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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

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

Registration No. 333-174211

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BANCTEC, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
Incorporation or organization) 7374
(Primary standard industrial
classification code number) 75-1559633
(I.R.S. Employer
Identification No.)

2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

J. Coley Clark
Chairman and Chief Executive Officer
BancTec, Inc.
2701 E. Grauwyler Road
Irving, Texas 75061
(972) 821-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alexander D. Lynch
Weil, Gotshal & Manges LLP
767 Fifth Avenue,
New York, NY 10153
Telephone: 212-310-8971
Facsimile: 212-310-8007 D. Gilbert Friedlander
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, TX 75201
Telephone: 214-746-8178
Facsimile: 214-746-7777 Jonathan H. Talcott
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue NW, Suite 900
Washington, DC 20001
Telephone: 202-712-2806
Facsimile: 202-712-2856 Glenn W. Sturm
Nelson Mullins Riley & Scarborough LLP
Atlantic Station
201 17th Street NW, Suite 1700
Atlanta, GA 30363
Telephone: 404-322-6106
Facsimile: 404-322-6151

Approximate date of commencement of proposed sale to public:
As soon as practicable after the Registration Statement becomes effective.

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

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

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

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

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

Large accelerated filer o Accelerated filer o Non accelerated filer ý
(Do not check if a smaller
reporting company) Smaller reporting company o

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

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 10, 2011.

Preliminary Prospectus

                  Shares

Common Stock

        BancTec, Inc. is offering            shares of its common stock and the selling stockholders named in this prospectus are offering an additional            shares of common stock. Each share of common stock offered hereby will have associated with it one preferred stock purchase right. We will not receive any proceeds from the sale of shares by the selling stockholders.

        This is our initial public offering. We currently expect the initial public offering price of our common stock to be between $            and $            .

        Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on The NASDAQ Global Market under the symbol of "BTEC."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 11 of this prospectus to read about the risks you should consider before investing in our common stock.

	Per Share	Total
Public offering price
Discounts and commissions to underwriters
Offering proceeds to Issuer, before expenses
Offering proceeds to selling stockholders

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        We have granted the underwriters the right to purchase up to                        additional shares of our common stock at the public offering price, less the underwriting discount, within thirty days from the date of the underwriting agreement to cover over-allotments, if any.

William Blair & Company

Needham & Company, LLC

D.A. Davidson & Co.

The date of this prospectus is                                    , 2011

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	5
Summary Consolidated Financial Data	6
Risk Factors	11
Cautionary Statement Concerning Forward Looking Statements	29
Notice to Investors	31
Market Data	31
Use of Proceeds	32
Dividend Policy	32
Capitalization	33
Dilution	34
Selected Consolidated Financial Data	36
Management's Discussion and Analysis of Financial Condition and Results of Operations	41
Business	74
Management	84
Executive Compensation	92
Principal and Selling Stockholders	112
Certain Relationships and Related Party Transactions	114
Description of Capital Stock	116
Shares Eligible for Future Sale	122
Underwriters	125
U.S. Federal Income Tax Considerations to Non-U.S. Holders	128
Change in Accountants	131
Legal Matters	132
Experts	132
Where You Can Find Information	132
Index to Consolidated Financial Statements and Schedule	F-1

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including, in particular, the "Risk Factors" section beginning on page 11 of this prospectus and the consolidated financial statements and related notes included elsewhere in this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to "BancTec," "we," "our," and "us" refer to BancTec, Inc. and its consolidated subsidiaries.

BancTec, Inc.

Our Business

        BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Inc. ("Aflac"), Bank of America N.A. ("Bank of America"), Discover Financial Services ("Discover"), Hewlett Packard Company ("HP"), U.S. Bancorp N.A. ("U.S. Bank") and Swedbank AB ("Swedbank").

        We offer our solutions on a fully outsourced basis, which we own and manage, or on an in-house basis that is acquired and deployed by our clients. We have provided in-house solutions to our clients for nearly 40 years and began offering our fully outsourced solution, which we refer to as business processing outsourcing, or BPO, in 2005. Given the relatively short history of offering BPO services, most of our clients currently deploy our solutions on an in-house basis. Our BPO services use the same software and hardware as our in-house deployments, which facilitates the transition from an in-house to a fully outsourced solution.

        Our BPO services are provided through our 19 BPO centers located throughout the world. These centers leverage a common proprietary software and hardware technology platform that is designed to provide reliability, security and consistently high levels of performance. Our BPO services include financial process services, electronic document management services and finance and administrative services. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees. Our BPO revenue has increased every year since we began offering BPO services to our clients. BPO revenue accounted for approximately 11% of total revenue in 2006 and has grown to approximately 38% of total revenue in 2010.

        Clients who do not use our BPO services for their processing needs can acquire our internally-developed software and hardware solutions to deploy on an in-house basis. We integrate these solutions within our clients' existing business processes. Our in-house solutions are generally sold with a combination of upfront fees, additional fees and recurring annual maintenance fees.

Our Industry

        Globalization and rapid technological innovation are creating an increasingly competitive business environment that requires enterprises to fundamentally change their business processes. This environment is characterized by greater focus on increased quality, lower costs, faster turnaround and heightened regulatory scrutiny. Those companies that process high volumes of payments, documents and other content are particularly challenged by this environment. To make necessary changes and adequately address these needs, companies are focusing on their core competencies and utilizing cost-effective outsourced solutions to improve productivity, lower costs and manage operations more

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efficiently. Third party research organization NelsonHall, in its report "Global BPO Market Forecast: 2010-2014," dated September 2010 (the "NelsonHall Report"), estimated the size of the global BPO market at $292.6 billion in 2010 and projects that the market will increase at a 7.1% compound annual growth rate to $385.5 billion in 2014.

        By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction. These benefits are highly relevant in the wake of legislation and industry standards such as the Patient Protection and Affordable Care Act (the "Obama Healthcare Plan"), the Sarbanes-Oxley Act of 2002 ("SOX"), the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Payment Card Industry Data Security Standard ("PCI DSS") and the EU Data Protection Directive, which have enhanced the importance of compliance, security practices and internal controls.

        We believe our business will be positively impacted by these industry dynamics in the future.

Our Solution

        Whether delivered as a BPO service or an in-house solution, our software, hardware and process expertise helps our clients improve throughput, accuracy, cost, exception handling and data delivery. Our payment processing services and solutions bring speed and efficiency to billing and processing of remittances, checks and giros, accounts payable, tax payments and healthcare payments. Our document management solutions and services use recognition technology to capture and process various types of information, including machine print, handwriting, signatures, pictures and bar codes. We offer services and solutions for processing high-volume and complex business transactions, including account origination, scan-to-archive transactions and processing of loans, credit cards, claims and inbound correspondence.

Our Competitive Strengths

        Our principal competitive strengths include:

•

Proven Deployment Across a Sizeable Client Base.  We currently serve over 1,800 clients. We believe the long-standing relationships we have developed with these clients provide us with a captive base from which to cross-sell our BPO services to those not currently using them. We have significant experience in deploying and maintaining outsourcing and transaction processing solutions for many of the world's largest and most complex organizations. We leverage our long-standing client relationships and proven deployment knowledge to convert clients from in-house solutions to BPO services. Our clients have come to trust our ability to efficiently and securely deploy hardware and software solutions for their most mission-critical processes. Our process of converting clients from in-house solutions to BPO services is aided by the fact that the same technology and systems are used in both deployments.

•

Deep Domain Expertise in Improving Business Processes.  We benefit from nearly 40 years of experience in the payment processing and document management industry. This intellectual capital has enabled us to develop in-depth knowledge of our clients' business processes and industries, allowing us to provide high-value services and solutions. Our extensive domain and process expertise has enabled us to expand our role with current clients and attract new clients.

•

Extensive Solutions.  Our clients rely upon our internally-developed solutions to manage their most important business processes. We have an extensive set of products and solutions that allow us to address many different aspects of our clients' business processes. We believe the functionality, performance and quality of our solutions are well recognized in the industry and

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are highly differentiated. We continuously develop services and solutions based on new and evolving technology and market demand.

•

Strong Barriers to Entry.  The clients that use our proprietary software and hardware have made a substantial financial investment in our solutions and incorporated them into their critical business processes. Our BPO clients have also entrusted us with managing these critical processes on their behalf. We believe that the embedded investment and the associated switching costs that would be incurred if a client were to move to a different provider creates a significant barrier to entry.

•

Experienced Management Team.  Our senior management team has over 100 years of payment processing and document management experience and has held leadership positions at large, global BPO organizations, such as HP, Electronic Data Systems, Inc. ("EDS"), a division of HP and Affiliated Computer Services, Inc. ("ACS"), a subsidiary of Xerox Corporation. By leveraging this experience as well as a culture of developing strong relationships with senior level contacts at large organizations around the world, we believe we are better able to expand our BPO services and increase our revenues. Our management team is focused on delivering robust solutions and high levels of customer satisfaction.

Our Strategy

        We intend to enhance our competitive position in payment processing and document management solutions and services. The key elements of our strategy include:

•

Convert Existing In-house Clients to BPO Clients.  We believe there is a significant growth opportunity in converting our existing in-house clients to BPO clients. In recent years, several of our clients, including Aflac, British Airways Plc ("British Airways") and Discover have transitioned to our BPO services as they recognize the benefits of using an outsourced solution. When such transitions occur, we typically experience annual revenue from these clients that is several fold greater than what we had previously received. We anticipate that more clients will migrate to our BPO services as they come to recognize the benefits of utilizing our outsourced services as opposed to performing their processing activities on an in-house basis.

•

Grow Recurring Revenue.  We have established and maintain long-term relationships with our clients by entering into multi-year contracts that include the payment of monthly or transactional fees, which enables us to generate recurring revenue. We believe that as we expand our BPO business we will continue to grow our recurring revenue base.

•

Leverage Process Automation and Offshoring to Improve Margins.  We are focused on increasing our workforce productivity and efficiencies by integrating applications, expanding our India-based labor resources and using internally developed software and hardware solutions throughout our operations and delivery centers. We seek to continue to improve our BPO margins through business process automation and by using the lower cost labor at our captive offshore facility in Delhi, India.

•

Expand Addressable Markets.  We intend to focus on expanding the addressable markets for our solutions and BPO services. We believe there is a significant opportunity to target clients in additional document- and compliance-intensive industries, such as the healthcare industry. We also market our payment processing and document management experience to help our clients transition other aspects of their businesses from paper-based to digital processes. We will also seek to continue to expand the marketing of our BPO services in other geographic regions including Africa, Asia and Latin America.

•

Pursue Strategic Acquisitions.  We seek to expand our capabilities and geographic reach through acquisitions of businesses and products that complement our portfolio of offerings, allowing us

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to better penetrate our target markets and expand our client base. We have successfully identified, completed and integrated four acquisitions since 2007: Beta Systems ECM Solutions GMBH ("ECM"), PrivatGirot AB ("PrivatGirot"), Document@Work and DocuData Solutions, L.C. ("DocuData").

Risks Affecting Us

        Our business is subject to a number of risks as discussed more fully in the section entitled "Risk Factors" beginning on page 11 of this prospectus, which you should read in its entirety. In particular:

•

We have experienced net losses during the last seven years and may not be able to achieve and sustain profitability in the future;

•

If our services or solutions become obsolete or less competitive or are not accepted by the market, our business, ability to become profitable and financial condition could be materially adversely affected;

•

The market for our services and solutions is highly competitive, and our inability to compete with other providers of BPO services and hardware and software solutions could harm our revenue and our ability to become profitable;

•

If we fail to successfully implement our business strategy, including expansion of our sources of recurring revenue and continued growth of our BPO services, we may be unable to sustain our historical growth rate and unable to become profitable;

•

Protection of our intellectual property is limited, and any misuse of our intellectual property by others could harm our business, reputation and competitive position;

•

We may be subject to claims that our services or solutions violate the patents or other intellectual property of others, which would be costly and time-consuming to defend. If our services and solutions are found to infringe the patents or other intellectual property rights of others, we may be required to change our business practices or pay significant costs and monetary penalties;

•

We have not registered copyrights for many of our products, which may limit our ability to enforce them; and

•

Operational failures in our outsourcing or transaction processing facilities could harm our business and reputation.

Corporate Information

        We were founded as a Texas corporation in 1972. Our principal executive offices are located at 2701 E. Grauwyler Road, Irving, Texas 75061 and we maintain a regional headquarters facility in London, United Kingdom. Worldwide, we have operations in 15 countries. We have five major BPO facilities, 13 satellite BPO facilities and one captive offshore BPO facility. Our website is www.banctec.com and our main telephone number is (972) 821-4000. Information on our website is not part of or incorporated into this prospectus and should not be relied upon in determining whether to make an investment in our common stock.

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THE OFFERING

Common stock offered by us	shares (or                shares if the underwriters exercise their over-allotment option in full)
Common stock offered by the selling stockholders	shares
Common stock to be outstanding after this offering(1)	shares (or                shares if the underwriters exercise their over-allotment option in full)
Dividend policy	We have not historically paid dividends and we do not anticipate paying cash dividends on shares of our common stock for the foreseeable future.
Use of proceeds	We intend to use all of the net proceeds of the offering to pay down a portion of the outstanding balance on our Revolving Credit Facility, as defined herein. We will not receive any proceeds from the sale of shares by the selling stockholders. See "Use of Proceeds."
Listing	Our common stock is not currently listed on any public national securities exchange. We have applied to list our common stock on The NASDAQ Global Market under the symbol "BTEC."
Preferred stock purchase rights	Each share of common stock offered hereby will have associated with it one preferred stock purchase right under the rights plan which we adopted in October 2010. Each of these rights entitles its holder to purchase one one-thousandth of a share of Series A Preferred Stock (as defined herein) at a purchase price specified in the rights plan under the circumstances provided therein. See "Description of Capital Stock—Stockholder Rights Plan."
Risk factors	For a discussion of risks that you should consider before making an investment, see "Risk Factors" on page 11.

(1)

The number of shares outstanding after this offering is based on 18,008,048 shares of common stock outstanding as of July 29, 2011. This includes 2,476,719 shares of restricted stock granted pursuant to our Equity Incentive Plans, as defined herein (915,938 of which have vested), and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, as defined herein, and excludes 317,895 restricted stock units granted pursuant to the 2007 Director Plan, in each case issued and outstanding, as of July 29, 2011. See "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—Equity Incentive Plans" for a description of these plans.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain of our summary consolidated financial information for the periods represented. The financial data for the years ended December 31, 2006, 2007, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the six months ended June 30, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

        The financial data presented below, and throughout this prospectus, have been adjusted to reflect the January 2009 sale of our Information Technology Services Management ("ITSM") division in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10. See "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus.

        The data presented below should be read in conjunction with, and are qualified in their entirety by reference to "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

				Years Ended December 31,															Six Months Ended June 30,
				2006			2007			2008			2009			2010			2010			2011
				(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	92,136		$	97,667		$	74,434		$	71,315		$	53,500		$	24,182		$	27,639
		Software services			43,999			44,650			43,521			35,276			35,217			17,516		$	20,691
		Maintenance and other services			91,462			95,879			90,142			72,937			67,685			30,748		$	33,506
		Business process outsourcing			28,792			37,283			63,823			93,104			97,809			48,504		$	46,709
			Total revenue		256,389			275,479			271,920			272,632			254,211			120,950			128,545
	Gross profit				83,056			88,864			76,219			74,771			68,168			26,784			36,504
	Operating expenses
		Research and development			7,275			6,506			5,179			4,246			5,093			2,545			3,096
		Selling, general and administrative			59,568			73,669			79,102			69,321			77,601			37,314			38,162
		Goodwill impairment			—			—			23,442			—			—			—			—
			Total operating expenses		66,843			80,175			107,723			73,567			82,694			39,859			41,258
	Operating income (loss)				16,213			8,689			(31,504	)		1,204			(14,526	)		(13,075	)		(4,754	)
	Other income (expenses)(1)				(20,104	)		(15,626	)		503			(5,365	)		(5,389	)		772			(3,153	)
	Loss from continuing operations before income tax				(3,891	)		(6,937	)		(31,001	)		(4,161	)		(19,915	)		(12,303	)		(7,908	)
	Income tax expense				3,875			6,613			2,355			3,293			2,361			(402	)		1,222
	Net loss from continuing operations			$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(11,901	)	$	(9,129	)
	Net loss per share from continuing operations
		Basic and diluted		$	(1.28	)	$	(1.51	)	$	(2.15	)	$	(0.48	)	$	(1.39	)	$	(0.74	)	$	(0.56	)
Other Financial Data:
	Adjusted EBITDA(2)			$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	7,615		$	10,000

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	June 30, 2011
	Actual		As Adjusted(3)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	9,036
Total assets		213,597
Revolving Credit Facility		47,460
Long-term debt, less current maturities		14,633
Total liabilities		162,095
Stockholders' equity		51,502

        The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

	Years Ended December 31,															Six Months Ended June 30
	2006			2007			2008			2009			2010			2010			2011
	(in thousands)
Net loss from continuing operations	$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(11,901	)	$	(9,129	)
Income tax expense		3,875			6,613			2,355			3,293			2,361			(402	)		1,222
Interest income		(213	)		(747	)		(219	)		(437	)		(68	)		(18	)		(15	)
Interest expense		20,192			14,964			3,583			4,241			4,189			1,842			2,692
Outsourcing contract cost amortization		526			2,298			2,883			3,497			4,341			2,084			2,307
Depreciation and amortization		11,483			10,491			15,299			15,276			16,452			7,771			8,525
IPO related costs(4)		—			—			—			—			2,933			—			—
Purchase accounting adjustment(5)		—			—			—			—			1,110			318			—
Restructure costs(6)		1,685			680			2,993			815			4,677			3,451			1,187
Deal costs(7)		—			—			—			—			3,179			1,387			—
Stock-based compensation		249			2,501			4,183			5,144			6,022			3,082			3,211
PrivatGirot gain(8)		—			—			—			(561	)		—
Goodwill impairment		—			—			23,442			—			—			—
Adjusted EBITDA	$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	7,615		$	10,000

(1)

Other income (expenses) includes interest expense, interest income, and sundry expenses, which are comprised of exchange rate gains and losses and other miscellaneous expenses.

(2)

We define Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) as net income (loss) from continuing operations (as calculated under generally accepted accounting principles ("GAAP") in the United States) plus net interest expense, income tax expense, depreciation and amortization, outsourcing contract cost amortization, IPO related costs, purchase accounting adjustment, restructure costs, deal related costs, stock-based compensation and goodwill impairments less PrivatGirot gain. Other companies may calculate Adjusted EBITDA differently than we calculate Adjusted EBITDA. We have provided Adjusted EBITDA because we believe it will help investors and analysts evaluate our operating performance because:

•

securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;

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•

it facilitates management's ability to measure operating performance of our business because it assists us in comparing our operating performance on a consistent basis, given that it removes the effect of items not directly resulting from our core operations;

•

it is used by our management for planning purposes, including the preparation of our internal annual operating budget;

•

it is used by our management to allocate resources to enhance the financial performance of our business;

•

it is used by our management to evaluate the effectiveness of our operational strategies;

•

it is used by our board of directors and management for determining certain management compensation targets and thresholds; and

•

we adopted ASC 718 on January 1, 2006 and recorded stock-based compensation expense. Prior to January 1, 2006, we accounted for stock-based compensation using the intrinsic value method which resulted in zero stock-based compensation expense.

By comparing our Adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations caused by stock-based compensation expense, which is not comparable from year to year due to changes in accounting treatment and is a non-cash expense that is not a key measure of our operations.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP, such as net income, income from operations or cash provided by operating activities. The following are some of the limitations on Adjusted EBITDA's usefulness:

•

it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

it does not reflect changes in, or cash requirements for, working capital;

•

it does not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our Revolving Credit Facility (as defined below);

•

it does not reflect payments made or future requirements for income taxes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and

•

because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to Adjusted EBITDA measures of other companies.

Management compensates for these limitations by primarily relying on GAAP results and relying on Adjusted EBITDA only supplementally.

However, Adjusted EBITDA does not determine our ability to borrow under our second amended and restated revolving credit facility dated as of March 31, 2010 as amended on April 19, 2011 (as further amended, restated or otherwise modified from time to time, the "Revolving Credit Facility"), by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation, a Delaware Corporation ("GE Capital"), and the financial institutions party thereto as lenders. Instead, our ability to borrow under the Revolving Credit Facility is determined using EBITDA, as defined therein. Management does not believe that EBITDA, as defined under the

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Revolving Credit Facility, is an effective measure of our annual operating performance due to the significant adjustments to net income required by the terms of the Revolving Credit Facility. In our calculations of EBITDA under the Revolving Credit Facility, the terms thereof require us to:

(i)

exclude the following items from consolidated net income:

•

the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;

•

the income (or deficit) of any other person (other than a subsidiary) in which we have an ownership interest, except to the extent any such income has actually been received by us in the form of cash dividends or distributions;

•

the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;

•

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period;

•

any write-up of any asset;

•

any net gain from the collection of the proceeds of life insurance policies;

•

any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;

•

any earnings of our successor prior to a consolidation, merger or transfer of assets; and

•

any deferred credit representing the excess of equity in any of our subsidiaries at the date of acquisition of such subsidiaries over the cost to us of the investment in such subsidiaries;



(ii)

deduct the following items from consolidated net income:

•

income tax credits;

•

interest income;

•

gains from extraordinary items;

•

any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;

•

any other non-cash gains that have been added in determining consolidated net income; and

•

non-cash gains resulting from foreign currency conversions; and



(iii)

add back the following items to consolidated net income:

•

any provision for income or franchise taxes;

•

interest expense;

•

loss from extraordinary items for such period;

•

depreciation and amortization for such period;

•

amortized debt discount for such period;

•

the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;

9

•

any aggregate net loss on the sale of our property outside the ordinary course of business;

•

non-cash losses resulting from foreign currency conversion;

•

subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;

•

subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;

•

subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and

•

subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility" included elsewhere in this prospectus.

(3)

These amounts reflect balance sheet data as of June 30, 2011, as adjusted for the sale of            shares of our common stock (excluding the additional            shares offered by the selling stockholders) in this offering (based on an assumed offering price of $            per share and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds received by us from this offering as described under "Use of Proceeds."

(4)

IPO related costs are charges incurred in connection with the filing of the registration statement on Form S-1, initially filed on August 8, 2007, and the amendments thereto, which was subsequently withdrawn on May 16, 2011. The costs were held on the balance sheet until the fourth quarter of 2010 when they were expensed in Sundry, net due to management's decision to pursue a new offering and related registration process in 2011.

(5)

Purchase accounting adjustment reflects an increase in revenue by the amount that would have been recorded as if such deferred revenue were not adjusted to fair value at the date of the acquisition of ECM in June 2010.

(6)

Restructure costs are severance costs and site closure costs associated with our restructuring activities.

(7)

Deal costs are charges incurred for acquisition activities and business development efforts relating to large outsourcing opportunities that were ultimately not implemented by the potential client.

(8)

PrivatGirot gain is associated with the acquisition of PrivatGirot in June 2009 for a cost less than fair market value.

10

RISK FACTORS

An investment in our common stock involves risk. You should carefully consider each of the following risk factors and all of the other information set forth in this prospectus before deciding to invest in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected and we may not be able to achieve our goals. If that occurs, the value of our common stock could decline and our stockholders could lose some or all of their investment.

Risk Factors Relating to Our Business

We have experienced net losses and may not be able to achieve and sustain profitability in the future.

        We have incurred net losses during the last seven years. We have also historically been unable to generate sufficient cash flow to meet obligations and sustain operations without obtaining additional external financing. Additionally, our cash flows may be insufficient to meet expenses relating to the further development of our services and solutions. If we are unable to achieve profitability in the near term, we may need to fund shortfalls in our liquidity needs with borrowings under our Revolving Credit Facility or through future debt or equity financings. We may not have adequate availability under our Revolving Credit Facility for such borrowing. In addition, we may not be able to complete such future debt or equity financings on a timely basis and under acceptable terms, or at all. Our ability to achieve profitability is dependent upon, among other things, the successful implementation of our business strategy and our ability to compete with other providers of BPO services and business solutions. There can be no assurance that our efforts will be successful or that we will ultimately be able to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and sustain profitability, the market value of our common stock will likely decline.

If our services or solutions become obsolete or less competitive or are not accepted by the market, our business, ability to become profitable and financial condition could be materially adversely affected.

        The strength of our overall business depends in part on our ability to develop services and solutions based on new or evolving technology and the market's acceptance of those services and solutions. Our industry is characterized by continuing improvement in technology, which results in frequent introduction of new services and solutions, short product life cycles and continual improvement in price/performance characteristics. We must incorporate these new technologies into our services and solutions in order to remain competitive. There can be no assurance that our development activities will be successful, that new technologies will be available to us, that we will be able to deliver new services and solutions in a timely manner, that those services and solutions will meet or exceed generally accepted industry standards or that those services and solutions will achieve market acceptance. Further risks inherent in the development and introduction of new services and solutions include the uncertainty of price-performance relative to products and services of competitors, competitors' responses to our introductions and the desire by clients to evaluate new services and solutions for extended periods of time. In addition, we may not be able to successfully manage our technological transitions. A failure on our part to effectively manage the transition of our services and solutions to new technologies on a timely basis could have a material adverse effect on our revenue, business and results of operations. Our failure to introduce new or enhanced products on a timely basis, keep pace with rapid industry, technological or market changes or effectively manage the transitions to new products or new technologies could have a material adverse effect on our business, financial condition and results of operations.

        In addition, our business depends on technology trends in our clients' businesses. Many of our traditional services and solutions enable efficient handling of paper-based transactions. To the extent that the volume of paper transactions continues to decline, our traditional business may be adversely impacted. The market for payment processing and document management services and solutions is

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highly competitive, rapidly evolving and subject to significant technological change, and we expect competition to increase. The pressures we face from technological and competitive trends may have a material adverse effect on our business, financial condition and results of operations.

The market for our services and solutions is highly competitive, and our inability to compete with other providers of BPO services and hardware and software solutions could harm our revenue and ability to become profitable.

        The BPO services and hardware and software solutions industries are each highly competitive. Some of our competitors have greater resources, financial and otherwise, and may develop solutions or services which may make our offerings obsolete or less competitive. We compete primarily on the following factors: functionality, performance, quality, service and price. Our ability to compete on these factors may impact our ability to win new contracts or develop and expand service offerings. Competition places downward pressure on operating margins, particularly for technology outsourcing contract extensions or renewals. As a result, we may not be able to maintain current operating margins for technology outsourcing contracts which are extended or renewed in the future.

        Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their services and solutions to address the needs of our existing and prospective clients. Accordingly, it is possible that new competitors or alliances among competitors may emerge and acquire significant market share. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures faced by us will not materially adversely affect our business, financial condition and results of operations.

        Our business, financial condition and results of operations could also be adversely affected if our competitors introduce innovative or technologically superior solutions or offer their products at significantly lower prices than we do. No assurances can be given that we will have the resources, marketing and service capability, or technological knowledge to continue to compete successfully.

If we fail to successfully implement our business strategy, including expansion of our sources of recurring revenue and continued growth of our BPO services, we may be unable to sustain our historical growth rate and unable to become profitable.

        Our ability to grow revenues at a pace necessary to become profitable requires that we continue to enter into long-term contracts with new and existing clients that require the payment of recurring fees and that we continue to transition our business away from the sale of products and towards an increased offering of BPO services. In order to expand the market for our BPO services business, we must be able to leverage our existing technology, service and industry-specific solutions. Our history of sales of BPO services has been uneven in recent years. To the extent we fail to persuade new or existing clients to enter into long-term contracts for BPO services, we will be unable to successfully implement our business strategy. As a result, our revenue, business, ability to become profitable, results of operations and financial condition may be materially impaired.

Protection of our intellectual property is limited, and any misuse of our intellectual property by others could harm our business, reputation and competitive position.

        We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary information, technology and brand.

        We protect our proprietary information and technology, in part, by requiring certain of our employees to enter into agreements providing for the maintenance of confidentiality and the assignment of rights to inventions made by them while employed by us. We also enter into non-disclosure and invention assignment agreements with certain of our technical consultants to protect

12

our confidential and proprietary information and technology. We cannot assure you that our confidentiality agreements with our employees and consultants will not be breached, that we will be able to effectively enforce these agreements, that we will have adequate remedies for any breach of these agreements, or that our trade secrets and other proprietary information and technology will not be disclosed or will otherwise be protected.

        We also rely on contractual and license agreements with third parties in connection with their use of our technology, solutions and services. There is no guarantee that such parties will abide by the terms of such agreements or that we will be able to adequately enforce our rights. Protection of confidential information, trade secrets and other intellectual property rights in the markets in which we operate and compete is highly uncertain and may involve complex legal questions. We cannot completely prevent the unauthorized use or infringement of our confidential information or intellectual property rights, as such prevention is inherently difficult. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our confidential information and intellectual property protection. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be materially adversely affected.

We may be subject to claims that our services or solutions violate the patents or other intellectual property of others, which would be costly and time-consuming to defend. If our services and solutions are found to infringe the patents or other intellectual property rights of others, we may be required to change our business practices or pay significant costs and monetary penalties.

        Our services and solutions may infringe upon the patents or other intellectual property rights of others. Our industry is characterized by frequent claims of patent or other intellectual property infringement. We cannot be sure that our services and solutions, or the products of others that we use or offer to our clients, do not infringe upon the patents or other intellectual property rights of third parties, and we may have infringement claims asserted against us or our clients. If others claim that we have infringed upon their patents or other intellectual property rights, we could be liable for significant damages and incur significant legal fees and expenses. In addition, we have agreed to indemnify many of our clients against claims that our services and solutions infringe upon the proprietary rights of others. In some instances, the amount of these indemnities may be greater than the revenues we receive from the client. Regardless of merit, any such claims could be time-consuming, result in costly litigation, be resolved on terms unfavorable to us, damage our reputation or require us to enter into royalty or licensing arrangements. Such results could limit our ability to provide a solution or service to our clients and have a material adverse effect on our business, results of operations or financial condition.

        We are aware of patent enforcement litigation centered around U.S. patents 5,910,988 and 6,032,137 that could apply to our business. The litigation involves process patents for payment processing systems that capture data remotely, and encrypt and transmit the data to a central location for processing and storage. If the patent holder sues us for patent infringement, the defense of such a lawsuit would be costly and time consuming and could divert management's attention. An adverse determination in any such litigation could subject us to significant liabilities, including treble damages, require us to license the patented technology, require us to cease using such technology or prohibit us from providing some of our services or solutions. We have received a notice that a client may in the future seek indemnification for alleged patent infringement related to such patent enforcement litigation with respect to services we are providing under a client contract. If we are required to defend or indemnify the client or any of our other clients, such actions could be time-consuming and costly to defend and may result in a settlement that may be expensive and adversely affect our ability to provide certain solutions or services as a part of our business. Any of these outcomes could have a material adverse effect on our business, financial condition or results of operations.

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        We are aware of patent enforcement efforts related to U.S. patent 5,633,954 that pertains to a certain method of improving optical character recognition (OCR). We license and resell a third party OCR technology believed to use a different methodology than the 5,633,954 patent. We have received a request for indemnification from a client pursuant to a claim by the owner of the patent. If we are required to defend or indemnify that or any other client, we could be exposed to time-consuming, disruptive and expensive defense efforts and could suffer an adverse outcome. We are entitled to seek indemnification from the licensor under such circumstances, but there is no guarantee the licensor has sufficient resources to fully indemnify us.

We have not registered copyrights for many of our products, which may limit our ability to enforce them.

        We have not registered copyrights for many of our software, written materials or other copyrightable works. The United States Copyright Act automatically protects all of our copyrightable works, but, without registration, we cannot enforce those copyrights against infringers or seek certain statutory remedies for any such infringement. Preventing others from copying our products, written materials and other copyrightable works is important to our overall success in the marketplace. In the event we decide to enforce any of our unregistered copyrights against infringers, we will first be required to register the relevant copyrights, and we cannot be sure that all of the material for which we seek copyright registration would be registrable, in whole or in part, or that, once registered, we would be successful in bringing a copyright claim against any such infringers.

Operational failures in our outsourcing or transaction processing facilities could harm our business and reputation.

        An operational failure in our outsourcing or transaction processing facilities could cause us to lose data and clients. Damage or destruction that interrupts our provision of services or solutions could damage our relationship with clients and may cause us to incur substantial additional expense to repair or replace damaged equipment. A prolonged interruption of our services or solutions that extends for more than several hours could cause us to experience data loss and a reduction in revenue as a result of such interruption. In addition, a significant interruption of service could have a negative impact on our reputation and could cause our present and potential clients to choose service providers other than us and materially and adversely affect our business, financial condition and results of operations.

Material breaches in the security of our systems may adversely affect our business and customer relations.

        Maintaining the confidentiality of our client and consumer information that resides on our systems is critical to the successful operations of our business. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations. An information breach of our system and loss of confidential information could have a longer and more significant impact on our business and operations than a hardware failure.

        We electronically transfer large sums of money and store personal information about consumers, including bank account and credit card information, social security numbers, and merchant account numbers. If we are unable to protect, or clients perceive that we are unable to protect, the security and privacy of our electronic transactions, our reputation, business, financial condition and results of operations would be materially and adversely affected. A security or privacy breach may:

•

cause our clients to lose confidence in, and deter them from using, our solutions and services;

•

deter potential clients from using our services;

•

harm our reputation;

•

expose us to liability;

•

increase our expenses from potential remediation costs; and

14

•

decrease market acceptance of electronic commerce transactions.

        New trends in criminal acquisition and illegal use of personally identifiable data make maintaining the security and privacy of data more costly and time intensive.

        While we use applications designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of our clients. The failure to address changing market conditions and the security and privacy concerns of our clients may have a material adverse effect on our business, results of operations and financial condition.

Our inability to borrow under our Revolving Credit Facility in the future or to increase our borrowing capacity or raise additional capital for future needs, including general liquidity needs, could impair our ability to continue to do business or to expand our business and would impact our ability to compete in the markets we serve.

        General economic conditions, decreased revenue from our maintenance contracts, and capital required to support any revenue growth could have a material impact on our future liquidity. As of June 30, 2011, we had approximately $17.5 million available under our Revolving Credit Facility. After this offering and the application of the net proceeds received by us to pay down a portion of our Revolving Credit Facility, we will have approximately $             million available under the Revolving Credit Facility. The Revolving Credit Facility provides for a secured revolving line of credit up to the lesser of (i) $65 million, or (ii)(x) 2.5 times EBITDA (as defined in the Revolving Credit Facility) for the trailing twelve month period when EBITDA for such period is greater than or equal to $25 million, (y) 2.25 times EBITDA for the trailing twelve month period when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (z) 2.0 times EBITDA for the trailing twelve month period when EBITDA for such period is less than $18 million. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. Additionally, the Revolving Credit Facility includes an uncommitted incremental facility which could provide up to an additional $35 million in availability thereunder. The Revolving Credit Facility matures in February 2014. In order to continue to borrow, and not be in default, under the Revolving Credit Facility, we are required to be in compliance with the covenants set forth therein. We have been in default under the Revolving Credit Facility covenants from time to time, which defaults have been cured or waived. Future non-compliance could limit or prevent our ability to borrow under the Revolving Credit Facility or result in an event of default thereunder. The Revolving Credit Facility permits us to (i) incur up to $15 million of capital lease obligations and (ii) enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year. As of June 30, 2011, we have financing arrangement obligations totaling $14.2 million, capital lease obligations of approximately $2.6 million from third party lessors and aggregate operating lease obligations of approximately $28.7 million, with aggregate rent and other payments over the next twelve months of approximately $8.9 million. We cannot assure you that we will be able to borrow the then current amount available under the Revolving Credit Facility in the future. We also can provide no assurances that additional borrowing or leasing capacity can be obtained, or whether any will be obtained on terms acceptable to us, in the future. If we cannot borrow the anticipated amount available under the Revolving Credit Facility or obtain additional borrowing or leasing capacity, we may face a liquidity shortfall.

        Additionally, we may require additional capital to purchase assets, complete strategic acquisitions, repurchase shares on the open market or for our general liquidity needs. Declines in our credit rating, limits on our ability to sell additional shares or unusual volatility or uncertainty in the capital market may adversely affect our ability to raise additional capital or materially increase our cost of capital. Our inability to raise additional capital at a reasonable cost may adversely impact our revenue growth, the price of our stock and our ability to compete in the markets we serve.

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We are subject to risks related to our international operations, which could restrict our ability to provide services to international clients.

        We currently have direct sales coverage in North America and Europe as well as coverage of emerging markets through distributors, value added resellers and system integrators in Asia, the Middle East and Latin America. Worldwide, we have operations in 15 countries. We serve over 1,800 clients who have operations in 50 countries. Our international operations subject us to various risks, as more fully described below, which could have a material adverse effect on our business, financial condition and results of operations.

        International operations generally are subject to various political, geopolitical and other risks that are not present in U.S. operations. These risks include the risk of war, terrorism, civil unrest, expropriation and nationalization as well as the impact in cases in which there are inconsistencies between U.S. law and the laws of an international jurisdiction. In addition, our business is impacted by global economic conditions, which are increasingly volatile. If the global economy experiences significant disruptions, our business could be negatively impacted, including such areas as reduced demand for our products from a slow-down in the general economy, supplier or customer disruptions resulting from tighter credit markets and/or temporary interruptions in our ability to conduct day-to-day transactions through our financial intermediaries involving the payment to or collection of funds from our customers, vendors and suppliers.

        In addition, our international operations are subject to regulation under a wide variety of foreign laws, regulations and policies. There can be no assurance that laws and regulations will not be changed in ways that will require us to modify our business models and objectives or affect our business or results of operations by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright. As a U.S.-based company we are also subject to tax regulations in the United States and multiple foreign jurisdictions, some of which are interdependent. For example, certain income that is earned and taxed in countries outside the United States is not taxed in the United States, provided those earnings are indefinitely reinvested outside the United States. If these or other tax regulations should change, our business, financial condition and results of operations could be materially adversely affected.

        We may also be or become subject to laws restricting us from repatriating profits earned from our activities within foreign countries back to the United States, which could affect our ability to pay distributions, or otherwise limit the movement of funds.

        We rely on intellectual property laws to protect our proprietary rights. The laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. The unauthorized reproduction or use of our intellectual property could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.

        We may also experience difficulties in staffing and managing our international operations, including complex and costly hiring, disciplinary, and termination requirements among diverse geographies, languages and cultures, which would require increased attention from management and financial resources. The level of cost-savings achieved by our international operations may not exceed the amount of investment and additional resources required to manage and operate these international operations.

        Our products may be or become subject to import and export license requirements, tariffs or other trade barriers that will restrict our ability to export our products outside of the free-trade zones covered by the North American Free Trade Agreement, Central American Free Trade Agreement and other treaties and laws, potentially limiting our ability to distribute our products or our customers' ability to buy and use our products, in certain countries. Changes in export and import regulations may create delays in the introduction of our products in international markets, prevent our customers with

16

international operations from deploying our products or, in some cases, prevent the export or import of our products to certain countries altogether.

Our current growth strategy is heavily dependent on growth in international markets.

        In 2009 and 2010, 50.8% and 59.0%, respectively, of our revenue was derived from international markets, and we hope to expand the volume of the services and solutions that we provide internationally. If our international expansion plans are unsuccessful, our business, financial condition and results of operations could be materially adversely effected.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and will be subject to other requirements that will be burdensome and costly. Our independent auditors noted significant deficiencies in connection with our 2006, 2007, 2008, 2009 and 2010 year-end audits. If we fail to develop or maintain an effective system of internal controls, we may continue to have significant deficiencies in our financial reporting, and may not be able to accurately report our financial results, prevent financial fraud or prevent unauthorized use of our assets. As a result, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

        We have historically operated our business as a private company. After this offering, we will be required to file with the SEC annual and quarterly information and other reports that are specified in Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subject to other reporting and corporate governance requirements, including the requirements of The Nasdaq Stock Market, and certain provisions of SOX and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. As a public company, we will be required to:

•

prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and the rules of The Nasdaq Stock Market;

•

create or expand the roles and duties of our board of directors and committees of the board;

•

institute more comprehensive financial reporting and disclosure compliance functions;

•

supplement our internal accounting and auditing function, including hiring additional staff with expertise in accounting and financial reporting for a public company;

•

enhance and formalize closing procedures at the end of our accounting periods;

•

establish an internal audit function;

•

enhance our investor relations function;

•

establish new internal policies, including those relating to disclosure controls and procedures; and

•

involve and retain to a greater degree outside counsel and accountants in the activities listed above.

        These changes will require a significant commitment of additional resources. We may not be successful in implementing these requirements and implementing them could adversely affect our business or results of operations. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our results of operations on a timely and accurate basis could be impaired.

        Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to include in our annual report on Form 10-K for the year ending December 31, 2012 our

17

assessment of the effectiveness of our internal control over financial reporting pursuant to the requirements of Section 404 of SOX. If we fail to develop and maintain an effective system of internal controls and to develop reliable financial reports, prevent financial fraud or prevent unauthorized use of our assets, our ability to obtain subsequent financing, as well as our stock price, could be adversely affected.

        We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. In conjunction with our 2006, 2007, 2008, 2009 and 2010 year-end audits, our independent auditors noted significant deficiencies in our financial processes and reporting process. These significant deficiencies were specifically related to the lack of sufficient oversight and monitoring controls, including process level close control activities involving reconciliation of account balances and their review, financial reporting including goodwill impairment and UK pension asset valuation, general computer controls, inventory controls, application of entity level anti-fraud controls, entity level risk assessment, review of journal entries and segregation of duties. These deficiencies arose in part because we have lacked appropriate systems, procedures and depth of personnel with sufficient experience.

        In response to these concerns, we hired additional accounting personnel throughout 2006, 2007, 2008, 2009 and 2010. Additionally, we commenced implementation of new policies in the second quarter of 2006 and continued to refine the relevant controls into 2011 in conjunction with our SOX-related preparation activities. We implemented an enterprise resource planning ("ERP") system that we have licensed from SAP America, Inc. ("SAP") throughout Europe and Canada in 2010. This will allow us to have one integrated financial system worldwide, thus improving our financial reporting and internal control environment. We have also engaged a third party to assist us in our SOX-related preparation activities. We automated the financial close process by implementing a SAP add-on software package called Business Planning and Consolidations. This new application enhances our oversight capabilities, monitoring controls and segregation of duties controls and also improves the timeliness of reporting. As a result of these efforts, we believe the significant deficiencies related to financial processes and reporting processes that existed up to and including 2010 were remedied during 2011.

        A significant deficiency involving anti-fraud controls was identified during the 2009 audit. We previously had created an employee code of conduct and a hotline to facilitate reporting of fraudulent activities by employees, but failed to properly implement and document the rollout of these anti-fraud programs and controls across all of our foreign entities. A remediation process was completed in 2010.

        Significant deficiencies involving controls over physical inventory were identified in conjunction with the 2006 year-end audit. Due to the implementation of a new United States ERP system during 2006, the comprehensive cycle count program temporarily ceased for the two largest warehouses. An end of year inventory observation was performed to insure inventory accuracy of these two warehouses. The remaining warehouses were cycle counted for the entire year. The cycle count process for all warehouses was restarted in late 2006 and continues through the current period. As noted by a significant deficiency for 2007, the cycle count process during 2007 and 2008 lacked a statistical sampling methodology, error extrapolation documentation and pre-determined error thresholds. During 2008, the cycle count process was addressed and a formalized documented methodology was created. As the process was not rolled out until January 2009, a significant deficiency was also noted for the 2008 audit. While the previous cycle count process lacked certain criteria during 2006, 2007 and 2008, the overall process which also included preventative and defective purchase and physical controls did provide sufficient assurance to ensure the accuracy of the inventory balances. There was no physical inventory control significant deficiency noted during the 2009 or 2010 audits.

        Significant deficiencies involving the design and implementation of general computer controls for domestic SAP applications were identified in conjunction with our 2006, 2007, 2008 and 2009 audits. Corrective and necessary security and access controls have been implemented in connection with our new ERP implementation and were also partially addressed in 2008 as a part of our implementation of controls for SOX compliance. We believe the general computer controls deficiencies that were deemed to be significant previously noted during periods up to and including 2008 were remedied in January 2009. The deficiency noted during the 2009 audit was remedied during January 2010.

        A significant deficiency involving tax disclosures was identified in conjunction with the 2009 year-end audit. A reduction in a deferred tax asset, and a related offsetting reduction in the valuation allowance, related to our recapitalization in June 2007 (the "June 2007 Recapitalization") was not properly disclosed in prior period financial statements. This deficiency was remedied during 2010.

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        We cannot be certain that our efforts to improve our internal controls will be successful or that we will be able to maintain adequate controls over our financial processes and reporting in the future. Any failure to develop or maintain effective controls could harm our results of operations, cause us to fail to meet our reporting obligations, or cause investors to lose confidence in our reported financial information, which would likely have an adverse effect on our stock price.

Complying with Section 404 of SOX and other requirements for public companies may strain our resources and divert management.

        Prior to the effective date of the registration statement of which this prospectus forms a part, no sales of our common stock have been registered under the Securities Act of 1933, as amended (the "Securities Act") and our common stock does not currently trade on any national securities exchange. As a result, we have not been required to comply with the requirements of Section 404 of SOX, The New York Stock Exchange or The Nasdaq Stock Market, requiring the establishment and maintenance of effective disclosure and financial controls and the implementation of certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

        Upon effectiveness of the registration statement of which this prospectus forms a part, we will be required under Section 404 of SOX to furnish a report by our management on the design and operating effectiveness of our internal controls over financial reporting with our annual report on Form 10-K for our year ending December 31, 2012. SOX will require us to perform system and process evaluation and testing of our internal controls over financial reporting to enable management and our independent auditors to report on the effectiveness of our internal controls. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. In addition, our compliance with SOX will require that we incur substantial accounting, legal and consulting expenses. If we are not able to comply with the requirements of SOX in a timely manner, or if we or our independent auditors identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC, our listing stock exchange or other regulatory authorities, which would likely require additional financial and management resources.

We use estimates and assumptions in entering into our services contracts, and results that differ from these estimates or assumptions could adversely affect our revenue, profitability and results of operations.

        The pricing and other terms of our client contracts require us to make estimates and assumptions at the time these contracts are entered into that could differ from actual results. These estimates and assumptions reflect our best judgments regarding the nature of the contract and the expected costs to provide the contracted services. In addition, some contracts require significant investments in the early stages, which are expected to be recovered over the life of the contract through billing for services. Increased or unexpected costs or unanticipated delays in the implementation of our services, or decreases in the actual work volumes generated under these contracts could make these contracts less profitable or unprofitable.

Changes in the way we recognize revenue may affect our earnings and operating income.

        We frequently enter into contracts for equipment and software sales and maintenance and other services that may contain multiple elements or deliverables such as hardware, software, peripherals and services. Generally accepted accounting principles and accompanying accounting pronouncements, implementation guidelines, and interpretations regarding recognizing revenue under these contracts are highly complex and involve subjective judgments. These judgments relate to the allocation of the

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proceeds received from an arrangement to the multiple elements, determination of whether any undelivered elements are essential to the functionality of the delivered elements, and the appropriate timing of revenue recognition. Changes in the accounting rules or their interpretation or changes in our products or services could significantly change our earnings and results of operations and could add significant volatility to those measures, without a comparable underlying change in cash flow from operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies" and "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus.

Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our services, solutions, labor and the markets in which we operate, and non-compliance with these laws, regulations and restrictions could have a material adverse effect on our business and financial condition.

        Various aspects of our services and solutions offerings are subject to U.S. federal, state and local regulation, as well as regulation outside the United States. Failure to comply with regulations may result in the suspension or revocation of licenses or registrations, the limitation, suspension or termination of service, and/or the imposition of civil and criminal penalties, including fines which could have a material adverse effect on our business, reputation and financial condition. We and our clients are subject to U.S. and international financial services regulations, and privacy and information security regulations to name only a few. In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including, without limitation, the Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act and the implementing legislation under the European Union Data Protection Directive. Our ECM division of our German subsidiary holds contracts with two instrumentalities of the Nigerian government, potentially increasing our FCPA compliance risk. Any violation of the FCPA or other anti-corruption laws could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions. Other requirements can also be imposed on companies that violate the FCPA, including the appointment of a government-approved monitor or the implementation of enhanced compliance procedures. Privacy and information security laws such as HIPAA continue to evolve and proper interpretation and compliance with such laws is complex. Consequently, our efforts to measure, monitor and adjust our business practices to comply with such laws are ongoing. Failure to comply could result in regulatory fines and civil lawsuits. Knowing and intentional violations of privacy rules may also result in criminal penalties in the relevant jurisdiction. Our failure or the failure of our sales representatives or consultants to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation. In addition, even an inadvertent failure to comply with laws and regulations, as well as rapidly evolving social expectations of corporate fairness, could damage our reputation and brands.

The services and solutions we provide may require changes, or new services and solutions may become necessary, due to changes in laws and regulations applicable to our clients, which may increase our costs.

        The products and services offered by the financial institution clients we serve are subject to numerous laws and regulations. To the extent those laws and regulations change or new laws and regulations are enacted, we may need to change our services and solutions to meet client needs. We cannot predict the extent to which legislative or regulatory changes will require us to change our services or develop new services, or the costs to us of such changes.

We may experience development delays, software defects or installation difficulties, which could harm our business and reputation and may expose us to potential liability.

        Our services are based on sophisticated software and computing systems, and we may encounter delays when developing new applications and services. Further, the software underlying our services has occasionally contained, and may in the future contain, undetected errors or defects when first

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introduced or when new versions are released. In addition, we may experience difficulties in developing or implementing software that adequately meets our customers requirements within specified timeframes and in installing or integrating our technologies on platforms used by our clients. In May 2011, we received a letter from one of our partners regarding a contract dispute related to a large software implementation project for an end-user customer. The dispute revolves around timing of the implementation of certain of the custom software modules for the customer. All such modules that are the subject of the dispute have now been substantially completed and are active in support of the customer's operations. We dispute the allegations in the partner's letter and have initiated discussions with the partner to attempt to resolve the matter. Defects in our software, errors or delays in the processing of transactions or other difficulties could result in interruption of business operations, delay in market acceptance, additional development and remediation costs, diversion of technical and other resources, loss of clients, negative publicity or exposure to liability claims. Although we attempt to limit our potential liability through disclaimers and limitation of liability provisions in our license and client agreements, we cannot be certain that these measures will successfully limit our liability.

Many of our clients are in the financial services sector, and the continuing weakness in the capital and credit markets may cause them to reduce spending on or stop purchasing our services and solutions. If that occurs, our business could be materially adversely affected.

        A large portion of our client base is in the financial services sector or in related businesses. There has been significant consolidation in the financial industry in recent years. This consolidation, whether as a result of economic conditions or changes in law or regulation, could reduce the number of new clients available to us. Further consolidation in the financial industry also may increase pressure on profit margins as merged entities seek additional discounts due to the increased volume resulting from the consolidation. The increase in bargaining power from consolidated clients presents a risk that new contracts may be subject to increased pricing pressure, which may adversely affect our revenue, profitability and results of operations. We cannot predict how any new government legislation or regulations may affect our clients or their spending patterns. If our clients reduce their purchases of our services and solutions, or cease doing business with us, our business could be materially adversely affected.

Our quarterly operating results may fluctuate significantly, making it difficult to predict our future operating results or to achieve our earnings forecasts.

        Our results of operations may fluctuate from period-to-period and will depend on numerous factors, including client demand and market acceptance of our services and solutions, new product introductions, product obsolescence, varying product mix, foreign currency exchange rates, competition, unusual economic stress and uncertainty in the credit markets. Any unfavorable change in one or more of these factors could have a material adverse effect on our business.

        In addition, we have historically experienced fluctuations in the demand for our services and solutions from quarter-to-quarter and may continue to experience similar results in the future. Because of the cyclical and unpredictable nature of corporate purchasing decisions, any one fiscal quarter may result in unpredictable fluctuations of our quarterly sales results throughout the year. Consequently, our results of operations may vary significantly from period-to-period, affecting our cash flow and liquidity.

As a result of our significant foreign operations, our reported results will be affected by fluctuations in the exchange rates between the U.S. Dollar and various foreign currencies.

        A significant portion of our revenue is earned in non-U.S. currencies, especially the Pound Sterling, the Euro and the Swedish Krona. Additionally, transactions between us and our international subsidiaries are denominated in U.S. Dollars and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Therefore, our reported results from quarter-to-quarter will be affected by changes in the exchange

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rates between these currencies. For example, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. Dollars. Similarly, any appreciation in the value of the U.S. Dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. Dollars. This exchange rate risk could have a material adverse effect on our business, results of operations and financial condition. We do not have any hedging with respect to foreign exchange activity.

The decline in volume of paper transactions may adversely impact our revenues.

        The demand for paper payment processing solutions continues to decline due to market trends, including reduced check volume, check truncation, and the passage of the Check Clearing for the 21st Century Act ("Check 21"). Check 21 is a federal law that is designed to enable banks to handle more checks electronically by facilitating the use of check truncation, the process by which a check is converted into a digital image, which, when reprinted, serves as the official record of the check. Check 21 became effective in October 2004. This continued decline in the volume of paper transactions will likely adversely affect our revenues.

Our top ten clients in continuing operations accounted for approximately 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively, and during such periods, we derived 8.9%, 10.7% and 6.9%, respectively, from a single client, HP. If more than one of our key clients were to cease doing business with us, or if there were a significant reduction in the volume or profitability of their business with us, our revenue and profitability could decline, and our business and reputation would suffer.

        Our success depends upon our retention of key clients. A significant portion of our revenue is concentrated among our ten largest clients, which accounted for 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively. During the years ended December 31, 2008, 2009 and 2010, we derived 8.9%, 10.7% and 6.9%, respectively, of revenue from a single client, HP. The loss of HP or any other key client could have a material adverse effect on our business.

        Clients may be lost due to merger or acquisition, business failure, contract expiration, conversion to a competitor, conversion to an in-house system or the development of new technology, such as remote management, which reduces demand for our services. We cannot guarantee that we will be able to retain long-term relationships or secure renewals of current contracts in the future. Renewal periods present our clients with the opportunity to consider other providers or to renegotiate their contracts with us. In addition, many of our contracts include termination provisions which allow our clients to terminate such contracts subject to certain restrictions. Significant decreases in the volumes under contract with these significant clients or the loss of any significant client could leave us with a higher level of fixed costs than is necessary to service remaining clients. As a result of our revenue concentration, the loss of one or more key clients, or a significant decrease in the volumes under contract, or the profitability of our business with them, could have a material adverse effect on our revenue and profitability. In addition, a disruption or a downturn in the business of one or more key clients could reduce our liquidity if we were unable to collect amounts they owe us.

