRARY 64 Nit 66 MHZ Dual Channel T	CE	9/28/2001	$	21,525.00	MA-MARLBOROUGH	Active	21,525.00	$	0.00
840-00	000762	1	Canon IR5000 Copier C500Y MPL00795 SCANN	OE	9/28/2001	$	12,600.00	MA-MARLBOROUGH	Active	12,600.00	$	0.00
840-00	000764	1	COMPAQ ML370 Server Memory	CE	10/9/2001	$	1,400.70	MA-MARLBOROUGH	Active	1,400.70	$	0.00
840-00	000765	1	COMPAQ RACK 9122 22U OPAL	CE	10/10/2001	$	1,539.85	MA-MARLBOROUGH	Active	1,539.85	$	0.00
840-00	000766	1	UNIX Veritas Volume Manager- Mail Server	PS	10/22/2001	$	3,008.25	MA-MARLBOROUGH	Active	3,008.25	$	0.00
840-00	500017	1	Dell PowerEdge 1550	CE	1/17/2002	$	1,732.50	MA-MARLBOROUGH	Active	1,732.50	$	0.00
840-00	000792	1	Dell PowerEdge 1650 - Content Vectoring	CE	7/1/2002	$	3,401.99	MA-MARLBOROUGH	Active	3,401.99	$	0.00
840-00	500020	1	Dell PowerConnect 3024, Managed Switch 2	CE	7/1/2002	$	746.55	MA-MARLBOROUGH	Active	746.55	$	0.00
840-00	500021	1	Dell Power Edge 2650	CE	7/1/2002	$	4,357.48	MA-MARLBOROUGH	Active	4,357.48	$	0.00
840-00	500022	1	Dell PowerEdge 1650	CE	8/27/2002	$	2,489.55	MA-MARLBOROUGH	Active	2,489.55	$	0.00
840-00	000794	1	ARC-SERVE Universal CLient	PS	9/1/2002	$	1,627.11	MA-MARLBOROUGH	Active	1,627.11	$	0.00
840-00	000793	1	TL891 DLX Library Expansion Unit	CE	9/6/2002	$	4,442.00	MA-MARLBOROUGH	Active	4,442.00	$	0.00
840-00	500025	1	Dell Precision 340 MiniTower 2.53Ghz/533	CE	10/23/2002	$	2,233.35	MA-MARLBOROUGH	Active	2,233.35	$	0.00
840-00	500026	1	Altheon 180e	CE	10/23/2002	$	2,119.52	MA-MARLBOROUGH	Active	2,119.52	$	0.00
840-00	000796	1	DELL 350 SERVER- SALESLOGIC SYNCHRONIZAT	CE	3/17/2003	$	1,918.35	MA-MARLBOROUGH	Active	1,918.35	$	0.00
840-00	000795	1	DELL 1650 SERVER -SALES LOGIC DATABASE	CE	3/18/2003	$	4,432.06	MA-MARLBOROUGH	Active	4,432.06	$	0.00
840-00	500028	1	Sonic Wall Network Switch	CE	3/31/2003	$	1,929.00	MA-MARLBOROUGH	Active	1,929.00	$	0.00
220-00	000799	1	Apple MacIntosh G4	CE	7/7/2003	$	1,903.70	MA-MARLBOROUGH	Active	1,903.70	$	0.00
840-00	000798	1	Kerio Mail Server w/Mcafee AV25	PS	7/18/2003	$	1,870.44	MA-MARLBOROUGH	Active	1,870.44	$	0.00
840-00	500029	1	Raritan Z-SeriesKVM IP-PAC	CE	7/25/2003	$	4,315.42	MA-MARLBOROUGH	Active	4,315.42	$	0.00
840-00	500030	1	CPQ PROLIANT DL380R G3	CE	8/5/2003	$	4,239.09	MA-MARLBOROUGH	Active	4,239.09	$	0.00

840-00	500031	1	CPQ PROLIANT DL380R G3	CE	8/11/2003	$	3,547.55	MA-MARLBOROUGH	Active	3,547.55	$	0.00
840-00	000801	1	Cisco Catalyst 6513 Chassis w/Fan	CE	8/20/2003	$	3,702.05	MA-MARLBOROUGH	Active	3,702.05	$	0.00
840-00	000802	1	CISCO Catalyst 6000 2500w AC Power Suppl	CE	8/20/2003	$	2,100.00	MA-MARLBOROUGH	Active	2,100.00	$	0.00
840-00	000803	1	CISCO Catalyst 6000 2500w Ac Power Suppl	CE	8/20/2003	$	2,100.00	MA-MARLBOROUGH	Active	2,100.00	$	0.00
840-00	000804	1	CISCO Supervisor Engine, 2-GE, Plus MSFC	CE	8/20/2003	$	15,397.00	MA-MARLBOROUGH	Active	15,397.00	$	0.00
840-00	000805	1	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	8/20/2003	$	5,134.40	MA-MARLBOROUGH	Active	5,134.40	$	0.00
840-00	000806	1	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	8/20/2003	$	5,134.40	MA-MARLBOROUGH	Active	5,134.40	$	0.00
840-00	000807	1	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	8/20/2003	$	5,134.40	MA-MARLBOROUGH	Active	5,134.40	$	0.00
840-00	000808	1	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	8/20/2003	$	5,134.40	MA-MARLBOROUGH	Active	5,134.40	$	0.00
840-00	000809	1	CISCO Catalyst 6500 48 Port 10/100 Upgra	CE	8/20/2003	$	5,134.40	MA-MARLBOROUGH	Active	5,134.40	$	0.00
840-00	000810	1	CISCO PIX 515E- Chassis, Unrestricted SW	CE	8/20/2003	$	4,893.00	MA-MARLBOROUGH	Active	4,893.00	$	0.00
840-00	000811	1	CISCO PIX 515E- Chassis Failover SW, 2FE	CE	8/20/2003	$	2,176.00	MA-MARLBOROUGH	Active	2,176.00	$	0.00
840-00	000812	1	CISCO Catalyst 6513 Chassis	CE	8/20/2003	$	11,575.00	MA-MARLBOROUGH	Active	11,575.00	$	0.00
840-00	000815	1	CISCO 48-10/100 and 2 GBIC ports	CE	8/20/2003	$	3,312.04	MA-MARLBOROUGH	Active	3,312.04	$	0.00
840-00	000813	1	APC UPS Battery lead - 19	CE	8/25/2003	$	621.74	MA-MARLBOROUGH	Active	621.74	$	0.00
840-00	000814	1	APC Smart UPS RM 5000VA XL	CE	8/25/2003	$	2,995.34	MA-MARLBOROUGH	Active	2,995.34	$	0.00
840-00	000816	1	CISCO Catalyst 6500 48Port 10/100 Upgrad	CE	8/26/2003	$	4,267.00	MA-MARLBOROUGH	Active	4,267.00	$	0.00
840-00	000818	1	CISCO Catalyst 6500 48Port 10/100 Upgrad	CE	8/26/2003	$	4,267.00	MA-MARLBOROUGH	Active	4,267.00	$	0.00
840-00	000817	1	CISCO VPN 3005 Concentrator, HW Set SW,	CE	8/29/2003	$	3,529.01	MA-MARLBOROUGH	Active	3,529.01	$	0.00
840-00	000821	1	Internap Computer Cabinet	CE	9/1/2003	$	1,750.00	MA-MARLBOROUGH	Active	1,750.00	$	0.00
220-00	500034	1	APple- PowerMac G4 M9145LL/A	CE	9/3/2003	$	1,363.95	MA-MARLBOROUGH	Active	1,363.95	$	0.00
220-00	000800	1	DELL Inspiron 8500	CE	9/4/2003	$	3,377.85	MA-MARLBOROUGH	Active	3,377.85	$	0.00
840-00	500033	1	HP Procurve Switch 2650 48PT	CE	9/11/2003	$	1,223.25	MA-MARLBOROUGH	Active	1,223.25	$	0.00
220-00	001270	1	Dell OptiPlex GX270T, 2.26GHZ,P4, 533 FS	CE	9/24/2003	$	696.15	MA-MARLBOROUGH	Active	696.15	$	0.00
800-00	001272	1	Dell OptiPlex GX270T, 2.26GHZ,P4, 533 FS	CE	9/24/2003	$	696.15	MA-MARLBOROUGH	Active	696.15	$	0.00
800-00	001276	1	Dell OptiPlex GX270T, 2.26GHZ,P4, 533 FS	CE	9/24/2003	$	696.15	MA-MARLBOROUGH	Active	696.15	$	0.00
840-00	000826	1	Cisco 2610XM Router w/ NN 8 port analog	CE	10/1/2003	$	3,316.56	MA-MARLBOROUGH	Active	3,316.56	$	0.00
840-00	000827	1	CISCO Server Component Install	CE	10/1/2003	$	7,700.00	MA-MARLBOROUGH	Active	7,700.00	$	0.00
840-00	500036	1	Altheon 180e Switch w/rack Kit	CE	1/20/2004	$	2,375.00	MA-MARLBOROUGH	Active	2,375.00	$	0.00
810-00	000834	1	OptiPlex GX270T 3.2Ghz, P4, Grey Small m	CE	1/25/2004	$	2,474.33	MA-MARLBOROUGH	Active	2,474.33	$	0.00
800-00	000836	1	DELL LCD Monitor FP1901 19	CE	3/7/2004	$	734.61	MA-MARLBOROUGH	Active	734.61	$	0.00
800-00	000843	1	DELL ULTRASHARP 1901FP DISPLAY	CE	4/2/2004	$	600.00	MA-MARLBOROUGH	Active	600.00	$	0.00
840-00	500039	1	DELL Power Edge 750	CE	4/16/2004	$	1,650.60	MA-MARLBOROUGH	Active	1,650.60	$	0.00
840-00	500040	1	DELL Power Edge 750	CE	4/16/2004	$	1,650.60	MA-MARLBOROUGH	Active	1,650.60	$	0.00
840-00	500041	1	DELL Power Edge 750	CE	4/16/2004	$	1,650.60	MA-MARLBOROUGH	Active	1,650.60	$	0.00
840-00	500042	1	DELL Power Edge 750	CE	4/16/2004	$	1,650.60	MA-MARLBOROUGH	Active	1,650.60	$	0.00
840-00	500043	1	DELL Power Edge 750	CE	4/16/2004	$	1,650.01	MA-MARLBOROUGH	Active	1,650.01	$	0.00
840-00	000844	1	HP DL380- SERVER FOR SPAM -EMAIL	CE	6/17/2004	$	5,155.81	MA-MARLBOROUGH	Active	5,155.81	$	0.00
840-00	500048	1	Dell Power Edge 1750 image 3	CE	8/11/2004	$	3,986.86	MA-MARLBOROUGH	Active	3,986.86	$	0.00
840-00	000845	1	HP Proreliant DL380 G3 Rack	CE	8/12/2004	$	9,818.56	MA-MARLBOROUGH	Active	9,818.56	$	0.00
840-00	000846	1	HP Proreliant DL380 G3 Rack	CE	8/12/2004	$	9,818.56	MA-MARLBOROUGH	Active	9,818.56	$	0.00
840-00	500044	1	DELL Power Edge 750	CE	8/12/2004	$	1,634.85	MA-MARLBOROUGH	Active	1,634.85	$	0.00
840-00	500045	1	DELL Power Edge 750	CE	8/12/2004	$	1,634.85	MA-MARLBOROUGH	Active	1,634.85	$	0.00
840-00	500046	1	DELL Power Edge 750	CE	8/12/2004	$	1,634.85	MA-MARLBOROUGH	Active	1,634.85	$	0.00
840-00	500047	1	DELL Power Edge 750	CE	8/12/2004	$	1,634.86	MA-MARLBOROUGH	Active	1,634.86	$	0.00
220-00	001288	1	DELL INSPIRON	CE	11/1/2004	$	2,386.45	MA-MARLBOROUGH	Active	2,386.45	$	0.00
840-00	001291	1	DELL OPTIPLEX GX 280	CE	12/1/2004	$	1,464.22	MA-MARLBOROUGH	Active	1,464.22	$	0.00
800-00	000849	1	HP DL380-G4 FINANCE GREAT PLAINS SERVER	CE	1/1/2005	$	10,778.08	MA-MARLBOROUGH	Active	10,778.08	$	0.00
840-00	500049	1	DELL Power Edge SC1420	CE	1/1/2005	$	1,505.70	MA-MARLBOROUGH	Active	1,505.70	$	0.00
840-00	000850	1	GREAT PLAINS FINANCE PACKAGE	PS	1/1/2005	$	50,806.90	MA-MARLBOROUGH	Active	50,806.90	$	0.00
220-00	001294	1	DELL OPTIPLEX GX-280	CE	2/1/2005	$	1,695.06	MA-MARLBOROUGH	Active	1,695.06	$	0.00
840-00	001296	1	DELL INSPIRON 8600 NOTEBOOK	CE	2/1/2005	$	3,189.66	MA-MARLBOROUGH	Active	3,189.66	$	0.00
840-00	000853	1	DELL PE-1850 SERVER	CE	3/1/2005	$	6,872.06	MA-MARLBOROUGH	Active	6,872.06	$	0.00

840-00	000854	1	DELL POWERVAULT STORAGE ARRAY	CE	3/1/2005	$	10,818.54	MA-MARLBOROUGH	Active	10,818.54	$	0.00
220-00	000856	1	DELL OPTIPLEX GX280 P4	CE	4/19/2005	$	1,638.79	MA-MARLBOROUGH	Active	1,638.79	$	0.00
840-00	500054	1	RARITAN Z-SERIES CIMS UKUMSPD	CE	5/10/2005	$	2,360.09	MA-MARLBOROUGH	Active	2,360.09	$	0.00
840-00	500050	1	DELL XEON PE2850	CE	5/11/2005	$	7,098.00	MA-MARLBOROUGH	Active	7,098.00	$	0.00
840-00	500051	1	DELL XEON PE2850	CE	5/11/2005	$	7,098.00	MA-MARLBOROUGH	Active	7,098.00	$	0.00
840-00	500053	1	DELL XEON PE2850	CE	5/11/2005	$	5,912.60	MA-MARLBOROUGH	Active	5,912.60	$	0.00
840-00	500055	1	RARITAN Z-SERIES CIMS	CE	5/13/2005	$	2,914.23	MA-MARLBOROUGH	Active	2,914.23	$	0.00
840-00	000863	1	SalesLogix Advanced Sales Client (4)	PS	7/26/2005	$	4,698.75	MA-MARLBOROUGH	Active	4,698.75	$	0.00
840-00	500056	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500057	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500060	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500061	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500062	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500063	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.05	MA-MARLBOROUGH	Active	1,156.05	$	0.00
840-00	500064	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.06	MA-MARLBOROUGH	Active	1,156.06	$	0.00
840-00	500065	1	DELL XEON 800 Mhz 2.8GHz-LV/1MB	CE	11/20/2005	$	1,156.06	MA-MARLBOROUGH	Active	1,156.06	$	0.00
840-00	500068	1	HP PROCURVE 2848 MANAGED GIG SWITCH & RA	CE	11/21/2005	$	4,045.65	MA-MARLBOROUGH	Active	4,045.65	$	0.00
840-00	500070	1	HP PROCURVE 2848 MANAGED GIG SWITCH & RA	CE	11/21/2005	$	4,045.65	MA-MARLBOROUGH	Active	4,045.65	$	0.00
840-00	500067	1	APPLE XSERVE G5 2.0GHZ CTO	CE	11/22/2005	$	3,588.72	MA-MARLBOROUGH	Active	3,588.72	$	0.00
840-00	500069	1	APC RACKMOUNT AUTO TRANS SWITCH 15A	CE	11/23/2005	$	1,039.50	MA-MARLBOROUGH	Active	1,039.50	$	0.00
840-00	000865	1	CISCO one port T# Network Module	CE	12/1/2005	$	5,642.97	MA-MARLBOROUGH	Active	5,642.97	$	0.00
840-00	000867	1	MS Office 12 Licenses PRO ENT 2003	PS	2/10/2006	$	5,481.00	MA-MARLBOROUGH	Active	5,481.00	$	0.00
840-00	000871	1	HP Laserjet Printer HP4250n/4350	CE	2/27/2006	$	1,324.47	MA-MARLBOROUGH	Active	1,324.47	$	0.00
800-00	001326	1	HP/Compaq Laptop NC8230	CE	5/4/2006	$	3,316.81	MA-MARLBOROUGH	Active	3,316.81	$	0.00
840-00	500074	1	DELL PowerEdge 850 521, 2.8Ghz/1MB Cache	CE	6/7/2006	$	1,505.71	MA-MARLBOROUGH	Active	1,505.71	$	0.00
840-00	500072	1	001445	CE	6/11/2006	$	1,820.71	MA-MARLBOROUGH	Active	1,820.71	$	0.00
840-00	500073	1	DELL Dual Core Pentium D, 950 Processor,	CE	6/29/2006	$	1,795.51	MA-MARLBOROUGH	Active	1,795.51	$	0.00
840-00	000879	1	DISKeeper 10 PRO 100-249 User License	PS	7/31/2006	$	3,780.00	MA-MARLBOROUGH	Active	3,780.00	$	0.00
840-00	000881	1	300GB Hard Drive, Ultra 320 SCSI BITSTER	CE	12/14/2006	$	5,298.13	MA-MARLBOROUGH	Active	5,298.13	$	0.00
840-00	000888	1	ADOBE CREATIVE UPGRADES -COMPANY WIDE	PS	2/7/2007	$	1,116.01	MA-MARLBOROUGH	Active	1,116.01	$	0.00
840-00	000905	1	CISCO Catalyst 6500 48-PORT	CE	2/12/2007	$	5,150.35	MA-MARLBOROUGH	Active	5,150.35	$	0.00
840-00	000906	1	HP 4250 TN LASERJET PRINTER	CE	2/16/2007	$	1,553.90	MA-MARLBOROUGH	Active	1,553.90	$	0.00
840-00	000910	1	BACKUP SYSTEm SOFTWARE	PS	3/30/2007	$	28,937.50	MA-MARLBOROUGH	Active	28,937.50	$	0.00
840-00	000922	1	DD430 APPLIANCE SERIES RESTORER (DATADOM	CE	4/6/2007	$	37,920.00	MA-MARLBOROUGH	Active	37,920.00	$	0.00
840-00	000920	1	DELL POWEREDGE 1950 COMMVAULT SERVER	CE	4/11/2007	$	4,186.12	MA-MARLBOROUGH	Active	4,186.12	$	0.00
840-00	000921	1	DELL POWEREDGE 1950 COMMVAULT SERVER	CE	4/11/2007	$	4,386.12	MA-MARLBOROUGH	Active	4,386.12	$	0.00
840-00	000916	1	Qualstar 4222 AIT5 2Drive LVD ( Backup S	CE	5/1/2007	$	14,714.15	MA-MARLBOROUGH	Active	14,714.15	$	0.00
840-00	000917	1	AIT-5 400GB Back-up Tape Cartridges(50)	CE	5/1/2007	$	3,453.50	MA-MARLBOROUGH	Active	3,453.50	$	0.00
840-00	000925	1	BACKUP SYSTEM - CONSULTING AND INSTALLTI	CE	5/1/2007	$	3,495.40	MA-MARLBOROUGH	Active	3,495.40	$	0.00
840-00	000913	1	SQL for SalesLogix	PS	5/10/2007	$	1,242.93	MA-MARLBOROUGH	Active	1,242.93	$	0.00
840-00	000912	1	Windows Server	PS	5/11/2007	$	2,845.00	MA-MARLBOROUGH	Active	2,845.00	$	0.00
840-00	000932	1	HP4250DN PRINTER (FINANCE BY DEBBE)	CE	6/4/2007	$	1,532.85	MA-MARLBOROUGH	Active	1,532.85	$	0.00
840-00	000933	1	HP4250DN PRINTER (SERVICES BY SAUL)	CE	6/4/2007	$	1,532.84	MA-MARLBOROUGH	Active	1,532.84	$	0.00
220-00	000944	1	ALIENWARE MJ-12 8550i Rack Mount PF Demo	CE	7/19/2007	$	5,990.25	MA-MARLBOROUGH	Active	5,990.25	$	0.00
220-00	000941	1	XEROX 6360DN	CE	7/31/2007	$	1,672.42	MA-MARLBOROUGH	Active	1,672.42	$	0.00
840-00	000946	1	HP Compaq R21-D30	CE	8/10/2007	$	1,656.08	MA-MARLBOROUGH	Active	1,656.08	$	0.00
840-00	000942	1	NEC PHONE SYSTEM with PHONES	OE	8/31/2007	$	49,498.41	MA-MARLBOROUGH	Active	38,773.73	$	10,724.68
840-00	001514	1	CUSTOM RECEPTION DESK	FF	9/1/2007	$	12,963.75	MA-MARLBOROUGH	Active	9,938.86	$	3,024.89
800-00	000937	1	Great Plains Fixed Asset Software	PS	9/1/2007	$	7,244.25	MA-MARLBOROUGH	Active	7,244.25	$	0.00
840-00	001508	1	RECEPTION CHAIR - BLUE	FF	9/7/2007	$	2,263.80	MA-MARLBOROUGH	Active	1,735.58	$	528.22
840-00	001507	1	RECEPTION CHAIR - BLUE	FF	9/7/2007	$	2,263.80	MA-MARLBOROUGH	Active	1,735.58	$	528.22
840-00	001509	1	ROUND END TABLE WITH SHELF	FF	9/7/2007	$	699.30	MA-MARLBOROUGH	Active	536.16	$	163.14
840-00	001512	1	3 SalesLogix Licenses	PS	10/1/2007	$	2,027.25	MA-MARLBOROUGH	Active	2,027.25	$	0.00

840-00	001522	1	Symantec Antivirus Corp Edition 10.2	PS	11/2/2007	$	2,718.71	MA-MARLBOROUGH	Active	2,718.71	$	0.00
840-00	001525	1	Quad Core Xeon E5450 Dell 1950 Server	CE	11/27/2007	$	6,161.50	MA-MARLBOROUGH	Active	6,161.50	$	0.00
840-00	001528	1	5 SalesLogix Client Licenses	PS	12/6/2007	$	3,648.75	MA-MARLBOROUGH	Active	3,648.75	$	0.00
800-00	001533	1	Rockton Security Software	PS	12/7/2007	$	5,265.00	MA-MARLBOROUGH	Active	5,265.00	$	0.00
810-00	001531	1	HP dc7800 Desktop computer	CE	12/19/2007	$	2,093.58	MA-MARLBOROUGH	Active	2,093.58	$	0.00
840-00	001534	1	THG Sales Logix Server & Licenses	PS	1/2/2008	$	9,201.50	MA-MARLBOROUGH	Active	9,201.50	$	0.00
800-00	001538	1	HP DC7800 Desktop	CE	1/7/2008	$	2,069.43	MA-MARLBOROUGH	Active	2,069.43	$	0.00
840-00	001535	1	Cummings M556 Shredder	ME	1/9/2008	$	2,479.25	MA-MARLBOROUGH	Active	1,735.47	$	743.78
840-00	50016	1	Dell PE 1950 Server	CE	4/3/2008	$	3,486.60	VA-RICHMOND	Active	3,486.60	$	0.00
800-00	001553	1	HP Compaq 8510P Notebook	CE	4/17/2008	$	2,269.46	MA-MARLBOROUGH	Active	2,269.46	$	0.00
840-00	001560	1	67 Chairs	FF	5/27/2008	$	19,144.65	MA-MARLBOROUGH	Active	12,124.96	$	7,019.69
840-00	500122	1	Dell Server for Myfonts Back-Up	CE	6/1/2008	$	3,889.82	MA-MARLBOROUGH	Active	3,889.82	$	0.00
800-00	001567	1	HP DC7800 Desktop	CE	7/10/2008	$	1,250.22	MA-MARLBOROUGH	Active	1,250.22	$	0.00
840-00	001569	1	P640 Messaging Gateway	CE	1/31/2009	$	8,050.00	MA-MARLBOROUGH	Active	6,708.32	$	1,341.68
840-00	001572	1	Dell Mail Server - Power Edge R300	CE	4/20/2009	$	3,080.09	MA-MARLBOROUGH	Active	2,310.08	$	770.01
220-00	001589	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
800-00	001637	1	EXECUTIVE DESK	FF	9/1/2009	$	8,576.80	MA-MARLBOROUGH	Active	3,144.85	$	5,431.95
800-00	001638	1	FILE CABINET UNIT	FF	9/1/2009	$	2,539.76	MA-MARLBOROUGH	Active	931.25	$	1,608.51
800-00	001639	1	CONFERENCE TABLE (ROUND)	FF	9/1/2009	$	1,758.75	MA-MARLBOROUGH	Active	644.86	$	1,113.89
800-00	001640	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
800-00	001641	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
800-00	001642	1	BUILT IN OFFICE	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
800-00	001643	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
800-00	001644	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
800-00	001645	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
810-00	001646	1	BOOKCASE UNIT	FF	9/1/2009	$	1,779.75	MA-MARLBOROUGH	Active	652.56	$	1,127.19
810-00	001647	1	STROAGE CABINET	FF	9/1/2009	$	2,388.75	MA-MARLBOROUGH	Active	875.86	$	1,512.89
810-00	001648	1	CONFERENCE TABLE (BOAT)	FF	9/1/2009	$	2,257.50	MA-MARLBOROUGH	Active	827.78	$	1,429.72
810-00	001649	1	CREDENZA	FF	9/1/2009	$	2,152.50	MA-MARLBOROUGH	Active	789.28	$	1,363.22
810-00	001650	1	EXECUTIVE DESK	FF	9/1/2009	$	8,576.80	MA-MARLBOROUGH	Active	3,144.85	$	5,431.95
840-00	001651	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001652	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001653	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001654	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001655	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001656	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001657	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001658	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001659	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
840-00	001660	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
840-00	001661	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
840-00	001663	1	BUILT-IN DESK-OFFICE 2013	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
840-00	001664	1	BUILT-IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
840-00	001665	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001666	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001667	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001668	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001669	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001670	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001671	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001672	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
840-00	001673	1	KITCHEN TABLE	FF	9/1/2009	$	267.75	MA-MARLBOROUGH	Active	98.16	$	169.59
840-00	001674	1	KITCHEN TABLE	FF	9/1/2009	$	267.75	MA-MARLBOROUGH	Active	98.16	$	169.59

840-00	001675	1	KITCHEN TABLE	FF	9/1/2009	$	267.75	MA-MARLBOROUGH	Active	98.16	$	169.59
840-00	001676	1	KITCHEN TABLE	FF	9/1/2009	$	267.75	MA-MARLBOROUGH	Active	98.16	$	169.59
840-00	001677	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001678	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001679	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001680	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001681	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001682	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001683	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001684	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001685	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001686	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001687	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001688	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001689	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001690	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001691	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001692	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001693	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001694	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001695	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001696	1	KITCHEN CHAIR	FF	9/1/2009	$	65.10	MA-MARLBOROUGH	Active	23.90	$	41.20
840-00	001697	1	MEDIA CENTER	FF	9/1/2009	$	2,822.50	MA-MARLBOROUGH	Active	1,034.91	$	1,787.59
840-00	001698	1	CREDENZA	FF	9/1/2009	$	3,218.25	MA-MARLBOROUGH	Active	1,180.04	$	2,038.21
840-00	001699	1	CONFERENCE TABLE	FF	9/1/2009	$	5,591.25	MA-MARLBOROUGH	Active	2,050.14	$	3,541.11
840-00	001700	1	TECHNOLOGY PORTS	FF	9/1/2009	$	1,627.50	MA-MARLBOROUGH	Active	596.78	$	1,030.72
120-10	001578	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
120-10	001579	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
120-10	001580	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
400-10	001609	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
400-10	001610	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
500-10	001614	1	BUILT IN DESK	FF	9/1/2009	$	2,899.75	MA-MARLBOROUGH	Active	1,063.25	$	1,836.50
300-20	001590	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
300-20	001591	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
300-20	001592	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
300-20	001593	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
300-20	001594	1	WORKSTATION	FF	9/1/2009	$	3,281.35	MA-MARLBOROUGH	Active	1,203.17	$	2,078.18
500-20	001615	1	BOOKCASE UNIT	FF	9/1/2009	$	1,905.75	MA-MARLBOROUGH	Active	698.76	$	1,206.99
500-20	001616	1	CONFERENCE TABLE (ROUND)	FF	9/1/2009	$	1,412.25	MA-MARLBOROUGH	Active	517.84	$	894.41
500-20	001617	1	EXECUTIVE DESK	FF	9/1/2009	$	7,915.32	MA-MARLBOROUGH	Active	2,902.27	$	5,013.05
500-20	001618	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
840-00	001710	1	MARLBORO BUILT-OUT	LI	9/1/2009	$	23,745.93	MA-MARLBOROUGH	Active	4,353.40	$	19,392.53
840-00	001711	1	MARLBORO SECURITY SYSTEM	LI	9/1/2009	$	2,900.00	MA-MARLBOROUGH	Active	531.69	$	2,368.31
840-00	001712	1	MARLBORO - DOOR LOCKS	LI	9/1/2009	$	1,978.83	MA-MARLBOROUGH	Active	362.78	$	1,616.05
840-00	001713	1	MARLBORO- CABLING	LI	9/1/2009	$	38,854.13	MA-MARLBOROUGH	Active	7,123.23	$	31,730.90
840-00	001714	1	MARLBORO TELEPHONE WIRING	LI	9/1/2009	$	13,346.54	MA-MARLBOROUGH	Active	2,446.85	$	10,899.69
840-00	001702	1	SAMSUNG LCD TV 40”	OE	9/1/2009	$	1,062.49	MA-MARLBOROUGH	Active	389.59	$	672.90
840-00	001703	1	SAMSUNG LCD TV 40”	OE	9/1/2009	$	1,062.49	MA-MARLBOROUGH	Active	389.59	$	672.90
840-00	001704	1	SAMSUNG LCD TV 52”	OE	9/1/2009	$	2,337.48	MA-MARLBOROUGH	Active	857.09	$	1,480.39
840-00	001705	1	SAMSUNG LCD TV 55”	OE	9/1/2009	$	2,337.49	MA-MARLBOROUGH	Active	857.09	$	1,480.40
810-00	001706	1	HAIER 4.52 CU FT REFRIGERATOR	OE	9/1/2009	$	185.93	MA-MARLBOROUGH	Active	68.19	$	117.74
810-00	001707	1	HAIER 4.52 CU FT REFRIGERATOR	OE	9/1/2009	$	185.93	MA-MARLBOROUGH	Active	68.19	$	117.74
840-00	001708	1	SAMSUNG REFRIGERATOR	OE	9/1/2009	$	918.11	MA-MARLBOROUGH	Active	336.63	$	581.48

