SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(§240.13e-100)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 2

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.

(Name of the Issuer)

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.

PAGEFLEX ACQUISITIONS, INC.

EINAV HI-TEC ASSETS LTD.

AMOS KAMINSKI

PINHAS ROMIK

JAMES P. DORE

ELLY PERETS

COSTAS KITSOS

RONI A. EINAV

ROI SOFTWARE DISTRIBUTION LTD.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE US$0.01 PER SHARE

(Title of Class of Securities)

571038108

(CUSIP Number of Class of Securities)

Marlborough Software Development Holdings, Inc. 500 Nickerson Road Marlborough, MA 01752-4695 +1-617-520-8400 Pageflex Acquisitions, Inc. 500 Nickerson Road Marlborough, MA 01752 +1-617-520-8400

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

COPIES TO:

Gregory L. White, Esq. Seyfarth Shaw LLP World Trade Center East Two Seaport Lane, Suite 300 Boston, MA 02210-2028 +1-617-946-4853 Janet Levy-Pahima, Adv. Herzog, Fox & Neeman Asia House 4 Weizmann Street Tel Aviv, Israel 6423904 +972-3-692-2020

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2), Regulation 14C (Sections 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee*
US$982,946.42	US$134.07

* Estimated for purposes of calculating the amount of the filing fee only. The calculation assumes the purchase of all outstanding common stock, par value US$0.01 per share (“Common Stock”), of Marlborough Software Development Holdings, Inc., a corporation organized under the laws of the State of Delaware (“MSDH” or the “Company”), other than Common Stock owned by Pageflex Acquisitions, Inc., a corporation organized under the laws of the State of Delaware (“Merger SPV”), or MSDH and any of their respective subsidiaries, at a purchase price of US$0.091 per share of Common Stock, without interest and subject to any applicable withholding tax. As of August 20, 2013, there were 10,801,609 Common Stock outstanding, none of which are owned by Merger SPV, MSDH or any of their respective subsidiaries. As a result, this calculation assumes the purchase of 10,801,609 Common Stock at US$0.091 per share (the “Merger Consideration”). The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2013 issued by the Securities and Exchange Commission on August 31, 2012, by multiplying 0.0001364 by the Merger Consideration. The filing fee was paid with the initial filing of this Schedule 13E-3 on September 13, 2013.

x  Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $134.07

Form or Registration No.: Schedule 13E-3 - Rule 13e-3 Transaction Statement

Filing Party: Marlborough Software Development Holdings, Inc.

Date Filed: September 13, 2013

INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule”) is being filed by Marlborough Software Development Holdings, Inc., a corporation organized under the laws of the State of Delaware (“MSDH” or the “Company”), Pageflex Acquisitions, Inc., a corporation organized under the laws of the State of Delaware (“Merger SPV”), Einav Hi-Tec Assets Ltd., Mr. Amos Kaminski, Mr. Pinhas Romik, Mr. James P. Dore, Mr. Elly Perets, Mr. Costas Kitsos, Mr. Roni A. Einav and ROI Software Distribution Ltd. (collectively, the “Filing Persons”).

This Schedule relates to the Agreement and Plan of Merger, dated as of August 20, 2013 (the “Merger Agreement”), by and between MSDH and Merger SPV. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger SPV will be merged with and into MSDH (the “Merger”), and each share of outstanding common stock, par value US$0.01 per share (“Common Stock”) (other than Common Stock held by MSDH, Merger SPV or any of their respective subsidiaries) will be converted into the right to receive US$0.091 in cash, without interest and subject to any applicable withholding taxes. The aggregate merger consideration and the balance of Merger SPV’s fees and expenses related to the Merger will be funded by Merger SPV’s sale of stock to its stockholders or other investors. The Merger Agreement contains customary representations, warranties and covenants of MSDH and Merger SPV. The closing of the merger is subject to closing conditions, including the adoption and approval of the Merger Agreement by: (i) holders of at least a majority of the voting power of outstanding shares of Common Stock and 6.5% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) of the Company, voting as a single class; and (ii) holders of at least a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class. In connection with the execution of the Merger Agreement, the holders of the Series A Preferred Stock, who collectively own approximately 24.50% of the voting power of MSDH’s capital stock as of the record date (including any shares of Common Stock owned by such holders), entered into voting agreements agreeing to vote in favor of the adoption of the Merger Agreement.

MSDH will mail a proxy statement (the “Proxy Statement”) relating to the special general meeting of MSDH stockholders at which the stockholders of MSDH will consider and vote upon a proposal to approve and adopt the terms of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(3)(i) and a copy of the Merger Agreement is incorporated by reference to Annex A to the Proxy Statement. All references in this Schedule to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Securities Exchange Act of 1934, as amended.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the Items of Schedule 13E-3. The information contained in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Schedule shall have the meanings given to them in the Proxy Statement.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

The information set forth under the captions “Summary Term Sheet” and “Questions and Answers about the Special Meeting and the Merger” in the Proxy Statement is incorporated herein by reference.

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The principal executive office of the subject company, Marlborough Software Development Holdings, Inc., is 500 Nickerson Road, Marlborough, Massachusetts 01752-4695, and its telephone number is +1-617-520-8400.

(b) Securities. The exact title of the subject class of equity securities is common stock, with par value US$0.01 per share. As of October 10, 2013, there were 10,801,609 shares of the subject class of equity securities outstanding.

(c) Trading Market and Price. The information set forth under the caption “Market Price of MSDH Common Stock” in the Proxy Statement is incorporated herein by reference.

(d) Dividends. The information set forth under the caption “Market Price of MSDH Common Stock” in the Proxy Statement is incorporated herein by reference.

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. The following sets forth all of the grants of options and/or Common Stock by MSDH to its executive officers and directors since the inception of MSDH (July 18, 2011). On March 14, 2012, Bitstream, Inc., the then-parent of MSDH, distributed shares of Common Stock to its stockholders on a pro rata basis and issued options to purchase Common Stock to persons then holding options to purchase Class A Common Stock of Bitstream, Inc. Such distribution and option issuance is referred to herein as the “Spin-Off”.

In connection with the Spin-Off, Amos Kaminski, a director of MSDH, received 393,300 shares of Common Stock, and the following options:

# of shares	Exercise Price	Expiration Date
10,000	$0.4577	09/29/14
10,000	$1.2651	08/03/16
30,000	$0.6700	09/10/22

On September 10, 2012, MSDH granted Jonathan Kagan, a director of MSDH, an option to purchase 30,000 shares of Common Stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

On September 10, 2012, MSDH granted Melvin Keating, a director of MSDH, an option to purchase 30,000 shares of Common Stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

On September 10, 2012, MSDH granted Raul Martynek, a director of MSDH, an option to purchase 35,000 shares of Common Stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

On September 10, 2012, MSDH granted Pinhas Romik, the President and Chief Executive Officer of MSDH, an option to purchase 150,000 shares of Common Stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

In connection with the Spin-Off, Costas Kitsos, the Vice President, Engineering of MSDH, received 28,300 shares of Common Stock, and the following options:

# of shares	Exercise Price	Expiration Date
25,000	$0.4520	08/02/14
25,000	$1.2651	08/03/16
20,000	$2.3084	05/24/17
15,000	$1.7483	05/20/18
15,000	$1.5323	08/19/19
15,000	$1.9758	08/12/20

On September 10, 2012, MSDH granted Mr. Kitsos an option to purchase 79,200 shares of Common Stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

In connection with the Spin-Off, James Dore, the Vice President, Engineering of MSDH, received 25,000 shares of Common Stock, and the following options:

# of shares	Exercise Price	Expiration Date
25,000	$0.4520	08/02/14
30,000	$0.6649	02/07/15
25,000	$1.2651	08/03/16
20,000	$2.3084	05/24/17
15,000	$1.7483	05/20/18
15,000	$1.5323	08/19/19
15,000	$1.9758	08/12/20

On September 10, 2012, MSDH granted Mr. Dore an option to purchase 79,200 shares of MSDH common stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

On September 10, 2012, MSDH granted Elly Perets, the Vice President of Sales and Marketing of MSDH, an option to purchase 79,200 shares of MSDH common stock at an exercise price of $.67 per share, which option expires on September 10, 2022.