To be successful, we need to attract and retain qualified personnel, and any inability to do so would adversely affect our business.

        Our senior management team has decades of experience in the BPO services, hardware manufacturing and software development industries and has led our transformation into a services and solutions company. Our future success depends on our ability to attract, retain and motivate our senior management as well as highly skilled personnel in various areas, including hardware and software development, engineering, project management, procurement, project controls, sales and finance. If we

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do not succeed in retaining and motivating our current employees and attracting additional highly qualified employees, our business could be adversely affected. Accordingly, our ability to increase our productivity and profitability will be limited by our ability to employ, train and retain skilled personnel necessary to meet our requirements. We may spend considerable resources training employees who may then be hired by our competitors, forcing us to spend additional funds to attract personnel to fill those positions. If we are unable to attract, hire and retain qualified personnel in the future, it could have a material adverse effect on our business, financial condition and results of operations.

Some of our contracts for BPO services contain fixed pricing or benchmarking provisions that could adversely affect our results of operations and cash flow.

        Many of our contracts for BPO services contain provisions requiring that our services be priced based on a pre-established standard or benchmark regardless of the costs we incur in performing these services. Many of our BPO contracts contain pricing provisions that require the client to pay a set fee for our services regardless of whether our costs to perform these services exceed the amount of the set fee. Some of our contracts may contain re-pricing provisions which can result in reductions of our fees for performing our services. In such situations, we are exposed to the risk that we may be unable to price our services at levels that will permit recovery of our costs, which may adversely affect our results of operations and cash flow.

The sales cycle for our solutions and services can be lengthy, which could result in the incurrence of sales-related expenses prior to the related sales and delays in generating sales.

        Given the critical nature of our solutions and services to the business processes of potential clients, the sales, implementation, testing and integration of our BPO services and certain of our larger and more complex solutions into our clients' business processes require a substantial amount of time and resources. For example, a new client or an existing client transitioning to our BPO services may need several months to decide whether to obtain our services and solutions and then require additional time to implement, test and integrate our solutions and services into their business processes prior to making a long-term commitment to use our solutions and services. As a result, the complete sales cycle can be lengthy, particularly for our BPO services. In addition, we may experience a significant delay between the time we incur sales-related expenses and the time we generate revenues, if any, from such expenditures and the failure to generate revenues from such expenditures could have a material adverse effect on our results of operations.

Future strategic acquisitions may not be successful.

        We may pursue growth through the acquisition of companies or assets, both in the United States and internationally, that will enable us to broaden the types of projects we execute and also expand into new markets. We may be unable to implement this growth strategy if we cannot identify suitable companies or assets or reach agreement on potential strategic acquisitions on acceptable terms. The core risks related to acquisitions are in the areas of valuation (negotiating a fair price for the business based on limited diligence) and integration (managing the complex process of integrating the acquired company's people, products, technology and other assets so as to realize the projected value of the acquired company and the synergies projected to be realized in connection with the acquisition).

        To finance future acquisitions, we may need to raise funds either by issuing additional equity securities or incurring additional debt. If we issue additional equity securities, such sales could reduce the current value of our stock by diluting the ownership interests of our stockholders. If we incur additional debt, the related interest expense may significantly reduce our profitability. Additionally, we are likely to use purchase accounting for future acquisitions and the related amortization expense associated with goodwill and purchased intangibles may significantly reduce our profitability.

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We depend on our suppliers and vendors and the failure of any of these sources to provide timely and reliable supplies could adversely affect our results of operations.

        Reliance on suppliers and vendors, as well as industry supply conditions, generally involves several risks, including the possibility of defective parts (which can adversely affect the reliability and reputation of our products), a shortage of components and reduced control over delivery schedules (which can adversely affect our manufacturing efficiencies) and increases in component costs (which can adversely affect our profitability). If any of these sources are unable to provide timely and reliable supply, we could experience manufacturing interruptions, delays or inefficiencies, which could have an adverse effect on our results of operations.

We may not be able to receive or retain the necessary licenses or authorizations required for us to export or re-export our products, technical data or services, which could have a material adverse effect on our business, financial condition and results of operations.

        In order for us to export certain services or solutions, we are required to obtain licenses from the U.S. government, often on a transaction-by-transaction basis. We cannot be sure of our ability to obtain the U.S. government licenses or other approvals required to export our services and solutions for sales to foreign governments, foreign commercial clients or foreign destinations. Failure to receive required licenses or authorizations could hinder our ability to export our services and solutions and could harm our business, financial condition and results of operations. Export transactions may also be subject to the import laws of the importing and destination countries. If we fail to comply with these import laws, our ability to sell our services and solutions may be negatively impacted which would have a material adverse effect on our business and results of operations.

We are subject to environmental laws and regulations, and we may be exposed to certain environmental liabilities related to our occupation and leasing of certain property.

        We are subject to federal, state, local and foreign environmental and health and safety laws and regulations. We may have potential exposure for certain environmental liabilities related to the ownership, leasing and operation of certain properties. We cannot assure you that costs related to future clean-up and other environmental liabilities, if any, will not be material. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Also, in the future, contamination may be found to exist at our current or former facilities and we could be held liable for such contamination. The remediation of such contamination, or the enactment of more stringent laws or regulations or more strict interpretation of existing laws and regulations may require us to make additional expenditures, some of which could be material.

Our business could be materially adversely affected as a result of war or acts of terrorism.

        Terrorist acts or acts of war may cause damage or disruption to our employees, facilities, clients, partners, and suppliers, which could have a material adverse effect on our business, financial condition and results of operations. Such conflicts may also cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of components and distribution of products.

Risks Related to this Offering and Our Common Stock

An active market for our common stock may not develop and the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations.

        There is no current public market for our common stock. An active market for our common stock may not develop or may not be sustained. We have applied to have our common stock listed on The NASDAQ Global Market, but we cannot assure you that our application will be approved. In addition,

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we cannot assure you as to the liquidity of any such market that may develop or the price that our stockholders may obtain for their shares of our common stock.

        Even if an active trading market develops, the market price for shares of our common stock may be highly volatile and could be subject to wide fluctuations. Some of the factors that could negatively affect our share price and cause your investment to lose value include:

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actual or anticipated variations in our quarterly operating results;

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changes in our earnings estimates;

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publication (or lack of publication) of research reports about us;

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increases in market interest rates, which may increase our cost of capital;

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changes in applicable laws or regulations, court rulings, enforcement and legal actions;

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changes in market valuations of similar companies;

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adverse market reaction to any increased indebtedness we incur in the future;

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additions or departures of key management personnel;

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actions by our stockholders;

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speculation in the press or investment community; and

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general market and economic conditions.

Future sales of our common stock may dilute your ownership interest and/or the market price of our common stock may decline.

        We may in the future issue our previously authorized and unissued securities. We are authorized to issue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. As of July 29, 2011, we had a total of 18,008,048 shares of common stock issued and outstanding, which include restricted shares of 2,476,719 (915,938 of which have vested) granted to management and certain employees pursuant to our Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Equity Incentive Plan"), our Amended and Restated 2008 Equity Incentive Plan (the "2008 Equity Incentive Plan") and our 2009 Equity Incentive Plan (together with the 2007 Equity Incentive Plan and the 2008 Equity Incentive Plan, the "Equity Incentive Plans") and 6,252 shares of restricted stock granted to our non-employee directors pursuant to our 2007 Amended and Restated Non-Employee Director Equity Plan ("2007 Director Plan"), in each case issued and outstanding as of July 29, 2011. The outstanding shares of common stock do not include 317,895 restricted stock units granted pursuant to the 2007 Director Plan. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements and public offerings of our securities for capital raising purposes, or for other business purposes. The potential issuance of such additional shares of common stock will result in the dilution of the ownership interests of our present stockholders and purchasers of common stock offered hereby and may create downward pressure on the trading price of our common stock.

        The sales of substantial amounts of our common stock following the effectiveness of the registration statement of which this prospectus forms a part, or the perception that these sales may occur, could cause the market price of our common stock to decline and impair our ability to raise capital.

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The sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value following the effectiveness of the registration statement of which this prospectus forms a part and the price of our common stock may fall below such price.

        The last reported sales price per share of our common stock effected through The PORTAL Market, which occurred on July 15, 2011, was $3.50. This price is not an offer to sell shares of our common stock at such price. Participation in The PORTAL Market is available only to qualified institutional buyers. As a result, the trading price of our common stock on The PORTAL Market is not an accurate indicator of the trading price of our common stock after this offering. When the registration statement of which this prospectus forms a part is declared effective and our shares are the subject of quotations on The NASDAQ Global Market or other national securities exchange, market or trading facility, our common stock will sell at prevailing market prices.

We do not anticipate paying any dividends on our common stock in the foreseeable future, which means capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

        We do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable future, and our ability to pay cash dividends is restricted by our Revolving Credit Facility, which only allows for the payment of cash dividends upon our meeting certain conditions, including that (a) no default or event of default exists at the time of, or would arise as a result of, such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

We may not be accepted for listing or inclusion on The NASDAQ Global Market or another national exchange or automated inter-dealer quotation system which would make it more difficult for stockholders to sell their shares.

        We have applied to have our common stock listed on The NASDAQ Global Market. This listing may not be approved, or, if approved, maintained and we may be unable to have our common stock listed on any other national exchange or automated inter-dealer quotation system. Our inability to list or include our common stock on The Nasdaq Stock Market, The New York Stock Exchange or any other national exchange or an automated inter-dealer quotation system would adversely affect the ability of our stockholders to sell their shares of common stock subsequent to the declaration of effectiveness of the registration statement of which this prospectus forms a part, and consequently may adversely affect the value of such shares. In such case, our stockholders would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock. In addition, we would have more difficulty attracting the attention of market analysts to cover us in their research.

        Furthermore, if our common stock is approved for listing or inclusion on The NASDAQ Global Market or any other national exchange or automated inter-dealer quotation system, we will have no prior trading history, and thus there is no way to determine the prices or volumes at which our common stock will trade. Holders of our common stock may not be able to resell their shares at or near their original acquisition price, or at any price.

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Our governance documents provide certain anti-takeover measures which will discourage a third party from seeking to acquire us unless approved by the board of directors and could negatively affect the price of our common stock.

        We adopted a stockholder rights plan, commonly referred to as a "poison pill" in October 2010. The purpose of the stockholder rights plan is to protect stockholders against unsolicited attempts to acquire control of us that do not offer a fair price to our stockholders as determined by our board of directors. Under the plan, the acquisition of 15% or more of our outstanding common stock by any person or group, unless approved by our board of directors, will trigger the right of our stockholders (other than the acquiror of 15% or more of our common stock) to acquire additional shares of our common stock, and, in certain cases, the stock of the potential acquiror, at a 50% discount to market price, thus significantly increasing the acquisition cost to a potential acquiror. The stockholder rights plan may have the effect of dissuading a potential hostile acquiror from making an offer for our common stock at a price that represents a premium to the then-current trading price. In addition, our certificate of incorporation and by-laws contain certain additional anti-takeover protective devices. For example:

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no stockholder action may be taken without a meeting, without prior notice and without a vote; solicitations by consent are thus prohibited; and

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our board of directors has the authority, without further action by the stockholders, to fix the rights and preferences, and issue shares, of preferred stock. An issuance of preferred stock with dividend and liquidation rights senior to the common stock and convertible into a large number of shares of common stock could prevent a potential acquiror from gaining effective economic or voting control.

Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of us, which could adversely affect the price of our common stock.

        Provisions in our certificate of incorporation and our bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our stockholders. These provisions could discourage potential takeover attempts and could adversely affect the market price of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Our certificate of incorporation and bylaws:

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authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;

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classify the board of directors into staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

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prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;

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require that any stockholder that wants to propose any matter for action by stockholders at a stockholders' meeting, including the nomination of candidates for election to the board of directors, provide us with advance notice of such matter within a specified time period, which may limit ability of stockholders to propose matters for action at a stockholders' meeting;

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prohibit action by written consent of the stockholders, requiring all actions to be taken at a meeting of the stockholders; and

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require super majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions contained in our certificate of incorporation or bylaws.

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        Following the effectiveness of the registration statement of which this prospectus forms a part, we will also be subject to the provisions of Section 203 of the Delaware General Corporate Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them.

        These provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

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CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

        We are including the following discussion to inform you of some of the risks and uncertainties that can affect us.

        This prospectus contains various statements, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, that are forward looking statements. The forward looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income and capital spending. Our forward looking statements are generally accompanied by words such as "may," "will," "expect," "intend," "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "plan," "goal" or other words that convey the uncertainty of future events or outcomes. The forward looking statements in this prospectus speak only as of the date of this prospectus; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to unduly rely on them. We have based these forward looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

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our history of losses and our ability to achieve and sustain profitability in the future;

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our ability to develop services and solutions based on new or evolving technologies and the production and acceptance of our services and solutions by the market;

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our ability to compete with other providers of BPO services and hardware and software services and solutions;

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our ability to successfully implement our business strategy, including expansion of sources of recurring revenue and continued growth of our BPO services, and sustain our historical growth rate;

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our ability to protect our intellectual property;

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risks related to potential claims against us related to intellectual property infringement;

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risks related to enforceability of our copyrights;

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risks and costs related to any operational failures in our outsourcing or transaction processing facilities;

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risks related to material breaches in the security of our systems;

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our ability to borrow or raise additional capital;

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risks related to our international operations;

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our ability to develop or maintain an effective system of internal controls;

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our ability to comply with SOX and other requirements for public companies;

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risks related to our use of estimates and assumptions for our service contracts;

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changes in the way we recognize revenue for sales of our services and solutions;

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risks related to the application of international, domestic and foreign laws and regulations on our business and operations;

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our ability to change our services and solutions to meet our clients' needs as a result of changing and new laws and regulations;

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risks related to development delays, software defects or installation difficulties;

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risks related to the concentration our clients in the financial services sector;

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our ability to accurately predict future operating results or achieve earnings forecasts;

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risks related to exposure to changes in foreign currency exchange rates due to our significant foreign operations;

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risks related to the decline in the volume of paper transactions;

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risks related to the concentration of our revenue among our top ten clients;

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our ability to attract and retain qualified personnel;

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risks related to contracts providing for fixed prices;

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risks related to future strategic acquisitions;

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risks related to the loss of key suppliers;

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our ability to obtain or retain the licenses or authorizations necessary to export or re-export our products, technical data or services;

•

risks related to environmental laws and potential liabilities;

•

risks related to war or acts of terrorism;

•

an active market for our common stock may not develop and may be highly volatile;

•

risks that future sales of our common stock could dilute current ownership;

•

the sales price per share of our common stock effected through The PORTAL Market may not accurately reflect its actual value after this offering;

•

we do not anticipate paying dividends in the near future;

•

our common stock may not be accepted for listing on The NASDAQ Global Market or another national exchange or automated inter-dealer quotation system;

•

our governance documents provide certain anti-takeover measures that will discourage a third party from seeking to acquire us unless approved by our board of directors; and

•

risks related to provisions in our organizational documents or under Delaware law that could prevent a change of control.

        These and other important factors, including those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus. Before making a decision to purchase our common stock, you should carefully consider all of the factors identified in this prospectus that could cause actual results to differ from these forward-looking statements.

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NOTICE TO INVESTORS

        You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with any additional information or information that is different from the information contained in this prospectus. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus is only accurate as of the date of this prospectus.

        "BancTec" and its logo as well as the other trademarks and logos referred to in this prospectus belong to us. Solely for convenience, we may refer to our trademarks in this prospectus without the ™ and ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus are the property of their respective owners.

MARKET DATA

        In this prospectus, we rely on and refer to information and statistics regarding our industry, the size of certain markets, and our position within the sectors in which we compete. We obtained this industry and market data from various sources, including periodic industry publications, third party studies and surveys, and our own internal research and estimates, which are derived from our management's knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our clients, suppliers and other contacts in the markets in which we operate.

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USE OF PROCEEDS

        We estimate that the net proceeds for the sale of                         shares of our common stock in this offering will be approximately $             million (or $             million if the underwriters exercise their over-allotment option in full) assuming an initial public offering price of $            per share and after deducting underwriting discounts and commissions and estimated offering expenses. We intend to use all of the net proceeds of the offering to pay down a portion of the outstanding balance on our Revolving Credit Facility, which matures in February 2014 and, as of June 30, 2011, was accruing interest at a rate of approximately 6.2%. Following this offering and the application of the net proceeds, we expect to have approximately $             million of availability under our Revolving Credit Facility. We will not receive any proceeds from the sale of shares by the selling stockholders.

        During the year ended December 31, 2010, we have, from time to time, borrowed amounts under our Revolving Credit Facility, all of which have been used for general corporate purposes, including working capital, capital expenditures and acquisitions.

DIVIDEND POLICY

        We have not historically paid dividends on our common stock. We do not anticipate that we will pay dividends on our common stock in the foreseeable future as we intend to retain any future earnings to fund the development and growth of our business. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and conditions, legal requirements, and other factors that our board of directors deems relevant. Our ability to pay cash dividends is restricted by our Revolving Credit Facility which allows for the payment of cash dividends only upon our meeting certain conditions, including that (a) no default or event of default exists at the time of or would arise as a result of such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any fiscal year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million.

32

CAPITALIZATION

        The following table shows our cash, cash equivalents and capitalization as of June 30, 2011 on an actual basis and an adjusted basis to give effect to the sale by us of                        shares of our common stock in this offering (based on an assumed offering price of $            per share, which is the midpoint of the range listed on the cover page of this prospectus, and assuming the underwriters do not exercise their over-allotment option) after deducting underwriting discounts and commissions, estimated offering expenses payable by us and the application of the net proceeds from this offering as described under "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders. You should refer to "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus in evaluating the material presented below.

				As of June 30, 2011
				Actual			As Adjusted
				(in thousands)
Cash and cash equivalents				$	9,036		$
Revolving Credit Facility				$	47,460		$
Stockholders' equity (deficit):
	Common stock, par value $0.01 per share—100,000,000 shares authorized and 18,008,048 outstanding as of June 30, 2011				180
	Preferred stock, par value $0.01 per share—10,000,000 shares authorized and 0 outstanding as of June 30, 2011				—
	Series A Junior Participating Preferred Stock, par value $0.01 per share—1,000,000 shares authorized and 0 outstanding as of June 30, 2011				—
	Additional paid-in capital				444,132
	Accumulated deficit				(379,955	)
	Treasury stock				(1,309	)
	Accumulated other comprehensive loss				(11,546	)
		Total stockholders' equity		$	51,502		$
			Total capitalization(1)	$	98,962		$

(1)

Assuming that we sell            shares of common stock, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total capitalization by approximately $             million.

33

DILUTION

        Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering will exceed the net tangible book value per share of common stock after this offering. If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and net tangible book value per share of our common stock after this offering. The following table illustrates our net tangible book value per share of our common stock as of June 30, 2011, without giving effect to this offering.

			June 30, 2011
			(in thousands, except per share data)
Total assets			$
	Less:
		Goodwill
		Other intangible assets, net
		Outsourcing contract costs, net
		Net tangible assets
Total liabilities
Net tangible book value
Shares outstanding
Net tangible assets per share			$

        After giving effect to the sale of                        shares of our common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of approximately $             million of the proceeds of the offering to repay the outstanding balance on our Revolving Credit Facility, our net tangible book value, which we refer to as our pro forma net tangible book value, as of June 30, 2011 would have been approximately $             million, or $            per share of our common stock.

        This amount represents an immediate increase in our pro forma net tangible book value of $            per share to our existing stockholders and an immediate dilution in our pro forma net tangible book value of $            per share to new investors purchasing shares of our common stock at the initial public offering price. We calculate dilution per share to new investors by subtracting the pro forma net tangible book value per share from the initial public offering price paid by the new investor. The following table illustrates the dilution to new investors on a per share basis:

Assumed initial public offering price			$
	Net tangible book value per share as of June 30, 2011	$
	Increase per share attributable to this offering
Pro forma net tangible book value per share after this offering			$
Dilution per share to new investors			$

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value as of June 30, 2011 by approximately $             million, the pro forma net tangible book value per share by $            per share and the dilution in pro forma net tangible book value per share to new investors by $            per share, assuming the number of shares

34

offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The table below sets forth, as of June 30, 2011, the number of shares of our common stock issued, the total consideration paid and the average price per share paid by our existing stockholders and our new investors in this offering, after giving effect to the issuance of                        shares of common stock in this offering at the assumed initial public offering price of $            per share, before deducting underwriting discounts and commissions and our estimated offering expenses.

	Shares Purchased			Total Consideration
							Average Price Per Share
	Number	Percent		Amount	Percent
				(in millions)
Existing stockholders			%	$		%	$
New investors			%			%
Total			%	$		%	$

        As of June 30, 2011, we had 18,008,048 shares of common stock outstanding and, assuming the sale of                        shares of common stock by the selling stockholders as contemplated hereunder, if this offering had been consummated as of such date the number of shares held by existing stockholders would have been reduced to                        shares or        % of the total number of shares of our common stock outstanding, immediately after the consummation thereof. The above discussion and tables assume the underwriters will not exercise the overallotment option and includes 1,560,781 shares of unvested restricted stock granted pursuant to our Equity Incentive Plans and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan and excludes 317,895 restricted stock units granted pursuant to the 2007 Director Plan as of June 30, 2011.

        If the underwriters' overallotment option is exercised in full, the net tangible book value as of June 30, 2011 would have been $             million, or $            per share of our common stock, representing dilution of $            per share to new investors. Assuming such exercise, the number of shares held and the percentage of total consideration paid by the existing stockholders after this offering would be reduced to        % and        %, respectively, and the number of shares held and the percentage of total consideration paid by new investors would increase to        % or        %, respectively.

35

SELECTED CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain of our selected consolidated financial information for the periods represented. The financial data for the years ended December 31, 2006, 2007, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements and notes thereto. The financial data for the six months ended June 30, 2010 and 2011 have been derived from our unaudited condensed consolidated financial statements and notes thereto.

        The financial data presented below, and throughout this prospectus, have been adjusted to reflect the January 2009 sale of our ITSM division in accordance with ASC 360-10. See "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus.

        The data presented below should be read in conjunction with, and are qualified in their entirety by reference to "Capitalization," "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and the notes thereto included elsewhere in this prospectus.

				Years Ended December 31,															Six Months Ended June 30,
				2006			2007			2008			2009			2010			2010			2011
				(in thousands, except per share data)
Statement of Operations Data:
	Revenue
		Equipment and software		$	92,136		$	97,667		$	74,434		$	71,315		$	53,500		$	24,182		$	27,639
		Software services			43,999			44,650			43,521			35,276			35,217			17,516			20,691
		Maintenance and other services			91,462			95,879			90,142			72,937			67,685			30,748			33,506
		Business process outsourcing			28,792			37,283			63,823			93,104			97,809			48,504			46,709
			Total revenue		256,389			275,479			271,920			272,632			254,211			120,950			128,545
	Gross profit				83,056			88,864			76,219			74,771			68,168			26,784			36,504
	Operating expenses
		Research and development			7,275			6,506			5,179			4,246			5,093			2,545			3,096
		Selling, general and administrative			59,568			73,669			79,102			69,321			77,601			37,314			38,162
		Goodwill impairment			—			—			23,442			—			—			—			—
			Total operating expenses		66,843			80,175			107,723			73,567			82,694			39,859			41,258
	Operating income (loss)				16,213			8,689			(31,504	)		1,204			(14,526	)		(13,075	)		(4,754	)
	Other income (expense)(1)				(20,104	)		(15,626	)		503			(5,365	)		(5,389	)		772			(3,153	)
	Loss from continuing operations before income tax				(3,891	)		(6,937	)		(31,001	)		(4,161	)		(19,915	)		(12,303	)		(7,908	)
	Income tax expense				3,875			6,613			2,355			3,293			2,361			(402	)		1,222
	Net loss from continuing operations			$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(11,901	)	$	(9,129	)
	Net loss per share from continuing operations
	Basic and diluted			$	(1.28	)	$	(1.51	)	$	(2.15	)	$	(0.48	)	$	(1.39	)	$	(0.74	)	$	(0.56	)
Other Financial Data:
	Adjusted EBITDA(2)			$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	7,615		$	10,000
Pro forma as adjusted net loss per share(3)
	Basic and diluted																		$
Pro forma as adjusted weighted average shares(3)
	Basic and diluted																		$

36

		December 31,											June 30,
		2006			2007		2008		2009		2010		2011
		(in thousands)
Balance Sheet Data:
	Total assets	$	212,597		$	239,519	$	222,622	$	191,019	$	222,037		213,597
	Current obligations under long-term debt		32,843			14,853		51,111		31,430		46,315		47,460
	Long-term debt, less current maturities		201,841			1,228		6,352		6,133		15,428		14,633
	Total liabilities		364,182			125,510		149,712		122,227		167,143		162,095
	Series A preferred stock		18,040			—		—		—		—		—
	Series B preferred stock		13,520			—		—		—		—		—
	Stockholders' equity (deficit)		(169,625	)		114,009		72,910		68,792		54,894		51,502

        The following table provides a reconciliation of Adjusted EBITDA to our net income for the periods indicated as calculated and presented in accordance with GAAP:

	Years Ended December 31,															Six Months Ended June 30,
	2006			2007			2008			2009			2010			2010			2011
	(in thousands, except per share data)
Net loss from continuing operations	$	(7,766	)	$	(13,550	)	$	(33,356	)	$	(7,454	)	$	(22,276	)	$	(11,901	)	$	(9,129	)
Income tax expense		3,875			6,613			2,355			3,293			2,361			(402	)		1,222
Interest income		(213	)		(747	)		(219	)		(437	)		(68	)		(18	)		(15	)
Interest expense		20,192			14,964			3,583			4,241			4,189			1,842			2,692
Outsourcing contract cost amortization		526			2,298			2,883			3,497			4,341			2,084			2,307
Depreciation and amortization		11,483			10,491			15,299			15,276			16,452			7,771			8,525
IPO related costs(4)		—			—			—			—			2,933			—			—
Purchase accounting adjustment(5)		—			—			—			—			1,110			318			—
Restructure costs(6)		1,685			680			2,993			815			4,677			3,451			1,187
Deal costs(7)		—			—			—			—			3,179			1,387			—
Stock-based compensation		249			2,501			4,183			5,144			6,022			3,082			3,211
PrivatGirot gain(8)		—			—			—			(561	)		—			—			—
Goodwill impairment		—			—			23,442			—			—			—			—
Adjusted EBITDA	$	30,031		$	23,250		$	21,163		$	23,814		$	22,920		$	7,615		$	10,000

(1)

Other income (expenses) includes interest expense, interest income, and sundry expenses, which are comprised of exchange rate gains and losses and other miscellaneous expenses.

(2)

We define Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) as net income (loss) from continuing operations (as calculated under GAAP) plus net interest expense, income tax expense, depreciation and amortization, outsourcing contract cost amortization, IPO related costs, purchase accounting adjustment, restructure costs, deal related costs, stock-based compensation, and goodwill impairments less PrivatGirot gain. Other companies may calculate Adjusted EBITDA differently than we calculate Adjusted EBITDA. We have provided Adjusted EBITDA because we believe it will help investors and analysts evaluate our operating performance because:

•

securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;

•

it facilitates management's ability to measure operating performance of our business because it assists us in comparing our operating performance on a consistent basis, given that it removes the effect of items not directly resulting from our core operations;

37

•

it is used by our management for planning purposes, including the preparation of our internal annual operating budget;

•

it is used by our management to allocate resources to enhance the financial performance of our business;

•

it is used by our management to evaluate the effectiveness of our operational strategies;

•

it is used by our board of directors and management for determining certain management compensation targets and thresholds; and

•

we adopted ASC 718 on January 1, 2006 and recorded stock-based compensation expense. Prior to January 1, 2006, we accounted for stock-based compensation using the intrinsic value method which resulted in zero stock-based compensation expense.

By comparing our Adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations caused by stock-based compensation expense, which is not comparable from year to year due to changes in accounting treatment and is a non-cash expense that is not a key measure of our operations.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP, such as net income, income from operations or cash provided by operating activities. The following are some of the limitations on Adjusted EBITDA's usefulness:

•

it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

•

it does not reflect changes in, or cash requirements for, working capital;

•

it does not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our Revolving Credit Facility;

•

it does not reflect payments made or future requirements for income taxes;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and

•

because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to Adjusted EBITDA measures of other companies.

Management compensates for these limitations by primarily relying on GAAP results and relying on Adjusted EBITDA only supplementally.

However, Adjusted EBITDA does not determine our ability to borrow under the Revolving Credit Facility. Instead, our ability to borrow under the Revolving Credit Facility is determined using EBITDA, as defined therein. Management does not believe that EBITDA, as defined under the Revolving Credit Facility, is an effective measure of our annual operating performance due to the significant adjustments to net income required by the terms of the Revolving Credit Facility. In our calculations of EBITDA under the Revolving Credit Facility, the terms thereof require us to:

(i)

exclude the following items from consolidated net income:

•

the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;

38

•

the income (or deficit) of any other person (other than a subsidiary) in which we have an ownership interest, except to the extent any such income has actually been received by us in the form of cash dividends or distributions;

•

the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;

•

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period;

•

any write-up of any asset;

•

any net gain from the collection of the proceeds of life insurance policies;

•

any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;

•

any earnings of our successor prior to a consolidation, merger or transfer of assets; and

•

any deferred credit representing the excess of equity in any of our subsidiaries at the date of acquisition of such subsidiaries over the cost to us of the investment in such subsidiaries;



(ii)

deduct the following items from consolidated net income:

•

income tax credits;

•

interest income;

•

gains from extraordinary items;

•

any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;

•

any other non-cash gains that have been added in determining consolidated net income; and

•

non-cash gains resulting from foreign currency conversions; and



(iii)

add back the following items to consolidated net income:

•

any provision for income or franchise taxes;

•

interest expense;

•

loss from extraordinary items for such period;

•

depreciation and amortization for such period;

•

amortized debt discount for such period;

•

the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;

•

any aggregate net loss on the sale of our property outside the ordinary course of business;

•

non-cash losses resulting from foreign currency conversion;

•

subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;

39

•

subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;

•

subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and

•

subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility" included elsewhere in this prospectus.

(3)

The pro forma adjustments assume (a) the sale of             shares of our common stock at the beginning of the periods presented at an initial offering price of $            per share, (b) a $         million reduction of tax adjusted interest expense due to the pay down of the Revolving Credit Facility using a portion of the net proceeds received from this offering, (c) the increase in the pro forma weighted average shares outstanding of            to account for the number of shares required to pay down the Revolving Credit Facility and (d) application of the net proceeds received by us from this offering as described under "Use of Proceeds."

(4)

IPO related costs are charges incurred in connection with the filing of the registration statement on Form S-1, initially filed on August 8, 2007, and the amendments thereto, which was subsequently withdrawn on May 16, 2011. The costs were held on the balance sheet until the fourth quarter of 2010 when they were expensed in Sundry, net due to management's decision to pursue a new offering and related registration process in 2011.

(5)

Purchase accounting adjustment reflects an increase in revenue by the amount that would have been recorded as if such deferred revenue were not adjusted to fair value at the date of the acquisition of ECM in June 2010.

(6)

Restructure costs are severance costs and site closure costs associated with our restructuring activities.

(7)

Deal costs are charges incurred for acquisition activities and business development efforts relating to large outsourcing opportunities that were ultimately not implemented by the potential client.

(8)

PrivatGirot gain is associated with the acquisition of PrivatGirot in June 2009 for a cost less than fair market value.

40

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Selected Consolidated Financial Data" and our audited and unaudited financial statements and related notes appearing elsewhere in this prospectus. Our actual results may differ materially from those anticipated in these forward looking statements as a result of a variety of risks and uncertainties, including those described elsewhere in this prospectus under "Cautionary Statement Concerning Forward Looking Statements" and "Risk Factors." We assume no obligation to update any of these forward looking statements.

Overview

        BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Bank of America, Discover, HP, U.S. Bank and Swedbank.

        We offer our solutions on a fully outsourced basis, which we own and manage, or on an in-house basis that is acquired and deployed by our clients. We have provided in-house solutions to our clients for nearly 40 years and began offering our fully outsourced solution, which we refer to as business processing outsourcing, or BPO, in 2005. Most of our clients utilize our solutions on an in-house basis.

        Our BPO services are provided through our 19 BPO centers located throughout the world. Our BPO services include financial process services, electronic document management services and finance and administrative services. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees.

        Clients who use our solutions for their processing needs acquire our internally-developed software and hardware solutions and deploy them internally. Our in-house solutions are generally sold with a combination of upfront fees, additional fees and recurring annual maintenance fees.

        We concentrate on three markets: Financial Process Services, Electronic Document Management Services and Finance and Administration Services. Financial Process Services includes account origination and servicing, payment processing, merchant card services, and mobile payment services. Electronic Document Management Services includes the electronic capture of paper and electronic documents, combined with extraction of information from the documents and integration of the captured data into appropriate business applications. Finance and Administration Services includes accounts payable automation, accounts receivable automation, and, in the healthcare industry, revenue cycle management.

        We derive revenue primarily from four sources: (a) equipment and software sales; (b) software services; (c) maintenance and other services; and (d) BPO.

        Our business is subject to general economic conditions as well as conditions in the financial services sector, and our business and results of operations were adversely impacted by the global economic slowdown in 2009 and 2010 and the related weakness in the capital and credit markets. In addition, demand for paper-based processing solutions has continued to decline due to market trends, including reduced check volumes, check truncation and the passage of Check 21. We believe this decline has adversely impacted some of our business lines, particularly our software services revenue, over the past few years.

        Globalization and rapid technological innovation are creating an increasingly competitive business environment that requires enterprises to fundamentally change their business processes. This environment is characterized by greater focus on increased quality, lower costs, faster turnaround and heightened regulatory scrutiny. Those companies that process high volumes of payments, documents

41

and other content are particularly challenged by this environment. To make necessary changes and adequately address these needs, companies are focusing on their core competencies and utilizing cost-effective outsourced solutions to improve productivity, lower costs and manage operations more efficiently. By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction.

        We believe our business will be positively impacted by these industry dynamics in the future and accordingly, we have continued to invest in our BPO business over the last few years.

        Over the past few years, our results have also been impacted by foreign currency fluctuations. In 2008 and 2009, our revenues were adversely impacted by a relative strengthening of the dollar as compared to other currencies. In 2010 and 2011, we have benefited from the declining value of the dollar. The impact of foreign currency fluctuations has increased as we made strategic acquisitions that expanded our presence in Sweden and Germany. We anticipate that our results will be impacted by currency fluctuations in the future as we do not anticipate entering into significant hedging arrangements.

        In response to market conditions, in 2010 we took steps to reduce our operating expenses through restructuring activities, including headcount reductions and facility closures. In addition, as our BPO business grows, we believe we will benefit from economies of scale resulting from the increased utilization of our capital investments.

        To finance our investments in our BPO business and to fund our acquisitions, we have increased our borrowings under our revolving credit facility. The financial covenants in our revolving credit facility may limit our ability to pursue additional acquisitions or invest in our BPO business and we may be required to seek other sources of liquidity to continue such investments and acquisitions.

Revenue and Expenses

        Equipment and software sales includes revenue from the sale of our own and third-party equipment and the licensing of software; integration of our own and third party developed software with our own and third party manufactured equipment and consumable products used by us and third party manufactured equipment.

        Software services includes revenue from our ongoing support of our developed software. Charges for our software services are pre-paid on a monthly, quarterly or annual basis.

        Maintenance and other services includes revenue from our ongoing support of our own and third-party manufactured equipment. Charges for our maintenance and other services are pre-paid on a monthly, quarterly or annual basis.

        BPO services includes revenue from payment processing or document and content processing for our clients' businesses. Our BPO contracts are typically long-term contracts of five to seven years and are renewable.

        The recurring nature of our software services, maintenance and other services and BPO services revenue provides us with predictable revenue streams during various economic cycles.

        We continue to transition from equipment and software, software services and maintenance and other services to BPO. BPO revenue represented 23.5% of total revenue in 2008 and 38.5% of total revenue in 2010. As our BPO revenue increases, we will incur start-up expenses associated with implementing new business. These costs are capitalized and amortized over the life of the contract. In addition, we will have to increase personnel to support the new business.

        Paper-based payment volumes have been consistently declining in recent years, which we believe has negatively impacted demand for our traditional hardware and software and related services. To counter the effects of this trend, we have pursued and continue to pursue development of document processing capabilities, strategic acquisitions to expand our product and service offerings and to enter

42

into new geographic regions, and the expansion of our BPO business. As we continue to transition from a solutions and maintenance company to a BPO provider, which includes not only signing new BPO customers but also converting existing maintenance paying solutions customers to our BPO offerings, we expect the mix of our revenues to change to a higher proportion of revenue from BPO. For the year ended December 31, 2010, we made progress converting customers. However, we also continued to be negatively impacted by the global economic downturn, which disproportionately impacted several of the key industries we serve.

        Our expenses consist primarily of the following: (a) cost of sales, which includes salaries, wages, benefits, equipment and supplies; (b) research and development, which includes salaries, wages, benefits and travel; (c) SG&A, which includes salaries, wages, benefits, commissions, travel, information technology ("IT"), legal and other expenses; (d) interest on debt obligations; and (e) taxes, most of which arise in connection with our foreign operations.

        We expect to incur additional expense associated with being a public company in future periods, including increased personnel costs, legal costs, accounting costs, board compensation expense, investor relations costs, insurance premiums, and costs associated with our compliance with Section 404 of SOX, other applicable SEC regulations and the requirements of The Nasdaq Stock Market.

        In 2010, we announced a worldwide reduction in workforce initiative. We recorded $3.4 million of severance expenses and also announced a plan to close three facilities in the United States. A reserve of $1.3 million was also recorded for the facility closures.

        We have operations in 15 countries and use the local currencies as the functional currency and the U.S. Dollar as the reporting currency. Transactions between us and our international subsidiaries are denominated in U.S. Dollars and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Approximately $138.5 million, or 50.8%, of our 2009 revenue was denominated in foreign currencies. Approximately $149.9 million, or 59.0%, of our revenue for the year ended December 31, 2010 was denominated in foreign currencies. Approximately $88.8 million, or 69.1%, of our revenue for the six months ended June 30, 2011 was denominated in foreign currencies. We currently receive revenue in seven foreign currencies. Based on the results of our international operations for years 2008, 2009 and 2010 and the six months ended June 30, 2011, a 10% appreciation or depreciation in such currencies against the U.S. Dollar would have increased or decreased revenue, as applicable, by approximately $14.8 million, $13.9 million, $15.0 million and $8.9 million, respectively. Transaction gains and losses on U.S. Dollar denominated transactions are recorded within Sundry, net in our Consolidated Statements of Operations and were not material in 2008, 2009 or 2010. The major foreign currency exposures are the Pound Sterling, the Euro and the Swedish Krona.

        We are subject to income tax in the foreign jurisdictions where we conduct business. In certain of these jurisdictions, our operations generate taxable income, which results in income tax expense for our consolidated financial statements despite incurring net pre-tax losses on a consolidated basis. In recent periods, we have generated significant taxable income in one of our main foreign jurisdictions that resulted in $1.4 million, or 59%, of our tax expense for 2010. To the extent we are successful in growing our business and improving profitability in such foreign jurisdictions we will likely generate additional tax expense. In addition, we could experience volatility in our income tax expense as a significant portion of our earnings are generated in jurisdictions with tax rates that differ from those in the United States. Additionally, in most of the foreign jurisdictions in which we operate, we do not have a valuation allowance against deferred tax assets in those jurisdictions so the related taxable income generally results in tax expense. We believe it is most appropriate to analyze our income tax expense and changes thereto on an absolute basis versus as a percentage of income (loss) before taxes, since in periods of net loss the effective rate is not meaningful on a consolidated basis.

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Gross Margins

        Our gross margins have fluctuated annually due to changes in the revenue mix of products and services we offer, customers we sell to, competition, and lower costs associated with increased efficiencies. Equipment and software gross margins were 32.8% in 2008, 39.2% in 2009 and 30.5% in 2010 and were 22.0% and 33.4% for the six months ended June 30, 2010 and 2011, respectively. Software services gross margins were 60.7% in 2008, 61.1% in 2009 and 63.9% in 2010 and were 60.7% and 70.5% for the six months ended June 30, 2010 and 2011, respectively. Maintenance and other services gross margins were 27.1% in 2008, 24.7% in 2009 and 28.3% in 2010 and were 22.4% and 22.9% for the six months ended June 30, 2010 and 2011, respectively. Generally, gross margins for our BPO services are lower than our solutions based business. Our gross margins in our BPO segment have increased from 1.5% in 2008 to 7.7% in 2009 and to 10.5% in 2010 and were 8.1% and 10.7% for the six months ended June 30, 2010 and 2011, respectively. As we achieve economies of scale in our BPO services, we anticipate that our gross profit in the BPO segment will continue to increase while providing a higher level of earnings visibility and recurring revenue.

Geographic Segments

        We report our operations as two primary geographies: the Americas, which consists of North, Central and South America, and EMEA, which consists of Europe, the Middle East and Africa. The Americas and EMEA business units offer a similar portfolio of services and solutions, infrastructure services, business solutions and BPO services to similar types of clients. For revenues from external clients, a measure of profit or loss and total assets reported by segment and other information, see "Note M—Business Segment Data" and "Note N—Geographic Operations" to our Consolidated Financial Statements included elsewhere in this prospectus.

Recent Acquisitions

        On June 3, 2010, we purchased ECM, a German document processing solutions business with a presence in Europe and Central Africa. The purchase price was approximately $22.5 million, consisting of $9.3 million in cash and $13.2 million in contractual future payments.

        On June 23, 2009, we purchased PrivatGirot, a paper and electronic payment processing and document and content processing services business located in Sweden. PrivatGirot had, at the time of the acquisition, approximately 240 employees with annual revenues exceeding $18 million. The purchase price was approximately $4.1 million.

        On August 4, 2008, we purchased Document@Work, a scan-to-archive company based in France, which we merged into our existing operations in France. Document@Work established our BPO presence in France with revenues of approximately $1.0 million in 2008.

        On March 4, 2008, we purchased DocuData, an imaging, content management, media storage and BPO organization located in Texas. DocuData had, at the time of the acquisition, approximately 226 employees with annual revenues exceeding $16.0 million. The purchase price consisted of approximately $20.7 million in cash and a $3.0 million note payable to the seller.

Discontinued Operations

        Our ITSM division provided infrastructure services, including warranty services, fulfillment services and related maintenance support, to the IT industry, with focused deployment and ongoing support services for original equipment manufacturers and IT outsourcing providers. We completed the sale of our ITSM division, including licenses, contracts and assets, for cash of $10.0 million and $7.5 million in notes receivable on January 15, 2009. As required by ASC 360-10, the results of operations and cash flows of the ITSM operating segment have been presented as discontinued operations in the accompanying consolidated statements of operations and consolidated statements of cash flow. The related liabilities are presented as liabilities of discontinued operations held for sale in the accompanying consolidated balance sheets as of December 31, 2009 and 2010. Revenues for our ITSM

44

division included in discontinued operations were $105.2 million and $2.5 million for the years ended December 31, 2008 and 2009, respectively. Pre-tax loss for our ITSM division was $(6.3 million), $(0.6 million) and $(0.1 million) for the years ended December 31, 2008, 2009 and 2010, respectively. We recognized a gain on sale of $0.5 million, net of selling costs, in 2009.

Net Operating Loss Carry Forwards

        At June 30, 2011, we had foreign and domestic net operating loss carry forwards of $203.1 million. A valuation allowance has been provided to reduce the deferred tax asset to an amount management believes is more likely than not to be realized. Accordingly, this has lowered our effective tax rate. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction basis, based on the related operating performance.

Results of Operations

        The following table provides, for the periods indicated, the percentage relationship of the identified consolidated statement of operations items to total revenue.

		Years Ended December 31,									Six Months Ended June 30,
		2008			2009			2010			2010			2011
Revenue:
	Equipment and software		27.4	%		26.2	%		21.0	%		20.0	%		21.5	%
	Software services		16.0			12.9			13.9			14.5			16.1
	Maintenance and other services		33.2			26.8			26.6			25.4			26.1
	Business process outsourcing		23.4			34.1			38.5			40.1			36.3
			100.0			100.0			100.0			100.0			100.0
Cost of sales:
	Equipment and software		18.4			15.9			14.6			15.6			14.3
	Software services		6.3			5.0			5.0			5.7			4.7
	Maintenance and other services		24.2			20.2			19.1			19.7			20.1
	Business process outsourcing		23.1			31.5			34.5			36.8			32.4
			72.0			72.6			73.2			77.9			71.6
Gross profit			28.0			27.4			26.8			22.1			28.4
Operating expenses:
	Research and development		1.9			1.6			2.0			2.1			2.4
	Selling, general and administrative		29.1			25.4			30.5			30.9			29.7
	Goodwill impairment		8.6			—			—			—			—
			39.6			27.0			32.5			33.0			32.1
Operating income (loss)			(11.6	)		0.4			(5.7	)		(10.8	)		(3.7	)
Other income (expense):
	Interest income		0.1			0.2			0.0			0.0			0.0
	Interest expense		(1.3	)		(1.5	)		(1.6	)		(1.5	)		(2.1	)
	Sundry, net		1.4			(0.6	)		(0.5	)		2.1			(0.4	)
Loss from continuing operations			(11.4	)		(1.5	)		(7.8	)		(10.2	)		(6.2	)
Income tax expense			0.9			1.2			0.9			(0.3	)		1.0
Net loss from continuing operations			(12.3	)		(2.7	)		(8.8	)		(9.8	)		(7.1	)
Net loss from discontinued operations before income taxes			(2.3	)		(0.2	)		(0.0	)		0.0			0.0
Gain on disposal of discontinued operations			—			0.2			—			0.0			0.0
Net gain (loss) from discontinued operations			(2.3	)		(0.0	)		(0.0	)		0.0			0.0
Income tax benefit expense from discontinued operations			0.3			(0.0	)		—			0.0			0.0
Net loss from discontinued operations			(2.6	)		(0.0	)		(0.0	)		0.0			0.0
Net loss			(14.9	)%		(2.7	)%		(8.8	)%		(9.8	)%		(7.1	)%

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Comparison of Six Months Ended June 30, 2011 and June 30, 2010

        Consolidated Revenue.    Consolidated revenue of $128.5 million for the six months ended June 30, 2011 increased by $7.6 million, or 6.3%, from the comparative period in 2010. Revenue increased by $6.1 million from the comparative period in 2010 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software increased by $2.0 million, software services increased by $2.3 million, maintenance and other services increased by $1.3 million and BPO decreased by $4.1 million.

•

The Americas total revenue of $51.5 million for the six months ended June 30, 2011 decreased by $7.2 million from the comparative period in 2010, or $7.4 million on an exchange rate neutral basis. On an exchange rate neutral basis the variances were due to the following:

•

BPO revenue decreased by $2.5 million due to a decline in our payment processing volumes together with the impact of not on-boarding any large new BPO customers in the third and fourth quarters of 2010;

•

software services revenue decreased by $1.2 million also due primarily to lower payment processing volumes, including a decline in paper-based volume;

•

maintenance and other services revenue decreased by $3.1 million due to past and continuing decommissioning of check processing equipment as the decline in paper-based volumes continued across the industry; and

•

equipment and software revenue decreased by $0.6 million due to decreased capital investments made by our clients in connection with overall economic conditions.

•

The Americas revenue accounted for 40.0% of total revenue for the six months ended June 30, 2011, compared with 48.5% of total revenue for the six months ended June 30, 2010.

•

EMEA total revenue of $77.0 million for the six months ended June 30, 2011 increased by $14.8 million from the comparative period in 2010. The EMEA revenue was positively impacted by $5.7 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•

BPO revenue decreased by $1.6 million due to a decline in payment processing volumes and a project that occurred in the 2010 period that did not recur in the 2011 period;

•

software services revenue increased by $3.6 million due to the acquisition of ECM in June 2010;

•

maintenance and other services revenue increased by $4.4 million due to the acquisition of ECM in June 2010; and

•

equipment and software revenue increased by $2.7 million.

•

EMEA revenue accounted for 60.0% of total revenue for the six months ended June 30, 2011 compared with 51.5% for the six months ended June 30, 2010.

        Consolidated Gross Profit.    Consolidated gross profit of $36.5 million for the six months ended June 30, 2011 increased by $9.7 million, or 36.3%, from the comparative period in 2010. Consolidated gross margin for the six months ended June 30, 2011 was 28.4% compared to 22.1% for the six months ended June 30, 2010. Gross profit increased by $1.9 million from the comparative period in 2010 due to foreign exchange fluctuations. On an exchange rate neutral basis, gross profit increased by $3.3 million in equipment and software, $3.5 million in software services, $0.4 million in maintenance and other services and $0.6 million in BPO.

        Equipment and software gross margin was 33.4% for the six months ended June 30, 2011 and 22.0% for the comparative period in 2010. Software service gross margin was 70.5% for the six months ended June 30, 2011 and 60.7% for the comparative period in 2010. Maintenance and other services gross margin was 22.9% for the six months ended June 30, 2011 and 22.4% for the comparative period

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in 2010. BPO gross margin was 10.7% for the six months ended June 30, 2011 and 8.1% for the comparative period in 2010.

•

The Americas total gross profit of $12.7 million for the six months ended June 30, 2011 increased by $1.3 million from the six months ended June 30, 2010. The Americas gross profit increased by $0.1 million for the six months ended June 30, 2011 from the six months ended June 30, 2010 due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances were due to the following:

•

BPO gross profit decreased by $0.1 million from the six months ended June 30, 2010, due to a decrease in revenue, offset by the favorable expense impact from our 2010 restructuring activities;

•

software services gross profit decreased by $0.3 million and gross margin increased from 86.2% for the six months ended June 30, 2010 to 98.8% for the comparative period in 2011 due to our cost reductions in 2010;

•

maintenance and other services gross profit decreased by $0.2 million, despite the decrease in revenue, due to the favorable expense impact from our restructuring activities in 2010 which resulted in a gross margin increase from 22.5% for the six months ended June 30, 2010 to 26.1% for the comparative period in 2011; and

•

equipment and software gross profit increased by $1.8 million, with cost of sales more than offsetting our decline in revenues, resulting in a gross margin increase from 11.4% for the six months ended June 30, 2010 to 49.6% for the comparative period in 2011.

•

The Americas gross margin increased to 24.5% for the six months ended June 30, 2011 from 19.3% for the six months ended June 30, 2010 on an exchange rate neutral basis.

•

EMEA total gross profit of $23.8 million increased by $8.4 million, or 54.4%, for the six months ended June 30, 2011 from the comparative period in 2010. EMEA gross profit was positively impacted by $1.8 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•

BPO gross profit increased by $0.7 million and gross margin increased from 14.8% for the six months ended June 30, 2010 to 19.0% for the comparative period in 2011 due to higher utilization of personnel in our BPO operations and increased utilization of off-shore resources;

•

software services revenue gross profit increased by $3.8 million due to the acquisition of ECM in June 2010 and a gross margin increase from 43.3% for the six months ended June 30, 2010 to 59.6% for the comparative period in 2011;

•

maintenance and other services gross profit increased by $0.6 million and gross margin decreased from 22.3% for the six months ended June 30, 2010 to 20.2% for the comparative period in 2011; and

•

equipment and software gross profit increased by $1.5 million due to increased revenue and a gross margin increase from 26.9% for the six months ended June 30, 2010 to 29.0% for the comparative period in 2011.

•

EMEA gross margin increased to 30.9% for the six months ended June 30, 2011 from 24.8% for the six months ended June 30, 2010 on an exchange rate neutral basis.

        Operating Expenses.    Operating expenses of $41.3 million for the six months ended June 30, 2011 increased by $1.4 million from the comparative period in 2010. Operating expenses increased $1.4 million due to foreign currency fluctuations, so on an exchange rate neutral basis, total operating

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expenses were unchanged. Operating expenses changed primarily as follows, on an exchange rate neutral basis:

•

Product development expenses increased by $0.4 million primarily due to an increase in software development costs; and

•

SG&A decreased by $0.4 million due to the favorable impact of our 2010 restructuring activities on our 2011 costs.

        Interest Expense.    Interest expense for the six months ended June 30, 2011 was $2.7 million compared to $1.8 million for the six months ended June 30, 2010 due to the increased outstanding balances on the Revolving Credit Facility.

        Sundry Items.    Sundry items resulted in a net expense of $0.5 million during the six months ended June 30, 2011 as compared with a gain of $2.6 million in the six months ended June 30, 2010. The gain in the six months ended June 30, 2010 pertained primarily to a gain on settlement of litigation.

        Income Tax Expense (Benefit).    The income tax provision for the six months ended June 30, 2011 was $1.2 million as compared to the corresponding prior-year income tax benefit of ($0.4) million. The income tax provision for both periods related primarily to income from our international subsidiaries. The higher income tax expense in 2011 was due to the change in the mix of pre-tax income (loss) between jurisdictions for which no income taxes are recognized due to valuation reserves in place and jurisdictions for which income taxes are recognized.

Comparison of Years Ended December 31, 2010 and December 31, 2009

        Consolidated Revenue.    Consolidated revenue of $254.2 million for the year ended December 31, 2010 decreased by $18.4 million, or 6.8%, from the prior year. Revenue decreased by $2.2 million from the comparative period in 2009 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software decreased by $16.6 million, software services increased by $0.2 million, maintenance and other services decreased by $4.2 million and BPO increased by $4.4 million.