840-00	001709	1	SAMSUNG REFRIGERATOR	OE	9/1/2009	$	918.11	MA-MARLBOROUGH	Active	336.63	$	581.48
840-00	001725	1	Normandy Build Out Change Orders	LI	11/1/2009	$	2,879.00	MA-MARLBOROUGH	Active	487.99	$	2,391.01
840-00	001723	1	3COM Switch 4200G 24PT	CE	11/6/2009	$	1,471.55	MA-MARLBOROUGH	Active	817.55	$	654.00
220-00	001726	1	DVD Producer III 6100 - Everest 600	ME	11/30/2009	$	18,221.87	MA-MARLBOROUGH	Active	6,073.97	$	12,147.90
840-00	001825	1	Exterior Building ID Signage	LI	2/1/2010	$	3,945.13	MA-MARLBOROUGH	Active	578.20	$	3,366.93
840-00	001828	1	Chairs	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
840-00	001829	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
840-00	001830	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
800-00	001831	1	Chair	FF	3/1/2010	$	300.82	MA-MARLBOROUGH	Active	80.20	$	220.62
800-00	001832	1	Chair	FF	3/1/2010	$	300.82	MA-MARLBOROUGH	Active	80.20	$	220.62
800-00	001833	1	Chair	FF	3/1/2010	$	300.82	MA-MARLBOROUGH	Active	80.20	$	220.62
800-00	001834	1	Chair	FF	3/1/2010	$	300.82	MA-MARLBOROUGH	Active	80.20	$	220.62
840-00	001835	1	Chair	FF	3/1/2010	$	300.82	MA-MARLBOROUGH	Active	80.20	$	220.62
800-00	001836	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
840-00	001837	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001838	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001839	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001841	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001842	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001843	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
840-00	001846	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
810-00	001840	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
500-20	001845	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
500-20	001847	1	Chair	FF	3/1/2010	$	300.81	MA-MARLBOROUGH	Active	80.20	$	220.61
840-00	001827	1	ComVault Upgrade	PS	3/1/2010	$	4,126.26	MA-MARLBOROUGH	Active	1,833.90	$	2,292.36
810-00	001881	1	Apple MacBook Pro-RAE-USA	CE	5/7/2010	$	370.81	MA-MARLBOROUGH	Active	144.20	$	226.61
800-00	001863	1	Interior Employee Nameplates	LI	5/25/2010	$	2,971.44	MA-MARLBOROUGH	Active	693.31	$	2,278.13
800-00	001868	1	Dell Latitude E6410	CE	6/9/2010	$	1,779.08	MA-MARLBOROUGH	Active	642.45	$	1,136.63
800-00	001869	1	Dell 22” LCD Monitor	CE	6/9/2010	$	265.84	MA-MARLBOROUGH	Active	95.97	$	169.87
840-00	001883	1	Kerio Connect with McAfee Anti-Virus,	PS	6/11/2010	$	1,300.50	MA-MARLBOROUGH	Active	469.66	$	830.84
800-00	001878	1	ASUS VW224U Black 22” LCD Monitor	CE	6/21/2010	$	0.00	MA-MARLBOROUGH	Active	—	$	0.00
800-00	001877	1	HP Laserjet P2035DN Printer	ME	6/22/2010	$	0.00	MA-MARLBOROUGH	Active	—	$	0.00
800-00	001884	1	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.81	MA-MARLBOROUGH	Active	61.18	$	244.63
840-00	001884	2	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.81	MA-MARLBOROUGH	Active	61.18	$	244.63
840-00	001884	3	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.82	MA-MARLBOROUGH	Active	61.18	$	244.64
840-00	001884	4	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.81	MA-MARLBOROUGH	Active	61.18	$	244.63
840-00	001884	5	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.81	MA-MARLBOROUGH	Active	61.18	$	244.63
840-00	001884	6	Global SupraX Meduim Back Tilter, Sprink	FF	7/23/2010	$	305.82	MA-MARLBOROUGH	Active	61.18	$	244.64
840-00	001901	1	Dell Latitude E6410	CE	9/16/2010	$	2,291.62	MA-MARLBOROUGH	Active	636.58	$	1,655.04
220-00	001893	1	Dell Optiplex 980 Minitower	CE	9/20/2010	$	1,249.71	MA-MARLBOROUGH	Active	347.12	$	902.59
220-00	001892	1	Dell OptiPlex 980 Minitower	CE	9/21/2010	$	1,249.72	MA-MARLBOROUGH	Active	347.12	$	902.60
800-00	001896	1	Dell Optiplex 980 Minitower	CE	9/21/2010	$	1,249.71	MA-MARLBOROUGH	Active	347.12	$	902.59
800-00	001897	1	Dell Optiplex 980 Minitower	CE	9/21/2010	$	1,249.71	MA-MARLBOROUGH	Active	347.12	$	902.59
800-00	001898	1	Dell Optiplex 980 Minitower	CE	9/21/2010	$	1,249.71	MA-MARLBOROUGH	Active	347.12	$	902.59
840-00	001899	1	Dell Optiplex 980 Minitower	CE	9/21/2010	$	1,249.71	MA-MARLBOROUGH	Active	347.12	$	902.59
800-00	001900	1	Dell Optiplex 980 Minitower	CE	9/21/2010	$	1,249.72	MA-MARLBOROUGH	Active	347.12	$	902.60
840-00	001895	1	Dell R710 2U Server	CE	9/24/2010	$	8,672.96	MA-MARLBOROUGH	Active	2,409.18	$	6,263.78
840-00	001902	1	Dell Memory Module for Dell Power Edge	CE	9/29/2010	$	1,115.58	MA-MARLBOROUGH	Active	309.89	$	805.69
840-00	001905	1	Dell OptiPlex 980	CE	10/11/2010	$	1,228.62	MA-MARLBOROUGH	Active	307.17	$	921.45
840-00	001911	1	MS Visual Studio Professional 2010	PS	10/20/2010	$	2,051.93	MA-MARLBOROUGH	Active	512.99	$	1,538.94
840-00	001903	1	10 Ton Liebert	ME	10/26/2010	$	27,838.13	MA-MARLBOROUGH	Active	4,175.73	$	23,662.40
840-00	001906	1	Dell Optiplex 980	CE	10/28/2010	$	1,533.86	MA-MARLBOROUGH	Active	383.48	$	1,150.38
800-00	001909	1	Dell Optiplex 980	CE	10/28/2010	$	1,508.77	MA-MARLBOROUGH	Active	377.19	$	1,131.58

840-00	001916	1	Dell R410 1U Server	CE	2/16/2011	$	2,441.59	MA-MARLBOROUGH	Active	339.10	$	2,102.49
840-00	001930	1	Server System	CE	4/29/2011	$	39,362.50	MA-MARLBOROUGH	Active	3,280.20	$	36,082.30
840-00	001931	1	Server Standard Disk Option	CE	4/29/2011	$	6,693.75	MA-MARLBOROUGH	Active	557.82	$	6,135.93
840-00	001932	1	Cisco Firewall	CE	5/2/2011	$	2,817.81	MA-MARLBOROUGH	Active	156.54	$	2,661.27
840-00	1934	1	Cisco Firewall	CE	5/2/2011	$	2,817.80	MA-MARLBOROUGH	Active	156.54	$	2,661.26
840-00	001933	1	Catalyst 6500 w/Jumbo Frame	CE	5/12/2011	$	4,267.07	MA-MARLBOROUGH	Active	237.06	$	4,030.01
840-00	001935	1	Dell PowerEdge R310 Server	CE	6/10/2011	$	3,956.78	MA-MARLBOROUGH	Active	109.91	$	3,846.87
400-40	001062	1	Office side chair	FF	6/1/1988	$	308.70	MA-MARLBOROUGH	Active	308.70	$	0.00
500-40	001363	1	Office Equipment	FF	12/30/1996	$	1,012.00	NH-PLAISTOW	Active	1,012.00	$	0.00
500-40	001364	1	Office Equipment	FF	7/31/1998	$	1,306.00	NH-PLAISTOW	Active	1,306.00	$	0.00
500-40	000408	1	Chair- Solo lo Back, Mid. Blue w/arms	FF	9/28/1999	$	135.45	MA-MARLBOROUGH	Active	135.45	$	0.00
400-40	001613	1	BUILT IN DESK	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00
400-40	001715	1	Built in desk	FF	9/1/2009	$	3,004.75	MA-MARLBOROUGH	Active	1,101.75	$	1,903.00

Marlborough Software Development Holdings Inc.

Product		Name	Invoice #	Post Date	COST BASIS		Length of Amort in Months		Monthly Amortization		# of Months Amortized		# of Months Left		ACCUM AMORT		NETBOOK Left
PF	Goodwill	Alaras Acquisition				498,333										—		498,333
PF	Goodwill	Press-Sense iWay Acquisition				2,799,486										—		2,799,486
BOLT	Patents	Commissioner of Patent	06/27/02	06/02		1,310		60				60		—		1,310		—
BOLT	Patents	Commissioner of Patent	06/30/02	06/02		3,836		60				60		—		3,836		—
BOLT	Patents	Commissioner of Patent	06/30/02	06/02		3,818		60				60		—		3,818		—
BOLT	Patents	Commissioner of Patent	06/30/02	06/02		3,881		60				60		—		3,881		—
BOLT	Patents	Commissioner of Patent	06/30/02	06/02		3,818		60				60		—		3,818		—
BOLT	Patents	Porter & Assoc	06/12/02	06/02		37,380		60				60		—		37,380		—
BOLT	Patents	Ed Porter Thunderhawk	07/31/02	07/02		4,742		60				60		—		4,742		—
BOLT	Patents	Ed Porter Thunderhawk	12/23/02	11/02		12,780		60				60		—		12,780		—
BOLT	Patents	Ed Porter	2/15/02	2/02		6,920		60				60		—		6,920		—
BOLT	Patents	Ed Porter	3/31/02	3/02		1,500		60				60		—		1,500		—
BOLT	Patents	Commissioner of Patent	Thawk Cellphine	03/03		2,238		60				60		—		2,238		—
BOLT	Patents	Porter & Associates	ThunderHawk—  Patent work	04/03		10,964		60				60		—		10,964		—
BOLT	Patents	Porter & Associates	ThunderHawk—  Patent work	10/03		5,540		60				60		—		5,540		—
BOLT	Patents	Shinjyu Global IP Counselors	ThunderHawk-Japanese Patent Ap. Translation	12/03		10,500		60				60		—		10,500		—
BOLT	Patents	Porter & Associates	ThunderHawk—  Patent work	12/03		4,360		60				60		—		4,360		—
BOLT	Patents	Bowles Horton	ThunderHawk-European Patent Applications	12/03		25,334		60				60		—		25,334		—
BOLT	Patents	Shinjyu Global IP Counselors	ThunderHawk-Japanese Patent Ap. Translation	12/03		7,721		60				60		—		7,721		—
BOLT	Patents	Commissioner of Patent	ThunderHawk—  Patent work	01/04		9,631		60				60		—		9,631		—
BOLT	Patents	Shinjyu Global IP Counselors	ThunderHawk-Japanese Patent Ap. Translation	03/04		9,017		60				60		—		9,017		—
BOLT	Patents	Commissioner of Patent	ThunderHawk Patent Application	04/04		1,026		60				60		—		1,026		—
BOLT	Patents	Commissioner of Patent	ThunderHawk Patent Application	05/04		1,330		60				60		—		1,330		—
BOLT	Patents	Porter & Associates	ThunderHawk-Japanese Patent Ap. Translation	11/04		3,737		60				60		—		3,737		—
BOLT	Patents	Porter & Associates	ThunderHawk Patent Application	04/05		5,540		60				60		—		5,540		—
BOLT	Patents	Commissioner of Patent	ThunderHawk Patent Application	04/05		1,522		60				60		—		1,522		—
BOLT	Patents	Bowles Horton	Thunderhawk EU patent Application	08/05		8,054		60				60		—		8,054		—
BOLT	Patents	Porter & Associates	ThunderHawk Patent Application	09/05		6,747		60				60		—		6,747		—
BOLT	Patents	Porter & Associates	ThunderHawk Patent Application	09/06		18,253		60		304		60		—		18,253		—
BOLT	Patents	Porter & Associates	ThunderHawk Patent Application	01/07		8,800		60		147		58		2		8,507		293
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1A-PCT	03/07		1,287		60		21		56		4		1,201		86
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1B-PCT	03/07		1,287		60		21		56		4		1,201		86
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1F-PCT	03/07		1,287		60		21		56		4		1,201		86
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1K-PCT	03/07		1,287		60		21		56		4		1,201		86
BOLT	Patents	Director of Patent & Trademerk Office	Thunderhawk BIT01-1K-US	08/07		1,700		60		28		50		10		1,417		284
BOLT	Patents	Global IP Counselors, LLP	Thunderhawk Japan Patent BIT02-1PCT	02/08		2,282		60		38		45		15		1,712		570
BOLT	Patents	Global IP Counselors, LLP	Thunderhawk Japan Patent BIT02-2PCT	02/08		1,450		60		24		45		15		1,088		363
BOLT	Patents	Global IP Counselors, LLP	Thunderhawk Japan Patent BIT02-2PCT	02/08		2,112		60		35		45		15		1,584		528
BOLT	Patents	Global IP Counselors, LLP	Thunderhawk Japan Patent BIT02-1PCT	02/08		2,357		60		39		45		15		1,768		589
BOLT	Patents	Global IP Counselors, LLP	Thunderhawk Japan Patent BIT02-2PCT	02/08		290		60		5		45		15		217		73
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1A-EPO	09/08		2,029		60		34		38		22		1,285		744
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1B-EPO	09/08		2,065		60		34		38		22		1,308		757
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1F-EPO	09/08		2,065		60		34		38		22		1,308		757
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1K-EPO	09/08		2,065		60		34		38		22		1,308		757
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1A-EPO	09/08		1,382		60		23		38		22		876		507
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1B-EPO	09/08		1,642		60		27		38		22		1,040		602
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1F-EPO	09/08		1,599		60		27		38		22		1,013		586
BOLT	Patents	Bowles Horton	Thunderhawk BIT01-1K-EPO	09/08		1,512		60		25		38		22		958		555
BOLT	Patents	Bowles Horton		10/08		4,392		60		73		37		23		2,708		1,684
BOLT	Patents	Bowles Horton	Thunderhawk	11/08		1,293		60		22		36		24		776		517
BOLT	Patents	Bowles Horton	Thunderhawk patent	05/09		8,025		60		134		30		30		4,012		4,012
BOLT	Patents	Porter & Associates	1/16-10/27/09 fees	10/31/09		4,980		60		83		23		37		1,909		3,071
BOLT	Patents	Bowles Horton	Thunderhawk patent	11/17/09		5,166		60		86		23		37		1,980		3,186
BOLT	Patents	Bowles Horton	Thunderhawk patent	11/17/09		2,100		60		35		23		37		805		1,295
BOLT	Patents	Bowles Horton	Thunderhawk patent	11/17/09		1,933		60		32		23		37		741		1,192
BOLT	Patents	Bowles Horton	Thunderhawk patent	11/17/09		2,136		60		36		23		37		819		1,317
BOLT	Patents	Bowles Horton	Thunderhawk patent-BIT01-1B-EPO	03/31/10		2,372		60		40		20		40		791		1,581
BOLT	Patents	Bowles Horton	Thunderhawk patent-BIT01-1F-EPO	03/31/10		2,372		60		40		20		40		791		1,581
BOLT	Patents	Bowles Horton	Thunderhawk patent-BIT01-1K-EPO	03/31/10		2,372		60		40		20		40		791		1,581
BOLT	Patents	Director of Patent & Trademerk Office	Thunderhawk patent-BIT01-1B-US	04/30/10		1,810		60		30		19		41		573		1,237
BOLT	Patents	Seyfarth Shaw	Legal Fees-BOLT	10/27/10		12,322		60		205		13		47		2,670		9,652
BOLT	Patents	Bowles Horton	BOLT patent-BIT02-1EPO	10/04/10		2,064		48		43		13		35		559		1,505
BOLT	Patents	Seyfarth Shaw	Legal Fees, Cloud Computing	10/31/10		5,278		60		88		12		48		1,056		4,222
BOLT	Patents	Bowles Horton	BOLT Patent—BIT01-IB-EPO	04/30/11		2,714		48		57		7		41		396		2,318
BOLT	Patents	Bowles Horton	BOLT Patent—BIT01-IB-EPO	04/30/11		2,714		48		57		7		41		396		2,318
BOLT	Patents	Bowles Horton	BOLT Patent—BIT01-IB-EPO	04/30/11		2,714		48		57		7		41		396		2,318
BOLT	Patents	Bowles Horton	BOLT Patent—BIT01-IB-EPO	04/30/11		469		48		10		7		41		68		400
PF	Patents	Porter & Associates	10/5/99 8/3-10/5	10/99		11,225		60				60		—		11,225		—
PF	Patents	Porter & Associates	12/10/99	12/99		33,706		60				60		—		33,706		—
PF	Patents	Commissioner of Patents	REQ 8250	1/00		2,042		60				60		—		2,042		—
PF	Patents	Commissioner of Patents	REQ 8251	1/00		40		60				60		—		40		—
PF	Patents	Porter & Associates	NUDOC	2/4/2004		2,137		60				60		—		2,137		—
PF	Patents	Porter & Associates	NUDOC	11/08		1,110		48		23		36		12		833		277
PF	Patents	iWay Acquisition	Press-Sense	6/10		1,410,000		90		15,667		17		73		266,333		1,143,667
PF	Trademarks	Wolf, Greenfield	109240	12/02/97		475		60				60		—		475		—
PF	Trademarks	Wolf, Greenfield	110609	12/31/97		66		60				60		—		66		—
PF	Trademarks	Wolf, Greenfield	111569	01/31/98		1,687		60				60		—		1,687		—
PF	Trademarks	Commissioner of Patent and Trademarks		4/29/98		1,320		60				60		—		1,320		—
PF	Trademarks	Wolf, Greenfield	11416	05/12/97		71		60				60		—		71		—
PF	Trademarks	Swig00	217192	6/10/98		285		60				60		—		285		—
PF	Trademarks	Thompson & Thompson	412435	7/17/98		460		60				60		—		460		—
PF	Trademarks	Wolf, Greenfield	107799/117492	8/98		179		60				60		—		179		—
PF	Trademarks	Wolf, Greenfield	118375	9/98		544		60				60		—		544		—
PF	Trademarks	Commissioner of Patents	10346	10/8/98		100		60				60		—		100		—
PF	Trademarks	Thomson & Thomson	464303-1	10/13/98		370		60				60		—		370		—
PF	Trademarks	Thomson & Thomson	468833-1	10/23/98		370		60				60		—		370		—
PF	Trademarks	William Swiggart	inv. 217195	11/12/98		405		60				60		—		405		—
PF	Trademarks	Thompson & Thompson	inv. 486276-1	12/31/98		530		60				60		—		530		—
PF	Trademarks	Wolf, Greenfield	inv. 121430	12/31/98		844		60				60		—		844		—
PF	Trademarks	Wolf, Greenfield	122809	2/99		79		60				60		—		79		—
PF	Trademarks	Warner & Stackpole	99020272	2/99		1,200		60				60		—		1,200		—
PF	Trademarks	Wolf, Greenfield	122809	3/8/99		159		60				60		—		159		—
PF	Trademarks	Thompson & Thompson	502536	3/15/99		760		60				60		—		760		—
PF	Trademarks	Thompson & Thompson	505652	3/15/99		380		60				60		—		380		—
PF	Trademarks	Wolf, Greenfield	123780	4/5/99		76		60				60		—		76		—
PF	Trademarks	Swiggart, William	418	4/6/99		137		60				60		—		137		—
PF	Trademarks	Thompson & Thompson	526257-1	4/26/99		380		60				60		—		380		—
PF	Trademarks	Thompson & Thompson	526257-2	4/26/99		380		60				60		—		380		—
PF	Trademarks	Thompson & Thompson	532987-0-1	4/26/99		480		60				60		—		480		—
PF	Trademarks	Thompson & Thompson	517241-1	5/27/99		380		60				60		—		380		—
PF	Trademarks	Thompson & Thompson	542552-1	5/28/99		380		60				60		—		380		—
PF	Trademarks	Thompson & Thompson	inv 546566	6/17/99		380		60				60		—		380		—
PF	Trademarks	Thompson & Thompson	553712	7/2/99		380		60				60		—		380		—
PF	Trademarks	Commissioner of Patents	Inv. BITT99-3	10/99		1,250		60				60		—		1,250		—
PF	Trademarks	Wof, Greenfield	Inv. 130846	10/99		81		60				60		—		81		—
PF	Trademarks	Kirk01	9/99	11/99		1,163		60				60		—		1,163		—
PF	Trademarks	Wof, Greenfield	135913	2/00		293		60				60		—		293		—
PF	Trademarks	Wof, Greenfield	136661	5/00		333		60				60		—		333		—
PF	Trademarks	Wof, Greenfield	140060	7/00		451		60				60		—		451		—
PF	Trademarks	Thompson & Thompson	Inv. 672824-0-1	9/00		500		60				60		—		500		—
PF	Trademarks	Thompson & Thompson	Inv.714463-1	9/00		1,130		60				60		—		1,130		—
PF	Trademarks	Grever & Partners	Inv.REQ 7646	9/00		2,100		60				60		—		2,100		—
PF	Trademarks	Wolf, greenfield	Inv.90670	10/00		373		60				60		—		373		—
PF	Trademarks	Kirk01	913491	10/00		65		60				60		—		65		—
PF	Trademarks	Wolf, Greenfield	10081	10/00		1,198		60				60		—		1,198		—
PF	Trademarks	Kirk01	906171	10/00		4,450		60				60		—		4,450		—
PF	Trademarks	Kirk01	924153	11/00		1,877		60				60		—		1,877		—
PF	Trademarks	Wolf, Greenfield	110625	12/00		2,744		60				60		—		2,744		—
PF	Trademarks	Wolf, Greenfield	1010221	2/01		1,865		60				60		—		1,865		—
PF	Trademarks	Kirk01	948004	2/01		3,960		60				60		—		3,960		—
PF	Trademarks	Wolf, Greenfield	1020834	3/01		1,099		60				60		—		1,099		—
PF	Trademarks	Accts for the European patent office	3/1/01 Filing	3/01		1,627		60				60		—		1,627		—
PF	Trademarks	Wolf, Greenfield	1030466	4/01		2,289		60				60		—		2,289		—
PF	Trademarks	Thompson & Thompson	806342-0-1	4/01		520		60				60		—		520		—
PF	Trademarks	Kirk01	965693	5/01		1,675		60				60		—		1,675		—
PF	Trademarks	Wolf, Greenfield	1040631	5/01		1,541		60				60		—		1,541		—
PF	Trademarks	Accts for the European patent office	Bit99-3pct	6/01		1,496		60				60		—		1,496		—
PF	Trademarks	Wolf, Greenfield		6/01		346		60				60		—		346		—
PF	Trademarks	Kirk01		7/01		3,219		60				60		—		3,219		—
PF	Trademarks	Wolf, Greenfield		8/01		411		60				60		—		411		—
PF	Trademarks	Kirk01		8/01		2,175		60				60		—		2,175		—
PF	Trademarks	Kirk01		9/01		1,309		60				60		—		1,309		—
PF	Trademarks	Wolf,greenfield	1090668	11/01		3,060		60				60		—		3,060		—
PF	Trademarks	ThunderHawk K&L		7/02		1,946		60				60		—		1,946		—
PF	Trademarks	K&L—.EDIT	6/02	7/02		1,649		60				60		—		1,649		—
PF	Trademarks	Seyfarth Shaw	PAGEFLEX	01/07		3,589		60		60		58		2		3,469		120
PF	Trademarks	Seyfarth Shaw	PAGEFLEX	06/07		3,940		60		66		52		8		3,414		525
PF	Trademarks	Seyfarth Shaw	PAGEFLEX	10/9		1,258		60		21		23		37		482		775
PF	Trademarks	Seyfarth Shaw	PAGEFLEX	4/10		4,678		60		78		19		41		1,481		3,197
PF	Trademarks	Seyfarth Shaw	PAGEFLEX	8/10		2,279		60		38		15		45		570		1,709
BOLT	Trademarks	Wolf Greenfield	BOLT	3/11		3,781		60		63		10		50		630		3,151
PF	Trademarks	ISRAEL-PRESS-SENSE	PF	6/10		2,200,000		138		15,942		17		121		271,015		1,928,985
						7,356,276				34,068						922,753		6,433,523

EX-10.4

Exhibit 10.4

Execution Version

DISTRIBUTION AGREEMENT

This Distribution Agreement (this “Agreement”) is entered into as of November 10, 2011 (the “Separation Date”) between Bitstream Inc. (“Bitstream”), a Delaware corporation, and Marlborough Software Development Holdings Inc. (“MSDH”), a Delaware corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IV hereof.

RECITALS

WHEREAS, Bitstream currently owns 100% of the outstanding shares of MSDH common stock;

WHEREAS, on November 10, 2011, Bitstream entered into an agreement and plan of merger (the “Merger Agreement”) with Monotype Imaging Holdings Inc., a Delaware corporation (“Monotype”), and Birch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Monotype (“Merger Subsidiary”), pursuant to which Merger Subsidiary will merger with and into Bitstream, with Bitstream as the surviving entity (the “Merger”);

WHEREAS, on November 10, 2011, Bitstream and MSDH entered into a Contribution Agreement (the “Contribution Agreement”) pursuant to which all of the assets and liabilities of Bitstream’s mobile web browsing technologies business (the “Bolt Business”) and Bitstream’s personalized marketing communications and variable publishing technology business (the “Pageflex Business,” and together with the Bolt Business, the “Divested Businesses”) were contributed and transferred to MSDH and MSDH received and assumed the such assets and liabilities from Bitstream (the “Separation”);

WHEREAS, on November 10, 2011, the board of directors of Bitstream approved a plan to distribute to its stockholders all of the shares of common stock of MSDH, to be accomplished pursuant to the distribution to holders of shares of Bitstream common stock, on a pro rata basis, of all of the issued and outstanding shares of common stock of MSDH (the “Distribution”), subject to the board of directors of Bitstream fixing the record date and declaring the payment date for the Distribution;

WHEREAS, the completion of the Separation and the Distribution prior to the completion of the Merger is a condition precedent to the Merger;

WHEREAS, the Boards of Directors of Bitstream and MSDH have each determined that it is appropriate and desirable for Bitstream and MSDH to enter into this Agreement and the Contribution Agreement and to complete the Separation and Distribution on the terms and conditions set forth herein and therein; and

WHEREAS, the parties intend in this Agreement to set forth the principal arrangements between them regarding the Distribution.

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

1

ARTICLE I

THE DISTRIBUTION

Section 1.1 The Distribution.

(a) Delivery of Shares for Distribution. Subject to Section 1.5 hereof, on or prior to the Distribution Date, Bitstream will deliver to its distribution agent, registrar and transfer agent, Computershare Trust Company, NA (the “Distribution and Transfer Agent”), the shares of MSDH common stock (either in physical certificates or by authorizing the related book-entry transfer thereof) for the benefit of the holders of record of Bitstream common stock on the Record Date representing all of the outstanding shares of MSDH common stock.

(b) Shares Received. Subject to Sections 1.5 and 1.6, each holder of Bitstream common stock on the Record Date will be entitled to receive one share of MSDH common stock for every one share of Bitstream common stock that it owns or is deemed to own on the Record Date (the “Distribution Shares”). All of the shares of MSDH common stock so issued will be fully paid and non-assessable.

(c) Obligation to Provide Information. MSDH and Bitstream, as the case may be, will provide to the Distribution and Transfer Agent all share certificates and any information required in order to complete the Distribution.

Section 1.3 Actions Prior to the Distribution.

(a) Registration Statement. MSDH has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (the “Registration Statement”) and prior to the Distribution Date shall prepare and file such other documentation which Bitstream and MSDH determine is necessary or desirable to effectuate the Distribution of the Distribution Shares under the Securities Act of 1933, as amended (the “Securities Act”). Unless the Merger Agreement shall have been terminated in accordance with its terms, Bitstream and MSDH shall each use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the date of this Agreement. The Registration Statement shall be declared effective by the SEC prior to the Distribution Date.

(b) Blue Sky. Bitstream and MSDH shall take all such actions as may be necessary or appropriate to register the Distribution under applicable state securities or blue sky laws and shall each use its reasonable best efforts to have the Distribution authorized or approved by the governing body in each such state with jurisdiction with respect to the Distribution.