Each of the options granted on September 10, 2012 vests in 4 equal annual installments with the first installment having vested on September 10, 2013. The remainder of the options listed above are fully vested.

On October 10, 2012, the Company sold 298,507 shares of Series A Preferred Stock and warrants to purchase up to 1,492,535 shares of the Company’s Common Stock to each of Amos Kaminski and Altshuler Shaham Provident Funds and Pension Ltd. The securities were sold at a price of $3.35 per unit, with each unit consisting of one (1) share of Series A Preferred Stock and a warrant to purchase five (5) shares of the Company’s Common Stock, resulting in an aggregate purchase price to each investor of $999,998.45. No other Filing Persons have effected transactions in the capital stock of MSDH in the period commencing two years prior to the date of this Schedule.

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a) – (b) Name and Address; Business and Background of Entities. The information set forth under the captions “Summary Term Sheet—The Parties to the Merger”, “The Parties to the Merger” and “Directors and Executive Officers of MSDH and Merger SPV” in the Proxy Statement is incorporated herein by reference.

(c) Business and Background of Natural Persons. The information set forth under the caption “Directors and Executive Officers of MSDH and Merger SPV” in the Proxy Statement is incorporated herein by reference.

Item 4. Terms of the Transaction.

Regulation M-A Item 1004

(a)(1) Not applicable.

(a)(2) Material Terms. The information set forth under the captions “Summary Term Sheet—Purpose of the Stockholders’ Vote”, “Summary Term Sheet—The Parties to the Merger”, “Summary Term Sheet—The Merger Agreement and Merger Consideration”, “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—No Solicitation of Other Offers”, “Summary Term Sheet—Conditions to Completion of the Merger”, “Summary Term Sheet—Termination of the Merger Agreement”, “Summary Term Sheet—Fees and Expenses”, “Summary Term Sheet—Material United States Federal Income Tax Consequences of the Merger”, “Summary Term Sheet—Appraisal Rights”, “Summary Term Sheet—Deregistration of MSDH Common Stock”, “Summary Term Sheet—Market Price of MSDH Common Stock”, “Summary Term Sheet—The Special Meeting”, “Summary Term Sheet—Voting and Proxies”, “Summary Term Sheet—Revocability of Proxy”, “Summary Term Sheet—Transfer or Sale of Shares”, “Summary Term Sheet—Solicitation of Proxies; Costs”, “Summary Term Sheet—Common Stock Ownership of Directors and Executive Officers”, “Summary Term Sheet—Additional Information”, “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Position of Merger SPV Group as to the Merger”, “Special Factors—Plans for the Company after the Merger”, “Special Factors—Effect on the Company’s Business if the Merger is Not Completed”, “Special Factors—Treatment of Common Stock”, “Special Factors—Deregistration of MSDH Common Stock”, “Special Factors—Interests of Our Directors and Executive Officers in the Merger”, “Special Factors—Fees and Expenses”, “Special Factors—Right of Appraisal”, “Special Factors—Material United States Federal Income Tax Consequences”, “Special Factors—Regulatory Approval”, “The Parties to the Merger” and “The Special Meeting of Stockholders” in the Proxy Statement is incorporated herein by reference.

(b) Purchases. Not applicable.

(c) Different Terms. The information set forth under the captions “Summary Term Sheet—Parties to the Merger”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors—Interests of Our Directors and Executive Officers in the Merger” and “Proposal No. 1: The Merger Agreement—Consideration to be Received Pursuant to the Merger; Treatment of Equity Awards” in the Proxy Statement is incorporated herein by reference.

(d) Appraisal Rights. The information set forth under the captions “Summary Term Sheet—Appraisal Rights”, “Questions and Answers about the Special Meeting and the Merger” and “Special Factors—Right of Appraisal” and “Appraisal Rights” in the Proxy Statement is incorporated herein by reference.

(e) Provisions for Unaffiliated Security Holders. Not applicable.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005

(a) Transactions. The information set forth under the captions “Special Factors—Background of the Merger”, “Special Factors—Certain Effects of the Merger” and “Special Factors— Interests of Our Directors and Executive Officers in the Merger is incorporated herein by reference. The information set forth under the caption “Item 11-Executive Compensation” in MSDH’s Annual Report on Form 10-K for the year ended December 31, 2012, which is attached as Annex D to the Proxy Statement, is incorporated herein by reference. 

(b)—(c) Significant Corporate Events; Negotiations or Contracts. The information set forth under the captions “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors— Position of Merger SPV Group as to the Merger” “Special Factors—Plans for the Company after the Merger”, “Special Factors—Interests of Our Directors and Executive Officers in the Merger”, “Proposal No. 1: The Merger Agreement—General; the Merger and “Annex A: Agreement and Plan of Merger” in the Proxy Statement and the is incorporated herein by reference. The information set forth under the caption “Item 5-Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in MSDH’s Annual Report on Form 10-K for the year ended December 31, 2012, which is attached as Annex D to the Proxy Statement, is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities. Merger SPV has entered into agreements with each of the holders of the Series A Preferred Stock, namely Amos Kaminski and Altshuler Shaham Provident Funds and Pension Ltd (the “Preferred Holders”), pursuant to which the Preferred Holders have agreed that (A) the Merger will not trigger a “Liquidation Event” under the terms of the Series A Preferred Stock; and (B) after the closing of the Merger (i) the terms of the Series A Preferred Stock will be amended such that dividends shall be due on an annual basis, payable following the end of each calendar year (rather than at the end of the five (5) year period), provided that such dividends will be capped at an aggregate amount of 15% of profits from such calendar year, and provided that a deficit in distribution of dividends in any given year will be carried forward to subsequent years until fully paid; and (ii) the warrants held by each Preferred Holder to purchase 1,492,535 shares of Common Stock at an exercise price of $0.67 per share of Common Stock (the “Warrants”), will be amended such that the Warrants held by each Preferred Holder shall be in respect of 3,999,994 shares of Common Stock of the surviving corporation at an exercise price of $0.25 per share of Common Stock. In the case that the Merger is not completed, the abovementioned agreements shall no longer be relevant.

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(a) Purposes. The information set forth under the captions “Summary Term Sheet—Purposes of the Stockholders’ Vote”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Plans for the Company after the Merger” and “Special Factors—Deregistration of MSDH Common Stock” in the Proxy Statement is incorporated herein by reference.

(b) Use of Securities Acquired. Not Applicable.

(c)(1)-(8) Plans. The information set forth under the captions “Summary Term Sheet—The Merger Agreement”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Plans for the Company after the Merger”, “Special Factors—Deregistration of MSDH Common Stock” and “Proposal No. 1-The Merger” in the Proxy Statement is incorporated herein by reference.

With respect to Item (c)(3) of this Schedule, Merger SPV has entered into agreements with each of the Preferred Holders pursuant to which, inter alia, after the closing of the Merger dividends shall be due in respect of the Series A Preferred Stock on an annual basis, payable following the end of each calendar year (rather than at the end of the five (5) year period), provided that such dividends do not exceed an aggregate amount of 15% of profits from such calendar year, and provided that a deficit in distribution of dividends in any given year will be carried forward to subsequent years until fully paid. In the case that the Merger is not completed, the abovementioned agreements shall no longer be relevant.

(d) Subject company negotiations. Not Applicable.