•

The Americas total revenue of $115.9 million for the year ended December 31, 2010 decreased by $31.1 million from the year ended December 31, 2009, or $32.1 million on an exchange rate neutral basis. On an exchange rate neutral basis the variances were due to the following:

•

BPO revenue decreased by $5.0 million, or 9.4%, due to a $7.1 million decrease in revenues from the scan-to-archive portion of our BPO business, which was driven by the completion in 2009 of a significant client contract that did not recur in 2010. This decrease was partially offset by increased revenues from the non-scan-to-archive portion of our BPO business, which saw a 15% increase in volumes year over year. Most of our BPO arrangements are billed based on the number of transactions processed. Our sales of new BPO arrangements during the year ended December 31, 2010 were not sufficient to generate revenue to offset the impacts of the decline of processing volumes of our existing BPO contracts and the completion of the significant client contract referred to above during the year;

•

software services revenue decreased by $0.5 million also due primarily to lower payment processing volumes, including a decline in paper-based volume, and consistent with our expectations of revenue trends;

•

maintenance and other services revenue decreased by $12.7 million due to past and continuing decommissioning of check processing equipment as the decline in paper-based volumes continued across the industry; and

•

equipment and software revenue decreased by $13.9 million due to decreased capital investments made by our clients in connection with overall economic conditions. We believe that a portion of this decline was due to delays in customer investment decisions to upgrade or replace existing hardware and software solutions. The remainder of the decline was

48

consistent with our expectations that fewer of our customers will invest in payment processing hardware and software, but instead will evaluate converting to a BPO solution for their payment processing needs.

•

The Americas revenue accounted for 45.6% of total revenue for the year ended December 31, 2010, compared with 53.9% of total revenue for the year ended December 31, 2009.

•

EMEA total revenue of $138.3 million for the year ended December 31, 2010 increased by $12.7 million from 2009. EMEA total revenue increased by $17.4 million from 2009 due to our acquisition of ECM in June 2010. The inclusion of ECM revenues enabled us to offset declines in our maintenance and software services revenue that we would have expected to occur based on our focus on converting customers to BPO. The EMEA revenue was negatively impacted by $3.1 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•

BPO revenue increased by $9.4 million due to an increase in our documents and content processing services. In 2009 and the early part of 2010, we signed several BPO arrangements that began generating revenue in 2010;

•

software services revenue increased by $0.8 million due to the acquisition of ECM in June 2010, which contributed approximately $2.4 million to software services revenue for the year and offset what otherwise would have been a decline in this revenue stream;

•

maintenance and other services revenue increased by $8.5 million due to the acquisition of ECM in June 2010. ECM contributed approximately $8.7 million to this revenue stream during the year; and

•

equipment and software revenue decreased by $2.9 million due to a decrease in capital investments by our clients as paper-based volumes continued to decrease, largely as a result of the recession adversely impacting our clients, particularly in the financial services sector. ECM contributed approximately $5.9 million to our equipment and software revenue during the year, which helped offset the overall decline in this area.

•

EMEA revenue accounted for 54.4% of total revenue for the year ended December 31, 2010 compared with 46.1% for the year ended December 31, 2009.

        Consolidated Gross Profit.    Consolidated gross profit of $68.2 million for the year ended December 31, 2010 decreased by $6.6 million, or 8.8%, from 2009. Consolidated gross margin for the year ended December 31, 2010 was 26.8% compared to 27.4% for the year ended December 31, 2009. Gross profit decreased by $0.7 million from the comparative period in 2009 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software gross profit decreased by $11.2 million, or 40.2%, partially offset by increases of $1.0 million in software services gross profit, $1.5 million in maintenance and other services gross profit and $2.8 million in BPO gross profit.

        Equipment and software gross margin was 39.2% for 2009 and 30.5% for 2010. Software service gross margin was 61.1% for 2009 and 63.9% for 2010. Maintenance and other services gross margin was 24.7% for 2009 and 28.3% for 2010. BPO gross margin was 7.7% for 2009 and 10.5% for 2010.

•

The Americas total gross profit of $20.9 million for the year ended December 31, 2010 decreased by $16.3 million, or 43.8%, from 2009. The Americas gross profit decreased by $3.3 million for the year ended December 31, 2010 from the prior year due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances were due to the following:

•

BPO revenue decrease and a one-time site closure expense resulted in a decrease in gross profit of $3.6 million and a gross margin decrease from 4.6% in 2009 to (2.5%) in 2010;

•

software services gross profit increased by $0.4 million and gross margin increased from 73.3% in 2009 to 78.9% in 2010 due to cost reductions;

49

•

maintenance and other services gross profit declined by $3.2 million due to lower revenues and a gross margin decrease from 23.0% in 2009 to 22.1% in 2010; and

•

equipment and software gross profit declined by $13.2 million due to lower revenues and a gross margin decrease from 46.2% in 2009 to 29.0% in 2010 due to lower utilization of personnel and higher severance expenses.

•

The Americas gross margin decreased to 20.2% for the year ended December 31, 2010 from 27.7% for the year ended December 31, 2009 on an exchange rate neutral basis.

•

EMEA total gross profit of $47.3 million increased by $9.7 million, or 25.8%, for the year ended December 31, 2010. EMEA gross profit was negatively impacted by $1.1 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•

BPO gross profit increased by $6.4 million due to higher revenue and a gross margin increase from 11.9% in 2009 to 22.5% in 2010 due to higher utilization of personnel in our BPO operations and our off-shore activities;

•

software services revenue gross profit increased by $0.6 million due to the acquisition of ECM in June 2010 and a gross margin increase from 52.7% in 2009 to 53.6% in 2010;

•

maintenance and other services gross profit increased by $4.8 million due to the acquisition of ECM in June 2010 and a gross margin increase from 27.7% in 2009 to 34.7% in 2010; and

•

equipment and software gross profit decreased by $1.0 million due to lower revenue and a gross margin decrease from 34.7% in 2009 to 32.8% in 2010.

•

EMEA gross margin increased to 32.8% for the year ended December 31, 2010 from 29.1% for the year ended December 31, 2009 on an exchange rate neutral basis.

        Operating Expenses.    Operating expenses of $82.7 million for the year ended December 31, 2010 increased by $9.1 million from 2009. Operating expenses changed primarily as follows:

•

Product development expenses increased $0.8 million primarily due to an increase in software development costs;

•

SG&A increased by $8.3 million, or 11.9%, primarily due to the following:

•

an increase in costs associated with our newly acquired ECM operations of $7.5 million;

•

an increase in restructuring charges of $3.9 million;

•

reductions in cost from combining Americas finance functions into corporate finance resulted in cost savings of $2.3 million;

•

a decrease in external IT services of $1.2 million;

•

cost savings in various corporate areas of $0.5 million; and

•

Foreign exchange fluctuations increased expenses $0.5 million.

        Interest Expense.    Interest expense for the years ended December 31, 2010 and 2009 was $4.2 million in each year.

        During 2010, we experienced lower average interest rates on our higher average outstanding balances on the Revolving Credit Facility, resulting in no significant change to total interest expense.

        Sundry Items.    Sundry items resulted in a loss of $1.3 million during the year ended December 31, 2010, as compared with a loss of $1.6 million in the year ended December 31, 2009. This decrease was primarily due to foreign exchange fluctuations.

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        Income Tax Expense (Benefit).    The income tax provision for the year ended December 31, 2010 is $2.4 million, as compared to a corresponding prior-year income tax provision of $3.3 million. The income tax provision for both periods related primarily to income from our international subsidiaries. The lower income tax expense in 2010 was due to the change in the mix of pre-tax income (loss) between jurisdictions for which no income taxes are recognized due to valuation reserves in place and jurisdictions for which income taxes are recognized. The change in mix in 2010 compared to 2009 is due to significant costs related to restructure costs and IPO related costs incurred in the United States, a jurisdiction for which net deferred tax assets are fully reserved.

Comparison of Years Ended December 31, 2009 and December 31, 2008

        Consolidated Revenue.    Consolidated revenue of $272.6 million for the year ended December 31, 2009 increased by $0.7 million, or 0.3%, from the prior year. Revenue decreased by $16.5 million from the comparative period in 2008 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software increased by $1.8 million, software services decreased by $5.4 million, maintenance and other services decreased by $14.0 million and BPO increased by $34.7 million.

•

The Americas total revenue of $147.0 million for the year ended December 31, 2009 increased by $10.6 million from the prior year. The Americas revenue decreased by $0.6 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances are due to the following:

•

BPO revenue increased by $20.9 million due to new contract signings. In addition, our BPO revenue increased due to the inclusion of twelve months of revenue related to the DocuData acquisition in 2009 compared to only ten months in 2008;

•

software services revenue decreased by $1.1 million due to decommissioning of check processing equipment primarily as a result of the decline in paper-based payment processing volumes;

•

maintenance and other services revenue decreased by $12.1 million also due to continued decommissioning of check processing equipment as the decline in paper-based volumes continued across the industry; and

•

equipment and software revenue increased by $4.1 million due to increased capital investments made by our clients in connection with the improvement of market conditions.

•

The Americas revenue accounted for 53.9% of total revenue for the year ended December 31, 2009 compared with 50.1% for the year ended December 31, 2008.

•

EMEA total revenue of $125.7 million for the year ended December 31, 2009 decreased by $9.9 million from the prior year. The EMEA revenue decreased by $15.3 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances are due to the following:

•

BPO revenue increased by $13.8 million due to new contract signings. In addition, our BPO revenue increased due to the inclusion of six months of revenue related to the PrivatGirot acquisition;

•

software services revenue decreased by $4.3 million due to decommissioning of payment processing equipment as the decline in paper-based volumes continued across the industry;

•

maintenance and other services revenue decreased by $1.9 million also due primarily to decommissioning of payment processing equipment; and

•

equipment and software revenue decreased by $2.9 million due to the continued decrease in capital investments by our clients as EMEA continues to experience poor market conditions.

•

EMEA revenue accounted for 46.1% of total revenue for the year ended December 31, 2009 compared with 49.9% for the year ended December 31, 2008.

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        Consolidated Gross Profit.    Consolidated gross profit of $74.8 million for the year ended December 31, 2009 decreased by $1.4 million, or 1.9%, from the prior year. Gross profit decreased by $4.9 million from the comparative period in 2008 due to foreign exchange fluctuations. On an exchange rate neutral basis, equipment and software increased by $5.7 million, software services decreased by $3.3 million, maintenance and other services decreased by $5.5 million and BPO increased by $7.1 million.

        Equipment and software gross margin was 32.8% for 2008 and 39.2% for 2009. Software services gross margin was 60.7% for 2008 and 61.1% for 2009. Maintenance and other services gross margin was 27.1% for 2008 and 24.7% for 2009. BPO gross margin was 1.5% for 2008 and 7.7% for 2009.

•

The Americas total gross profit of $37.2 million increased by $4.6 million, or 14.3% for the year ended December 31, 2009. The Americas gross profit decreased by $2.9 million due to foreign exchange fluctuations in our Canadian operations. On an exchange rate neutral basis the variances are due to the following:

•

BPO gross profit increased by $7.6 million due to higher revenue and a gross margin increase from (16.1)% in 2008 to 4.6% in 2009 due to leveraging of our current infrastructure;

•

software services gross profit decreased by $2.0 million and a gross margin decrease from 80.7% in 2008 to 73.3% in 2009;

•

maintenance and other services gross profit decreased by $4.6 million due to lower revenue and a gross margin decrease from 26.2% in 2008 to 23.0% in 2009 due to lower utilization of our personnel; and

•

equipment and software gross profit increased by $4.0 million due to higher revenue and a gross margin increase from 41.4% in 2008 to 48.3% in 2009 due to higher utilization of our personnel.

•

The Americas gross margin increased from 23.9% for the year ended December 31, 2008 to 25.3% for the year ended December 31, 2009.

•

EMEA total gross profit of $37.6 million for the year ended December 31, 2009 decreased by $5.6 million, or 13.0%, from the year ended December 31, 2008. EMEA gross profit decreased $1.7 million due to foreign exchange fluctuations. On an exchange rate neutral basis the variances were due to the following:

•

BPO gross profit decreased by $0.5 million, primarily due to first year contract costs in France and a gross margin decrease from 19.1% in 2008 to 12.2% in 2009;

•

software services gross profit decreased by $1.3 million due to lower revenue and a gross margin decrease from 49.3% in 2008 to 52.8% in 2009;

•

maintenance and other services gross profit decreased by $0.9 million due to expense reductions and a gross margin decrease from 28.9% in 2008 to 27.6% in 2009; and

•

equipment and software gross profit increased by $0.8 million due to expense reductions and a gross margin increase from 27.3% in 2008 to 31.1% in 2009.

•

EMEA gross margin decreased from 31.9% for the year ended December 31, 2008 to 29.9% for the year ended December 31, 2009.

        Operating Expenses.    Operating expenses of $73.6 million for the year ended December 31, 2009 decreased by $34.2 million, as compared to the same period in 2008. Operating expenses changed primarily as follows:

•

Research and development expenses decreased by $0.9 million primarily due to the reduction of software development costs.

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•

Goodwill impairment of $23.4 million in 2008 did not occur in 2009.

•

SG&A decreased by $9.8 million, or 12.4%, primarily due to the following:

•

a decrease in depreciation of internal use software of $1.7 million;

•

a decrease in external IT services of $1.9 million;

•

a decrease in SG&A shared expense of $1.7 million;

•

cost reductions in various corporate areas of $1.2 million;

•

a decrease in corporate marketing of $0.6 million;

•

additional expenses due to the PrivatGirot acquisition; and

•

foreign exchange fluctuations which decreased expenses by $2.5 million.

        Interest Expense.    Interest expense for the year ended December 31, 2009 increased $0.7 million to $4.2 million primarily due to an increase in the average revolver balance, as compared to the year ended December 31, 2008.

        Sundry Items.    Sundry items resulted in a loss of $1.6 million during the year ended December 31, 2009, as compared with a gain of $3.9 million in the year ended December 31, 2008. This increase was primarily due to foreign exchange fluctuations.

        Income Tax.    The income tax provision for the year ended December 31, 2009 was $3.3 million, as compared to a corresponding prior-year income tax provision of $2.4 million. The income tax provision for both periods related primarily to income from our international subsidiaries. Our effective income tax rate for 2009 was approximately (36.6%) compared with (7.5%) for 2008.

Liquidity and Capital Resources

        Our working capital requirements are generally provided by cash and cash equivalents, funds available under our Revolving Credit Facility, which was amended and restated on March 31, 2010 and subsequently amended on April 19, 2011, and by internally generated funds from operations. The Revolving Credit Facility requires compliance with a senior leverage ratio and total leverage ratio, in each case, calculated as of the end of each fiscal quarter based on EBITDA for the trailing twelve month period of (i) 2.50 to 1.00 and 3.00 to 1.00, respectively, when EBITDA for such period is $25 million or greater, (ii) 2.25 to 1.00 and 2.75 to 1.00, respectively, when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.00 to 1.00 and 2.50 to 1.00, respectively, when EBITDA for such period is less than $18 million. The Revolving Credit Facility also requires compliance with a minimum fixed charge coverage ratio of 1.20 to 1.00. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. Additionally, the Revolving Credit Facility includes an uncommitted incremental facility, which could provide up to an additional $35 million in availability thereunder. General economic conditions, decreased revenue from our maintenance contracts, and the requirement to obtain performance bonds or similar instruments could have a material impact on our future liquidity. We believe that our current available cash and borrowing capacity is sufficient to meet our operating requirements for the next twelve months. In addition, in the event we undertake any material acquisitions, we may require additional sources of funding.

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        The Revolving Credit Facility permits us to (i) incur up to $15 million of capital lease obligations and (ii) enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year. We can provide no assurances that such additional leasing capacity can be obtained or whether any will be obtained on terms acceptable to us.

        Our cash and cash equivalents, including restricted cash, totaled $9.0 million at June 30, 2011, compared to $15.0 million at December 31, 2010. Working capital from continuing operations decreased $2.4 million from a working capital deficit of $33.5 million at December 31, 2010 to a working capital deficit of $35.9 million at June 30, 2011. The change in working capital was primarily due to increased deferred revenues.

        The amount of cash, cash equivalents and investments held outside of the United States at December 31, 2010 was $14.2 million. Of this balance, our subsidiary in Germany held $5.0 million but at the same time had intercompany loans payable to us with a principal balance of $8.9 million. Therefore, eventually $8.9 million will be repatriated without a tax impact. The majority of this cash in Germany was used shortly after the balance sheet date to pay transitional working capital requirements related to an acquisition. There was also $3.5 million in cash and cash equivalents held in our subsidiary in the UK. This subsidiary has a defined pension benefit plan which at the balance sheet date was underfunded by $13.1 million. Due to this current underfunded position, and while it continues in the future, cash balances in our subsidiary in the UK may be subject to restriction from repatriation. The remaining cash held outside of the United States will be used mainly to fund local working capital needs and capital requirements.

        Should we repatriate funds via dividends, the tax impact would only be a reduction in our net operating loss (NOL) and so would not result in cash taxes paid in the United States. The U.S. NOL is expected to be available to us for many years to offset taxable income as it will not start to expire until 2016, with the majority of it expiring in the five-year period ending in 2031. We would be subject to the payment of cash withholding taxes in the country of the subsidiary repatriating the funds via dividends. The withholding rates vary by country and generally range from 5% to 15%, with 0% from the UK.

        During the year ended December 31, 2010, we relied primarily on cash reserves and borrowings under the Revolving Credit Facility to fund operations. At June 30, 2011, we had available $17.5 million of borrowing capacity under the Revolving Credit Facility.

Comparison of Six Months Ended June 30, 2011 and 2010

        Net cash provided by (used in) operating activities was $1.8 million for the six months ended June 30, 2011 and $(0.5) million for the six months ended June 30, 2010. The improvement in operating cash flows was primarily driven by our lower net loss in the six months ended June 30, 2011, together with changes in timing of collections of accounts receivable and receipts of prepayments from customers into deferred revenue. In addition, in the six months ended June 30, 2011, we had cash outflows associated with discontinued operations of $0.5 million that did not occur in the comparative period in 2010.

        Investing activities used $10.7 million in both the six months ended June 30, 2011 and the six months ended June 30, 2010. We used cash for purchases of property, plant and equipment of $1.8 million and $4.5 million during the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively. We used cash for BPO contract costs of $2.0 million and $1.9 million during the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively. We used cash for capitalized software costs of $1.5 million and $0.8 million during the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively. Payments made for the purchase of businesses were $5.4 million and $3.6 million in the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively.

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        Financing activities provided $2.1 million and $10.1 million for the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively. During the six months ended June 30, 2011, we used cash of $2.2 million for the payment of capital lease and financing obligations compared to $1.9 million for the six months ended June 30, 2010. Net proceeds under the Revolving Credit Facility were $4.7 million and $14.0 million for the six months ended June 30, 2011 and the six months ended June 30, 2010, respectively. The borrowings in the six months ended June 30, 2010 were largely due to our acquisition of ECM in June 2010.

Comparison of Years Ended December 31, 2010 and 2009

        Operating activities from continuing operations provided $13.1 million and $21.1 million in the years ended December 31, 2010 and 2009, respectively, a net decrease of $8.0 million. The net loss from continuing operations was $22.3 million for the year ending December 31, 2010, as compared to $7.5 million for the year ended December 31, 2009. Accounts receivable provided $6.0 million and utilized $1.6 million for the years ended December 31, 2010 and 2009, respectively, an increase in cash of $7.6 million over the previous year. This increase is primarily attributed to inclusion of ECM's account receivables in 2010. Inventories decreased $6.8 million and $8.4 million for the years ended December 31, 2010 and 2009, respectively. The decrease in inventory was due primarily to an increase in our reserve for excess and obsolete inventory, partially offset by an increase in inventory associated with our acquisition of ECM. Deferred revenue increased $1.7 million for the year ended December 31, 2010, primarily from increased invoicing at year-end for 2011 maintenance agreements. Other accrued expenses and liabilities utilized $5.2 million and provided $2.1 million for the years ended December 31, 2010 and 2009, respectively, a decrease in cash of $7.3 million over the same period in the previous year. This decrease of $7.3 million is primarily due to a higher level of performance bonuses that were accrued in the year ending December 31, 2009 as compared to the amount in the year ending December 31, 2010.

        Investing activities from continuing operations used $24.2 million and $0.5 million in the years ended December 31, 2010 and 2009, respectively. We used cash for purchases of property, plant and equipment of $9.8 million and $6.4 million during the years ended December 31, 2010 and 2009, respectively. We used cash for BPO contract costs of $2.1 million and $6.8 million during the years ended December 31, 2010 and 2009, respectively. We used cash for capitalized software costs of $2.8 million and $2.2 million during the years ended December 31, 2010 and 2009, respectively. During the year ended December 31, 2009, the sale of the ITSM division provided gross proceeds of $16.0 million. The acquisition of ECM used $9.5 million, net of cash acquired, during the year ended December 31, 2010. The acquisition of PrivatGirot used $1.9 million, net of cash acquired, during the year ended December 31, 2009.

        Financing activities from continuing operations provided $19.6 million and utilized $23.6 million for the years ended December 31, 2010 and 2009, respectively. During the twelve months ended December 31, 2010, we used cash of $3.2 million for the payments of capital lease and financing obligations compared to $2.7 million for the twelve months ended December 31, 2009. Net proceeds (payments) under the Revolving Credit Facility were $14.1 million and $(19.9 million) for the years ended December 31, 2010 and 2009, respectively. In 2010, we entered into a financing arrangement associated with our headquarters that provided $11.0 million, net of payment of $1 million of debt issuance costs.

Comparison of Years Ended December 31, 2009 and 2008.

        Operating activities from continuing operations provided $21.1 million and $10.7 million of net cash in the years ended December 31, 2009 and 2008, respectively, a net increase of $10.4 million. The net loss from continuing operations was $7.5 million for the year ending December 31, 2009, a $25.9 million improvement from the net loss for the previous year. Accounts receivable utilized

55

$1.6 million and provided $3.0 million for the years ended December 31, 2009 and 2008, respectively, a decrease in cash of $4.6 million over the previous year. This decrease of $4.6 million is primarily attributed to inclusion of $2.8 million of PrivatGirot's account receivables in 2009 and the invoicing of $2.3 million of completed contracts in Canada late in December 2009. Inventories decreased $8.4 million and increased $2.3 million for the years ended December 31, 2009 and 2008, respectively, an increase in cash of $10.7 million over the same period for the previous year. The decrease in inventory was due primarily to: larger amounts of inventory on hand ($2.3 million) at the end of 2008 for contracts that were not completed until 2009; a reduction of inventory of approximately $7.0 million for the delivery of solutions on completed contracts at the end of 2009; and a reduction of inventory on hand throughout 2009, totaling approximately $1.4 million. Deferred revenue decreased $6.3 million for the year ended December 31, 2009, and decreased $1.0 million for the year ended December 31, 2008. Deferred revenues increase or decrease in relation to our ability to generate additional prepaid client contracts or increase service levels under existing contracts. Other accrued expenses and liabilities provided $2.1 million and utilized $1.6 million for the years ended December 31, 2009 and 2008, respectively, an increase in cash of $3.7 million over the same period in the previous year. This increase of $3.7 million is primarily due to accrued bonuses that were recorded in the year ending December 31, 2009, that did not occur in 2008.

        Investing activities from continuing operations provided net cash of $16 thousand and used $40.7 million in the years ended December 31, 2009 and 2008, respectively. We used cash for purchases of property, plant and equipment of $6.4 million and $11.6 million during the years ended December 31, 2009 and 2008, respectively. We used cash for BPO contract costs of $6.8 million and $6.2 million during the years ended December 31, 2009 and 2008, respectively. We used cash for capitalized software costs of $2.2 million and $3.3 million during the years ended December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, the sale of the ITSM division provided gross proceeds of $16.1 million. The acquisition of PrivatGirot used $1.9 million, net of cash acquired, during the year ended December 31, 2009. The acquisitions of DocuData and Document@Work utilized cash of $21.4 million during the year ended December 31, 2008.

        Financing activities from continuing operations utilized $23.6 million and provided $34.4 million for the years ended December 31, 2009 and 2008, respectively. During the twelve months ended December 31, 2009, we used cash of $1.0 million for the payment of the DocuData note and used $1.7 million for the payments of capital lease and financing obligations. Net proceeds (payments) under the Revolving Credit Facility were $(19.9 million) and $35.2 million for the years ended December 31, 2009 and 2008, respectively.

Revolving Credit Facility

        Our Revolving Credit Facility is provided by GE Capital and the other financial institutions party thereto as lenders. On March 31, 2010, the Revolving Credit Facility was amended and restated, increasing the availability thereunder from $55 million to $65 million and extending the maturity thereof from February 2013 to February 2014. On April 19, 2011, the Revolving Credit Facility was amended. A portion of the Revolving Credit Facility can be used to issue up to $10 million in documentary and standby letters of credit. The availability of funds under the Revolving Credit Facility is limited to the lesser of (a) $65 million or (b)(i) 2.5 times EBITDA (as defined in the Revolving Credit Facility) for the trailing twelve month period when EBITDA for such period is greater than or equal to $25 million, (ii) 2.25 times EBITDA for the trailing twelve month period when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.0 times EBITDA for the trailing twelve month period when EBITDA for such period is less than $18 million. The applicable margins on borrowings are 4.25% over the prime rate for base rate loans and 5.50% over the London Interbank Offered Rate ("LIBOR") for LIBOR rate loans. There is a 3.00% floor for the base rate. A commitment fee of 0.50% per annum is payable monthly in arrears on the first day of

56

the month on the unused portion of the Revolving Credit Facility, if the average outstanding balance on the Revolving Credit Facility is greater than or equal to 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). Such commitment fee increases to 0.75% per annum and is payable monthly in arrears on the first day of the month on the unused portion of the Revolving Credit Facility if the average outstanding balance on the Revolving Credit Facility is less than 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). We also pay a monthly letter of credit fee of 5.5% per annum on all issued and outstanding letters of credit. The Revolving Credit Facility provides for a portion of the availability thereunder to be borrowed, at the borrower's option, in Pounds Sterling or Euro. The Revolving Credit Facility provides for maximum aggregate capital lease obligations of $15 million and permits us to enter into operating leases having aggregate rent and other lease payments of no more than $15 million per year.

        The Revolving Credit Facility will mature in February 2014 and allows borrowings on base rate or LIBOR rate terms. Permitted uses of the proceeds of borrowings under the Revolving Credit Facility include the payment of costs and expenses related thereto, the financing of permitted acquisitions and for working capital and other general corporate purposes.

        At June 30, 2011, we had $47.5 million outstanding under the Revolving Credit Facility, and an additional commitment of $0.1 million in respect of issued and outstanding letters of credit. The availability remaining under the Revolving Credit Facility was approximately $17.5 million at June 30, 2011. Amounts outstanding under the Revolving Credit Facility are classified as current obligations in our Consolidated Balance Sheets.

        The Revolving Credit Facility is secured by substantially all of our assets, including 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries. Under the Revolving Credit Facility, certain proceeds (including proceeds from asset dispositions and non-excluded issuances of equity and debt securities) must be used to repay the outstanding loans, which may be re-borrowed subject to availability. The Revolving Credit Facility also includes customary voluntary and other mandatory prepayment provisions, representations and warranties, affirmative and negative covenants, financial covenants and events of default. In particular, the Revolving Credit Facility requires delivery of monthly unaudited financial statements and yearly audited financial statements as well as periodic management reports and compliance certificates. The Revolving Credit Facility prohibits us from granting liens and incurring indebtedness (subject to customary exceptions), provided that we can borrow up to an additional $25 million from third parties, either unsecured or secured if junior to the obligations under the Revolving Credit Facility. Dispositions of assets are restricted subject to certain exceptions and an annual $5 million basket. The Revolving Credit Facility permits acquisitions, but limits any single acquisition to $30 million, with the cash consideration therefor limited to $25 million, or all acquisitions to $50 million in any two year period and subjects such acquisitions to compliance with certain conditions including pro forma compliance with a senior leverage ratio of not more than 1.50 to 1.00 after giving effect to such acquisition. The Revolving Credit Facility restricts our ability to make capital expenditures beyond an annual threshold (subject to limitation to only $25 million per year if certain minimum EBITDA amounts are not guaranteed and with unused amounts carried forward for one year). For 2009 and 2010 (and each year thereafter), the capital expenditure limitation is $30 million and $35 million, respectively. The Revolving Credit Facility also requires compliance with a senior leverage ratio and total leverage ratio, in each case, calculated as of the end of each fiscal quarter based on EBITDA for the trailing twelve-month period of (i) 2.50 to 1.00 and 3.00 to 1.00, respectively, when EBITDA for such period is $25 million or greater, (ii) 2.25 to 1.00 and 2.75 to 1.00, respectively, when EBITDA for such period is greater than or equal to $18 million but less than $25 million and (iii) 2.00 to 1.00 and 2.50 to 1.00, respectively, when EBITDA for such period is less than $18 million. The Revolving Credit Facility also requires compliance with a minimum fixed charge average ratio of 1.20 to 1.00. At June 30, 2011, we

57

had a senior leverage ratio of 1.91 to 1.00, a total leverage ratio of 2.37 to 1.00 and a fixed charge coverage ratio of 1.46 to 1.00, all of which are in compliance with the Revolving Credit Facility.

        We calculate our financial covenant ratios using EBITDA as defined under the terms of our Revolving Credit Facility. A significant decline in EBITDA as defined under such agreement would affect our financial covenant ratio calculations and could cause us to be noncompliant with the financial covenants required under the terms of the Revolving Credit Facility. Our noncompliance with the financial covenants could limit or prevent our ability to borrow under the Revolving Credit Facility or result in an event of default under such agreement.

        The terms of the Revolving Credit Facility require us to make significant adjustments to consolidated net income when calculating EBITDA thereunder. Such calculations of EBITDA require us to:

(a)

exclude the following items from consolidated net income:

•

the income (or deficit) of any other person accrued prior to the date it became a subsidiary of, or was merged or consolidated into us;

•

the income (or deficit) of any other person (other than a subsidiary) in which we have an ownership interest, except to the extent any such income has actually been received by us in the form of cash dividends or distributions;

•

the undistributed earnings of any of our subsidiaries (other than any such subsidiaries which are designated as credit parties under the Revolving Credit Facility) to the extent that the declaration or payment of dividends or similar distributions by such subsidiaries are not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such subsidiaries;

•

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period;

•

any write-up of any asset;

•

any net gain from the collection of the proceeds of life insurance policies;

•

any net gain arising from the acquisition of any securities or the extinguishment of any indebtedness;

•

any earnings of our successor prior to a consolidation, merger or transfer of assets; and

•

any deferred credit representing the excess of equity in any of our subsidiaries at the date of acquisition of such subsidiaries over the cost to us of the investment in such subsidiaries;



(b)

deduct the following items from consolidated net income:

•

income tax credits;

•

interest income;

•

gains from extraordinary items;

•

any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets;

•

any other non-cash gains that have been added in determining consolidated net income; and

•

non-cash gains resulting from foreign currency conversions; and

58

(c)

add back the following items to consolidated net income:

•

any provision for income or franchise taxes;

•

interest expense;

•

loss from extraordinary items for such period;

•

depreciation and amortization for such period;

•

amortized debt discount for such period;

•

the amount of any non-cash deductions or expenses as the result of any grant to any members of our management of any stock or stock equivalents;

•

any aggregate net loss on the sale of our property outside the ordinary course of business;

•

non-cash losses resulting from foreign currency conversion;

•

subject to certain limitations set forth in the Revolving Credit Facility, any other non-cash losses or charges that have been deducted in determining consolidated net income;

•

subject to certain limitations set forth in the Revolving Credit Facility, severance and other restructuring costs and expenses;

•

subject to certain limitations set forth in the Revolving Credit Facility, fees and expenses incurred in connection with acquisitions; and

•

subject to certain limitations set forth in the Revolving Credit Facility, IPO related costs and expenses.

        For purposes of calculating the total leverage ratio, senior leverage ratio and the fixed charges coverage ratio and the maximum revolving loan balance available to us under the Revolving Credit Facility, the terms thereof permit us to calculate EBITDA on a pro forma basis to give effect to permitted acquisitions, with the consolidated financial statements being reformulated (subject to certain limitations set forth in the Revolving Credit Facility) as if the acquisition had occurred at the beginning of the period.

        Subsequent to the 2008 year end, audited consolidated financials were due but not delivered by the April 15, 2009 deadline as stipulated in the covenants. We cured the compliance matter with delivery of the 2008 audited consolidated financial statements on June 19, 2009. Unaudited condensed consolidated financial statements for the three-months ended March 31, 2009 were due but not delivered by the May 15, 2009 deadline as stipulated in the covenants. We cured the compliance matter with the subsequent delivery of the financial statements for the three-months ended March 31, 2009 on August 14, 2009. Unaudited condensed consolidated financial statements for the three-months ended June 30, 2009 were due, but not delivered by the August 14, 2009 deadline as stipulated in the covenants. We cured the compliance matter with the subsequent delivery of the condensed consolidated financial statements for the three-months ended June 30, 2009 on October 12, 2009. On October 15, 2009, we received a waiver of defaults from the required lenders under the then existing revolving credit facility related to these noncompliance matters. Subsequent to the 2010 year end, audited consolidated financial statements were due but not delivered by the April 15, 2011 deadline as stipulated in the covenants. On April 14, 2011, we executed an agreement with GE Capital to extend the deadline for delivery of audited financial statements until April 29, 2011, with which we complied.

        There was no restricted cash at December 31, 2010 or June 30, 2011.

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Capital Lease Obligations

        We had capital lease obligations of $2.6 million as of June 30, 2011, of which $0.9 million is current.

Other Indebtedness

        On March 4, 2008, we issued a $3.0 million note to the former principal owner of DocuData as part of our acquisition of DocuData. The note calls for three equal annual principal payments plus accrued interest beginning on the first anniversary of the closing date. Interest accrues at 7.0% per annum. At June 30, 2011, the outstanding balance of the note was zero.

        In 2008, we entered into a financing arrangement for $0.8 million with GE Capital to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 8.6% rate and is payable with 36 equal monthly payments. At June 30, 2011, the financing arrangement had a balance of $0.1 million, all of which was current.

        Also, in 2008, we entered into a sale-leaseback financing arrangement for $1.7 million with First Technology Capital, Inc. ("FTC") to finance a portion of our outsourcing contract costs. This lease accrues interest at a fixed 12.3% rate and is payable with 60 equal monthly payments. At June 30, 2011, the leases had a balance of $0.9 million, of which $0.4 million was current.

        In 2009, we entered into a sale-leaseback financing arrangement for $0.7 million with FTC to finance a portion of our outsourcing contract costs. This lease accrues interest at a fixed rate of 13.1% and is payable with 60 equal monthly payments. At June 30, 2011, the lease had a balance of $0.6 million, of which $0.1 million is current.

        During 2010, we entered into a financing arrangement for $0.5 million with HP to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 6.14% rate and is payable with 53 equal monthly payments. At June 30, 2011, the financing arrangement had a balance of $0.5 million, of which $0.1 million is current. Also, in 2010, we entered into a finance arrangement for $0.8 million with Adaptive Imaging Solutions, Ltd. to finance the purchase of equipment and software. This arrangement has an interest bearing portion and a non-interest bearing portion. Interest was accrued at a fixed rate of 5.25% on $0.3 million which matured in January 2011. The remaining $0.5 million is non-interest bearing and matures in October 2011.

        On November 12, 2010, we entered into an agreement to sell our corporate headquarters and manufacturing facilities in Irving, Texas for $11.2 million, net of closing costs. We concurrently entered into a 15-year lease of those facilities. The lease requires annual rent of $1.3 million payable in quarterly installments, subject to annual inflation-based increases. The lease also requires us to make certain repairs to the facility projected to occur in 2014-2016. Certain terms of the lease represent a continuing involvement in the ownership of the facility, which results in treating the transaction as a financing instead of a sale for accounting purposes. As such, the facility is reflected on our Consolidated Balance Sheet at June 30, 2011 as property, plant and equipment together with a corresponding finance obligation of $11.7 million, of which $0.1 million is current. The gross value of the facilities assets under lease is $22.0 million and the net book value of the property was approximately $3.6 million at June 30, 2011.

        Pursuant to the sale and purchase agreement we entered into on June 3, 2010 relating to the ECM acquisition, approximately $4 million of amounts owing under the agreement becomes due within 30 banking days of the consummation of our initial public offering.

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Capital Expenditures

        Our capital expenditures relate to new business opportunities, internal software systems upgrades and software for resale. Our capital expenditures for the year ended December 31, 2010 were $14.7 million. Our capital expenditures for the six months ended June 30, 2011 were $5.3 million. We expect to have capital expenditures of $10 million to $13 million in 2011 and future years. The amount of capital expenditures in future years is dependent upon us signing new BPO contracts. We expect to use cash flow from operations, and borrowings available under our Revolving Credit Facility and our equipment lease with GE Capital to fund such capital expenditures.

Off Balance Sheet Arrangements

        We currently do not have any off balance sheet arrangements.

Contractual Obligations and Commitments

        In the normal course of business, we enter into various contractual and other commercial commitments that impact, or could impact, our liquidity. The following table outlines the commitments, including estimated interest, as of December 31, 2010:

		Payments Due By Period
		Total Amounts		1 Year		2 - 3 Years		4 - 5 Years		Over 5 Years
		(in thousands)
Note payable to sellers of DocuData(1)		$	1,070	$	1,070	$	—	$	—	$	—
ECM purchase price			14,509		13,747		762		—		—
Revolving Credit Facility(2)			45,192		45,192		—		—		—
Capital leases(1)			3,851		1,318		2,081		452		—
Financing arrangements(1)			27,289		3,073		4,189		3,828		16,199
Operating leases (non-cancellable)			33,417		9,568		13,696		5,376		4,777
Expected pension benefit payments			9,833		1,267		1,378		1,433		5,755
	Total contractual	$	135,161	$	75,235	$	22,106	$	11,089	$	26,731
Unused lines of credit		$	22,107	$	22,107	$	—	$	—	$	—
Letters of credit			178		178		—		—		—
	Total commercial	$	22,285	$	22,285	$	—	$	—	$	—

(1)

Includes estimated interest.

(2)

Comprised of $42,715 outstanding balance plus one year of interest on the balance at 5.8% of $2,477.

Purchase Obligations

        Purchase obligations are defined as contractual obligations to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations do not include contracts that may be cancelled without penalty. We had no material purchase obligations at June 30, 2011.

Quantitative and Qualitative Disclosure About Risk

        We are subject to certain market risks arising from transactions in the normal course of its business, and from obligations under our debt instruments. Such risk is principally associated with interest rate and foreign exchange fluctuations.

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Interest Rate Risk

        We utilize long-term fixed rate and short-term variable rate borrowings to finance the working capital and capital requirements of our business. The applicable margin on borrowings under our Revolving Credit Facility is 4.25% per annum over the prime rate for base rate loans and 5.5% per annum over LIBOR for LIBOR loans. Our weighted average interest rates at December 31, 2008, 2009 and 2010 and at June 30, 2011 were 4.6%, 7.0%, 5.8% and 6.2%, respectively. Our Revolving Credit Facility included outstanding balances of $28.6 million and $42.7 million and letter of credit commitments of $0.2 million at December 31, 2009 and 2010, respectively. Our Revolving Credit Facility included an outstanding balance of $47.5 million and letter of credit commitments of $0.1 million at June 30, 2011. At June 30, 2011, a 100 basis point change in the prime rate or LIBOR rate would impact net interest expense by $0.4 million over a twelve month period.

Foreign Currency Risk

        Our international subsidiaries operate in 15 countries and use the local currencies as the functional currency and the U.S. Dollar as the reporting currency. Transactions between us and our international subsidiaries are denominated in U.S. Dollars and certain transactions between our subsidiaries are denominated in local currencies. As a result, we have certain exposures to exchange rate risk. Approximately, $149.9 million, or 59.0%, of our revenue for the year ended December 31, 2010 was denominated in foreign currencies. Approximately $138.5 million, or 50.8%, of our revenue for the year ended December 31, 2009 was denominated in foreign currencies. We currently receive revenue in seven foreign currencies. Based on the results of our foreign operations for 2008, 2009 and 2010, a 10% appreciation/depreciation in such currencies against the U.S. Dollar would have increased/decreased our revenues in 2008, 2009 and 2010, by approximately $14.8 million, $13.9 million and $15.0 million, respectively. Transaction gains and losses on U.S. Dollar denominated transactions are recorded within Sundry, net in our Consolidated Statements of Operations and were not material in 2010, 2009 or 2008. The major foreign currency exposures are the Pound Sterling, the Euro and the Swedish Krona.

        No foreign currency hedging instruments existed at June 30, 2011. We may, however, in the future use foreign currency-hedging instruments to minimize the adverse earnings impact from the effect of exchange rate fluctuations.

Critical Accounting Policies

        Our consolidated financial statements have been prepared in accordance with GAAP. Our significant accounting policies are described in "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements for the year ended December 31, 2010. The preparation of consolidated financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience and other factors believed to be reasonable under the circumstances. Many of the types of estimates made are for contract-specific issues. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

        We have identified several critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved; and (b) the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements. Areas in which significant judgments and estimates are used include, but are not limited to, revenue recognition, accounts receivable collectibility, inventory valuation, accounting for long-lived assets, deferred income taxes, performance guarantees and litigation. For all of these estimates, we caution that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

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        In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162" ("The Codification"). The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than SEC guidance for publicly-traded companies) is considered non-authoritative. The Codification was effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the Codification changed our references to U.S. GAAP accounting standards but did not materially impact our consolidated financial condition or results of operations.

Revenue Recognition and Associated Cost Deferral

        Revenue Recognition.    We derive revenue primarily from four sources: (a) equipment and software sales—systems-integration solutions which address complex data and paper—intensive work processes, including advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment; (b) software services—primarily software maintenance or PCS and other support; (c) maintenance and other services—consisting primarily of design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing; and (d) BPO—services provided for payment processing, accounts payable processing, mailroom processes and other services.

        Revenue is realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the client, risk of loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have lapsed, or we have objective evidence that the criteria specified in the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

        If a contract involves the provision of a single element, revenue is generally recognized when the product or service is provided and the amount earned is not contingent upon any future event. If the service is provided evenly during the contract term but service billings are irregular, revenue is recognized on a straight-line basis over the contract term. We recognize revenue on sales to resellers and distributors (herein referred to as "resellers") when the reseller has economic substance apart from us, credit risk, title and risk of loss to the inventory, our fee is not contingent upon resale or payment by the end user, we have no further obligations related to bringing about resale or delivery and all other revenue recognition criteria have been met.

        We also enter into multiple-element arrangements, which may include any combination of hardware, software, services or maintenance. With respect to arrangements that do not include software or software elements, in accordance with ASC 605-25, the multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met:

•

the delivered item(s) has value to the client on a stand-alone basis;

•

there is objective and reliable evidence of the fair value of the undelivered item(s); and

•

if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control.

        With respect to arrangements that include software and software elements, in accordance with ASC 605—Revenue Recognition ("ASC 605"), if an arrangement includes multiple elements, the revenue is allocated to the various elements based on vendor specific objective evidence ("VSOE") of fair value. VSOE of fair value is limited to the following:

•

the price charged when the same element is sold separately;

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•

for an element not yet being sold separately, the price established by management having the relevant authority; or

•

substantive renewal rates stated in a contract.

        If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized on a straight-line basis or being deferred until the earlier of when such criteria are met or when the last undelivered element is delivered. For arrangements with multiple elements we apply the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered item(s) equals the total arrangement consideration less the aggregate VSOE of fair value of the undelivered item(s). VSOE of fair value is based upon the price for which the undelivered element is sold separately or upon substantive renewal rates stated in a contract. We determine fair value of the undelivered elements based on historical evidence of stand-alone sales of these elements to our clients. When VSOE does not exist for undelivered elements such as maintenance and support, the entire arrangement fee is recognized ratably over the performance period.

        We recognize revenue on delivered elements only if: (a) any undelivered products or services are not essential to the functionality of the delivered products or services; (b) we have an enforceable claim to receive the amount due in the event it does not deliver the undelivered products or services; (c) there is evidence of the fair value for each undelivered product or service; and (d) the revenue recognition criteria otherwise have been met for the delivered elements. Otherwise, revenue on delivered elements is recognized when the undelivered elements are delivered. If substantive client acceptance is required, revenue is recognized when proof of client acceptance has been received in accordance with the completed contract method.

        Software and Software Elements (Including Equipment, Installation and Training).    Consistent with ASC 605, revenue from perpetual (one-time charge) license software is recognized at the inception of the license term if all revenue recognition criteria have been met, including separating elements based on VSOE of fair value of each element, or the undeliverable elements under the residual method. Revenue from maintenance, unspecified upgrades on a when-and-if-available basis and technical support is recognized over the period such items are delivered.

        In the case of software arrangements that require significant production, modification, or customization of software, or the license agreements require us to provide implementation services that are determined to be essential to other elements of the arrangement, we follow the guidance in ASC 605-35—Revenue Recognition—Construction-Type and Production-Type Contracts ("ASC 605-35"). If substantive client acceptance is required, revenue is recognized when proof of client acceptance, which is after or concurrent with training and installation, has been received in accordance with the completed contract method. Historically for our hardware and software solution sales, substantially all systems required substantive client acceptance. If substantive client acceptance is not required, the percentage of completion method is used to recognize revenue when reasonably dependable estimates can be made, and revenue is recognized on a constant margin as contract milestones or other output based measures are achieved. The related cost of each milestone is recognized as revenue is recognized. Elements that are not within the scope of ASC 605-35 are separated based on each element's VSOE of fair value.

        Software Development.    We provide software development services to our clients. This solution-based approach allows us to customize software applications that address each client's unique document and content processing needs. The software applications are not dependent on legacy BancTec systems and can be deployed on numerous third party vendor hardware. We ultimately account for such software development under the percentage of completion guidance contained within ASC 605. Certain contracts may contain intermediate client acceptance milestones. Management measures progress as developmental milestones are achieved.

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        Non-software Equipment.    We recognize revenue from sales of non-software related equipment and supplies when risk of loss has transferred to the client and there are no unfulfilled Company obligations or upon the client's final acceptance of the arrangement. Any costs of remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue is recognized.

        Post-contract Client Support.    Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

        Maintenance Services Not Classified as Post-contract Client Support.    Our services revenue is primarily billed based on contractual rates and terms, and we generally recognize revenue as these services are performed which, in some cases, is ratably over the contract term. Certain clients advance funds prior to the performance of the services. We recognize revenue related to these advances as services are performed over time or on a "per call" basis. Certain estimates are used in recognizing revenue on a "per call" basis related to breakdown rates, contract types, calls related to specific contract types, and contract periods. We use our best judgment to relate calls to contracts. In addition, as actual breakdown experience rates are compared to estimates, such estimates may change over time and will result in adjustments to the amount of "per call" basis.

        Business Process Outsourcing.    We provide BPO services under contracts under a unit-price or fixed-price basis, which may extend up to seven or more years. These contracts involve a single-service element and revenue is generally recognized when we perform the services or processes transactions in accordance with contractual performance standards. Revenues from unit-priced contracts are recognized as transactions and are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. In some of these arrangements, we hire client employees and becomes responsible for certain client obligations. We continually review and reassess the estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which we are paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenues and costs.

        Costs related to delivering outsourcing services are expensed as incurred with the exception of certain set-up costs related to activities that enable the provision of contracted services to the client. Such activities include the relocation of transitioned employees, the migration of client systems or processes, and the exit of client facilities acquired upon entering into the client contract. Deferred contract costs, including set-up costs, are amortized on a straight-line basis over the remaining original contract term unless billing patterns indicate a more accelerated method is appropriate. The recoverability of deferred contract costs associated with a particular contract is analyzed on a periodic basis using the undiscounted estimated cash flows of the whole contract over its remaining contract term. Impairment losses are recorded if such undiscounted cash flows are insufficient to recover the carrying amount of contract assets.

Allowance for Doubtful Accounts

        Our allowance for doubtful accounts relates to trade accounts receivable. The allowance for doubtful accounts is an estimate prepared by management based on the overall condition of the receivable portfolios and identification of the collectibility of specific accounts. We analyze trade receivables, and analyze historical bad debts, client credits, client concentrations, client credit-worthiness, current economic trends and changes in client payment terms, when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Likewise, should we determine that we would be able to realize more of our receivables in the future than previously estimated, an adjustment to the allowance would increase income in the

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period such determination was made. The allowance for doubtful accounts is reviewed periodically and adjustments are recorded as deemed necessary.

Inventory Valuation

        We periodically evaluate the carrying amount of inventory based on the identification of excess and obsolete inventory. Our evaluation involves a multi-element approach incorporating inventory turnover and the stratification of inventory by risk category, among other elements. This approach incorporates both recent historical information and management analysis of inventory usage. Our approach is intended to take into consideration potential excess and obsolescence caused by a decreasing installed base, engineering changes and end of manufacture. If any of the elements of our estimate were to deteriorate, additional reserves may be required. The inventory reserve calculations are reviewed periodically and additional reserves are recorded as deemed necessary.

Goodwill and Other Intangible Assets

        Our property and equipment, software and definite-lived intangible asset policies require the amortization or depreciation of assets over their estimated useful lives. An asset's useful life is the period over which the asset is expected to contribute directly or indirectly to our future cash flows. The useful lives of property and equipment are limited to the standard depreciable lives or, for certain assets dedicated to client contracts, the related contract term. The useful lives of capitalized software are limited to the shorter of the license period or the related contract term. The estimated useful lives of definite-lived intangible assets are based on the expected use of the asset and factors that may limit the use of the asset. No impairment of property and equipment or definite-lived intangible asset was deemed necessary for 2008, 2009 or 2010. No impairment of capitalized software was necessary in 2009 or 2010. We tested our software capitalized balance for impairment as of December 31, 2008 and as a result recorded an impairment of $2.6 million.

        Goodwill is not amortized but rather is tested at least annually for impairment. The impairment test is based on fair value compared to the recorded value at a reporting unit level. Reporting units are defined as an operating segment or one level below. Valuation methods used in determining fair value include an analysis of the cash flows that our reporting units can be expected to generate in the future ("Income Approach"), an analysis of our market multiples in relation to other public company competitors ("Market Multiple Methodology") and an analysis of a hypothetical open market sale of us taking into account any minority interests and lack of marketability ("Comparable Transaction Methodology" and, together with the Market Multiple Methodology, the "Market Approach"). In preparing these valuations, management utilizes estimates to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs and projected margins, among other factors. Estimates utilized in future calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill. We perform the annual test for impairment as of December 31, each year. No impairment of goodwill was recorded in 2009 or 2010. The estimated fair values of our Americas and EMEA reporting units substantially exceeded their carrying values as of December 31, 2010.

        At December 31, 2008, the then-designated U.S. operations reporting unit had a goodwill carrying value of $51.9 million that exceeded the fair value of $28.5 million. We therefore recorded a goodwill impairment charge of approximately $23.4 million. The fair value of this segment was determined using both the Income approach and the Market Approach. The fair value of the U.S. operations reporting unit was negatively impacted by revisions in management's expectations of future revenues and profits. These expectations were revised downward in light of current economic conditions, the expected pace of global economic recovery, and detailed analysis of impending future client contract activity. This conclusion was based on management's judgment, taking into consideration expectations regarding future operations.

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        In 2010, management reevaluated how we operate and manage our business within our operating segments, and determined that our reporting units are the same as our operating segments. This conclusion was based on the information senior management regularly reviews in managing the business.

        Management believes the assumptions used to calculate the fair values of its reporting units reflect all reasonable risks noted in the "Risk Factors" section of this prospectus. Management believes certain circumstances could have a negative impact on the assumptions used to calculate fair value. Such circumstances include, but are not limited to, severe and prolonged global economic downturn, substantial devaluation of local currency for a prolonged period, and disadvantageous and unforeseen governmental trade restrictions.

        In the event indications exist that an outsourcing contract's deferred cost balance related to a particular contract may be impaired, we estimate the undiscounted cash flows of the contract over its remaining term using valuation models. These models require estimates of future revenues, profits, capital expenditures and working capital for each unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans and industry data. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted to equal the contract's fair value in the period such a determination is made. The primary indicator used to determine when impairment testing should be performed is when a contract is materially underperforming, or is expected to materially under-perform in the future, as compared to the bid model that was developed as part of the original proposal process and subsequent annual budgets. No impairment of contract acquisition costs has been recorded for the year ended December 31, 2010.

Income Taxes

        We are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. We must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent that we believe recovery is not likely, we must establish a valuation allowance. Factors considered in making this determination include the period of expiration of the tax asset, planned use of the tax asset, tax planning strategies and historical and projected taxable income as well as tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in one or more of these factors.

Stock-Based Compensation

        Effective January 1, 2006, we adopted the provisions of ASC 718—Compensation—Stock Compensation ("ASC 718"), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant).

        We elected to adopt the modified prospective transition method as provided by ASC 718 and, accordingly, financial statement amounts for the prior periods presented in this prospectus have not been restated to reflect the fair value method of expensing share-based compensation. Under this application, we are required to record compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of ASC 718 and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of ASC 718.

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        Our management is responsible for determining the fair value of our common stock and calculated the estimated fair value on the date of grant for each stock option using the Black-Scholes option-pricing model with the assistance of third party valuation specialists.

        The following table presents share-based compensation expenses for continuing operations included in our Consolidated Statements of Operations:

	Years Ended December 31,						Six Months Ended June 30,
	2008		2009		2010		2010		2011
	(in thousands)
Stock-based compensation expense	$	4,183	$	5,144	$	6,022	$	3,082	$	3,211

Weighted Average	Year Ended December 31, 2008
Risk free interest rate		2.66	%
Expected life (in years)		6.25
Expected volatility		35.00	%
Fair value of options granted	$	9.45

        There were no stock option grants made during 2009 or 2010 and there were no options outstanding at December 31, 2010 or June 30, 2011.

        The following table summarizes the restricted share activities of our Equity Incentive Plans and 2007 Director Plan since January 1, 2010:

Grant Date	Restricted stock awards			Restricted stock units			Grant date fair value
January 11, 2010		579,162	(1)		100,000	(2)	$	7.74
September 1, 2010		120,800	(3)		25,000	(4)	$	5.00
February 17, 2011		287,000	(5)		—		$	4.74
April 28, 2011		20,000	(6)		79,115	(7)	$	4.74
June 22, 2011		290,000	(8)		—		$	4.74

(1)

Includes 519,500 shares of restricted stock granted under the 2009 Equity Incentive Plan, 8,500 shares of restricted stock granted under the 2008 Equity Incentive Plan and 51,162 shares of restricted stock granted under the 2007 Equity Incentive Plan.

(2)

Granted under the 2007 Director Plan.

(3)

Includes 113,800 shares of restricted stock granted under the 2007 Equity Incentive Plan and 7,000 shares of restricted stock granted under the 2009 Equity Incentive Plan.