(c) Quotation. Unless the Merger Agreement shall have been terminated, MSDH shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the quotation of the Distribution Shares on the Over-The-Counter Bulletin Board (the “OTCBB”), subject to official notice to the OTCBB that the Registration Statement has been declared effective by the SEC.

(d) Other Conditions. Bitstream and MSDH shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 1.5 to be satisfied and to effect the Distribution on the Distribution Date.

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(e) Continued Funding. From and after the Separation Date, Bitstream shall continue to fund the expenses of MSDH arising out of or in connection with MSDH’s continuing operations through and as of the Distribution Date.

Section 1.4 Sole Discretion of Bitstream. Bitstream currently intends, at least three (3) business days prior to the consummation of the Merger, to complete the Distribution. Subject to Bitstream’s obligations under the Merger Agreement and consistent with the description of the Distribution set forth in the Registration Statement, Bitstream shall, in its sole and absolute discretion, determine the date of the consummation of the Distribution and all terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, subject to Bitstream’s obligations under the Merger Agreement, Bitstream may at any time and from time to time until the completion of the Distribution, modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. MSDH shall cooperate with Bitstream in all respects to accomplish the Distribution and shall, at Bitstream’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, using its reasonable best efforts to have the Registration Statement declared effective by the SEC.

Section 1.5 Additional Conditions Precedent to Distribution. The following are additional conditions that must take place prior to the consummation of the Distribution, unless waived in writing by Bitstream. The conditions are for the sole benefit of Bitstream and shall not give rise to or create any duty on the part of Bitstream or the Bitstream Board of Directors to waive or not waive any such condition.

(a) The Registration Statement shall have been declared effective by the SEC;

(b) Government Approvals. Any material governmental approvals and consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; and

(c) No Legal Restraints. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect and no other event outside the control of Bitstream shall have occurred or failed to occur that prevents the consummation of the Distribution.

Section 1.6 Fractional Shares. There are not fractional shares of Bitstream issued or outstanding and accordingly the Distribution Shares shall not include any fractional shares.

ARTICLE 2

COVENANTS AND OTHER MATTERS

Section 2.1 Agreement for Exchange of Information.

(a) Generally. Each of Bitstream and MSDH agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements

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imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, except in connection with any Proceeding by one party to this Agreement against the other party, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the ongoing businesses of Bitstream or MSDH, as the case may be; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall use commercially reasonable efforts to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

(b) Internal Accounting Controls; Financial Information. For a period of three years from the Distribution Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other party to satisfy its reporting, accounting, audit and other obligations, and (ii) each party shall provide, or cause to be provided, to the other party and its Subsidiaries in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

(c) Ownership of Information. Any Information owned by a party that is provided to a requesting party pursuant to this Section 2.1 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

(d) Record Retention. To facilitate the possible exchange of Information pursuant to this Section 2.1 and other provisions of this Agreement after the Distribution Date, each party agrees to use its reasonable commercial efforts to retain all Information in its respective possession or control on the Distribution Date for a period of three (3) years from the Distribution Date. No party will destroy, or permit any of its Subsidiaries to destroy, any Information that exists on the Distribution Date (other than Information that is permitted to be destroyed under the current record retention policies of Bitstream) and that falls under the categories listed in Section 2.1(a), without first using its reasonable commercial efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction.

(e) Limitation of Liability. No party shall have any liability to any other party in the event that any Information exchanged or provided pursuant to this Section 2.1 is found to be inaccurate, in the absence of gross negligence or willful misconduct by the party providing such Information. No party shall have any liability to any other party if any Information is destroyed or lost after reasonable commercial efforts by such party to comply with the provisions of Section 2.1(d).

(f) Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Section 2.1 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in this Agreement or any Ancillary Agreement.

(g) Production of Witnesses; Records; Cooperation. After the Distribution Date, except in the case of a Proceeding by one party against another party (which shall be governed by such information

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sharing rules as may be applicable under Section 2.1(a)), each party hereto shall use its reasonable commercial efforts to make available to each other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of such party as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Proceeding in which the requesting party may from time to time be involved, regardless of whether such Proceeding is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all reasonable costs and expenses in connection therewith, except that, if the responding party chooses to resist the production of the witness or documents, that party will bear the expense of such resistance.

(h) In connection with any production contemplated by this Section 2.01, the parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of either party.

(i) Notwithstanding the provisions of this Section 2.1, if any provisions of this Agreement contradict, conflict or are inconsistent with any terms or conditions of the Transition Services Agreement to be entered into by and between Bitstream and MSDH, then the terms and conditions of the Transition Services Agreement shall control and govern the conduct of the parties with respect to such matters.

Section 2.2 Payment of Expenses. Except as otherwise provided in this Agreement, the Ancillary Agreements or any other agreement between the parties relating to the Separation, the Merger or the Distribution, all costs and expenses of the parties hereto in connection with the Separation, the Merger and the Distribution shall be paid by Bitstream.

Section 2.3 Dispute Resolution; Venue; Waiver of Trial By Jury.

(a) The parties hereto agree that any legal action, claim, suit or proceeding (a “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 Business Litigation Session of the Massachusetts Superior Court, Suffolk County, Massachusetts, or the Federal Courts located in Boston, Massachusetts. Each Party hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any 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 Proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that the 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 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 3.5 or in any other manner permitted by law.

(b) Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Section 2.3 with respect to all matters not subject to such Proceeding.

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(c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.4 Governmental Approvals. To the extent that the Separation requires any Governmental Approvals, the parties will use their reasonable commercial efforts to obtain any such Governmental Approvals.

ARTICLE III

MISCELLANEOUS

Section 3.1 Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof.

Section 3.2 Governing Law. This Agreement shall be construed in accordance with and all Disputes hereunder shall be governed by the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules.

Section 3.3 Termination. This Agreement may be terminated at any time after the Separation Date and before the Distribution Date by mutual consent of Bitstream and MSDH. In the event of termination pursuant to this Section 7.3, no party shall have any liability of any kind to the other party.

Section 3.4 Notices. Notices, offers, requests or other communications required or permitted to be given by either party pursuant to the terms of this Agreement shall be given in writing to the respective parties to the following addresses:

if to Bitstream:

(if prior to Effective Time (as defined in the Merger Agreement)):

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

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Attention:         Gregory L. White

                           Blake Hornick

Facsimile No.: (617) 790-6730

(if subsequent to the Effective Time (as defined in the Merger Agreement)):

Bitstream Inc.

c/o 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 MSDH:

Marlborough Software Development Holdings 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

or to such other address as the party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance, termination, or renewal shall be sent by hand delivery, recognized overnight courier or, within the United States, may also be sent via certified mail, return receipt requested. All other notices may also be sent by fax, confirmed by first class mail. All notices shall be deemed to have been given and received on the earlier of actual delivery or three (3) days from the date of postmark.

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Section 3.5 Counterparts. This Agreement, including the Ancillary Agreements and the other documents referred to herein or therein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 3.6 Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be enforced separately by each member of the Bitstream Group and each member of the MSDH Group. Neither party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, and any such assignment shall be void.

Section 3.7 Severability. If any term or other provision of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 3.8 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 3.9 Amendment. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement.

Section 3.10 Authority. Each of the parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 3.11 Interpretation. The headings contained in this Agreement and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.

Section 3.12 Conflicting Agreements. In the event of conflict between this Agreement and any Ancillary Agreement or other agreement executed in connection herewith, the provisions of such other agreement shall prevail.

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ARTICLE IV

DEFINITIONS

Section 4.1 Affiliated Company. “Affiliated Company” of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

Section 4.2 Ancillary Agreements. “Ancillary Agreements” shall mean the Merger Agreement, the Contribution Agreement, the Tax Indemnity Agreement, the Intellectual Property Assignment and License Agreements, and the Transition Services Agreement pursuant to which the Separation, Distribution and Merger shall be consummated.

Section 4.3 Bitstream Group. “Bitstream Group” means Bitstream, each Subsidiary and Affiliated Company of Bitstream (other than any member of the MSDH Group) immediately after the Separation Date and each Person that becomes a Subsidiary or Affiliate Company of Bitstream after the Separation Date. For the avoidance of doubt, from and after the Effective Time (as defined in the Merger Agreement), “Bitstream Group” shall expressly include Monotype and each Subsidiary and Affiliated Company of Monotype.

Section 4.4 Distribution Date. “Distribution Date” shall be the date fixed by the Board of Directors of Bitstream to complete the Distribution, which in no event shall be less than three (3) business days prior to the Merger Closing Date.

Section 4.5 Governmental Approvals. “Governmental Approvals” means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

Section 4.6 Governmental Authority. “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

Section 4.7 Information. “Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

Section 4.8 Merger Closing Date. “Merger Closing Date” means the effective time and date of the Merger as provided in Section 2.1 of the Merger Agreement.

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Section 4.9 MSDH Group. “MSDH Group” means MSDH, Pageflex, Bolt, and each other Subsidiary and Affiliated Company of MSDH immediately after the Separation Date or that is contemplated to be a Subsidiary or Affiliated Company of MSDH and each Person that becomes a Subsidiary or Affiliate Company of MSDH after the Separation Date.

Section 4.10 Person. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Section 4.11 Record Date. “Record Date” means the close of business on the date to be determined by the Board of Directors of Bitstream as the record date for determining the stockholders of Bitstream entitled to receive shares of common stock of MSDH in the Distribution.

Section 4.12 Subsidiary. “Subsidiary” of any Person means a corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly-owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.

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WHEREFORE, the parties have signed this Master Separation and Distribution Agreement effective as of the date first set forth above.

BITSTREAM, INC.
By:	/s/  James Dore
Name:	James Dore
Title:	Vice President and Chief Financial Officer
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
By:	/s/  James Dore
Name:	James Dore
Title:	Executive Vice President and Chief Financial Officer

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EX-10.8

Exhibit 10.8

Execution Version

OFFICE LEASE AGREEMENT

BETWEEN

NORMANDY NICKERSON ROAD, LLC

(“LANDLORD”)

AND

BITSTREAM INC.

(“TENANT”)

Execution Version

TABLE OF CONTENTS

1.	Basic Lease Information	1
2.	Lease Grant	4
3.	Adjustment of Commencement Date; Possession	5
4.	Rent	6
5.	Compliance with Laws; Use	6
6.	Security Deposit	7
7.	Building Services	8
8.	Leasehold Improvements	9
9.	Repairs and Alterations	10
10.	Entry by Landlord	11
11.	Assignment and Subletting	11
12.	Liens	13
13.	Indemnity and Waiver of Claims	13
14.	Insurance	14
15.	Subrogation	14
16.	Casualty Damage	15
17.	Condemnation	16
18.	Events of Default	16
19.	Remedies	16
20.	Limitation of Liability	17
21.	Relocation	18
22.	Holding Over	18
23.	Subordination to Mortgages; Estoppel Certificate	19
24.	Notice	19

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Execution Version

25.	Surrender of Premises	19
26.	Miscellaneous	20
27.	OFAC Compliance	23

Exhibits:

Exhibit A	Outline and Location of Premises
Exhibit B	Expenses and Taxes
Exhibit C	Work Letter
Exhibit D	Commencement Letter
Exhibit E	Building Rules and Regulations
Exhibit F	Additional Provisions
Exhibit G	Form of Letter of Credit
Exhibit H	Form of Notice of Lease

ii

Execution Version

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of June 22, 2009, by and between NORMANDY NICKERSON ROAD, LLC, a Delaware limited liability company (“Landlord”) and BITSTREAM INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Form of Letter of Credit).

1. Basic Lease Information.

1.01 “Building” shall mean the building located at 500 Nickerson Road, Marlborough, Massachusetts 01752. “Rentable Square Footage of the Building” is deemed to be 82,423 square feet.

1.02 “Premises” shall mean the areas shown on Exhibit A to this Lease consisting of 27,378 rentable square feet on the second floor of the Building. The “Rentable Square Footage of the Premises” is deemed to be 27,378 rentable square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct.

1.03 “Base Rent”:

Period or Months of Term	Annual Rate Per Square Foot		Monthly Base Rent
Lease Months 1 - 15*	$	18.00	$	41,067.00
Lease Months 16 - 27	$	18.50	$	42,207.75
Lease Months 28 - 39	$	19.00	$	43,348.50
Lease Months 40 - 51	$	19.50	$	44,489.25
Lease Months 52 - 63	$	20.00	$	45,630.00
Lease Months 64 - 75	$	20.50	$	46,770.75
Lease Months 76 - 87	$	21.00	$	47,911.50
Lease Months 88 - 99	$	21.50	$	49,052.25
Lease Months 100 - 111	$	22.00	$	50,193.00
Lease Months 112 - 120	$	22.50	$	51,333.75

* Monthly Base Rent shall not accrue and shall not be owed (the “Abated Rent”) by Tenant during the first 90 days of the Term (the “Abatement Period”), provided that in the event this Lease is terminated due to the occurrence of an Event of Default by the Tenant, the Landlord shall have a right to recover the Abated Rent as part of the Landlord’s damages under this Lease.

1.04 “Tenant’s Pro Rata Share”: 33.22% for the Building and 4.77% for the Complex. Tenant’s Pro Rata Share shall be adjusted for changes in the Rentable Square Footage of the Premises and/or the Rentable Square Footage of the Building and/or Complex, including, without limitation, changes which may result from any condemnation or other taking of a portion of the Building and/or Complex.

Execution Version

1.05 “Base Year” for Taxes: Fiscal Year (defined below) 2010 (i.e., July 1, 2009 to June 30, 2010); “Base Year” for Expenses (defined in Exhibit B): calendar year 2010. For purposes hereof, “Fiscal Year” shall mean the Base Year for Taxes and each period of July 1 to June 30 thereafter.

1.06 “Term”: A period of one hundred and twenty (120) Lease Months from the Commencement Date. Subject to adjustment as provided in Section 3, the Term shall commence on August 15, 2009 (the “Commencement Date”) and, unless terminated early or extended in accordance with this Lease, end on the one hundred and twentieth (120^th) Lease Month following the Commencement Date (the “Termination Date”). “Lease Month” shall mean a calendar month (or, if the Commencement Date is not the first day of a calendar month, the first Lease Month shall be such partial calendar month in which the Commencement Date occurs plus the first full calendar month thereafter).

1.07 “Landlord’s Work/Improvement Allowance”: Landlord shall provide Tenant (i) turn-key preparation of the Premises pursuant to the Final Plans more particularly set forth in Exhibit C (the “Landlord’s Work”) and (ii) $410,670.00 (the “Improvement Allowance”), which amount shall be applied, upon Tenant’s written request, to furniture, fixtures and equipment for the Premises, moving cost for Tenant’s occupancy of the Premises, tele-data cabling for the Premises, project management for (A) Tenant review of Landlord’s Work, (B) Alterations (defined below) and/or (C) additional Alterations (subject to Landlord’s approval as set forth in Section 9), including, but not limited to, security, audio/visual requirements, and construction change orders. Tenant acknowledges that any request for payment of the Improvement Allowance must be delivered to Landlord together with executed lien waivers (if applicable), contractor’s statements and/or invoices and owner’s statements covering the work for which reimbursement is then being requested and any other documents reasonably requested by Landlord as evidence that the work and/or equipment has been completed and paid for, and Landlord shall thereafter disburse such portion of the remaining Improvement Allowance within twenty (20) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to any remaining portion of the un-disbursed Improvement Allowance to the extent Tenant does not request the same prior to the expiration of the eighteenth (18^th) Lease Month.

1.08 “Security Deposit”: $135,680.00, as more fully described in Section 6.

1.09 Intentionally Omitted.

1.10 “Broker(s)”: Cushman & Wakefield of Massachusetts (“Tenant’s Broker”) and Richards, Barry, Joyce & Partners (“Landlord’s Broker”).

1.11 “Permitted Use”: General office use, light manufacturing, and associated storage, subject to and in compliance with all applicable zoning and land use laws, rules, codes and regulations.

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Execution Version

1.12 “Notice Address(es)”:

Tenant:

Until the Commencement Date:

Bitstream Inc.

245 First Street, 17th Floor

Cambridge, MA 02142

Attn: Anna M. Chagnon, President

and James P. Dore, Vice President and

Chief Financial Officer

After the Commencement Date:

Bitstream Inc.

500 Nickerson Road,

Marlborough, Massachusetts 01752

Attn: Anna M. Chagnon, President

and James P. Dore, Vice President and

Chief Financial Officer

With a copy to:

(a) Bowditch & Dewey, LLP

175 Crossing Boulevard

Suite 500

Framingham, MA 01702

Attn: Paul C. Bauer, Esquire

(b) David Townsend

Cushman & Wakefield

125 Summer Street, 15^th floor

Boston, MA 02110

Landlord:

For all Notices:

Steve Smith

Normandy Real Estate Management

1776 On the Green

67 Park Place East

Morristown, New Jersey 07960

With a copy to:

Raymond P. Trevisan

Principal, General Counsel

Normandy Real Estate Partners

67 Park Place East, 8^th Floor

Morristown, New Jersey 07960

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Execution Version

With a copy to:

McCarter & English LLP.

265 Franklin Street

Boston, Massachusetts 02110

Attention: Diane M. McDermott, Esquire

1.13 “Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Building is located. “Building Service Hours” are 8:00 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays exclusive of Holidays.

1.14 “Complex”: Those certain parcels of land (approximately 85 acres) and the buildings, the parking areas and other improvements thereon, including the Building, collectively known as 100-700 Nickerson Road, Marlborough, Middlesex County, Massachusetts, also commonly known as Marlborough Technology Complex, as well as any additional buildings or amenities that may be constructed on the Complex property.

2. Lease Grant.

The Premises are hereby leased to Tenant from Landlord, together with the right to use any portions of the Complex that are from time to time designated by Landlord for the common use of tenants and others, including, but not limited to (i) the common stairways and access ways, lobbies, hallways, entrances, stairs, elevators and any passageways thereto, toilets, refuse facilities, common pipes, ducts, conduits, wires, and other areas or facilities within the Building for the general use, convenience and benefit of Tenant and other tenants and occupants of the Building; and (ii) the common walkways, sidewalks, landscaping, parking spaces and driveways and loading docks associated with the Building, full service cafeteria, fitness center, lockers and showers, common executive conference center, training room and dry cleaning service (collectively, the “Common Areas”), subject to the right of Landlord to make such changes in or to the Building and/or Complex and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, stairways and other improvements thereof, as Landlord may deem necessary or desirable, so long as the same does not materially adversely affect Tenant’s access to or use of the Premises and Landlord takes commercially reasonable efforts to minimize any disruption to Tenant caused by such changes. The Tenant shall also have the right to use the telephone and electrical closets and appurtenant equipment which serve the Premises and other premises in the Building; provided the right to access such closets and equipment shall be under the supervision of the Landlord and upon such rules and regulations as the Landlord shall designate, including approval of any vendors which may require access to connect the equipment servicing the Tenant’s Premises. Landlord may adopt any name for the Building and/or Complex and Landlord reserves the right to change the name or address of the Building at any time.

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Landlord and Tenant acknowledge that the Premises are in a Building and Complex which are not open to the general public. Access to the Building or Complex is restricted to Landlord, Tenant, their agents, employees and contractors and to their invited visitors. In the event of a labor dispute including a strike, picketing, informational or associational activities directed at Tenant or any other tenant, Landlord reserves the right unilaterally to alter Tenant’s ingress and egress to the Building or Complex or make any other change in operating conditions to restrict pedestrian, vehicular or delivery ingress and egress to a particular location. The foregoing notwithstanding, Tenant shall have access to and use of the Premises twenty-four (24) hours per day and three hundred sixty-five (365) days per year.

3. Adjustment of Commencement Date; Possession.

3.01 The Landlord shall deliver the Premises with Landlord’s Work Substantially Complete (as defined in Exhibit C) on August 15, 2009 to Tenant. In the event Landlord delivers the Premises to Tenant Substantially Complete prior to August 15, 2009, Tenant shall have early use of the Premises commencing on such delivery date for all purposes including moving in, installation of technology, furniture and trade fixtures, as well as for the Permitted Use, but the Commencement Date shall nonetheless be August 15, 2009. If for any reason whatsoever, Landlord is unable to deliver possession of the Premises to Tenant with the Landlord’s Work Substantially Complete on or prior to August 15, 2009, then this Lease shall remain in full force and effect and the Commencement Date shall automatically be adjusted forward on a day-for-day basis until the date on which Landlord delivers possession of the Premises to Tenant with the Landlord’s Work Substantially Complete. In the event Landlord does not deliver the Premises to Tenant Substantially Complete by September 15, 2009, as such date is extended due to Force Majeure and Tenant Delay (as defined in Exhibit C) (the “Late Delivery Threshold”), then each day of delay after the Late Delivery Threshold shall result in an increase in the Base Rent abatement set forth in Section 1.03 of one day (by way of example only, if there is no Force Majeure and no Tenant Delay and Landlord delivers the Premises Substantially Complete on September 17, 2009, the Base Rent abatement period shall be 92 days instead of 90 days). In the event Landlord fails, for any reason other than Force Majeure, to deliver possession of the Premises as required by this Lease on or before November 15, 2009 (which date shall be extended for each day of Tenant Delay), then Tenant may elect, upon notice to Landlord, given any time prior to the date of such delivery, to terminate this Lease effective upon the date that is thirty (30) days following such notice; provided that if Landlord delivers possession of the Premises prior to the end of such 30-day period, then such termination shall be of no force or effect. In the event Landlord fails, due to Force Majeure alone, to deliver possession of the Premises as required by this Lease on or before December 15, 2009 (which date shall be extended for each day of Tenant Delay), then Tenant may elect, upon notice to Landlord, given any time prior to the date of such delivery, to terminate this Lease effective upon the date that is thirty (30) days following such notice; provided that if Landlord delivers possession of the Premises prior to the end of such 30-day period, then such termination shall be of no force or effect.

3.02 Subject to Landlord’s obligations under this Lease, including the obligation to perform Landlord’s Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord express or implied except as expressly provided in this Lease. By taking possession of the Premises, Tenant agrees that the

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Premises are in good order and satisfactory condition; provided, this shall not limit the Landlord’s obligations under the provisions of this Lease including, without limitation, Section 7 (Building Services) and Section 9.02. Landlord shall also be obligated to cure any violations of laws with respect to the Premises (including the Americans with Disabilities Act) which may exist as of the Commencement Date, if any, within a reasonable period of time after the Landlord becomes aware of same. In the event Landlord’s Work triggers any necessary additional work to the Premises, Building or Complex to comply with any laws (including the Americans with Disabilities Act), Landlord shall be solely responsible for completing such additional work at Landlord’s sole cost and expense. Except as set forth in Section 3.01, Landlord shall not be liable for a failure to deliver possession of the Premises, or any other space, due to the holdover or unlawful possession of such space by another party; provided, however, that Landlord shall use reasonable efforts to obtain possession of the space. If Tenant takes possession of the Premises, or any portion thereof, before the Commencement Date, such possession shall be subject to the terms and conditions of this Lease. However, except for the cost of services requested by Tenant, Tenant shall not be required to pay Rent for any days of possession before the Commencement Date.

4. Rent.

4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as “Rent”). “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. Past due Rent shall accrue interest at 12% per annum from the due date until actually paid. The foregoing notwithstanding, Tenant shall not be responsible for payment of such interest for the first such late payment in any calendar year if such late payment is made within five (5) days of receipt of Landlord’s written notice of delinquency. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

4.02 Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this Lease.

5. Compliance with Laws; Use.

The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition,

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configuration and occupancy of the Premises, but only to the extent such obligations are triggered by Tenant’s particular manner of use of the Premises, other than for general office use. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s particular manner of use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant, specifically excluding Landlord’s Work. “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant shall comply with the rules and regulations of the Building attached as Exhibit E and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of Alterations (defined in Section 9). Landlord will deliver the Premises in compliance with all applicable laws (including the Americans with Disabilities Act) as of the Commencement Date.

6. Security Deposit.

The Security Deposit shall be delivered to Landlord within five (5) business days of execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Subject to the Landlord’s right to apply the Security Deposit as set forth herein, Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts.

The Security Deposit shall be in the form of an irrevocable letter of credit (the “Letter of Credit”), which Letter of Credit shall: (a) be in the initial amount of $135,680; (b) be issued on the form attached hereto as Exhibit G; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution reasonably satisfactory to the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least 60 days after the Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the terms of this Section 6. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution satisfactory to Landlord at the time of the issuance thereof.

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If Landlord draws on the Letter of Credit as permitted in this Lease, then, upon demand of Landlord, Tenant shall restore the amount available under the Letter of Credit to its original amount by providing Landlord with an amendment to the Letter of Credit evidencing that the amount available under the Letter of Credit has been restored to its original amount.

7. Building Services.

7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base Building lavatories; (b) customary heat and air conditioning in season during Building Service Hours; provided that Tenant shall have the right to receive HVAC service for the Premises during hours other than Building Service Hours by paying Landlord’s then standard charge for additional HVAC service so long as Tenant requests same by written notice to Landlord not later than 12:00 noon on the Business Day preceding the day of such overtime usage; (c) standard janitorial service on Business Days; (d) Elevator service; (e) Electricity in accordance with the terms and conditions in Section 7.02; and (f) such other services as Landlord reasonably determines are necessary or appropriate for the Building or Complex. Tenant may continuously run supplemental cooling of its server room in the Premises 24 hours per day, 365 days per year (“Supplemental Cooling”). Supplemental Cooling is not a Landlord-provided service, Landlord shall not shut down the Supplemental Cooling in non-Building Service Hours, and Landlord shall not charge Tenant the off-hours HVAC charges for Supplemental Cooling as same will be subject to electricity charges for Supplemental Cooling as part of the Premises electricity submeter, the charges for which shall be paid solely by the Tenant.

7.02 (a) Electricity shall be distributed to the Premises either by the electric utility company selected by Landlord to provide electricity service for the Building and/or Complex, or, at Landlord’s option, by Landlord; and Landlord shall permit Landlord’s wires and conduits, to the extent available, suitable and safely capable, to be used for such distribution. If and so long as Landlord is distributing electricity to the Premises, Tenant shall obtain all of its electricity from Landlord. Such charges will be based on Landlord’s actual cost of such electrical service based upon the existing submeter measuring usage in the Premises. If the electric utility company selected by Landlord to provide electricity service for the Building and/or the Complex is distributing electricity to the Premises, Landlord may elect to require Tenant, at its cost, to make all necessary arrangements with such electric utility company for metering and paying for electric current furnished to the Premises. All electricity used during the performance of janitorial service, or the making of any alterations or repairs in or to the Premises (excluding the Landlord’s Work), or the operation of any special air conditioning system serving the Premises, including Supplemental Cooling, shall be paid by Tenant. Landlord shall as part of the Landlord’s Work install a meter or sub-meter for electricity used in the Premises.

Landlord reserves the right at any time and from time to time before or during the Term to contract with an electric service provider (“Electric Service Provider”) of its choice to provide electricity service for the Building. Tenant shall cooperate with Landlord and the Electric Service Provider at all times and, as reasonably necessary, shall allow Landlord and the Electric Service Provider reasonable access after reasonable notice except in an emergency where Landlord shall provide notice to the extent reasonably possible to the Building’s and Complex’s electric lines, feeders, risers, wiring and other machinery within the Premises.

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(b) Without the consent of Landlord, Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Building Service Hours or overall load, that which Landlord, on a rentable square foot basis, reasonably deems to be standard for the Building, which as of the date of this Lease is five (5) watts per rentable square foot. Landlord acknowledges that Tenant’s operation of the Supplemental Cooling generally as well as beyond Building Service Hours (including 24 hours per day, seven days per week), using the existing unit to be delivered with the Premises, does not currently exceed the limits set forth in or otherwise violate the preceding sentence. Landlord shall have the right to measure electrical usage by commonly accepted methods. If it is determined that Tenant is using excess electricity, Tenant shall pay Landlord for the cost of such excess electrical usage as Additional Rent.

7.03 Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. Notwithstanding the foregoing, in the event a Service Failure that is within the reasonable control of Landlord continues for a period in excess of five (5) consecutive business days, Tenant’s Base Rent shall abate on a day-by-day basis in proportion to the portion of the Premises that Tenant is unable to use for the Permitted Use. The foregoing Base Rent abatement shall be the Tenant’s sole remedy for any interruption of Tenant’s business operations due to such Service Failure.

8. Leasehold Improvements.

All improvements in and to the Premises, including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant given at the time of Landlord’s consent to any Alterations, to the extent required, may require Tenant, at its expense, to remove any Alterations (other than Landlord’s Work) that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements and all Cable (as defined in Section 9.01; collectively referred to as “Required Removables”). Required Removables shall include, without limitation, Cable, internal stairways, raised floors, personal restrooms and showers, vaults, rolling file systems and structural alterations and modifications, but shall not include Landlord’s Work or any other improvements in the Premises on the date that possession of the Premises is delivered to Tenant. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense.

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9. Repairs and Alterations.

9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with notice of any such conditions. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls; (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant; (g) Alterations and (h) Rooftop Equipment (defined in Section 28 below). To the extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the acts of Tenant, Tenant Related Parties and their respective contractors and vendors (including without limitation repairs necessitated by the installation, use, maintenance, repair and removal of the Rooftop Equipment). If Tenant fails to commence to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency) and to continuously and diligently proceed to complete the repair if same cannot be completed within said 15 day period, Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs. “Tenant Related Parties” shall mean Tenant’s officers, directors, shareholders, employees and agents.