Item 7. Purposes, Alternatives, Reasons and Effects.

Regulation M-A Item 1013

(a) Purposes. The information set forth under the captions “Summary Term Sheet—Purposes of the Stockholders’ Vote”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Plans for the Company after the Merger” and “Special Factors—Deregistration of MSDH Common Stock” in the Proxy Statement is incorporated herein by reference.

(b)—(c) Alternatives; Reasons. The information set forth under the captions “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—No Solicitation of Other Offers”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Plans for the Company after the Merger”, “Special Factors—Effect on the Company’s Business if the Merger is Not Completed”, and “Special Factors—Deregistration of MSDH Common Stock” in the Proxy Statement is incorporated herein by reference.

(d) Effects. The information set forth under the captions “Summary Term Sheet—Purpose of the Stockholders’ Vote”, “Summary Term Sheet—The Parties to the Merger”, “Summary Term Sheet—The Merger Agreement and Merger Consideration”, “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—Material United States Federal Income Tax Consequences of the Merger”, “Summary Term Sheet—Deregistration of MSDH Common Stock”, “Summary Term Sheet—Transfer or Sale of Shares”, “Summary Term Sheet—Solicitation of Proxies; Costs”, “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Position of Merger SPV Group as to the Merger”, “Special Factors—Plans for the Company after the Merger”, “Special Factors—Effect on the Company’s Business if the Merger is Not Completed”, “Special Factors—Treatment of Common Stock”, “Special Factors—Deregistration of MSDH Common Stock”, “Special Factors—Interests of Our Directors and Executive Officers in the Merger”, “Special Factors—Fees and Expenses”, “Special Factors—Right of Appraisal”, “Special Factors—Material United States Federal Income Tax Consequences”, “Special Factors—Regulatory Approval”, “The Parties to the Merger” and “The Special Meeting of Stockholders” in the Proxy Statement is incorporated herein by reference.

Item 8. Fairness of the Transaction.

Regulation M-A Item 1014

(a)—(e) Fairness; Factors Considered in Determining Fairness; Approval of Security Holders; Unaffiliated Representative; Approval of Directors. The information set forth under the captions “Summary Term Sheet—The Merger Agreement and Merger Consideration”, “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—Market Price of MSDH Common Stock”, “Summary Term Sheet—The Special Meeting”, “Questions and Answers about the Special Meeting and the Merger”, “Cautionary Statement Regarding Forward-Looking Information”, “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Purpose and Reasons of Merger SPV for the Merger”, “Special Factors—Position of Merger SPV Group as to the Merger”, “Special Factors—Plans for the Company after the Merger”, “Special Factors—Effect on the Company’s Business if the Merger is Not Completed”, The Special Meeting of Stockholders-Our Board’s Recommendation”, “The Special Meeting of Stockholders-Vote Required for Approval”, “Market Price of MSDH Common Stock”, “Summarized Financial Information”, “Consolidated Balance Sheets” and “Consolidated Statements of Operations” in the Proxy Statement is incorporated herein by reference.

(f) Other Offers. The information set forth under the caption “Special Factors—Background of the Merger” in the Proxy Statement is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

Regulation M-A Item 1015

(a) Report, Opinion or Appraisal. None

(b) Preparer and Summary of the Report, Opinion or Appraisal. Not applicable.

(c) Availability of Documents. Not applicable.

Item 10. Source and Amounts of Funds or Other Consideration.

Regulation M-A Item 1007

(a) Source of Funds. The information set forth under the captions “Special Factors—Background of the Merger” and “Proposal No. 1: The Merger Agreement— Payment for MSDH Common Stock in the Merger” in the Proxy Statement is incorporated herein by reference. As noted in the Introduction hereto, the aggregate merger consideration and the balance of Merger SPV’s fees and expenses related to the Merger will be funded by Merger SPV’s sale of its stock to its stockholders or other investors.

(b) Conditions. None.

(c) Expenses. The information set forth under the captions “Summary Term Sheet—Fees and Expenses” and “Special Factors—Fees and Expenses” in the Proxy Statement is incorporated herein by reference.

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a)-(b) Securities Ownership; Securities Transactions. The information set forth under the captions “Summary Term Sheet—The Parties to the Merger”, “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—The Special Meeting”, “Summary Term Sheet—Common Stock Ownership of Directors and Executive Officers”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors—Background of the

Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors”, “Special Factors—Certain Effects of the Merger”, “Special Factors—Interests of Our Directors and Executive Officers in the Merger”, “The Parties to the Merger”, “The Special Meeting of Stockholders—Vote Required for Approval”, “The Special Meeting of Stockholders—Common Stock Ownership of Directors and Executive Officers”, “Proposal No. 2: Proposal for Adjournment or Postponement of the Special Meeting” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

Regulation M-A Item 1012

(d)-(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendation of Others. The information set forth under the captions “Summary Term Sheet—Important Considerations”, “Summary Term Sheet—The Special Meeting”, “Questions and Answers about the Special Meeting and the Merger”, “Special Factors—Background of the Merger”, “Special Factors— Reasons for the Merger; Fairness of the Merger; Recommendations of the Strategic Committee and Our Board of Directors” and “The Special Meeting of Stockholders—Vote Required for Approval” in the Proxy Statement is incorporated herein by reference.

Item 13. Financial Information.

Regulation M-A Item 1010

(a) Financial Information. The information set forth under the captions “Summarized Financial Information” and “Where can you find more information” in the Proxy Statement is incorporated herein by reference.

The audited financial statements set forth in Item 15 of the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012 and the unaudited financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 are incorporated herein by reference.

The book value per share as of June 30, 2013 is set forth in the Proxy Statement under the caption “Summarized Financial Information” and is incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth under the captions “Summary Term Sheet—Solicitation of Proxies; Costs”, “Questions and Answers about the Special Meeting and the Merger”, “The Special Meeting of Stockholders—Date, Time and Place of the Special Meeting” and “The Special Meeting of Stockholders—Persons Making the Solicitation” in the Proxy Statement is incorporated herein by reference.

Item 15. Additional Information.

Regulation M-A Item 1011

(b) Golden Parachute Compensation. The information set forth under the captions “Special Factors-Interests of Our Directors and Executive Officers in the Merger” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

(c) Other Material Information. The information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by this reference.

Item 16. Exhibits.

Regulation M-A Item 1016

Exhibit No.	Description
(a)(3)(i)	Preliminary Proxy Statement of Marlborough Software Development Holdings, Inc. (incorporated by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission)
(d)(i)	Agreement and Plan of Merger dated August 20, 2013, by and among MSDH and Merger SPV (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(3)(i)).
(d)(ii)	Voting Agreement dated August 20, 2013 between MSDH, Merger SPV and Altshuler Shaham Provident Funds and Pension Ltd (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2013 and incorporated herein by reference).
(d)(iii)	Voting Agreement dated August 20, 2013 between MSDH, Merger SPV and Amos Kaminski (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2013 and incorporated herein by reference).
(d)(iv)	Letter agreement dated August 18, 2013 between MSDH, Merger SPV and Altshuler Shaham Provident Funds and Pension Ltd.
(d)(v)	Letter agreement dated August 18, 2013 between MSDH, Merger SPV and Amos Kaminski.