(4)

Granted under the 2007 Director Plan.

(5)

Granted under the 2009 Equity Incentive Plan.

(6)

Granted under the 2008 Equity Incentive Plan.

(7)

Granted under the 2007 Director Plan.

(8)

Granted under the 2009 Equity Incentive Plan.

        The estimated expected term is not shorter than the vesting period of the option contract and represents the first possible exercise date and this date would represent the shortest time span that the options can exist. The risk-free interest rate is based on the implied yield available on U.S. Treasury securities with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay dividends in the near future so the dividend yield used is zero.

        Our computation of expected volatility for stock option grants after June 27, 2007 and through the year ended December 31, 2008 was based on median historical volatilities of the comparables ranged between 30.7% and 39.0%, while the median implied volatilities ranged between 32.3% and 39.3%. Based upon the above, we have calculated an expected volatility of 35.0%. For grants during 2006 and prior to June 27, 2007, the median historical volatilities of the comparables ranged between 33.9% and

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49.5%, while the median implied volatilities ranged between 37.7% and 41.3%. Based upon the above, we have calculated an expected volatility of 40.0%.

        As our stock is not publicly traded, we have relied upon the volatilities of the selected comparable publicly traded companies in estimating the expected volatility of our stock. We considered those public companies that we determined to be most similar to us with respect to industry and market capitalization. Although other public companies participate within the relevant industry segments, we believe that the selected peer group is the most comparable in terms of size, product offerings, and implied volatility. Volatility assumptions were determined based on volatilities observed for the peer group. Both the historical and implied volatility information for the peer group was considered as available.

        As we have not had a public equity share price in our recent past, management has independently determined the fair market value of our common stock. In December 2005, management determined that the fair market value of our common stock was $3.30 per share. It was management's intention, absent any material macro- or micro-economic changes to the business, to refresh the valuation of the enterprise on a biennial basis. Accordingly, we utilized $3.30 per share as the fair market value of our common stock from January 1, 2006 until the June 2007 Recapitalization. As a result of the June 2007 Recapitalization, the fair market value of our common stock was a market determined value of $24.00 per share. In December 2008, management determined that the fair value of our common stock was $7.74 per share with the assistance of third party valuation specialists, as well as other information, calculations and estimates, and utilized such amount for grants of restricted stock during 2009. In December 2009, management determined that the fair value of our common stock continued to approximate $7.74 per share with the assistance of third party valuation specialists, as well as other information, calculations and estimates, and utilized such amount for grants of restricted stock during early 2010. In October 2010, our common stock began trading on the PORTAL market at prices between $3.00 and $3.50 per share. In the same time period, we received other external information indicating the value of our common stock was approximately $5.00 per share. As such, management determined the $5.00 per share price was the appropriate fair value for our September 2010 restricted stock grants. As of December 31, 2010, management determined that the fair value of our common stock was $4.74 per share with the assistance of third party valuation specialists, as well as other information, calculations and estimates, including our financial forecast for 2011 and beyond, which was based on our assessment of the markets that we serve and input from the financial industry, and utilized such amount for grants of restricted stock that were made in 2011.

        The valuation methods we used in determining the fair value of our common stock included an analysis of the Income Approach (or Discounted Cash Flow ("DCF")), Market Multiple Methodology and the Comparable Transaction Methodology.

        The DCF approach is one of estimating the present value of the projected future cash flows to be generated from the business (theoretically available to the capital providers of a company) and capitalizing this figure by an appropriate risk-adjusted rate. This discount rate is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The valuation used an estimated discount rate of 13.5% rate in December 2008, 2009 and 2010 and was based upon comparable company and industry analysis. The DCF approach requires a computation of a terminal value as of the end of the last period for which cash flow is projected. This terminal value is essentially an estimate of the value of the enterprise as of that future point in time, and it incorporates the assumptions of perpetual operations and implicit growth found in the market capitalization approach.

        The Market Multiple approach is one of determining a level of earnings, which is considered to be representative of the future performance of a company, and capitalizing this figure by an appropriate risk-adjusted rate. The various "earnings" figures used include EBITDA and EBIT (earnings before interest and taxes), which are variations of the conventional net income figure determined according to generally accepted accounting principles. The capitalization rate is an expression of what investors

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believe to be a fair and reasonable rate of return. The most common means of obtaining the capitalization rate is through the market comparison method, whereby companies having their stock traded in the public market are selected for comparison purposes. Capitalization rates obtained in this manner are generally expressed as ratios of the various earnings figures, and are referred to as "market multiples." For the December 2008 valuation, we selected 11 public companies in the business segments of payment processing, document and content processing for comparison with the assistance of third party valuation specialists. The hardware and ITSM services segments were excluded from the 2008 selection as these segments are no longer relevant. For the December 2009 valuation, we selected 9 public companies in the business of payment processing, document and content processing for comparison with the assistance of third party valuation specialists. For the December 2010 valuation, we selected 7 public companies in the business of printing services, data processing, check processing and outsourced services, for comparison with the assistance of third party valuation specialists. Three of the comparable companies used for the 2009 valuation were also included as comparables used for the 2010 valuation. These companies were selected due to relative size and product offerings compared to us at each valuation date. The set of comparable companies for the 2010 valuation also gave consideration to the companies that industry analysts compare with our company. Due to the scope of the search and the search criteria, such as the inclusion of outsource services, that the new valuation specialist engaged to assist us with our 2010 valuation used, there were some differences in the set of comparable companies for the 2010 valuations as compared to the companies that our prior valuation specialist used, although the set of comparable companies were similar.

        The Comparable Transaction Methodology is another common approach, and involves examining companies that have recently been sold in the public marketplace. For this method, the total price paid for the company is related to earnings figures which yield implied transaction multiples. The acquired company is then compared with the subject company on the basis of risk and expected return, and its transaction multiples are used as a basis for selecting appropriate multiples for the subject company. Minority interest discounts are a function of control premiums. A control premium is defined as the additional consideration that an investor would pay over a marketable minority equity value in order to own a controlling interest in the common stock of a company and is usually expressed as a percentage of the marketable minority price per share. We applied a 20% minority interest discount for the 2008 valuation, and a 25% minority interest discount for the 2009 valuation. We considered, but did not rely on, the Comparable Transaction Methodology for the 2010 valuation based on insufficient recent comparable transactions. A selection of historical sale transactions that took place in the same industry segments as us was compared by revenues, EBITDA, enterprise value and margins to calculate a representative value. This value was then adjusted for debt and reduced by the minority discount to arrive at the approximate enterprise value for the Company.

        An additional assumption in the Comparable Transaction Methodology is that the selection sample of historical sale transactions is current and relevant. As the December 2005 and December 2008 valuations were 3 years apart, the selections of historical sale transactions were independent and without duplication occurring in either valuation. The sample for the 2009 valuation was similar to that employed in the 2008 valuation.

        The three methods described above were equally averaged and a discount for lack of marketability was applied. This illiquidity discount adjusts for the lack of inherent liquidity when compared to publicly traded companies. We determined that a illiquidity discount of 5% was appropriate for the 2008 valuation. An illiquidity discount of 3.5% was used in the 2009 valuation, and an illiquidity discount of 20.0% was used in the 2010 valuation.

        The decline of the fair value of our common stock from $24.00 in June 2007 to $7.74 in December 2008 was primarily due to an approximate 20% decline in our Adjusted EBITDA in the years ended December 31, 2007 and 2008. Adjusted EBITDA decreased from $23.3 million for the year ended December 31, 2007 to $21.2 million for the year ended December 31, 2008. Additionally, financial markets experienced significant declines in the period between June 2007 and December 31, 2008. For

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the period between June 2007 and December 2008, the S&P 500 declined approximately 39.9%, the Dow Jones Industrial Average declined approximately 34.3%, and the NASDAQ Composite Index declined approximately 39.0%. The decline of the fair value of our common stock from $7.74 in December 2009 and early 2010 to $4.74 in December 2010 was primarily due to the increased illiquidity discount utilized in 2010. Additionally, Adjusted EBITDA decreased from $23.8 million for the year ended December 31, 2009 to $22.9 million for the year ended December 31, 2010. At the time of the 2009 valuation, we were in the process of an initial public offering of our common stock and listing our common stock on The NASDAQ Global Market, which was reflected in the lower discount. At the time the 2010 valuation was performed, we were not actively pursuing the initial public offering or the listing of our common stock, which was reflected in the higher discount. The decline of the fair value of our common stock from $5.00 in September 2010 to $4.74 in December 2010 was due to the 2010 valuation that was completed as of December 2010. One key input to our 2010 valuation model was our financial forecast for 2011 and beyond, which was not available in September 2010.

Assumptions to Determine Retirement Benefits Costs and Liabilities

        BancTec Limited, one of our subsidiaries, sponsors the BancTec Limited Retirement Benefit Scheme which is a defined benefit arrangement. The contributions are determined on the basis of triennial valuations. We receive actuarial reports annually.

        Various assumptions are used in the calculation of the actuarial valuation of the benefit scheme. The assumptions include discount rates, expected return on plan assets, and rate of increase in future compensation levels. In addition to the above mentioned assumptions, actuarial consultants use subjective factors such as withdrawal and mortality rates to estimate the projected benefit obligation. While management believes that the assumptions used are appropriate, the actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of benefit obligations and pension expense recorded in future periods.

        We update these assumptions annually based on current economic conditions. These assumptions can be affected by: (a) changes in the rates of return on high-quality corporate bonds; (b) changes in the scheme's strategic asset allocations to various investment types and long-term return trend rates in the capital markets in which the fund assets are invested; and (c) future labor market conditions and inflation. Also, as the scheme is closed to new entrants, the current service cost as a percentage of pensionable payroll is likely to increase as the membership ages, although it will be applied to a decreasing pensionable payroll.

        The regular contributions made by BancTec Limited during 2009 and 2010 totaled $1.7 million and $1.8 million, respectively. In addition to the regular contributions, BancTec Limited meets the costs of death in service benefits and administration expenses.

        The major actuarial assumptions used to compute the benefit obligation and net periodic benefit costs for 2009 and 2010 are set forth in the table below.

	2009 per annum			2010 per annum
Rate of increase in salaries to scheme liabilities		2.00	%		2.00	%
Discount rate applied to scheme liabilities		5.80			5.60
Expected asset return		6.75			6.59
Inflation assumption		3.60			3.60

        A significant assumption used in determining our pension expense is the expected long-term rate of return on plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical

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returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions.

        We assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 6.6%, which comprised the expected rates of return assumptions of 7.0%, 4.5% and 5.8% for the scheme's equities, government gilts and corporate bonds and cash, respectively, for 2010 net periodic benefit cost. Our expected rate of return for equities is derived by applying an equity risk premium to the expected yield on the fixed-interest 15 year UK government gilts. We evaluated a number of indicators including prevailing market valuations and conditions, corporate earnings expectations, and the estimates of long-term economic growth and inflations to derive the equity risk premium. The expected return on the gilts and corporate bonds typically reflect market condition at the balance sheet date, and the nature of the bond holdings.

        The BancTec Limited Retirement Benefit Scheme assets contain investments in gilts and bonds as a means to reduce the overall market risk. Determining the expected return requires a high degree of judgment. We use the historical performance achieved over a long period of time (15 to 20 years) as a base and applies upward or downward adjustments to the historical returns to reflect future capital market expectations as deemed fit.

        In addition, the impact of the recent market conditions are reflected in the discount rate and the inflation rate utilized to determine the scheme's benefit obligation.

        The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan's liabilities. The index utilized reflected the market's yield requirements for these types of investments.

        The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the UK government's target rate for inflation at 3.6%.

        The assumptions regarding rate of compensation increase and the percentage of members that will elect to receive a lump sum benefit at retirement were based on current observable trends.

        The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily be borne out in practice. We estimate that a 50 basis point decline in the expected long-term rate of return will increase our annual pension expense by an estimated $0.2 million. In addition, the same basis point decline in the discount rate will increase our annual expenses and benefit obligations by approximately $0.4 million and $5.4 million, respectively.

Other Liabilities

        We are subject to various claims and contingencies associated with lawsuits, insurance, tax and other issues arising out of the normal course of business. The Consolidated Financial Statements reflect the treatment of claims and contingencies based on management's view of the expected outcome. In determining whether a loss accrual or disclosure in our consolidated financial statements is required, we consider, among other things, the degree to which we can make a reasonable estimate of the loss, the degree of probability of an unfavorable outcome, and the applicability of insurance coverage for a loss. The degree of probability and the loss related to a particular claim are typically estimated with the assistance of legal counsel. If the likelihood of an adverse outcome is probable and the amount is estimable, we accrue a liability in accordance with ASC 450—Contingencies ("ASC 450"), formerly SFAS No. 5, "Accounting for Contingencies." Significant changes in the estimates or assumptions used in

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assessing the likelihood of an adverse outcome could have a material effect on the consolidated financial results.

New Accounting Pronouncements

        In August 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value." This update provides amendments to ASC 820, "Fair Value Measurements and Disclosure" for the fair value measurement of liabilities. We adopted ASU 2009-05 for all financial liabilities in the fourth quarter of fiscal 2009. We adopted ASU 2009-05 for all non-financial liabilities in the first quarter of fiscal 2010. The adoption of ASU 2009-05 did not have a material effect on our consolidated financial statements.

        In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." This Statement requires an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS 167 was effective for us as of January 1, 2010. The adoption of SFAS 167 did not have a material impact on our consolidated financial condition or statement of operations.

        In 2009, the FASB issued changes to revenue arrangements with multiple deliverables in ASU 2009-13, "Multiple-Deliverable Revenue Arrangements." (Topic 605—Revenue) and ASU 2009-14, "Certain Revenue Arrangements that Include Software Elements" (Topic 985—Software) The new standards modify the revenue recognition guidance for certain arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. The new standards provide principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standards also expand the disclosure requirements for multiple deliverable revenue arrangements. We adopted ASU 2009-13 and ASU 2009-14 on January 1, 2011. The adoption of these standards did not have a material impact on our consolidated financial statements.

        In January 2010, the FASB issued ASC 820 "Fair Value Measurements and Disclosures" amending and clarifying requirements for fair value measurements and disclosures. The new guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a reconciliation of all activity in Level 3. The guidance also requires detailed disaggregation disclosure for each class of assets and liabilities in all levels, and disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective at the start of interim or annual reporting periods beginning after December 15, 2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. This statement has not currently had, nor do we anticipate that this guidance will have a material impact on our consolidated financial statements upon full adoption.

        In December 2010, the FASB issued ASU 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations" which will change the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for any business combination we complete on or after January 1, 2011. The revised disclosure requirements will not affect our financial position, results of operations or cash flows.

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BUSINESS

Overview

        BancTec is a global provider of payment processing and document management solutions and services. We believe our value proposition to our clients is our proprietary software and hardware solutions for processing high-volume, complex business transactions. We currently serve over 1,800 clients across 50 countries that depend on our technology and services to improve productivity, lower costs and optimize business processes. Among these clients are national and multinational organizations, such as Aflac, Bank of America, Discover, HP, U.S. Bank and Swedbank.

        We offer our solutions on a fully outsourced basis, which we own and manage, or on an in-house basis that is acquired and deployed by our clients. We have provided in-house solutions to our clients for nearly 40 years and began offering our fully outsourced solution, which we refer to as business processing outsourcing, or BPO, in 2005. Given the relatively short history of offering BPO services, most of our clients currently deploy our solutions on an in-house basis. Our BPO services use the same software and hardware as our in-house deployments, which facilitates the transition from an in-house to a fully outsourced solution.

        Our BPO services are provided through our 19 BPO centers located throughout the world. These centers leverage a common proprietary software and hardware technology platform that is designed to provide reliability, security and consistently high levels of performance. Our BPO services include financial process services, electronic document management services and finance and administrative services. We serve companies of all sizes in the banking, insurance, healthcare, utility, government and transportation sectors. Our BPO services are typically contracted on a multi-year basis that includes the payment of recurring monthly or transactional fees. Our BPO revenue has increased every year since we began offering BPO services to our clients. BPO revenue accounted for approximately 11.0% of total revenue in 2006 and has grown to approximately 38.5% of total revenue in 2010.

        Clients who do not use our BPO services for their processing needs can acquire our internally-developed software and hardware solutions to deploy on an in-house basis. We integrate these solutions within our clients' existing business processes. Our in-house solutions are generally sold with a combination of upfront fees, additional fees and recurring annual maintenance fees.

Our Industry

        Globalization and rapid technological innovation are creating an increasingly competitive business environment that requires enterprises to fundamentally change their business processes. This environment is characterized by greater focus on increased quality, lower costs, faster turnaround and heightened regulatory scrutiny. Those companies that process high volumes of payments, documents and other content are particularly challenged by this environment. To make necessary changes and adequately address these needs, companies are focusing on their core competencies and utilizing cost-effective outsourced solutions to improve productivity, lower costs and manage operations more efficiently. Third party research organization NelsonHall has estimated the size of the global BPO market at $292.6 billion in 2010 and projects that the market will increase at a 7.1% compound annual growth rate to $385.5 billion in 2014.

        By outsourcing certain processes to BPO providers that have more experience complying with industry-specific regulations, companies are better able to reduce risk, enhance compliance and minimize management distraction. These benefits are highly relevant in the wake of legislation and industry standards such as the Obama Healthcare Plan, SOX, HIPAA, PCI DSS and the EU Data Protection Directive, which have enhanced the importance of compliance, security practices and internal controls.

        We believe our business will be positively impacted by these industry dynamics in the future.

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        Within the global BPO market, we concentrate on three markets: Financial Process Services, Electronic Document Management Services and Finance and Administration Services.

        Financial Process Services includes account origination and servicing, payment processing, merchant card services, and mobile payment services. Over the past five years, payment processing has undergone significant changes, including the shift away from paper to electronic payments and the demand to deliver financial transactions and data to diverse technology platforms in a cost effective and secure manner. Many businesses that process high volumes of payments have made substantial IT investments to centralize processing and implement legislative changes such as PCI DSS, and payment security continues to evolve. PCI DSS 2.0, the newest version of the payment security standard, was introduced in October 2010, and payment security standards will continue to change as new threats and technologies emerge. Based on the NelsonHall Report, we estimate that the addressable market opportunity for financial process BPO services in 2010 was approximately $39.5 billion and will grow at a 6.0% compound annual growth rate to $50.7 billion in 2014.

        Electronic Document Management Services includes the electronic capture of paper and electronic documents, combined with extraction of information from the documents and integration of the captured data into appropriate business applications. This paper-to-electronic conversion drives the automation of business processes and transactions and the reduction of processing costs. Document management applications include end-to-end claims processing and inbound mail processing. Companies large and small, public and private, realize the need for fast and reliable access to their active and inactive documents and information regardless of their location or format. Major industries such as healthcare are at the forefront of outsourcing the management of their paper and digital information. A move has been underway for several years to digitize health records. In 2010 the U.S. government enacted the $787 billion American Recovery and Reinvestment Act, which has created an incentive for physicians to implement an electronic health records solution. Based on the NelsonHall Report, we estimate that the addressable market opportunity for document management BPO services in 2010 was approximately $11.9 billion and will grow at an 8.0% compound annual growth rate to $15.3 billion in 2014.

        Finance and Administration Services includes accounts payable automation, accounts receivable automation and, in the healthcare industry, revenue cycle management. These functions continue to be outsourced processes. Market growth continues to see strong adoption across most industries with financial services, utilities, travel and logistics, leading the outsourcing trend. Based on the NelsonHall Report, we estimate that the addressable market opportunity for finance and administration BPO services in 2010 was approximately $20.4 billion and will grow at a 13% compound annual growth rate to $33.2 billion in 2014.

        Based on the NelsonHall Report, we estimate that the combined addressable market for the three segments we serve was $71.9 billion in 2010, and will grow at an 8.5% compound annual growth rate to $99.2 billion in 2014.

Our Solution

        We have over three decades of experience in payment processing and document management solutions and services. Our original business focused on the design, development and manufacture of check-sorting software and hardware for the banking industry. Over the years, we have gained experience in mission-critical processes associated with transaction processing in the financial services industry. As a result of listening to our clients' changing needs and monitoring market trends, we have enhanced our software and hardware products and developed and expanded our offerings. Our current offerings go beyond software and hardware to include services and solutions that serve the payment processing and document management needs of businesses in a variety of industries.

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        We focus on long-term, collaborative relationships that position us to meet our clients' needs for payment processing and document management solutions and services. Key to meeting these needs is our software, hardware and business process expertise. We deliver our offerings to our clients through two delivery models: BPO services and in-house business solutions. Whether delivered as a BPO service or an in-house solution, our software, hardware and process expertise helps our clients improve throughput, accuracy, cost, exception handling and data delivery.

Our Competitive Strengths

        Our principal competitive strengths include:

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Proven Deployment Across a Sizeable Client Base.  We currently serve over 1,800 clients. We believe the long-standing relationships we have developed with these clients provide us with a captive base from which to cross-sell our BPO services to those not currently using them. We have significant experience in deploying and maintaining outsourcing and transaction processing solutions for many of the world's largest and most complex organizations. We leverage our long-standing client relationships and proven deployment knowledge to convert clients from in-house solutions to BPO services. Our clients have come to trust our ability to efficiently and securely deploy hardware and software solutions for their most mission-critical processes. Our process of converting clients from in-house solutions to BPO services is aided by the fact that the same technology and systems are used in both deployments.

•

Deep Domain Expertise in Improving Business Processes.  We benefit from nearly 40 years of experience in the payment processing and document management industry. This intellectual capital has enabled us to develop in-depth knowledge of our clients' business processes and industries, allowing us to provide high-value services and solutions. Our extensive domain and process expertise has enabled us to expand our role with current clients and attract new clients.

•

Extensive Solutions.  Our clients rely upon our internally-developed solutions to manage their most important business processes. We have an extensive set of products and solutions that allow us to address many different aspects of our clients' business processes. We believe the functionality, performance and quality of our solutions are well recognized in the industry and are highly differentiated. We continuously develop services and solutions based on new and evolving technology and market demand.

•

Strong Barriers to Entry.  The clients that use our proprietary software and hardware have made a substantial financial investment in our solutions and incorporated them into their critical business processes. Our BPO clients have also entrusted us with managing these critical processes on their behalf. We believe that the embedded investment and the associated switching costs that would be incurred if a client were to move to a different provider creates a significant barrier to entry.

•

Experienced Management Team.  Our senior management team have over 100 years of payment processing and document management experience and have held leadership positions at large, global BPO organizations, such as HP, EDS and ACS. By leveraging this experience as well as a culture of developing strong relationships with senior level contacts at large organizations around the world, we believe we are better able to expand our BPO services and increase our revenues. Our management team is focused on delivering robust solutions and high levels of customer satisfaction.

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Our Strategy

        We intend to enhance our competitive position in payment processing and document management solutions and services. The key elements of our strategy include:

•

Convert Existing In-house Clients to BPO Clients.  We believe there is a significant growth opportunity in converting our existing in-house clients to BPO clients. In recent years, several of our clients, including Aflac, British Airways and Discover have transitioned to our BPO services as they recognize the benefits of using an outsourced solution. When such transitions occur, we typically experience annual revenue from these clients that is several fold greater than what we had previously received. We anticipate that more clients will migrate to our BPO services as they come to recognize the benefits of utilizing our outsourced services as opposed to performing their processing activities on an in-house basis.

•

Grow Recurring Revenue.  We have established and maintain long-term relationships with our clients by entering into multi-year contracts that include the payment of monthly or transactional fees, which enables us to generate recurring revenue. We believe that as we expand our BPO business we will continue to grow our recurring revenue base.

•

Leverage Process Automation and Offshoring to Improve Margins.  We are focused on increasing our workforce productivity and efficiencies by integrating applications, expanding our India-based labor resource and using internally developed software and hardware solutions throughout our operations and delivery centers. We seek to continue to improve our BPO margins through business process automation and by using the lower cost labor at our captive offshore facility in Delhi, India.

•

Expand Addressable Markets.  We intend to focus on expanding the addressable markets for our solutions and BPO services. We believe there is a significant opportunity to target clients in additional document- and compliance-intensive industries, such as the healthcare industry. We also market our payment processing and document management experience to help our clients transition other aspects of their businesses from paper-based to digital processes. We will also seek to continue to expand the marketing of our BPO services in other geographic regions including Africa, Asia and Latin America.

•

Pursue Strategic Acquisitions.  We seek to expand our capabilities and geographic reach through acquisitions of businesses and products that complement our portfolio of offerings, allow us to better penetrate our target markets and expand our client base. We have successfully identified, completed and integrated four acquisitions since 2007: ECM, PrivatGirot, Document@Work and DocuData.

Solutions and Business Process Outsourcing Services

        The core of our value proposition to our clients is our proprietary software and hardware products for processing high-volume, complex business transactions. This value proposition is delivered to our clients through a BPO service model or an in-house model where clients directly house, operate and manage our products.

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Business Products

        We have developed a leading offering of proprietary software and hardware products. These solutions, which we use to perform our BPO services and that we also offer to clients on an in-house basis, include:

Products	Description
CenterVision®	Our CenterVision software product processes inbound paper and electronic documents, captures and converts information from these documents into usable digital content and delivers it directly to appropriate users.
eFIRST™ Capture	Our eFIRST Capture product captures, classifies, sorts and processes, paper or electronic structured or unstructured documents.
eFIRST™ Process	Our eFIRST Process business process management suite provides analysis, modeling, development and execution of business workflows. Integration with other eFIRST products delivers enterprise-wide information capture, process management and archive solutions.
eFIRST™ Archive	Our eFIRST Archive is a platform for building secure archive management solutions that tracks any file or document type, including images, data records, video and mixed media content.
eFIRST® Origin	Our eFIRST Origin is a flexible and highly configurable web-based mortgage and loan origination and servicing solution. It provides a managed environment to automate the complete mortgage and loan lifecycle from point of sale to post-completion servicing and redemptions.
FrontCollect®	Our FrontCollect is an enterprise wide input management system for the automatic distribution of received payments, mail, e-mail, faxes and other electronic formats for general incoming mail processing and high volume payment transactions.
IntelliScan® XDS	Our eXtreme Document Scanner offers our highest processing speed and resolution.
IntelliScan® SDS	A small-footprint, open-track scanning system for mid-volume and distributed environments.
IntelliScan® USC	Universal Scanner Control software providing real-time identification and processing on a wide range of capture devices.
PayCourier®	Our PayCourier product is designed for high-volume remittance processing to assist companies in reducing the cost of data entry by processing payment transactions electronically.
PayCourier® Archive	Our PayCourier Archive is a web-based archival solution merging both paper and electronic transactions, and providing tools to manage, store and retrieve high volumes of payment data and images.

Business Process Outsourcing Services

        Our BPO services use our products together with our business process expertise, facilities and personnel to deliver fully-outsourced transaction automation and document management services to our BPO clients. Our five major BPO centers, 13 satellite BPO centers and one captive offshore facility use the same software and hardware that we sell as in-house business solutions. For non-BPO clients who

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currently use our in-house solutions, this eases the transition to a BPO model and provides a large, established base of potential BPO clients.

        We offer a broad suite of BPO services that focus on Financial Process Services, Electronic Document Management Services and Finance and Administration Services. Specific services include:

Services	Description
AP Automation	We manage both electronic and paper invoices for a reduction of processing cost per invoice. We provide line-item purchase order matching, customized reports, integration with client enterprise resource planning systems and advanced implementation and training.
Check and Giro Processing	High volume payment processing and giro and voucher settlement for domestic and international clearing. The service includes the digitization of payments, image archive and digital exchange between banks.
Mortgage Origination	We provide web-based hosted applications for automating the mortgage origination and loan completion process. These Software as a Service (SaaS) solutions are hosted in a secure environment, allowing direct access to mortgage and loan products via the Internet. We also provide individual component services to enhance clients' existing loan process. This service is completely flexible to be configured to individual requirements.
Loan Origination	We provide a full suite of services to process a wide range of loans including retail secured and unsecured, non-residential and commercial. We support multiple channels including mail, electronic and portal and are able to service banks, packagers and brokers both individually or as part of a network.
Payment Processing	Designed for high-volume remittance processing, we assist in reducing the cost of data entry by processing payment transactions electronically. For archiving important data, we offer a web-based archival solution merging both paper and electronic transactions, and providing tools to manage, store and retrieve high volumes of payment data and images.
Input Management Processing	We outsource our clients' entire mail center operations to a managed service that processes inbound paper and electronic documents, captures and converts information from these documents into usable digital content and delivers it directly to appropriate users. This end-to-end solution includes incoming mail receipt, document scanning, indexing, classification, archive, OCR/data entry and exception processing.
Healthcare Remittance Automation Processing	We eliminate manual payment reconciliation and posting, significantly reducing processing costs, claim denials and days sales outstanding.
Healthcare Claims Processing	We convert claims into ANSI standard formats allowing payors to efficiently adjudicate claims. This service provides clients with the ability to track performance and identify areas for process improvement including explanation of benefits processing.
Document Processing & Archive	Our high-volume image capture service helps streamline image capture processes and deliver critical throughput efficiencies. Document imaging and archiving services provide access to documents and improved information management by converting and storing digital documents and using our web-enabled search tools to offer access to these documents.

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Sales and Distribution

        We offer our products, services and business solutions directly to our clients through our sales force and indirectly through value added resellers, distributors and system integrators, to achieve the widest possible geographic footprint.

        We primarily rely on our direct sales force and use indirect channels to complement our direct sales distribution. As of June 30, 2011, we employed 28 salespeople focused on the Americas and the emerging markets, 25 of whom are responsible for selling directly to our clients and 3 of whom are responsible for selling to value added resellers, distributors and system integrators. As of that date, we employed 33 salespeople focused on EMEA, all of whom are responsible for selling directly to our clients. We continue to seek partnership opportunities with indirect channels to further our penetration in our existing and potential markets.

Clients

        Our clients are primarily large national and multinational corporations that are focused on the need for more efficient and cost effective methods of payment processing and document management solutions and services. Our top five BPO clients based on revenue for the year ended December 31, 2010 include Aflac, HP, Discover, Swedbank and Harris Trust and Savings Bank. Our top five business solutions clients based on revenue for the year ended December 31, 2010 included HP, Bank of America, Optica Abrechungszentrum, Vivento Customer Service GMBH and U.S. Bank.

        Sales from our Americas operations for the years ended December 31, 2008, 2009 and 2010 accounted for 50.1%, 53.9% and 45.6%, respectively, of our total revenue.

        A significant portion of our revenue is concentrated among our ten largest clients which accounted for 33.3%, 34.3% and 30.4% of our revenue for the years ended December 31, 2008, 2009 and 2010, respectively. During the years ended December 31, 2008, 2009 and 2010, we derived 8.9%, 10.7% and 6.9%, respectively, of our revenue from a single client, HP. Our relationship with HP is governed by multiple contracts, pursuant to which we provide BPO services and systems solutions and maintenance, however, our business is not substantially dependent on any individual contract.

Product Development and Intellectual Property

        Our services and solutions have grown out of our own research and development efforts. We are engaged in ongoing research and development activities, funded by us and our clients, for both new and existing products that support our services and solutions. We intend to continue to develop new and innovative services and solutions and enhance our competitive position.

        We employed approximately 60 people for our research and development activities as of June 30, 2011 and invested approximately $5.2 million, $4.2 million, and $5.1 million in the years ended December 31, 2008, 2009 and 2010, respectively.

        We rely on a combination of patent, trademark, servicemark, copyright and trade secret laws in the United States and other jurisdictions as well as confidentiality procedures and contractual provisions to protect our proprietary technology and brand. We or our subsidiaries own a number of registered and common law trademarks in the United States and other countries relating to our trade names, products and services, including AP Master®, BancTec®, CenterVision®, DocuData®, eFIRST®, IntelliScan®, PayCourier® and PrivatGirot. Our unregistered trademarks include eCap™, E-Series™ and X-Series™.

        We hold 18 U.S. and foreign patents. All of our patents generally pertain to software and hardware technology in the areas of document and content processing, document sorting, data compression, character recognition, document detection, image capture, image analyses, document encoding and check strip attachment and removal.

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        No single patent or patent application owned by us and no third party technology licensed to us is so integral to our success that we would suffer a material adverse effect if any such patent were to expire or be invalidated, if any such patent application were to be abandoned or not issued or if any such third party technology were to become unavailable. The loss of such technologies, however, could create a short term hardship while substitute methods, technologies or products were obtained and implemented. If the validity of any issued or potential patents was challenged, we could encounter legal costs and expenses in enforcing our patent rights against alleged infringers. There can be no assurance that other technology cannot or will not be developed, or that patents will not be obtained, by others that would render any of our patents, proprietary technology, products or services obsolete.

        Our industry is characterized by frequent claims of intellectual property infringement, and we have received notice of such claims in the past. We are aware of patent enforcement litigation against third parties centered around US patents 5,910,988 and 6,032,137 that could apply to our business. The litigation involves process patents for payment processing systems that capture data remotely, and encrypt and transmit the data to a central location for processing and storage. We believe that prior art exists that could invalidate any potential claims of patent infringement arising out of the litigation described above. If the patent holder sues us for patent infringement, however, we can give no assurance of a favorable outcome. We believe the cost of defending such a lawsuit could be material.

        We are aware of patent enforcement efforts related to U.S. patent 5,633,954 that pertains to a certain method of improving OCR. We license and resell a third party OCR technology believed to use a different methodology than the 5,633,954 patent. We have received a request for indemnification from a client pursuant to a claim by the owner of the patent. If we are required to defend or indemnify that or any other client, we could be exposed to time-consuming, disruptive and expensive defense efforts and could suffer an adverse outcome. We are entitled seek indemnification from the licensor under such circumstances, but there is no guarantee the licensor has sufficient resources to fully indemnify us. See "Risk Factors—Risk Factors Relating to Our Business."

Competition

        The market for our services and solutions is intensely competitive and highly fragmented.

        We encounter competition for our services and solutions from a wide variety of companies. In our BPO services business, we face competition from HP, Xerox Corporation, Regulus Group LLC (now a part of 3i Infotech, Ltd), First Data Corporation, R.R. Donnelley & Sons Co., IBM Global Services and Aditro. In our business solutions business, we face competition from Wausau Financial Systems, Inc., EMC Corporation, Unisys Corporation, ITESOFT, Metavante Technologies Inc. (now a part of Fidelity National Information Services, Inc.), Imaging Business Machines, LLC and Kofax plc.

        We believe that the principal competitive factors determining success in the markets we serve include the following:

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reputation for reliability and service;

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breadth and quality of services;

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technological innovation and understanding client strategies and needs;

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process expertise;

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scalable infrastructure;

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creative design and systems engineering expertise;

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effective client support;

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processing speed and accuracy;

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•

pricing, and

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long-term financial strength.

        We could experience increased competition from both existing competitors and companies that enter our existing or future markets. Some of our competitors have substantially greater resources than we have.

Foreign Sales and Assets

        We operate in the following geographic areas: the United States, the United Kingdom, and other international areas consisting primarily of Canada, France, Sweden, Germany, and the Netherlands. Inter-area sales to affiliates are accounted for at established transfer prices. See "Note N—Geographic Operations" to the Consolidated Financial Statements for more information.

Facilities

        We lease our corporate headquarters facility located at 2701 East Grauwyler Road, Irving, Texas. Consisting of approximately 310,500 square feet of building area, this facility is also the primary location for our assembly and manufacturing activities. We also lease a regional headquarters facility in London, United Kingdom. Worldwide, we have operations in 15 countries. We have five major BPO facilities, which are at least 33,000 square feet, 13 satellite BPO facilities and one captive offshore facility. These facilities are located in the following geographic regions:

Europe	United States
Major BPO facilities
Harlow, UK	Chicago, IL
Stockholm, Sweden	Columbus, GA
	Dallas, TX
Satellite BPO facilities
Heathrow, UK	Charlotte, NC
Durham, UK	Houston, TX
Paris, France	Phoenix, AZ
Dublin, Ireland	Philadelphia, PA
Frankfurt, Germany	Fairfield, NJ
Cologne, Germany
Utrecht, Netherlands
Tallin, Estonia
Captive offshore facility
Delhi, India

        We believe that these facilities are adequate to meet our ongoing needs. The loss of any of our facilities could have an adverse impact on operations in the short term; however, we have the option to renew our existing facility leases and believe we can replace any of our existing facilities with alternate facilities at comparable cost.

Government Regulation

        Our BPO operations are subject to several regulations, which apply directly to us and to our clients, including the Payment Card Industry Standards, security provisions of the Gramm-Leach Bliley Act of 1999 and privacy regulations imposed under HIPAA. In addition, our international business subjects us to numerous U.S. and foreign laws and regulations, including, without limitation, the FCPA, the UK Bribery Act and the implementing legislation under the European Union Data Protection Directive. See "Risk Factors—Risk Factors Relating to Our Business—Our operations are subject to numerous U.S. and foreign laws, regulations and restrictions affecting our services, solutions, labor and

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the markets in which we operate, and non-compliance with these laws, regulations and restrictions could have a material adverse effect on our business and financial condition."

        Payment Card Securities Standards.    Many of our customers, including credit card companies, have imposed data security standards that we must meet. In particular, we are required by the Payment Card Industry Security Standards Council, founded by the credit card companies, to comply with their highest level of data security standards.

        Gramm-Leach-Bliley Act.    On November 12, 1999, the Gramm-Leach-Bliley Act of 1999 became law, implementing fundamental changes in the regulation of the financial services industry in the United States. The Gramm-Leach-Bliley Act requires our customers to maintain privacy with respect to certain consumer data in its possession and to periodically communicate with consumers on privacy matters. As we temporarily possess certain consumer data as a routine part of our operations we are required to comply with this act.

        Health Insurance Portability and Accountability Act of 1996.    HIPAA established requirements for maintaining the confidentiality and security of individually identifiable health information and new standards for electronic health care transactions. HIPAA is far-reaching and complex. Proper interpretation and practice under the law continue to evolve. As we temporarily possess HIPAA-protected information as a routine part of our operations we are required by the law and by our customers to comply with HIPAA's requirements.

        Our BPO operations also undergo an annual SAS 70 audit in connection with our clients' compliance with the internal controls requirements of Section 404 of SOX. In addition, we anticipate that certain clients may in the future require that we facilitate their compliance with Item 1122 (Compliance with Applicable Servicing Criteria) of SEC Regulation AB, which requires us to implement policies and procedures to facilitate monitoring of our performance required by such regulation.

Employees

        As of June 30, 2011, we had approximately 1,892 employees, 878 of whom were located in the United States. Our U.S. employees are not represented by any labor unions. We also utilize temporary workforce to support peak volumes, which helps us effectively manage our labor costs. Furthermore we utilize offshore labor which also helps offset costs associated with delivery of our services across our portfolio. We have never experienced a work stoppage and we consider our relations with our employees to be good.

History

        Founded as a Texas corporation in 1972, we released our first product, the CheckMender, in 1973. In 1980, we successfully completed an initial public offering and we were listed on The NASDAQ Stock Market. In 1987, we became a Delaware corporation. In 1995, we merged with Recognition International, Inc., nearly doubling our revenue and workforce. That same year, our stock was listed on the New York Stock Exchange. In July 1999, Welsh, Carson, Anderson & Stowe VIII, L.P. and its associates ("WCAS"), a private equity investment firm, took us private. On June 27, 2007, we consummated the June 2007 Recapitalization in which we issued and sold 46,575,000 shares of our common stock. Pursuant to the June 2007 Recapitalization, we received net proceeds of approximately $351.8 million. We used a portion of the proceeds from the June 2007 Recapitalization to purchase or redeem all of our then outstanding capital stock, including all of the shares held by WCAS, to retire all of our then outstanding long-term debt and to repay borrowings outstanding under our then existing revolving credit facility. We sold our ITSM division in January 2009. We believe the sale has allowed us to sharpen our strategic focus on expanding our BPO and business solutions practices.

Legal Proceedings

        We are a party to various legal proceedings from time to time. None of such proceedings are currently expected to have an outcome that is material to our financial condition.

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MANAGEMENT

Executive Officers and Directors

        Set forth below are the names, ages and positions of our directors and executive officers as of the date of this prospectus.

Name		Age		Position with the Company
Executive Officers:
	J. Coley Clark		66	Chief Executive Officer and Chairman of the Board of Directors
	Maria L. Allen		50	Senior Vice President and President, Americas
	Jeffrey D. Cushman		49	Senior Vice President and Chief Financial Officer
	Mark D. Fairchild		51	Senior Vice President and Chief Technology Officer
	Michael D. Peplow		51	Senior Vice President and President, EMEA
	Robert R. Robinson		48	Senior Vice President, General Counsel and Secretary
	Mark E. Trivette		39	Vice President, Controller and Chief Accounting Officer
Non-Employee Directors:
	Felipe F. Atela		55	Director
	R. Randolph Devening		69	Director
	Thomas M. Dunning		68	Director
	Gary J. Fernandes		67	Director
	John R. Harris		62	Director

        The following are biographical summaries, including experience, of those individuals who serve as our executive officers:

J. Coley Clark has been Chairman of our board of directors since June 2007 and Chief Executive Officer since September 2004, when he joined BancTec after 32 years with EDS. Mr. Clark has been one of our directors since March 2004, and his current term of office as a director expires in 2013. Mr. Clark retired from EDS in 2004 as a Senior Vice President and President, Global Financial Industry. He was also a member of the Global Operations Council, EDS' senior executive team. Mr. Clark served on the board of directors of i2 Technologies, Inc. from May 2008 until January 2010, the board of directors of Carreker Corporation from September 2004 until April 2007 and on the board of directors of FundsXpress Financial Network, Inc. from 2003 until 2007. Mr. Clark currently serves on the board of Moneygram International, Inc., a global money transfer company, and is a member of its Nominating and Human Resources Committee. Mr. Clark brings to the board extensive experience in the outsourcing and financial services industries from his experience at EDS and with us. He also possesses considerable financial expertise and experience at the board level, having served as the chairman of the audit committee of i2 Technologies, Inc. while it was a publicly traded company.

Maria L. Allen has been Senior Vice President and President, Americas since February 2011. Ms. Allen joined BancTec in August 2010 as Group Vice President of Global Strategy and Market Development after a 15-year career with HP Enterprise Services (previously EDS) where she most recently served as Vice President of Global Financial Services Outsourcing. Ms. Allen also served in a variety of management and consulting roles during her 15-year career with HP Enterprise Services and at A.T. Kearney, Inc.

Jeffrey D. Cushman has been Senior Vice President and Chief Financial Officer since February 2005. Mr. Cushman joined BancTec in November 2004 as Vice President of Finance. From November 2001 to May 2003, Mr. Cushman performed strategic development work for Metromedia Fiber Network, Inc., and before joining Metromedia, from January 2000 to October 2001, Mr. Cushman was the Chief Financial Officer, Senior Vice President, Secretary and Treasurer for GroceryWorks, Inc., an internet grocery fulfillment company. From November 1997 to December 1999, Mr. Cushman was Chief Financial Officer of Evercom, Inc., a telecommunications services provider. Prior to this time,

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Mr. Cushman was Director of Business Development at EDS, after holding a number of financial positions, including Group Financial Officer.

Mark D. Fairchild has been Senior Vice President and Chief Technology Officer since November 2005. Mr. Fairchild joined BancTec in 1985 and since then has progressed through various management roles including European Software Director, Vice President of Engineering, Vice President of European Operations and Senior Vice President of Global Products and Operations.

Michael D. Peplow has been Senior Vice President and President, EMEA since 2005. Mr. Peplow joined BancTec in June 1998 as Business Development Manager. Mr. Peplow has also served as Managing Director of BancTec Ltd. in the United Kingdom and Ireland. Prior to joining BancTec, Mr. Peplow served at other entities in a number of strategic marketing, sales and consultancy roles.

Robert R. Robinson has been Senior Vice President, General Counsel and Secretary since February 2011 and Vice President, General Counsel and Secretary since August 2008. Mr. Robinson joined BancTec in June 2008 as Vice President and General Counsel. Mr. Robinson's responsibilities include legal, contracts and the human resources function. From July 2003 to January 2008, Mr. Robinson held various positions, including the positions of Senior Vice President and Group Counsel—International and Senior Vice President and Group Counsel—Corporate for Affiliated Computer Services, Inc., an IT and business process outsourcing company, where he was responsible for first the international and then the global corporate legal function. Prior to that, Mr. Robinson served as General Counsel and Vice President of Business Development for Renew Data Corp., a provider of e-discovery services, and held various positions with Vignette Corporation, a provider of enterprise content management software, including Vice President and General Counsel—Americas.

Mark E. Trivette has been Vice President, Controller and Chief Accounting Officer since August 2010. Prior to joining BancTec, Mr. Trivette served from 2000 to 2010 at i2 Technologies, Inc., a provider of enterprise supply chain management software and services. While at i2 Technologies, Inc., Mr. Trivette held various titles, ultimately serving as Senior Vice President and Corporate Controller prior to the company's acquisition in 2010. Previously, Mr. Trivette served more than 6 years with Arthur Andersen, where he was a Manager in the Audit division supporting clients in a variety of industries.

        The following are biographical summaries of those individuals (other than J. Coley Clark, whose biographical summary is shown above), who serve as our directors:

Felipe F. Atela has been one of our directors since August 2007, and his current term of office as a director expires in 2012. Prior to August 2007 Mr. Atela was a member of our European Advisory Board. Mr. Atela has been Vice President and an advisor of Convergys Corporation, a relationship management company, since October and June 2009, respectively. From December 2002 to June 2009, Mr. Atela was Chairman of Deutsche Telekom Espana, S.L., a telecommunications operator and IT business services provider. Mr. Atela's responsibilities included overseeing operations of T-Systems Spain, a technology services company. Mr. Atela serves on the boards of directors of Buongiorno S.p.A, an Italian based independent mobile media and technology company and Arsys Internet S.L., an Internet Service Provider. In addition, Mr. Atela serves as a member of our Audit Committee and of our Compensation Committee. Mr. Atela brings to the board considerable experience in the outsourcing industry from his experience with EDS as Vice President of Operations in Spain and later President of EDS' Spanish business. Mr. Atela also provides expertise with respect to the European and Latin American geographies.

R. Randolph Devening has been one of our directors since August 2007, and his current term of office as a director expires in 2014. Mr. Devening has over forty years of management experience primarily in the food and retail service channels. Mr. Devening served as the Chairman, President and Chief Executive Officer of Foodbrands America, Inc., a food services and retail marketing company,

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until 2001. Prior to his service with Foodbrands America, Mr. Devening was the Vice Chairman and Chief Financial Officer of Fleming Companies, Inc., a consumer goods distributor. Mr. Devening currently serves on the boards of directors of Penford Corporation, a developer, manufacturer and marketer of specialty natural-based ingredient systems, Safety-Kleen Systems, Inc., a holding company of a cleaning and environmental solutions company, Fred Jones Enterprises, a supplier of engines and transmissions, Hall Capital Partners and Ozone International, Inc. Mr. Devening also served on the board of directors of 7-Eleven, Inc. from 2004 to 2008 and Gold Kist, Inc. from 2004 to 2008. In addition, Mr. Devening serves as the chair of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. Mr. Devening brings to the board extensive financial expertise stemming from his experience as Chief Financial Officer of Fleming Companies, Inc. and his service as Chairman of the Audit Committee of Safety-Kleen Systems, Inc.

        Thomas M. Dunning has been one of our directors since June 2010 and his current term of office as a director expires in 2014. Mr. Dunning was the Chairman and Chief Executive Officer of Dunning Benefits Corporation until that firm merged with Lockton Companies of Kansas City in 1998. At that time, Mr. Dunning assumed the role of Chairman and Chief Executive Officer of Lockton Dunning Benefits, which represents large employers throughout the United States in the design, implementation, and servicing of employee benefits. In June 2008 he retired and became the Chairman Emeritus of Lockton Dunning Benefits until 2011 at which time he took on the position of consultant. Mr. Dunning also serves as the lead director for Oncor Electric Delivery Company, the sixth largest electric delivery business in the United States. He formerly served as Chair of Oncor's organization and compensation committee from November 2008 to November 2010. Mr. Dunning has also served since August 2008 as a trustee and a member of the Audit Committee of American Beacon Funds, which offers mutual funds to institutional and retail investors. He has served on a number of notable boards for the state of Texas and the city of Dallas including the board of directors of DFW International Airport and Chairman of the Texas Water Development Board. Mr. Dunning currently serves as a member of our Nominating and Corporate Goverance Committee. Mr. Dunning's variety of past and present leadership positions, including but not limited to his time as chairman, chief executive officer, director and committee member of various corporations and entities, bring years of business experience and expertise to BancTec.

Gary J. Fernandes has been one of our directors since 2003 and his current term of office as a director expires in 2012. Mr. Fernandes retired as Vice Chairman of EDS in 1998, after serving on the board of directors of EDS since 1981. After retiring from EDS, Mr. Fernandes founded Convergent Partners, a venture capital fund focusing on buyouts of technology related companies. He also served as Chairman and CEO of GroceryWorks, Inc. until 2001. He currently serves as the lead independent director of CA, Inc., one of the world's largest IT management software providers, and on the board of Blockbuster Inc. Mr. Fernandes has been the Chairman of FLF Investments, a family business involved with the acquisition and management of commercial real estate properties and other assets, since 1999. Mr. Fernandes was also the non-executive Chairman of the Board of eTelecare Global Solutions, Inc., a business process outsourcing company, from 2006 to 2009. In addition, Mr. Fernandes serves as the chair of our Compensation Committee and as a member of our Audit Committee. Mr. Fernandes brings to the board extensive and varied experience in the outsourcing and financial services industries from his experience at EDS, as well as extensive boardroom experience from his service on multiple boards of publicly traded companies, including CA, Inc.

John R. Harris has been one of our directors since August 2007, and his current term of office expires in 2013. Mr. Harris is currently an operating partner with GlendonTodd Capital L.L.C., a private equity firm focused on the technology-enabled business services sector, and President and Chief Executive Officer of Chemical Information Services, Inc., a portfolio company of GlendonTodd Capital L.L.C. Mr. Harris was Chief Executive Officer and a member of the board of directors of eTelecare Global Solutions, Inc., a business process outsourcing company, from 2006 to 2009. Prior to

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eTelecare Global Solutions, Mr. Harris was the Chief Executive Officer of Seven Worldwide, Inc., a marketing services company from 2003 to 2005 and the President and Chief Executive Officer of Delinea Corporation, a professional services company serving the utility industry, from 2002 to 2003. Previously, Mr. Harris spent 25 years with EDS, during which he held a variety of executive leadership positions. Mr. Harris currently serves on the boards of directors of Premier Global Service, Inc., a provider of on-demand business process improvement solutions, The Hackett Group, Inc., a global strategic advisory firm, DGFastChannel, Inc., a digital content distribution company, Startek Inc., a business process outsourcing company and CommerceTel Corporation, a provider of mobile adversiting services. Mr. Harris also served on the board of inVentiv Health, Inc., a provider of marketing and sales services for the pharmaceutical and life sciences industries, from May 2000 through June 2008. In addition, Mr. Harris serves as the chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. Mr. Harris brings to the board extensive experience in the outsourcing and financial services industries from his experience at EDS and eTelecare Global Solutions. He also possesses considerable financial and public company management expertise, as well as extensive public and private company board experience.

Code of Business Conduct and Ethics

        We have adopted a Code of Conduct that applies to all of our officers and employees, including our Chief Executive Officer, Chief Financial Officer and Controller. We also adopted a Financial Code of Ethics that applies specifically to our Chief Executive Officer, Chief Financial Officer and Controller. Additionally, we have adopted a Code of Business Conduct and Ethics for Directors that applies to all of our directors. These codes are designed to affirm our high standards of business conduct and to emphasize the importance of integrity and honesty in the conduct of our business. We believe that the ethical foundations outlined in our corporate governance principles and the codes are critical to our ongoing success.

Director Independence

        Each of Messrs. Atela, Devening, Dunning, Fernandes and Harris qualifies as an independent director pursuant to the listing requirements of The Nasdaq Stock Market. Additionally, each of the directors serving on the audit, compensation and nominating and corporate governance committees of our board of directors are independent. With limited exception, the listing requirements of The Nasdaq Stock Market require that the majority of our board of directors consist of persons qualified as "independent" under such listing requirements.

Family Relationships

        There is no family relationship between any director or executive officer.

Composition of Our Board of Directors upon Completion of this Offering

        Our bylaws provide that our board of directors must consist of such number of directors as determined from time to time by resolution of our board, which number shall be no less than five and no more than nine (plus such number of directors as may be elected from time to time pursuant to the terms of any preferred stock that may be issued and outstanding from time to time). Upon the closing of this offering, we will have six directors. Our certificate of incorporation and our bylaws divide our board of directors into three classes with staggered three-year terms, as follows:

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Class I, which consists of R. Randolph Devening and Thomas M. Dunning, whose terms will expire at our annual meeting of stockholders to be held in 2014;

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Class II, which consists of Felipe F. Atela and Gary J. Fernandes, whose terms will expire at our annual meeting of stockholders to be held in 2012; and

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•

Class III, which consists of J. Coley Clark and John R. Harris, whose terms will expire at our annual meeting of stockholders to be held in 2013.

        Each director is elected for a term of three years and serves until a successor is duly elected and qualified or until his death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a majority vote of the directors then in office. Subject to the rights of any one or more classes or series of our preferred stock to elect directors under specified circumstances, directors may be removed only for cause and by the affirmative vote of at least a majority of the total number of directors as so fixed, or the holders of at least 66²/3% of the voting power of all of our shares of stock entitled generally to elect directors, voting together as a single class.

        Our current and future executive officers and significant employees serve at the discretion of our board of directors.

Committees of the Board

        Our board of directors has established an audit committee, compensation committee and nominating and corporate governance committee. From time to time, the board of directors designates special committees to address such issues as it deems necessary or advisable.