9.02 Landlord shall keep and maintain in good repair and working order and perform maintenance upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible.

9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, such consent to include review and approval of all plans for such Alterations, which consent shall not to be unreasonably withheld, conditioned or delayed except that Landlord shall have complete discretion with regard to granting or withholding approval of the portions of the proposed Alterations to the extent such Alterations would impact the Building’s structure or systems, or would be visible from the common facilities or exterior of the Building. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building; (d) does not require work to be performed inside the walls, below the floor, or above the ceiling of the Premises; and (e) the cost of such work does not exceed $30,000.00. Tenant shall provide written notice to Landlord prior to the commencement of any Cosmetic Alterations and shall deliver to Landlord a copy of the plans and specifications, if any, for Cosmetic Alterations. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord

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(provided that Landlord may designate specific contractors with respect to Base Building); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any Alterations other than Cosmetic Alterations equal to 3% of the cost of the Alterations. Upon completion, Tenant shall furnish “as-built” plans for all Alterations other than Cosmetic Alterations, completion affidavits and full and final waivers of lien. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

10. Entry by Landlord.

Landlord may enter the Premises to inspect, show to prospective buyers of the Building or prospective lenders, or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building or in the last twelve (12) months of the Term, show to prospective tenants. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry, shall provide Tenant with the opportunity to accompany Landlord, and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent. In connection with any repairs made in the Premises by Landlord, Landlord shall not eliminate power to the Supplemental Cooling or, if unavoidable, Landlord shall bring in temporary power or cooling equipment at Landlord’s sole cost and expense.

11. Assignment and Subletting.

11.01 Except in connection with a Permitted Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. If the entity which controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer, subject to Tenant’s rights with respect to a Permitted Transfer as set forth in Section 11.04, unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Any attempted Transfer in violation of this Section is voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease.

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11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer for the term of the proposed Transfer. Landlord shall not exercise this right of recapture in the event the proposed Transfer would result, in the aggregate with any previous Transfers, in Transfers of less than forty percent (40%) of the Premises. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer for the term of the proposed Transfer. Tenant shall pay Landlord its actual out-of-pocket fees, not to exceed $1,500.00, for Landlord’s review of any requested Transfer, excluding a Permitted Transfer, for which Tenant will have no cost reimbursement obligation.

11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer, including but not limited to leasing concessions, broker’s fees, attorney’s fees and tenant improvements. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization (an “Ownership Change”) or assign this Lease or sublet all or a portion of the Premises to an Affiliate without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant is not in Default; (b) in the event of an Ownership Change, Tenant’s successor shall own substantially all of the assets of Tenant and have a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed Ownership Change; (c) the Permitted Use does not allow the Premises to be used for retail purposes; and (d) Tenant shall give Landlord written notice at least 15 Business Days prior to the effective date of the Permitted Transfer. Tenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant (for such period of time as such entity continues to be controlled by, controlling or under common control with Tenant, it being agreed that the subsequent sale or transfer of stock resulting in a change in voting control, or any other transaction(s) having the overall effect that such entity ceases to be controlled by, controlling or under common control with Tenant within twelve (12) months following an assignment of this Lease to an Affiliate, shall be treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Lease governed by the provisions of this Article 11).

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12. Liens.

Tenant shall not permit mechanics’ or other liens to be placed upon the Complex, Building, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees. Landlord shall have the right to require Tenant to post a performance or payment bond in connection with any work or service done or purportedly done by or for the benefit of Tenant. Tenant acknowledges and agrees that all such work or service is being performed for the sole benefit of Tenant and not for the benefit of Landlord.

13. Indemnity and Waiver of Claims.

Subject to the provisions of Section 15 and except as specifically otherwise provided in this Lease and except for the negligence or intentional misconduct of Landlord or Landlord Related Parties (defined below), Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. In addition to the foregoing, except for the negligence or intentional misconduct of Landlord or Landlord Related Parties, Tenant agrees that Landlord shall have no responsibility or liability whatsoever for any loss or damage, however caused, to furnishings, fixtures, equipment, or other personal property of Tenant or of any persons claiming by, through, or under Tenant. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any negligence or intentional misconduct (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees, contractors or licensees.

13.02 Subject to the provisions of Section 15, and except as specifically otherwise provided in this Lease, and except for the negligence or intentional misconduct of the Tenant (or those claiming under the Tenant), Landlord shall indemnify, defend and hold Tenant harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant by any third party arising out of or in connection with damage or injury occurring in the Building (excluding the Premises) or the Complex as a result of the negligence or intentional misconduct of the Landlord or the Landlord Related Parties.

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14. Insurance.

Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, including blanket contractual and personal liability, with broad form endorsement with coverages of at least $2,000,000 per occurrence, $3,000,000 in the aggregate; (b) Excess/Umbrella Liability with coverages of at least $5,000,000 per occurrence, $5,000,000 in the aggregate; (c) Property/Business Interruption Insurance written on an All Risk or Special Perils form, with coverage for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises (“Tenant’s Property”) and any Leasehold Improvements performed by or for the benefit of Tenant; (d) Automobile/Hired and Owned with coverage of at least $1,000,000 combined single limit (e) Workers’ Compensation Insurance in amounts required by Law and (f) Employers Liability Coverage of at least $500,000.00 per occurrence. Tenant may carry any portion of the insurance required hereunder through a so-called umbrella coverage and/or blanket policy, provided that the Landlord has been provided with information to support that the so-called blanket coverage is adequate to provide the coverages required hereunder. Any company writing Tenant’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name as additional insureds Landlord (or its successors and assignees), the holder(s) of any mortgage(s) encumbering the Premises, Normandy Real Estate Partners, LLC, Normandy Real Estate Management, LLC and all of their affiliates, members, officers, employees, agents and representatives, managing agents and premises owners, and other designees of Landlord and its successors as the interest of such designees shall appear, with the Landlord as certificate holder being designated as follows: Normandy Nickerson Road, LLC, Nickerson Road, Marlborough, MA, c/o Normandy Real Estate Management, 400 5th Avenue, Waltham, MA 02451. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any cancellation, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant’s Insurance. So long as the same is available at commercially reasonable rates, Landlord shall maintain so called All Risk property insurance on the Building at replacement cost value as reasonably estimated by Landlord.

15. Subrogation.

Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

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16. Casualty Damage.

16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness but not later than sixty (60) days from the date of such casualty, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot reasonably be substantially completed within 270 days from the date of the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the gross negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs. In addition, in the event that the Premises and the Common Areas are not Substantially Completed within 270 days from the date the Casualty occurred, subject to reasonable delays (not to exceed sixty (60) days) for insurance adjustment or other matters beyond Landlord’s reasonable control, Tenant shall have the right to terminate this Lease upon 30 days advance notice to the Landlord given at any time subsequent to 270 days (plus a period of up to sixty (60) days set forth above, if applicable) after the date of the Casualty but prior to such Substantial Completion; provided that if the Landlord delivers the Premises and the Common Areas Substantially Complete prior to the expiration of such 30-day period then said notice of termination shall be of no force or effect.

16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed on the Commencement Date, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant which the Landlord may agree to restore (exclusive of Landlord’s Work which shall be insured by Landlord); provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant.

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17. Condemnation.

Either party may terminate this Lease if any material part of the Building or any portion of the Premises, is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). For the purposes of this Section, a “material” part of the Building shall be over 30% of the Building. Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or the Complex which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking occurs. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking.

18. Events of Default.

Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any portion of Rent when due, if the failure continues for 5 days after written notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 30 days after written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be cured within 30 days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within 10 days after such notice to Tenant and diligently pursues the cure to completion; (c) Tenant or any guarantor of this Lease becomes insolvent, makes a transfer in fraud of creditors, files a bankruptcy proceeding or has an involuntary proceeding filed against it which is not dismissed within thirty (30) days of filing, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (d) the leasehold estate is taken by process or operation of Law; (e) Tenant abandons the Premises (vacating the Premises shall not constitute abandonment provided that Tenant otherwise complies with its obligations under this Lease); or (f) Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord at the Building or Complex. If Landlord provides Tenant with notice of Tenant’s failure to comply with any specific provision of this Lease on 3 separate occasions during any 12 month period, Tenant’s subsequent violation of such provision shall, at Landlord’s option, be an incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law.

19. Remedies.

19.01 Upon Default, Landlord shall have the right to pursue any one or more of the following remedies:

(a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant’s Default, including, without limitation, all Costs of Reletting (defined below) and any deficiency that may arise from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant.

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(b) Terminate Tenant’s right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord may (but, except as expressly provided below, shall not be obligated to) relet all or any part of the Premises, without notice to Tenant, for such period of time and on such terms and conditions (which may include concessions, free rent and work allowances) as Landlord in its absolute discretion shall determine. Landlord may collect and receive all rents and other income from the reletting. Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting.

19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to receive as damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Reletting. If Tenant is in Default of any of its non-monetary obligations under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord. The repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. Except as set forth in the first sentence of this Section 19.02, no right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity.

20. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE COMPLEX. TENANT

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SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE COMPLEX FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LANDLORD OR ANY MORTGAGEES OR LANDLORD RELATED PARTIES OR TENANT (EXCEPT AS PROVIDED IN SECTION 22 BELOW) EVER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST PROFITS. IN NO EVENT SHALL TENANT BE LIABLE TO LANDLORD FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE OTHER THAN AS SET FORTH IN SECTION 22 OF THIS LEASE.

LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

21. Relocation.

Intentionally Omitted.

22. Holding Over.

If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) for the first 60 days of the holdover equal to 150% of the Base Rent due for the period immediately preceding the holdover, and thereafter equal to 175% of the Base Rent due for the period immediately preceding the holdover. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 60 days after the end of the Lease Term, Tenant shall be liable for all damages that Landlord suffers from the holdover.

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23. Subordination to Mortgages; Estoppel Certificate.

Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Complex, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any Defaults and the amount of Rent that is due and payable.

Landlord shall deliver its current or future Mortgagee’s customary form of Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) to the Tenant. Landlord agrees to request that a Mortgagee consider reasonable changes to such Mortgagee’s standard form of SNDA upon the request of Tenant. Landlord shall use commercially reasonable efforts to obtain the SNDA from Landlord’s current Mortgage promptly following the full execution and delivery of this Lease.

24. Notice.

All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested or sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

25. Surrender of Premises.

At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear, damage which Landlord is obligated to repair hereunder casualty for which Tenant is not liable, and condemnation excepted. If Tenant fails to remove any of Tenant’s Property within 2 days after termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be

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entitled (but not obligated) to remove and store Tenant’s Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and title to Tenant’s Property shall vest in Landlord.

26. Miscellaneous.

26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the Commonwealth of Massachusetts and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant IF Tenant is not a public corporation with stock listed on a nationally recognized stock exchange, or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists. Landlord represents and warrants to Tenant that each individual executing this Lease on behalf of Landlord is authorized to do so on behalf of Landlord and that Landlord is not, and the entities or individuals constituting Landlord or which may own or control Landlord, if Landlord is not a public corporation with stock listed on a nationally recognized stock exchange, or which may be owned or controlled by Landlord are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purposes of identifying suspected terrorists.

26.02 If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease. Either party’s failure to declare a default immediately upon its occurrence, or delay in taking action for a default, shall not constitute a waiver of the default, nor shall it constitute an estoppel.

26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”).

26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Complex. Upon transfer

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Landlord shall be released from any further obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that, any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations under this Lease.

26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the delivery of it does not constitute an offer to Tenant or an option. Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease.

26.06 Time is of the essence with respect to Tenant’s exercise of any expansion or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.

26.07 Landlord and any party claiming by, through or under Landlord shall not disturb Tenant’s use of the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building.

26.08 This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant.

26.09 Tenant shall not record this Lease or any memorandum or notice without Landlord’s prior written consent; provided, however, Landlord agrees to consent to the recordation or registration of a memorandum or notice of this Lease, at Tenant’s cost and expense (and in a form reasonably satisfactory to Landlord), if the initial term of this Lease or the initial term plus extension terms granted exceed, in the aggregate, 7 years. If this Lease is terminated before the Term expires, upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging the above and the date of the termination of this Lease, and Tenant appoints Landlord its attorney-in-fact in its name and behalf to execute the instrument if Tenant shall fail to execute and deliver the instrument after Landlord’s request therefor within 10 days.

26.10 At any time that Tenant is not a publicly traded company and/or Tenant’s most recently audited financial statements are not publicly available on Tenant’s website, within 15 days after Landlord’s request (but no more often than once per year unless such request is made

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in connection with the sale or refinancing of the Building and/or Complex), Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared financial statements. Notwithstanding the foregoing, Tenant shall have no obligation to provide to Landlord financial statements as provided in the preceding sentence more often than once per year during the Term. Tenant will discuss its financial statements with Landlord and will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements. Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (1) to Landlord’s lenders or prospective purchasers of the Building, (2) in litigation between Landlord and Tenant, and (3) if required by court order.

26.11 Whenever Tenant requests Landlord to take any action or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys’, engineers’ or architects’ fees, within 30 days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action. Whenever Landlord requests Tenant to take any action or give any consent required or permitted under this Lease, Landlord will reimburse Tenant for Tenant’s reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys’, within 30 days after Tenant’s delivery to Landlord of a statement of such costs. Landlord will be obligated to make such reimbursement without regard to whether Tenant consents to any such proposed action.

26.12 Tenant and its telecommunications companies, including but not limited to local exchange telecommunications companies and alternative access vendor services companies shall have no right of access to and within the Building, for the installation and operation of telecommunications systems including but not limited to voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems, for part or all of Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior written consent. Landlord shall not unreasonably withhold its consent to the installation and operation of such telecommunications systems, telecommunication services and/or transmission systems if located entirely within the Premises; otherwise, Landlord may withhold or delay its consent in its sole discretion.

26.13 Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord’s benefit, and, except to the extent required by applicable Law for publicly traded companies, may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

26.14 The term “Hazardous Materials” means any substance, material, or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any Law

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relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Building. Tenant shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises or the Building except in a manner and quantity necessary for the ordinary performance of Tenant’s business, and then in compliance with all Laws. If Tenant breaches its obligations under this Section, Landlord may immediately take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting from Tenant’s use, generation, storage or disposal of Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including attorneys’ fees and cost of clean up and remediation) arising from Tenant’s failure to comply with the provisions of this Section. This indemnity provision shall survive termination or expiration of the Lease.

27. OFAC Compliance.

(a) Tenant represents and warrants that (a) Tenant and each person or entity owning an interest in Tenant (exclusive of any owner of shares in Tenant if Tenant is a public corporation listed on a nationally recognized stock exchange) is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) to Tenant’s knowledge, no Embargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law or that the Lease is in violation of law, and (e) Tenant has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law.

(b) Tenant covenants and agrees (a) to comply with all requirements of law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing if any of the representations, warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Tenant has a reasonable basis to believe that they may no longer be true or have been breached, (c) not to use funds from any “Prohibited Person” (as such term is defined in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under the Lease and (d) at the request of Landlord, to provide such information as may be requested by Landlord to determine Tenant’s compliance with the terms hereof.

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(c) Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any time during the Lease Term shall be a material default of the Lease. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portion thereof to be used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Premises by any such person or entity shall be a material default of the Lease.

(d) Landlord represents and warrants that (a) Landlord and each person or entity owning an interest in Landlord (exclusive of any owner of shares in Landlord if Landlord is a public corporation listed on a nationally recognized stock exchange) is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Landlord constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) to Landlord’s knowledge, no Embargoed Person has any interest of any nature whatsoever in Landlord (whether directly or indirectly), (d) none of the funds of Landlord have been derived from any unlawful activity with the result that the investment in Landlord is prohibited by law or that the Lease is in violation of law, and (e) Landlord has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Landlord is prohibited by law or Landlord is in violation of law

28. Rooftop License; Antennas

28.01 Rooftop License. Subject to any rights previously given by Landlord to other parties and otherwise subject to such reasonable rules and regulations as Landlord may promulgate from time to time for the purpose of safety and frequency management, effective as of the Commencement Date, Landlord grants Tenant the appurtenant, non-exclusive, and irrevocable (except upon the expiration or earlier termination of this Lease or pursuant to the terms of this Lease) right at no additional charge, but otherwise subject to the terms and conditions of this Lease to use the areas on the roof of the Building designated by Landlord at Landlord’s sole discretion (the “Rooftop Installation Areas”) : 1) to operate, maintain, repair and replace communications equipment to be reviewed and reasonably approved by Landlord in advance of any installation (the “Equipment”) and 2) to install, operate, maintain, repair and replace an antenna serving the Tenant’s operations in the Premises, and other related communications equipment serving such antenna, (collectively, the “Antenna”) in a location

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reasonable designated by Landlord in Landlord’s sole discretion. Tenant’s Equipment and the Antenna located in the Rooftop Installation Areas are defined together as the “Rooftop Equipment”.

28.02 Installation and Maintenance of Rooftop Equipment. Tenant shall install the Rooftop Equipment at its sole cost and expense using contractors designated by Landlord (unless Landlord consents in writing to Tenant’s contractor which consent shall be at Landlord’s sole discretion) at such times and in such manner as Landlord may reasonably designate and in accordance with all of the applicable provisions of this Lease regarding Alterations and in compliance with all Laws. Tenant shall not install or operate the Rooftop Equipment until it receives prior written approval of the Alterations in accordance with Section 9.03. Landlord may withhold approval of the installation or operation of the Rooftop Equipment to the extent such Rooftop Equipment or its installation or operation would adversely impact the Building’s structure or systems, affect future marketability of the Premises, Building or Complex or would interfere with the use and occupancy of other tenants and occupants of the Building and/or Complex.

Tenant shall, at Tenant’s sole cost and expense, engage Landlord’s roofer before beginning any rooftop installations or repairs of the Rooftop Equipment, whether under this Section 28 or otherwise, and shall always comply with the roof warranty governing the protection of the roof and modifications to the roof. Tenant shall obtain a letter from Landlord’s roofer following completion of such work stating that the roof warranty remains in effect. Tenant, at its sole cost and expense, shall inspect areas on the rooftop where the Rooftop Equipment is located at least twice annually and correct any loose bolts, fittings or other appurtenances and shall repair any damage to the roof caused by the installation or operation of the Rooftop Equipment using a contractor designated by Landlord. Tenant covenants that the installation, existence, maintenance and operation of the Rooftop Equipment shall not violate any legal requirements or constitute a nuisance under law. Tenant shall pay Landlord on demand (i) all applicable taxes or governmental charges, fees, or impositions imposed on Landlord because of Tenant’s ownership and/or use of the Rooftop Equipment under this Section 28, (ii) the amount of any increase in Landlord’s insurance premiums as a result of the installation and/or use of the Rooftop Equipment. Landlord assumes no responsibility for interference in the operation of the Rooftop Equipment caused by other tenants’ equipment, or for interference in the operation of other tenants’ equipment caused by the Rooftop Equipment, but (i) Landlord shall reasonably cooperate with Tenant (at no cost to Landlord) to resolve any such interference and shall enforce any rights Landlord may have to prevent such interference and (ii) Tenant shall cooperate with Landlord (at no cost to Landlord) to resolve any such interference. In the event the Rooftop Equipment shall cause interference with the use and occupancy of other tenants and occupants of the Building and/or Complex (including without limitation such wireless and/or similar rooftop equipment), Tenant shall (i) immediately cease such use of the Rooftop Equipment causing such interference and promptly remedy such interference and (ii) indemnify and hold Landlord harmless from any Losses which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with such interference by Tenant (including violations of Law) or any of Tenant’s contractors, agents or employees. In the event such interference may only be remedied by the relocation of the Rooftop Equipment to an alternate location on the Building of the roof, Landlord and Tenant shall reasonably cooperate to identify a suitable location for such relocation, such alternate

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location to be reasonably approved by Landlord. The Rooftop Installation Area is delivered to Tenant in its “as-is” condition, Landlord makes no representation or warranty, express or implied, as to the fitness of the roof of the Building for the use of the Rooftop Equipment, and to the extent Tenant’s desired Rooftop Equipment may not be used due to interference with existing tenants installations in the Complex, Landlord shall have no liability therefor.

Any cables, conduits or other physical connections between the Rooftop Equipment and the Premises shall be concealed within permanent walls, floors, columns and ceilings of the Building and in the shafts of the Building provided for such installations, not damaging the appearance of the Building or reducing the usable or rentable space of the Building. Any installation or maintenance work performed by Tenant, or at Tenant’s direction, shall be performed without unreasonably interfering with Landlord’s or any other tenant’s use of the Complex, and upon completion of such installation and maintenance (initially and from time to time), Tenant shall restore such portions of the Building to a condition reasonably comparable to that existing prior to such installation or maintenance. Upon termination or expiration of this Lease, Tenant shall remove any Rooftop Equipment installed by it, at its expense, and shall repair and restore the Building to a condition comparable to that existing prior to such installation.

28.03 Relocation of Rooftop Equipment. Based on Landlord’s good faith determination that such a relocation is necessary, Landlord reserves the right to cause Tenant to relocate any Rooftop Equipment to comparably functional space on the roof by giving Tenant prior notice of such intention to relocate. Provided that Landlord has pre-approved the cost thereof, Landlord agrees to pay the reasonable cost of moving Rooftop Equipment to such other space, taking such other steps necessary to ensure comparable functionality of Rooftop Equipment, and finishing such space to a condition comparable to the then condition of the current location of Rooftop Equipment. Tenant shall arrange for the relocation of Rooftop Equipment within sixty (60) days after a comparable space is selected by Landlord, using a contractor selected by Landlord (unless Landlord consents in writing to Tenant’s contractor which consent shall be at Landlord’s sole discretion). In the event Tenant fails to arrange for said relocation within the sixty (60) day period, Landlord shall have the right to arrange for the relocation of Rooftop Equipment at Tenant’s expense. Any actions by Landlord in connection with a relocation under this Section 28.03 shall be performed in a manner designed to minimize interference with Tenant’s business.

28.04 No Resale of Services. Under no circumstances shall Tenant sell, lease or license the use of such Rooftop Equipment or services in connection therewith to other tenants of the Complex.

[signatures on following page]

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Landlord and Tenant have executed this Lease as of the day and year first above written.

WITNESS/ATTEST:		LANDLORD:
		NORMANDY NICKERSON ROAD, LLC,
/S/ Laura Allen		a Delaware limited liability company
Name (print):	LAURA ALLEN
/S/ Leona Maddocks		By:	/S/ Raymond P Trevisan
Name (print):	LEONA MADDOCKS	Name:	Raymond P. Trevisan
		Title:	Vice President
WITNESS/ATTEST:		TENANT:
		BITSTREAM INC.,
		a Delaware corporation
Name (print):
/S/ James P Dore		By:	/S/ Anna M Chagnon
Name (print):	JAMES P. DORE	Name:	Anna M. Chagnon
		Title:	CEO
			04-2744890
			Tenant’s Tax ID Number (SSN or FEIN)

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EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

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EXHIBIT B

EXPENSES AND TAXES

This Exhibit is attached to and made a part of the Lease by and between Normandy Nickerson Road, LLC, a Delaware limited liability company (“Landlord”) and Bitstream Inc., a Delaware corporation (“Tenant”) for space in the Building located at 500 Nickerson Road, Marlborough, Massachusetts 01752.

1. Payments.

1.01. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined below) for each Fiscal Year during the Term exceed Taxes for the Base Year (the “Tax Excess”). If Expenses or Taxes in any calendar year or Fiscal Year decrease below the amount of Expenses or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year or Fiscal Year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year or Fiscal Year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate.

1.02. As soon as is practical following the end of each calendar year or Fiscal Year, as the case may be, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year or Fiscal Year, as the case may be, together with reasonable supporting documentation. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is more than the actual Expense Excess or actual Tax Excess for the prior calendar year or Fiscal Year, as the case may be, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is less than the actual Expense Excess or actual Tax Excess, for such prior calendar year or Fiscal year, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year.

2. Expenses.

2.01. “Expenses” means all reasonable costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building and Complex. Expenses include, without limitation: (a) all labor and labor related costs; (b)

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management fees; (c) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; and (i) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year which are: (1) performed primarily to reduce current or future operating expense costs, upgrade security or otherwise improve the operating efficiency of the Building and/or Complex; or (2) required to comply with any Laws that are enacted, or first interpreted to apply to the Building and/or Complex, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. “Payback Period” means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. Any Expenses generally applicable to the Complex as a whole or any portion thereof shall be equitably prorated and Tenant’s initial Pro-Rata Share of such Expenses shall be as set forth in Section 1.4 of the Lease. If Landlord incurs Expenses for the Building and/or Complex together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building, Complex and the other buildings or properties.

2.02. Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; principal payments of mortgage and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building and/or Complex, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building and/or Complex; fines, interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building and/or Complex under their respective leases. Expenses shall further not include: (a) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the Building or Common Areas or to comply with any requirements of any governmental authority in effect as of the date of this Lease; (b) rentals and other related expenses incurred in leasing systems, or other equipment ordinarily considered to be of a capital nature, except equipment or similar services and equipment that is used on a temporary basis to restore Building services to the extent part of capital improvements in Section 2.01; (c) costs of repairs, restoration, replacements or other work occasioned by (i) fire, windstorm or other casualty and either (aa) payable (whether paid or not) by insurance required to be carried by Landlord under this Lease, or (bb) otherwise paid by insurance then in effect obtained by Landlord, (ii) the exercise by governmental authorities of the right of eminent domain, whether such taking be total or partial, to the extent that Landlord is compensated by such governmental

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authority for such repairs, restoration, replacements or other work or (iii) the act of any other tenant in the Building, or any other tenant’s agents, employees, licensees or invitees to the extent the applicable cost is, in the Landlord’s reasonable judgment, practically recoverable from such person; (d) wages, salaries benefits, perquisites and compensation paid or given to (i) executives, shareholders, officers, directors or partners of Landlord or (ii) any principal or partner of the entity from time to time comprising Landlord; (e) costs in connection with the removal and abatement of asbestos or cost of replacing or retrofitting the HVAC system to comply with laws that regulate or prohibit the use or release of chlorofluorocarbons (CFCs) or hydrocarbons (HCFCs) enacted prior to the date hereof; (f) Landlord’s general overhead and administrative expenses not related to the Property; (g) non-cash items, such as deductions for depreciation and amortization of the Building and the Building equipment, or interest on capital invested; (h) legal fees, accountants’ fees and other expenses incurred in connection with disputes with Tenant or other tenants or occupants of the Building or associated with the enforcement of any lease or defense of Landlord’s title to or interest in the Building or any part thereof; (i) costs (including permit, license and inspection fees) incurred in renovating or otherwise improving, decorating, painting or altering space for other tenants or other occupants or vacant space in the Building; and (j) interest, penalties or other costs arising out of Landlord’s failure to make timely payments of its obligations.

2.03. If at any time during a calendar year the Building and/or Complex is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building and/or Complex, Expenses shall, at Landlord’s option, be determined as if the Building and/or Complex, as applicable, had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building and/or Complex. If Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined in such manner. Notwithstanding the foregoing, Landlord may calculate the extrapolation of Expenses under this Section based on 100% occupancy and service so long as such percentage is used consistently for each year of the Term. The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association.

3. “Taxes” shall mean: (a) all real property taxes and other assessments on the Building and/or Complex, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Complex, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Complex’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Complex; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Complex; and (c) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. Taxes shall further not include: (i) any income, profits or revenue tax, assessment or charge imposed upon the Rent payable by Tenant under this Lease; or (ii) penalties due to Landlord’s lateness or failure to pay taxes, assessments or charges when due (unless such lateness is due to Tenant being late in any

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payment due under this Lease), (iii) any environmental assessments, charges or liens arising in connection with the remediation of Hazardous Materials from the Leased Premises or Building, the causation of which arose prior to the Commencement Date of this Lease, or to the extent caused by Landlord, its agents, employees or contractors or any tenant of the Building (other than Tenant or its sublessees or assignees); (iv) except to the extent the same is included as a capital improvement hereunder, costs or fees, including, but not limited to special assessments, payable to public authorities in connection with any construction, renovation and/or improvements to the Leased Premises or Building other than the Landlord’s Work, Tenant’s Work or improvements to the Leased Premises made by or for Tenant, including fees for transit, housing, schools, open space, child care, arts programs, traffic mitigation measures, environmental impact reports, traffic studies, and transportation system management plans and (v) reserves for future Taxes. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant’s receipt of a statement from Landlord.

4. Audit Rights. Tenant, within 120 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm (or other nationally recognized lease auditing firm) licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, but in no event shall the firm performing such audit be compensated on a percentage basis. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. If Tenant shall timely dispute Expenses and/or Taxes, and if such dispute is not resolved between Landlord and Tenant within thirty (30) days after notice of such dispute from Tenant, then Tenant may refer such disputed item or items to the Boston office of the American Arbitration Association, and the determination of such arbitration, using Real Estate Industry Arbitration Rules shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such arbitration, unless it is determined that Landlord’s original calculation of the amount of Adjustment Rent was overstated by more than five percent (5%), in which event Landlord shall pay all costs of such arbitration and shall refund to Tenant the amount of such overstatement.

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EXHIBIT C

WORK LETTER

This Exhibit is attached to and made a part of the Lease by and between Normandy Nickerson Road, LLC, a Delaware limited liability company (“Landlord”) and Bitstream Inc., a Delaware corporation (“Tenant”) for space in the Building located at 500 Nickerson Road, Marlborough, Massachusetts 01752.