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2013

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.
By:	/s/ Pinhas Romik
Name: Title:	Pinhas Romik President and CEO

PAGEFLEX ACQUISITIONS, INC.
By:	/s/ Pinhas Romik
Name: Title:	Pinhas Romik President and CEO

EINAV HI-TEC ASSETS LTD.
By:	/s/ Roni A. Einav
Name: Title:	Roni A. Einav President

/s/ Amos Kaminski

AMOS KAMINSKI

/s/ Pinhas Romik

PINHAS ROMIK

/s/ James P. Dore

JAMES P. DORE

/s/ Elly Perets

ELLY PERETS

/s/ Costas Kistsos

COSTAS KITSOS

/s/ Roni A. Einav

RONI A. EINAV

ROI SOFTWARE DISTRIBUTION LTD.
By:	/s/ John Murphy
Name: Title:	John Murphy Director

Exhibit Index

Exhibit No.	Description
(a)(3)(i)	Preliminary Proxy Statement of Marlborough Software Development Holdings, Inc. (incorporated by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission)
(d)(i)	Agreement and Plan of Merger dated August 20, 2013, by and among MSDH and Merger SPV (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(3)(i)).
(d)(ii)	Voting Agreement dated August 20, 2013 between MSDH, Merger SPV and Altshuler Shaham Provident Funds and Pension Ltd (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2013 and incorporated herein by reference).
(d)(iii)	Voting Agreement dated August 20, 2013 between MSDH, Merger SPV and Amos Kaminski (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 20, 2013 and incorporated herein by reference).
(d)(iv)	Letter agreement dated August 18, 2013 between MSDH, Merger SPV and Altshuler Shaham Provident Funds and Pension Ltd.
(d)(v)	Letter agreement dated August 18, 2013 between MSDH, Merger SPV and Amos Kaminski.

EX-99.(D)(IV)

Exhibit (d)(iv)

August 18, 2013

Altshuler Shaham Provident Funds and Pension Ltd

19A Habarzel St,

Ramat Hahayal,

Tel Aviv, Israel

Att: Mr. Ran Shaham, CEO

Dear Ran,

Re: Amendment to terms of Warrants / Preferred Stock

It is our intention that on or about the date hereof, Pageflex Acquisitions, Inc. (the “Company”) and Marlborough Software Development Holdings, Inc. (“MSDH”) will enter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company shall be merged with and into MSDH (the “Merger”) such that, following the Merger, the separate corporate existence of the Company shall cease, MSDH shall continue as the surviving corporation in the Merger (“Pageflex, Inc. (formerly known as MSDH)”) and each share of common stock of the Company held prior to the closing of the Merger will be converted into common stock of Pageflex, Inc. (formerly known as MSDH). In connection with the Merger, the 6.5% Series A Redeemable Preferred Stock of MSDH held by you will remain outstanding and not be exchanged, and concurrently with execution of this letter agreement you are entering into a Voting Agreement and Agreement Concerning Preferred Stock in the form attached hereto as Exhibit A (the “Voting Agreement”).

In connection with the Merger and in consideration for entering into the Voting Agreement, we propose that:

(i) the Warrant to Purchase Common Stock dated as of October 10, 2012, issued by MSDH in favor of Altshuler Shaham Provident Funds and Pension Ltd (“Altshuler”) in respect of 1,492,535 shares of common stock of MSDH at an exercise price of $0.67 (the “Warrant”), be amended by an amendment agreement, substantially in the form attached hereto as Exhibit B, pursuant to which the Warrant in favor of Altshuler shall be in respect of 3,999,994 shares of common stock of Pageflex, Inc. (formerly known as MSDH) at an exercise price of $0.25; and

(ii) the Certificate of Designation of the 6.5% Series A Redeemable Preferred Stock of MSDH be amended by a certificate of amendment, substantially in the form attached hereto as Exhibit C, pursuant to which (A) dividends shall be due on an annual basis, payable following the end of each calendar year (rather than at the end of the five (5) year period) provided that such dividends do not exceed an aggregate amount of 15% of profits from such calendar year, and provided that a deficit in distribution of dividends in any given year will be carried forward to subsequent years until fully paid, and (B) the definition of “Liquidation Event” will exclude the Merger.

Subject to closing of the Merger, Pageflex, Inc. (formerly known as MSDH) and the initial directors of which will be the directors of the Company at the closing of the Merger, will consummate the abovementioned changes immediately after the closing.

If the Merger Agreement is not executed within 14 days of the date hereof, this letter agreement (and any agreement entered into between us thereunder) shall be null and void.

Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter and returning such copy to the Company. If you have any questions concerning the foregoing please contact the undersigned.

Sincerely yours,

/s/ Pinhas Romik

Pinhas Romik

President, Pageflex Acquisitions, Inc.

Agreed and accepted on behalf of Altshuler Shaham Provident Funds and Pension Ltd
Signature:	/s/ Yoni Ophir
By:	Yoni Ophir
Title:	Credit Officer
Date:	August 20, 2013
Signature:	/s/ Yair Levinstein
By:	Yair Levinstein
Title:	CEO
Date:	August 20, 2013

(Signature page to Side_Letter_Altshuler_-_Pageflex_Acquisitions-18-August-2013)

Exhibit A

VOTING AGREEMENT AND

AGREEMENT CONCERNING PREFERRED STOCK

VOTING AGREEMENT AND AGREEMENT CONCERNING PREFERRED STOCK (this “Agreement”), dated as of August __, 2013, by and among Pageflex Acquisitions, Inc., a Delaware corporation (“Merger SPV”), Marlborough Software Development Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Stockholder”).

WHEREAS, concurrently with the execution of this Agreement, the Company and Merger SPV have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger”) of Merger SPV and the Company pursuant to the terms and conditions of the Merger Agreement;

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, each of Merger SPV and the Company has required that Stockholder execute and deliver this Agreement;

WHEREAS, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to any and all shares of (i) 6.5% Series A Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”), and (ii) common stock, par value $0.01 per share, of the Company (the “Company Common Stock” and, together with the Company Preferred Stock, the “Company Stock”) beneficially owned by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Company Stock pursuant to Section 6 hereof, the “Shares”);

WHEREAS, the Company issued and sold to Stockholder certain of its shares of Company Preferred Stock pursuant to that certain Securities Purchase Agreement, dated as of October 10, 2012, among the Company, Stockholder and the other investor party thereto (the “Purchase Agreement”);

WHEREAS, the designations, rights, and preferences of the Company Preferred Stock are governed by the Certificate of Designation for Company Preferred Stock, dated as of October 9, 2012 and filed with the Delaware Secretary of State (the “Certificate of Designation”);

WHEREAS, pursuant to the Purchase Agreement, the Company granted Stockholder certain registration rights as set forth therein;

WHEREAS, by virtue of the Merger, each share of Company Preferred Stock issued and outstanding immediately prior to Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time; and

WHEREAS, the Company and Stockholder desire to take certain actions in connection with the treatment of the Company Preferred Stock in the Merger, as further set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

2. Representations of Stockholder. Stockholder represents and warrants to Merger SPV and the Company that:

(a) (i) Stockholder owns all of the Original Shares free and clear of all liens, and (ii) except pursuant hereto, there are no agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.

(b) Stockholder does not own any shares of Company Stock other than (i) the Original Shares and (ii) the options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Options”).

(c) Stockholder has full authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

(d) [For Institutional investors only: Other than the approval of this Agreement by the investment committee of the Stockholder,] No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or, to the Stockholder’s knowledge, other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. [For individuals only: No consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.]

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3. Agreement to Vote Shares.

Stockholder agrees during the term of this Agreement to vote the Original Shares (or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof.

4. No Voting Trusts or Other Arrangement. Stockholder agrees that Stockholder will not deposit any of the Original Shares in a voting trust, grant any proxies with respect to the Original Shares inconsistent with the terms of this Agreement or subject any of the Original Shares to any arrangement with respect to the voting of the Original Shares other than this Agreement.

5. Transfer and Encumbrance.

Stockholder agrees that during the term of this Agreement, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of (other than pursuant to the Warrant to Purchase Common Stock issued to the Stockholder by the Company) or encumber (“Transfer”) any of the Original Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder’s voting or economic interest therein. Any attempted Transfer of Original Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by Stockholder to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or upon the death of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Merger SPV and the Company, to be bound by all of the terms of this Agreement.