Audit Committee

        The audit committee of our board of directors is responsible for overseeing management and our independent auditor, financial reporting practices, internal controls, risk management and legal and ethical compliance. The audit committee consists of R. Randolph Devening, Felipe F. Atela and Gary J. Fernandes. Mr. Devening is the chair of our audit committee and will also qualify as the "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K. No member of the audit committee is, or ever was, one of our officers or employees. Each of the audit committee members is an independent director under the Securities and Exchange Commission and The NASDAQ Global Market rules. The principal duties of the audit committee are as follows:

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to appoint, evaluate, compensate and oversee the work of the independent auditor;

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to review and approve the independent auditor's retention and overall scope of the annual audit and any permitted non-audit services;

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to ensure the independent auditor's independence and set our hiring policies regarding employment of former employees of the independent auditor;

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to review our financial statements and independent auditor reports and to discuss with management, the independent auditor and the internal auditor any significant findings during the year, the audit plan, the coordination of audit efforts and all critical accounting policies and practices;

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to review and resolve issues regarding financial or audit reporting between the independent auditor and management;

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to review and discuss policies with respect to risk assessment, risk management and financial reporting with management and the independent auditor;

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to establish and oversee procedures for the treatment of complaints regarding financial reporting, accounting or auditing matters;

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to review and recommend the appointment, replacement and compensation of our Chief Financial Officer and head of internal audit;

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to evaluate the scope and effectiveness of our legal and regulatory compliance policies and programs;

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•

to review, approve or ratify any transactions or courses of dealing with related persons;

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to determine the adequacy of any requests for waivers under our code of business conduct and ethics;

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to address any conflicts of interest of directors and executive officers; and

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to conduct an annual self-evaluation of the committee's performance.

Compensation Committee

        The compensation committee supports our board of directors by overseeing management and director compensation policies and practices. Our compensation committee consists of Gary J. Fernandes, John R. Harris and Felipe F. Atela. Mr. Fernandes is the chairman of the compensation committee. Each of the compensation committee members is an independent director. The principal duties of the compensation committee are as follows:

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to establish our overall management compensation philosophy and policy;

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to review and approve corporate goals and objectives relevant to compensation of executive officers and to determine the compensation level for the executive officers;

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to review, approve and recommend all actions relating to compensation, promotion and employment related arrangements for senior management, including severance arrangements;

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to determine if and ensure that our management compensation programs are appropriate, properly coordinated, accomplish their purposes and are congruent with our risk management practices, and to recommend appropriate modifications;

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to approve and recommend our board of directors' actions on, and to administer, any incentive and bonus plans applicable to our employees and authorize all awards under incentive compensation and equity based plans, including the award of shares or share options;

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to review, approve and recommend action on any changes to any other forms of non-salary compensation, including retirement plans or programs;

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to review the form and amount of director compensation and make appropriate recommendations thereon;

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to monitor compliance of directors and executive officers with our policies regarding stock ownership;

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to select independent outside counsel, compensation consultants or other advisors after taking into consideration the relevant factors that may affect the independence of such advisors;

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to approve and review the engagement of any compensation consultant providing advice or recommendations on compensation;

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to determine whether disclosures must be made regarding conflicts of interest regarding such advisors;

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to review and discuss with management stockholder advisory votes on executive compensation ("say-on-pay") and stockholder advisory votes on the frequency of such say-on-pay votes and make related recommendations to the board of directors;

•

to prepare and review any reports or disclosure required to be included with any public filing; and

•

to conduct an annual self-evaluation of the committee's performance.

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Nominating and Corporate Governance Committee

        The nominating and corporate governance committee assists our board of directors in determining individuals qualified to serve as directors and overseeing, implementing and reviewing our overall corporate governance. Our nominating and corporate governance committee consists of: John R. Harris, R. Randolph Devening and Thomas M. Dunning. Mr. Harris is the chairman of the nominating and corporate governance committee. No member of the nominating and corporate governance committee is, or ever was, one of our officers or employees. Each member of the nominating and corporate governance committee is an independent director. The principal duties of the nominating and corporate governance committee are as follows:

•

to identify, screen and review director nominees and recommend candidates to fill our board of director vacancies;

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to recommend, implement and review our policies and procedures for identifying and reviewing director nominee candidates;

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to review the experience, qualifications, attributes and skills of each director and director nominee in light of our current business and structure;

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to review the composition of our board of directors for independence, skill, diversity and other desired qualities;

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to recommend whether each director qualifies as independent;

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to review the process for identifying and evaluating nominees for director;

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to review the size of our board of directors and make recommendations as to appropriate changes;

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to address conflicts of interest of directors and executive officers;

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to review and recommend any changes in the compensation of directors;

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to review the extent of our board of directors' role in the oversight of risk management and its effect on our leadership structure;

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to develop, recommend and implement corporate governance guidelines as necessary; and

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to conduct an annual self-evaluation of the committee's performance.

Compensation Committee Interlocks and Insider Participation

        During the year ended December 31, 2010, our compensation committee consisted of Gary J. Fernandes, John P. Harris and Felipe F. Atela. No member of the compensation committee is, or ever was, one of our officers or employees. None of our executive officers has served as a member of a compensation committee of any other entity (or if no committee performs that function, the board of directors of such other entity) that has an executive officer serving as a member of our board of directors.

Indemnification

        We maintain directors' and officers' liability insurance. Our certificate of incorporation and bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. See "Description of Capital Stock—Liability and Indemnification of Officers and Directors" included elsewhere in this prospectus for further information.

Compensation of Directors

        The goal of our director compensation policy is to attract and retain qualified persons to serve as members of our board of directors and to encourage ownership of our equity in order to provide

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additional incentives to promote our success. We paid annual retainer fees totaling $357,834 to our non-employee directors as compensation for their 2010 service on our board. Directors' fees of $50,000 per director, plus committee chair retainer fees and committee membership fees as applicable, were paid during the year ended December 31, 2010.

        Effective for 2010 and thereafter, pursuant to our director compensation policy, each non-employee director receives an annual retainer of $50,000. Each such director also receives $1,000 for each board meeting or telephonic board meeting, after the eighth such meeting within a year. The directors serving as chairman of the audit committee, compensation committee and nominating and corporate governance committee each receive an annual retainer of $15,000 and each committee member of each such committee receives a $10,000 committee member retainer. Each member of each such committee also receives a committee meeting fee of $1,000 for each committee meeting held after the fourth such committee meeting during a year. Also, each non-employee director will annually be awarded a grant of $75,000 worth of shares of restricted stock or restricted stock units.

        Our 2007 Director Plan provides for the grant to non-employee directors of non-qualified stock options and awards of restricted stock or restricted stock units. Pursuant to such plan, in year 2010, each non-employee director received 25,000 restricted stock units which vest in three equal installments with one-third vesting immediately and one-third vesting on each of the first and second anniversaries of the date of grant, and which are to be settled in cash within 180 days after the departure of a director from the board of directors.

        All of our directors are reimbursed for their out-of-pocket expenses incurred in connection with the performance of their board duties.

        During 2010, the compensation committee retained the consulting firm Lyons, Benenson & Company Inc. as its consultant to assist the compensation committee with its responsibilities related to our director compensation programs. Specifically, the compensation committee directed Harvey Benenson to provide a recommendation regarding appropriate compensation for independent members of the board for their service on the board and its committees.

        The following table reflects amounts paid to our non-employee directors as compensation for their 2010 service on our board of directors and related committees.

			Stock Awards
Name	Fees Earned or Paid in Cash(1) ($)		Shares or Units Awarded (#)		Aggregate Fair Value of Awards(2) ($)		Total(3) ($)
Felipe F. Atela		71,000		25,000		125,000		196,000
R. Randolph Devening		81,000		25,000		125,000		206,000
Thomas M. Dunning		30,000		25,000		125,000		155,000
Gary J. Fernandes		79,917		25,000		125,000		204,917
John R. Harris		95,917		25,000		125,000		220,917

(1)

Includes aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees, and meeting fees.

(2)

The dollar amounts shown represent the aggregate fair value for the year ended December 31, 2010 of awards of restricted stock or restricted stock units granted to each of our non-employee directors as determined pursuant to ASC 718. Each then-current non-employee director was awarded 25,000 shares of restricted stock units on January 11, 2010 with a fair value of $5.00 per share. Director Dunning received 25,000 shares of restricted stock units on September 1, 2010 with a fair value of $5.00 per share. See "Management's Discussion and Analysis—Critical Accounting Policies—Stock-Based Compensation" for a discussion of the assumptions used to calculate the fair value of such awards.

(3)

Consists of the aggregate dollar amount of all fees earned or paid in cash for services as a director and the fair value of the awards of restricted stock or restricted stock units on the date of the grant.

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EXECUTIVE COMPENSATION

The following compensation discussion and analysis contains statements regarding future individual and Company performance measures, targets and other goals. These goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation Discussion and Analysis

Named Executive Officers

        For 2010, our named executive officers were:

•

J. Coley Clark, Chairman and Chief Executive Officer;

•

Jeffrey D. Cushman, Senior Vice President and Chief Financial Officer;

•

Mark D. Fairchild, Senior Vice President and Chief Technology Officer;

•

Michael D. Fallin, Senior Vice President and President, Americas; and

•

Michael D. Peplow, Senior Vice President and President, EMEA.

In February 2011, we appointed Maria A. Allen as Senior Vice President and President, Americas. Mr. Fallin's employment with us ended in February 2011.

Executive Summary

        In this section, we discuss our executive compensation objectives and strategy, the elements of compensation and the analysis we employed in reaching the decisions to pay the specific amounts and types of executive compensation that we provided to our executive officers. We present a series of tables containing specific information about compensation paid to or earned by our named executive officers in 2010, as well as more information about the elements of our executive compensation programs. The discussion below is intended to assist you in understanding the information provided in the tables and in putting that information into context.

Overview of Compensation Program

        The compensation committee of our board of directors is responsible for establishing, implementing, and monitoring adherence to our compensation philosophy. The compensation committee seeks to ensure that the total compensation paid to our executive officers is fair, reasonable and competitive and uses judgment and discretion rather than relying solely on formulaic results.

Compensation Policy and Executive Compensation

        Our executive compensation program is designed to attract, motivate, reward and retain those executive officers needed to achieve our business objectives, to increase profitability and to provide value to the stockholders. The program has been structured and implemented to provide competitive compensation opportunities and various incentive awards based on our and individual performance. Executive compensation is dependent upon our performance as well as the individual executive's performance against pre-established objectives and the achievement of goals. The executive compensation program is composed of three principal components:

•

annual base salary;

•

annual target incentive bonus, the amount of which is dependent on the individual executive's and our financial performance; and

•

long-term incentive awards, currently provided in the form of awards of restricted stock.

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        Our executive compensation program is intended to:

•

reward performance that drives successful operating results;

•

link executive and stockholder long-term interests through equity-based compensation arrangements and to recognize individual contributions toward the achievement of corporate goals and objectives;

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reinforce a team focus and therefore reward both individual success and the success of our organization; and

•

accommodate the financial resources available to us based on the goal of maximizing return to stockholders.

Determination of Executive Compensation

        Each of our named executive officers entered into an employment agreement with us setting forth each such officer's annual salary and annual target incentive bonus level, in each case, subject to annual review and discretionary increase by our compensation committee in order to reflect changes in job responsibility or to reward individual performance. The base salary provided in each such employment agreement was based on the officer's position, the officer's contributions to our performance and the compensation level required to retain the executive.

        Base salaries are intended to be competitive in the marketplace and are designed to provide an annual salary at a level consistent with individual experience, skills and contributions to our business. The annual target incentive bonus level for each named executive officer is set under the terms of such officer's employment agreement (at 100% of the officer's base salary in the case of the named executive officers, or 125% for Mr. Clark), consistent with our belief that bonuses should represent a significant portion of the total compensation paid to our executive officers, and should be dependent upon our annual performance. Long-term incentive compensation is granted from time to time at the discretion of the compensation committee, and is designed to align the financial interests of our executive officers with the interests of our stockholders by having the realizable value of such compensation depend upon an increase of our stock price.

        We have continued our practice of not having a strict policy for allocating between either long-term or currently paid out compensation or cash and non-cash compensation. We strive to have an appropriate mix of compensation that rewards and motivates annual performance and long-term performance. We have found that no single mix of elements is optimal for all of our executive officers.

        Our compensation committee determines the compensation of our Chief Executive Officer and other senior executive officers. Historically, our compensation committee has relied upon the recommendations of our Chief Executive Officer, particularly with respect to those executive officers that report directly to him, regarding the determination of executive compensation (other than his own) and the relative mix of its three principal components.

        In awarding executive compensation, we take the following elements of individual performance into account: the roles and responsibilities of our executive officers; the individual experience and skills of, and expected contributions from, our executive officers; the professional effectiveness and capabilities of the executive officer; and the performance of the executive officer against the target thresholds used to determine the annual target incentive bonus. While we have not used any formula to determine compensation based on these factors (other than the thresholds set in relation to the annual target incentive bonus), for compensation paid from 2004 to the present, we have placed the most emphasis in determining compensation on our understanding of the amount of compensation generally paid to executive officers with similar roles and responsibilities and our subjective assessment of the professional effectiveness and capabilities of the executive officer.

        Our understanding of the amount of compensation generally paid to executive officers with similar roles and responsibilities was based on our compensation committee's and Chief Executive Officer's

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own business judgment and collective experience in such matters, and in 2011 on the recommendations made by the compensation committee's executive compensation consultant.

        The compensation committee also reviews, approves and administers management compensation policies and practices, including all forms of incentive compensation. Our compensation committee has authority to exercise discretion in the administration of such programs, and has used such discretion in the past in order to award compensation absent attainment of target performance goals.

        We have not yet experienced a situation in which the relevant performance measures taken into account in determining incentive compensation have had to be adjusted or restated in a manner that would have reduced the size of the compensation award or payment after payment of such amounts had already been made. In order to avoid such an occurrence, we generally do not pay bonuses under our annual incentive plan until the audit of our year-end financial statements is substantially complete. Were such an adjustment or restatement to occur following our payment of incentive compensation, however, our compensation committee would consider any such adjustment or restatement in light of the circumstances under which it was required, and make a determination at that time as to how to treat any previously paid incentive compensation which was based upon the performance measures subject to such adjustment or restatement. We do not have an agreement with any of our executive officers or a formal policy requiring repayment by our executive officers of incentive compensation under such circumstances at this time.

Relative Size of Major Compensation Elements

        In setting executive compensation, the compensation committee considers the aggregate amount of compensation payable to an executive officer and the form of the compensation. The compensation committee seeks to achieve an appropriate balance between immediate cash rewards for the achievement of our objectives and personal objectives, and equity awards and other long-term incentives designed to align the interests of executive officers with those of our stockholders. The level of incentive compensation typically corresponds to an executive officer's responsibilities, with the level of incentive compensation for more senior executive officers being a greater percentage of total compensation than for less senior executive officers.

Annual Base Salary

        The base salary for each named executive officer is determined by the compensation committee and is designed to be at levels considered appropriate for our named executive officers based upon their relative experience level and position with us. Our determination of appropriate compensation levels was based on our compensation committee's and Chief Executive Officer's own business judgment and collective experience in such matters, which they supplement from time to time with advice from an executive compensation consultant regarding selected issues. In determining 2010 and 2011 compensation, we generally did not base our understanding of appropriate compensation levels on quantitative data or benchmarking against any specific similar company or set of similar companies, though in early 2011 the compensation committee engaged an executive compensation consultant to provide recommendations on executive compensation.

Annual Executive Incentive Plans

        To reinforce the attainment of our goals, the compensation committee believes that a substantial portion of the annual compensation of each executive officer should be in the form of variable incentive pay. We maintain annual executive incentive plans under which the executive officers may earn an award based on a target percentage of their base compensation, if we meet the minimum threshold EBITDA profit objectives set by the compensation committee measured from the beginning of the year. The achievement of the objectives will determine the payout under the plan, after the threshold is met. The payout to each executive is calculated by multiplying a targeted payout for that executive, which is expressed as a percentage of the executive officer's base salary, by the level of

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achievement of our EBITDA objectives. The target bonus percentage is determined by the compensation committee and is based on the seniority, breadth of responsibility and individual experience and skills of, and expected contributions from, each executive officer as well as the compensation committee's subjective assessment of the professional effectiveness and capabilities of the executive officer. The compensation committee also takes into account the amount of compensation generally paid to executive officers with similar roles and responsibilities. The employment agreements between us and our named executive officers provide that the target payout for each such officer is 100% (or 125% for Mr. Clark) of the officer's base salary, with any reduction in the target payout being grounds for such officer to terminate his or her employment with us "for good reason." In addition, beginning with our 2009 annual incentive plan, our executive officers became eligible to receive a revenue growth incentive bonus under our annual executive incentive plans, which increases an executive's total actual bonus payout by 20% in the event our corporate revenues exceed specified targets and there is sufficient EBITDA earned in excess of the applicable minimum threshold EBITDA profit objective in order to cover the cost of such revenue growth incentive bonus. See "—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—Employment Agreements" located elsewhere in this section for a description of the employment agreements between us and our named executive officers.

        The table below presents the 2011 base salary level and target annual incentive bonus level (expressed as a percentage of base salary) for each of our named executive officers and for the Senior Vice President and President, Americas:

Executive Officer	2011 Base Salary			2011 Target Bonus Percentage(4)
J. Coley Clark Chief Executive Officer and Chairman of the Board of Directors	$	475,000			125	%
Maria L. Allen(1) Senior Vice President and President, Americas	$	325,000			100	%
Jeffrey D. Cushman Senior Vice President and Chief Financial Officer	$	328,846			100	%
Mark D. Fairchild Senior Vice President and Chief Technology Officer	$	321,000			100	%
Michael D. Fallin(2) Senior Vice President and President, Americas	$	325,000			100	%
Michael D. Peplow Senior Vice President and President, EMEA	$	309,420	(3)		100	%

(1)

Ms. Allen was appointed to Senior Vice President and President, Americas in February 2011.

(2)

Mr. Fallin's employment with us ended on February 11, 2011. Under the terms of his severance arrangement, Mr. Fallin will receive his target bonus amount for 2011 in early 2012.

(3)

Mr. Peplow's salary is paid in Pounds Sterling and, for purposes of the above table, has been converted to U.S. Dollars using the weekly average conversion rate for 2010.

(4)

Under the terms of our 2011 Executive Incentive Plan, if certain revenue objectives are met in addition to the target EBITDA objectives, then each named executive officer's bonus payout under such plan will increase by 20% of the target bonus payout.

        The compensation committee and board of directors annually review our performance against the objectives set forth in the annual incentive plan and approve awards consistent with the plan. The determination of the amount of award to be paid under our annual incentive plan over the last three years was based on our attainment of the annual financial objectives in 2008, 2009 and 2010 annual incentive plans.

        During 2010, the target payout for each of our named executive officers was 100% of his base salary. Based on 2010 actual financial results compared to the pre-established objectives, the plan

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EBITDA targets were only partially attained and therefore, bonus awards from 0% to 50% were made to the named executive officers under the 2010 annual incentive plan. The 2010 corporate revenue growth targets were not attained and therefore no revenue growth incentive bonus awards were made under the 2010 annual incentive plan.

        During 2009, the target payout for each of our named executive officers was 100% of his base salary. Based on 2009 actual financial results compared to the pre-established objectives, the plan EBITDA targets were exceeded and therefore, bonus awards of 104% of the target threshold amount for each executive officer were made under the 2009 annual incentive plan. The 2009 corporate revenue growth targets were not attained and therefore no revenue growth incentive bonus awards were made under the 2009 annual incentive plan.

        During 2008, the target payout for each of our named executive officers was 100% of his base salary. Based on 2008 actual financial results compared to the pre-established objectives, the plan EBITDA targets were not attained and therefore no bonus awards were made to any executive officer under the 2008 annual incentive plan.

        For purposes of determining the target percentage under our annual incentive plan, the compensation committee selects internal EBITDA target levels (and for purposes of the additional revenue growth incentive bonus, revenue target levels) that it believes are achievable while also indicative of acceptable financial performance. The compensation committee designs our target levels to be challenging but attainable if we have what we consider to be a successful year. Items such as sales, productivity improvement and customer retention impact whether or not our EBITDA profit objective is met, and make it difficult for any one executive to receive his or her full annual incentive bonus unless there has been strong overall performance. In order for an executive to receive 100% of his or her annual incentive bonus under our 2010 Executive Incentive Plan, an EBITDA profit objective of $26.5 million was set. There is also a minimum threshold EBITDA profit objective set by the compensation committee which must be achieved for executives to receive any bonus. In addition, if a certain revenue target is met, each executive's total bonus payout will increase by a percentage of such executive's total bonus payout. For 2010, the revenue target level was a 10% increase in revenue from 2009 which, if attained, would have entitled each executive to a 20% increase in his or her total bonus payout. Overall, we expect that we will pay at least some portion of the annual incentive bonus to each of our executive officers for their 2011 performance.

        Over the past five years, we have achieved full EBITDA performance at the target level two times, we have achieved partial EBITDA performance at the target level two times and failed to achieve the minimum EBITDA target one time. The payout percentage over the past five years has been between approximately 0% and 121% of the participants' target award opportunity. Generally, the compensation committee sets the minimum, target and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year.

Long-Term Incentive Awards

        In 2007 we adopted the 2007 Equity Incentive Plan, which replaced our 2000 Stock Plan. In September 2008 and December 2009, we adopted the 2008 Equity Incentive Plan and 2009 Equity Incentive Plan, respectively. These plans govern the terms of equity awards we grant to employees and are intended to align executive pay with our strategic goals and align executive actions with our long-term strategic plan. Additionally, these plans provide us a means of directly aligning our executive officers' financial reward opportunities with our stockholders' return on investment.

        In 2007, our board of directors granted 855,002 incentive options and 145,334 shares of restricted stock to our named executive officers under the 2007 Equity Incentive Plan. The incentive options were granted at a fixed exercise price of $24.00 per option share (the per share price paid by stockholders in connection with the June 2007 Recapitalization). As explained below, all of the options granted under the 2007 Equity Incentive Plan, other than those options held by employees primarily affiliated with our former ITSM division, were exchanged for grants of restricted stock in December 2008. For the

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detailed vesting schedule of these and all other awards made to our named executive officers, please see the section entitled, "Outstanding Equity Awards" located elsewhere in this prospectus.

        In November 2008, the compensation committee awarded 55,670 shares of restricted stock with time-based vesting criteria and 55,670 shares of restricted stock with time- and performance-based vesting criteria to our named executive officers under the 2008 Equity Incentive Plan. The compensation committee determined that the combination of time- and performance-based vesting criteria associated with such awards encourages our officers to remain with us as well as to better align their financial interests with those of our stockholders. Shares of restricted stock with time-based vesting criteria under the 2008 Equity Incentive Plan typically vest equally over three anniversary years while the shares of restricted stock with performance-based vesting criteria typically vest over three calendar years, provided that certain revenue and EBITDA targets are reached (as outlined in each award agreement). For purposes of selecting performance-based vesting criteria, the compensation committee selects internal target levels that it believes are achievable while also indicative of acceptable financial performance. The compensation committee designs our target levels to be challenging but attainable if we have what we consider to be a successful year.

        In December 2008, we provided for the exchange of outstanding stock options that were granted under the Equity Incentive Plans for new awards of restricted stock. This exchange was conducted to provide long-term incentives to our affected employees due to the fact that the exercise prices of the exchanged options were generally substantially above the fair market value of our common stock. Except for employees primarily affiliated with the former ITSM division, which was then for sale, all of our executive officers and employees participated in the exchange. We allowed such non-ITSM affiliated executive officers and employees to exchange their stock options for grants of restricted stock with performance-based vesting criteria, having a value, determined by management and based on a Black-Scholes calculation with the assistance of third-party valuation specialists, approximately equal to the value of the exchanged options. Under the 2007 Equity Incentive Plan, our named executive officers exchanged 743,335 options for 181,302 shares of restricted stock, having an approximate value equal to $7.74 per share.

        In January 2009, under the 2007 Equity Incentive Plan, all outstanding unvested stock options granted to our ITSM-affiliated employees (except for Brendan Keegan) were forfeited when their employment with us ended in connection with the sale of our ITSM division and any outstanding vested options of such employees remained exercisable for ninety days after such employment termination date. In the case of Brendan Keegan, under the terms of his termination of employment agreement, his outstanding unvested stock options became vested upon the closing date of the sale of our ITSM division and remained exercisable for ninety days thereafter. No such outstanding vested stock options were exercised by April 15, 2009, resulting in the forfeiture of all the outstanding stock options under the 2007 Equity Incentive Plan.

        In March 2009, the compensation committee awarded 320,000 shares of restricted stock with time-based vesting criteria and 320,000 shares of restricted stock with time- and performance-based vesting criteria to our named executive officers under our 2007 Equity Incentive Plan. These grants were provided to our named executive officers to encourage our further short-term and long-term growth.

        In January 2010, the compensation committee awarded 95,000 shares of restricted stock with time-based vesting criteria and 95,000 shares of restricted stock with time- and performance-based vesting criteria to our named executive officers under our 2009 Equity Incentive Plan. These grants were provided to our named executive officers to encourage our further short-term and long-term growth.

        All of these restricted stock awards were granted by the compensation committee in consultation with our Chief Executive Officer and are based on the seniority and breadth of responsibility of the executive officer and a subjective analysis of the executive officer's responsibilities and duties and of the

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executive officer's performance and contribution to the Company's success. In determining the amount of restricted stock grants awarded to our executive officers, the compensation committee has taken into account information provided from time to time by third party compensation consultants.

        Under the Equity Incentive Plans, future equity awards will be granted at the discretion of the compensation committee. The compensation committee will review at least annually each potential grantee's performance, and based on such evaluation, determine and approve any long-term incentive compensation for such potential grantee. For both executive officers and other grantees, in making such awards, the compensation committee will review as appropriate an individual's level of responsibility within his or her area, such individual's executive development potential and competitive market norms.

        We do not have a strict policy for allocating between either long-term or currently paid out compensation or cash and non-cash compensation. We strive to have an appropriate mix of compensation that rewards and motivates annual performance and long-term performance. No single mix of elements would be optimal for all of our named executive officers.

        We do not have a strict policy for determining the timing of equity incentive awards. The compensation committee periodically reviews all aspects of short-term and long-term incentives and makes any awards based on that evaluation.

Employment and Retirement Benefits

        In order to attract and retain employees and provide support in the event of illness or injury, we offer all employees, including our executive officers, medical and dental coverage, disability insurance, and life insurance. All of our executive officers are entitled to participate in these plans.

        We do not currently offer a defined benefit plan for our employees in the United States, but instead encourage saving for retirement through the 401(k) Retirement Saving Plan ("401(k) Savings Plan"), to which we may make matching contributions. Employees may contribute up to 100% of their annual salary, including bonuses, into the plan (subject to Internal Revenue Service ("IRS") limits). We may match a percentage of each employee's pre-tax contributions during each year, in our sole discretion. All employee contributions are fully vested upon contribution. Any matching Company contributions are fully vested upon completion of one year of service.

        In addition, we have entered into an employment agreement with J. Coley Clark, our Chairman and Chief Executive Officer, pursuant to which Mr. Clark's equity awards shall immediately vest and, if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011 provided he gives at least three months notice of such termination.

Termination and Change of Control Benefits

        We have entered into employment agreements, which supersede any prior employment arrangements, with each of our named executive officers providing for severance benefits upon a termination of the officer's employment without cause or for good reason. See the "—Narrative Disclosure to Summary Table and Grants of Plan-Based Awards—Employment Agreements" section below for a description of these employment agreements. The employment agreements also provide for certain enhanced benefits if we experience a change of control. We believe the change of control provisions contained in our executive employment agreements help us attract and retain a well-qualified management team. See "—Potential Payments Upon Termination or Change of Control" below for a description of the change of control benefits and events that trigger payment thereof.

Executive Compensation Consultants

        The compensation committee has the authority from the board of directors for the appointment, compensation and oversight of our outside compensation consultants. During 2010, the compensation committee retained the consulting firm Lyons, Benenson & Company Inc. as its consultant to assist the

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compensation committee with its responsibilities related to our director compensation programs. Specifically, the compensation committee directed Harvey Benenson to provide a recommendation regarding appropriate compensation for independent members of the board for their service on the board and its committees. During 2011, the compensation committee engaged Lyons, Benenson & Company to compare the Company's compensation practices with respect to its executive officers to those of comparable companies and make related recommendations to the compensation committee.

        During 2010, Aon/Hewitt was also retained by our management to provide services including a review of our global pay practices and the creation of a tabular disclosure for management's use with the board of directors and compensation committee for purposes of the compensation committee's risk review described below. This consulting firm did not provide any services to the board of directors or the compensation committee. Aon also serves as our insurance brokerage firm. The compensation committee did not review or approve the services provided by Aon or its Hewitt division because those services were provided to management in the normal course of our operation. Aggregate fees paid to Aon/Hewitt for insurance brokerage services plus compensation consulting services were approximately $151,000 during 2010, with approximately $139,000 paid for insurance brokerage services and approximately $12,000 paid for compensation-related consulting services.

2010 Total Compensation for the Chief Executive Officer

        When J. Coley Clark became our Chief Executive Officer in September 2004, the compensation committee designed a compensation plan that was consistent with that provided to our other executive officers. Although a significant portion of Mr. Clark's potential future compensation consists of bonus plan payments based on Company performance, the compensation committee did not rely entirely on predetermined formulas or a limited set of criteria when it determined the compensation of our chief executive officer. The compensation committee designed a compensation package for Mr. Clark that provided a competitive salary with the potential of significant bonus plan compensation in the event we performed well under his leadership. The compensation committee annually reviews Mr. Clark's compensation to ensure that it continues to meet our objectives.

Risk Review

        As part of its oversight of our executive compensation program, the compensation committee considers the impact of our compensation policies and practices for executives, management employees and employees generally as they relate to our risk management practices, including the incentives established for risk-taking and the manner in which risks arising out of our compensation policies and practices are monitored and mitigated and any adjustments to compensation policies and practices that should be made to address changes in our risk profile. Based on this review, the compensation committee has concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on us.

Tax Deductibility of Executive Compensation

        Limitations on deductibility of compensation may occur under Section 162(m) of the Internal Revenue Code of 1986, as amended, which generally limits to $1 million the tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers in the year the compensation becomes ordinarily deductible to the company. Because we did not have a class of stock that was traded on a securities exchange in 2010, Section 162(m) did not affect the deductibility of our 2010 compensation, but it could do so in the future when our stock becomes so traded. There is an exception to the limit on deductibility for performance-based compensation that meets certain criteria.

        While the deductibility of compensation is preferred, achieving the compensation objectives set forth above may, in certain situations, be more important than the benefit of tax deductibility. We

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reserve the right, therefore, to maintain flexibility in how we compensate our executive officers and, as a result, certain amounts of compensation may not be deductible from time to time.

Summary Compensation Table

        The table below summarizes the compensation earned by or paid to our named executive officers for the years ended December 31, 2008, 2009 and 2010:

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)(3)		Non-Equity Incentive Plan Comp ($)(4)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
J. Coley Clark			2010		475,000		—		387,000		237,500		—		—		1,099,500
	Chief Executive Officer		2009		475,000		—		104,186		494,000		—		—		1,073,186
	and Chairman		2008		475,000		—		120,700		—		—		—		595,700
Jeffrey D. Cushman			2010		328,846		—		270,900		164,423		—		1,478		765,647
	Senior Vice President and		2009		328,846		40,000		45,790		342,000		—		453		757,089
	Chief Financial Officer		2008		327,581		—		53,250		—		—		1,550		382,381
Mark D. Fairchild			2010		321,000		—		270,900		160,500		—		1,650		754,050
	Senior Vice President and		2009		321,000		—		45,790		333,840		—		1,605		702,235
	Chief Technology Officer		2008		279,839		—		53,250		—		—		47,890		380,979
Michael D. Fallin(7)			2010		325,000		—		270,900		—		—		1,650		597,550
	Senior Vice President and		2009		325,000		—		45,790		338,000		—		1,625		710,415
	President, Americas		2008		325,000		—		53,250		—		—		1,550		379,800
Michael D. Peplow(8)			2010		270,743		—		270,900		154,710		72,199		—		768,552
	Senior Vice President and		2009		263,251		—		—		309,160		78,007		—		650,418
	President, EMEA		2008		284,917		19,997		53,250		—		47,894		19,071		425,129

(1)

The amount in the table represents a discretionary bonus awarded by the compensation committee.

(2)

On December 23, 2008, the named executive officers exchanged all previously granted options (totaling 743,335 options) for a total of 181,302 shares of restricted stock, on a value-for-value basis. Such restricted stock was valued at $7.74 per share.

(3)

The amounts in the table reflect the compensation expense calculated in accordance with the provisions of ASC 718 for stock and option awards granted to the named executive officers in 2008, 2009 and 2010. In December 2004, the FASB amended ASC 718. This amendment requires us to recognize compensation expense for stock options and other stock related awards granted to the employees and directors based on the estimated fair value under ASC 718 of the equity instrument at the time of grant. The compensation expense is required to be recognized over the vesting period. The requirements of the amendment of ASC 718 became effective beginning in the first quarter of 2006. The assumptions used to determine the valuation of the awards are discussed in "Note A—Summary of Significant Accounting Policies" to the Consolidated Financial Statements included elsewhere in this prospectus. See Note (2) above regarding the exchange of options granted for grants of restricted stock. See "Management's Discussion and Analysis—Critical Accounting Policies—Stock-Based Compensation" for a discussion of the assumptions used to calculate the fair value of such awards.

(4)

Amounts shown represent the amounts earned under our annual incentive plans for 2008, 2009 and 2010. The amounts paid under the 2009 and 2010 annual incentive plans were based on achievement of target levels of EBITDA. No amounts were paid under the 2008 annual incentive plan.

(5)

Represents the increase in the actuarial present value of pension benefits between each of December 31, 2008, 2009 and 2010 and the respective prior year. See the "Pension Benefits" table below for further discussion regarding our UK pension plans.

(6)

Includes our contributions under certain benefit plans and other arrangements for the named executive officers. Our 401(k) Savings Plan is a tax-qualified plan subject to government imposed annual limitations on contributions. Non-U.S. employees (such as Mr. Peplow) maintain the retirement benefits from their home country. The amounts related to retirement plan benefits and other non-retirement plan benefits listed in the column entitled "All Other Compensation" in the Summary Compensation Table above for the year ended December 31, 2010 are as follows:

Name	401(k) Savings Plan		Automobile		Severance Payments		Total
J. Coley Clark	$	—	$	—	$	—	$	—
Jeffrey D. Cushman	$	1,478	$	—	$	—	$	1,478
Mark D. Fairchild	$	1,650	$	—	$	—	$	1,650
Michael D. Fallin	$	1,650	$	—	$	—	$	1,650
Michael D. Peplow	$	—	$	—	$	—	$	—

(7)

Mr. Fallin's employment with us ended on February 11, 2011.

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(8)

The amounts paid to Mr. Peplow were paid in Pounds Sterling and were converted to U.S. Dollars using the weekly average conversion rate for 2008, 2009 and 2010, respectively.

Grants of Plan-Based Awards

        The following table shows grants of plan-based awards to the named executive officers for the year ended December 31, 2010 under non-equity and equity plans.

				Estimated Future Payouts Under Non-equity Incentive Plan Awards(2)						Estimated Future Payouts Under Equity Incentive Plan Awards(3)						All Other Stock Awards: Number of Shares of Stock (#)
																		Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
J. Coley Clark		01-11-2010	(1)		—		—		—		—		50,000		50,000		50,000		387,000
		N/A			—		475,000		237,500		—
Jeffrey D. Cushman		01-11-2010	(1)		—		—		—		—		35,000		35,000		35,000		270,900
		N/A			—		328,846		164,423		—
Mark D. Fairchild		01-11-2010	(1)		—		—		—		—		35,000		35,000		35,000		270,900
		N/A			—		321,000		160,500		—
Michael D. Fallin		01-11-2010	(1)		—		—		—		—		35,000		35,000		35,000		270,900
		N/A			—		325,000		—		—
Michael D. Peplow		01-11-2010	(1)		—		—		—		—		35,000		35,000		35,000		270,900
		N/A			—		309,420		154,710		—

(1)

All awards of restricted stock on this date were granted under our 2007, 2008 and 2009 Equity Incentive Plans.

(2)

Represents actual payout levels under our 2010 annual incentive plan for 2010 performance. The amounts paid under the 2010 annual incentive plan were based on the achievement of target levels of EBITDA.

(3)

These performance-based restricted stock grants vest as follows: (a) beginning with 2010 and ending with 2012, one-third of the restricted stock vests for each year in which our performance targets (as defined in the restricted stock award) based on our annual revenue and annual EBITDA were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award).

(4)

The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted to our named executive officers under the 2007, 2008 and 2009 Equity Incentive Plans.

        The following table summarizes the restricted share activities of our Equity Incentive Plans and 2007 Director Plan since January 1, 2010:

Grant Date	Restricted stock awards			Restricted stock units			Grant date fair value
January 11, 2010		579,162	(1)		100,000	(2)	$	7.74
September 1, 2010		120,800	(3)		25,000	(4)	$	5.00
February 17, 2011		287,000	(5)		—		$	4.74
April 28, 2011		20,000	(6)		79,115	(7)	$	4.74
June 22, 2011		290,000	(8)		—		$	4.74

(1)

Includes 519,500 shares of restricted stock granted under the 2009 Equity Incentive Plan, 8,500 shares of restricted stock granted under the 2008 Equity Incentive Plan and 51,162 shares of restricted stock granted under the 2007 Equity Incentive Plan.

(2)

Granted under the 2007 Director Plan.

(3)

Includes 113,800 shares of restricted stock granted under the 2007 Equity Incentive Plan and 7,000 shares of restricted stock granted under the 2009 Equity Incentive Plan.

(4)

Granted under the 2007 Director Plan.

(5)

Granted under the 2009 Equity Incentive Plan.

(6)

Granted under the 2008 Equity Incentive Plan.

(7)

Granted under the 2007 Director Plan.

(8)

Granted under the 2009 Equity Incentive Plan.

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Narrative Disclosure to Summary Table and Grants of Plan-Based Awards

Employment Agreements

        We have entered into employment agreements with each of the named executive officers. For each of these key employees, the employment agreement had an initial term commencing on June 27, 2007 (or February 17, 2011 for Ms. Allen) and lasting for 12 months (24 months in the case of Mr. Clark) thereafter, after which time it will be automatically extended for successive one-year terms unless we or the officer give at least 60-days prior written notice of intent to cancel the employment agreement. Each employment agreement provides for a base salary, a target annual incentive bonus equal to 100% of base salary (125% for Mr. Clark), participation in our benefit plans and programs in effect from time to time, and reimbursement of all reasonable and necessary business out-of-pocket expenses incurred in connection with the officer's performance of his or her duties under the employment agreement. These employment agreements supersede any prior arrangement between us and the executive officers listed above regarding the terms of such executive officer's employment with us.

        The base salary for 2010 for each of our named executive officers was as follows: J. Coley Clark—$475,000; Jeffrey D. Cushman—$328,846; Mark D. Fairchild—$321,000; Michael D. Fallin—$325,000; and Michael D. Peplow—£175,000. Each officer is also entitled to various "gross-up" payments for certain excise taxes he or she may incur in connection with his or her compensation or any severance payments.

        Under the employment agreements, the named executive officers are entitled to severance benefits in the event of a termination without cause (defined below) or a resignation for good reason (defined below), including by reason of death or permanent disability. For a description of such severance benefits, see "—Potential Payments Upon Termination or Change of Control" located elsewhere in this section. In addition, Mr. Clark's employment agreement provides that his equity awards shall immediately vest and, if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011 provided he gives at least three months prior notice of such termination.

        For purposes of the employment agreements, the term "cause" means: (a) a material breach of, or the willful failure or refusal by the named executive officer to perform and discharge duties or obligations the officer has agreed to perform or assume under, the employment agreement (other than by reason of permanent disability or death); (b) the officer's failure to follow a lawful directive of the Chief Executive Officer or the board of directors that is within the scope of the officer's duties for a period of ten business days after notice specifying the performance required; (c) any material violation by the officer of a policy contained in our Code of Conduct or similar publication; (d) drug or alcohol abuse by the officer that materially affects the officer's performance of the officer's duties under the employment agreement; or (e) conviction of, or the entry of a plea of guilty or nolo contendere by the officer for, any felony or other crime involving moral turpitude. In addition, any failure by us to renew the term of an officer's employment agreement will constitute a termination without cause.

        For purposes of the employment agreements, the term "good reason" means: without the named executive officer's express written consent, (a) a reduction in the officer's base salary or annual target incentive bonus percentage to less than 100% of base salary (or 125% for Mr. Clark); (b) any change in the position, duties, responsibilities (including reporting responsibilities) or status of the officer that is adverse to the officer in any material respect with the officer's position, duties, responsibilities or status as of the effective date of the employment agreement; (c) a requirement by us that the officer be based in an office that is located more than 50 miles from the officer's principal place of employment as of the effective date of the employment agreement; or (d) any material failure by us to comply with and satisfy the terms of the employment agreement.

        The employment agreements also provide for certain change of control benefits. For a description of these change of control benefits and the events that trigger such benefits, see "—Potential Payments Upon Termination or Change of Control" located elsewhere in this section.

        Each employment agreement contains a provision prohibiting the solicitation of our clients and employees, which remains in effect for a period of one year following the termination of the officer's employment agreement. Additionally, the employment agreements include standard confidentiality and intellectual property ownership provisions.

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Equity Incentive Plans

        We provide long-term equity incentive compensation to retain our named executive officers and to provide for a significant portion of their compensation to be at risk and linked directly with appreciation of stockholder value. We generally provide long-term compensation through equity awards in the form of restricted stock with time- and performance-based vesting criteria and under the terms and conditions of our Equity Incentive Plans.

        Second Amended and Restated 2007 Equity Incentive Plan.    In connection with the closing of our June 2007 Recapitalization we adopted the 2007 Equity Incentive Plan, which replaced the 2000 Stock Plan. The 2007 Equity Incentive Plan was last amended and approved by our board of directors in March 2009 and has a 10 year term.

        The 2007 Equity Incentive Plan authorizes awards of up to 1,252,000 shares of our common stock. Awards covering more than 342,000 shares of common stock may not be granted to any participant in any calendar year.

        Our 2007 Equity Incentive Plan provides for the issuance of four types of awards: stock options, stock appreciation rights, restricted stock, and, at the discretion of our compensation committee, other stock-based awards. Our employees, consultants and directors are eligible to receive awards under the 2007 Equity Incentive Plan.

        The stock options issued under the 2007 Equity Incentive Plan fall into two categories: incentive stock options, which meet the requirements of Section 422 of the Internal Revenue Code, and non-qualified stock options. While we may grant incentive stock options only to employees, we may grant non-qualified stock options or restricted stock to any eligible participant.

        Unless otherwise determined by the compensation committee, the named executive officers will not have voting rights or receive dividends with respect to restricted stock. Generally, if certain events occur, including a change of control or a qualifying termination or resignation, any unvested options or restricted stock awarded to a named executive officer will vest immediately.

        The 2007 Equity Incentive Plan authorizes the compensation committee to award any award as "qualified performance based compensation" under Section 162(m) of the Internal Revenue Code. The compensation committee must establish performance criteria for such awards within 90 days after the commencement of a performance period.

        The 2007 Equity Incentive Plan is administered by our compensation committee, which has the authority to select the recipients of the awards and to determine:

•

the terms and conditions of the award;

•

the vesting dates of any award;

•

the term of period of exercisability of any award;

•

the exercise price or purchase price of any award; and

•

the number of shares attached to any award.

        As of July 29, 2011, there were 1,149,622 shares of restricted stock outstanding under the 2007 Equity Incentive Plan and no outstanding stock options. There are currently 102,378 shares remaining for issuance under the 2007 Equity Incentive Plan.

        Amended and Restated 2008 Equity Incentive Plan.    Our 2008 Equity Incentive Plan was last amended in October 2008 and has a 10 year term. The 2008 Equity Incentive Plan permits us to issue up to 333,334 shares. No more than 83,334 shares may be issued to any participant in a single year.

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        The 2008 Equity Incentive Plan provides for the issuance of two types of awards: stock options and restricted stock. Our employees, consultants and directors are eligible to receive awards under the 2008 Equity Incentive Plan.

        Unless otherwise determined by the compensation committee, the named executive officers will not have voting rights or receive dividends with respect to restricted stock. Generally, if certain events occur, including a change of control of the Company or a qualifying termination or resignation, any unvested options or restricted stock awarded to a named executive officer will vest immediately.

        The Committee may designate restricted stock awards as "qualified performance based compensation" under Section 162(m) of the Internal Revenue Code. Stock options under the 2008 Equity Incentive Plan may only be nonqualified stock options.

        The plan is administered by the compensation committee of our board of directors, which has the authority to select the recipients of the awards and to determine:

•

the terms and conditions of the award;

•

the vesting dates of any award;

•

the term of period of exercisability of any award;

•

the exercise price or purchase price of any award; and

•

the number of shares attached to any award.

        As of July 29, 2011, there were 306,433 shares of restricted stock and no stock options outstanding under the 2008 Equity Incentive Plan. There are 26,901 shares remaining for issuance under the 2008 Equity Incentive Plan.

        2009 Equity Incentive Plan.    Our 2009 Equity Incentive Plan was approved by our board of directors in December 2009 and has a 10 year term.

        Our 2009 Equity Incentive Plan authorizes awards of up to 1,500,000 shares of our common stock. Awards covering more than 250,000 shares of common stock may not be granted to any participant in any calendar year.

        Our 2009 Equity Incentive Plan provides for the issuance of three types of awards: stock options, restricted stock, and, at the discretion of our compensation committee, other stock-based awards. Our employees, consultants and non-employee directors are eligible to receive awards under the 2009 Equity Incentive Plan. The stock options issued under the 2009 Equity Incentive Plan shall be non-qualified stock options.

        Unless otherwise determined by the compensation committee, recipients of restricted stock pursuant to the 2009 Equity Incentive Plan will not have voting rights or receive dividends with respect to restricted stock. Generally, if certain events occur, including a change of control or a qualifying termination or resignation, any unvested options or restricted stock awarded to a named executive officer will vest immediately.

        The 2009 Equity Incentive Plan authorizes the compensation committee to award any award as "qualified performance based compensation" under Section 162(m) of the Internal Revenue Code. The compensation committee must establish performance criteria for such awards within 90 days after the commencement of a performance period.

        The 2009 Equity Incentive Plan is administered by our compensation committee, which has the authority to select the recipients of the awards and to determine the following:

•

the terms and conditions of the award;

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•

the vesting dates of any award;

•

the term of period of exercisability of any award;

•

any adjustments to awards on account of a change of control;

•

the exercise price or purchase price of any award; and

•

the number of shares attached to any award.

        As of July 29, 2011, there were 1,020,664 shares of restricted stock outstanding under the 2009 Equity Incentive Plan and no outstanding stock options. There are 479,336 shares remaining for issuance under the 2009 Equity Incentive Plan.

Outstanding Equity Awards

	Stock Awards
Name	Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1)
J. Coley Clark		—			—		48,238	(5)		228,648
		10,167	(2)		48,192		13,556	(6)		64,255
		90,000	(3)		426,600		80,000	(7)		379,200
		25,000	(4)		118,500		25,000	(8)		118,500
Jeffrey D. Cushman		—			—		18,157	(5)		86,064
		4,417	(2)		20,937		5,889	(6)		27,914
		37,500	(3)		177,750		33,333	(7)		157,998
		17,500	(4)		82,950		17,500	(8)		82,950
Mark D. Fairchild		—			—		18,157	(5)		86,064
		4,417	(2)		20,937		5,889	(6)		27,914
		37,500	(3)		177,750		33,333	(7)		157,998
		17,500	(4)		82,950		17,500	(8)		82,950
Michael D. Fallin		—			—		18,157	(5)		86,064
		4,417	(2)		20,937		5,889	(6)		27,914
		37,500	(3)		177,750		33,333	(7)		157,998
		17,500	(4)		82,950		17,500	(8)		82,950
Michael D. Peplow		—			—		18,157	(5)		86,064
		4,417	(2)		20,937		5,889	(6)		27,914
		37,500	(3)		177,750		33,333	(7)		157,998
		17,500	(4)		82,950		17,500	(8)		82,950

(1)

As of December 31, 2010, our common stock was not traded on any public market. However, in December 2010, we determined that the fair value of our common stock was $4.74 per share. We have used this per share valuation in calculating the market value of our shares as of December 31, 2010 as there have not been any significant changes to our business operations since such valuation was performed.

(2)

These restricted stock awards were granted under our 2008 Equity Incentive Plan, with 25% of the award vesting on each of the first and second anniversary of the vesting commencement date and 50% of the award vesting on the third anniversary of the vesting commencement date. The vesting

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commencement date was November 14, 2008. Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control."

(3)

These restricted stock awards were granted under our 2007 Equity Incentive Plan, with 25% of the award vesting on each of the first and second anniversary of the vesting commencement date and 50% of the award vesting on the third anniversary of the vesting commencement date. The vesting commencement date was March 6, 2009. Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control."

(4)

These restricted stock awards were granted under our 2009 Equity Incentive Plan, with 25% of the award vesting on each of the first and second anniversary of the vesting commencement date and 50% of the award vesting on the third anniversary of the vesting commencement date. The vesting commencement date was January 11, 2010. Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control."

(5)

These restricted stock awards were granted under our 2007 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.

(6)

These restricted stock awards were granted under our 2008 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.

(7)

These restricted stock awards were granted under our 2007 Equity Incentive Plan and vest as follows: (a) beginning with year 2009 and ending with year 2011, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control." The targets for vesting require significant yearly growth in revenue and EBITDA and have been and will continue to be challenging for us to achieve.

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(8)

These restricted stock awards were granted under our 2009 Equity Incentive Plan and vest as follows: (a) beginning with year 2010 and ending with year 2013, 33¹/3% of the restricted stock vests for each year in which our annual revenue and annual EBITDA performance targets (as defined in the restricted stock award) were achieved, and (b) for any year in which the annual performance targets were not achieved, such portion will vest if in the subsequent year the cumulative revenue and EBITDA targets were achieved (the cumulative targets are defined in the restricted stock award). Such vesting is subject to acceleration upon a change of control, termination of employment without cause or resignation for good reason, as further described in "—Potential Payments upon Termination or Change of Control." The targets for 2010 through 2013 require significant yearly growth in revenue and EBITDA and will be challenging for us to achieve.

Stock Vested

        The following table sets forth certain information regarding the vesting of restricted stock during the year ended December 31, 2010 for each of our named executive officers.

	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)
J. Coley Clark		117,315		608,253
Jeffrey D. Cushman		48,400		251,632
Mark D. Fairchild		48,400		251,632
Michael D. Fallin		48,400		251,632
Michael D. Peplow		48,400		251,632

(1)

The value of shares was determined by multiplying the number of shares granted by the per-share fair value of our common stock on the date of vesting.

Pension Benefits

        The following table sets forth certain information regarding our pension plan providing for payments or other benefits at, following or in connection with retirement, as of December 31, 2010, for each of our named executive officers.

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit(1) ($)		Payments During Last Fiscal Year ($)
J. Coley Clark	N/A		—	$	—	$	—
Jeffrey D. Cushman	N/A		—		—		—
Mark D. Fairchild	N/A		—		—		—
Michael D. Fallin	N/A		—		—		—
Michael D. Peplow	BancTec Limited Pension Scheme		13		365,590		—

(1)

The present value of these benefits is shown based on the assumptions used in determining the annual pension expense, as shown in "Note K—Employee Benefit Plans" to our Consolidated Financial Statements.

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BancTec Limited Retirement Benefits Scheme

        The BancTec Limited Retirement Benefits Scheme is a defined benefit or final salary pension scheme under which members receive a pension for life, and/or in certain circumstances a lump sum, based on the length of their scheme membership and their earnings at or near retirement or earlier leaving. The BancTec Limited Retirement Benefits Scheme has existed since at least April 1, 1977 and was closed to new entrants on October 1, 2001.

        Members currently contribute at 9% of pensionable salary and the employer contributes 6% of pensionable salary to meet the cost of ongoing accrual. In addition, members may pay additional voluntary contributions to provide additional benefits on a money purchase basis.

        Pensionable salary is defined as the base salary of the member at July 1 each year. The final pensionable salary is the highest average of three consecutive pensionable salaries during the last ten years.

        Increases in pensionable salary, other than promotional increases, for active members have been restricted by member consent to no more than 2.0% per annum.

        Normal retirement age is age 60 for members who joined the scheme prior to April 1, 1980, and is age 65 for members who joined thereafter. The pension amounts are as follows: for service up to March 31, 1977, 1/120th of final pensionable salary for each complete year of pensionable service with a proportionate amount for each additional month of pensionable service; for service from April 1, 1977 onwards, 1/60th of final pensionable salary for each complete year of pensionable service with a proportionate amount of each additional month of pensionable service.

        Pensions relating to pensionable service accrued prior to October 1, 1999 receive increases at the rate of 5% per annum, pensions relating to pensionable service accrued from October 1, 1999 will increase at the rate of the increase in the Retail Prices Index subject to a maximum of 5% per annum and pensions relating to pensionable service accrued on or after July 1, 2005 will increase at the rate of the increase in the Retail Price Index subject to a maximum of 2.5% per annum.

Potential Payments Upon Termination or Change of Control

        We have entered into employment agreements with each of our named executive officers which entitle them to certain severance benefits in the event of a resignation for good reason or a termination without cause. Our named executive officers are also entitled to certain enhanced benefits if such resignation or termination is at the request of any third party participating in or causing a change of control or at any time within 12 months after a change of control. For a description of the terms "cause" and "good reason," see "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan Based Awards—Employment Agreements" located elsewhere in this section.

        In the event of a resignation for good reason or a termination without cause, the named executive officers are entitled to severance benefits which include: (if such resignation or termination is not in connection with a change of control) (a) the continuation of the officer's base salary for a period of 12 months (24 months in the case of Mr. Clark); (b) the officer's annual target incentive bonus for the year in which his or her employment was terminated (two times the annual target incentive bonus in the case of Mr. Clark); (c) immediate vesting of all unvested equity incentive awards (except in the case of death or permanent disability); and (d) welfare benefits for the sooner of a period of 18 months from the date of the officer's termination or such time as the officer is employed by a company offering such benefits (whether or not the officer elects to receive them). In the case of Mr. Clark, he will also receive a pro rata portion of the annual target incentive bonus he would have received if he had remained an employee through the end of the applicable calendar year, to be paid in a lump sum as soon as practical following review and acceptance of the prior year's audit by the audit committee of the board of directors or by April 1st of the year following the end of the calendar year to which such

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bonus relates. Additionally, Mr. Clark's employment agreement provides that his equity awards shall immediately vest, and if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011, provided he gives at least three months prior notice of such termination.