1. General.

1.1 Purpose. This Work Letter sets forth the terms and conditions governing Landlord’s construction of Landlord’s Work.

1.2 Construction Representatives. Prior to submission of the Construction Drawings and Specifications pursuant to Section 2 hereof, each of Landlord and Tenant shall designate a representative (“Representative”) who shall act for Landlord and Tenant, as the case may be, in all matters regarding Landlord’s Work. Tenant hereby designates John Waitkunas at Diversified Project Management as its Representative and Landlord hereby designates Andy Spaulding as its Representative.

All inquiries, requests, instructions, authorizations or other communications with respect to the Landlord’s Work shall be made in writing to Landlord’s Representative or Tenant’s Representative, as the case may be. Authorizations made by Tenant’s Representative shall be binding and Tenant shall be responsible for all costs authorized by Tenant’s Representative. Either party may change its Representative at any time by written notice to the other party. Landlord shall not be obligated to respond to or act upon any plan, drawing, change order approval or other matter relating to the Landlord’s Work until it has been executed by Tenant’s Representative.

2. Design and Schedule.

2.1 Plans for Landlord’s Work. The “Construction Drawings and Specifications” as used herein shall mean the construction working drawings, the mechanical, electrical and other technical specifications, and the finishing details, including wall finishes and colors and technical and mechanical equipment installation, if any, all of which details the installation of the Landlord’s Work in the Premises. Tenant shall cooperate with Landlord in the finalization of the Construction Drawings and Specifications and shall notify Landlord of Tenant’s selection of the color of paint, carpet or other materials within five (5) business days of Landlord’s request for such selection. Reference to the Construction Drawings and Specifications with respect to the entire Premises is attached hereto as Exhibit C-1.

2.2 Approvals by Landlord. All Construction Drawings and Specifications for the Landlord’s Work (collectively, the “Final Plans”) shall be delivered to the Tenant for its final approval, which shall not be unreasonably withheld or delayed, provided that such Final Plans are consistent with the contemplated layout of the Premises as shown on the Construction Drawings and Specifications referenced in Exhibit C-1. Tenant shall notify Landlord in writing, within three (3) days of Tenant’s receipt of the Final Plans (or revision thereof), of its approval

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or a detailed reason of its disapproval (each, an “Approval Period”). In the event Tenant disapproves of the Final Plans and requests changes thereto for any reason other than the failure of the Final Plans to be consistent with the Construction Drawings and Specifications referenced in Exhibit C-1, then, after the initial Approval Period, each subsequent Approval Period shall be a Tenant Delay (defined below).

3. Construction of Landlord’s Work. The Landlord’s Work shall be performed by The Walsh Company (the “General Contractor”). Landlord shall enter into a contract (the “Construction Contract”) with the General Contractor for performance of the Landlord’s Work. Landlord shall obtain all permits necessary for construction of the Landlord’s Work. Landlord then shall promptly cause the General Contractor to commence, construct and complete the Tenant Improvements in a good and workmanlike manner and in accordance with the Final Plans, at Landlord’s sole cost and expense (except as otherwise provided herein). In the event that the Landlord’s Work is not performed in a good and workmanlike manner or in conformity with the Final Plans, the Landlord shall require the General Contractor to comply therewith. Landlord’s Work shall strictly comply with all governmental rules, regulations, laws and building codes; and all private covenants, conditions and restrictions applicable thereto. Tenant’s approval of the Final Plans shall not release Landlord from any of its obligations hereunder.

The Landlord’s Work shall be deemed to be “Substantially Complete” on the date that all Landlord’s Work have substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not interfere with Tenant’s use of the Premises, which matters can reasonably be completed within thirty (30) days, and all necessary governmental permits and approvals necessary for use and occupancy of the Premises have been issued. If Landlord is delayed in the performance of the Landlord’s Work as a result of (i) the negligence or willful misconduct of Tenant or Tenant’s agents, employees, contractors or vendors, including, without limitation, changes requested by Tenant after the Final Plans have been approved by Landlord and Tenant, (ii) Tenant’s failure to comply with any of its obligations under the Lease, (iii) Tenant’s failure to approve or comment upon the Construction Drawings and Specifications within the timeframe set forth herein or meet any of the other timeframes set forth in this Exhibit C (including without limitation the specification of the color of paint, carpet or other materials within five (5) business days of Landlord’s request for such selection), (iv) Tenant’s failure to reimburse Landlord for any amounts due under this Exhibit C, (v) the specification of any non-standard materials or equipment with long lead times where Tenant is notified by Landlord at the time of specification of such materials or equipment of the delay associated with said non-standard materials or equipment and fails to provide a reasonable substitute or withdraw the request for such material or equipment within three (3) business days of such notification or (vi) any Approval Periods beyond the initial Approval Period other than those necessary due to the failure of the Final Plans to be consistent with the Construction Drawings and Specifications referenced in Exhibit C-1 (each, a “Tenant Delay”), the Landlord’s Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord’s Work absent any Tenant Delay.

Within ten (10) days following notice from Landlord to Tenant that Landlord believes Landlord’s Work is Substantially Complete, Landlord and Tenant shall “walk-through” the

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Premises and jointly complete a punchlist of items of the Landlord’s Work needing completion or correction by the General Contractor. Landlord shall use commercially reasonable efforts to complete or correct all punch-list items within thirty (30) days after the walk-through inspection and shall notify Tenant in writing of the completion thereof. Within ten (10) days after Landlord’s notification to Tenant of completion or correction of all the punchlist items, Landlord and Tenant again shall “walk-through” the Premises to determine if all the punchlist items have been completed or corrected, and shall prepare and resubmit to the Contractor a revised punchlist of any remaining incomplete or uncorrected items which shall be completed as soon as reasonably practicable.

4. Change Orders. If Tenant requests any change or addition to or subtraction from the Landlord’s Work (“Change Order”) after Tenant’s approval of the final and complete Construction Drawings and Specifications for the Landlord’s Work, Landlord shall respond to Tenant’s request for consent as soon as reasonably possible and include a good faith estimate of the actual cost of, and additional time, if any, required to perform the work contemplated by such Change Order request. Tenant may, within five (5) business days of its receipt of such estimate, elect to rescind its request for such Change Order upon written notice to Landlord. All costs associated with any Change Order shall be the responsibility of Tenant, and to the extent such Change Order shall cause an increase in the Costs of Landlord’s Work (defined below), the costs associated with such Change Order in excess of the Costs of Landlord’s Work shall be paid to Landlord as additional rent and as a condition of the approval of such Change Order within five (5) business days of Landlord’s approval therefor. Any such changes, additions or modifications that Tenant desires to make to the Final Plans after final approval shall not be unreasonably withheld, except that Landlord shall have complete discretion with regard to granting or withholding approval for the Building structure, system or appearance as provided in Section 2.2 above or would cause a delay in construction of the Landlord’s Work. As used herein, “Costs of Landlord’s Work” shall mean the design and architectural costs to prepare the Construction Drawings and Specifications for the Landlord’s Work, costs of all labor and materials incurred to complete Landlord’s Work, and costs for removal of all construction debris, general contractor’s fees and any permit or license fees necessary for completion of construction of Landlord’s Work.

5. Tenant Improvement Allowance. In addition to the turn-key preparation of the Landlord Work, an amount not to exceed $410,670.00 may be applied by Tenant for various expenses as provided in Section 1.07 of the Lease. As applicable, Tenant acknowledges that any request for payment of the Improvement Allowance must be delivered to Landlord together with executed lien waivers, contractor’s statements and/or invoices and owner’s statements covering the work for which reimbursement is then being requested and any other documents reasonably requested by Landlord as evidence that the work and/or equipment has been completed and paid for, and Landlord shall thereafter disburse such portion of the remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to any remaining portion of the un-disbursed Improvement Allowance to the extent Tenant does not request the same prior to the expiration of the eighteenth (18th) Lease Month.

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EXHIBIT C-1

Those certain plans dated June 5, 2009, revised June 12, 2009, prepared by Walsh Cochis Associates, Inc., entitled Tenant Improvements for BitStream Inc., 500 Nickerson Road, Marlborough, Massachusetts.

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EXHIBIT D

COMMENCEMENT LETTER

(EXAMPLE)

Date

Tenant

Address

Re: Commencement Letter with respect to that certain Lease dated as of the 22^nd day of June, 2009, by and between Normandy Nickerson Road, LLC, as Landlord, and Bitstream Inc., as Tenant, for 27,378 rentable square feet on the second floor of the Building located at 500 Nickerson Road, Marlborough, Massachusetts 01752.

Dear                                         :

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

1. The Commencement Date is                                                  ;

2. The Termination Date of the Lease is                                                  .

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention.

Sincerely,

Authorized Signatory

Agreed and Accepted:

Tenant:	BITSTREAM, INC.
By:
Name:
Title:
Date:

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EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities, the Complex and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease.

1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Complex.

2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant and Landlord shall not be responsible for the damage.

3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building or Complex, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld.

4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

5. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease.

6. All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time. Landlord

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has no obligation to allow any particular telecommunication service provider to have access to the Buildings or to the Premises. If Landlord permits access, Landlord may condition the access upon the payment to Landlord by the service provider of fees assessed by Landlord in Landlord’s sole discretion.

7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury.

8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building or Complex by the installation, maintenance, operation, existence or removal of Tenant’s Property shall be repaired at Tenant’s sole expense.

9. Corridor doors, when not in use, shall be kept closed.

10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute or cause to be distributed, in any portion of the Building or Complex, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building or Complex that might, in Landlord’s sole opinion, constitute a nuisance.

11. No animals, except those assisting handicapped persons, shall be brought into the Building or Complex or kept in or about the Premises.

12. Except as otherwise required pursuant to the Permitted Use (which shall be pursuant to all Laws) after (i) obtaining all permits therefor and (ii) providing Landlord prior written notice thereof, no inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Complex, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws. Tenant shall not, without Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Complex, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq., M.G.L. c. 21C, M.G.L. c. 21E or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.

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13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises, the Building or the Complex. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal purpose.

14. Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building or Complex (“Labor Disruption”). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions.

15. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building or Complex, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or gas heating devices, without Landlord’s prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.

16. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.

17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.

18. Landlord may from time to time adopt systems and procedures for the security and safety of the Complex, the Building, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.

19. Landlord shall have the right to prohibit the use of the name of the Complex, the Building or any other publicity by Tenant that in Landlord’s sole opinion may impair the reputation of the Complex, the Building or their desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have been

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declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building.

21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.

22. Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.

23. The work of cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

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EXHIBIT F

ADDITIONAL PROVISIONS

This Exhibit is attached to and made a part of the Lease by and between Normandy Nickerson Road, LLC, a Delaware limited liability company (“Landlord”) and Bitstream Inc., a Delaware corporation (“Tenant”) for space in the Building located at 500 Nickerson Road, Marlborough, Massachusetts 01752.

A. Parking

Landlord shall provide non-reserved vehicle access to the surface parking lot located adjacent to the Building at a ratio of 3.5 vehicle spaces per each one thousand (1,000) rentable square feet of the Premises at no additional expense to Tenant (i.e. non-reserved parking for ninety-six (96) motor vehicles based upon the Tenant’s occupancy of 27,378 rentable square feet; the foregoing referred to herein as “Tenant’s Parking”). Tenant’s Parking shall be non-transferable (directly or indirectly) to any other institutions, entities or individuals other than as appurtenant to a Transfer or Permitted Transfer. Except for reasonable business travel of Tenant’s employees, overnight parking at the Building shall be strictly prohibited.

Landlord shall not be responsible for money, jewelry, automobiles or other personal property lost in or stolen from the parking lot. Landlord shall not be liable for any loss, injury or damage to persons using the parking lot or automobiles or other property thereon, it being agreed that, to the fullest extent permitted by law, the use of the parking lot and the parking spaces shall be at the sole risk of Tenant and its employees. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the parking lot.

Tenant’s Parking shall be subject to such reasonable rules and regulations therefor as may be set and changed with reasonable prior notice by the Landlord from time to time and uniformly enforced by Landlord during the Term provided that such rules shall not at any time incorporate a charge or fee for parking. Landlord agrees that such rules and regulations shall be established and applied by Landlord in a non-discriminatory fashion, such that all rules and regulations shall be generally applicable to all other tenants of the Building of a similar nature of Tenant. Tenant’s Parking is non-assignable (except as part of a sublease or assignment of this Lease permitted by the terms of this Lease) and intended solely for the use of Tenant’s employees working from and business invitees to the Premises; and as such Tenant shall not offer them for “use” or “license” to any other entity, the general public, or any other tenants of the Building other than a valid sublessee of all or a portion of the Premises or assignee of the Lease. All such appurtenant rights for parking as set forth in this Section are automatically terminated upon termination of this Lease, and shall have no separate independent validity or legal standing. Landlord reserves the right to relocate and/or temporarily close any or all of the parking facilities to the extent necessary in the event of a casualty or governmental taking or for maintenance and repairs of the parking facility provided Landlord shall reopen the same or provide replacement parking facilities as soon as practicable thereafter provided that any relocation shall be reasonably proximate to the Building.

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B. Extension Option

Provided the original Tenant named herein (or an Affiliate pursuant to a Permitted Transfer) is itself occupying not less than sixty percent (60%) of the entire Premises at the time of giving its notice to exercise its option and at the commencement of the Extension Term (as defined herein), Tenant shall have the right and option to extend the Term for two (2) additional periods of five (5) years (each an “Extension Term”). The right and option to so extend the term shall be personal to the Tenant executing this Lease (or an Affiliate pursuant to a Permitted Transfer) and such right and option may not be assigned or transferred to any other party or entity. The first Extension Term is to commence immediately upon expiration of the initial Term (the “Original Term”) and the second Extension Term is to commence immediately upon expiration of the first Extension Term, provided that both instances Tenant shall give Landlord notice of Tenant’s exercise of such option by no later than nine (9) months prior to the then scheduled expiration of the Original Term (or first Extension Term, as applicable) (except as otherwise provided in Section D below with respect to a simultaneous exercise of a Right of First Refusal), and provided further that no Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, unless the same is cured within the applicable cure period which exists at the time of giving such notice or at the commencement of either Extension Term. If a Default, or event which with the giving of notice or the passage of time, or both, would constitute a Default, exists at the time of giving such notice or at the time of commencement of an Extension Term, Tenant’s exercise of such option shall, at the option of Landlord, be null and void and of no further force and effect. Prior to the exercise by Tenant of any such option, the expression “Term” shall mean the Original Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Lease contained herein shall be applicable to the Extension Term, except that following the second Extension Term there shall be no further extension terms. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term (or first Extension Term, as applicable) shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions.

The Annual Base Rent payable during each Extension Term shall be an amount equal to 100% of the Fair Market Rent for the Premises as of the commencement date of the applicable Extension Term. The Fair Market Rent shall be determined in accordance with the provisions set forth below. If for any reason the Annual Base Rent payable during an Extension Term has not been determined as of the commencement date of the Extension Term, Tenant shall pay the Annual Base Rent payable for the year immediately preceding the commencement of such Extension Term until the Annual Base Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made.

“Fair Market Rent” shall mean the anticipated rent for the Premises as of the commencement of the Extension Term under market conditions then existing in “as-is” condition. No later than one (1) month after Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s estimate of the Fair Market Rent in writing. No later than fifteen (15) days after such written notification, Tenant may dispute Landlord’s estimate of Fair Market Rent upon written notice thereof to Landlord which written notice shall contain Tenant’s estimate of the Fair Market Rent. If Tenant disputes Landlord’s estimate of Fair Market Rent within such

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fifteen (15) day period, then the Fair Market Rent shall be determined by agreement between Landlord and Tenant during the next thirty (30) day period following Tenant’s notice of dispute (the “Discussion Period”), but if Landlord and Tenant are unable to agree upon the Fair Market Rent during the Discussion Period, then the Fair Market Rent shall be determined by a board of three (3) M.A.I. appraisers as hereafter provided, each of whom shall have at least five (5) years experience in the Boston Metro-west office rental market and each of whom is hereinafter referred to as “appraiser”, Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser (the “Neutral Appraiser”). The cost and expenses of each appraiser appointed separately by Tenant and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Tenant and Landlord. Landlord and Tenant shall appoint their respective appraisers no later than fifteen (15) days after the expiration of the Discussion Period and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the Neutral Appraiser no later than twenty (20) days after the end of the Discussion Period and shall designate such appraiser by notice to Landlord and Tenant. Each of Landlord’s appointed appraiser and Tenant’s appointed appraiser shall issue their respective estimates of Fair Market Rent within thirty (30) days after the end of the Discussion Period. The Neutral Appraiser shall then choose either the Landlord’s appointed appraiser’s estimate of Fair Market Rent or the Tenant’s appointed appraiser’s estimate of Fair Market Rent as the Fair Market Rent of the space in question as of the commencement of the Extension Term and shall notify Landlord and Tenant of its determination no later than sixty (60) days after the end of the Discussion Period. The Fair Market Rent of the subject space determined in accordance with the provisions of this Section shall be deemed binding and conclusive on Tenant and Landlord. Notwithstanding the foregoing, if either party shall fail to appoint its appraiser within the period specified above (such party referred to hereinafter as the “failing party”) the other party may serve notice on the failing party requiring the failing party to appoint its appraiser within ten (10) days of the giving of such notice and if the failing party shall not respond by appointment of its appraiser within said (10) day period, then the appraiser appointed by the other party shall be the sole appraiser whose choice of either the Landlord’s or the Tenant’s estimate of Fair Market Rent shall be binding and conclusive upon Tenant and Landlord. All times set forth herein are of the essence.

C. Tenant Identification

Landlord shall provide at Landlord’s cost, in the Building-standard format, Building-standard signage. Subject to the approval of Landlord as to conformance with the sign criteria for Marlborough Technology Park not to be unreasonably withheld, conditioned or delayed, and subject to the approval of all applicable governmental authorities, Tenant may, at Tenant’s cost, install an exterior sign on Tenant’s proportionate share of the outside of the Building in a location to be determined by Landlord in Landlord’s reasonable discretion.

D. Right of First Refusal

Subject to the terms and conditions set forth below and subject to the existing prior rights of tenants and such tenants’ rights to extend with respect to such spaces, Tenant shall have an ongoing “Right of First Refusal” for the 4,346 rentable square foot space adjacent to the Premises as more particularly shown on Exhibit A (the “ROFR Space”).

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Any lease to Tenant of the ROFR Space shall be for a term which shall be coterminous with this Lease, provided that if the Third Party Offer (defined below) is for a period in excess of the then-remaining Term (or initial Extension Term), then Tenant’s right to exercise the Right of First Refusal for such ROFR Space shall be contingent upon Tenant effectively exercising its Extension Option set forth in Section B above upon the terms and conditions set forth in Section B at the same time as it exercises such Right of First Refusal, and the term of the ROFR Space shall be coterminous with the expiration of the applicable Extension Term (as defined in Section B above). If Landlord receives a bona fide written offer (“Third Party Offer”) to lease ROFR Space, and if Landlord desires to accept the Third Party Offer, it shall first make a written offer to Tenant (the “ROFR Notice”) upon the same terms as the Third Party Offer (except that the term of such ROFR Space shall be as set forth in this Section D) and any improvements contributed by Landlord shall be pro-rated to account for any variance in the length of term. The ROFR Notice to Tenant shall specify the rent for such ROFR Space, the date of availability of such ROFR Space and all other material terms and conditions which will apply to such ROFR Space. In the event the Third Party Offer includes space or property in addition to the ROFR Space, the ROFR Notice shall reasonably eliminate such additional space and adjust or prorate financial terms to cover only the ROFR Space and the ROFR Notice shall disclose such modifications. Tenant will notify Landlord within five (5) Business Days of Tenant’s receipt of the ROFR Notice if Tenant wishes to lease such ROFR Space from Landlord on the terms and conditions so specified. If Tenant notifies Landlord that it wishes to lease the ROFR Space, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFR Space into the Premises upon the terms contained in the ROFR Notice within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant. If Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease such ROFR Space, or fails to simultaneously exercise an Extension Option if required as aforesaid, or fails to execute the aforesaid amendment within fifteen (15) days following the later of the date of giving of Tenant’s Notice or the date a draft of the amendment is first delivered by Landlord to Tenant (or, if later, within five (5) business days following Tenant’s receipt from Landlord of an execution version of such amendment incorporating the terms contained in the ROFR Notice) (the “ROFR Waiver Date”), Tenant shall be deemed to have waived its rights with respect to the ROFR Space for a period of one (1) year from the ROFR Waiver Date and Landlord shall be entitled to lease all or any portion of such ROFR Space to any third party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines all in its sole discretion. Following the expiration of the one-year period following any ROFR Waiver Date, the ROFR Space shall again be subject to Tenant’s Right of First Refusal in accordance with and subject to the provisions of this Section D.

Notwithstanding any contrary provision of this Section or any other provision of this Lease, any Right of First Refusal and any exercise by Tenant of any Right of First Refusal shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising the Right of First Refusal and on the commencement date of the amendment for the ROFR Space (i) this Lease is in full force and effect and (ii) no default of Tenant has occurred under the Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Tenant shall not have assigned this Lease (other than to an Affiliate), and there shall not be any sublease or subleases in effect as of the commencement of the term of the Lease for any of the

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ROFR Space as of the date of Landlord’s notice of the ROFR Space availability and (iv) if such ROFR Notice is delivered prior to any exercise by Tenant of the Early Termination Option set forth in Section E below, Tenant shall waive such Early Termination Option in writing. Additionally, the Right of First Refusal shall not apply to any Third Party Offer which is for a term which exceeds the Term of this Lease and any remaining exercisable Extension Options, and Landlord shall have no obligation to provide Tenant with notice of any such Third Party Offer.

E. Early Termination Option

Tenant shall have the one-time option to terminate this Lease effective as of the last day of the eighty-seventh (87^th) Lease Month (the “Early Termination Date”) provided that (i) Tenant gives Landlord not less than nine (9) months prior written notice to terminate (the “Termination Notice”), (ii) Tenant provides the Termination Payment (defined below) with the Termination Notice, (iii) Tenant is not in Default hereunder either at the time of the Termination Notice or on the Early Termination Date and (iv) all Base Rent, Additional Rent and all other charges due under this Lease have been paid on or before the Early Termination Date. Together with the Termination Notice, Tenant shall pay Landlord a “Termination Payment” of $400,000.00. As of the Early Termination Date, neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Early Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of the term of this Lease, and Tenant shall surrender the Premises in the condition required under this Lease. This option to terminate shall be self-operative as provided herein and no additional agreement between Landlord and Tenant shall be necessary to effectuate such termination. This Early Termination Option shall be available to Tenant irrespective of assignment of the Lease (provided such assignment is permitted under the Lease) or one or more subleases of all or a portion of the Premises; provided, however that if any portion of the Premises is sublet, or if this Lease shall be assigned, then this Early Termination Option may be exercised by Tenant only if all then-existing subleases specifically provide that they shall automatically terminate simultaneously with the Lease upon Tenant’s (or Tenant’s permitted assignee’s) exercise of the Early Termination Option.

F. Restroom Upgrades

Landlord shall, at Landlord’s sole cost and expense as soon as reasonably practicable following Substantial Completion of Landlord’s Work, upgrade the restrooms located in the Premises using Building-standard materials consistent with Landlord’s standard upgrades to the restrooms in other leased premises in the Complex. Tenant acknowledges that such restroom upgrades are not part of Landlord’s Work.

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EXHIBIT G

FORM OF LETTER OF CREDIT

[Name of Financial Institution]

Irrevocable Standby

Letter of Credit

No.

Issuance Date:

Expiration Date:

Applicant:

Beneficiary

[Insert Name of Landlord]

[Insert Building management office address]

Ladies/Gentlemen:

We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of                                  U.S. Dollars ($                            ) available for payment at sight by your draft drawn on us when accompanied by the following documents:

1. An original copy of this Irrevocable Standby Letter of Credit.

2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: “This draw in the amount of DO NOT FILL IN AMOUNT                                  U.S. Dollars ($                            ) under your Irrevocable Standby Letter of Credit No.                          represents funds due and owing to us pursuant to the terms of that certain lease by and between                                     , as landlord, and                                         , as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least 60 days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail return receipt requested or by recognized overnight courier service, that we elect not to so renew this Irrevocable Standby Letter of Credit. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in accordance with 1 and 2 above in the event that we elect not to renew this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by an authorized signatory or agent of Beneficiary stating that the Applicant has failed to provide you with an acceptable substitute

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Execution Version

irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the accuracy of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) you shall be entitled to transfer your interest in this Irrevocable Standby Letter of Credit from time to time and more than one time without our approval and without charge. In the event of a transfer, we reserve the right to require reasonable evidence of such transfer as a condition to any draw hereunder.

This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

We hereby engage with you to honor drafts and documents drawn under and in compliance with the terms of this Irrevocable Standby Letter of Credit.

All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office located at                                                   to the attention of                                                  .

Very truly yours,

[name]

[title]

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EX-10.9

Exhibit 10.9

SALE AND PURCHASE AGREEMENT

This Sale and Purchase Agreement (“SPA”) between Press-Sense Ltd. (in Temporary Liquidation), a company incorporated under the laws of the State of Israel (the “Company”) through its special managers, Paz Rimer, Adv. and/or Assaf Alon, Adv. , with offices at 11 Galgalei Haplada st. Hertzliya and/or Hads 5, Or Akiva, Israel. (the “Special Manager”), and Bitstream Inc., a company incorporated under the laws of the State of Delaware, and/or any Affiliate (as defined below) of Bitstream Inc. (the “Purchaser”) is entered into this [31] day May, 2010 (the “Effective Date”). Each of the foregoing parties may also be referred to herein as a “Party” and collectively, the “Parties”.

W I T N E S S E T H:

WHEREAS, the Company is in temporary liquidation under the supervision of the District Court of Haifa in Israel and the Special Managers were appointed by the Court as the Special Manager of the Company.

WHEREAS, Purchaser submitted an offer to acquire assets of the Company on May, 9^th, 2010;

WHEREAS, Purchaser wishes to purchase from the Company and the Company wishes to sell and assign to Purchaser, on an “AS IS” basis, the Purchased Assets (as defined below), subject to certain conditions including the approval of the Court and subject to the Court Order (as defined below);

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, hereby agree as follows:

1. DEFINITIONS.

1.1. “Affiliate” means with respect to any entity, any other entity that controls, is controlled by or is under common control with such entity.

1.2. “Company’s Business” means Web-to-Print and business flow Automation.

1.3. “Court Order” means the final and unappealable order by the District Court of Haifa in the State of Israel in the form attached hereto as Exhibit A, by which the transactions contemplated by this Agreement are approved unconditionally, except for those conditions specified in this Agreement.

1.4. “Drop-Dead Date” means 21 days from the date upon which the Court Order is granted, provided however that in the event that any OCS approval (of transfer of Intellectual Property that is part of the Purchased Assets and funded by the OCS into a non-Israeli entity pursuant to Section 2.6) has not been obtained at the end of such 21-days period, the Drop-Dead Date shall be postponed for an additional 30 days.

1.5. “Company Assets Activity” as defined by Purchaser in Exhibit B. Exhibit B shall not include a list of employees or employment contracts.

1.6. “Liens” shall mean any mortgage, claim, liability, legal proceeding, lien, license, pledge, charge, security interest, equitable interest, option, restriction, defect in title, encumbrance or third party right (other than licenses granted to customers of the Company’s products in connection with the sale, support and services with respect to said products) (including without limitation such rights, restrictions and the like arising from or related to the laws, rules and regulations relating to the OCS).

1.7. “OCS” shall mean the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor of the State of Israel.

1.8. “Purchased Assets” shall mean all such items of the Company Assets/Activity owned by the Company as specified in Exhibit B all of which is stipulated by the Company as being owned by the Company.

1.9. “Secured Creditors” shall mean those persons holding a first ranking security interest in the Purchased Assets.

1.10. “Tax” – Each party will pay and bare its own taxes stipulated from this agreement.

2. SALE AND PURCHASE OF THE COMPANY ASSETS/ACTIVITY.

2.1. In reliance on the representations, warranties, covenants and agreements contained herein, and subject to the terms and conditions hereof, including subject to the receipt of the Court Order, Company agrees to sell, convey, transfer and assign to Purchaser at Closing (as defined below), and Purchaser agrees to purchase, from the Company at Closing, all right, title and interest in and to the Purchased Assets AS-IS free and clear of all Liens, such that immediately upon Closing, Purchaser shall have good and marketable title and ownership in and to the Purchased Assets, free and unencumbered by any and all Liens. Any additional assets and/or activity owned by the Company which is not expressly listed in Exhibits B will not be included in the sale.

2.2. Assignment of the Contracts between the Company and certain third parties, which are listed in Exhibit C attached hereto [ the “Contracts” ], is subject where applicable to the consent of the third parties to assignment to the Purchaser of such agreement.

2.3. The parties acknowledge that as within 7 days of the date hereof, the Company through its Special Manager will submit the application for the Court Order which reflects the terms and conditions set forth herein, a copy of which has been delivered to Purchaser in advance and following such approval, attached hereto as Exhibit A. Such application for the Court Order includes the OCS as a respondent and the application specifically states that the Purchased Assets, upon consummation of the purchase thereof by Purchaser, shall be free and clear of all charges, including without limitation such rights, restrictions and the like arising from or related to the laws, rules and regulations relating to the OCS.