6. Additional Shares. Stockholder agrees that all shares of Company Stock that Stockholder purchases or acquires after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Original Shares for all purposes of this Agreement.

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7. Waiver of Appraisal and Dissenters’ Rights. Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that Stockholder may have by virtue of ownership of the Shares.

8. Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) a Company Acquisition Proposal (for purpose of this definition, replacing all references in such definition to 20% with 50%) is submitted to the Company or its shareholders by any person or entity (other than Merger SPV) at a price per share in excess of the Merger Consideration and such offer is not matched, within five (5) business days, by Merger SPV in a written offer to the Company or its shareholders at a price per share equal to at least the offered price per share of such other person or entity; and (iv) December 31, 2013. In the event of termination of this Agreement, this Agreement shall become null and void and have no effect. The Company shall notify the Stockholder in writing promptly upon the occurrence of any of the foregoing events.

9. [For directors and officers only: No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.]

10. Actions Regarding Company Preferred Stock.

(a) Stockholder acknowledges and agrees that: (i) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time, having such rights, preferences, and privileges as set forth in the Certificate of Incorporation of the Surviving Corporation, (ii) the shares of Company Preferred Stock of the Surviving Corporation shall have the same economic rights with respect to dividends and distributions upon liquidation as the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time and (iii) based on the representations of the Merger SPV in Section 11 herein, the percentage interest of the Stockholder in the voting rights of the Company (including its voting rights) thereafter shall be at least equal to its percentage interest in the voting rights of the Company immediately prior to the Effective Time.

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(b) Notwithstanding anything contained in the Certificate of Designation to the contrary, and notwithstanding the fact that the Merger constitutes a “Liquidation Event” under the Certificate of Designation, Stockholder hereby waives any rights it may have under the Certificate of Designation to receive the Liquidation Preference (as defined in the Certificate of Designation) and any accrued and unpaid dividends or distributions solely as a result of the Merger. It is hereby clarified, for the avoidance of any doubt, that the Stockholder shall be entitled to receive the Liquidation Preference and any accrued and unpaid dividends or distributions from the date of the issuance of the Company Preferred Stock to the Stockholder upon any other Liquidation Event or as otherwise set forth in the Certificate of Designation. No waiver by the Stockholder hereunder shall be deemed to be or construed as a further or continuing waiver of any other right of the Stockholder under the Certificate of Designation. Stockholder hereby agreeing that no consideration will be paid in the Merger in respect of the Company Preferred Stock, but each share of Company Preferred Stock issued and outstanding immediately prior the Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time.

(c) Subject to the consummation of the Merger, the Company and Stockholder hereby agree that, effective as of the Effective Date, Article 7 (Registration Rights) contained in the Purchase Agreement shall have no further force and effect until such time, if any, following the Effective Time that the Company shall consummate an initial public offering of any of its securities.

11. Representations of Merger SPV. Merger SPV represents and warrants to Stockholder and the Company that the number of issued and outstanding shares of common stock of the Merger SPV immediately preceding the Effective Time shall not exceed the number of issued and outstanding shares of Company Common Stock immediately preceding the Effective Time.

12. Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law.

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13. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provisions hereof by a party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

14. Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the tenth (10^th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14):

If to Merger SPV:

MSDH Inc.

500 Nickerson Road

Marlborough MA 01752

Attention: Jim Dore

With a copy to:

Herzog, Fox & Neeman
Asia House
4 Weizmann Street
Tel Aviv 6423904
Israel
Facsimile:	[Intentionally Omitted]
Attention:	Hanan O. Haviv
	Janet Pahima

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If to the Company:

Marlborough Software Development Holdings, Inc.

500 Nickerson Road

Marlborough, MA 01752

Attn: CEO

With a copy to:

Seyfarth Shaw LLP

World Trade Center East

Two Seaport Lane, Suite 300

Boston, Massachusetts 02210-2028

Attention: Gregory L. White, Esq.

Telephone: [Intentionally Omitted]

Facsimile: [Intentionally Omitted]

Email: [Intentionally Omitted]

If to Stockholder, to the address or facsimile number set forth for Stockholder on the signature page hereof.

15. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles that would require the application of the law of another jurisdiction.

(b) In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such Chosen Courts, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Chosen Courts. Any judgment from any such Chosen Court described above may, however, be enforced by any party in any other court in any other jurisdiction.

(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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(d) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, 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 a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by the Company and Merger SPV.

(i) Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that Merger SPV and the Company may assign all or any of their respective rights, interests and obligations hereunder to any of their respective Affiliates. This Agreement is not intended to and shall not confer upon any Person other than the parties any rights hereunder.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

PAGEFLEX ACQUISITIONS, INC.
By:
	Name:
	Title:

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.
By:
	Name:
	Title:
[Shareholder name]
Number of Shares of Company Common Stock Owned as of the Date of this Agreement: Number of Shares of Company Preferred Stock Owned as of the Date of this Agreement: Number of Options Owned as of the Date of this Agreement: Street Address: City/State/Zip Code: Fax:

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Exhibit B

AMENDMENT

TO

WARRANT TO PURCHASE COMMON STOCK

OF

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE

DEVELOPMENT HOLDINGS, INC.)

This Amendment (the “Amendment”) to that certain Warrant to Purchase Common Stock dated as of October 10, 2012 entered into by Marlborough Software Development Holdings, Inc. in favor of              (the “Warrant”) is made as of this      day of                     , 2013, by and between Pageflex, Inc. (formerly known as Marlborough Software Development Holdings, Inc.), a Delaware corporation (the “Company”), and              (the “Holder”).

Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Warrant.

WHEREAS, the Company has issued Warrants to Purchase Common Stock to the Holder pursuant to the Warrant; and

WHEREAS, the Company and the Holder desire to modify certain provisions of the Warrant;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendments.

The Parties hereby expressly agree in writing that:

a) The heading stating “Number of Shares of Common Stock: 1,492,535” be deleted and replaced with the following:

“Number of Shares of Common Stock: 3,999,994”;

b) The first sentence of the Preamble be deleted and replaced with the following:

“Pageflex, Inc. (formerly known as Marlborough Software Development Holdings Inc.), a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,                 , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof pursuant to the terms hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Three Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Four (3,999,994) fully paid nonassessable shares of Common Stock (as defined below), which number is subject to adjustment as set forth herein below (the “Warrant Shares”).”; and

c) Section 1(b) of the Warrant is hereby deleted and replaced in its entirety with the following:

“(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.25, subject to adjustment as provided herein.”.

d) The words “in accordance with the following equation” at the end of the first paragraph of Section 2(d) of the Warrant is hereby deleted and replaced in its entirety with the following:

“in accordance with the following equation (and for the avoidance of any doubt, the exercise price for such additional Warrant Shares shall be zero ($0)):”.

2. No Other Amendments. Except to the extent amended hereby, all of the definitions, terms, provisions and conditions set forth in the Warrant are hereby ratified and confirmed and shall remain in full force and effect. The Warrant and this Amendment shall be read and construed together as a single agreement.

3. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

4. Governing Law. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

5. Counterparts. This Amendment may be executed in any number of counterparts and the signatures delivered by facsimile, each of which shall be deemed an original, will have the same effect as if the signatures were upon the same instrument and delivered in person.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives, all as of the date first written above.

COMPANY:

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.)

By:

Name:

Title:

HOLDER:

[                    ]

By:

Name:

Title:

[Signature page to Amendment to Warrant/ 2013]

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Exhibit C

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF DESIGNATION

OF

6.5% SERIES A REDEEMABLE PREFERRED STOCK

OF

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE

DEVELOPMENT HOLDINGS, INC.)