        In the event of a resignation for good reason or a termination without cause at the request of any third party participating in or causing a change of control or at any time within 12 months after a change of control, the named executive officers are entitled to severance benefits which include: (a) the same severance benefits described above an officer would be entitled to upon a resignation with good reason or a termination without cause and (b) a pro rata portion of the annual target incentive bonus to be paid in a lump sum within fourteen calendar days after termination. In addition, the named executive officers are entitled to accelerated vesting of outstanding unvested equity awards to become effective immediately prior to the event of a change of control.

        For purposes of the employment agreements, "change of control" means the occurrence of any of the following events:

        (a)   any person is or becomes the beneficial owner (except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is currently exercisable or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of our voting stock, including by way of merger, consolidation, tender, exchange offer or otherwise;

        (b)   the sale or disposition, in one or a series of related transactions, of all or substantially all, of our assets to any person;

        (c)   during any period of two consecutive years commencing on or after the effective date of the 2007 Equity Incentive Plan (which was June 27, 2007), individuals who as of the beginning of such period constituted the entire board (together with any new directors whose election by such board or nomination for election by our stockholders was approved by a vote of at least two-thirds of our directors, then still in office, who were directors at the beginning of the period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or

        (d)   approval by our stockholders of our complete liquidation or dissolution.

        We believe our severance benefits due to these termination events provide the named executive officers a reasonable package based on the value the officers have created that is ultimately realized by our stockholders. Further, we believe the change of control provisions contained in our executive employment agreements help us attract and retain a well-qualified management team. These triggering events for termination and change of control protection were selected in order to allow management to focus their attention on our business without worrying about a change of control.

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        The table below shows the amounts that would have been payable under the employment agreements entered into with our named executive officers if certain events of termination and/or a change of control had occurred on December 31, 2010:

Name		Benefit	Termination Due to Death or Disability(1)		Termination by Executive for "Good Reason" or by Company Without "Cause"(2)		Change of Control Severance(3)
J. Coley Clark		Salary	$	950,000	$	950,000	$	950,000
	Chief Executive Officer and	Bonus		1,425,000		1,425,000		1,425,000
	Chairman of the Board of	Health/Medical		23,165		23,165		23,165
	Directors	Equity Award Vesting		—		1,516,475		1,516,475
Jeffrey D. Cushman		Salary	$	328,846	$	328,846	$	328,846
	Senior Vice President and	Bonus		328,846		328,846		657,692
	Chief Financial Officer	Health/Medical		35,848		35,848		35,848
		Equity Award Vesting		—		696,480		696,480
Mark D. Fairchild		Salary	$	321,000	$	321,000	$	321,000
	Senior Vice President and	Bonus		321,000		321,000		642,000
	Chief Technology Officer	Health/Medical		33,541		33,541		33,541
		Equity Award Vesting		—		696,480		696,480
Michael D. Fallin(5)		Salary	$	325,000	$	325,000	$	325,000
	Senior Vice President and	Bonus		325,000		325,000		650,000
	President, Americas	Health/Medical		35,848		35,848		35,848
		Equity Award Vesting		—		696,480		696,480
Michael D. Peplow		Salary	$	270,742	$	270,742	$	270,742
	Senior Vice President and	Bonus		270,742		270,742		541,484
	President, EMEA	Health/Medical		2,216		2,216		2,216
		Equity Award Vesting		—		696,480		696,480

(1)

Health care benefits continue upon a named executive officer's disability; upon death, spouse and dependents of executive officers are entitled to continuation of health coverage for 18 months; amounts reflected represent portion of annualized 2011 premiums attributable to spouse/dependent coverage, before giving effect to executive contributions. Any unvested equity awards do not vest upon death or disability. If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit. An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.

(2)

Amount of health care benefits represents the annualized premiums after giving effect to executive contributions. The amounts stated for equity award vesting represent the assumed cash value of the accelerated equity award on the date of termination of employment, derived by multiplying the fair value of the stock as of December 31, 2010 by the number of shares of unvested restricted stock subject to accelerated vesting as a result of the executive's termination for "good reason" or termination by us without "cause." Any equity awards which vest as a result of the executive officer's termination without cause or resignation for good reason must be exercised prior to the earlier to occur of (x) the expiration date of the applicable equity award, or (y) 90 days after the termination date of the executive officer's employment.

If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive officer is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit.

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An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.

In the event a named executive officer is terminated with "cause" or resigns for reasons other than death, disability or "good reason," our employment agreements do not provide for any special payments or benefits.

(3)

In the event a named executive officer other than Mr. Clark is terminated without cause or resigns for good reason, at the request of any third party participating in or causing a change of control or within the 12 months following a change of control event, in addition to the severance benefits such executive officer would otherwise receive, he is also entitled to a pro rata portion of the annual target incentive bonus he would have received if his employment with us had continued through the end of the applicable calendar year, in a lump sum payment to be paid as soon as practical following review and acceptance of the prior year's audit by the audit committee of the board of directors or by April 1st of the year following the end of the calendar year to which such bonus relates. In the case of Mr. Clark, he will receive the benefits specified above if he is terminated without cause or resigns for good reason regardless of whether there is a change of control.

Amount of health care benefits represents the annualized premiums after giving effect to executive contributions.

If any payment or benefit is determined to be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the executive is entitled to receive an additional payment (tax gross-up) to adjust for the incremental tax cost of the payment or benefit. An excise tax is not payable if the present value of the payments and benefits to be received is less than three times the average compensation for the prior five years.

(4)

Mr. Clark's employment agreement provides that his equity awards shall immediately vest, and if applicable, become immediately exercisable, should Mr. Clark, for any reason, terminate his employment with us on or after July 10, 2011, provided he gives at least three months prior notice of such termination.

(5)

Mr. Fallin's employment with us ended February 11, 2011.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth certain information as of July 29, 2011 regarding the ownership of common stock of: (a) each person who is known by us to be the beneficial owner of more than five percent of the outstanding shares of common stock (based solely on the selling stockholder's questionnaires); (b) each of our directors; (c) each executive officer named in the Summary Compensation Table; (d) all of our executive officers and directors as a group; and (e) each of the selling stockholders.

        To our knowledge, each such selling stockholder acquired its shares in connection with our June 2007 Recapitalization, or through subsequent transactions occurring in The PORTAL Market. Except as noted below, to our knowledge, none of the selling stockholders has, or has had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of shares described below. Certain selling stockholders may be deemed to be "underwriters" as defined in the Securities Act. Any profits realized by such selling stockholders may be deemed to be underwriting commissions. Each of the selling stockholders listed below has voting and dispositive power with respect to the shares to be offered for resale by such selling stockholder, and, except as noted below, none of such selling stockholders are broker-dealers or an affiliate of a broker-dealer.

        The number of shares and percentage of shares beneficially owned is based on 18,008,048 shares of common stock outstanding as of July 29, 2011, which includes 15,525,077 shares of common stock issued in our June 2007 Recapitalization, 2,476,719 shares of restricted stock granted to management, employees and non-employee directors pursuant to our Equity Incentive Plans (915,938 of which have vested) and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, but does not include 317,895 restricted stock units granted under our 2007 Director Plan, in each case issued and outstanding, as of July 29, 2011. No shares of preferred stock were outstanding as of July 29, 2011. The table also lists the applicable percentage of shares beneficially owned based on                        shares of common stock outstanding upon completion of this offering, assuming no exercise of the underwriters' over-allotment option.

        Beneficial ownership of our common stock is determined in accordance with the rules of the SEC, and generally includes voting power or investment power with respect to securities held and also includes options to purchase shares currently exercisable or exercisable within 60 days after July 29, 2011. Unless otherwise indicated, the address of each executive officer and director is c/o BancTec, Inc., 2701 East Grauwyler Road, Irving, Texas, 75061.

	Shares Beneficially Owned Prior to Offering				Shares Beneficially Owned After Offering
				Shares Being Offered
Name of Beneficial Owner	Number		Percentage		Number	Percentage
5% Stockholders:
Cedar Hill Capital Master Fund (1) 445 Park Ave., 5th Floor New York, NY 10022		2,160,501	12.0%
Paulson & Co. Inc.(2) 1251 Ave of the Americas, 50th Floor New York, NY 10020		1,500,001	8.3%
Point Lobos Capital, LLC (3) 456 Montgomery St., 22nd Floor San Francisco, CA 94104		2,600,084	14.4%
Soundpost Partners, LP (4) 405 Park Ave, 6th FL New York, NY 10022		1,161,149	6.4%

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	Shares Beneficially Owned Prior to Offering					Shares Beneficially Owned After Offering
					Shares Being Offered
Name of Beneficial Owner	Number			Percentage		Number	Percentage
Solas Capital Management LLC (5) 405 Park Avenue New York, NY 10022		1,046,033		5.8%
King Street Capital Management, L.P. (6) 65 East 55th St., 30th Floor New York, NY 10022		1,041,795		5.8%
Executive Officers and Directors:
J. Coley Clark		136,112		*
Felipe F. Atela		2,084		*
R. Randolph Devening		2,084		*
Thomas M. Dunning		—		*
Gary J. Fernandes		—		*
John R. Harris		2,084		*
Jeffrey D. Cushman		48,574		*
Michael D. Peplow		82,483		*
Michael D. Fallin		128,256		*
Mark D. Fairchild		49,452		*
All executive officers and directors as a group (13 persons)		485,128	(7)	2.7
Selling Stockholders:

*

less than one percent

(1)

We have been advised that Cedar Hill Capital Partners, LLC ("IM") acts as the investment manager of Cedar Hill Capital Partners Master Fund, LP. Cedar Hill Capital GP I, LLC ("GP I") and Cedar Hill Capital GP II, LLC ("GP II") act as the general partners of Cedar Hill Capital Master Fund, LP. IM, GP I and GP II have dispositive and voting power over the shares listed above. The controlling persons of IM are Emil Woods and Charles Cascarilla. The controlling person of GP I is Emil Woods. The controlling person of GP II is Charles Cascarilla.

(2)

Includes 1,011,442 shares held by Paulson Advantage Plus Master Ltd., representing approximately 5.6% of our common stock and 488,559 shares held by Paulson Advantage Master Ltd.

(3)

Includes 2,067,530 shares held by Point Lobos Master Fund, LP, representing approximately 11.5% of our common stock. We have been advised that Point Lobos Capital, LLC is the General Partner of Point Lobos Master Fund, L.P. As such, Point Lobos Master Fund, LP may be deemed to beneficially own the 2,067,530 shares of common stock held by Point Lobos Master Fund, LP.

(4)

Includes 937,705 shares held by Soundpost Capital LP ("SC") and 233,444 shares held by Soundpost Capital Offshore Ltd. ("SC Offshore"). We have been advised that Soundpost Partners LP is the management company for SC and SC Offshore. Jamie Lester is the managing member of Southpost Partners LP and therefor may be deemed to share voting power and investment control over SC and SC Offshore.

(5)

Includes 477,877 shares of common stock held by Solas Capital Partners, LP, 557,500 shares held by Blackwell Partners LLC and 10,656 shares held by Frederick Tucker Golden. We have been advised that Solas Capital Management LLC is the investment manager for Solas Capital Partners, L.P. and Blackwell Partners, LLC. Frederick Tucker Golden and Anand Atre are the managing members of Solas Capital Management LLC.

(6)

We have been advised that of the shares listed as beneficially owned by King Street Capital, 333,461 shares are held by King Street Capital, L.P. ("KSC") and 708,334 shares are held by King Street Master Capital Fund, Ltd. ("KS Master Capital"). Each of KSC and KS Master Capital have delegated investment advisory responsibilities to King Street Capital Management, L.P. Brian J. Higgins and O. Francis Biondi, Jr. are each managing members of King Street Capital Management GP, L.L.C., the general partner of King Street Management, L.P. and therefore may be deemed to share voting power and investment control over the shares held by each of KSC and KS Master Capital.

(7)

Includes 6,500 shares of restricted stock which have not yet vested.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Employment Agreements

        We have entered into employment agreements with each of our named executive officers. For more information regarding these agreements, see "Executive Compensation—Narrative Disclosure to Summary Table and Grants of Plan Based Awards—Employment Agreements" and "Executive Compensation—Potential Payments Upon Termination or Change of Control."

Indemnification Agreements

        We entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys' fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person's services as a director or executive officer.

Related Party Transactions

        Brian Rathe, a principal owner and President of DocuData prior to its acquisition by us, became our employee and also remained in his position as President of DocuData following the acquisition until July 14, 2010. Prior to such acquisition, DocuData entered into two separate lease agreements: (a) the first dated June 10, 2004 and later amended on May 14, 2009, which has since expired and been replaced by a new lease agreement dated October 1, 2009, with 3724 Dacoma Partners Ltd. ("3724 Dacoma") for 16,200 square feet of an office building in Houston, Texas, which expires on September 30, 2012, and has a current annualized rental rate of $128,004 (the "Dacoma Lease") and (b) the second dated January 4, 2006 and later amended on February 20, 2008, with 7777 Carpenter Partners, Ltd. ("7777 Carpenter") for 32,050 square feet of an office building in Dallas, Texas, which expires on March 1, 2013, and has a current annualized rental rate of $168,000 (the "Carpenter Lease"). The aggregate amount of rental payments for the Dacoma Lease and the Carpenter Lease from March 2008 through the applicable current expiration dates of the lease agreements are $642,685 and $840,000, respectively. Mr. Rathe is a limited partner and 50% owner of 3724 Dacoma and 7777 Carpenter, and, therefore, has a direct financial interest in both the Dacoma Lease and the Carpenter Lease. Our board of directors has approved both of these lease agreements.

Related Persons Transaction Policy

        We have a written Related Person Transaction Policy in order to address the reporting, review and approval or ratification of transactions with related persons. Our Related Person Transaction Policy provides that our audit committee will primarily review each related party transaction.

        The types of transactions covered by our Related Person Transaction Policy are those in which we and a related person participate, with such related person having a material, direct interest in the transaction at issue. Examples generally include sales, purchase or other transfers or real or personal property, use of property and equipment by lease or otherwise, services received or furnished and the borrowing and lending of funds.

        Our directors, nominees for election as a director and executive officers who intend to enter into a related person transaction are required under our Related Person Transaction Policy to disclose all material facts with respect to the transaction to our audit committee. If one of our officers or employees intend to enter into any related person transaction, that person is required to disclose all material facts with respect to the transaction to his or her supervisor, who will report such information to our audit committee.

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        Our audit committee has authority (a) to determine categories of transactions that are immaterial and not required to be reported to, reviewed by or approved or ratified by our audit committee, and (b) to approve in advance categories of transactions that need not be reported or approved individually but instead will be reported and reviewed collectively on a periodic basis.

        If we have a related person transaction that requires audit committee approval in accordance with the policies set forth in our Related Person Transaction Policy, we will seek that approval before we enter into the transaction. If we, in error, enter into a related party transaction that requires pre-approval by our audit committee without such pre-approval, the transaction will be presented to our audit committee for its review upon discovery of such error and our audit committee will then make a recommendation to our board of directors whether rescission or any modification of the transaction is appropriate.

        In determining whether to approve or ratify a related person transaction, our audit committee will consider whether the transaction is in our best interests, by considering the following items, among others:

•

the related person's relationship to us;

•

the materiality of the transaction to the related person and us, including the dollar value of the transaction;

•

the business purpose for the transaction;

•

whether the transaction is comparable to a transaction that could be available on an arms-length basis;

•

whether the transaction is in the ordinary course of our business; and

•

the effect of the transaction on our business and operations.

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DESCRIPTION OF CAPITAL STOCK

        Our second amended and restated certificate of incorporation, which we refer to as our certificate of incorporation, provides for the authority to issue an aggregate of 110,000,000 shares of capital stock, consisting of 100,000,000 shares of common stock, par value $0.01 per share and 10,000,000 shares of preferred stock, par value $0.01 per share.

        Selected provisions of our organizational documents are summarized below. Copies of our organizational documents will be provided upon request. In addition, you should be aware that the summary below does not give full effect to the terms of the provisions of statutory or common law which may affect your rights as a stockholder.

Common Stock

        As of July 29, 2011, we had a total of 18,008,048 shares of common stock outstanding held of record by 347 stockholders. The number of shares of common stock outstanding includes restricted stock granted to management, certain employees and non-employee directors pursuant to our Equity Incentive Plans and 2007 Director Plan. Except as set forth in our certificate of incorporation, all holders of shares of common stock shall be entitled to the same rights and privileges.

        We have applied to have our common stock listed on The NASDAQ Global Market under the symbol "BTEC." Since our June 2007 Recapitalization, our common stock has been traded on The PORTAL Market, which is operated by The Nasdaq Stock Market, Inc. Prior to that time, there was no market for our common stock. The PORTAL Market is available only to qualified institutional buyers, and, accordingly, our common stock has experienced very limited trading volume to date. Because of such limited trading, sales of our common stock effected through The PORTAL Market may not accurately reflect the price at which shares of our common stock will trade on The NASDAQ Global Market after this offering. To our knowledge, the sale prices for shares of our common stock traded on The PORTAL Market since June 27, 2007 have ranged between $24.00 and $2.50 per share. The last reported sales price per share of our common stock effected through The PORTAL Market, which occurred on July 15, 2011, was $3.50.

Voting rights

        Each holder of common stock shall be entitled to one vote per share. The holders of common stock and any other class of capital stock which has a right to vote shall elect our directors. Our certificate of incorporation and bylaws require super-majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions contained in our certificate of incorporation or bylaws.

Dividends

        Any dividends declared by our board of directors on our common stock will be payable ratably out of assets legally available therefor after payment of dividends required to be paid on shares of preferred stock, if any. We do not anticipate paying dividends in the forseeable future. Our ability to pay cash dividends is restricted by our Revolving Credit Facility which allows for the payment of cash dividends only upon our meeting certain conditions, including that (a) no default or event of default exists at the time of or would arise as a result of such payment, (b) after giving effect to such payment, the financial covenants continue to be complied with on a pro forma basis, (c) such payment, and all other restricted payments do not exceed $5 million in any year, and (d) after giving effect to such payment, the availability under the Revolving Credit Facility is not less than $15 million.

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Liquidation

        Upon any liquidation, dissolution or winding up of our business, whether voluntary or involuntary, the holders of common stock, according to the number of shares of common stock then outstanding, shall be entitled to share ratably in all assets available for distribution to stockholders.

Fully paid

        All of our outstanding shares of common stock are fully paid and nonassessable.

Other Rights

        Holders of our common stock have no redemption or conversion rights and no preemptive or other rights to subscribe for our securities.

Preferred Stock

        Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of that series, which may be superior to those of the common stock, without further vote or action by the stockholders. There are currently no shares of preferred stock outstanding.

        The issuance of shares of the preferred stock by our board of directors as described above may adversely affect the rights of the holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights, and may be convertible into shares of common stock.

Stockholder Rights Plan

        Our board of directors adopted a stockholder rights plan in October 2010 and declared a dividend distribution of one preferred stock purchase right for each outstanding share of our common stock. Each preferred stock purchase right, once exercisable, will entitle the holder (other than rights owned by an acquiring person or group) to buy one one-thousandth of a share of our Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), at a price of $20.00, subject to adjustments. The rights will expire on December 31, 2014.

        The purpose of our stockholder rights plan is to:

•

give our board of directors the opportunity to negotiate with any persons seeking to obtain control of us;

•

deter acquisitions of voting control of us without assurance of fair and equal treatment of all of our stockholders; and

•

prevent a person from acquiring in the market a sufficient amount of voting power over us to be in a position to block an action sought to be taken by our stockholders.

        The exercise of the rights under our rights plan would cause substantial dilution to a person attempting to acquire us on terms not approved by our board of directors and therefore would significantly increase the price that person would have to pay to complete the acquisition. Our rights plan may deter a potential acquisition or tender offer.

        Until a distribution date, as defined therein, occurs, the rights will:

•

not be exercisable;

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•

be represented by the same certificate that represents the shares with which the rights are associated; and

•

trade together with those shares.

        Following a distribution date, the rights would become exercisable and we would issue separate certificates representing the rights, which would trade separately from the shares of our common stock.

        A distribution date would occur upon the earlier of:

•

ten days after a public announcement that a person has become an acquiring person, as defined therein; or

•

ten business days (or such later date as may be determined by action of our board of directors prior to such time as any person becomes an acquiring person) after a person commences a tender or exchange offer that, if successful, would result in the person becoming an acquiring person.

        If any person becomes an acquiring person, each holder of a right, other than the acquiring person, will be entitled to purchase, for the purchase price, a number of our shares of common stock (in lieu of Series A Preferred Stock) determined by multiplying the then current exercise price by the number of one one-thousandths of a share of Series A Preferred Stock for which a right is exercisable and dividing that by 50% of the then current per share market price of our common stock.

        If, following a public announcement that a person has become an acquiring person:

•

we merge or enter into any similar business combination transaction and we are not the surviving corporation; or

•

50% or more of our assets or earning power is sold or transferred,

each holder of a right, other than the acquiring person, will be entitled to purchase (in lieu of Series A Preferred Stock), for the purchase price, a number of shares of common stock of such person determined by multiplying the exercise price by the number of one one-thousandths of a share of Series A Preferred Stock for which a right is then exercisable and dividing that product by 50% of the then current per share market price of the common stock of such other person.

        After a person becomes an acquiring person, but prior to such person acquiring 50% of our outstanding shares of common stock, our board of directors may exchange the rights, other than rights owned by the acquiring person, at an exchange ratio of one share of common stock for each such right.

        At any time until a person has become an acquiring person, our board of directors may redeem all of the rights at a redemption price of $0.001 per right, subject to adjustments. On the redemption date, the rights will expire and the only entitlement of the holders of rights will be to receive the redemption price.

        A holder of rights will not, as such, have any rights as our stockholder, including rights to vote or receive dividends.

        Our board of directors may amend the provisions of our rights plan without the approval of any holders of the rights in order to:

•

cure any ambiguity;

•

correct or supplement any provision contained in the rights plan which may be defective or inconsistent with any other provisions in the rights plan; or

•

make any other provisions with respect to the rights which the corporation may deem necessary or desirable,

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provided, that no amendment (i) adopted after a person becomes an acquiring person may adversely affect the interests of the holders of rights or (ii) shall reduce the threshold for becoming an acquiring person to less than 10%.

        The distribution of the rights will not be taxable to our stockholders or us. Our stockholders may recognize taxable income when the rights become exercisable for our common stock or the common stock of an acquiring company.

Liability and Indemnification of Officers and Directors

        Our certificate of incorporation contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of directors. These provisions eliminate a director's personal liability for monetary damages resulting from a breach of fiduciary duty, except that a director will be personally liable under the Delaware General Corporation Law:

•

for any breach of the director's duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

under Section 174 of the Delaware General Corporation Law relating to unlawful stock repurchases, redemptions or dividends; or

•

for any transaction from which the director derives an improper personal benefit.

        These provisions do not limit or eliminate our rights or those of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions will not alter a director's liability under federal securities laws.

        Our certificate of incorporation and bylaws also provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and also provide that we must advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions. We may also indemnify employees and others and advance expenses to them in connection with legal proceedings.

        We have obtained directors' and officers' liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on any breaches of duty, negligence, or other wrongful acts, including violations of securities laws, unless such a violation is based on any deliberate fraudulent act or omission or any willful violation of any statute or regulation.

        We have entered into separate indemnification agreements with our directors that provide them with indemnification rights. These indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as our directors or officers or otherwise serve at our request if they acted in good faith and in a manner they reasonably believed to be in our best interests. Exceptions to our duty to indemnify the directors include, among others, liability arising from acts or omissions: (a) in the event of claims initiated or voluntarily brought by the director, not by way of defense; (b) regarding enforcement of the indemnification agreement, if not taken in good faith; (c) resulting in claims which have been paid or are required to be paid by an insurance carrier under an insurance policy which we maintain; (d) related to the purchase and sale by the director of securities in violation of Section 16(b) of the Exchange Act; or (e) from which an officer or director may not be relieved of liability under Section 102(b)(7) of the Delaware General Corporation Law. Additionally, we have agreed to indemnify the directors against court determined expenses even if a director is adjudged to be liable to us, if such indemnification is not prohibited by applicable law. Furthermore, our directors are entitled to receive advance amounts for expenses they incur in connection with claims or actions against them unless, except in certain situations, the expenses incurred are in connection with a criminal proceeding

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alleging a scheme to commit fraud; provided, however, that any amounts advanced must be repaid if it is determined that the directors are not entitled to indemnification against expenses.

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

        These provisions may have the practical effect in certain cases of eliminating the ability of our stockholders to collect monetary damages from our directors and officers. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

Anti-Takeover Effects of Provisions of Delaware Law, Our Certificate of Incorporation and Bylaws

        Our certificate of incorporation, bylaws and the Delaware General Corporation Law contain certain provisions that could discourage potential takeover attempts and make it more difficult for our stockholders to change management or receive a premium for their shares.

Delaware Anti-Takeover Statute

        Following the listing of our common stock on The NASDAQ Global Market, we will be subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, this section prevents certain Delaware companies under certain circumstances from engaging in a "business combination" with (a) a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an "interested stockholder"), (b) an affiliate of an interested stockholder, or (c) associate of an interested stockholder, for three years following the date that the stockholder became an "interested stockholder." A "business combination" includes a merger or sale of 10% or more of our assets.

Charter and Bylaw Provisions

        Authorized but unissued shares.    The authorized but unissued shares of our common stock and preferred stock are available for future issues without stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings or private placements to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy context, tender offer, merger or otherwise. Undesignated preferred stock may also be used in connection with a stockholder rights plan, although we have no present intention to adopt such a plan.

        Staggered Board; Removal of Directors.    Our certificate of incorporation and our bylaws divide our board of directors into three classes with staggered three-year terms. In addition, a director may be removed only for cause and only by the affirmative vote of at least a majority of the whole board or the holders of at least 66²/3% of the voting power of our outstanding common stock. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. The classification of our board of directors and the limitations on the removal of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.

        No cumulative voting.    The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors or any other matter brought to a vote of our stockholders unless our certificate of incorporation provides otherwise. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure

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the election of one or more directors. Our certificate of incorporation does not provide for cumulative voting.

        Advance Notice Requirements for Stockholder Proposals.    Our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

        Stockholder Action by Written Consent; Special Meetings.    Our certificate of incorporation provides that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.

        Amendment of Certificate of Incorporation and Bylaws.    The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our certificate of incorporation and bylaws require super-majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions contained in our certificate of incorporation or bylaws.

Transfer Agent and Registrar

        Our transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to the date of this prospectus, there has been no public market for our common stock and we cannot assure you that a significant market for our common stock will develop or be sustained after this offering. The sale of a substantial amount of common stock in the public market in the future, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

        Upon the completion of this offering, we will have                shares of common stock outstanding (or                shares if the underwriters exercise their over-allotment option in full). The number of shares outstanding after this offering is based on 18,008,048 shares of common stock outstanding as July 29, 2011. This includes 2,476,719 shares of restricted stock granted pursuant to our Equity Incentive Plans (915,938 of which have vested), and 6,252 shares of restricted stock granted pursuant to our 2007 Director Plan, and excludes 317,895 restricted stock units granted pursuant to the 2007 Director Plan, in each case issued and outstanding as of July 29, 2011. All of the shares of our common stock sold under this prospectus will be freely tradable without restriction or further registration under the Securities Act, unless the shares are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act. Any shares purchased by an affiliate or held by our current stockholders (except those shares offered for resale by the selling stockholders following a declaration of effectiveness by the SEC of the registration statement of which this prospectus forms a part) may not be resold except pursuant to an effective registration statement or an exemption from registration, including the exemption under Rule 144 of the Securities Act described below. The shares of common stock held by our employees are "restricted securities" as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market by our employees only if they are registered or if they qualify for an exemption from registration under Rule 144. These rules are summarized below.

Rule 144

        In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (a) we have been a public reporting company under Section 13 or 15(d) of the Exchange Act for at least 90 days before the sale and (b) such person is not, and has not been deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale.

        Persons who have beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares of common stock that does not exceed the greater of:

•

1.0% of the then outstanding shares of our common stock; or

•

the average weekly trading volume during the four calendar weeks preceding the date on which notice of the sale is filed on Form 144;

provided, in each case, that we are subject to the Exchange Act reporting requirements for at least 90 days before such sale. Such sales by affiliates under Rule 144 are also subject to restrictions relating to the manner of sale, notice requirements and the availability of current public information about us.

Registration Rights

        In connection with our June 2007 Recapitalization, we entered into a registration rights agreement (the "2007 Registration Rights Agreement") with FBR Capital Markets & Co. (formerly Friedman Billings Ramsey & Co., Inc.), the initial purchaser and sole placement agent in such transaction.

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        Pursuant to the 2007 Registration Rights Agreement, we agreed, at our expense, to use our reasonable best efforts to file with the SEC no later than August 13, 2007, a shelf registration statement registering for resale the shares of common stock sold in the June 2007 Recapitalization, plus any additional shares of common stock issued in respect thereof whether by stock dividend, stock split, or otherwise.

        We have no obligation pursuant to the 2007 Registration Rights Agreement with respect to any shares proposed to be sold in a registration pursuant to the 2007 Registration Rights Agreement by a holder of our common stock that is the beneficiary of the 2007 Registration Rights Agreement (a "Holder") if, in the opinion of counsel to us, all shares proposed to be sold by such Holder may be sold in a three-month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act.

        As described above in "—Rule 144," in general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (a) we have been a public reporting company under Section 13 or 15(d) of the Exchange Act for at least 90 days before the sale, and (b) such person is not, and has not been deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale. Holders of approximately 12.25% of shares of our common stock may be deemed to be affiliates of us and, therefore, may have rights under the 2007 Registration Rights Agreement.

        The preceding summary of certain provisions of the 2007 Registration Rights Agreement is not intended to be complete, and is subject to, and qualified in its entirety by reference to all of the provisions of the 2007 Registration Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Registration on Form S-8

        We intend to file a registration statement on Form S-8 under the Securities Act to register approximately                    shares of common stock issuable under our 2007 Equity Incentive Plan, approximately                   shares of common stock issuable under the 2008 Equity Incentive Plan, approximately                   shares of common stock issuable under our 2009 Equity Incentive Plan and approximately                   shares of common stock issuable under our 2007 Director Plan. As of                   , 2011, we had                   shares of our restricted stock and restricted stock units outstanding under such plans. Such registration statement is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Shares issued upon the exercise of stock options or restricted stock after the effective date of the Form S-8 registration statement will be eligible for resale in the public market without restriction, except for applicable vesting restrictions and Rule 144 limitations applicable to our affiliates.

Rule 701

        Rule 701 of the Securities Act, as currently in effect, permits each of our employees, officers, directors, and consultants, to the extent such persons are not "affiliates" as that term is defined in Rule 144, who purchased or received our shares pursuant to a written compensatory plan or contract, to resell such shares 90 days after the effective date of this prospectus in reliance upon Rule 144, but without compliance with the specific requirements regarding the availability of public information or holding periods thereunder. Rule 701 provides that affiliates who purchased or received shares pursuant to a written compensatory plan or contract are eligible to resell their Rule 701 shares under Rule 144 without complying with the holding period requirement of Rule 144.

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Lock-Up Agreements

        We and each of our directors and senior executive officers have agreed, for a period of 180 days after the date of this prospectus, and the selling stockholders named in this prospectus and certain non-selling stockholders have agreed, for a period of 90 days after the date of this prospectus not to, directly or indirectly: (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any shares of our common stock, or any securities convertible into, or exercisable or exchangeable for our common stock; and (b) establish or increase any put equivalent position or liquidate or decrease any call equivalent position with respect to our common stock, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock, whether or not such transaction would be settled by delivery of common stock or other securities, in cash or otherwise, without, in each case, the prior written consent of William Blair & Company, L.L.C., subject to certain specified exceptions.

        The restricted periods described above is subject to extension under limited circumstances. In the event either: (a) during the last 17 days of the applicable restricted period, we issue an earnings results or material news or a material event relating to us occurs; or (b) before the expiration of the applicable restricted period, we announce that we will release earnings results during the 16-day period following the last day of the applicable period, the "lock up" restrictions described above will, subject to limited exceptions, continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event.

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UNDERWRITERS

        The Underwriters named below have agreed, subject to the terms and conditions set forth in the underwriting agreement by and among the underwriters, the selling stockholders and us, to purchase from the selling stockholders and us the respective number or shares of common stock set forth opposite each underwriter's name in the table below. William Blair & Company, L.L.C., Needham & Company, LLC and D.A. Davidson & Co. are acting as representatives of the underwriters named below.

Underwriters		Number of Shares of Common Stock
William Blair & Company, L.L.C.
Needham & Company, LLC
D.A. Davidson & Co.
	Total

        This offering will be underwritten on a firm commitment basis. In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to purchase the shares of common stock being sold pursuant to this prospectus at a price per share equal to the public offering price less the underwriting discount specified on the cover page of this prospectus. According to the terms of the underwriting agreement, the underwriters are obligated to purchase all of our shares in this offering, other than those covered by the over-allotment option described below, if they purchase any of our shares. In the event of default by any underwriter, in certain circumstances, the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

        The underwriting agreement provides that the underwriters' obligations to purchase our common stock are subject to approval of legal matters by counsel and the satisfaction of other conditions. These conditions include, among others, the continued accuracy of representations and warranties made by us in the underwriting agreement, delivery of legal opinions, and the absence of material adverse changes in our assets, business or prospects after the date of this prospectus.

        The underwriters will offer the shares subject to prior sale and subject to receipt and acceptance of the shares by the underwriters. The underwriters may reject any order to purchase shares in whole or in part. The underwriters expect that we and the selling stockholders will deliver the shares to the underwriters through the facilities of The Depository Trust Company in New York, New York on or about                        , 2011. At that time, the underwriters will pay us and the selling stockholders for the shares in immediately available funds. After commencement of the public offering, the underwriters may change the public offering price and other selling terms.

        We have granted to the underwriters an option, exercisable in whole or in part within 30 days after the date of the underwriting agreement to purchase up to an aggregate of                         additional shares of common stock at the same price per share to be paid by the underwriters for the other shares offered hereby at the public offering price less the underwriting discount and commissions exercisable solely for the purpose of covering over-allotments, if any. The underwriters may exercise the option only for the purpose of covering excess sales, if any, made in connection with the distribution of the shares of common stock offered hereby. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriter's initial commitment as indicated in the table at the beginning of this section. The underwriters will offer any additional shares that they purchase on the terms described above.

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        The following table summarizes the compensation to be paid by us and the selling stockholders to the underwriters. This information assumes no exercise and full exercise of the underwriters' option to purchase additional shares of common stock.

		Total
	Price per Share	Without Over-allotment	With Over-allotment
Public offering price
Underwriting discount paid by us and selling stockholders

        We have applied to list our common stock on The NASDAQ Global Market under the symbol "BTEC."

        We and each of our directors and senior executive officers have agreed, for a period of 180 days after the date of this prospectus, and the selling stockholders named in this prospectus and certain non-selling stockholders have agreed, for a period of 90 days after the date of this prospectus not to, directly or indirectly: (a) offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any shares of our common stock, or any securities convertible into, or exercisable or exchangeable for our common stock, and (b) establish or increase any put equivalent position or liquidate or decrease any call equivalent position with respect to our common stock, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock, whether or not such transaction would be settled by delivery of common stock or other securities, in cash or otherwise, without, in each case, the prior written consent of William Blair & Company, L.L.C., subject to certain specified exceptions.

        The restricted periods described above are subject to extension under limited circumstances. In the event either: (a) during the last 17 days of the applicable restricted period, we issue earnings results or material news or a material event relating to us occurs; or (b) before the expiration of the applicable restricted period, we announce that we will release earnings results during the 16-day period following the last day of the applicable periods, the "lock up" restrictions described above will, subject to limited exceptions, continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event.

        We and the selling stockholders named in this prospectus have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

        In connection with this offering, the underwriters and other persons participating in this offering may engage in transactions which affect the market price of the common stock. These may include stabilizing and over-allotment transactions and purchases to cover syndicate short positions. Stabilization transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock. An over-allotment, or short sale, involves selling more shares of common stock in this offering than are specified on the cover page of this prospectus, which results in a syndicate short position. The underwriters may cover this short position by purchasing common stock in the open market or by exercising all or part of their over-allotment option. If the underwriters sell more shares than they have the right to purchase from us pursuant to the underwriting agreement, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be a downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, the representatives may impose a penalty bid. This allows the representative to reclaim the selling concession allowed to an underwriter or selling

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group member if shares of common stock sold by such underwriter or selling group member in this offering are repurchased by the representative in stabilizing or syndicate short covering transactions. Theses transactions may stabilize, maintain or otherwise affect the market price of the common stock and could cause the price to be higher than it would be without these transaction. The underwriters and other participants in this offering are not required to engage in any of these activities and may discontinue any of these activities at any time without notice. We and the underwriters make no representation or prediction as to whether the underwriters will engage in such transactions or choose to discontinue any transactions engaged in or as to the direction or magnitude of any effect that theses transactions may have on the price of our common stock

        Prior to this offering, there has been no public market for our common stock. Consequently, we, the selling stockholders, and the representatives of the underwriters have negotiated to determine the initial public offering price. We and they have considered current market conditions, our operating results in recent periods, the market capitalization of other companies in our industry and estimates of our potential.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

        The following is a summary of certain material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock by persons that are non-U.S. holders (as defined below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code") and regulations, rulings, and decisions thereunder now in effect, all of which are subject to change or differing interpretations, possibly on a retroactive basis. This summary deals only with non-U.S. holders that will hold our common stock as "capital assets" (generally, property held for investment) and does not address tax considerations applicable to investors that may be subject to special tax rules. For example, this summary does not address tax consequences applicable to non-U.S. holders that may be subject to special tax rules, such as "controlled foreign corporations," "passive foreign investment companies," certain former citizens and long-term residents of the United States or corporations that accumulate earnings to avoid U.S. federal income tax. If a partnership holds the common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holding our common stock, you should consult your tax advisor. Moreover, this summary does not discuss alternative minimum tax consequences, if any, or any state, local or foreign tax consequences to holders of the common stock. INVESTORS CONSIDERING THE PURCHASE OF COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME AND ESTATE TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

        As used in this discussion, a "non-U.S. holder" is a beneficial owner of common stock that for U.S. federal income tax purposes is a:

•

non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. federal income tax as expatriates;

•

foreign corporation; or

•

foreign estate or trust.

        A "non-U.S. holder" does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the ownership, sale, exchange or other disposition of common stock.

Dividends

        We do not expect to declare or pay any dividends on our common stock in the foreseeable future. However, if we do pay a dividend, any dividend paid to a non-U.S. holder of common stock ordinarily will be subject to withholding of U.S. federal income tax at a rate of 30% or such lower rate as may be specified under an applicable income tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide us with a properly executed IRS Form W-8BEN or other appropriate version of Form W-8 (or any successor form) certifying eligibility for the reduced rate.

        Dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, where a tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be exempt from the withholding tax described above and instead will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. person as described

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under the Code. In order to obtain this exemption from withholding tax, a non-U.S. holder must provide us with a properly executed IRS Form W-8ECI or other appropriate version of the Form W-8 (or any successor form) properly certifying eligibility for such exemption. Dividends received by a corporate non-U.S. holder that are effectively connected with a trade or business conducted by such corporate non-U.S. holder in the United States may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Gain on Disposition of Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on a disposition of our common stock, unless (a) the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, in the case of an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States), in which case the non-U.S. holder will be subject to U.S. federal income tax on any gain realized upon the disposition on a net income basis, in the same manner as if the non-U.S. holder were a U.S. person as described under the Code (furthermore, the branch profits tax discussed above also may apply if the non-U.S. holder is a corporation) or (b) we are or have been a U.S. real property holding corporation for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition and the non-U.S. holder's holding period discussed below.

        We do not believe that we are or have been a U.S. real property holding corporation and we do not anticipate becoming a U.S. real property holding corporation. If we have been in the past or were to become a U.S. real property holding corporation at any time during the relevant period, then, provided that our common stock is considered to be "regularly traded on an established securities market," within the meaning of Section 897 of the Code and the applicable Treasury Regulations, at any time during the calendar year in which the sale or other disposition occurs, and the non-U.S. holder does not actually or constructively own, at any time during the five-year period ending on the date of the sale or other disposition, more than 5% of our common stock, gains realized upon a disposition of shares of our common stock generally would not be subject to U.S. federal income tax pursuant to clause (b) above. Our common stock will be treated as regularly traded on an established securities market during any period in which it is listed on a registered national securities exchange or any over-the-counter market and certain minimum trading volume requirements are met. If we are, or have been during the relevant period, a U.S. real property holding corporation, and our common stock is not considered to be "regularly traded on an established securities market," a non-U.S. holder will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. person as described under the Code and will be subject to withholding on the amount realized from a sale or disposition of our common stock at a 10% rate. Non-U.S. holders should consult their own tax advisors with respect to the application of the foregoing rules to their ownership and disposition of common stock.

Information Reporting and Backup Withholding

        Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of common stock. You may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will usually satisfy the certification requirements necessary to avoid the backup withholding tax as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS.

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Recent Legislation

        Recently enacted legislation will impose certain increased certification requirements and information reporting on certain foreign financial institutions, investment funds and other non-U.S. persons with respect to their direct and indirect U.S. stockholders and/or U.S. accountholders. In the event of noncompliance with the revised certification requirements, a 30% withholding tax could be imposed on payments to non-U.S. holders of dividends or sales proceeds. We will not pay any additional amounts to such holders in respect of any amounts withheld. Such provisions will generally apply to payments made after December 31, 2012. The IRS has issued two preliminary notices concerning these requirements, but it cannot be predicted in what form this legislation will be further implemented. Prospective investors should consult their own tax advisors regarding this new legislation.

The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder's particular situation. Potential investors should consult their own tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the common stock, including the tax consequences under U.S. federal, state, local, foreign and other tax laws, including gift and estate tax laws, alternative minimum tax laws and the possible effects of changes in federal or other tax laws.

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CHANGE IN ACCOUNTANTS

        We engaged KPMG LLP ("KPMG") as our independent registered public accounting firm effective September 11, 2009. Concurrent with this appointment, we dismissed Deloitte & Touche LLP ("Deloitte & Touche"), effective September 2, 2009. The decision to change our principal independent registered public accounting firm was approved by our audit committee.

        The report of Deloitte & Touche on our consolidated financial statements for the fiscal year ended December 31, 2008 did not contain any adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principles. During our fiscal year ended December 31, 2008 and during the subsequent period through to the date of Deloitte & Touche's dismissal, there were no disagreements between us and Deloitte & Touche, whether or not resolved, on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference in their report on our audited consolidated financial statements. During the fiscal year ended December 31, 2008 and during the subsequent period through the date of Deloitte & Touche's dismissal, there were no "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K ("Reportable Event").

        During the year ended December 31, 2008, and through the date of our retention of KPMG as our independent registered public accounting firm on September 11, 2009, we did not consult with KPMG on matters that involved the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on our financial statements or any other matter that was either the subject of a disagreement or a Reportable Event.

        We have provided Deloitte & Touche with a copy of the above statements and have requested that it furnish a letter addressed to the SEC stating whether Deloitte & Touche agrees with such statements. A copy of that letter has been filed as Exhibit 16.1 to the registration statement of which this prospectus forms a part.

131

LEGAL MATTERS

        Weil, Gotshal & Manges LLP will pass upon the validity of the shares of our common stock offered under this prospectus and certain other legal matters for us. Nelson Mullins Riley & Scarborough LLP will pass upon certain legal matters for the underwriters.

EXPERTS

        The consolidated financial statements and schedule of BancTec, Inc. as of December 31, 2010 and 2009 and for the years then ended have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of BancTec, Inc. for the year ended December 31, 2008 and the related financial statement schedule for the year ended December 31, 2008 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere in the registration statement. Such consolidated financial statements and financial statement schedule are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND INFORMATION

        We have filed with the SEC, under the Securities Act, a registration statement on Form S-1 with respect to the common stock offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement, portions of which are omitted as permitted by the rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other documents are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and to the common stock offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto, copies of which may be inspected without charge at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of all or any portion of the registration statement may be obtained from the SEC at prescribed rates. Information on the public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site that contains reports, proxy and information statements and other information that is filed electronically with the SEC. The web site can be accessed at www.sec.gov.

        Following the declaration of effectiveness of the registration statement on Form S-1, of which this prospectus forms a part, we will be required to comply with the informational requirements of the Exchange Act, and, accordingly, will file current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K, proxy statements and other information with the SEC. Those reports, proxy statements and other information will be available for inspection and copying at the public reference facilities and internet site of the SEC referred to above.

132

BANCTEC, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

Annual Consolidated Financial Statements of BancTec, Inc.:
Report of Independent Registered Public Accounting Firm for 2010 and 2009 audits	F-2
Report of Independent Registered Public Accounting Firm for 2008 audit	F-3
Consolidated Balance Sheets at December 31, 2010 and 2009	F-4
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008	F-6
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010, 2009 and 2008	F-7
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2010, 2009 and 2008	F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	F-9
Notes to the Consolidated Financial Statements	F-10
Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010 (Unaudited)	F-54
Condensed Consolidated Statements of Operations for the six months ended June 30, 2011 and 2010 (Unaudited)	F-55
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)	F-56
Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2011 and 2010 (Unaudited)	F-57
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-58
Financial Statement Schedule	S-1

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
BancTec, Inc.:

        We have audited the accompanying consolidated balance sheet of BancTec, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for the years then ended. In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index as of December 31, 2010 and 2009 and for the years then ended. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BancTec, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas
April 29, 2011

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of BancTec, Inc.
Irving, TX

        We have audited the accompanying consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows of BancTec, Inc. and subsidiaries (the "Company") for the year ended December 31, 2008. Our audit also included the financial statement schedule of the Company for the year ended December 31, 2008 listed in the Index at F-1. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of BancTec, Inc. for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule for the year ended December 31, 2008, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Dallas, Texas
June 19, 2009

F-3

BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,
			2010			2009
CURRENT ASSETS:
	Cash and cash equivalents		$	15,007		$	9,866
	Accounts receivable, less allowance for doubtful accounts of $1,023 and $855, respectively			56,827			55,445
	Inventories, net			11,462			12,894
	Prepaid expenses			7,784			5,549
	Income taxes receivable			3,271			—
	Other current assets			1,187			376
		Total current assets		95,538			84,130
PROPERTY, PLANT AND EQUIPMENT, AT COST:
	Land			874			874
	Field support spare parts			31,341			28,970
	Systems and software			84,949			67,927
	Machinery and equipment			27,917			32,335
	Furniture, fixtures and other			9,342			6,588
	Buildings			25,878			24,643
	Construction in process			1,214			5,173
				181,515			166,510
	Less accumulated depreciation and amortization			(145,694	)		(131,264	)
		Property, plant and equipment, net		35,821			35,246
OTHER ASSETS:
	Goodwill			47,024			30,731
	Other intangible assets, net			15,731			11,355
	Outsourcing contract costs, net			11,665			13,902
	Deferred tax assets			7,570			9,907
	Other assets			8,688			5,748
	Total other assets			90,678			71,643
TOTAL ASSETS			$	222,037		$	191,019

See notes to consolidated financial statements.

F-4

BANCTEC, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,
			2010			2009
CURRENT LIABILITIES:
	Current obligations under long-term debt		$	46,315		$	31,430
	Trade accounts payable			15,914			13,787
	Other accrued expenses and liabilities			47,640			33,126
	Deferred revenue			19,127			11,399
	Income taxes payable			—			222
	Liabilities of discontinued operations held for sale			866			387
		Total current liabilities		129,862			90,351
OTHER LIABILITIES:
	Long-term debt, less current portion			15,428			6,133
	Pension liability			13,102			19,274
	Other liabilities			6,884			6,469
	Deferred tax liability			1,867			—
		Total other liabilities		37,281			31,876
		Total liabilities		167,143			122,227
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
	Preferred stock, par value $0.01 per share—10,000,000 shares authorized and 0 outstanding as of December 31, 2010 and 2009			—			—
	Series A Junior Participating Preferred Stock, par value $0.01 per share—1,000,000 shares authorized and 0 outstanding as of December 31, 2010 and 2009			—			—
	Common stock—authorized, 100,000,000 shares of $.01 par value at December 31, 2010 and 2009
		Issued 17,795,367 shares, outstanding 17,534,082 shares at December 31, 2010;
		Issued 17,085,149 shares, outstanding 17,055,223 shares at December 31, 2009		176			171
	Additional paid-in capital			441,509			434,399
	Treasury stock			(863	)		(232	)
	Accumulated deficit			(370,826	)		(348,463	)
	Accumulated other comprehensive loss:
		Foreign currency translation adjustment		(9,943	)		(7,821	)
		Unrealized plan amendment gains, net of tax of $594 and $702, respectively		1,524			1,806
		Unrealized pension actuarial losses, net of tax of $(2,600) and $(4,306), respectively		(6,683	)		(11,068	)
	Total accumulated other comprehensive loss			(15,102	)		(17,083	)
	Total stockholders' equity			54,894			68,792
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	222,037		$	191,019

See notes to consolidated financial statements.

F-5

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

				Year Ended December 31,
				2010			2009			2008
REVENUE
	Equipment and software			$	53,500		$	71,315		$	74,434
	Software services				35,217			35,276			43,521
	Maintenance and other services				67,685			72,937			90,142
	Business process outsourcing				97,809			93,104			63,823
					254,211			272,632			271,920
COST OF SALES
	Equipment and software				37,194			43,333			49,986
	Software services				12,723			13,708			17,124
	Maintenance and other				48,543			54,930			65,707
	Business process outsourcing				87,583			85,890			62,884
					186,043			197,861			195,701
Gross profit					68,168			74,771			76,219
OPERATING EXPENSES
	Research and development				5,093			4,246			5,179
	Selling, general and administrative				77,601			69,321			79,102
	Goodwill impairment				—			—			23,442
					82,694			73,567			107,723
Operating income (loss)					(14,526	)		1,204			(31,504	)
OTHER INCOME (EXPENSE)
	Interest income				68			437			219
	Interest expense				(4,189	)		(4,241	)		(3,583	)
	Sundry, net				(1,268	)		(1,561	)		3,867
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES					(19,915	)		(4,161	)		(31,001	)
INCOME TAX EXPENSE					2,361			3,293			2,355
NET LOSS FROM CONTINUING OPERATIONS					(22,276	)		(7,454	)		(33,356	)
LOSS FROM DISCONTINUED OPERATIONS					(87	)		(584	)		(6,315	)
GAIN ON DISPOSAL OF DISCONTINUED OPERATIONS					—			506			—
NET GAIN (LOSS) FROM DISCONTINUED OPERATIONS					(87	)		(78	)		(6,315	)
INCOME TAX (BENEFIT) EXPENSE FROM DISCONTINUED OPERATIONS					—			(90	)		821
NET LOSS FROM DISCONTINUED OPERATIONS					(87	)		12			(7,136	)
NET LOSS				$	(22,363	)	$	(7,442	)	$	(40,492	)
Per Share Data
	Basic and diluted
		Loss from continuing operations			(1.39	)		(0.48	)		(2.15	)
		Income (loss) from discontinued operations			(0.00	)		0.00			(0.46	)
			Net loss per share	$	(1.39	)	$	(0.48	)	$	(2.61	)
WEIGHTED AVERAGE SHARES
	Basic and diluted				16,037			15,604			15,526

See notes to consolidated financial statements.

F-6

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

		Common Stock shares			Common Stock		Additional Paid in Capital			Treasury Shares			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Balance at January 1, 2008	$	15,680		$	157	$	427,311		$	—		$	(300,529	)	$	(12,930	)	$	114,009
Treasury stock transaction			(8	)		—		—			(95	)		—			—			(95	)
Foreign currency translation adjustment			—			—		—			—			—			(9,529	)		(9,529	)
Net loss			—			—		—			—			(40,492	)		—			(40,492	)
Unrealized pension actuarial loss, net of tax of $2,061			—			—		—			—			—			5,299			5,299
Registration expense			—			—		(465	)		—			—			—			(465	)
Stock-based compensation expense			525			5		4,178			—			—			—			4,183
	Balance at December 31, 2008	$	16,197		$	162	$	431,024		$	(95	)	$	(341,021	)	$	(17,160	)	$	72,910
Treasury stock transaction			(21	)		—		—			(137	)		—			—			(137	)
Foreign currency translation adjustments			—			—		—			—			—			3,689			3,689
Net loss			—			—		—			—			(7,442	)		—			(7,442	)
Unrealized pension actuarial loss, net of tax of $(2,107)			—			—		—			—			—			(5,418	)		(5,418	)
Unrealized plan amendment gain, net of tax of $702			—			—		—			—			—			1,806			1806
Registration expense			—			—		(896	)		—			—			—			(896	)
Stock-based compensation expense			879			9		4,271			—			—			—			4,280
	Balance at December 31, 2009	$	17,055		$	171	$	434,399		$	(232	)	$	(348,463	)	$	(17,083	)	$	68,792
Treasury stock transaction			(124	)		—		—			(631	)		—			—			(631	)
Foreign currency translation adjustments			—			—		—			—			—			(2,122	)		(2,122	)
Net loss			—			—		—			—			(22,363	)		—			(22,363	)
Unrealized pension actuarial loss, net of tax of $(1,707)			—			—		—			—			—			4,385			4,385
Unrealized plan amendment gain, net of tax of $108			—			—		—			—			—			(282	)		(282	)
Registration expense			—			—		(1,572	)		—			—			—			(1,572	)
Postponed public offering costs			—			—		2,933			—			—			—			2,933
Stock-based compensation expense			603			5		5,749			—			—			—			5,754
	Balance at December 31, 2010	$	17,534		$	176	$	441,509		$	(863	)	$	(370,826	)	$	(15,102	)	$	54,894

See notes to consolidated financial statements.

F-7

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Years Ended December 31,
	2010			2009			2008
Net loss	$	(22,363	)	$	(7,442	)	$	(40,492	)
Foreign currency translation adjustments		(2,122	)		3,689			(9,529	)
Unrealized plan amendment (losses)gains, net of tax		(282	)		1,806			—
Unrealized pension actuarial gains (losses), net of tax		4,385			(5,418	)		5,299
Total comprehensive loss	$	(20,382	)	$	(7,365	)	$	(44,722	)

See notes to consolidated financial statements.