2.4. Within 5 business days of the execution hereof the Company shall prepare and file all applications and filings for the OCS approval. Company warrants that no other third party approvals are required for consummation of the transactions contemplated by this Agreement. The Purchaser and the Company (through its Special Manager) shall cooperate with each other in good faith and in all due haste in preparing all applications and filings for the Regulatory Approvals and agree to supply promptly any additional information and documentary material requested by any relevant governmental authority, and each party shall cooperate in connection with any filing and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any governmental authority. Each party shall assist each other to facilitate the consummation of the transactions contemplated by this Agreement.

2.5. For the sake of clarity, Purchaser shall not assume and shall not be liable for, and Company shall retain and remain solely liable for all of the liabilities of Company and its Affiliates (including without limitation those relating to the Purchased Assets with respect to the period prior to the Closing) of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, successor liability or otherwise. Without limiting the foregoing, Purchaser is not assuming (a) tax liabilities of Company; (b) any obligations of Company relating to legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with this Agreement and its performance; (c) any accrued wages and salaries; (d) any obligations used or related to Company’s employee benefit plans; (e) any severance obligations to the termination of employment of any Company employee; and (f) any other liabilities unless specifically agreed to between the parties.

2.6. As Purchaser intends to transfer the Intellectual Property that is part of the Purchased Assets and funded by the OCS into a non-Israeli entity, Purchaser shall not be liable for any royalties or contingent royalties due to the OCS in relation to the Purchased Assets.

2.7. Until the Closing, Company shall not intentionally or negligently take an action or avoid from taking an action that will damage any of the Purchased Assets.

3. PURCHASE PRICE.

3.1 Upon satisfaction of all of the conditions of Closing as specified herein and upon exchange of the Closing Deliveries as specified herein, the Purchaser shall pay the Special Manager in his capacity as special manager of the Company the amount of Six Million, Five Hundred thousand US Dollars (US$6,500,000) (the “Purchase Price”), plus applicable VAT, which is the full and complete consideration payable by Purchaser in respect of the Purchased Assets. All

payments made by Purchaser pursuant hereto shall be made only against a value added tax invoice and an exemption from withholding certificate (and if the Company fails to provide Purchaser with such certificate, then Purchaser shall withhold any amounts required by law).

3.2 It is hereby agreed that the Purchased Assets do not include (i) the Company’s cash, (ii) the Company’s receivables outstanding at Closing, (iii) any licenses fees owed to the Company for license deals signed by the Company’s OEM channels before the Closing and reported by the Company’s OEM channels to the Company within 30 days after the Closing, and (iv) any support and maintenance fees and professional services fees duly invoiced by the Company by the date of this Agreement. All other license fees, support and maintenance fees and professional services fees shall be included within the Purchased Assets. Purchaser shall have no responsibility to collect any fees payable to the Company. Company shall not undertake additional obligations after the date of this Agreement without Purchaser’s prior written consent.

4. CLOSING; TERMINATION.

Subject to the satisfaction of the conditions set forth in this Section , the closing of the purchase and sale of the Purchased Assets (the “Closing”) shall take place at the offices of Special Manager at 11 Galgalei Haplada st. Hertzliya (or at such other place as the parties may designate in writing) at 10:00 a.m. (Israel time) on a date to be specified by the parties (the “Closing Date”), which date shall be May 31, 2010, subject to satisfaction or applicable waiver of the conditions for Closing set forth in this Section, unless another time or date, or both, are agreed to in writing by the parties hereto, and in any event not later than the Drop-Dead Date.

4.1. Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:

4.1.1. the representations and warranties of Company set forth in this Agreement shall be true and correct as of the Closing; However it is declared and agreed that the Purchaser has checked and fulfilled its due diligence and is purchasing the Company assets AS IS;

4.1.2. the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date.

4.1.3. the Purchaser shall have received all closing deliverables as set forth in Section 4.3; and

4.2. Conditions Precedent to Obligations of Company. The obligation of Company to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions:

4.2.1. the representations and warranties of Purchaser set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing, except to the extent such representations and warranties

expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date);

4.2.2. Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date;

4.2.3. the Company shall have received all closing deliverables as set forth in Section 4.4.

4.3. Closing Deliveries of the Company.

At the Closing, the Company will deliver to the Purchaser the following, the delivery of which shall be a condition to Purchaser’s obligation to consummate the transactions contemplated herein:

4.3.1. A court-certified copy of the Court Order and approval by the OCS;

4.3.2. Upon the payment of the Purchase Price as set forth above, the Company through the Special Manager shall return to the Purchaser the bank guarantee in the amount of US$ 700,000 provided by the Purchaser in connection with this agreement.

4.3.3. The Purchased Assets and all embodiments thereof by Company and the Special Manager into the custody, possession and control of Purchaser, and free and clear of all Liens as provided in the Court Order; and

4.4. Closing Deliveries of the Purchaser.

4.4.1. At the Closing, the Purchaser will transfer the Purchase Price plus applicable value added tax to the following bank account of the Special Manager;

  Bank Hamizrahi Tefahot – 20

  Branch No – 438

  Account No –                     

  And:

4.5. Simultaneous Closing. All actions taken at the Closing shall be deemed to be performed simultaneously. The parties hereto shall deliver such additional documents and take such additional actions as may be reasonably necessary to complete the transactions contemplated hereby at Closing.

4.6. Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

4.6.1. By mutual written consent of Special Manager and Purchaser;

4.6.2. By Company, if there shall have been a material breach by Purchaser of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Section 4.2 and is

incapable of being cured or, if capable of being cured, shall not have been cured within fifteen (15) days following receipt by Purchaser of notice of such breach from Company.

Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the terminating party; provided, however, that nothing in this Section 4.6 shall relieve Purchaser or Company of any liability for a willful and material breach of this Agreement prior to the effective date of such termination.

5. BREACH OF THE AGREEMENT

5.1 In any case of a material breach of this agreement by the Purchaser the Special Manager will have the right, subject to the cure terms of Section 4.6.2 and without derogation any other right applicable by law, to cash the Bank guarantee which is agreed to be an agreed compensation for the breach as set forth.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Purchaser that each of the statements contained in this Section 6 is true and correct as of the Closing:

6.1. Title to Assets. As of the Closing the Company has sole and exclusive title to the Purchased Assets, free and clear of all liens and encumbrances.

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

The Purchaser represents and warrants to the Company that each of the statements contained in this Section is true and correct as of the Effective Date:

7.1. Organization and Power. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and to conduct its business as and where its business is now conducted.

7.2. Power and Authority Relative to Transaction. Purchaser has full corporate power and authority and has taken all required action necessary to permit it to execute and deliver and to carry out the terms of this Agreement and all other documents or instruments required or contemplated hereby and none of such actions will violate any law, rule, regulation, statute or ordinance applicable to Purchaser, violate any provisions of Purchaser’s Certificate of Incorporation or Articles of Association, each as amended, or result in any breach of, or default under, any agreement, instrument, order or judgment to which Purchaser is a party or by which its assets may be bound.

7.3. Valid and Binding Obligation. This Agreement constitutes, and each other instrument or agreement to be executed and delivered by Purchaser in accordance herewith will constitute, the valid and legally binding obligation of Purchaser, enforceable against it in accordance with their respective terms.

7.4. The Purchaser acknowledges and agrees that the Purchased Assets are being transferred to the Purchaser by the Company and the Company has made no representations or warranties, express, statutory, or implied with respect to

the Purchased Assets and/or the transaction contemplated hereby, including without limitation with regard to the merchantability, non-infringement of third party rights and fitness for a particular purpose of the Purchased Assets; and the legal status and/or enforceability and/or validity of the Purchased Assets.

7.5. The Purchaser is active in and has experience in the Company’s Business (as defined above), and is able to fend for itself, can bear the economic risk of its acquisition and has such knowledge and experience in financial and business matters, that it is capable of evaluating the merits and risks of an acquisition of the Purchased Assets. The Purchaser also represents that it has: (i) performed its own independent review of the data and documents it requested and received from the Company in connection with the Purchased Assets and this Agreement; and (ii) been given the opportunity to ask questions of and receive answers from the Company regarding the Purchased Assets; and (iii) found the Purchased Assets to its full satisfactory.

7.6. The Purchaser waive any claim and/or demand from the Special Manager or any of the Company’s shareholders or any of its employees in connection with this Agreement.

The Purchaser acknowledges that the Special Manager shall not be liable in any way for any direct or indirect damages in connection with this agreement.

8. COVENANTS AND ADDITIONAL OBLIGATIONS.

8.1. No Rights Retained in Purchased Assets. The Company acknowledges and agrees that (i) Purchaser at the Closing will purchase all of the Purchased Assets and all rights thereto; (ii) the Company at the Closing will retain no rights whatsoever in or to the Purchased Assets, and (iii) accordingly, the Company will not have any rights to use the Purchased Assets in any manner or for any purpose after the Closing.

9. CONFIDENTIALITY.

9.1. The Company shall not disclose any of confidential and/or proprietary information (including trade secrets) that are part of the Purchased Assets, which obligation shall continue to be in full force and effect at all times after the date hereof.

10. MISCELLANEOUS.

10.1. Assignment. This Agreement is not assignable or transferable by either party without the prior written consent of the other party except for assignment by Purchaser to an Affiliate; any attempt to do so shall be void.

10.2. Waivers. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. Any waivers or amendments shall be effective only if made in writing and signed by a representative of the respective parties authorized to bind the parties.

10.3. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

10.4. Headings. The Section headings used in this Agreement and the attached Exhibits are intended for convenience only and shall not be deemed to supersede or modify any provisions.

10.5. Notices. All notices, requests, demands, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, via overnight courier, by facsimile transmission or mailed, certified or registered mail, postage prepaid, return receipt requested:

If to the Company:	Paz Rimer, Adv
	11 Galalei Haplada st.
	Hearzeliya, Israel,
If to Purchaser:	Bitstream Inc.
	500 Nickerson Road
	Marlborough, MA 01752:
	Attn: Anna Chagnon, President and CEO
	Fax - +1 617 520 8505

With a copy (which shall not constitute legal notice) to:

Naschitz Brandes

5 Tuval Street Tel Aviv 67897 Israel

Att.: Noga Devecseri Spria, Adv.

Bitstream Inc.

500 Nickerson Road

Marlborough, MA 01752

Attn: Legal Department

Fax: +1 617 868-0784

10.6. Choice of Law. This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of the State of Israel without regard to conflicts of laws provisions thereof and any dispute with respect to this Agreement or its execution, binding effect, performance or interpretation shall be adjudicated solely in the Courts of Haifa in the State of Israel.

10.7. Expenses. Each Party shall bear the expenses incurred by it relating to this Agreement and the transactions contemplated hereby, including without limitation fees and expenses of counsel.

10.8. Complete Agreement. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

10.9. Survival. The representations, warranties, covenants and agreements of the Company contained herein shall not survive the Closing.

10.10. Press Releases. To the fullest extent permitted by law, the parties hereto shall coordinate reasonably in advance and in writing –– any public announcement or press releases with respect to the transactions contemplated hereunder or the fact of the existence of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

/s/ Paz Pimer	/s/ Anna Chagnon
PRESS SENSE Ltd. (under Temporary Liquidation)	Bitstream Inc.
By its Special Manager	By: Anna Chagnon
Paz Rimer, Adv.	Title: CEO

EX-10.10

Exhibit 10.10

Lease between Paz-Gal Transport for Industry Ltd. and Bitstream Israel Ltd. dated January 23, 2011

Translated from the Hebrew

Version for signature

Unprotected Tenancy Rental Agreement

Drafted and signed in Caesarea, this 23rd day of the month of January in the year 2011

Between:	Paz-Gal Transport for Industry Ltd. Company No. 510808926 of 20 Alon Tabor Street, Caesarea
	(hereinafter: the “Company” and/or the “Lessor”)	Of the First Part
And:	Bitstream Israel Ltd., Company No. 514447861 Represented by its Director, Mr. Pinhas Romik of 5 Hadas Street, Or Akiva
	(hereinafter: the “Lessee” / the “Lessees”)	Of the Second Part
Whereas	the Lessor is the holder of rights of ownership in a three-story building which is located in the Caesarea Industrial Park, at 20 Alon Tabor Street, which is known as part of Parcel 13 in Bloc 10661 (hereinafter: the “Building”);
And whereas	the Building includes, inter alia, an area of 600 square meters (gross) (including an agreed relative share of the public areas) on the first floor, southeast wing, as set forth and marked in the diagram which is attached to this Agreement and marked as Appendix A (hereinafter: the “Premises”), which is in the exclusive possession of the Lessor;
And whereas	the Lessor wishes to rent the Premises to the Lessee, and the Lessee wishes to rent the Premises from the Lessor, all for the purpose, for the period and pursuant to the terms set forth below:
	Now therefore the Parties have stipulated and agreed as follows:

1. Preamble, Appendices, interpretation and definitions

1.1 The Preamble and the Appendices to this Agreement constitute an integral part hereof.

1.2 The section headings are intended for reference only and shall not be used in the interpretation of this Agreement.

1.3 Definitions:

1

Translated from the Hebrew

In this Agreement, each of the following terms shall have the meaning which is listed next to it:

1.3.1 The “Index” – the Consumer Price Index, which is published by the Central Bureau of Statistics, or the same Index if published by another official entity or institution which shall replace it, including any official index which shall replace it, whether or not it is constructed on the basis of the same data. Should another index replace it, the ratio between it and the replaced index shall be determined by the Central Bureau of Statistics.

1.3.2 “Base Index” – the index which is known on April 15, 2011.

1.3.3 “New Index” – the last index which is known on the date on which any payment or calculation, as relevant, is made.

1.3.4 “Linkage Differentials” – the amount which is obtained by multiplying the relevant amount by the difference between the New Index and the Base Index, divided by the Base Index.

2. Declarations and undertakings by the Parties

2.1 The Lessor hereby declares and undertakes vis-à-vis the Lessee as follows:

2.1.1 That it is the holder of the exclusive right to rent out the Premises, and that there is no impediment which precludes it from doing so, and that it hereby rents the Premises to the Lessee and the Lessee hereby rents the Premises from it by way of unprotected tenancy, pursuant to the terms of this Agreement.

2.2.2 The Lessor declares and confirms that to the best of his knowledge, the Premises contain no hidden flaw, and that the Premises may be used for the Purpose of the Rental, as that term is defined in Section 5 below, and that neither the Lessor nor the Premises is subject to any contractual or legal impediment whatsoever with regard to the rental of the Premises pursuant to the terms of this Agreement. The Lessor further declares that no activity which materially detracts from the Purpose of the Rental shall be performed in the Building.

2.2 The Lessee hereby declares and undertakes as follows:

2

Translated from the Hebrew

2.2.1 That it has examined the diagram which is attached as Appendix A to this Agreement, and the Premises, and has found them to be in good and proper condition and appropriate for its purposes.

2.2.2 That it hereby rents the Premises from the Lessor for the period and pursuant to the terms set forth in this Agreement.

3. Non-applicability of the Tenant Protection Law

3.1 The Parties hereby expressly agree and declare that the Tenant Protection Law (Combined Version), 5732-1972, and any regulations which have been or shall be enacted pursuant thereto, or any other law which shall replace the aforesaid law, shall not apply to the rental which is created pursuant to this Agreement, and that the rental which constitutes the object of this Agreement is not a protected tenancy rental, and the Lessee shall not be considered as a protected tenant, and accordingly, the Lessee shall be required to vacate the Premises at the end of the Rental Period and to return them to the Lessor, free and clear of any person or object.

3.2 The Lessee hereby expressly declares that it has not paid and shall not pay any amount whatsoever to the Lessor as “key money” or as participation in the construction investments, and that it shall not become a protected tenant according to law, and it further undertakes not to claim that the Tenant Protection Law (Combined Version), 5732-1972, applies to the rental which constitutes the object of this Agreement.

3.3 Without derogating from the generality of that set forth above, even should the Lessee implement any additions, modifications or renovations of the Premises pursuant to the terms of this Agreement, the work in question shall be performed solely and exclusively for the special needs of the Lessee, and accordingly, the performance of the work in question shall not grant the Lessee any right whatsoever in the Premises, including the right to claim the applicability of the laws of tenant protection to the rental which constitutes the object of this Agreement.

4. The Rental Period

4.1 The Rental Period which constitutes the object of this Agreement shall be 36 months, starting on April 15, 2011, and ending on April 14, 2014 (hereinafter: the “Rental Period”).

4.2 Subject to the fulfillment of all of the Lessee’s obligations pursuant to this Agreement, the Lessee shall be given an option to extend the rental by 36 additional months (hereinafter: the “Additional Rental Period”), which shall begin on the

3

Translated from the Hebrew

expiry date of the Rental Period, provided that the Lessee shall have given notice in advance and in writing, not less than 120 days before the expiry of the Rental Period, of its wish to exercise the option, and shall have complied with the terms set forth in this Agreement, including consent to pay the rent for the Additional Rental Period as set forth in Section 6.7 of this Agreement.

4.3 Should the Lessee have given notice, as set forth above, of its wish to continue to rent the Premises for an Additional Rental Period, all of the provisions of this Agreement shall apply, mutatis mutandis, including the changes set forth in detail in Section 6.7 below, which concerns the rent for the Additional Rental Period.

4.4 The Parties to this Agreement agree that should the Lessee desire to terminate the rental prior to the expiry of the Rental Period, it shall be entitled to do so, provided that it shall find, at its own expense, an alternative lessee, who shall be prepared to rent the Premises at the same price and pursuant to the terms of this Agreement, and who shall be acceptable to the Lessor.

4.5 The Lessee shall be entitled to introduce a subletting lessee into the Premises, provided that said subletting lessee shall be acceptable to the Lessor, and provided that said subletting lessee shall sign a Subletting Agreement, which secures the rights of the Lessor, including the provision of sureties as the Lessor shall require.

4.6 The Lessor’s consent as set forth in Sections 4.4 and 4.5 above shall not be withheld other than for reasonable cause.

5. The purpose of the Rental

5.1 Without imposing upon the Lessor any liability whatsoever, it is hereby clarified that the Premises are being rented for the purpose of conducting the Lessee’s business in the field of software development and/or for any other legal purpose which does not run counter to the provisions of the Urban Building Plan that applies to the Premises, and for that purpose only.

5.2 The Lessee hereby undertakes not to use, and not to allow the use of, the Premises or any part thereof for any purpose whatsoever, other than the purpose which is set forth in Section 5.1 above.

6. The Rent

6.1 The Lessee shall pay the Lessor, throughout the Rental Period, monthly rent in the amount of NIS 55 per square meter, and in total, NIS 33,000 plus Value Added Tax per month (hereinafter: the “Rent”).

4

Translated from the Hebrew

6.2 Linkage Differentials shall be added to the Rent, insofar as the New Index exceeds the Base Index. It is hereby clarified that a negative Index or a decrease in the Index shall not give rise to any reduction in the Rent.

6.3 The Rent shall be paid every six months in advance, at the beginning of each half of the Rental Period. The Rent for the first six months of rental shall be paid on the occasion of signature of the Agreement; the second payment shall be made on October 15, 2011; and subsequent payments shall be made on April 15 and October 15 of each year.

6.4 In addition to all of the payments of the Rent, the Lessee shall pay the Lessor Value Added Tax at the rates which shall apply under law on the date on which each and every payment is made, against a Tax Invoice, which shall be issued by the Lessor as required by law against the receipt of the payment, not more than seven days after the payment is made.

6.5 The Lessee shall be liable for the entire payment of the Rent for the Premises for the entire Rental Period, even if it shall not use the Premises for any reason whatsoever, unless the Agreement has been terminated by common consent of the Parties, or by the Lessee, pursuant to the provisions of this Agreement.

6.6 With respect to any arrears whatsoever, for reasons which are imputable to the Lessee pursuant to this Section, in excess of seven business days, the Lessee shall pay the Lessor arrears interest at the rate and pursuant to the terms that are equivalent to the interest charged by Bank Leumi for excessive overdraft in loan accounts in New Israeli Shekels during the relevant period, plus Linkage Differentials, provided that the Lessor shall have given immediate notice to the Lessee with regard to the arrears.

6.7 The Rent for the Additional Rental Period, in case of exercise of the option by the Lessee, shall be raised by 10%, plus the Linkage Differentials to the Index.

Should the Lessee wish to split the Additional Rental Period into two periods of 18 months each, then with respect to the first Option Period, the Rent shall be raised by 10%, and with respect to the Second Option Period, the Rent shall be raised by 15%.

7. The completion of the Premises – The installation work on the Premises

7.1 The Premises shall be delivered to the Lessee on April 15, 2011, being then completed and fit for habitation, including air conditioning, approved and operating elevators, wired telephone sockets at every workstation, and preparation consisting exclusively of conduits and drawing wires for computer communications.

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7.2 The Lessor undertakes to allow the Lessee to perform adaptation work for its own purposes pursuant to this Agreement, at the same time as and subject to the work which is being performed in the Building by the Lessor and/or anyone on its behalf, in compliance with the schedule for the performance of the work by the Lessor, and subject to the instructions of the supervisor on behalf of the Lessor and/or the Lessor’s representative.

The Lessee, for its part, undertakes that upon being granted the possibility of entry for the performance of the adaptation work as set forth above, it shall carry out the work on a continuous basis, with the proper degree of diligence and at a reasonable speed, according to the reasonable timetable that shall be determined by the supervisor on behalf of the Lessor and/or the Lessor’s representative in the Building, and shall complete the work on the date to be determined by the Lessor’s representative, in a reasonable manner and in accordance with the scope of the work. The Lessee undertakes to maintain cleanliness and to remove all of the debris that is generated by its work into the dumpster at the end of each working day.

7.3 The Lessor hereby undertakes to deliver the Premises to the Lessee and its final state, in accordance with the detailed plan in Appendix B, subject to the fulfillment of the undertakings by the Parties pursuant to that set forth in this Agreement.

To preclude all doubt, it is hereby clarified that the interior decorator’s fee shall be at the expense of the Lessee. The Lessor recommends that the architectural planning should be carried out by the architect Uri Malka.

7.4 The Lessee shall be responsible for performing, under its responsibility and at its expense, at the same time as the work that is being performed by the Lessor, pursuant to Appendix B, the work that is incumbent upon it, which is set forth below: computer communications, telephone exchange (except for the telephone infrastructures (wiring up to the exchange), which shall be prepared by the Lessor), and furnishings.

7.5 The Lessee, itself and at its own expense, shall handle the obtaining of a license for the operation of its business in the Premises. It is further agreed that the Lessee, itself and at its own expense, shall approach Bezeq in order to obtain telephone lines in the Premises according to its needs, and shall use the appropriate infrastructure which the Lessor shall prepare for this purpose in the Building.

7.6 The Lessee shall be liable for any loss and/or damage that shall be caused to the preparation and adaptation work that is performed by it in the Premises, as the result of any action or omissions by the Lessee, and shall be liable under the laws of torts to

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any third party whatsoever, including the Lessor and the Building, as well as to the employees who shall be employed by the Lessee in the performance of the preparation work.

7.7 The finish of the Premises shall be similar to the finish of the premises which were rented to Augma Ltd.

8. The use and preservation of the Premises

8.1 The Lessee undertakes to possess and use the Premises in a prudent and reasonable manner, to ensure that throughout the entire duration of the Rental Period, the Premises shall be in proper condition (subject to reasonable wear), and to refrain from causing damage or malfunctions to the Premises or to any of its installations or defacing any part of the Premises.

Should the Lessee fail to act as set forth above, within 14 days of the date on which the first demand is issued for it to do so, the Lessor shall be entitled, but not obligated, to perform any repair that shall be required, at the expense of the Lessee, provided that the Lessor shall have notified the Lessee, in advance and in writing, of its intention to do so. That set forth above does not apply with regard to urgent repairs, which the Lessor shall be entitled to perform immediately upon realizing that the Lessee is not performing them.

8.2 Subject to that set forth in Section 8.1 above, the Lessor undertakes to repair, at its own expense and without delay, any malfunction that results from reasonable wear that shall occur in the water, electrical power, sewerage and air conditioning systems in the Premises and in the public areas. The Lessee undertakes, throughout the entire Rental Period, to handle, at its own expense and under its own responsibility, all matters related to keeping the Premises in good and proper condition on an ongoing basis, including the taking of measures toward the repair of any malfunction and/or failure and/or other problem which shall occur in the Premises and/or in any of its facilities, with the exception of malfunctions that result from reasonable wear and/or natural disasters and/or force majeure, and/or which are related to the construction of the Premises or its systems – which shall be repaired by the Lessor. In addition, the Lessor undertakes, throughout the entire duration of the Rental Period, to handle and look after, at its own expense, all matters involved in the cleaning and ongoing maintenance of the public areas in the Building.

To preclude all doubt, it is hereby clarified that the Lessee shall be responsible for the ongoing maintenance of the air conditioning system, including cleaning the filters and replenishing the gas.

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8.3 The Lessee undertakes not to make any changes to the Premises without having obtained the consent of the Lessor thereto, in advance and in writing.

It is hereby agreed that all of the improvements and renovations, if any, which the Lessee shall have introduced and are in the nature of fixtures, including the ceilings, the floor, the lighting, the air conditioning, the electrical system, and the like, shall remain in the Premises upon the vacation thereof, with no cost to the Lessor – unless the Lessor shall have demanded that the Lessee removed them and restore the status quo. The Lessee is entitled, upon the conclusion of the Rental Period, to take away the furniture, renovations, improvements and installations that it brought or performed and that are not connected to the structure.

8.4 The Lessee undertakes to conduct its business in accordance with the provisions of any applicable law and in complete compliance with the instructions by the Caesarea Industrial Park, including with regard to the hours of operation of the Lessee’s business in the Premises, and to indemnify the Lessor with respect to any claim, expenditure or damage that it shall incur as a result of a breach of this undertaking by the Lessee, as shall be determined in a peremptory Court judgment.

Notwithstanding any other provision of this Agreement, it is hereby expressly declared, stipulated and agreed that the Lessor is not responsible, and shall not be responsible in any way whatsoever, for obtaining a license or permit for conducting the Lessee’s business in the Premises, from the standpoint of the competent authorities, including the Caesarea Development Company, the Regional Committee and/or the Licensing Authority. The Lessee hereby declares that this subject is exclusively its own affair, under its responsibility and at its own expense, and that it shall have no contention and/or demand and/or claim vis-à-vis the Lessor in that regard, including no demand to be reimbursed for the Rent or to be released from his duties pursuant to this Agreement, and including any case in which an indictment is filed against it or an administrative or judiciary closure order is issued against the business, so as to prevent it from conducting its business in the Premises. It is hereby clarified that that set forth in this Section does not and shall not derogate from the declarations by the Lessor in Section 2 of this Agreement.

8.5 The Lessee undertakes not to cause nuisances under any law to the neighbors in the Building in which the Premises are located and in the adjacent buildings, and to indemnify the Lessor for any damage and/or expense and/or penalty and/or compensation that the Lessor shall be charged to pay in a peremptory Court judgment or a demand by a competent authority, with respect to the manner in which the Lessee uses the Premises and conducts its business therein.

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The Lessee’s undertaking to indemnification, in this Agreement, is contingent upon the requirement that the Lessor shall give the Lessee advance notice of any action and/or procedure that shall be filed against the Lessor, along with all of the relevant documents, and shall give the Lessee the possibility and the right to defend itself against them, and shall cooperate with the Lessee insofar as necessary for conducting the procedures in the action. In addition, the Lessor undertakes not to enter into negotiations or any settlement process and/or to sign any undertaking whatsoever vis-à-vis a third party in the context of such an action, without having obtained the consent of the Lessee thereto, in advance and in writing.

8.6 The Lessee hereby undertakes to allow the Lessor and/or its employees and/or its agents and/or his representatives to enter the Premises, following advance notice and coordination, and with as little disturbance as possible of the Lessee’s use of the Premises, for the purpose of performing maintenance work in the Premises and/or in the Building and/or showing the Premises to potential lessees and/or potential buyers.

8.7 The Lessee undertakes, for the purpose of access to the Premises, to use only the access roads that shall be determined by the Lessor, to park passenger and transport vehicles in the places intended for that purpose, and not to use any vehicle, whether motor or other, in such a way as to damage the access roads to the Building, and to comply, itself and/or through its employees, with all of the instructions that shall be issued by the Lessor in the context of access to the Premises and their environs.

8.8 The Lessee shall be entitled to post a sign, of the form and in the location which shall be determined, pursuant and subject to having obtained approval in advance from the Lessor, provided that it shall hold a permit issued under any law for the posting of the aforesaid sign, and that it shall bear all of the expenses, fees and payments which are involved in the installation, operation and maintenance of the signage. The installation of the signage, including the size, shape and precise location thereof, shall be determined in coordination with the Lessor and with its approval.

8.9 The Lessee shall be entitled to park its vehicles in the parking spaces that are intended for that purpose in the parking lot, on a “first-come, first-served” basis.

9. Payment of taxes, permits, licenses and management fees

9.1 The Lessee shall pay the Lessor, starting on the date of receipt of possession, with respect to participation in the expenses for maintenance of the shared areas, the amount of NIS 7 per square meter per month [NIS 4,200 per month], linked to the Index (this amount is included in the Rent).

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9.2 The Lessee shall pay the Lessor, starting on the date of receipt of possession and up to the end of the Rental Period, the payments for the Caesarea Development Company with respect to management fees and service fees, as well as other municipal imposts which are imposed and/or shall be imposed in the future upon the Premises and/or the use thereof, with the exception of taxes and imposts which by their nature apply to the owner of the Premises and shall be borne by the Lessor.

9.2 The Lessee undertakes to pay the Lessor all of the payments with respect to the consumption of electrical power in the Premises no later than 7 business days after having received from the Lessor the bill for electrical power consumption. The calculation of the consumption shall be performed by means of a separate meter which shall be installed by the Lessor for the Premises, plus 5%.