Pageflex, Inc. (formerly known as Marlborough Software Development Holdings, Inc.) (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify:

1. A resolution providing for an amendment to the Certificate of Designation of the 6.5% Series A Redeemable Preferred Stock of the Corporation, was duly adopted by the Board of Directors of the Corporation and the holders of the 6.5% Series A Redeemable Preferred Stock of the Corporation, which resolution provides as follows:

RESOLVED, that the Certificate of Designation of 6.5% Series A Redeemable Preferred Stock of the Corporation, filed with the Delaware Secretary of State on October 9, 2012, shall be amended by:

1. Deleting “, when and if declared” from the first sentence of Section 3(a) thereof.

2. amending and restating the second sentence of Section 3(a) thereof in its entirety as follows:

“Such dividends shall be cumulative, accrue daily on a quarterly compounding basis from the Issue Date and calculated on the basis of a 360-day year for actual days elapsed, whether or not such dividends have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and shall be due and payable within 30 calendar days following the end of each calendar year, provided, that any such dividends shall not exceed an aggregate amount equal to 15% of the Corporation’s profits for that calendar year according to the financial statements of the Corporation as such financial statements have been

approved by the Board of Directors (the “Profits Threshold”), provided, further, that a deficit in distribution of the Dividend Preference Amount in any given year will be carried forward and will be paid in each of the following years in which the Corporation exceeds the Profits Threshold and otherwise will accrue until it is fully paid. In addition, the Board of Directors of the Corporation may cause dividends to be paid to the holders of the Redeemable Preferred Stock at any other time including without limitation to satisfy a deficit in the Dividend Preference Amount that was paid in previous years. Upon a Liquidation Event or Redemption the Dividend Preference Amount (including any deficit therein) and the Liquidation Preference as to each share of Redeemable Preferred Stock shall be due and payable.”.

3. amending and restating Section 3(b) thereof in its entirety as follows:

“The Board of Directors of the Corporation may not cause dividends to be paid to the holders of Common Stock until the holders of the Redeemable Preferred Stock have received dividends in an aggregate amount equal to the sum of the (i) the Liquidation Preference for each Redeemable Preferred Stock and (ii) the amount of accrued and unpaid dividends thereon in accordance with Section 3(a) above (without taking into account any Profit Threshold).

4. amending and restating the Section 4(a) thereof in its entirety as follows:

“(a) In the event of (1) the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, (2) the sale or disposition of all or any significant assets or business of the Corporation (other than assets relating to the Corporation’s BOLT browser, which as of the date hereof constitutes less than 20% of the Corporation’s revenues) (for the avoidance of doubt, a sale or disposition of assets or of any business of the Corporation generating at least 20% of the Corporation’s revenues in any 12-month period or a sale or grant of exclusive license (other than an Excluded License) to Corporation Intellectual Property generating at least 20% of the Corporation’s revenues in any 12-month period, shall be deemed a sale of a significant portion of the assets or business of the Corporation)) except where such sale, exclusive license or other disposition is to a wholly owned Subsidiary of the Corporation, (3) the merger, recapitalization, reclassification or

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consolidation of the Corporation into or with any other Person, including any issuance of securities (other than the merger of the Company with Pageflex Acquisitions, Inc. under that certain Agreement and Plan of Merger, dated                     , 2013, between the Corporation and Pageflex Acquisitions, Inc.), in a transaction that results in either (i) the Common Stockbeing converted or exchanged into some other security, or (ii) a change in the beneficial ownership of at least fifty percent (50%) of the issued andoutstanding shares of the voting capital stock of the Corporation, or (4) any other transaction having a similar economic effect (each, a “Liquidation Event”), then in each such case each holder of Redeemable Preferred Stock will be entitled to receive and to be paid out of the assets of the Corporation available for distribution to the stockholders of the Corporation, before any payment or distribution is made to holders of JuniorStock (including the Common Stock), in respect of each share of Redeemable Preferred Stock an amount equal to the Liquidation Preference, plusany accumulated and unpaid dividends on such shares to the date fixed for the Liquidation Event (without taking into account any Profit Threshold).”

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Designation to be executed by its duly authorized officer this      day of                     , 2013.

PAGEFLEX, INC. (FORMERLY KNOWN AS

MARLBOROUGH SOFTWARE DEVELOPMENT

HOLDINGS, INC.)

By:                                                                                                  

Name:                                                                                            

Title:                                                                                              

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EX-99.(D)(V)

Exhibit (d)(v)

August 18, 2013

Amos Kaminski

315 68^th St., New York, NY 10021-5692

USA

Dear Amos,

Re: Amendment to terms of Warrants / Preferred Stock

It is our intention that on or about the date hereof, Pageflex Acquisitions, Inc. (the “Company”) and Marlborough Software Development Holdings, Inc. (“MSDH”) will enter into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company shall be merged with and into MSDH (the “Merger”) such that, following the Merger, the separate corporate existence of the Company shall cease, MSDH shall continue as the surviving corporation in the Merger (“Pageflex, Inc. (formerly known as MSDH)”) and each share of common stock of the Company held prior to the closing of the Merger will be converted into common stock of Pageflex, Inc. (formerly known as MSDH). In connection with the Merger, the 6.5% Series A Redeemable Preferred Stock of MSDH held by you will remain outstanding and not be exchanged, and concurrently with execution of this letter agreement you are entering into a Voting Agreement and Agreement Concerning Preferred Stock in the form attached hereto as Exhibit A (the “Voting Agreement”).

In connection with the Merger and in consideration for entering into the Voting Agreement, we propose that:

(i) the Warrant to Purchase Common Stock dated as of October 10, 2012, issued by MSDH in your favor in respect of 1,492,535 shares of common stock of MSDH at an exercise price of $0.67 (the “Warrant”), be amended by an amendment agreement, substantially in the form attached hereto as Exhibit B, pursuant to which the Warrant in your favor shall be in respect of 3,999,994 shares of common stock of Pageflex, Inc. (formerly known as MSDH) at an exercise price of $0.25; and

(ii) the Certificate of Designation of the 6.5% Series A Redeemable Preferred Stock of MSDH be amended by a certificate of amendment, substantially in the form attached hereto as Exhibit C, pursuant to which (A) dividends shall be due on an annual basis, payable following the end of each calendar year (rather than at the end of the five (5) year period) provided that such dividends do not exceed an aggregate amount of 15% of profits from such calendar year, and provided that a deficit in distribution of dividends in any given year will be carried forward to subsequent years until fully paid, and (B) the definition of “Liquidation Event” will exclude the Merger.

Subject to closing of the Merger, Pageflex, Inc. (formerly known as MSDH) and the initial directors of which will be the directors of the Company at the closing of the Merger, will consummate the abovementioned changes immediately after the closing.

If the Merger Agreement is not executed within 14 days of the date hereof, this letter agreement (and any agreement entered into between us thereunder) shall be null and void.

Please confirm that the above correctly reflects our understanding and agreement with respect to the foregoing matters by signing the enclosed copy of this letter and returning such copy to the Company. If you have any questions concerning the foregoing please contact the undersigned.

Sincerely yours,

/s/ Pinhas Romik

Pinhas Romik

President, Pageflex Acquisitions, Inc.

Agreed and accepted by Amos Kaminski:
Signature:	/s/ Amos Kaminski
Date:	August 19, 2013

(Signature page to Side_Letter_Kaminski_-_Pageflex_Acquisitions-18-August-2013)

Exhibit A

VOTING AGREEMENT AND

AGREEMENT CONCERNING PREFERRED STOCK

VOTING AGREEMENT AND AGREEMENT CONCERNING PREFERRED STOCK (this “Agreement”), dated as of August __, 2013, by and among Pageflex Acquisitions, Inc., a Delaware corporation (“Merger SPV”), Marlborough Software Development Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Stockholder”).