F-8

BANCTEC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

				Year Ended December 31,
				2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(22,363	)	$	(7,442	)	$	(40,492	)
	Loss from discontinued operations				(87	)		(494	)		(7,136	)
	Gain on sale of discontinued operations				—			506			—
Net loss from continuing operations				$	(22,276	)	$	(7,454	)	$	(33,356	)
Adjustments to reconcile net loss to cash flows provided by (used in) operations:
	Depreciation and amortization				20,793			18,773			18,182
	Provision for doubtful accounts				555			296			(176	)
	Impairment of goodwill				—			—			23,442
	Impairment of capitalized software				—			—			2,620
	Deferred income tax benefit				36			549			(2,646	)
	Share-based compensation				6,022			5,144			4,183
	Loss on disposition of property, plant and equipment				(78	)		79			423
	Write-off of initial public offering costs				2,933
	Other				—			361			710
Changes in operating assets and liabilities (net of effect of acquisitions)
	Accounts receivable				5,975			(1,580	)		3,020
	Inventories				6,817			8,431			(2,267	)
	Other assets				(5,315	)		427			(982	)
	Trade accounts payable				1,089			367			142
	Deferred revenue				1,722			(6,303	)		(985	)
	Other accrued expenses and liabilities				(5,159	)		2,076			(1,564	)
			Cash flows provided by continuing operations		13,114			21,166			10,746
			Cash flows used in discontinued operations		(7	)		(2,045	)		(712	)
			Cash flows provided by operating activities		13,107			19,121			10,034
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property, plant and equipment				(9,768	)		(6,368	)		(11,570	)
	Decrease in restricted cash				—			712			1,787
	Purchase of businesses, net of cash acquired				(9,464	)		(1,913	)		(21,374	)
	Proceeds from disposal of business				—			16,028			—
	Increase in capitalized software for resale cost				(2,836	)		(2,234	)		(3,296	)
	Increase in outsourcing contract costs				(2,140	)		(6,770	)		(6,211	)
			Cash flow used in continuing operations investing activities		(24,208	)		(545	)		(40,664	)
			Cash flow provided by discontinued investing activities		—			—			997
			Cash flow used in investing activities		(24,208	)		(545	)		(39,667	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Payment of current maturities of capital lease and financing obligations				(3,238	)		(2,673	)		(1,966	)
	Proceeds from long-term borrowing				12,025			—			2,233
	Proceeds from (payments on) short-term borrowings, net				14,138			(19,919	)		35,298
	Debt issuance costs				(1,105	)		—			(567	)
	Repurchase of common stock				—			—			(95	)
	Purchase of treasury stock				(631	)		(137	)		—
	Recapitalization expenses				(1,572	)		(896	)		(465	)
			Cash flows provided by (used in) continuing operations financing activities		19,617			(23,625	)		34,438
EFFECT OF EXCHANGE RATE CHANGES ON CASH					(3,375	)		2,899			(5,519	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					5,141			(2,150	)		(714	)
CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD					9,866			12,016			12,730
CASH AND CASH EQUIVALENTS—END OF PERIOD				$	15,007		$	9,866		$	12,016
SUPPLEMENTAL DISCLOSURE INFORMATION
	Cash paid during the period for:
		Interest		$	3,892		$	3,378		$	2,767
		Taxes		$	5,422		$	2,240		$	8,586

See notes to consolidated financial statements.

F-9

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

        BancTec, Inc. ("BancTec" or the "Company"), a Delaware corporation, is a worldwide provider of comprehensive enterprise content management, image capture devices, infrastructure support services and payment processing solutions. The Company helps clients create business efficiencies through innovative technology and services by combining advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment. These solutions are subsequently maintained and supported by the Company's service operations.

        On November 18, 2008, the Company completed a 1 for 3 common stock reverse split. A certificate of amendment was filed with the Secretary of the State of Delaware amending the Certificate of Incorporation of BancTec, Inc. and ratifying the results of the stockholders' meeting held on November 17, 2008. Any remaining fractional shares were rounded up to a whole share. All share and per share data have been adjusted to reflect this split.

Discontinued Operations

        On December 11, 2008, the Company signed a definitive agreement to sell its computer repair business, including licenses, contracts and assets for cash and notes receivable. The Company completed this sale for cash of $10 million and $7.5 million in notes receivable on January 15, 2009. As required by the Accounting Standards Codification (ASC) 360-10, "Impairment and Disposal of Long-lived Assets," the results of operations and cash flows of the Information Technology Services Management ("ITSM") operating segment have been presented as Discontinued Operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flow. Revenues for ITSM included in discontinued operations were $2.5 million and $105.2 million for the years ended December 31, 2009 and 2008, respectively. Pre-tax loss for ITSM was $(0.1 million), $(0.6 million) and $(6.3 million) for the years ended December 31, 2010, 2009 and 2008, respectively. The Company recognized a gain on sale of $0.5 million, net of selling costs in 2009.

Principles of Consolidation

        The consolidated financial statements include the accounts of BancTec and its wholly-owned subsidiaries. The Company has no investments in which it does not exercise control (generally ownership of 50% or less) under the equity method of accounting.

Use of Estimates

        The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

        Cash and cash equivalents include cash on hand and on deposit.

F-10

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Doubtful Accounts

        The allowance for doubtful accounts is an estimate prepared by management based on the overall condition of the receivables portfolio and identification of the collectability of specific accounts. The Company analyzes client credits, client concentrations, client credit-worthiness, current economic trends and changes in client payment terms, when evaluating the adequacy of the allowance for doubtful accounts. The allowance for doubtful accounts is reviewed periodically and adjustments are recorded as deemed necessary. The Company charges off accounts receivable after reasonable collection efforts are made.

        The following table summarizes the changes in allowance for doubtful accounts for trade receivables (in thousands):

	Balance at Beginning of Period		Additions Charged to Expense			Deductions, Write-offs net of Recoveries			Balance at End of Period
Year ended December 31, 2010	$	855		555			387		$	1,023
Year ended December 31, 2009	$	972		296			413		$	855
Year ended December 31, 2008	$	917		(176	)		(231	)	$	972

Inventories

        Inventories are valued at the lower of cost or market and include the cost of raw materials, labor, factory overhead, and purchased subassemblies. Cost is determined using the first-in, first-out and weighted average methods.

        At least quarterly, the Company evaluates the carrying amount of inventory based on the identification of excess and obsolete inventory. The Company's evaluation involves a multi-factor approach incorporating the stratification of inventory by time held and the stratification of inventory by risk category, among other factors. The approach incorporates both recent historical information and management analysis of inventory usage. The Company's approach is intended to take into consideration potential excess and obsolescence caused by a decreasing installed base, engineering changes and end of manufacture. If any of the factors of the Company's estimate were to deteriorate, additional reserves may be required. The inventory reserve calculations are reviewed periodically and additional reserves are recorded as deemed necessary. Inventory reserves as of December 31, 2010 and 2009 were $12.7 million and $9.2 million, respectively.

Property, Plant, and Equipment

        Property, plant, and equipment are recorded at cost and are depreciated or amortized principally on a straight-line basis over the estimated useful lives of the related assets, as follows:

Field support spare parts	2 to 5 years
Systems and software	3 to 8 years
Machinery and equipment	5 to 7 years
Leasehold improvements	Lesser of the useful life or lease term
Furniture and fixtures	5 to 7 years
Buildings	40 years

F-11

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Depreciation expense is reflected in both cost of sales and selling, general and administrative expense. Depreciation expense for the years ended December 31, 2010, 2009, and 2008 was $13.8 million, $12.6 million, and $12.6 million, respectively.

        In accordance with ASC 350-40 "Internal Use Software" the Company capitalizes certain costs as systems and software that are incurred to purchase or to create and implement internal-use computer software, which includes software coding, installation, testing and certain data conversion as Systems and Software. These costs are capitalized only when (a) the preliminary project stage is completed and (b) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and it is probable that the project will be completed and the software will be used to perform the function intended. Costs incurred in the research and development phase are expensed as incurred. Internal and external costs incurred in connection with development of upgrades or enhancements that result in additional functionality are also capitalized. Amortization of capitalized software development costs is determined separately for each software product. These capitalized costs are amortized on a straight-line basis over the estimated useful life of the software.

Capitalized Software Development

        The Company also develops software for external sale. Development costs are accounted for under ASC 985 "Software". Once the computer program is ready for sale, we begin amortizing the related costs. The Company is unable to calculate the ratio of current gross revenues to the total of current and anticipated future gross revenues related to our software products. As such, the Company amortizes capitalized software development costs on a straight-line basis over the estimated useful life of the developed software, which is typically five years. In accordance with ASC 985, the Company at each balance sheet date reviews the net book value of each software asset for net realizable value, as determined by estimated future gross revenues from the product from existing customer maintenance revenue streams as well as the Company's assessment of the market for the software products and the Company's existing sales pipeline that includes such products, less future development and customer support costs. The Company believes the straight-line method of amortization results in a higher level of amortization than the method involving the ratio of current to total expected revenues. If the information to calculate this ratio were to become available in a future period, the Company does not believe the potential change in amortization methodology would have a material impact on its business or financial statements.

        Capitalized software development costs, as included in Other assets in the accompanying Consolidated Balance Sheets for the years ended December 31, 2010 and 2009 were as follows:

	December 31,
	2010			2009
	(in thousands)
Software for resale—gross	$	7,768		$	5,150
Amortization		(1,636	)		(593	)
Software for resale	$	6,132		$	4,557

        The Company recorded no software development impairment in 2010 or 2009.

F-12

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets

        Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the expected future cash flows generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Initial Public Offering Costs

        At December 31, 2010, the Company had approximately $2.9 million in initial public offering costs recorded as equity in additional paid in capital. These costs were incurred pertaining to filing a registration statement on Form S-1 and amendments thereto in 2008, 2009 and early 2010. During late 2010, the Company determined that, due to current market conditions, it would delay its initial public offering. In the event of an initial public offering, the Company plans to draft and file a new registration statement. Due to the uncertainty whether the amounts recorded in equity would be realized, the Company expensed approximately $2.9 million of capitalized initial public offering costs in the fourth quarter of 2010, representing all amounts capitalized through December 31, 2010, as a component of selling, general and administrative expenses.

Goodwill and Other Intangible Assets

        The Company accounts for goodwill in accordance with ASC 350, "Intangibles—Goodwill." Goodwill is not amortized but rather is tested at least annually for impairment. The impairment test is based on fair value compared to the recorded value at a reporting unit level. Reporting units are defined as an operating segment or one level below. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in the future ("Income Approach"), and can also include an analysis of the market multiples of the Company in relation to other public company competitors ("Market Multiple Methodology") as well as an analysis of a hypothetical open market sale of the Company taking into account any minority interests and lack of marketability ("Comparable Transaction Methodology"). Together, the Market Multiple Methodology and the Comparable Transaction Methodology are referred to as the "Market Approach." In preparing these valuations, management utilizes estimates to determine the fair value of the reporting units. Estimates utilized in future calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill. An annual test for impairment is performed every year as of December 31. No impairment of goodwill was recorded for 2010 or 2009.

        At December 31, 2008, the Company believed that the goodwill carrying value of the U.S. Operations segment exceeded the fair value of its goodwill and therefore, recorded a goodwill impairment charge of approximately $23.4 million. The fair value of this segment was determined using both the Income Approach and the Market Approach. This conclusion was based on management's judgment, taking into consideration expectations regarding future operations.

        Components of the Company's goodwill and other intangibles include amounts that are foreign currency denominated. These amounts are subject to translation at each balance sheet date. The

F-13

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company records the change to Accumulated Other Comprehensive Loss on the accompanying Consolidated Balance Sheets.

        During 2008, the Company made the final payment of $450,000 related to the purchase of SDS Applications Limited. This payment is an adjustment to the original purchase price as additional goodwill. The contingent payment was not previously recorded as a liability as it was not deemed probable.

        During 2009, the Company made additional payments of $50,000 and $68,000 related to the acquisitions of DocuData and Document@work, respectively. These payments were adjustments to the original purchase price as additional goodwill.

        The following is a summary of goodwill balances as of December 31, 2010 and 2009, respectively, by reporting unit.

		Americas Operations		EMEA Operations		Total
		(in thousands)
	Balance at January 1, 2009	$	28,740	$	1,757	$	30,497
Purchase of businesses			50		68		118
Changes due to foreign currency translation			—		116		116
	Balance at December 31, 2009	$	28,790	$	1,941	$	30,731
Purchase of businesses			—		15,208		15,208
Changes due to foreign currency translation			12		1,073		1,085
	Balance at December 31, 2010	$	28,802	$	18,222	$	47,024

Outsourcing Contract Costs

        Certain costs associated with contract acquisition and related direct and incremental costs are capitalized in accordance with ASC 360, "Property, plant and equipment." Contract acquisition costs include direct incremental costs associated with contract negotiation, such as legal fees, and costs incurred to transform client processes and technology in direct support of implementing the contract terms and conditions. These costs are amortized on a straight-line basis over the term of the contract unless billing patterns indicate a more accelerated method is appropriate.

        In the event indications exist that an outsourcing contract cost balance related to a particular contract may be impaired, undiscounted estimated cash flows of the contract are projected over its remaining term, and compared to the unamortized outsourcing contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted to equal the contract's fair value in the period such a determination is made. The primary indicator used to determine when impairment testing should be performed is when a contract is materially underperforming, or is expected to materially under-perform in the future, as compared to the bid model that was developed as part of the original proposal process and subsequent annual budgets. No impairment of contract acquisition costs has been recorded for the years ended December 31, 2010, 2009 and 2008.

F-14

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Outsourcing contract costs are comprised of two general categories of expenses: deferred commissions expense and other deferred contract acquisition costs. Deferred commissions are amortized as selling, general and administrative ("SG&A") costs while the amortization of the other deferred contract costs are expensed as cost of sales.

Earnings Per Share

        Basic earnings per share ("EPS") is based only on the weighted average number of common shares outstanding, excluding any dilutive effect of options or other dilutive securities. Diluted EPS is based on the weighted average number of common shares and potentially dilutive common shares.

        For all periods presented, basic and diluted EPS are computed without consideration to potentially dilutive instruments because the Company incurred losses which would make such instruments antidilutive. These instruments are included in the table below:

December 31,	Options		Restricted Shares		Total Dilutive Shares
2010		—		46,137		46,137
2009		—		78,899		78,899
2008		161,699		—		161,699

Taxes Collected from Customers

        In the course of doing business the Company collects various taxes from customers including, but not limited to, sales taxes and value added taxes and goods and services taxes. It is the Company's policy to record these on a net basis in the consolidated statement of operations and, therefore, we do not include taxes collected from customers as a component of revenue.

Revenue Recognition

        The Company derives revenue primarily from four sources: (1) equipment and software sales—systems integration solutions which address complex data and paper-intensive work processes, including advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment, (2) software services—primarily software maintenance or PCS and other support, (3) maintenance and other services—consisting primarily of design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing, and (4) business process outsourcing—services provided for payment processing, accounts payable processing, mailroom processes and other services.

        Revenue is realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the client, risk of loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

F-15

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        If a contract involves the provision of a single element, revenue is generally recognized when the product or service is provided and the amount earned is not contingent upon any future event. If the service is provided evenly during the contract term but service billings are irregular, revenue is recognized on a straight-line basis over the contract term. The Company recognizes revenue on sales to resellers and distributors (herein referred to as "resellers") when the reseller has economic substance apart from the Company, credit risk, title and risk of loss to the inventory, the fee to the Company is not contingent upon resale or payment by the end user, the Company has no further obligations related to bringing about resale or delivery and all other revenue recognition criteria have been met.

        The Company also enters into multiple-element arrangements, which may include any combination of hardware, software, services or maintenance. With respect to arrangements that do not include software or software elements, in accordance with ASC 605 "Revenue Recognition," the multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met:

•

The delivered item(s) has value to the client on a stand-alone basis;

•

There is objective and reliable evidence of the fair value of the undelivered item(s); and

•

If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.

        With respect to arrangements that include software and software elements, in accordance with ASC 605, if an arrangement includes multiple elements, the revenue is allocated to the various elements based on vendor-specific objective evidence of fair value is limited to the following:

•

The price charged when the same element is sold separately;

•

For an element not yet being sold separately, the price established by management having the relevant authority; or

•

Substantive renewal rates stated in a contract.

        If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized on a straight-line basis or being deferred until the earlier of when such criteria are met or when the last element is delivered. For arrangements with multiple elements, we apply the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered item(s) equals the total arrangement consideration less the aggregate vendor specific objective evidence ("VSOE") of fair value of the undelivered item(s). VSOE of fair value is based upon the price for which the undelivered element is sold separately or upon substantive renewal rates stated in a contract. We determine fair value of the undelivered elements based on historical evidence of stand-alone sales of these elements to our customers. When VSOE does not exist for undelivered elements such as maintenance and support, the entire arrangement fee is recognized ratably over the performance period.

        The Company recognizes revenue on delivered elements only if: (a) any undelivered products or services are not essential to the functionality of the delivered products or services, (b) the Company has an enforceable claim to receive the amount due in the event it does not deliver the undelivered products or services, (c) there is evidence of the fair value for each undelivered product or service, and

F-16

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) the revenue recognition criteria otherwise have been met for the delivered elements. Otherwise, revenue on delivered elements is recognized when the undelivered elements are delivered. If substantive client acceptance is required, revenue is recognized when proof of client acceptance has been received in accordance with the completed contract method.

Software and software elements (including equipment, installation and training)

        Consistent with ASC 605, revenue from perpetual (one-time charge) license software is recognized at the inception of the license term if all revenue recognition criteria have been met, including separating elements based on VSOE of fair value of each element, or of the undelivered elements under the residual method. Revenue from maintenance, unspecified upgrades on a when-and-if-available basis and technical support is recognized over the period such items are delivered.

        In the case of software arrangements that require significant production, modification, or customization of software, or the license agreements require the Company to provide implementation services that are determined to be essential to other elements of the arrangement, the Company follows the guidance in ASC 605. If substantive client acceptance is required, revenue is recognized when proof of client acceptance, which is after or concurrent with training and installation, has been received in accordance with the completed contract method. Historically for our hardware and software solution sales, substantially all systems required substantive customer acceptance. If substantive client acceptance is not required, the percentage of completion method is used when reasonably dependable estimates can be made, and revenue is recognized on a constant margin as contract milestones or other output based measures are achieved. The related cost of each milestone is recognized as revenue is recognized. Elements that are not within the scope of ASC 605 are based on each element's VSOE of fair value.

Software development

        The Company has begun to provide software development services to its customers. This solution-based approach allows the Company to customize software applications that address each client's unique document processing needs. The software applications are not dependent on legacy BancTec systems and can be deployed on numerous third-party vendor hardware. The Company accounts for such software development under the percentage of completion guidance contained within ASC 605. Certain contracts may contain intermediate customer acceptance milestones. Management measures progress as developmental milestones are achieved.

Non-software equipment

        The Company recognizes revenue from sales of non-software related equipment and supplies when risk of loss has transferred to the client and there are no unfulfilled company obligations or upon the client's final acceptance of the arrangement. Any costs of remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue is recognized.

Post-contract client support

        Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

F-17

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Maintenance services not classified as postcontract client support

        The Company's services revenue is primarily billed based on contractual rates and terms, and the Company generally recognizes revenue as these services are performed which, in some cases, is ratably over the contract term. Certain clients advance funds prior to the performance of the services which are recorded as maintenance contract deposits. The Company recognizes revenues as services are performed over time or on a "per call" basis. Certain estimates are used in recognizing revenue on a "per call" basis related to breakdown rates, contract types, calls related to specific contract types, and contract periods. The Company uses its best judgment to relate calls to contracts. In addition, as actual breakdown experience rates are compared to estimates, such estimates may change over time and will result in adjustments to the amount of "per call" revenue.

Business process outsourcing

        The Company provides business process outsourcing services ("BPO") under contracts on a unit-price or fixed-price basis, which may extend up to 10 or more years. These contracts involve a single-service element and revenue is generally recognized when the Company performs the services or processes transactions in accordance with contractual performance standards. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. In some of these arrangements, the Company hires client employees and becomes responsible for certain client obligations. The Company continuously reviews and reassesses the estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which the Company is paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenues and costs.

Reimbursed Expenses

        In the course of providing services, the Company is reimbursed for normal and customary expenses. Such expenses and reimbursements are presented gross in the accompanying Consolidated Statements of Operations.

Research and Development

        Research and development costs are expensed as incurred. Research and development costs for the years ended December 31, 2010, 2009 and 2008 were $5.1 million, $4.2 million, and $5.2 million, respectively.

Shared-Based Compensation

        The Company follows the provisions of ASC 718 "Stock Compensation," for accounting for equity instruments exchanged for employee services. Under these provisions, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant).

        Substantially all share-based compensation is recorded as selling, general and administrative expense.

F-18

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Board of Directors must approve all stock grants recommended by the compensation committee or senior management.

Benefit Plan Accruals

        The Company has a defined benefit plan in the U.K., under which participants earn a retirement benefit based upon a formula set forth in the plan. The Company records expense related to these plans using actuarially determined amounts that are calculated under the provisions of ASC 715, "Compensation—Retirement Benefits." Key assumptions used in the actuarial valuations include the discount rate, the expected rate of return on plan assets and the rate of increase in future compensation levels. See further disclosure in Note K.

Income Taxes

        The Company and its domestic subsidiaries file a consolidated U.S. Federal income tax return. The Company's foreign subsidiaries file separate income tax returns in the countries in which their operations are based.

        Income taxes are accounted for under the asset and liability method of ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. The Company records valuation allowances related to its deferred income tax assets when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign Currency Translation

        Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of stockholders' equity and comprehensive income (loss). Transaction gains and losses are included in results of operations in "Sundry, net." Foreign currency transaction gains (losses) for the years ended December 31, 2010, 2009, and 2008 were $(0.3 million), $(1.9 million), and $3.2 million, respectively. The Company does not currently hedge any of its net foreign currency exposure.

Accrued Vacation

        The vacation policy for U.S. employees specifies that vacation is provided as a company benefit, and is not earned and does not accrue. As a result, unused vacation is not payable upon voluntary termination, unless specifically provided for by state law. In addition, no unused vacation is eligible to be carried over to subsequent calendar years. Vacation benefits for non-U.S. employees are accrued in accordance with the local legal requirements. Accrued vacation was $2.0 million and $2.3 million at December 31, 2010 and 2009, respectively.

F-19

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. Concentrations of credit risk for these instruments are limited due to the large number of clients comprising the Company's client base, and their dispersion across different geographic areas.

        The Company sells its products to clients under specified credit terms in the normal course of business. These clients' businesses can generally be classified as banking, personal computer manufacturers, financial services, insurance, healthcare, government agencies, utilities and telecommunications. No single customer accounted for greater than 10% of total revenue for the years ended December 31, 2010 and 2008. A single customer accounted for 10.7% of total revenue for the year ended December 31, 2009.

        The Company currently receives funds in advance from customers for a significant portion of the Company's services prior to the performance of the services they relate to and management believes this mitigates the related credit risk. Due to the diversity of the Company's clients, management does not consider there to be a concentration of risk within any single business segment. However, general economic conditions that cause clients in the industries we serve to reduce or delay their investments in products and solutions such as those offered by the Company could have a material adverse effect on the Company.

        The Company's hardware and systems solutions are assembled using various purchased components such as personal computer monitors, minicomputers, encoders, communications equipment and other electronic devices. Certain products are purchased from sole-source suppliers. The Company generally has contracts with these suppliers that are renewed periodically. The Company has not experienced, nor does it foresee, any significant difficulty in obtaining necessary components or subassemblies; however, if the supply of certain components or subassemblies was interrupted without sufficient notice, the result could be an interruption of product deliveries.

Fair Value of Financial Instruments

        The following estimated fair values of financial instruments have been determined by the Company using available market information and valuation methodologies:

        Cash, cash equivalents and restricted cash:     Carrying amount approximates fair value due to the short-term nature of the instruments.

        Short term borrowings:     Carrying amount approximates fair value due to the short-term nature of the instruments.

        Revolving Credit Facility:     Carrying amount approximates fair value due to the variable interest rate of this instrument.

        Financing arrangements:     Carrying amount approximates fair value due to the recent origination of the instrument.

F-20

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The estimated fair values of the Company's financial instruments at December 31 are as follows:

	2010				2009
	Carrying		Value		Carrying		Value
	(in thousands)
Cash and cash equivalents	$	15,007	$	15,007	$	9,866	$	9,866
Revolving credit facility		42,715		42,715		28,577		28,577
Financing arrangements		14,849		14,849		2,621		2,621
Notes payable to DocuData shareholders		1,000		1,000		2,000		2,000
Notes payable to Document@work shareholders		—		—	$	127	$	127

        The Company categorizes its financial instruments into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. These categories, from lowest to highest based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

        Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities as the measurement date.

        Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liabilities through correlation with market data at the measurement date and for the duration of the instrument's anticipated life.

        Level 3—Inputs are unobservable inputs for the asset or liability. These inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

        The Company had no financial assets or liabilities measured on a recurring basis as of December 31, 2010 and 2009 other than pension plan assets (see Note K).

New Accounting Pronouncements

        In August 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value." This update provides amendments to ASC 820, "Fair Value Measurements and Disclosure" for the fair value measurement of liabilities. We adopted ASU 2009-05 for all financial liabilities in the fourth quarter of fiscal 2009. We adopted ASU 2009-05 for all non-financial liabilities in the first quarter of fiscal 2010. The adoption of ASU 2009-05 did not have a material effect on our consolidated financial statements.

        In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." This Statement requires an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS 167 was effective for the Company as of January 1, 2010. The adoption of SFAS 167 did not have a material impact on our consolidated financial condition or statement of operations.

        In October 2009, the FASB issued changes to revenue arrangements with multiple deliverables in ASU 2009-13, "Multiple-Deliverable Revenue Arrangements." The new standard is included in the ASC

F-21

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

under subtopic 605-25 and modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. The new standard provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements. The new standard will be effective for us beginning January 1, 2011. We do not expect the adoption of ASU 2009-13 will have a material impact on our financial position, results of operations or cash flows.

        In January 2010, the FASB issued ASC 820 "Fair Value Measurements and Disclosures" amending and clarifying requirements for fair value measurements and disclosures. The new guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a reconciliation of all activity in Level 3. The guidance also requires detailed disaggregation disclosure for each class of assets and liabilities in all levels, and disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective at the start of interim or annual reporting periods beginning after December 15, 2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. This statement has not currently had, nor do we anticipate that this guidance will have a material impact on our consolidated financial statements upon full adoption.

        In December 2010, the FASB issued ASU 2010-29, "Disclosure of Supplementary Pro Forma Information for Business Combinations" which will change the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for any business combination we complete on or after January 1, 2011. The revised disclosure requirements will not affect our financial position, results of operations or cash flows.

NOTE B—SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS

        The accompanying Consolidated Statements of Cash Flows include the following non-cash investing and financing transactions:

	Years Ended December 31,
	2010		2009		2008
	(in thousands)
Capital lease obligation incurred for lease of computer hardware	$	541	$	2,589	$	3,184
Inventory put in service as fixed assets		164		127		295
Purchases of fixed assets included in accounts payable at year end	$	201	$	104	$	151

F-22

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE C—RESTRUCTURING

        Restructuring.    As a part of the Company's focus on cost efficiency, management makes ongoing staff reductions as needed. Severance charges are included in the cost of sales, SG&A and research and development expense line items in the accompanying consolidated Statements of Operations. The Company has an Employee Separation Policy and Severance Plan that defines benefits payable to an employee that meet certain criteria under this plan. Consistent with the provision of ASC 712 "Compensation: Non-retirement Postemployment Benefits," severance liabilities are accrued when the amount of liability is probable and estimable consistent with ASC 450 "Contingencies."

        During 2010, the Company announced a worldwide reduction in its workforce. In conjunction with the worldwide reduction of workforce initiative the Company recorded $3.4 million of severance expenses and also announced its plans to close two of its facilities in United States. The Company recorded a reserve of $0.6 million for the fair value of the cash flows related to the operating lease obligations for the two facilities that were shut down during the third quarter.

        During January 2010, the Company relocated the Dallas Docudata office to the Irving, Texas, BancTec campus. The Company recorded a reserve of $0.7 million for the fair value of the cash flows related to the operating lease obligations for the Dallas Docudata office.

        Changes to the Company's accrued severance and lease obligation liabilities, as included in Other Accrued Expenses and Liabilities in the accompanying Consolidated Balance Sheets, during the years ended December 31, 2009 and 2010 are summarized as follows:

	Employee Separation Costs			Facility Lease Commitments			Total
	(in thousands)
Balance at January 1, 2009	$	855			—		$	855
Adjustment to accrual		815			—			815
Payments		(1,617	)		—			(1,617	)
Balance at December 31, 2009		53			—			53
Adjustment to accrual		3,398			1,279			4,677
Payments		(2,718	)		(349	)		(3,067	)
Balance at December 31, 2010	$	733		$	930		$	1,663

NOTE D—ACQUISITIONS

ECM Solutions

        On June 3, 2010, the Company acquired all of the shares and related assets and liabilities of Beta Systems ECM Solutions GMBH ("ECM"), a German company. The purchase price totaled $22.5 million consisting of $9.3 million in cash and $13.2 million in contractual future payments. The Company acquired ECM in order to extend its solutions business presence in Europe and Central Africa. Transaction expenses were approximately $1.4 million. For purposes of consolidation, ECM's financial results for the year ended December 31, 2010 include the complete calendar month of June 2010.

F-23

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE D—ACQUISITIONS (Continued)

        The preliminary purchase price allocation of ECM is as follows (in thousands):

			Value Assigned			Life in Years
Current assets			$	16,845		N/A
Fixed assets				2,020		1 to 7 years
Current liabilities				(16,101	)	N/A
Noncurrent liabilities				(1,934	)
Goodwill				15,208		Indefinite
Intangible assets
	Customer contract			6,490		5.6 years
		Total assets identified	$	22,528
		Cash acquired		(1,285	)
			$	21,243

        The purchase price has been allocated to the underlying assets and liabilities based on respective estimated fair values at June 1, 2010. However, the Company has not finalized the purchase price allocation. The Company engaged a third-party firm to assist in determining the estimated fair values of the customer contracts intangible asset and various tangible assets and liabilities. The Company is continuing to obtain information and evaluate the fair value estimates. The goodwill resulting from this transaction resides solely in the EMEA segment.

PrivatGirot AB

        On June 23, 2009, the Company acquired all of the shares of PrivatGirot AB, a Swedish company. The purchase price was $4.1 million in cash and transaction expenses are estimated to be $0.1 million. The Company acquired PrivatGirot AB in order to extend its presence in Europe, and in particular in Sweden with respect to its business processing outsourcing services.

        The purchase price allocation of PrivatGirot AB is as follows (in thousands):

			Value Assigned			Life in Years
Current assets			$	4,535		N/A
Fixed assets				1,194		1 to 7 years
Current liabilities				(2,841	)	N/A
Intangible assets
	Customer contracts			1,907		6 years
		Total assets identified	$	4,795
		Cash acquired		(2,765	)
			$	2,030

        The purchase price has been allocated to the underlying assets and liabilities based on respective estimated fair values at June 23, 2009. The purchase price allocation was finalized during the three

F-24

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE D—ACQUISITIONS (Continued)

months ended March 31, 2010. The Company engaged a third-party firm to assist in determining the estimated fair value of the customer contracts intangible asset. As a result, the Company's 2009 consolidated financial statements have been retrospectively adjusted to reflect an increase in the value of the customer contracts intangible of approximately $0.2 million and record a bargain purchase gain on acquisition of $0.6 million as "Sundry, net" in the Consolidated Statement of Operations.

Document@work

        On August 4, 2008, the Company completed the acquisition of 100% of the common stock of Document@work. This acquisition established a BPO presence in France. The purchase price was €1.00 ($1.56) plus the assumption of all assets and liabilities; including liabilities of $1.2 million due to the seller. The scheduled payments due to the sellers are $0.3 million due at closing, $0.2 million due June 30, 2009 and $0.2 million due December 31, 2010 subject to achieving certain results. If the second payment of $0.2 million was paid prior to June 30, 2009, $0.6 million of the liability to the seller will be forgiven. The second payment was paid prior to December 31, 2008. During 2009, the Company made an additional payment of $0.1 million.

        The allocation of the net purchase price was as follows (in thousands):

	Value Assigned			Life in Years
Net working capital	$	(127	)	N/A
Property and equipment		54		1 to 5 years
Deferred tax asset		334		1 year
Goodwill		1,109		Indefinite
	$	1,370

        These assets were allocated to the Europe, Middle East and Africa ("EMEA") segment. Note that goodwill is not deductible for tax purposes in France. The consolidated financial statements include the operating results of Document@work from the date of purchase.

DocuData

        On March 4, 2008, BancTec acquired all the membership interests of DocuData. The purchase price at closing was $20.7 million in cash (including $0.4 million working capital adjustment), a note payable of $3.0 million and contingent consideration of up to $3.0 million. The contingent payment is based upon future operating results of the acquired entity and will be paid and recognized as additional consideration only if certain predefined targets are met. Any additional consideration will be recorded as goodwill. An additional payment of $0.1 million was made during 2009. All goodwill is deductible for tax purposes and is reported as a component of the America's segment. Direct transaction costs for the acquisition were approximately $0.1 million.

        BancTec acquired DocuData primarily to establish a business process outsourcing presence in Texas through DocuData's three existing processing centers located in Dallas, Houston and Austin. For purposes of consolidation, DocuData's financial results for the nine months ended September 30, 2008 include the complete calendar month of March 2008.

F-25

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE D—ACQUISITIONS (Continued)

        The allocation of the net purchase price was as follows (in thousands):

	Value Assigned			Life in Years
Net working capital	$	880		N/A
Property and equipment		1,687		1 to 5 years
Trade name		790		3 years
Non-compete agreements		813		1 to 3 years
Client relationships		7,837		12 years
Backlog		1,177		1 year
Goodwill		10,757		Indefinite
	$	23,941
Cash acquired		(73	)
Purchase, net of cash acquired	$	23,868

        The purchased intangibles consist of the DocuData trade name used to market the company's products, one year non-compete agreements with the certain former key employees, the company's backlog as of the closing date and the company's ongoing customer base. Each of these intangible assets were individually analyzed and valued. The goodwill resulting from this transaction resides solely in the Americas segment.

NOTE E—INVENTORIES, NET

        Inventory consists of the following as of December 31, 2010 and 2009:

	December 31,
	2010			2009
	(in thousands)
Raw materials	$	4,737		$	5,859
Work-in-progress		3,004			1,720
Finished goods		16,436			14,478
		24,177			22,057
Less inventory reserves		(12,715	)		(9,163	)
Inventories, net	$	11,462		$	12,894

F-26

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F—INTANGIBLE ASSETS

        A summary of intangible assets as of December 31, 2010 and 2009 is as follows:

	December 31, 2010
	Gross Carrying Value		Accumulated Amortization			Net
	(in thousands)
Outsourcing contract costs	$	24,142	$	(12,477	)	$	11,665
Client relationships and other intangibles		24,995		(9,264	)		15,731
Total amortizable intangible assets	$	49,137	$	(21,741	)	$	27,396

	December 31, 2009
	Gross Carrying Value		Accumulated Amortization			Net
	(in thousands)
Outsourcing contract costs	$	22,126	$	(8,224	)	$	13,902
Client relationships and other intangibles		17,991		(6,636	)		11,355
Total amortizable intangible assets	$	40,117	$	(14,860	)	$	25,257

        See "Note A—Outsourcing Contract Costs" for additional discussion of the accounting policies for outsourcing contract costs.

        Amortization related to intangible assets was $7.0 million and $5.6 million for the years ended December 31, 2010 and 2009, respectively. Components of the Company's intangible assets include amounts that are denominated in several foreign currencies. These amounts are subject to translation at each balance sheet date. The Company records the change to its Accumulated Other Comprehensive Loss on the accompanying Consolidated Balance Sheet. During 2010, the Company acquired customer contract intangible assets for $6.8 million with a weighted-average life of 5.6 years. During 2009, the Company acquired intellectual property assets for $1.7 million with a weighted- average life of 6 years.

        The Company's acquired intangible assets are amortized on a straight-line basis over the estimated useful life. Based on the carrying amount of the intangible assets as of December 31, 2010, and assuming no future impairment of the underlying assets, the estimated future amortization expense is as follows (in thousands):

	Amortization Expense
2011	$	6,959
2012		4,812
2013		4,191
2014		3,557
2015		3,089
Thereafter		4,355
	$	26,963

F-27

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F—INTANGIBLE ASSETS (Continued)

        The above table excludes indefinite lived intangible assets valued at $0.4 million related to the SDS acquisition.

NOTE G—DEBT AND OTHER LIABILITIES

        Debt and other obligations consist of the following:

	December 31, 2010			December 31, 2009
	(in thousands)
Revolving credit facility	$	42,715		$	28,577
Capital leases		3,179			4,365
Financing arrangements		14,849			2,621
Note payable to sellers of DocuData		1,000			2,000
		61,743			37,563
Less: Current portion		(46,315	)		(31,430	)
	$	15,428		$	6,133

        Revolving Credit Facility.    At December 31, 2010 the Company had a revolving credit facility (the "Revolver") provided by General Electric Capital Corporation, successor-in-interest to Heller Financial, Inc. ("GE Capital") and Wells Fargo Foothill, LLC. Effective March 31, 2006, the Company and GE Capital entered into an amendment to the Revolver which extended the maturity date from May 30, 2006 to May 1, 2008. The committed amount was $40 million, with a letter-of-credit sub-limit of $10 million. Funds availability under the Revolver was determined by a borrowing-base formula equal to a specified percentage of the value of the Company's eligible accounts receivable, inventory, owned real property, machinery and equipment and pledged cash. The Revolver was secured by substantially all the assets of the Company. On October 6, 2006, the Company and GE Capital entered into an amendment to the Revolver which provides for a $5.0 million Term Loan to the Company and reduced the availability under the Revolver from $40 million to $35 million. In addition, on March 22, 2007, the Company and GE Capital entered into an amendment to the Revolver which provides for an additional $10.0 million Term Loan to the Company, thus reducing the availability under the Revolver from $35.0 million to $25.0 million. The total potential availability under the combined Loan and Security agreement, however, remained at $40 million. On June 27, 2007, the Company entered into an amendment to the Revolver with GE Capital which provided for a one-time pay-off of our outstanding term loans while keeping in effect a $15 million term loan commitment to the Company. The interest rate on borrowings under the Revolver was, at the Company's option, either (1) 0.25% over prime or (2) 1.75% over LIBOR.

        On February 7, 2008, the Company amended and restated its existing $40 million Revolver which was scheduled to terminate on May 1, 2008. The Revolver, as amended and restated, provided for a secured revolving line of credit up to $55 million, with a $10 million letter of credit sub-limit and a $45 million uncommitted incremental facility.

        On March 31, 2010, the Company amended and restated the Revolver a second time. The Revolver, as amended and restated, provides for a secured revolving line of credit up to $65 million, with a $10 million letter of credit sub-limit and a $35 million uncommitted incremental facility. The

F-28

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE G—DEBT AND OTHER LIABILITIES (Continued)

Company's Revolver is currently provided by GE Capital and the other financial institutions party to the Revolver as lenders. At December 31, 2010, the Company's weighted average interest rate on the Revolver was 5.8%.

        On April 19, 2011, the Company amended the Revolver a third time. The Revolver, as amended, provides for revised senior leverage ratios as detailed below.

        The Revolver terminates in February of 2014 and allows borrowings on base rate and LIBOR rate terms. Permitted uses of the proceeds of borrowings under the Revolver include the payment of costs and expenses related thereto, the financing of permitted acquisitions and for working capital and other general corporate purposes. The applicable margin on borrowings is 4.25% over prime for base rate loans and 5.50% over LIBOR for LIBOR rate loans. There is a 3.00% floor for the base rate. A commitment fee of 0.50% per annum is payable monthly in arrears on the first day of the month on the unused portion of the Revolver, if the average outstanding balance on the Revolver exceeds 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). Such commitment fee increases to 0.75% per annum and is payable monthly in arrears on the first day of the month on the unused portion of the Revolver if the average outstanding balance on the Revolver is less than 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). The Company also pays a monthly letter of credit fee of 5.5% per annum on all issued and outstanding letters of credit. The availability of funds under the Revolver is limited to the lesser of $65 million or 2.5 times EBITDA as defined in the Revolver.

        Our Revolving Credit Facility includes outstanding balances of $42.7 million and $28.6 million and letter of credit commitments of $0.2 million at December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009, the availability remaining under the Revolver that the Company can draw was $22.1 million and $21.5 million, respectively. Amounts outstanding under the Revolver are classified as current obligations in the Company's Consolidated Balance Sheets.

        The Revolver is secured by substantially all of the Company's assets. Under the Revolver, certain proceeds (including proceeds from asset dispositions and non-excluded issuances of equity and debt securities) must be used to repay the outstanding loans, which may be re-borrowed subject to availability. The Revolver also includes customary voluntary and other mandatory prepayment provisions, representations and warranties, affirmative and negative covenants, financial covenants, events of default and reporting requirements. In particular, the Revolver requires delivery of monthly unaudited financial statements and yearly audited financial statements as well as periodic management reports and compliance certificates. The Revolver contains restrictions on the use of cash for dividend payments or non-scheduled principal payments on certain indebtedness.

        At December 31, 2010 and 2009, the Company was in compliance with all covenants under the Revolver. Subsequent to the 2008 year end, audited consolidated financial statements were due but not delivered by the April 15, 2009 deadline as stipulated in the covenants. The Company cured the compliance matter with delivery of the 2008 audited consolidated financial statements on June 19, 2009. Unaudited condensed consolidated financial statements for the three-months ended March 31, 2009 were due but not delivered by the May 15, 2009 deadline as stipulated in the covenants. The Company cured the compliance matter with the subsequent delivery of the unaudited condensed consolidated financial statements for the three-months ended March 31, 2009 on August 14, 2009. Unaudited condensed consolidated financial statements for the three-months ended June 30, 2009 were due, but not delivered by the August 14, 2009 deadline as stipulated in the covenants. The Company cured the

F-29

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE G—DEBT AND OTHER LIABILITIES (Continued)

compliance matter with the subsequent delivery of the unaudited condensed consolidated financial statements for the three-months ended June 30, 2009 on October 12, 2009. On October 15, 2009, the Company received a waiver of defaults from the required lenders under the Revolver related to these noncompliance matters. Subsequent to the 2010 year end, audited consolidated financial statements were due but not delivered by the April 15, 2011 deadline as stipulated in the covenants. On April 14, 2011, the Company and GE Capital executed an agreement to extend the deadline for delivery of audited financial statements until April 29, 2011.

        The Revolver prohibits the Company from granting liens and incurring indebtedness (subject to customary exceptions), provided that the Company can borrow up to an additional $25 million from third parties, either unsecured or secured if junior to the obligations under the Revolver. Dispositions of assets are restricted subject to certain exceptions and an annual $5 million basket. The Revolver permits acquisitions, but limits any single acquisition to $30 million and only $25 million of the consideration for which can be in cash or all acquisitions to $50 million in any two year period and subjects such acquisitions to compliance with certain conditions including pro forma compliance with a senior leverage ratio of not more than 1.50 to 1.00 after giving effect to such acquisition. The Revolver restricts the Company's ability to make capital expenditures beyond an annual threshold (subject to a limitation to only $25 million per year if certain minimum EBITDA amounts are not guaranteed and with unused amounts carried forward for one year). For 2009 and 2010, the capital expenditure limitation is $30 million and $35 million, respectively. Pursuant to the April 19, 2011 Amendment the Revolver also mandates compliance with a senior leverage ratio, calculated as of the end of each fiscal quarter based on EBITDA for the twelve-month period then ended of (i) 2.50 to 1.00, when EBITDA is $25 million or greater for the period, (ii) 2.25 to 1.00 when EBITDA is greater than or equal to $18 million but less than $25 million (iii) 2.00 to 1.00, when EBITDA is less than $18 million for the period. At December 31, 2010, the Company had a senior leverage ratio of 1.68 to 1.00, a total leverage ratio of 2.36 to 1.00 and a fixed charge coverage ratio of 1.81 to 1.00, all of which are in compliance with the Revolver.

        Term Note.    On March 4, 2008, the Company financed a portion of the purchase price for the acquisition of DocuData Solutions, L.C. with a $3.0 million term note payable to the Seller. The term note accrues interest at a fixed 7.0% rate with principal payments due in three equal annual installments. Interest is also paid annually on the outstanding principal balance. At December 31, 2010, the term note had a balance of $1.0 million, of which $1.0 million was classified as current. The remaining balance was paid in March 2011.

        Financing Arrangements.    During 2008, the Company entered into a financing arrangement for $0.8 million with GE Capital to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 8.64% rate and is payable with 36 equal monthly payments. Also, in 2008, the Company entered into a sales- leaseback financing arrangement for $1.7 million with a third party to finance a portion of the Company's outsourcing contract costs. This arrangement accrues interest at a fixed 12.33% rate and is payable with 60 equal monthly payments. In 2009, the Company entered into a sale-leaseback financing arrangement for $0.7 million with a third party to finance a portion of our outsourcing contract costs. This lease accrues interest at a fixed 13.12% rate and is payable with 60 equal monthly payments.

        During 2010, the Company entered into a financing arrangement for $0.5 million with Hewlett Packard to finance the purchase of equipment and software. This arrangement accrues interest at a

F-30

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE G—DEBT AND OTHER LIABILITIES (Continued)

fixed 6.14% rate and is payable with 53 equal monthly payments. Also, in 2010, the Company entered into a finance arrangement for $0.8 million with Adaptive Imaging Solutions, Ltd., to finance the purchase of equipment and software. This arrangement has an interest bearing portion and a non-interest bearing portion. Interest is accrued at a fixed rate of 5.25% on $0.3 million maturing in January 2011 and the remaining $0.5 million matures in October 2011. Both portions are payable in full upon the maturity date.

        On November 12, 2010, the Company entered into an agreement to sell its corporate headquarters and manufacturing facilities in Irving, Texas for $11.2 million, net of closing costs. We concurrently entered into a 15-year lease of those facilities. The lease requires annual rent of $1.3 million payable in quarterly installments, subject to annual inflation-based increases. The lease also requires us to make certain repairs to the facility projected to occur in 2014-2016. Certain terms of the lease represent a continuing involvement in the ownership of the facility, which results in treating the transaction as a financing instead of a sale for accounting purposes. As such, the facility is reflected on our Consolidated Balance Sheet at December 31, 2010 as Property, plant and equipment together with a corresponding finance obligation of $11.7 million recorded in Long-term debt, less current portion. The gross value of the facilities assets under lease is $22.0 million and the net book value was approximately $3.9 million at December 31, 2010.

        At December 31, 2010 and 2009, the Company had financing arrangement balances outstanding of $14.9 million and $2.6 million, respectively, of which $1.5 million and $0.7 million, respectively, was classified as current.

        Future financing arrangement payments are as follows:

Year	(in thousands)
2011	$	2,847
2012		1,975
2013		2,003
2014		1,871
2015		1,943
Thereafter		16,199
Total obligation	$	26,838
Interest		(11,989	)
Financing arrangment obligation	$	14,849

        Capital Leases.    During 2009, the Company entered into capital leases for $2.5 million, which pertained to computer hardware and software. Capital leases in 2009 include a $0.7 million sales-leaseback arrangement with a third party lessor to refinance a portion of our outsourcing contract costs. The lease has a term of 60 months and is payable in equal monthly installments. The Company's interest in assets acquired under capital leases is recorded as property and equipment on the accompanying Consolidated Financial Statements. The gross amounts of assets held under capital lease were $7.7 million as of December 31, 2010 and 2009, respectively. Amortization of assets recorded under capital leases is included in depreciation expense. The current obligations under capital leases of $1.0 million are classified in the Current Liabilities section of the accompanying Consolidated Balance Sheets and the non-current portion of capital leases of $2.2 million are included in Other Liabilities.

F-31

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE G—DEBT AND OTHER LIABILITIES (Continued)

        Future capital lease payments are as follows:

Year	(in thousands)
2011	$	1,318
2012		1,149
2013		932
2014		452
Total obligation	$	3,851
Interest		(672	)
Capital lease obligation	$	3,179

        The Company had no outstanding foreign debt balances as of December 31, 2010.

NOTE H—OTHER ACCRUED EXPENSES AND LIABILITIES

        Other accrued expenses and liabilities consist of the following:

	December 31, 2010		December 31, 2009
	(in thousands)
Salaries, wages, and other compensation	$	13,876	$	13,961
Accrued taxes, other than income taxes		7,083		8,536
Accrued interest payable		710		715
ECM purchase price		14,509		0
Other		11,462		9,914
	$	47,640	$	33,126

NOTE I—EQUITY AND SHARE-BASED COMPENSATION

Common Stock

        Our board of directors has the authority to issue up to 100,000,000 shares of common stock, par value $0.01 per share. Each holder of common stock is entitled to one vote per share.

        Any dividends declared by our board of directors on our common stock will be payable ratably out of assets legally available thereof after payment of dividends required to be paid on shares of preferred stock, if any. Upon liquidation, dissolution or winding up of our business, whether voluntary or involuntary, the holders of common stock, according to the number of shares of common stock then outstanding, are entitled to share ratably in all assets available for distribution to stockholders.

        Holders of our common stock have no redemption or conversion rights and no preemptive or other rights to subscribe for our securities.

Preferred Stock

        Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock, par value $0.01 per share, in one or more series and to fix the rights, preferences, privileges and restrictions

F-32

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

thereof, including dividend rights, dividend rates, conversion rates, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of that series, which may be superior to those of the common stock, without further vote or action by the stockholders.

Series A Junior Participating Preferred Stock

        Under the terms of the Series A junior participating preferred stock, the holders are entitled to buy one one-thousandth of a share of Senior A junior participating preferred stock, part value $.01 per share, at a price of $20.00, subject to adjustments. The rights expire on December 31, 2014.

        Until a distribution date, the rights are not exercisable, are represented by the same certificate as the Company's common stock and will trade together with those shares. Following a distribution date, the rights would become exercisable and the Company would issue separate certificates representing the rights, which would trade separately from the shares of our common stock. A distribution date occurs upon the earlier of ten days after a public announcement that a person has become an acquiring person or ten business days (or such later date as may be determined by our board of directors prior to such time as any person becomes an acquiring person) after a person commences a tender or exchange offer that, if successful, would result in the person becoming an acquiring person. An acquiring person is (subject to certain exceptions) any person who or which, together with all affiliates and associates of such person, becomes the beneficial owner of 15% or more of the voting stock of the Company then outstanding.

        A holder of rights will not have any rights as our stockholder, including rights to vote or receive dividends.

        The Company's current and past share-based compensation plans include stock option and equity incentive plans.

2007 Equity Incentive Plan

        Effective June 18, 2007, the Company adopted the 2007 Equity Incentive Plan, as amended, which provides for the grant to employees of incentive options, non-qualified stock options, and restricted stock awards.

        Incentive Options.    As of December 31, 2009, 926,667 incentive options were granted under the 2007 Equity Incentive Plan. As granted under the 2007 Equity Incentive Plan, these incentive options have a fixed exercise price of $24.00 per option share, representing 100% of the fair market value of the shares of stock during the periods of grants. There were 161,668 and 797,085 options forfeited during the twelve months ended December 31, 2009 and 2008, respectively. Options granted under the 2007 Equity Incentive Plan vest over a four-year period at 25% per year and have a contractual term of 10 years.

        Non-qualified Stock Options.    As granted under the 2007 Equity Incentive Plan, these non-qualified options vest over a four-year period at 25% per year and have a fixed exercise price of $24.00 per option share, representing no less than 100% of the fair market value of the shares of stock during the periods of grants. All outstanding options have a contractual term of 10 years.

F-33

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

        During 2008, 868,333 options were voluntarily forfeited in exchange for 211,798 shares of restricted stock. The exchange ratio was determined by the fair value of the options and the restricted stock immediately before and after the exchange. The unrecognized stock option compensation expense as of the exchange date will be recognized over the new vesting period of the restricted stock. There was no incremental compensation cost as a result of the exchange. As of December 31, 2009, no options were outstanding under the 2007 Equity Incentive Plan.

        A summary of option activity in the 2007 Equity Incentive Plan is as follows:

	Incentive Shares			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value
Options outstanding—January 1, 2008		1,088,333		$	24.00	$	10.56
Granted		8,333			24.00		9.45
Forfeited		(934,998	)		24.00		10.55
Exercised		—			—		—
Options outstanding—January 1, 2009		161,668			24.00		10.56
Granted		—			—		—
Forfeited		(161,668	)		24.00		10.56
Exercised					—		—
Options outstanding—December 31, 2009		—		$	—	$	—

        The following table presents the vested status of all options outstanding at December 31, 2008 under the 2007 Equity Incentive Plan:

	2008
Total options outstanding		161,669
Vested options		55,415
Non-vested options		106,254
Weighted average price of vested options	$	24
Weighted average remaining contractual life of vested options		8.5 years
Unrecognized compensation related to non-vested options	$	1,119,917
Weighted average period related to non-vested options		2.5 years
Weighted average remaining contractual life of non vested options		8.5 years

        The value of each stock option grant under the stock option plans determined by management and was estimated on the date of grant using the Black-Scholes option-pricing model with the assistance of third-party valuation specialists, and compensation cost is recorded on a straight-line basis over the

F-34

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

share vesting period. The weighted average grant date fair value of each stock option grant was estimated using the following weighted-average assumptions and results:

Weighted Average	Year Ended December 31, 2008
Risk free interest rate		2.66	%
Expected life		6.25 years
Expected volatility		35.00	%
Fair value of options granted		$9.45

        Because the Company's stock is not publicly traded, the Company has relied upon the volatilities of the comparables in estimating the expected volatility of the Company's stock. The Company's fair value calculation is based on a constant volatility over the life of each grant. The Company considered those public companies that the Company determined to be most similar to the Company in those respects carrying the greatest weight with the investing public. Although other public companies participate within the relevant industry segments, the Company believes that the selected peer group is the most comparable in terms of size, product offerings, and implied volatility. The Company has considered both the historical and implied volatilities of the comparable peer group. The median historical volatilities of the comparables ranged between 30.7% and 39.0%, while the median implied volatilities ranged between 32.3% and 39.3%. Based upon the above, the Company has concluded an expected volatility of 35.0%. This is an acceptable practice under U.S. GAAP. The Company revisits its volatility assumptions on a biennial basis due to the extensive costs in accumulating such information on a more frequent basis. Should different companies be chosen as comparables or different time theaters utilized in analyzing volatilities, different metrics may be computed. Management believes the volatility assumptions utilized are reasonable.