The sureties as set forth in Section 15 below shall also serve as sureties for payment for electrical power consumption in the Premises and payment of the bill plus Linkage Differentials and interest as set forth in Section 6.6 above.

10. The area of the Premises

10.1 It is hereby agreed that the gross area of the Premises (see the attached diagram) for the purposes of any calculation which is required by this Agreement, is 600 square meters.

10.2 To preclude all doubt, it is hereby clarified that all of the provisions of the Agreement shall apply to the entire area of the Premises, which is updated pursuant to the provisions of this Section.

11. Insurance

11.1 Without derogating from the Lessee’s liability under any law and/or pursuant to that set forth in this Contract, the Lessee undertakes, prior to the starting date of the Rental Period, to take out and to maintain at its own expense the insurance policies that are set forth in this Section (hereinafter: the “Lessee’s Insurance Policies”), to ensure that the Lessor’s name also appears as a beneficiary in the Insurance Policies, and to ensure that the Insurance Policies remain in force throughout the entire duration of the Rental Period. The Lessee’s Insurance Policies shall be drawn up by an insurance company registered in Israel, either for the entire duration of the Rental Period or on an annual basis. Should the Insurance Policies be drawn up on an annual basis, the Lessee undertakes to renew them before the expiry of the period of the insurance that is about to expire, and to provide the Lessor with a certificate attesting to the renewal thereof.

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The Lessee undertakes to provide the Lessor with a certificate attesting to the drawing up of the Insurance Policies set forth below, signed by the insurer who drew up the Insurance Policies in question. The Lessee hereby agrees that drawing up the Lessee’s Insurance Policies is a precondition for delivery of possession and/or performance of any work therein, if the aforesaid certificate has not been provided in a timely manner.

The Lessee’s Insurance Policies shall include the following insurance policies:

11.1.1 Property insurance for the Premises, which shall cover the Lessee as follows:

11.1.1.1 Modification, renovation and additions to the Premises which were made by the Lessee in the Premises.

11.1.1.2 The contents of the Premises of any type and kind whatsoever, including equipment, furnishings, fittings, machines, inventory and any other property that is to be found in the Premises, which is owned by the Lessee or under its responsibility.

This insurance policy shall be drawn up with a reinstatement value against “extended fire” risks and shall include coverage of loss or damage as a result of the risks of fire, explosion, riots, strikes and malicious damage, damage by water and other liquids, impact damage, aircraft, burglary damage, and earthquakes and natural disasters, pursuant to terms that shall be customary for insurance companies in Israel at the time of drawing up the policy, to the Lessor’s satisfaction.

11.1.2 A third-party liability insurance policy with respect to liability that results from damage or harm to the person or property of any human being or any legal entity whatsoever, and without derogating from the generality of that set forth above, also harm or damage to the Lessor, the managing company, their employees and anyone entering the Building as a result of the Lessee’s activity in the Premises, with a limited liability which shall not be less than NIS 2 million per event and in total for the coverage period. In this insurance policy, any limitation with regard to liability due to and at the time of explosion, panic, lifting, loading and unloading instruments, sanitary facilities, poisoning, anything harmful in food or beverages, strikes and lockouts, weakening of the foundations or supports of any structure whatsoever, and any claims by the National Insurance Institute shall be canceled. The insurance under this policy shall be extended to include the Lessor in the

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Translated from the Hebrew

name of the insured, with respect to their liability for any action or omission by the Lessee, and shall be subject to a cross-liability clause; nonetheless, it is hereby expressly declared that the property of the Lessor and the managing company shall be considered as third-party property for the purposes of this insurance policy.

11.1.3 An employers’ liability insurance policy with respect to the Lessee’s liability vis-à-vis all of its employees. In this insurance policy, any limitation with regard to liability for work high above ground or below ground, working hours, liability vis-à-vis contractors or subcontractors and their employees, and for the employment of youth shall be canceled. This insurance policy shall be drawn up with a limited liability that shall not be less than NIS 1,000,000 per employee per event.

The coverage shall be expanded to apply to the Lessor and/or the managing company in the name of the insured, should they be considered as the employer of all or part of the Lessee’s employees.

11.1.4 Should adaptation work on the Premises be performed for the purposes of the Lessee, a “construction work insurance policy” or a “contracting work insurance policy” shall be drawn up by the Lessee in the context of any work that is performed on the Premises by the Lessee or any person or entity on its behalf, and in the context of investment in the Premises, including modifications and supplements to the structure, installation of systems, equipment, production lines and machines of any kind, which shall be used in the Lessee’s business within the structure of the Premises. This contracting or construction work insurance policy shall be drawn up at the full value of the work in the Lessee’s name and similarly for contractors and subcontractors operating in the structure on its behalf; the Lessor and the managing company (should the managing company have been established) shall be added thereto, and it shall cover the following chapters of the policy:

Chapter A: all-risk construction or contracting insurance, as is relevant, to insure all of the work that shall be performed by the Lessee at the full value thereof, including coverage with regard to adjacent property and property that is being worked on.

Chapter B: third-party liability insurance with respect to liability that results from damage or harm to the person or property of any human being (including any legal entity) that resulted from the work performed by the Lessee on the Premises, subject to the limit of liability and pursuant to the terms set forth

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with regard to the third-party insurance policy in Section 11.1.2 above. The coverage under this chapter shall be subject to a cross-liability clause. It is hereby expressly declared that the property of the Lessor shall be considered as third-party property for the purposes of this insurance policy.

Chapter C: employers’ liability insurance with respect to liability vis-à-vis all persons employed in the work performed by the Lessee, with the limits of liability and pursuant to the terms set forth with regard to the employers’ insurance policy in Section 11.1.3 above.

11.2 The insurance policies that are described in Section 11.1 above shall include:

11.2.1 A term that specifies a waiver of any right of subrogation vis-à-vis the Lessor, and any person and/or entity operating on their behalf, and all of the remaining lessees in the Building with respect to any damage caused by them, provided that this waiver of the right of subrogation shall not be valid with regard to any person who causes any damage whatsoever out of malicious intent.

The waiver with regard to other lessees shall be enforced provided that each insurance policy that was issued separately for each of the other lessees in the Building shall include a parallel clause with regard to the waiver of the right of subrogation vis-à-vis the Lessee.

Without derogating from the generality of that set forth above, the Lessee declares and undertakes that it shall have no contention and/or claim and/or demand vis-à-vis the Lessor and/or other lessees in the mall with respect to any damage whatsoever, for which it is entitled to indemnification pursuant to the policies, and it hereby exempts the Lessor and/or the Managing Company and/or any other lessee in the Building from any liability for damage as set forth above. The waiver vis-à-vis other lessees shall be enforced only with regard to lessees who are included in the rental agreement or in any other agreement which confers upon them any right in the Building, a parallel clause concerning a waiver as set forth above vis-à-vis all of the lessees.

11.2.2 A condition pursuant to which these insurance policies shall have priority over any insurance policy that shall be or has been taken out by the Lessor and/or the managing company, and that the insurer waives any demand with regard to participation by the insurance policies held by the Lessor and/or the managing company in settling claims that are covered under this policy. The policies shall include a clause pursuant to which the insurer shall undertake

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Translated from the Hebrew

that the coverage in the policy shall not be restricted or canceled throughout the duration of the Rental Period without having given the Lessor appropriate notice to that effect in writing, at least seven days in advance.

11.3 Should any work still be in progress on the structure of the Premises at the time when the Lessee enters the Premises, the Lessee undertakes to notify the insurance company that drew up the insurance policy – as set forth in Sections 11.1.1 through 11.1.4 above – that the structure is still in the process of construction, and to provide the insurance company with any information with regard to the completion of the work in the Building which, in its opinion, can contribute to the evaluation of the risk by the insurance company.

11.4 The Lessee undertakes to comply with the terms of the policies, including the payment of the premiums that are required of it, in full and in a timely manner.

11.5 The Lessee hereby declares that it hereby exempts the Lessor and/or the other lessees in the structure (provided that the insurance policies that are drawn up by said other lessees include a parallel clause with regard to exemption of the Lessee from liability) from all liability for damage for which it is entitled to indemnification, or would have been entitled to indemnification but did not receive it due to the deductible that is specified in the insurance policy that was taken out in its name.

11.6 The detailed listing of the insurance policies that are required of the Lessee pursuant to the terms of this Contract shall not be considered as an examination of the Lessee’s insurance needs, and said detailed listing shall not impose any liability whatsoever on the Lessor or the managing company with regard to the appropriateness of the insurance policies to the Lessee’s needs. The Lessee alone shall be responsible for the aforesaid examination and for the purchase of any additional policy which, in its opinion, is required for the conduct of its business. Should the Lessee have purchased any additional insurance policy, it shall include a clause with regard to a waiver of any right of subrogation vis-à-vis the Lessor or the Managing Company or any person and/or entity operating on their behalf.

11.7 The Lessor and any person or entity operating in its name or on its behalf shall not be liable, in any way whatsoever, for any damage or harm that shall be caused to the Lessee or to its property or for any bodily harm and/or loss and/or property damage of any type and kind whatsoever which shall be caused to the Lessee and/or its employees and/or its employers and/or its agents and/or its clients and/or its visitors and/or to any other person who shall be present in the Premises or in another area possessed by the Lessee, with the permission of the Lessor, unless the damage in

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question was caused through the malicious action or gross negligence of the Lessor or the Managing Company or their employees and/or anyone on their behalf.

11.8 The Lessor and/or its employees and/or anyone acting in their name or on their behalf shall not be liable, in any way whatsoever, for any damage or harm that shall be caused to the Lessee as a result of entry into the Premises by the Lessor or the Managing Company or their representative, in order to carry out any of the purposes which are mentioned in this Agreement, unless the damage in question was caused through the gross negligence of the Lessor or the Managing Company or their employees or anyone on their behalf.

12. Vacation

12.1 Upon the expiry of the Rental Period pursuant to this Agreement, the Lessee undertakes to return the Premises to the Lessor, whereby the Premises shall then be whitewashed, thoroughly cleaned, free and clear of any person or object, in the same proper state of maintenance in which the Lessee received it, except for reasonable wear.

The Lessee undertakes to remove from the Premises the mobile internal equipment that it installed in the Premises, unless otherwise agreed with the Lessor, and undertakes to repair all of the damage that shall be caused as a result of the removal as set forth above.

12.2 Any delay in the return of the Premises to the Lessor shall require the Lessee, in addition to the other remedies under law and pursuant to this Contract, and in addition to the Rent, to pay a penalty in the amount of NIS 3,500 for each day of delay in vacating the Premises, provided that the Lessor shall have given immediate notice to the Lessee with regard to the payment in arrears.

The amount set forth above shall be considered as pre-estimated liquidated damages, and shall constitute a fixed amount of money that shall entitle the Lessor to file an action in summary procedures with respect thereto. That set forth above does not and shall not detract from the Lessor’s right to select, in addition, any other means available to it under any law and/or pursuant to the provisions of this Agreement.

13. Breaches

13.1 The Parties hereby declare that Sections 4, 5, 6, 9, 11, 12, 14 of this Agreement are basic and fundamental terms of this Agreement, and a breach of any of the provisions of the aforesaid sections shall constitute a fundamental breach of the provisions of this Agreement. Such a breach shall entitle the upholding Party to rescind this

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Translated from the Hebrew

Agreement, without derogating from its right to receive other and/or additional remedies and/or relief with respect to the breach and/or cancellation of the Agreement, after having given the other Party at least 10 business days’ advance warning in writing, and provided that the breach shall not have been remedied during that period.

13.2 Without derogating from the generality of that set forth above, should the Lessee be late in making, or not have made, the payments pursuant to this Agreement or any part thereof in full and in a timely manner, and should the Lessor as a result have exercised its right to rescind the Agreement, the Lessee shall pay the Lessor pre-estimated liquidated damages to the extent of the damage evaluated in advance by the Parties, with no need to prove any damage whatsoever. The amount of the pre-estimated liquidated damages shall be twice the amount that the Lessee did not pay, or was late in paying, up to the date of rescission of this Agreement, or NIS 3,500 for each day of arrears, whichever is higher.

13.3 In addition to all that set forth above, should the Lessee be late in making, or not have made, the payments pursuant to this Agreement or any part thereof in full and in a timely manner, the Lessor shall be entitled, even if it did not rescind the Agreement, after having given warning seven days in advance, to cut off the supply of electrical power and water to the Premises.

14. Sureties

14.1 As at the date of signature of this Agreement, the Lessee shall provide the Lessor with the following surety:

An autonomous bank guarantee in the amount of NIS 200,448, which represents an amount equivalent to six months of Rent (including Value Added Tax, not including management fees).

This guarantee shall remain with the Lessor until 30 days have elapsed following the expiry of the Rental Period. This surety shall constitute a prerequisite for the receipt of possession of the Premises and shall be retained by the Lessor to secure the upholding of all of the Lessee’s obligations pursuant to this Agreement, in full and in a timely manner.

14.2 During the period when the surety is in the Lessor’s possession, the Lessor shall be entitled to forfeit, from the surety, the amounts of damage that it has incurred due to the Lessee’s failure to comply with its undertakings and/or amounts which the Lessee should have paid to the Lessor and/or any third party pursuant to the provisions of this Agreement, provided that the Lessor shall have given the Lessee seven business

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Translated from the Hebrew

days’ advance notice in writing of its intent to do so, with a detailed listing of the damage and/or the cause for forfeiture, and provided that the Lessee shall not have repaired the damage or mended the breach during that period of time.

14.3 The surety as set forth above shall be returned to the Lessee, should it have been exercised or should any forfeiture or offset thereof, in whole or in part, have been made previously, only 60 days after the expiry date of the Rental Period, after the Lessor has ascertained, to its satisfaction, that all of the Lessee’s undertakings pursuant to this Agreement have been fulfilled, including and especially the undertakings with regard to and/or resulting from and/or related to the termination of the Rental Period and all matters involved therein.

15. General

15.1 It is hereby agreed that the Lessor shall be entitled to transfer its rights in the Premises, provided that the Lessee’s rights in the Premises shall not be prejudiced or restricted thereby.

15.2 The Lessee hereby undertakes not to endorse and/or to assign its rights pursuant to the Agreement, in whole or in part, to another or others, in any way whatsoever, and not to deliver or transfer the Premises or any part thereof to another or others in any way whatsoever, and not to rent out the Premises or any part thereof by way of subletting other than subject to that set forth above with regard to obtaining the Lessor’s consent in advance and in writing, which shall not be withheld other than for reasonable cause.

15.3 That set forth in this Agreement and the Appendices hereto covers everything which has been agreed by and between the Parties, and no other agreement, whether in writing or verbal, shall have any validity whatsoever. Any modification and/or amendment of this Agreement shall be made only by way of an explicit written document, signed by the Parties to this Contract.

15.4 The consent of a Party to this Agreement to deviate from the terms hereof in a specific case or in a series of cases shall not constitute precedent and shall not be used for the deduction of an analogy to any other case in the future.

15.5 Should a Party to this Agreement not have made use, or have delayed in making use, of any of the rights which are conferred upon it pursuant hereto, in a specific case or in a series of cases, that shall not be deemed to constitute a waiver of any of that Party’s rights.

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Translated from the Hebrew

15.6 Any notice or warning that shall be sent by one Party to the other in the context of this Agreement shall be sent by registered postal mail, unless otherwise stated, in accordance with the addresses of the Parties as they are set forth in the Preamble to this Agreement (or any other address of which appropriate notice shall be given in writing), and the notice or warning as set forth above shall be deemed to have been delivered to its addressee upon the expiry of 72 hours after having been handed in at a post office for dispatch.

In witness whereof the Parties have affixed their signatures:

The Lessor The Lessee

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EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

Bitstream Israel Ltd., a corporation organized under the laws of the State of Israel

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Marlborough Software Development Holdings Inc. of our report dated November 10, 2011 relating to the financial statements of Marlborough Software Development Holdings, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 10, 2011

EX-23.2

EXHIBIT 23.2

Consent of Kost Forer Gabbay & Kasierer, A Member of Ernst & Young Global

We consent to the incorporation by reference in the Registration Statement on Form S-1 of Marlborough Software Development Holdings Inc. of our report dated August 17, 2010, with respect to the carve-out consolidated financial statements of the Business Acquired from Press-Sense Ltd. (by Bitstream Inc.) included in the Registration Statement (Form S-1) for the year ended December 31, 2009. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Tel-Aviv, Israel

November 10, 2011

/s/ KOST FORER GABBAY and KASIERER

A Member of Ernest & Young Global

EX-23.3

Exhibit 23.3

Consent of Seyfarth Shaw LLP

We consent to the identification of our firm as legal counsel to Marlborough Software Development Holdings Inc. in the section of the Registration Statement on Form S-1 entitled “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.

/s/ Seyfarth Shaw LLP

Boston, MA

November 10, 2011

EX-99.1

Exhibit 99.1

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2009

U.S. DOLLARS IN THOUSANDS

INDEX

	Page
Report of Independent Auditors	2
Carve-out Consolidated Balance Sheets	3
Carve-out Consolidated Statements of Operations	4
Carve-out Statements of Total Contribution of Capital by Owners	5
Carve-out Consolidated Statements of Cash Flows	6 – 7
Notes to Carve-out Consolidated Financial Statements	8 – 20

- - - - - - - - - -

REPORT OF INDEPENDENT AUDITORS

To the Shareholders of Bitstream Inc.

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

We have audited the accompanying carve-out consolidated balance sheets of the Business Acquired from Press-Sense Ltd. and its subsidiaries (“the Business Acquired”) as of December 31, 2008 and 2009 and the related carve-out consolidated statements of operations, changes in total contribution of capital by owners and cash flows for each of the two years in the period ended December 31, 2009. These financial statements are the responsibility of Bitstream Inc.’s management. Our responsibility is to express an opinion on these carve-out financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the carve-out financial statements are free of material misstatement. We were not engaged to perform an audit of the Business Acquired’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Business Acquired’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the carve-out financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall carve-out financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the carve-out consolidated financial statements referred to above present fairly, in all material respects, the carve-out consolidated financial position of the Business Acquired as of December 31, 2008 and 2009, and the carve-out consolidated results of its operations and cash flows for each of the two years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States.

	/s/ Kost Forer Gabbay and Kasierer
Tel-Aviv, Israel	KOST FORER GABBAY & KASIERER
August 17, 2010	A Member of Ernst & Young Global

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	December 31,
	2008			2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,156		$	2,341
Restricted cash		263			516
Trade receivables (net of allowance for doubtful accounts of $ 348 and $ 238 as of December 31, 2008 and 2009, respectively)		697			669
Prepaid expenses and other current assets		294			246
Total current assets		4,410			3,772
LONG-TERM ASSETS:
Long-term lease deposits		87			32
Severance pay fund		488			652
Total long-term assets		575			684
PROPERTY AND EQUIPMENT, NET (Note 3)		554			389
Total assets	$	5,539		$	4,845
LIABILITIES
CURRENT LIABILITIES:
Short-term bank loan	$	5		$	—
Current maturities of long-term loan (Note 4)		—			2,444
Trade payables		503			531
Employees and payroll accruals		905			520
Deferred revenues		6,601			5,030
Advances from customers		1,099			1,396
Royalties to the OCS (Note 5)		503			503
Other current liabilities		375			508
Total current liabilities		9,991			10,932
LONG-TERM LIABILITIES:
Long-term loan (Note 4)		5,000			3,056
Accrued severance pay		809			834
Total long-term liabilities		5,809			3,890
COMMITMENTS AND CONTINGENT LIABILITIES (Note 5)
Total liabilities		15,800			14,822
Total contribution of capital by owners	$	(10,261	)	$	(9,977	)

The accompanying notes are an integral part of the carve-out consolidated financial statements.

August 17, 2010	/s/ Anna M. Chagnon	/s/ James P. Dore
Date of approval of the financial statements	Anna M. Chagnon President and Chief Executive Officer of Bitstream Inc.	James P. Dore VP and Chief Financial Officer of Bitstream Inc.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands

	Year ended December 31,
	2008		2009
Revenues	$	5,954	$	7,908
Cost of revenues		3,436		1,925
Gross profit		2,518		5,983
Operating expenses:
Research and development, net		7,513		2,603
Sales and marketing		4,949		3,522
General and administrative		2,309		1,583
Total operating expenses		14,771		7,708
Operating loss		12,253		1,725
Financial expenses		1,300		990
Net loss	$	13,553	$	2,715

The accompanying notes are an integral part of the carve-out consolidated financial statements.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT STATEMENTS OF TOTAL CONTRIBUTION OF CAPITAL BY OWNERS

U.S. dollars in thousands

	Contribution of capital		Accumulated			Total contribution of capital
	by owners		deficit			by owners
Balance as of January 1, 2008	$	12,289	$	(17,132	)	$	(4,843	)
Issuance of share upon exercise of options		12		—			12
Issuance of Preferred share in connection with credit line		701		—			701
Beneficial conversion feature (“BCF”) related to the conversion of the convertible loan		250		—			250
Issuance of Preferred share, net		6,921		—			6,921
Amortization of deferred stock compensation		93		—			93
Stock compensation related to options granted to employees		158		—			158
Net loss		—		(13,553	)		(13,553	)
Balance as of December 31, 2008		20,424		(30,685	)		(10,261	)
Issuance of share upon exercise of options		4		—			4
Compensation related to issuance of Preferred share in connection with credit line		510		—			510
Issuance of Preferred share, net		2,118		—			2,118
Amortization of deferred stock compensation		59		—			59
Stock compensation related to options granted to employees		308		—			308
Net loss		—		(2,715	)		(2,715	)
Balance as of December 31, 2009	$	23,423	$	(33,400	)	$	(9,977	)

The accompanying notes are an integral part of the carve-out consolidated financial statements.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,
	2008			2009
Cash flows from operating activities:
Net loss	$	(13,553	)	$	(2,715	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		213			235
Stock-based compensation		251			367
Compensation related to utilization of credit line		701			—
BCF related to the conversion of the convertible loan		250			—
Compensation related to issuance of Preferred share in connection with credit line		—			510
Accrued interest and amortization of available-for-sale marketable securities, net		(69	)		—
Decrease in trade receivables		1,058			28
Increase in prepaid expenses and other current assets and long-term lease deposits		(61	)		103
Increase (decrease) in trade payables		(144	)		28
Increase (decrease) in other current liabilities, royalties to the OCS, deferred revenues, advances from customers, employees and payroll accruals		868			(1,526	)
Increase (decrease) in accrued severance pay, net		15			(139	)
Net cash used in operating activities		(10,471	)		(3,109	)
Cash flows from investing activities:
Increase in restricted cash		—			(253	)
Proceeds from available-for-sale marketable securities		1,177			—
Purchase of property and equipment		(216	)		(70	)
Net cash provided by (used in) investing activities		961			(323	)
Cash flows from financing activities:
Short-term bank loan		(11	)		(5	)
Proceeds from issuance of shares upon exercise of options		12			4
Proceeds from utilizing credit line		5,000			500
Contribution of capital by owners		6,921			2,118
Net cash provided by financing activities		11,922			2,617
Increase (decrease) in cash and cash equivalents		2,412			(815	)
Cash and cash equivalents at the beginning of the year		744			3,156
Cash and cash equivalents at the end of the year	$	3,156		$	2,341

The accompanying notes are an integral part of the carve-out consolidated financial statements.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

CARVE-OUT CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,
	2008		2009
Supplement disclosure of non-cash investing activities:
Purchasing property and equipment	$	42	$	—
Supplemental disclosure of cash flow information:
Cash paid during the year for income taxes	$	177	$	133
Cash paid during the year for interest	$	303	$	364

The accompanying notes are an integral part of the carve-out consolidated financial statements.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 1:- GENERAL

a. Press sense Ltd. (“Press-Sense”) was incorporated in Israel in May 2001. On June 3, 2010 Bitstream Inc. (“Bitstream”), a Delaware Company, traded on Nasdaq, completed the acquisition of certain of the assets of Press-Sense, in consideration of $ 6,500 (“the Business Acquired”). At the time of the acquisition, a court appointed receiver was overseeing the liquidation of Press-Sense as a result of a request of creditors of Press-Sense. Under the terms of the agreement, Bitstream acquired all Press-Sense software and knowhow and related intellectual property rights (both source code and object code, whether existing or under development) fixed and tangible assets, trademarks, transferable licenses, customer data. In addition, Bitstream did not assume any of the known or unknown liabilities of Press-Sense and its subsidiaries. However, in accordance with the Securities and Exchange Commission (“SEC”) staff reporting manual, these carve-out financial statements reflect the assets and liabilities of the entire Business Acquired, although not fully assumed as part of the acquisition by Bitstream.

The Business Acquired develops and markets of Business Flow Automation for the print industry. The Business Acquired’s products and solutions provide commercial printing and digital service providers with a comprehensive approach to creating internet-based revenue streams, automated production workflows, and business management tools that maximize production efficiency, monitor and reduce costs, and increase profit ratios.

b. During the period ended December 31, 2008 and December 31, 2009, one of the Business Acquired’s customer accounted for approximately 42% and 66%, respectively, of total revenues (for major customers information refer to Note 9).

A loss of the aforementioned customer or a significant reduction of the amount of products ordered, or the inability to obtain a satisfactory replacement of the customer in a timely manner may have a significant impact on the Business Acquired’s sales and the results of operations.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The carve-out consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

a. Use of estimates:

The preparation of carve-out financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

b. Financial statements U.S. dollars:

A substantial portion of the Business Acquired’s financing activities including revenue, loans, equity transactions and cash investments are incurred in U.S. dollars. Management believes that the dollar is the currency of the primary economic environment in which the Business Acquired and its subsidiaries operate. Thus, the functional and reporting currency of the Business Acquired and its subsidiaries is the dollar.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance Statement of the Accounting Standard Codification No. 830 “Foreign Currency Matters” (“ASC No. 830”), formerly Statement of Financial Accounting Standard 52, “Foreign Currency Translation” (“SFAS 52”). All transactions gains and losses of the remeasured monetary balance sheet items are reflected in the statement of operations as financial income or expenses, as appropriate.

c. Principles of consolidation:

The carve-out consolidated financial statements include the accounts of the Business Acquired and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

d. Cash equivalents:

Cash equivalents are short-term highly liquid investments that are readily convertible into cash with original maturities of three months or less.

e. Restricted cash:

As of December 31, 2008 and 2009, the Business Acquired had approximately $ 263 and $ 516, respectively, in restricted cash held as a collateral for the Business Acquired’s derivative instruments activities and to secure the credit line agreement (see also Note 4).

f. Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates:

	%
Computers and peripheral equipment	33
Motor vehicles	15
Office furniture and equipment	6-7
Leasehold improvements	By the shorter of the term of the lease or the life of the asset

g. Impairment of long-lived assets:

The Business Acquired and its subsidiaries long-lived assets are reviewed for impairment in accordance with Statement of the Accounting Standard Codification No. 360, “Property, Plant and Equipment” (“ASC No. 360”), formerly Statement of Financial Accounting Standard 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. As of December 31, 2008 and 2009, no impairment losses have been identified.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

h. Research and development costs:

ASC 985-20 “Costs of Software to Be Sold, Leased, or Marketed” (“ASC No. 985-20”) (previously SFAS No. 86), requires capitalization of certain software development costs, subsequent to the establishment of technological feasibility.

Based on the Business Acquired’s product development process, technological feasibility is established upon the completion of a working model. The Business Acquired generally does not incur any costs between the completion of the working model and the point at which the product is ready for general release. Therefore, research and development costs are charged to the statement of operations as incurred.

Research and development costs are presented net of grants received from the Office of the Chief Scientist.

i. Income taxes:

The Business Acquired and its subsidiaries account for income taxes in accordance with Accounting Standard Codification No. 740 “Income Taxes” (“ASC 740”), formerly Statement of Financial Accounting Standard 109, “Accounting for Income Taxes” (SFAS 109). This statement prescribes the use of the liability method, whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Business Acquired and its subsidiaries provide a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

In July 2006, the FAS issued Financial ASC topic 740 guidelines relating to uncertain tax position (“ASC 740”), “Income Taxes”, previously referred to as FIN 48, which applies to all tax positions related to income taxes subject to Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”. ASC 740 requires a new evaluation process for all tax positions taken. If the probability for sustaining said tax position is greater than 50%, then the tax position is warranted and recognition should be at the highest amount which would be expected to be realized upon ultimate settlement. ASC 740 requires expanded disclosure at each annual reporting period, unless a significant change occurs in an interim period. Differences between the amount recognized in the statements of financial position prior to the adoption of ASC 740 and the amounts reported after adoption should be accounted for as an adjustment to the beginning balance of retained earnings. ASC 740 is effective for non-public enterprises for fiscal years beginning after December 15, 2008.

On January 1, 2009, the Business Acquired adopted ASC 740. The initial application of ASC 740-10, to the Business Acquired’s tax positions had no effect on the Business Acquired’s carve-out consolidated financial statements.

j. Revenue recognition:

The Business Acquired generates revenues from licensing the rights to use their products, from maintenance, implementation, training and installation. The Business Acquired sells its products primarily through the direct sales force and through OEM agreements.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Business Acquired accounts for software licensing sales in accordance with ASC 985-605, “Software Revenue Recognition” (previously Statement of Position (“SOP”) 97-2 and SOP 98-9). ASC 985-605 generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair value of the elements. In addition, according to ASC 985-605, revenues should be allocated to the different elements in the arrangement under the “residual method” when Vendor Specific Objective Evidence (“VSOE”) of fair value exists for all undelivered elements and no VSOE exists for the delivered elements. Under the residual method, at the outset of the arrangement with the customer, the Business Acquired defers revenue for the fair value of its undelivered elements (usually maintenance and support) and recognizes revenue for the remainder of the arrangement fee attributable to the elements initially delivered in the arrangement (software product) when all other criteria in ASC 985-605 have been met. Any discount in the arrangement is allocated to the delivered element. If sufficient specific objective evidence does not exist for all undelivered elements, revenue is deferred for the entire arrangement until all revenue recognition criteria are met for such undelivered elements.