WHEREAS, concurrently with the execution of this Agreement, the Company and Merger SPV have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger”) of Merger SPV and the Company pursuant to the terms and conditions of the Merger Agreement;

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, each of Merger SPV and the Company has required that Stockholder execute and deliver this Agreement;

WHEREAS, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to any and all shares of (i) 6.5% Series A Redeemable Preferred Stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”), and (ii) common stock, par value $0.01 per share, of the Company (the “Company Common Stock” and, together with the Company Preferred Stock, the “Company Stock”) beneficially owned by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Company Stock pursuant to Section 6 hereof, the “Shares”);

WHEREAS, the Company issued and sold to Stockholder certain of its shares of Company Preferred Stock pursuant to that certain Securities Purchase Agreement, dated as of October 10, 2012, among the Company, Stockholder and the other investor party thereto (the “Purchase Agreement”);

WHEREAS, the designations, rights, and preferences of the Company Preferred Stock are governed by the Certificate of Designation for Company Preferred Stock, dated as of October 9, 2012 and filed with the Delaware Secretary of State (the “Certificate of Designation”);

WHEREAS, pursuant to the Purchase Agreement, the Company granted Stockholder certain registration rights as set forth therein;

WHEREAS, by virtue of the Merger, each share of Company Preferred Stock issued and outstanding immediately prior to Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time; and

WHEREAS, the Company and Stockholder desire to take certain actions in connection with the treatment of the Company Preferred Stock in the Merger, as further set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

2. Representations of Stockholder. Stockholder represents and warrants to Merger SPV and the Company that:

(a) (i) Stockholder owns all of the Original Shares free and clear of all liens, and (ii) except pursuant hereto, there are no agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.

(b) Stockholder does not own any shares of Company Stock other than (i) the Original Shares and (ii) the options, warrants or other rights to acquire any additional shares of Company Stock or any security exercisable for or convertible into shares of Company Stock, set forth on the signature page of this Agreement (collectively, “Options”).

(c) Stockholder has full authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.

(d) [For Institutional investors only: Other than the approval of this Agreement by the investment committee of the Stockholder,] No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or, to the Stockholder’s knowledge, other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. [For individuals only: No consent of Stockholder’s spouse is necessary under any “community property” or other laws in order for Stockholder to enter into and perform its obligations under this Agreement.]

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3. Agreement to Vote Shares.

Stockholder agrees during the term of this Agreement to vote the Original Shares (or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company) in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof.

4. No Voting Trusts or Other Arrangement. Stockholder agrees that Stockholder will not deposit any of the Original Shares in a voting trust, grant any proxies with respect to the Original Shares inconsistent with the terms of this Agreement or subject any of the Original Shares to any arrangement with respect to the voting of the Original Shares other than this Agreement.

5. Transfer and Encumbrance.

Stockholder agrees that during the term of this Agreement, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of (other than pursuant to the Warrant to Purchase Common Stock issued to the Stockholder by the Company) or encumber (“Transfer”) any of the Original Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder’s voting or economic interest therein. Any attempted Transfer of Original Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by Stockholder to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or upon the death of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to Merger SPV and the Company, to be bound by all of the terms of this Agreement.

6. Additional Shares. Stockholder agrees that all shares of Company Stock that Stockholder purchases or acquires after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Original Shares for all purposes of this Agreement.

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7. Waiver of Appraisal and Dissenters’ Rights. Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Merger that Stockholder may have by virtue of ownership of the Shares.

8. Termination. This Agreement shall automatically terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) a Company Acquisition Proposal (for purpose of this definition, replacing all references in such definition to 20% with 50%) is submitted to the Company or its shareholders by any person or entity (other than Merger SPV) at a price per share in excess of the Merger Consideration and such offer is not matched, within five (5) business days, by Merger SPV in a written offer to the Company or its shareholders at a price per share equal to at least the offered price per share of such other person or entity; and (iv) December 31, 2013. In the event of termination of this Agreement, this Agreement shall become null and void and have no effect. The Company shall notify the Stockholder in writing promptly upon the occurrence of any of the foregoing events.

9. [For directors and officers only: No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.]

10. Actions Regarding Company Preferred Stock.

(a) Stockholder acknowledges and agrees that: (i) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time, having such rights, preferences, and privileges as set forth in the Certificate of Incorporation of the Surviving Corporation, (ii) the shares of Company Preferred Stock of the Surviving Corporation shall have the same economic rights with respect to dividends and distributions upon liquidation as the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time and (iii) based on the representations of the Merger SPV in Section 11 herein, the percentage interest of the Stockholder in the voting rights of the Company (including its voting rights) thereafter shall be at least equal to its percentage interest in the voting rights of the Company immediately prior to the Effective Time.

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(b) Notwithstanding anything contained in the Certificate of Designation to the contrary, and notwithstanding the fact that the Merger constitutes a “Liquidation Event” under the Certificate of Designation, Stockholder hereby waives any rights it may have under the Certificate of Designation to receive the Liquidation Preference (as defined in the Certificate of Designation) and any accrued and unpaid dividends or distributions solely as a result of the Merger. It is hereby clarified, for the avoidance of any doubt, that the Stockholder shall be entitled to receive the Liquidation Preference and any accrued and unpaid dividends or distributions from the date of the issuance of the Company Preferred Stock to the Stockholder upon any other Liquidation Event or as otherwise set forth in the Certificate of Designation. No waiver by the Stockholder hereunder shall be deemed to be or construed as a further or continuing waiver of any other right of the Stockholder under the Certificate of Designation. Stockholder hereby agreeing that no consideration will be paid in the Merger in respect of the Company Preferred Stock, but each share of Company Preferred Stock issued and outstanding immediately prior the Effective Time will remain issued and outstanding as shares of Company Preferred Stock of the Surviving Corporation following the Effective Time.

(c) Subject to the consummation of the Merger, the Company and Stockholder hereby agree that, effective as of the Effective Date, Article 7 (Registration Rights) contained in the Purchase Agreement shall have no further force and effect until such time, if any, following the Effective Time that the Company shall consummate an initial public offering of any of its securities.

11. Representations of Merger SPV. Merger SPV represents and warrants to Stockholder and the Company that the number of issued and outstanding shares of common stock of the Merger SPV immediately preceding the Effective Time shall not exceed the number of issued and outstanding shares of Company Common Stock immediately preceding the Effective Time.

12. Specific Performance. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law.

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13. Entire Agreement. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provisions hereof by a party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

14. Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the tenth (10^th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14):

If to Merger SPV:

MSDH Inc.

500 Nickerson Road

Marlborough MA 01752

Attention: Jim Dore

With a copy to:

Herzog, Fox & Neeman
Asia House
4 Weizmann Street
Tel Aviv 6423904
Israel
Facsimile:	[Intentionally Omitted]
Attention:	Hanan O. Haviv
	Janet Pahima

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If to the Company:

Marlborough Software Development Holdings, Inc.

500 Nickerson Road

Marlborough, MA 01752

Attn: CEO

With a copy to:

Seyfarth Shaw LLP

World Trade Center East

Two Seaport Lane, Suite 300

Boston, Massachusetts 02210-2028

Attention: Gregory L. White, Esq.

Telephone: [Intentionally Omitted]

Facsimile: [Intentionally Omitted]

Email: [Intentionally Omitted]

If to Stockholder, to the address or facsimile number set forth for Stockholder on the signature page hereof.

15. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of law principles that would require the application of the law of another jurisdiction.

(b) In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such Chosen Courts, and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Chosen Courts. Any judgment from any such Chosen Court described above may, however, be enforced by any party in any other court in any other jurisdiction.

(c) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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(d) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, 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 a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by the Company and Merger SPV.

(i) Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that Merger SPV and the Company may assign all or any of their respective rights, interests and obligations hereunder to any of their respective Affiliates. This Agreement is not intended to and shall not confer upon any Person other than the parties any rights hereunder.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

PAGEFLEX ACQUISITIONS, INC.
By:
	Name:
	Title:

MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.
By:
	Name:
	Title:
[Shareholder name]
Number of Shares of Company Common Stock Owned as of the Date of this Agreement: Number of Shares of Company Preferred Stock Owned as of the Date of this Agreement: Number of Options Owned as of the Date of this Agreement: Street Address: City/State/Zip Code: Fax:

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Exhibit B

AMENDMENT

TO

WARRANT TO PURCHASE COMMON STOCK

OF

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE

DEVELOPMENT HOLDINGS, INC.)

This Amendment (the “Amendment”) to that certain Warrant to Purchase Common Stock dated as of October 10, 2012 entered into by Marlborough Software Development Holdings, Inc. in favor of              (the “Warrant”) is made as of this      day of                     , 2013, by and between Pageflex, Inc. (formerly known as Marlborough Software Development Holdings, Inc.), a Delaware corporation (the “Company”), and              (the “Holder”).

Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Warrant.

WHEREAS, the Company has issued Warrants to Purchase Common Stock to the Holder pursuant to the Warrant; and

WHEREAS, the Company and the Holder desire to modify certain provisions of the Warrant;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendments.

The Parties hereby expressly agree in writing that:

a) The heading stating “Number of Shares of Common Stock: 1,492,535” be deleted and replaced with the following:

“Number of Shares of Common Stock: 3,999,994”;

b) The first sentence of the Preamble be deleted and replaced with the following:

“Pageflex, Inc. (formerly known as Marlborough Software Development Holdings Inc.), a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,                 , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof pursuant to the terms hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Three Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Four (3,999,994) fully paid nonassessable shares of Common Stock (as defined below), which number is subject to adjustment as set forth herein below (the “Warrant Shares”).”; and

c) Section 1(b) of the Warrant is hereby deleted and replaced in its entirety with the following:

“(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.25, subject to adjustment as provided herein.”.

d) The words “in accordance with the following equation” at the end of the first paragraph of Section 2(d) of the Warrant is hereby deleted and replaced in its entirety with the following:

“in accordance with the following equation (and for the avoidance of any doubt, the exercise price for such additional Warrant Shares shall be zero ($0)):”.

2. No Other Amendments. Except to the extent amended hereby, all of the definitions, terms, provisions and conditions set forth in the Warrant are hereby ratified and confirmed and shall remain in full force and effect. The Warrant and this Amendment shall be read and construed together as a single agreement.

3. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment.

4. Governing Law. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

5. Counterparts. This Amendment may be executed in any number of counterparts and the signatures delivered by facsimile, each of which shall be deemed an original, will have the same effect as if the signatures were upon the same instrument and delivered in person.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives, all as of the date first written above.

COMPANY:

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC.)

By:

Name:

Title:

HOLDER:

[                    ]

By:

Name:

Title:

[Signature page to Amendment to Warrant/ 2013]

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Exhibit C

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF DESIGNATION

OF

6.5% SERIES A REDEEMABLE PREFERRED STOCK

OF

PAGEFLEX, INC. (FORMERLY KNOWN AS MARLBOROUGH SOFTWARE

DEVELOPMENT HOLDINGS, INC.)

Pageflex, Inc. (formerly known as Marlborough Software Development Holdings, Inc.) (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify:

1. A resolution providing for an amendment to the Certificate of Designation of the 6.5% Series A Redeemable Preferred Stock of the Corporation, was duly adopted by the Board of Directors of the Corporation and the holders of the 6.5% Series A Redeemable Preferred Stock of the Corporation, which resolution provides as follows:

RESOLVED, that the Certificate of Designation of 6.5% Series A Redeemable Preferred Stock of the Corporation, filed with the Delaware Secretary of State on October 9, 2012, shall be amended by:

1. Deleting “, when and if declared” from the first sentence of Section 3(a) thereof.

2. amending and restating the second sentence of Section 3(a) thereof in its entirety as follows:

“Such dividends shall be cumulative, accrue daily on a quarterly compounding basis from the Issue Date and calculated on the basis of a 360-day year for actual days elapsed, whether or not such dividends have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, and shall be due and payable within 30 calendar days following the end of each calendar year, provided, that any such dividends shall not exceed an aggregate amount equal to 15% of the Corporation’s profits for that calendar year according to the financial statements of the Corporation as such financial statements have been

approved by the Board of Directors (the “Profits Threshold”), provided, further, that a deficit in distribution of the Dividend Preference Amount in any given year will be carried forward and will be paid in each of the following years in which the Corporation exceeds the Profits Threshold and otherwise will accrue until it is fully paid. In addition, the Board of Directors of the Corporation may cause dividends to be paid to the holders of the Redeemable Preferred Stock at any other time including without limitation to satisfy a deficit in the Dividend Preference Amount that was paid in previous years. Upon a Liquidation Event or Redemption the Dividend Preference Amount (including any deficit therein) and the Liquidation Preference as to each share of Redeemable Preferred Stock shall be due and payable.”.

3. amending and restating Section 3(b) thereof in its entirety as follows:

“The Board of Directors of the Corporation may not cause dividends to be paid to the holders of Common Stock until the holders of the Redeemable Preferred Stock have received dividends in an aggregate amount equal to the sum of the (i) the Liquidation Preference for each Redeemable Preferred Stock and (ii) the amount of accrued and unpaid dividends thereon in accordance with Section 3(a) above (without taking into account any Profit Threshold).

4. amending and restating the Section 4(a) thereof in its entirety as follows:

“(a) In the event of (1) the voluntary or involuntary liquidation, winding-up or dissolution of the Corporation, (2) the sale or disposition of all or any significant assets or business of the Corporation (other than assets relating to the Corporation’s BOLT browser, which as of the date hereof constitutes less than 20% of the Corporation’s revenues) (for the avoidance of doubt, a sale or disposition of assets or of any business of the Corporation generating at least 20% of the Corporation’s revenues in any 12-month period or a sale or grant of exclusive license (other than an Excluded License) to Corporation Intellectual Property generating at least 20% of the Corporation’s revenues in any 12-month period, shall be deemed a sale of a significant portion of the assets or business of the Corporation)) except where such sale, exclusive license or other disposition is to a wholly owned Subsidiary of the Corporation, (3) the merger, recapitalization, reclassification or

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consolidation of the Corporation into or with any other Person, including any issuance of securities (other than the merger of the Company with Pageflex Acquisitions, Inc. under that certain Agreement and Plan of Merger, dated                     , 2013, between the Corporation and Pageflex Acquisitions, Inc.), in a transaction that results in either (i) the Common Stockbeing converted or exchanged into some other security, or (ii) a change in the beneficial ownership of at least fifty percent (50%) of the issued andoutstanding shares of the voting capital stock of the Corporation, or (4) any other transaction having a similar economic effect (each, a “Liquidation Event”), then in each such case each holder of Redeemable Preferred Stock will be entitled to receive and to be paid out of the assets of the Corporation available for distribution to the stockholders of the Corporation, before any payment or distribution is made to holders of JuniorStock (including the Common Stock), in respect of each share of Redeemable Preferred Stock an amount equal to the Liquidation Preference, plusany accumulated and unpaid dividends on such shares to the date fixed for the Liquidation Event (without taking into account any Profit Threshold).”

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Designation to be executed by its duly authorized officer this      day of                     , 2013.

PAGEFLEX, INC. (FORMERLY KNOWN AS

MARLBOROUGH SOFTWARE DEVELOPMENT

HOLDINGS, INC.)

By:                                                                                                  

Name:                                                                                            

Title:                                                                                              

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