Revenue from license fees is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, no significant obligations with regard to implementation remain, the fee is fixed or determinable, and collectability is probable. The Business Acquired generally does not grant a right of return to its customers.

Maintenance revenues included in multiple element arrangements are deferred and recognized on a straight-line basis over the term of the maintenance agreements. The VSOE of fair value of maintenance is determined based on the price charged for maintenance when sold separately.

Deferred revenues include unearned amounts received under maintenance contracts and amounts received from customers but not recognized as revenues.

k. Concentrations of credit risks:

Financial instruments that potentially subject the Business Acquired to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash and trade receivables.

The majority of cash and cash equivalents are invested in deposits with major banks in Israel. Management believes that the financial institutions that hold the Business Acquired’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments.

The Business Acquired’s trade receivables are mainly derived from sales to customers located mainly in the U.S and in Europe. The Business Acquired performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined with respect to those amounts that the Business Acquired has determined to be doubtful of collection.

l. Derivative instruments:

ASC 815, “Derivative and Hedging” (Pre-codification SFAS No. 133), requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

To hedge against the risk of overall changes in cash flows resulting from foreign currency, the Business Acquired hedges portions of its forecasted expenses denominated in New Israeli Shekels (“NIS”). These forwards contracts are not designated as hedging instruments, as defined by ASC 815. Therefore, gains and losses related to such derivative instruments are recorded in financial income/expenses.

As of December 31, 2008 and 2009 the Business Acquired did not record an asset or liability from derivative instruments due to immateriality.

m. Accounting for stock-based compensation:

The Business Acquired adopted the fair value recognition provisions of ASC No. 718, “Compensation – Stock Compensation” (“ASC No. 718”) (previously SFAS 123(R)). ASC No. 718 requires businesses to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Business Acquired’s carve-out consolidated statement of operations.

Under the provisions of ASC No. 718, the fair value of each option is estimated on the date of grant using the Black & Scholes option valuation model that uses the assumptions noted in the following table:

	Year ended December 31,
	2008			2009
Expected volatility		60	%		75	%
Expected dividends		0	%		0	%
Expected term (in years)		6.4			5-6.1
Risk free interest		3.5%-3.7	%		2.64	%

Risk-free interest rates are based on the yield from U.S. Treasury zero-coupon bonds with a term equivalent to the contractual life of the options. The expected term of the options granted is determined based on the simplified method.

The Business Acquired recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards.

The Business Acquired applies ASC No. 718 and ASC 505-50, “Equity-Based Payments to Non-Employees” (“ASC No. 505-50”) (previously Emerging Issues Task Force No. 96-18, “EITF 96-18”), with respect to options and warrants issued to non-employees. ASC No. 718 requires the use of option valuation models to measure the fair value of the options and warrants at the date of grant.

During the years ended December 31, 2008 and 2009, the Business Acquired recorded compensation expenses of $ 251 and $ 367, respectively.

As of December 31, 2009, there was $ 204 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the plan. Had the Business Acquired continued its operation such cost was expected to be recognized over a weighted average period of 1.5 years.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

n. Severance pay:

The Business Acquired liability for severance pay is calculated pursuant to Israel’s Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment, as of the balance sheet date. Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment or a portion thereof. The Business Acquired’s liability for its Israeli employees is fully provided by monthly deposits with insurance policies and by an accrual. The value of these deposits is recorded as an asset in the Business Acquired’s carve-out balance sheet.

The Business Acquired applies Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”) for certain employees. Pursuant to Section 14, the employees covered by this section, are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Business Acquired. Payments in accordance with Section 14 release the Business Acquired from any future severance payments in respect of those employees. As a result liability in respect of these employees does not exist and therefore, not presented. Deposits under Section 14 are not recorded as an asset in the Business Acquired’s carve-out balance sheet.

The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel’s Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies, and includes immaterial profits.

Severance expenses for the years ended December 31, 2008 and 2009 were $ 644 and $ 159, respectively.

o. Fair value of financial instruments:

The following methods and assumptions were used by the Business Acquired in estimating its fair value disclosures for financial instruments:

The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, prepaid expenses and other current assets, trade payables, employees and payroll accruals, deferred revenues, royalty to OCS and other current liabilities approximate their fair values due to the short-term maturities of such instruments.

p. Initial adoption of new Accounting Standards:

1. In June 2009, the FASB issued ASC Topic 105, “Generally Accepted Accounting Principles” (“FASB Codification”), which was previously referred to as SFAS No. 168, “A Replacement of SFAS No. 162.” The FASB Codification is effective for interim and annual periods ending after September 15, 2009 and became the single official source of authoritative, non-governmental U.S. GAAP, other than guidance issued by the Securities and Exchange Commission. All other literature will become non-authoritative. The standard does not have a material impact on the business acquire’s consolidated financial statements and notes. The Business Acquired has updated its disclosures with the appropriate FASB Codification references for the year ended December 31, 2009. As such, all of the notes to the consolidated financial statements have been updated with the appropriate FASB Codification references.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

2. In June 2008, the FASB issued ASC 815-40, “Derivative and Hedging-Contracts in Entity’s Own Equity” (“ASC 815-40”), formerly EITF No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock”. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. In ASC 815-10-15, formerly paragraph 11(a) of SFAS No. 133, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the business acquire’s own stock and (b) classified in shareholders’ equity in the statement of financial position would not be considered a derivative financial instrument. ASC 815-40 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the ASC 815-10-15 formerly SFAS 133 paragraph 11(a) scope exception. The initial adopting of ASC 815-40 had no effect on the Business Acquired’s carve-out consolidated financial statements.

NOTE 3:- PROPERTY AND EQUIPMENT

Composition of property and equipment is as follows:

	December 31,
	2008		2009
Cost:
Computers and peripheral equipment	$	806	$	836
Motor vehicles		52		52
Office furniture and equipment		113		143
Leasehold improvements		83		93
		1,054		1,124
Accumulated depreciation		500		735
Depreciated cost	$	554	$	389

Depreciation expenses were $ 213 and $ 235 in the years ended December 31, 2008 and 2009, respectively.

NOTE 4:- SHORT-TERM CREDIT LINE

a. On May 12, 2008, the Business Acquired entered into a credit agreement with Plenus (the “lender”) under which, the lender made available to the Business Acquired a credit line in the aggregate amount of $ 5,000 (the “loan”). The principal amount of the loan is due and payable in 18 consecutive monthly installments of approximately $ 278 each, commencing May 2010. The Business Acquired utilized the entire outstanding credit line in the amount of $ 5,000. In connection with the loan the Business Acquired issued to the lender Preferred shares. With respect to this issuance, the Business Acquired recorded stock compensation in the amount of $ 701 which was recorded as part of financial expenses on the date of grant.

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BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 4:- SHORT-TERM CREDIT LINE (Cont.)

In May 2009, the Business Acquired signed on an amendment to the credit agreement with the Lender under which the Lender agreed to postpone commencement of the repayment of the Loan until January 2011. Such postponement is subject to the Business Acquired raising at least $ 2,000 through an equity investment from new investors by May 2010. If the Business Acquired fails to complete such investment, the postponement will take effect if the following two conditions are met: (i) the Business Acquired demonstrate that its aggregate bookings during the 12 months (between April 30, 2009 to April 30, 2010) equals or exceeds $ 6,250; and (ii) the Business Acquired demonstrates that its free cash reserves, as of such date, starting from May 2010, equals or exceeds three times the Business Acquired’s average monthly burn rate during the six full months immediately preceding such payment date.

In connection with the credit agreement amendment, the Business Acquired issued to the lender Preferred share free of charge. The Business Acquired accounted for the amendment of the Loan under the provisions with Accounting Standard Codification No. 470-50-40, “Debt-Modification and Extinguishment-Derecognition” (“ASC 470-50-40”), formerly EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments”, and as such, the Business Acquired recorded an immediate nonrecurring loss totaled to approximately $ 510 which was recorded as part of financial expenses.

b. On April 20, 2009, the Business Acquired entered into a credit agreement with a commercial bank in Israel (the “bank”). Under this agreement, the bank extended to the Business Acquired a revolving credit line in the aggregate amount of $ 1,500. The loan bears U.S. dollar denominated interest at an annual rate equal to the one-year LIBOR plus 4% on the outstanding principal amount. As part of the credit agreement, the Business Acquired granted to the lenders a first priority floating and fixed charge over its account receivables. As of December 31, 2009, the Business Acquired utilized $ 500 out of the credit line.

In connection with the credit agreement, the Business Acquired issued warrants to the bank to purchase Preferred shares at an exercise price of $ 4.25 per share. These warrants were accounted for in accordance with ASC 815-40-15 and should be recorded as a liability. As of December 31, 2009, all warrants are outstanding and exercisable at an exercise price of $ 4.25 per share. Due to the fact that these warrants have immaterial value, they are not presented separately in the carve-out balance sheet.

NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES

a. Lease commitments:

The Business Acquired leases its facilities and motor vehicles under various operating lease agreements, which expire on various dates, the latest of which is in 2015. Had the Business Acquired continued its operation, the minimum payments under the rental of premises lease are approximately $ 160 for each of the next six years and the minimum payments under the lease of motor vehicles are approximately $ 220 for 2010 and $ 20 for 2011. Lease expenses for the years ended December 31, 2008 and 2009 were $ 496 and $ 312, respectively. Rental expenses for the years ended December 31, 2008 and 2009 were $ 154 and $ 197, respectively.

- 15 -

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

b. Government grants:

The Business Acquired participated in programs sponsored by the Israeli Government through the Office of the Chief Scientist (“OCS”) for the support of research and development activities. Till December 31, 2009, the Business Acquired had obtained grants from the OCS aggregating $ 931 for certain of the Business Acquired’s research and development projects. According to part of the programs, the Business Acquired is obligated to pay royalties to the OCS, amounting to 3.5%-4% of the sales of the products and other related revenues generated from such projects, up to 100%-150% of the grants received, linked to the U.S. dollars and bearing annual interest at a rate based on the LIBOR. Had the Business Acquired continued its operation, the aggregate contingent liability to the OCS amounted to approximately $ 503, as of December 31, 2009.

c. Pledges:

The Business Acquired pledged a bank deposit in the amount of $ 516 as collateral for the Business Acquired’s derivative instruments activities and to secure the credit line agreement.

NOTE 6:- TOTAL CONTRIBUTION OF CAPITAL BY OWNERS

a. Investment agreement:

1. On April 1, 2008, the Business Acquired entered into a Convertible Loan Agreement with a certain investor under which he provided the Business Acquired a loan in the amount of $ 1,000.

2. In September and November 2008, according to a Preferred share purchase agreement, the Business Acquired issued to certain investors Preferred share, in consideration of $ 5,921, net of issuance expenses. In addition, as part of this share purchase agreement, the Business Acquired converted the $ 1,000 convertible loan into Preferred share with a 20% discount from the financing round price per share. With respect to issuance of the Preferred share, the Business Acquired recorded BCF in the amount of $ 250 which was recorded as part of financial expenses.

3. On May 18, 2009, according to a Preferred share purchase agreement, the Business Acquired issued to certain investors Preferred shares, in consideration of $ 2,118, net of issuance expenses.

b. On November 2009, the Business Acquired decided on an exceptional basis to reduce options exercise price. Options exercise price under 2003 plan and 2006 plan were reduced to $ 0.5 and $ 0.7, respectively. The Business Acquired accounted for these changes as modifications in accordance with ASC 718. The Business Acquired calculated the incremental value of these modifications and recorded compensation cost in a total amount of $ 48 (as part of the compensation expenses mentioned above).

- 16 -

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 7:- FINANCING EXPENSES, NET

	2008		2009
Bank charges (interest income), net	$	15	$	(43	)
Interest with respect of loan (see Note 4)		275		475
Compensation related to credit line and BCF (see Note 4) (*)		951		510
Exchange rate (gain) loss, net		59		48
Total financing expenses, net	$	1,300	$	990

(*) As discussed in Note 4a the Business Acquired recorded compensation related to the loan agreement in 2008 and the credit agreement amendment in 2009 in the amount of $ 701 and $ 510, respectively. In addition in 2008, the Business Acquired recorded BCF in the amount of $ 250 with respect to conversion of the convertible loan into Preferred shares with a 20% discount from the financing round price per share.

NOTE 8:- INCOME TAXES

a. Measurement of taxable income:

Under Israeli law (the Income Tax (Inflationary Adjustments) Law, 1985), until 2007, the Business Acquired’s results for tax purposes were adjusted annually as a result of changes in the Israeli Consumer Price Index (CPI).

In February 2008, the Knesset (Israel’s parliament) passed an amendment to such law, that limits its scope starting in 2008, and thereafter. Starting in 2008, the Business Acquired’s results for tax purposes are measured in nominal values, excluding certain adjustments for changes in the Israeli CPI carried out in the period up to December 31, 2007. The amendment to the law includes, inter alia, the elimination of the inflationary additions and deductions and the additional deduction for depreciation starting in 2008.

b. The Law for the Encouragement of Capital Investments, 1959 (“the Law”):

According to the Law, the Business Acquired is entitled to various tax benefits by virtue of the “Beneficiary Enterprise” status granted to part of its enterprises, as defined by this Law.

In March 2005, the Knesset (Israel’s Parliament) passed the Arrangements Law for fiscal year 2005, which includes a broad and comprehensive amendment to the provisions of the above Law (“Amendment No. 60 to the Law”).

The principal benefits by virtue of the Law under the alternative benefits track, are:

The Business Acquired is tax exempt for a benefit period of two years and in the five subsequent years of the benefit period is subject to a reduced tax rate of 10%-25% (based on percentage of foreign ownership).

The basic condition for receiving the benefits under this track is for the enterprise to be a “competitive enterprise”.

- 17 -

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 8:- INCOME TAXES (Cont.)

Another condition for receiving the benefits under the alternative benefits track pursuant to Amendment No. 60 to the Law is a minimum qualifying investment. This condition requires an investment in the acquisition of productive assets such as machinery and equipment, which must be carried out within three years. The minimum qualifying investment required for setting up a plant is approximately NIS 300 thousand.

The income qualifying for tax benefits under the alternative benefits track will be the taxable income of a company that has met certain conditions as determined by the Amendment (“a beneficiary enterprise”), derived from an industrial enterprise. The Amendment specifies the types of qualifying income that is entitled to tax benefits under the alternative track whereby income from an industrial enterprise includes, among other things, revenues from the manufacture and development of software products and revenues from industrial research and development activities performed for a foreign resident (and approved by the Head of the Administration of Industrial Research and Development).

The benefit period begins in the year in which taxable income is first earned, limited to 12 years from the year that the enterprise began operations, or 14 years from the year in which the approval was granted, whichever period ends earlier.

If dividends are distributed out of tax exempt profits, the Business Acquired will then become liable for tax at the rate applicable to its profits from the approved enterprise in the year in which the income was earned, as if it had not chosen the alternative track of benefits. The Business Acquired’s policy is not to distribute dividends out of these profits.

The above benefits are conditional upon the fulfillment of the conditions stipulated by the Law, regulations published thereunder and the letters of approval for the specific investments in the approved enterprises. In the event of failure to comply with these conditions, the benefits may be canceled and the Business Acquired may be required to refund the amount of the benefits, in whole or in part, including interest. The Business Acquired’s management believes that the Business Acquired is meeting the aforementioned conditions.

On April 1, 2005, an amendment to the Investment Law came into effect (“the Amendment”) and has significantly changed the provisions of the Investment Law. The Amendment limits the scope of enterprises, which may be approved by the Investment Center by setting criteria for the approval of a facility as a Beneficiary Enterprise such as provision generally requiring that at least 25% of the Beneficiary Enterprise’s income will be derived from export.

Additionally, the Amendment enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. However, the Amendment provides that terms and benefits included in any letter of approval already granted will remain subject to the provisions of the law as they were on the date of such approval.

As of December 31, 2009, the Company has not yet begun using the tax benefits mentioned above.

- 18 -

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 8:- INCOME TAXES (Cont.)

c. Reduction in Israeli tax rates:

On July 25, 2005, the Knesset (Israeli Parliament) approved the Law for the Amendment of the Income Tax Ordinance (No. 147), 2005, which prescribes, among other provisions, a gradual decrease in the corporate tax rate in Israel to the following tax rates: in 2009 – 26% and in 2010 and thereafter – 25%.

In July 2009, the Knesset passed the Law for Economic Efficiency (Amended Legislation for Implementing the Economic Plan for 2009 and 2010), 2009, which prescribes, among others, an additional gradual reduction in the Israeli corporate tax rates and real capital gains tax starting 2011 to the following tax rates: 2011 - 24%, 2012 - 23%, 2013 - 22%, 2014 - 21%, 2015 - 20%, 2016 and thereafter - 18%.

d. Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Business Acquired’s and its subsidiary’s deferred tax assets are as follows:

	December 31,
	2008			2009
Deferred tax assets:
Net operating loss carry forward	$	4,379		$	5,475
Temporary differences relating to reserve and allowances		1,738			1,094
Net deferred tax asset before valuation allowance		6,117			6,569
Valuation allowance		(6,117	)		(6,569	)
Total net deferred tax asset	$	—		$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Business Acquired recorded a valuation allowance amounting $ 6,117 and $ 6,569 at December 31, 2008 and 2009, respectively.

f. Net operating losses carryforward:

As of December 31, 2009, the Business Acquired has accumulated losses for tax purposes in the amount of approximately $ 22,000 which may be carried forward and offset against taxable income in the future for an indefinite period.

- 19 -

BUSINESS ACQUIRED FROM PRESS-SENSE LTD.

NOTES TO CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 9:- MAJOR CUSTOMERS INFORMATION

Major customers’ data as percentage of total sales:

	Year ended December 31,
	2008			2009
Customer A		42	%		66	%
Customer B		12	%		7	%
Customer C		—			13	%

- - - - - - - - -

- 20 -

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

BITSTREAM INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET AND STATEMENTS OF

OPERATIONS

On June 3, 2010, Bitstream Inc. (the “Company” or “Bitstream”) completed the acquisition of certain of the assets of Press-sense Ltd.(“Press-sense”) pursuant to terms of a Purchase and Sale Agreement dated May 31, 2010 by and among the Company, Bitstream Israel Ltd., a wholly-owned subsidiary of the Company organized under the Laws of Israel and by the court appointed Special Manager of Press-sense LTD, an Israeli company in temporary liquidation under the supervision of the District Court of Haifa.

The purchase price of $6,528,000, including $28,000 of VAT, was paid in cash. Assets purchased include all Press-sense software and know-how and related intellectual property rights (both source code and object code) fixed and tangible assets, trademarks, transferable licenses and customer data (the “Business Acquired”). Bitstream did not assume any of the known or unknown liabilities of Press-Sense and its subsidiaries.

The unaudited pro forma combined balance sheet and statements of operations, together referred to as the “Pro Forma Combined Financial Statements” should be read in conjunction with:

• The accompanying notes to the Pro Forma Combined Financial Statements;

• the separate historical financial statements of the Company as of and for the three months ended March 31, 2010 included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010 and filed with the SEC on May 17, 2010;

• the separate historical financial statements of the Company as of and for the year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and filed with the SEC on March 31, 2010 and,

• the separate historical audited carve-out financial statements of Press-sense Ltd. as of and for the years ended December 31, 2009 and 2008, which are included in Exhibit 99.1 and are incorporated by reference.

For purposes of preparing the pro forma statements of operations, the historical financial information for Bitstream is based on its year ended December 31, 2009 and the interim three months ended March 31, 2010. The historical financial information for Press-sense Ltd. is based on its year ended December 31, 2009 and the interim three months ended March 31, 2010. The unaudited pro forma combined balance sheet presented herein includes the balance sheets of the Company as of March 31, 2010 and the balance sheet of Press-sense Ltd. as of December 31, 2009. The unaudited pro forma combined balance sheet combines the unaudited condensed balance sheets of the Company and Press-sense Ltd. and gives effect to the merger as if it had been completed as of March 31, 2010. The unaudited pro forma combined statements of operations for the three months ended March 31, 2010 and the year ended December 31, 2009 combine the historical results of the Company and Press-sense Ltd. and give effect to the merger as if it had occurred on January 1, 2009.

The carve-out financial statements of Press-sense Ltd. reflect the assets and liabilities of the entire Business Acquired, although not fully assumed as part of the acquisition by Bitstream.

The Pro Forma Combined Financial Statements presented are based on preliminary assumptions and adjustments related to the valuation of the intangible assets and are dependent upon finalizing these valuations. Accordingly, the pro forma purchase price allocation and amortization adjustments are preliminary, subject to future adjustments and have been made solely for purpose of providing the unaudited Pro Forma Combined Financial Statements.

The Pro Forma Combined Financial Statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations would actually have been if the merger occurred as of the dates indicated or what such financial position or results would be for any future periods.

BITSTREAM INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

As of March 31, 2010

(in thousands)

	Historical Bitstream (1)			Historical Press-Sense (2)			Proforma Adjustments			Proforma Combined
Assets
Current assets:
Cash and cash equivalents	$	13,956		$	2,341		$	(8,869	)(A)(G)	$	7,428
Accounts receivable, net		700			669			(669	)(G)		700
Prepaid expenses and other current assets		567			246			(218	)(B)(G)		595
Short-term investments - certificates of deposits		114			516			(516	)(G)		114
Total current assets		15,337			3,772			(10,272	)		8,837
Property and equipment, net		603			389			(309	)(C)		683
Other long-term assets:
Long-term investments - marketable securities		5,970			—			—			5,970
Restricted investment - long term		136			—			—			136
Other Assets		—			684			(684	)(G)		—
Goodwill		727			—			2,810	(D)		3,537
Intangible assets, net		78			—			3,610	(D)		3,688
Total other assets		6,911			684			5,736			13,331
Total assets	$	22,851		$	4,845		$	(4,845	)	$	22,851
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,706		$	531		$	(531	)(G)	$	1,706
Accrued payroll and other compensation		443			520			(520	)(G)		443
Other accrued expenses		750			1,011			(689	)(G)(I)		1,072
Deferred revenue and advances from customers		1,868			6,426			(6,426	)(G)		1,868
Current maturities of long-term note		—			2,444			(2,444	)(G)		—
Total current liabilities		4,767			10,932			(10,610	)		5,089
Long-term loan, net of current maturities		—			3,056			(3,056	)(G)		—
Accrued severance		—			834			(834	)(G)		—
Deferred rent		537			—			—			537
Total liabilities		5,304			14,822			(14,500	)		5,626
Stockholders’ equity:
Common stock		101			—			—			101
Contribution of capital by owner		—			(9,977	)		9,977	(G)		—
Additional paid-in capital		35,023			—			—			35,023
Accumulated deficit		(16,872	)		—			(322	)(I)		(17,194	)
Treasury stock, at cost;		(652	)		—			—			(652	)
Accumulated other comprehensive loss		(53	)		—			—			(53	)
Total stockholders’ equity		17,547			(9,977	)		9,655			17,225
Total liabilities and stockholders’ equity	$	22,851		$	4,845		$	(4,845	)	$	22,851

(1) As reported in Bitstream Inc.’s unaudited quarterly report on Form 10-Q for the three months ended March 31, 2010, as filed with the SEC on May 17, 2010.

(2) As reported in Press-sense Ltd. audited carve-out financial statements as of December 31, 2009

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

BITSTREAM INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2009

(in thousands, except per share data)

	Historical Bitstream (1)		Historical Press-Sense (2)			Proforma Adjustments			Proforma Combined
Revenue	$	21,489	$	7,908		$	—		$	29,397
Cost of revenue		8,838		1,925			293	(D)		11,056
Gross profit		12,651		5,983			(293	)		18,341
Operating expenses:
Marketing and selling		3,605		3,522			96	(C)(D)		7,223
Research and development		4,992		2,603			(85	)(C)		7,510
General and administrative		3,053		1,583			(27	)(C)		4,609
Total operating expenses		11,650		7,708			(16	)		19,342
Operating income (loss)		1,001		(1,725	)		(277	)		(1,001	)
Interest and other income (expense), net		59		(990	)		959	(A)(H)		28
Income (loss) before provision for income taxes		1,060		(2,715	)		682			(973	)
Provision for income taxes		208		—			72	(E)		280
Net income (loss)	$	852	$	(2,715	)	$	610		$	(1,253	)
Basic net income (loss) per share	$	0.09							$	(0.13	)
Diluted net income (loss) per share	$	0.08							$	(0.13	)
Basic weighted average shares outstanding		9,782								9,782
Diluted weighted average shares outstanding		10,249								9,782

(1) As reported in Bitstream Inc.’s annual report on Form 10-K, as filed with the SEC on March 31, 2010

(2) As reported in Press-sense Ltd. audited carve-out financial statements for the year ended December 31, 2009

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

BITSTREAM INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the three months ended March 31, 2010

(in thousands, except per share data)

	Historical Bitstream (1)			Historical Press-Sense (2)			Proforma Adjustments			Proforma Combined
Revenue	$	5,208		$	1,407		$	—		$	6,615
Cost of revenue		2,673			384			73	(D)		3,130
Gross profit		2,535			1,023			(73	)		3,485
Operating expenses:
Marketing and selling		803			707			4	(C)(D)		1,514
Research and development		1,392			902			(85	) (C)		2,209
General and administrative		743			359			(27	) (C)		1,075
Total operating expenses		2,938			1,968			(108	)		4,798
Operating loss		(403	)		(945	)		35			(1,313	)
Interest and other income (expense), net		13			(144	)		138	(A)(H)		7
Loss before provision for income taxes		(390	)		(1,089	)		173			(1,306	)
Provision for income taxes		8			12			18	(E)		38
Net loss	$	(398	)	$	(1,101	)	$	155		$	(1,344	)
Basic and diluted net loss per share	$	(0.04	)							$	(0.14	)
Basic and diluted weighted average shares outstanding		9,953									9,953

(1) As reported in Bitstream Inc.’s unaudited quarterly report on Form 10-Q for the three months ended March 31, 2010, as filed with the SEC on May 17, 2010

(2) As reflected in Press-sense Ltd. unaudited carve-out financial statements for the three months ended March 31, 2010

See accompanying Notes to Unaudited Pro Forma Combined Financial Statements.

Bitstream Inc.

Notes to Unaudited Pro Forma Combined Financial Statements

(in thousands)

The carve-out financial statements of Press-sense Ltd. reflect the assets and liabilities of the entire Business Acquired, although not fully assumed as part of the acquisition by Bitstream.

A summary of the preliminary purchase price allocation for the acquisition of the Business Acquired of Press-sense Ltd. is as follows:

Total cash consideration	$	6,528
Preliminary purchase price allocation:
VAT tax receivable	$	28
Fixed assets		80
Identifiable intangible assets		3,610
Net assets acquired		3,718
Goodwill	$	2,810

The amounts preliminarily assigned to Press-sense Ltd’s identifiable intangible assets acquired are based on their respective fair values determined as of the acquisition date. The excess of the purchase price over the tangible and identifiable intangible assets will be recorded as goodwill and amounts to approximately $2,810. In accordance with current accounting standards, the goodwill will not be amortized and will be tested for impairment as required by ASC Topic 350, Intangibles-Goodwill and Other.

Pro forma adjustments reflect only those adjustments which are factually determinable. The allocation of the purchase price relating to this acquisition is preliminary, pending the finalization of the Company’s review of the appraisal of identifiable intangible assets.

The unaudited pro forma combined statements of operations and balance sheet reflect the effect of the following pro forma adjustments:

(A) Adjustments to record the cash paid for the merger and to record the related estimated decrease in interest income earned on the reduced cash, cash equivalents and marketable securities.

(B) Adjustment to record VAT receivable of $28.

(C) Adjustment to record the decrease in fair value of Press-sense’s fixed assets totaling $309 and to record depreciation expense for acquired fixed assets offset by an adjustment to eliminate depreciation expense related to the historical value of Press-sense’s fixed assets for the year ended December 31, 2009 and the three months ended March 31, 2010 as if the acquisition had occurred on January 1, 2009.

The following table reflects the adjustment to record depreciation expense:

	Year ended December 31, 2009			Three months ended March 31, 2010
Depreciation of acquired fixed assets	$	96		$	24
Elimination of historical depreciation and amortization		(235	)		(46	)
Total	$	(139	)	$	(22	)

(D) To record goodwill and $ 3,610 of intangible assets and to record the related amortization of the definite-lived intangible assets on a straight-line basis over a weighted average life of 10 years.

The following table reflects the estimated fair value of the acquired identifiable intangible assets and related estimates of useful lives:

	FairValue		Useful Life (Years)
Developed Product Technology	$	1,410		7.5
Customer Relationships		2,200		11.5
Total	$	3,610

(E) To record income tax expenses related to the amortization of goodwill for tax purposes

(F) To remove the historical equity accounts of Press-sense.

(G) To remove historical assets and liabilities of Press-sense that were not acquired by the Company

(H) To remove interest and other expense related to Press-sense’s historical debt financing.

(I) Adjustment to record transaction costs of $322 incurred by the Company, as if the acquisition had occured on March 31, 2010