        The Company estimated the expected life of "plain vanilla" options granted under the 2007 Equity Incentive Plan using the simplified method permissible under ASC 718. The Securities and Exchange Commission Staff will accept the use of the simplified method for grants for which an entity does not have sufficient historical exercise data and will not object to the use of the simplified method in the periods before an entity becomes public. The risk-free interest rate is based on the implied yield available on U.S. Treasury securities with an equivalent remaining term. The Company has not paid dividends in the past and does not currently plan to pay dividends in the near future so the dividend yield used is zero. There is no intrinsic value of any 2007 Equity Incentive Plan options at December 31, 2009 or 2008.

        Restricted Stock Awards.    During 2008 the Company granted 214,832 shares of restricted stock to certain employees. These shares vest at (a) the end of 12 months at 100% (b) over 37 months, 25% at 2 months from the grant date and the remainder at 25% per year or (c) 50% of the grant at 25%, 25% and 50% over 3 years and 50% of the grant at 33.3% per year over 3 years with attainment of certain performance objectives. The compensation expense for shares containing performance objectives is recorded on a straight-line basis over the vesting period.

        During 2009, 860,433 shares of restricted stock were awarded to certain executive officers and key employees. These shares vest at (a) the end of 12 months at 100%; (b) over three years, 25% one year from the date of the grant, 25% two years from the date of the grant, and 50% three years from the

F-35

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

date of the grant; or (c) 33% at each grant date anniversary for three years based on the attainment of certain performance objectives. The compensation cost is recorded on a straight-line basis over the vesting period. The compensation expense for shares containing performance objectives is also recorded on a straight-line basis over the vesting period.

        During 2010, 164,962 shares of restricted stock were awarded to certain executive officers and key employees. These shares vest at (a) the end of 12 months at 100%; (b) over three years, 25% one year from the date of the grant, 25% two years from the date of the grant, and 50% three years from the date of the grant; or (c) 33% at each grant date anniversary for three years based on the attainment of certain performance objectives. The compensation cost is recorded on a straight-line basis over the vesting period. The compensation expense for shares containing performance objectives is also recorded on a straight-line basis over the vesting period.

        A summary of restricted stock activity in the 2007 Equity Incentive Plan is as follows:

	Restricted Shares			Weighted Average Grant-Date Fair Value
Non-vested restricted stock—January 1, 2008		155,333		$	24.00
Granted		214,832			7.76
Forfeited		(16,505	)		23.96
Vested		(29,955	)		24.00
Exercised		—			—
Non-vested restricted stock—December 31, 2008		323,705			14.13
Granted		860,433			7.76
Forfeited		(393	)		23.96
Vested		(47,490	)		24.00
Exercised		—			—
Non-vested restricted stock—December 31, 2009		1,136,255			14.13
Granted		164,962			5.85
Forfeited		(23,046	)		7.74
Vested		(353,297	)		9.18
Exercised		—			—
Non-vested restricted stock—December 31, 2010		924,874

F-36

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

        The following table presents the vested status of all restricted stock awards outstanding at December 31, 2010 under the 2007 Equity Incentive Plan:

	Shares		Weighted Average Grant-Date Fair Value
Total incentive shares outstanding		1,227,545	$	13.79
Vested shares		302,671		11.84
Nonvested shares		924,874	$	14.70
Unrecognized compensation related to nonvested shares	$	4,537,230
Weighted-average period related to non-vested shares (years)		1.1

        The following table presents share-based compensation expenses for continuing operations included in the Company's consolidated statements of operations:

	Years Ended December 31,
	2010		2009
Share-based compensation expense	$	3,805,937	$	3,701,227

        As of December 31, 2010, 24,455 shares of BancTec common stock were available for future grant under the 2007 Equity Incentive Plan.

2007 Non-Employee Director Equity Plan

        Restricted Stock Awards.    On January 25, 2008, 8,336 shares of restricted stock and restricted stock units were awarded to certain of the Company's non-employee directors. Restricted shares awarded under the 2007 Non-Employee Director Equity Plan vest over a three-year period at 50% after the first year, and 25% per year over the next two years. The compensation cost is recorded pro rata over the vesting period. The weighted average grant date fair value of each incentive share awarded was estimated to be $24.00.

        On December 23, 2008, 25,840 shares of restricted stock units were awarded to certain of the Company's non-employee directors. These restricted stock units vest upon issuance, but are only deliverable in cash no earlier than 180 days following the individual's termination of service as a board member.

        During 2009, 85,856 shares of restricted stock units were awarded to certain of the Company's non-employee directors. These restricted stock units vest upon issuance, but are only deliverable in cash no earlier than 180 days following the individual's termination of service as a board member.

        During 2010, 125,000 shares of restricted stock units were awarded to certain of the Company's non-employee directors. These restricted stock units vest 33% immediately, then 33% at the first and second grant date anniversary, but are only deliverable in cash no earlier than 180 days following the individual's termination of service as a board member for the shares vested at time of termination.

F-37

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

        The restricted stock unit grants to the Company's non-employee directors are classified as liabilities under the provisions of ASC 718 due to the ultimate cash payments due to the underlying holders. The obligation is subject to being marked to fair value based on the estimated fair value of the underlying common stock at each balance sheet date.

        A summary of restricted stock activity in the 2007 Non-Employee Director Plan is as follows:

	Restricted Shares			Weighted Average Grant-Date Fair Value
Non-vested restricted stock—January 1, 2008		—		$	—
Granted		34,176			11.70
Forfeited		—			—
Vested		(25,840	)		7.74
Exercised		—			—
Non-vested restricted stock—December 31, 2008		8,336			24.00
Granted		85,856			7.74
Forfeited		—			—
Exercised		—			—
Vested		(90,024	)		8.49
Non-vested restricted stock—December 31, 2009		4,168			24.00
Granted		125,000			7.19
Forfeited		—			—
Exercised		—			—
Vested		(41,666	)		7.19
Non-vested restricted stock—December 31, 2010		87,502		$	7.99

        The following table presents the vested status of all restricted stock awards outstanding at December 31, 2010 under the 2007 Non-Employee Director Equity Plan:

	Shares			Weighted Average Grant-Date Fair Value
Total incentive shares outstanding		245,032		$	8.01
Vested shares		(157,530	)		8.02
Nonvested shares		87,502		$	7.99
Unrecognized compensation related to nonvested shares	$	272,370
Weighted-average period related to non-vested shares (years)		1.0

        The grant date fair value of the awards is determined by the Company based on a third party valuation of the Company as well as other information, estimates and calculations. The following table

F-38

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

presents share-based compensation expenses for continuing operations included in the Company's Consolidated Statements of Operations:

	Years Ended December 31,
	2010		2009
Share-based compensation expense	$	562,102	$	718,160

        As of December 31, 2010, 588,302 shares of BancTec common stock were available for future grant under the 2007 Non-Employee Director Equity Plan.

2008 Equity Incentive Plan

        Effective September 3, 2008, the Company adopted the 2008 Equity Incentive Plan, which provides for the grant to employees of non-qualified stock options and restricted stock awards. 333,334 shares of BancTec common stock were made available for future grant under the 2008 Equity Incentive Plan.

        Restricted Stock Awards.    During 2008, 262,188 shares of restricted stock were awarded to certain of our executive officers. Restricted shares awarded under the 2008 Equity Incentive Plan vest over a three-year period with (a) 50% of the grant vesting 25%, 25% and 50% over 3 years and (b) 50% vesting 33.3% per year over 3 years with attainment of certain performance objectives. The compensation expense for shares containing performance objectives is recorded based on the shares that are probable of vesting at each reporting date.

        During 2008 the Company granted 49,616 shares of restricted stock to certain non-executive employees. These shares vest at (a) the end of 12 months at 100% or (b) 25%, 25% and 50% per year over 3 years.

        During 2009, the Company granted 21,624 shares of restricted stock to certain non-executive employees. These shares vest at (a) the end of 12 months at 100% or (b) 33% per year over 3 years.

        During 2010, the Company granted 8,500 shares of restricted stock to certain non-executive employees. These shares vest at (a) the end of 12 months at 100% or (b) 33% per year over 3 years.

F-39

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

        A summary of restricted stock activity in the 2008 Equity Incentive Plan is as follows:

	Restricted Shares			Weighted Average Grant-Date Fair Value
Non-vested restricted stock—January 1, 2008		—		$	—
Granted		311,804			7.74
Forfeited		—			—
Exercised		—			—
Non-vested restricted stock—December 31, 2008		311,804		$	7.74
Granted		21,624			7.74
Forfeited		(2,169	)		7.74
Exercised		—
Vested		(46,158	)		7.74
Non-vested restricted stock—December 31, 2009		285,101		$	7.74
Granted		8,500			7.74
Forfeited		(16,778	)		7.74
Exercised		—			—
Vested		(92,102	)		7.74
Non-vested restricted stock—December 31, 2010		184,721		$	7.74

        The following table presents the vested status of all restricted stock awards outstanding at December 31, 2010 under the 2008 Equity Incentive Plan:

Total incentive shares outstanding		306,008
Vested shares		121,287
Nonvested shares		184,721
Unrecognized compensation related to nonvested shares	$	975,458
Weighted-average period related to non-vested shares (years)		1.0

        The grant date fair value of the awards is determined by the Company and is based on a third party valuation of the Company as well as other information, estimates and calculations. The following table presents share-based compensation expenses for continuing operations included in the Company's Consolidated Statements of Operations:

	Years Ended December 31,
	2010		2009
Share-based compensation expense	$	740,551	$	724,489

        As of December 31, 2010, 27,326 shares of BancTec common stock were available for future grant under the 2008 Equity Incentive Plan.

F-40

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE I—EQUITY AND SHARE-BASED COMPENSATION (Continued)

2009 Equity Incentive Plan

        Effective December 2009, the Company adopted the 2009 Equity Incentive Plan, which provides for the grant to employees of non-qualified stock options and restricted stock awards. 1,500,000 shares of BancTec common stock were made available for future grant under the 2009 Equity Incentive Plan.

        Restricted Stock Awards.    During 2010, 526,500 shares of restricted stock were awarded to certain of our executive officers. Restricted shares awarded under the 2009 Equity Incentive Plan vest over a three-year period with (a) 50% of the grant vesting 25%, 25% and 50% over 3 years and (b) 50% vesting 33.3% per year over 3 years with attainment of certain performance objectives. The compensation expense for shares containing performance objectives is recorded based on the shares that are probable of vesting at each reporting date.

        A summary of restricted stock activity in the 2009 Equity Incentive Plan is as follows:

	Restricted Shares			Weighted Average Grant-Date Fair Value
Non-vested restricted stock—January 1, 2010		—		$	—
Granted		526,500			7.70
Forfeited		(57,000	)		7.74
Exercised		—			—
Non-vested restricted stock—December 31, 2010		469,500		$	7.70

        The following table presents the vested status of all restricted stock awards outstanding at December 31, 2010 under the 2009 Equity Incentive Plan:

Total incentive shares outstanding		469,500
Vested shares		0
Nonvested shares		469,500
Unrecognized compensation related to nonvested shares	$	2,332,042
Weighted-average period related to non-vested shares (years)		2.0

        The grant date fair value of the awards is based on a third party valuation of the Company. The following table presents share-based compensation expenses for continuing operations included in the Company's Consolidated Statements of Operations:

	Years Ended December 31,
	2010		2009
Share-based compensation expense	$	913,793	$	0

        As of December 31, 2010, 1,030,500 shares of BancTec common stock were available for future grant under the 2009 Equity Incentive Plan.

F-41

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE J—TAXES

        The Company adopted the provisions of FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109" ("FIN 48"), now included in ASC 740, "Income Taxes", on January 1, 2007. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. At the adoption date and as of December 31, 2010, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

        As a matter of course, the Company is periodically examined by federal, state and foreign tax authorities. The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No significant interest and penalties have been recognized by the Company to date. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months.

        With few exceptions, the Company is no longer subject to examination for its U.S. federal and state, foreign and local jurisdictions for years prior to 2007. Although the results of examinations are uncertain, based on currently available information, the Company believes that the ultimate outcome of current or pending examinations will not have a material adverse effect on the Company's financial statements.

        A valuation allowance has been provided to reduce the deferred tax asset to an amount management believes is more likely than not to be realized. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction basis. As a result, certain of the foreign subsidiaries' deferred tax assets are not reserved with a valuation allowance due to their history of profitability. The valuation allowance for continuing operations increased by a net amount of $3.9 million.

F-42

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE J—TAXES (Continued)

        The income tax expense (benefit) on net loss from continuing operations consists of the following:

			Years Ended December 31,
			2010			2009		2008
			(in thousands)
Current:
	Federal		$	—		$	215	$	—
	State			73			185		180
	Foreign			2,469			2,404		4,821
		Total current		2,542			2,804		5,001
Deferred:
	Federal			—			—		(45	)
	State			—			—		—
	Foreign			(181	)		489		(2,601	)
		Total deferred		(181	)		489		(2,646	)
			$	2,361		$	3,293	$	2,355

        Components of income (loss) from continuing operations before income taxes are as follows:

	Years Ended December 31,
	2010			2009			2008
Domestic		(26,579	)		(12,997	)		(49,938	)
Foreign		6,664			8,836			18,937
Loss from continuing operations before income taxes		(19,915	)		(4,161	)		(31,001	)

        The difference between the income tax provision on net (loss) income from continuing operations computed at the statutory federal income tax rate and the financial statement provision for taxes is summarized as follows:

		Years Ended December 31,
		2010			2009			2008
		(in thousands)
Provision (benefit) at U.S. statutory rate of 35% for all periods		$	(6,747	)	$	(1,653	)	$	(10,850	)
Increase (Decrease) in tax expense from continuing operations resulting from:
	Impact of foreign and Puerto Rico income tax rate		(19	)		(269	)		(750	)
	State income tax, net of federal income tax benefit		(526	)		2,885			263
	Change in valuation allowance		9,461			4,651			4,247
	Permanent differences		615			158			9,040
	Other, net		(423	)		(2,479	)		405
		$	2,361		$	3,293		$	2,355

F-43

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE J—TAXES (Continued)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2010 and 2009 are presented below:

			December 31,
			2010			2009
			(in thousands)
Gross deferred tax assets:
	Net operating losses		$	68,144		$	66,111
	Inventory reserves			3,771			3,468
	Receivable allowance			43			243
	Intangible assets previously deducted			249			229
	Deferred revenues			741			—
	Deferred compensation			1,651			3,117
	Foreign timing differences, net			5,314			8,659
	Depreciation			412			1,304
	Other			8,127			5,222
		Total gross deferred tax asset		88,452			88,353
Deferred tax asset valuation reserve				(81,954	)		(78,080	)
		Net deferred tax asset	$	6,498		$	10,273

        The Company's foreign and domestic net operating loss carry forwards of $194.0 million expire as follows: $1.0 million in the period from 2011 through 2015, $20.4 million in the period from 2016 through 2021, $62.0 million in the period 2022 through 2026, $100.0 million in the period 2027 through 2031 and $10.0 million with no expiration. In addition, the Company has state net operating loss carryforwards of $116.6 million in various jurisdictions.

        Undistributed earnings of foreign subsidiaries included in continuing operations were approximately $58.2 million, $87.0 million, and $43.5 million, at December 31, 2010, 2009 and 2008, respectively. No taxes have been provided on the undistributed earnings as they are considered to be permanently reinvested.

NOTE K—EMPLOYEE BENEFIT PLANS

U.S. 401(K) Plan

        The Company's Employees' Savings Plan (the "401(k) Plan") allows substantially all full-time and part-time U.S. employees to make contributions defined by Section 401(k) of the Internal Revenue Code. Beginning January 1, 2006 the Company modified its 401(k) Plan by electing to match 10% of the first 5% of the participants' qualifying total pre-tax contributions. The Company recorded expense of $0.1 million and $0.2 million for matching contributions for each of the years ended December 31, 2010 and 2009, respectively.

U.K. Pension Plan

        The Company's subsidiary in the United Kingdom provides pension benefits to retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were

F-44

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan.

        The following tables set forth the benefit obligations; the fair value of the plan assets and the funded status of the Company's pension plans; and the amounts recognized in the Company's Consolidated Financial Statements:

		Years Ended December 31,
		2010			2009
		(in thousands)
Change in Benefit Obligation
	Benefit obligation at beginning of year	$	49,963		$	35,989
	Service cost		549			273
	Interest cost		2,751			2,522
	Plan participants' contributions		486			574
	Actuarial loss (gain)		(1,825	)		6,697
	Benefits paid		(752	)		(270	)
	Foreign-exchange rate changes		(2,138	)		4,178
	Benefit obligation at end of year	$	49,034		$	49,963
Change in Plan Assets
	Fair value of plan assets at beginning of year	$	30,689		$	22,070
	Actual (loss) return on plan assets		5,059			4,004
	Employer contributions		1,760			1,746
	Plan participants' contributions		486			574
	Benefits paid		(752	)		(270	)
	Foreign-exchange rate changes		(1,311	)		2,565
Fair value of plan assets at end of year		$	35,931		$	30,689
Funded status at end of year		$	(13,103	)	$	(19,274	)
Amounts recognized in accumulated other comprehensive loss (before taxes) consists of:
	Net actuarial loss	$	9,284		$	15,374
	Net plan amendment gain		(2,118	)		(2,508	)
Net amount recognized in accumulated other comprehensive loss		$	7,166		$	12,866
Plans with underfunded or non-funded accumulated benefit obligation:
	Aggregate projected benefit obligation	$	49,034		$	49,963
	Aggregate accumulated benefit obligation		52,727			53,960
	Aggregate fair value of plan assets		35,931			30,689

F-45

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

        The liability recorded on the Company's Consolidated Balance Sheets representing the funded status of this plan is different than the cumulative expense recognized for this plan. The difference relates to losses that are deferred and that will be amortized into periodic benefit costs in future periods. These unamortized amounts are recorded in accumulated other comprehensive loss, which is a component of total stockholders' equity in the Consolidated Balance Sheets.

		Year Ended December 31, 2010			Year Ended December 31, 2009
		(in thousands)
Net actuarial loss at beginning of year, net of income taxes		$	(9,262	)	$	(5,650	)
	Amortization of net loss, before income taxes		246			306
	Net gain arising during the year, before income taxes		4,900			(6,786	)
	Net plan amendment gain, arising during the year, before income taxes		—			2,432
	Foreign currency exchange rate changes		556			(969	)
	Income taxes		(1,599	)		1,405
Net actuarial loss at end of year, net of income taxes		$	(5,159	)	$	(9,262	)

        The components of the net periodic benefit cost are as follows:

	Years Ended December 31,
	2010			2009			2008
	(in thousands)
Service Cost	$	549		$	273		$	955
Interest Cost		2,751			2,522			3,175
Expected return on plan assets		(1,984	)		(1,660	)		(2,002	)
Recognized actuarial loss		510			306			596
Net periodic benefit cost	$	1,826		$	1,441		$	2,724

        The estimated net loss for the plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year will be $0.1 million.

Valuation

        The Company uses the corridor approach in the valuation of its defined benefit plans and other postretirement benefits. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over 15 years.

F-46

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

        The following table set forth the principal weighted-average assumptions used to determine benefit obligation and net periodic benefit costs:

	December 31,
	2010			2009
Weighted-average assumptions used to determine benefit obligations
Discount rate		5.60	%		5.80	%
Rate of compensation increase		2.00	%		2.00	%

	December 31,
	2010			2009
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate		5.80	%		6.50	%
Expected asset return		6.59	%		6.75	%
Rate of compensation increase		2.00	%		2.90	%

        The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions.

        The Company assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 6.59%, which is comprised of the blended expected rates of return assumptions of 7.0%, 4.5% and 5.8% for the scheme's equities, government gilts and corporate bonds, and cash, respectively, for 2010 net periodic benefit cost. The Company assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 6.75%, which is comprised of the blended expected rates of return assumptions of 6.8%, 6.8% and 2.0% for the scheme's equities, government gilts and corporate bonds, and cash, respectively, for 2009 net periodic benefit cost. The Company's expected rate of return for equities is derived by applying an equity risk premium to the expected yield on the fixed-interest 15 year UK government gilts. The Company evaluated a number of indicators including prevailing market valuations and conditions, corporate earnings expectations, and the estimates of long-term economic growth and inflations to derive the equity risk premium. The expected return on the gilts and corporate bonds typically reflect market condition at the balance sheet date, and the nature of the bond holdings.

        The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan's liabilities. The index utilized reflected the market's yield requirements for these types of investments.

        The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the UK government's target rate for inflation (RPI) at 3.6%.

F-47

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

        The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the time scale covered, may not necessarily be borne out in practice. The Company estimates that a 50 basis point decline in the expected long-term rate of return will increase its annual pension expense by an estimated $0.2 million. In addition, the same basis point decline in the discount rate will increase annual expenses and benefit obligations by approximately $0.4 million and $5.4 million, respectively.

Plan Assets

        The investment objective for the plan is to earn, over moving fifteen to twenty year periods, the long-term expected rate of return, net of investment fees and transaction costs, to satisfy the benefit obligations of the plan, while at the same time maintaining sufficient liquidity to pay benefit obligations and proper expenses, and meet any other cash needs, in the short- to medium-term.

        The weighted average asset allocations for the Company's defined benefit plans at December 31, 2010 and 2009, are as follows:

	December 31,
	2010			2009
Domestic and overseas equities		79.0	%		78.0	%
UK government and corporate bonds		21.0	%		22.0	%
Cash		0.0	%		0.0	%
Total		100.0	%		100.0	%

        The Company's investment policy related to the defined benefit plans is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the funds. No specific targeted allocation percentages have been set by category, but are at the direction and discretion of the plan trustees. During 2009 and 2010, all contributions made to the fund were in these categories.

        The Company's funding is based on governmental requirements and differs from those methods used to recognize pension expense. The Company expects to contribute $2.0 million to the pension plan during 2011, based on current plan provisions.

        Pension benefit payments expected to be paid to plan participants are as follows:

Year	(in thousands)
2011	$	1,267
2012		614
2013		764
2014		755
2015		678
2016 and thereafter		5,755
Total	$	9,833

F-48

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

        The Company adopted certain provisions of ASC Topic 715-20-50 on January 1, 2009. This topic requires enhanced disclosures about the plan assets of a company's defined benefit pension plans intended to provide financial statement users with a greater understanding of the inputs and valuation techniques used to measure the fair value of plan assets and the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period using the framework established under FASB ASC Topic 820, "Fair Value Measurements and Disclosures." FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three levels of inputs used to measure fair value are as follows:

Level 1—	unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company
Level 2—	inputs that are observable in the marketplace other than those inputs classified as Level 1
Level 3—	inputs that are unobservable in the marketplace and significant to the valuation

        The Company's defined benefit plan assets are measured at fair value on a recurring basis and include the following items:

        Domestic and overseas equities:     Composed of various funds whose diversified portfolio comprised of foreign and domestic equities. Investments are valued at the net asset value of units held by the plan at year-end.

        UK government and corporate bonds:     Investments are valued at the net asset value of units held by the plan at year-end.

        The following table sets forth the fair values of the Company's pension plans assets as of December 31, 2010:

		Fair Value Measurement Using
		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Unobservable Inputs (Level 2)		Significant Observable Inputs (Level 3)		Total
		(In thousands)
Assets
Cash and cash equivalent		$	94	$	—	$	—	$	94
UK government bonds			—		3,729		—		3,729
UK corporate bonds			—		3,682		—		3,682
Domestic and overseas equities			—		28,426		—		28,426
	Total pension assets	$	94	$	35,837	$	—	$	35,931

F-49

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE K—EMPLOYEE BENEFIT PLANS (Continued)

Executive Deferred Compensation Plan

        The Company has individual arrangements with seven former executives in the U.S. which provide for fixed payments to be made to each individual beginning at age 65 and continuing for 20 years. This is an unfunded plan with payments to be made from operating cash of the Company. The weighted average discount rate used as of December 31, 2010 and 2009 was 5.2% and 5.7%, respectively. Benefit payments of $0.3 million and $0.3 million were made during each of the years ended December 31, 2010 and 2009, respectively. The expense for the years ended December 31, 2010 and 2009 was $0.2 million. The balance of this obligation is $4.0 million as of both December 31, 2010 and 2009 and is classified in Other Liabilities in the accompanying Consolidated Balance Sheets. Benefit payments expected to be paid to plan participants in 2011 are $0.3 million.

NOTE L—COMMITMENTS AND CONTINGENCIES

        Leases.    The Company leases certain sales and service office facilities and equipment under non-cancelable operating leases expiring through year 2019. Total Company rent expense for the years ended December 31, 2010, 2009, and 2008 was $11.0 million, $7.6 million, and $7.4 million, respectively.

        Future minimum payments under non-cancelable operating leases are as follows:

Year	(in thousands)
2011	$	9,568
2012		8,245
2013		5,451
2014		2,996
2015		2,380
Thereafter		4,777
	$	33,417

        Letters of Credit.    The portion of the Revolver used for letters of credit includes $0.2 million to secure an operating lease on an office facility. There is $9.8 million remaining on the letter of credit facility under the Revolver.

        Litigation.    The Company and its subsidiaries are parties to various legal proceedings. Although the ultimate disposition of such proceedings is not presently determinable, in the opinion of the Company none of such proceedings are currently expected to have an outcome that will have a material adverse impact on the financial position or results of operations or cash flows of the Company and the Company does not believe that any losses that may be incurred in excess of the amounts already accrued would be material.

NOTE M—BUSINESS SEGMENT DATA

        Reportable segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the company's chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Management has chosen to structure the organization around product lines and geography.

F-50

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE M—BUSINESS SEGMENT DATA (Continued)

        In 2007, the Company reported its operations as three primary segments: (1) the Americas (2) EMEA and (3) ITSM. As discussed in note A to the Consolidated Financial Statements, the Company sold its ITSM operating segment on January 15, 2009. Accordingly, the segment disposal group is not included in the segment discussion below.

        Americas and Europe, Middle East and Africa.    The Americas and EMEA offer similar systems-integration and business-process solutions and services and market to similar types of clients. The solutions offered primarily involve high-volume transaction processing using advanced technologies that capture, process and archive paper and electronic documents.

        No customer accounted for greater than 10% of revenue in 2010. A single customer accounted for 10.7% of total revenues for the year ended December 31, 2009.

        Whenever possible, the Company uses market prices to determine inter-segment pricing. Other products are transferred at cost or cost plus an agreed upon mark-up. Capital appropriations include leased assets.

        The following table sets forth the conformed segment information for 2010, 2009 and 2008:

	Americas			EMEA		Corp/Elims			Total
	(In thousands)
For the twelve months ended December 31, 2010
Revenue from external customers	$	115,885		$	138,327	$	—		$	254,211
Intersegment revenue		4,614			6,015		(10,629	)		—
Segment gross profits		20,896			47,297		—			68,192
Segment operating income (loss)		(579	)		7,967		(21,890	)		(14,503	)
Depreciation/amortization		8,352			9,198		3,217			20,767
Interest expense		(4	)		402		3,723			4,121
Segment identifiable assets		85,861			141,740		(5,564	)		222,037
Capital appropriations		5,609			8,235		2,884			16,728
Goodwill		28,802			18,222		—			47,024
For the twelve months ended December 31, 2009
Revenue from external customers	$	146,978		$	125,654	$	—		$	272,632
Intersegment revenue		13,520			4,475		(17,995	)		—
Segment gross profits		37,161			37,610		—			74,771
Segment operating income (loss)		14,294			6,179		(19,269	)		1,204
Depreciation/amortization		9,200			6,242		3,331			18,773
Interest expense		—			125		4,116			4,241
Segment identifiable assets		95,979			73,344		21,491			190,814
Capital appropriations		7,201			9,612		1,416			18,229
Goodwill		28,790			1,941		—			30,731

F-51

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE M—BUSINESS SEGMENT DATA (Continued)

	Americas			EMEA		Corp/Elims			Total
	(In thousands)
For the twelve months ended December 31, 2008
Revenue from external customers	$	136,333		$	135,587	$	—		$	271,920
Intersegment revenue		4,334			9,453		(13,787	)		—
Segment gross profits		32,520			43,243		456			76,219
Segment operating income (loss)		(13,611	)		10,458		(28,351	)		(31,504	)
Depreciation/amortization		8,918			4,465		4,799			18,182
Interest expense		—			141		3,442			3,583
Segment identifiable assets		96,143			69,021		27,478			192,642
Capital appropriations		12,220			9,941		2,285			24,446
Goodwill		28,740			1,757		—			30,497

NOTE N—GEOGRAPHIC OPERATIONS

        The Company operates in the following geographic areas: the United States, the UK, and other international areas consisting primarily of Canada, France, Sweden, Germany, and the Netherlands. Inter-area sales to affiliates are accounted for at established transfer prices.

        The Company attributes revenues to individual countries based on which country generated the associated invoice. Sales to unaffiliated clients and affiliates for the years ended December 31, 2010, 2009 and 2008, and long-lived assets, other than deferred taxes, at the end of each of those periods, classified by geographic area, are as follows:

		United States		United Kingdom		Other International		Eliminations			Consolidated
		(In thousands)
Year ended December 31, 2010
	Sales to unaffiliated customers	$	104,265	$	46,686	$	103,260	$	—		$	254,211
	Inter-area sales to affiliates		9,089		1,615		—		(10,704	)		—
	Long-lived assets other than deferred taxes		67,552		11,161		40,301		(85	)		118,829
Year ended December 31, 2009
	Sales to unaffiliated customers	$	134,100	$	57,758	$	80,774	$	—		$	272,632
	Inter-area sales to affiliates		13,007		2,340		2,648		(17,995	)		—
	Long-lived assets other than deferred taxes		70,518		12,165		14,093		—			96,777
Year ended December 31, 2008
	Sales to unaffiliated customers	$	124,230	$	71,473	$	76,217	$	—		$	271,920
	Inter-area sales to affiliates		4,334		2,410		7,043		(13,787	)		—
	Long-lived assets other than deferred taxes		26,935		4,658		5,796		—			37,389

F-52

BANCTEC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE O—RELATED PARTY TRANSACTIONS

        Brian Rathe, a principal owner and President of DocuData prior to its acquisition by us, became our employee and also remained in his position as President of DocuData following the acquisition. Mr. Rathe's employment terminated during 2010. Prior to such acquisition, DocuData entered into two separate lease agreements: (a) the first dated June 10, 2004 and later amended on May 14, 2009, which has since expired and been replaced by a new lease agreement dated October 1, 2009, with 3724 Dacoma Partners Ltd. ("3724 Dacoma") for 16,200 square feet of an office building in Houston, Texas, which expires on September 30, 2012, and has a current annualized rental rate of $128,004 (the "Dacoma Lease") and (b) the second dated January 4, 2006 and later amended on February 20, 2008, with 7777 Carpenter Partners, Ltd. ("7777 Carpenter") for 32,050 square feet of an office building in Dallas, Texas, which expires on March 1, 2013, and has a current annualized rental rate of $168,000 (the "Carpenter Lease"). The aggregate amount of rental payments for the Dacoma Lease and the Carpenter Lease from March 2008 through the applicable current expiration dates of the lease agreements are $642,685 and $840,000, respectively. Mr. Rathe is a limited partner and 50% owner of 3724 Dacoma and 7777 Carpenter, and, therefore, has a direct financial interest in both the Dacoma Lease and the Carpenter Lease. Our board of directors has approved both of these lease agreements.

NOTE P—SUBSEQUENT EVENTS

        During February 2011, the Company awarded 287,000 shares of restricted stock to certain employees under the 2009 Equity Incentive Plan. These grants will vest over three years using both time- and performance-based criteria. The total value of this grant, assuming all performance criterion are met and all shares vest, is approximately $1.4 million.

        During April 2011, the Company awarded 20,000 shares of restricted stock to certain employees under the 2008 Equity Incentive Plan. These grants will vest over three years, subject to time-based criteria. All shares granted will be valued at a price determined by the Company based on third-party valuation and other information, calculations and estimates. The total value of this grant, assuming all shares vest, is approximately $0.1 million.

        During April 2011, the Company awarded a total of 79,115 shares of restricted stock units to our non-employee directors under the 2007 Director Plan. These units will vest one year from the date of grant. The units cannot be settled for cash until 180 days from the director's termination from the board. These restricted stock units will be valued at the public offering price.

        On April 19, 2011, the Company amended the Revolver. The amendment to the Revolver is described in Note G.

        The Company evaluated all events and transactions that occurred after December 31, 2010 through April 29, 2011, the date that these consolidated financial statements were available to be issued.

F-53

BANCTEC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(dollars in thousands)

			June 30, 2011			December 31, 2010
CURRENT ASSETS:
	Cash and cash equivalents		$	9,036		$	15,007
	Accounts receivable, less allowance for doubtful accounts of $653 and $1,023, respectively			51,478			56,827
	Inventories, net			14,729			11,462
	Prepaid expenses			10,214			7,784
	Income taxes receivable			2,751			3,271
	Other current assets			1,095			1,187
		Total current assets		89,303			95,538
PROPERTY, PLANT AND EQUIPMENT, AT COST:
	Land			874			874
	Field support spare parts			31,865			31,341
	Systems and software			87,496			84,949
	Machinery and equipment			28,972			27,917
	Furniture, fixtures and other			9,726			9,342
	Buildings			26,145			25,878
	Construction in process			914			1,214
				185,992			181,515
	Less accumulated depreciation and amortization			(156,017	)		(145,694	)
		Property, plant and equipment, net		29,975			35,821
OTHER ASSETS:
	Goodwill			48,550			47,024
	Other intangible assets, net			16,414			15,731
	Outsourcing contract costs, net			11,585			11,665
	Deferred tax assets			8,347			7,570
	Other assets			9,423			8,688
	Total other assets			94,319			90,678
TOTAL ASSETS			$	213,597		$	222,037
CURRENT LIABILITIES:
	Current obligations under capital leases, financing arrangements and revolver		$	49,630		$	46,315
	Trade accounts payable			17,610			15,914
	Other accrued expenses and liabilities			38,337			47,640
	Deferred revenue			19,626			19,127
	Liabilities of discontinued operations held for sale			387			866
		Total current liabilities		125,590			129,862
OTHER LIABILITIES:
	Long-term debt and financing arrangements, less current portion			14,633			15,428
	Pension liability			12,963			13,102
	Other liabilities			7,084			6,884
	Deferred tax liability			1,825			1,867
		Total other liabilities		36,505			37,281
		Total liabilities		162,095			167,143
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
	Preferred stock, par value $0.01 per share-10,000,000 shares authorized and 0 outstanding as of June 30, 2011 and December 31, 2010			—			—
	Series A Junior Participating Preferred Stock, par value $0.01 per share-1,000,000 shares authorized and 0 outsanding as of June 30, 2011 and December 31, 2010			—			—
	Common stock—authorized, 100,000,000 shares of $.01 par value at June 30, 2011 and December 31, 2010
		Issued 18,268,501 shares, outstanding 18,008,048 shares at June 30, 2011; Issued 17,795,367 shares, outstanding 17,534,082 shares at December 31, 2010;		180			176
	Additional paid-in capital			444,132			441,509
	Treasury stock			(1,309	)		(863	)
	Accumulated deficit			(379,955	)		(370,826	)
	Accumulated other comprehensive loss:
		Foreign currency translation adjustment		(6,185	)		(9,943	)
		Unrealized plan amendment gains, net of tax of $591 and $594, respectively		1,519			1,524
		Unrealized pension actuarial loss, net of tax of ($2,650) and ($2,600), respectively		(6,880	)		(6,683	)
	Total accumulated other comprehensive loss			(11,546	)		(15,102	)
	Total stockholders' equity			51,502			54,894
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	213,597		$	222,037

See notes to condensed consolidated financial statements

F-54

BANCTEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010
REVENUE
	Equipment and software		$	16,394		$	11,921		$	27,639		$	24,182
	Software services			9,758			8,538			20,691			17,516
	Maintenance and other services			16,856			15,123			33,506			30,748
	Business process outsourcing			23,946			23,028			46,709			48,504
				66,954			58,610			128,545			120,950
COST OF SALES
	Equipment and software			9,926			9,265			18,413			18,873
	Software services			2,882			3,064			6,105			6,876
	Maintenance and other			12,862			11,683			25,827			23,858
	Business process outsourcing			21,525			21,339			41,696			44,559
				47,195			45,351			92,041			94,166
Gross profit				19,759			13,259			36,504			26,784
OPERATING EXPENSES
	Research and development			1,481			1,488			3,096			2,545
	Selling, general and administrative			18,846			18,912			38,162			37,314
				20,327			20,400			41,258			39,859
Operating loss				(568	)		(7,141	)		(4,754	)		(13,075	)
OTHER INCOME (EXPENSE)
	Interest income			15			1			15			18
	Interest expense			(1,414	)		(924	)		(2,692	)		(1,842	)
	Sundry, net			(491	)		1,994			(476	)		2,596
LOSS FROM OPERATIONS BEFORE INCOME TAXES				(2,458	)		(6,070	)		(7,907	)		(12,303	)
INCOME TAX EXPENSE (BENEFIT)				459			(828	)		1,222			(402	)
NET LOSS			$	(2,917	)	$	(5,242	)	$	(9,129	)	$	(11,901	)
Per Share Data
	Basic and diluted
		Net loss per share	$	(0.18	)	$	(0.33	)	$	(0.56	)	$	(0.74	)
WEIGHTED AVERAGE SHARES
	Basic and diluted			16,415			16,039			16,343			15,995

See notes to condensed consolidated financial statements

F-55

BANCTEC, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(in thousands)

		Common Stock shares			Common Stock		Additional Paid in Capital			Treasury Shares			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Balances at December 31, 2010		17,534		$	176	$	441,509		$	(863	)	$	(370,826	)	$	(15,102	)	$	54,894
Treasury stock transactions			(106	)		—		—			(446	)		—			—			(446	)
Foreign currency translation adjustments			—			—		—			—			—			3,758			3,758
Net loss			—			—		—			—			(9,129	)		—			(9,129	)
Registration expense—2011 S-1 filing			—			—		(661	)		—			—			—			(661	)
Unrealized pension actuarial loss, net			—			—		—			—			—			(196	)		(196	)
Unrealized plan amendment gain, net			—			—		—			—			—			(6	)		(6	)
Stock-based compensation			580			4		3,284			—			—			—			3,288
	Balances at June 30, 2011		18,008		$	180	$	444,132		$	(1,309	)	$	(379,955	)	$	(11,546	)	$	51,502

See notes to condensed consolidated financial statements

F-56

BANCTEC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

(in thousands)

				Six Months Ended June 30,
				2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(9,129	)	$	(11,901	)
Adjustments to reconcile net loss to cash flows provided by (used in) operations:
	Depreciation and amortization				10,832			9,855
	Provision for doubtful accounts				180			36
	Deferred income tax benefit				(919	)		(270	)
	Stock-based compensation				3,211			3,082
	Loss on disposition of property, plant and equipment				45			67
Changes in operating assets and liabilities (net of effect of acquisitions)
	Accounts receivable				7,813			9,532
	Inventories				(417	)		(3,141	)
	Other assets				(1,019	)		(2,086	)
	Trade accounts payable				391			27
	Deferred revenue				(777	)		546
	Other accrued expenses and liabilities				(7,935	)		(6,245	)
			Cash flows provided (used in) by continuing operations		2,276			(498	)
			Cash flows used in discontinued operations		(479	)		—
			Cash flows provided by (used in) operating activities		1,797			(498	)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property, plant and equipment			$	(1,770	)	$	(4,465	)
	Purchase of businesses, net of cash acquired				(5,402	)		(3,614	)
	Increase in capitalized software costs				(1,540	)		(751	)
	Increase in outsourcing contract costs				(1,965	)		(1,887	)
			Cash flow used in investing activities		(10,677	)		(10,717	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Payment of current maturities of capital lease and financing obligations			$	(2,241	)	$	(1,905	)
	Proceeds from (payments on) short-term borrowings, net				4,744			13,974
	Purchase of treasury stock				(446	)		(532	)
	Recapitalization expenses				—			(1,460	)
			Cash flows provided by financing activities		2,057			10,077
EFFECT OF EXCHANGE RATE CHANGES ON CASH					852			(1,189	)
NET DECREASE IN CASH AND CASH EQUIVALENTS					(5,971	)		(2,327	)
CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD					15,007			9,866
CASH AND CASH EQUIVALENTS—END OF PERIOD				$	9,036		$	7,539
SUPPLEMENTAL DISCLOSURE INFORMATION
	Cash paid during the period for:
		Interest		$	2,722		$	2,197
		Taxes			1,147			2,760

See notes to condensed consolidated financial statements

F-57

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

        BancTec, Inc. ("BancTec" or the "Company"), a Delaware corporation, is a worldwide provider of comprehensive enterprise content management, image capture devices, infrastructure support services and payment processing solutions. The Company helps clients create business efficiencies through innovative technology and services by combining advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment. These solutions are subsequently maintained and supported by the Company's service operations.

        In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements contain all material adjustments, consisting principally of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

        The preparation of the Company's Unaudited Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities and the reported amounts of revenues, costs and expenses during the reporting period. Actual results could differ from those estimates.

Discontinued Operations

        On December 11, 2008, the Company signed a definitive agreement to sell its computer repair business, including licenses, contracts and assets for cash and notes receivable. The Company completed this sale for cash of $10 million and $7.5 million in notes receivable on January 15, 2009. As required, the results of operations and cash flows of the Information Technology Services Management ("ITSM") operating segment have been presented as Discontinued Operations in the accompanying Consolidated Statements of Operations and Consolidated Statements of Cash Flow. The related liabilities are presented as Liabilities of Discontinued Operations Held for Sale in the accompanying Consolidated Balance Sheet at June 30, 2011 and December 31, 2010.

Cash and Cash Equivalents

        Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with original maturities of three months or less.

Property, Plant, and Equipment

        Property, plant, and equipment are recorded at cost and are depreciated or amortized principally on a straight-line basis over the estimated useful lives of the related assets. Depreciation expense is reflected in both cost of sales and selling, general and administrative expense. Depreciation expense for the three months ended June 30, 2011 and 2010 was $3.0 million and $3.0 million, respectively. Depreciation expense for the six months ended June 30, 2011 and 2010 was $6.1 million and $6.1 million, respectively.

F-58

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

        The Company derives revenue primarily from four sources: (1) equipment and software sales—systems integration solutions which address complex data and paper-intensive work processes, including advanced web-enabled imaging and workflow technologies with both BancTec-manufactured equipment and third-party equipment, (2) software services—primarily software maintenance or PCS and other support, (3) maintenance and other services—consisting primarily of design, development and maintenance, all aspects of desktop outsourcing, including field engineering, as well as help desk and LAN/WAN network outsourcing, and (4) business process outsourcing—services provided for payment processing, accounts payable processing, mailroom processes and other services.

        Revenue is realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Delivery does not occur until products have been shipped or services have been provided to the client, risk of loss has transferred to the client, and either client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in the client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

        If a contract involves the provision of a single element, revenue is generally recognized when the product or service is provided and the amount earned is not contingent upon any future event. If the service is provided evenly during the contract term but service billings are irregular, revenue is recognized on a straight-line basis over the contract term. The Company recognizes revenue on sales to resellers and distributors (herein referred to as "resellers") when the reseller has economic substance apart from the Company, credit risk, title and risk of loss to the inventory, the fee to the Company is not contingent upon resale or payment by the end user, the Company has no further obligations related to bringing about resale or delivery and all other revenue recognition criteria have been met.

        The Company also enters into multiple-element arrangements, which may include any combination of hardware, software, services or maintenance.

        With respect to multiple-element arrangements that do not include software or software elements, as well as for arrangements that include tangible products containing both software and nonsoftware components that function together to deliver the product's essential functionality, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition," the arrangement is separated into more than one unit of accounting if both of the following criteria are met:

•

The delivered item(s) has value to the client on a stand-alone basis;

•

If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.

        If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized on a straight-line basis over the period of delivery or being deferred until the earlier of when such criteria are met or when the last element is delivered. For these

F-59

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

multiple-element arrangements, we allocate the arrangement consideration based on the relative selling price of each element. The hierarchy for determining relative selling price is:

1)

Vendor specific objective evidence ("VSOE") of fair value



2)

Third party evidence of fair value



3)

Best estimate of selling price

        With respect to multiple-element arrangements that are comprised solely of software and software elements, in accordance with ASC Topic 605, the revenue is allocated to the various elements based on VSOE of fair value, which is limited to the following:

•

The price charged when the same element is sold separately;

•

For an element not yet being sold separately, the price established by management having the relevant authority; or

•

Substantive renewal rates stated in a contract.

        If these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized on a straight-line basis or being deferred until the earlier of when such criteria are met or when the last element is delivered. For software arrangements with multiple elements, we apply the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered item(s) equals the total arrangement consideration less the aggregate VSOE of fair value of the undelivered item(s). We determine fair value of the undelivered elements based on historical evidence of stand-alone sales of these elements to our customers. When VSOE does not exist for undelivered elements such as maintenance and support, the entire arrangement fee is recognized ratably over the performance period.

        The Company recognizes revenue on delivered elements only if: (a) any undelivered products or services are not essential to the functionality of the delivered products or services, (b) the Company has an enforceable claim to receive the amount due in the event it does not deliver the undelivered products or services, (c) there is evidence of the fair value for each undelivered product or service, and (d) the revenue recognition criteria otherwise have been met for the delivered elements. Otherwise, revenue on delivered elements is recognized when the undelivered elements are delivered. If substantive client acceptance is required, revenue is recognized when proof of client acceptance has been received in accordance with the completed contract method.

Software and software elements (including equipment, installation and training)

        Consistent with ASC Topic 605, revenue from perpetual (one-time charge) license software is recognized at the inception of the license term if all revenue recognition criteria have been met, including separating elements based on VSOE of fair value of each element, or of the undelivered elements under the residual method. Revenue from maintenance, unspecified upgrades on a when-and-if-available basis and technical support is recognized over the period such items are delivered.

F-60

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In the case of software arrangements that require significant production, modification, or customization of software, or the license agreements require the Company to provide implementation services that are determined to be essential to other elements of the arrangement, the Company follows the guidance in ASC Topic 605. If substantive client acceptance is required, revenue is recognized when proof of client acceptance, which is after or concurrent with training and installation, has been received in accordance with the completed contract method. Historically for our hardware and software solution sales, substantially all systems required substantive customer acceptance. If substantive client acceptance is not required, the percentage of completion method is used when reasonably dependable estimates can be made, and revenue is recognized on a constant margin as contract milestones or other output based measures are achieved. The related cost of each milestone is recognized as revenue is recognized. Elements that are not within the scope of ASC Topic 605 are based on each element's VSOE of fair value.

Software development

        The Company has begun to provide software development services to its customers. This solution-based approach allows the Company to customize software applications that address each client's unique document processing needs. The software applications are not dependent on legacy BancTec systems and can be deployed on numerous third-party vendor hardware. The Company accounts for such software development under the percentage of completion guidance contained within ASC Topic 605. Certain contracts may contain intermediate customer acceptance milestones. Management measures progress as developmental milestones are achieved.

Non-software equipment

        The Company recognizes revenue from sales of non-software related equipment and supplies when risk of loss has transferred to the client and there are no unfulfilled company obligations or upon the client's final acceptance of the arrangement. Any costs of remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue is recognized.

Post-contract client support

        Maintenance contracts are primarily one year in duration and the revenue generated is generally recognized ratably over the term of the contract.

Maintenance services not classified as postcontract client support

        The Company's services revenue is primarily billed based on contractual rates and terms, and the Company generally recognizes revenue as these services are performed which, in some cases, is ratably over the contract term. Certain clients advance funds prior to the performance of the services which are recorded as maintenance contract deposits. The Company recognizes revenues as services are performed over time or on a "per call" basis. Certain estimates are used in recognizing revenue on a "per call" basis related to breakdown rates, contract types, calls related to specific contract types, and contract periods. The Company uses its best judgment to relate calls to contracts. In addition, as actual breakdown experience rates are compared to estimates, such estimates may change over time and will result in adjustments to the amount of "per call" revenue.

F-61

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business process outsourcing

        The Company provides business process outsourcing services ("BPO") under contracts on a unit-price or fixed-price basis, which may extend up to 10 or more years. These contracts involve a single-service element and revenue is generally recognized when the Company performs the services or processes transactions in accordance with contractual performance standards. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. In some of these arrangements, the Company hires client employees and becomes responsible for certain client obligations. The Company continuously reviews and reassesses the estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which the Company is paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver the services, and other factors affecting revenues and costs.

Research and Development

        Research and development costs are expensed as incurred. Research and development costs for the three months ended June 30, 2011 and 2010 were $1.5 million and $1.5 million, respectively. Research and development costs for the six months ended June 30, 2011 and 2010 were $3.1 million and $2.5 million, respectively.

Fair Value of Financial Instruments

        At June 30, 2011 and December 31, 2010, the Company's financial instruments included cash and cash equivalents, trade receivables, accounts payable and long-term debt. Due to the short-term maturities of cash and cash equivalents, trade receivables and accounts payable, the carrying amounts approximate fair values at the respective balance sheet dates. The carrying value of the borrowings outstanding under the Revolving Credit Facility approximates fair value as the underlying interest rate is variable based on outstanding LIBOR or similar rates.

Foreign Currency Translation

        Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of stockholders' equity and comprehensive income (loss). Transaction gains and losses are included in results of operations in "Sundry, net." Foreign currency transaction gains (losses) for the three months ended June 30, 2011 and 2010 were $(0.6) million and $(1.5) million, respectively. Foreign currency transaction gains (losses) for the six months ended June 30, 2011 and 2010 were $(0.5) million and $(0.6) million, respectively. The Company does not currently hedge any of its net foreign currency exposure.

F-62

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based compensation

2007 Equity Incentive Plan

        Restricted Stock Awards.    During January 2010, the Company awarded 51,162 shares of restricted stock to certain employees under the 2007 Equity Incentive Plan. These shares will vest using both time- and performance based criteria over three years and are valued at $7.74 per share. The compensation cost is recorded on a straight-line basis over the vesting period.

2008 Equity Incentive Plan

        Restricted Stock Awards.    During January 2010, the Company awarded 8,500 shares of restricted stock to certain non-executives. These shares vest over time with vesting periods between one and three years and are valued at $7.74 per share. During April 2011, the Company awarded 20,000 shares of restricted stock to certain non-executives. These shares vest over time with a vesting period of three years and are valued at $4.74 per share. The compensation cost is recorded on a straight-line basis over the vesting period.

2009 Equity Incentive Plan

        Restricted Stock Awards.    During January 2010, the Company awarded 519,500 shares of restricted stock to certain employees. These shares vest over time with vesting periods between 1 and 3 years and are valued at $7.74 per share. During February 2011, the Company awarded 287,000 shares of restricted stock to certain employees. During June 2011, the Company awarded 290,000 shares of restricted stock to certain employees. These grants will vest over three years using both time- and performance based criteria and are valued at $4.74 per share. The compensation cost is recorded on a straight-line basis over the vesting period.

2007 Non-Employee Director Equity Plan

        Restricted Stock Unit Awards.    During January 2010, the Company awarded 100,000 shares of restricted stock units to certain of our non-employee directors. During April 2011, the Company awarded 79,115 shares of restricted stock units to our non-employee directors. The restricted stock units awarded under the 2007 Non-Employee Director Equity Plan vest upon issuance; however, the units cannot be settled for cash until 180 days from the director's termination from the board. Compensation cost is recorded as vesting occurs. The restricted stock units issued in 2010 were valued at $7.74 per share, and the restricted stock units issued in 2011 were valued at $4.74 per unit. Since these restricted stock units are liability awards to be settled in cash, the associated liability is adjusted to fair market value at each reporting date.

F-63

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        A summary of restricted stock and restricted stock units activity under stock-based compensation plans for the six months ended June 30, 2011 is as follows:

		2007 Equity Incentive Plan			2008 Equity Incentive Plan			2009 Equity Incentive Plan			2007 Non-Employee Directors' Plan
Balance at December 31, 2010			1,227,551			306,008			469,500			245,032
	Grants		—			20,000			577,000			79,115
	Forfeitures		(500	)		(15,167	)		(1,125	)		—
	Exercised		(77,423	)		(4,408	)		(24,711	)		—
Balance at June 30, 2011			1,149,628			306,433			1,020,664			324,147

New Accounting Pronouncements

        In 2009, the FASB issued changes to revenue arrangements with multiple deliverables in ASU 2009-13, "Multiple-Deliverable Revenue Arrangements." (Topic 605—Revenue Recognition) and Accounting Standards Update ("ASU") 2009-14, "Certain Revenue Arrangements that Include Software Elements" (Topic 985—Software) The new standards modify the revenue recognition guidance for certain arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. The new standards provide principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standards also expand the disclosure requirements for multiple deliverable revenue arrangements. We adopted ASU 2009-13 and ASU 2009-14 on January 1, 2011. The adoption of these standards did not have a material impact on our Unaudited Condensed Consolidated Financial Statements.

        In January 2010, the FASB issued ASC Topic 820 "Fair Value Measurements and Disclosures" amending and clarifying requirements for fair value measurements and disclosures. The new guidance requires disclosure of transfers in and out of Level 1 and Level 2 and a reconciliation of all activity in Level 3. The guidance also requires detailed disaggregation disclosure for each class of assets and liabilities in all levels, and disclosures about inputs and valuation techniques for Level 2 and Level 3. The guidance is effective at the start of interim or annual reporting periods beginning after December 15, 2009 and the disclosure reconciliation of all activity in Level 3 is effective at the start of annual reporting periods beginning after December 15, 2010. We adopted ASC Topic 820 on January 1, 2011. The adoption of ASC Topic 820 did not have a material impact on our Unaudited Condensed Consolidated Financial Statements.

        In December 2010, the FASB issued ASU 2010-29, "Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations" which will change the disclosures of supplementary pro forma information for business combinations. The new standard clarifies that if a public entity completes a business combination and presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures under ASC Topic 805 to include a description of the nature and amount of material,

F-64

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective for any business combination we complete on or after January 1, 2011.

Earnings Per Share

        Basic earnings per share ("EPS") is based only on the weighted average number of common shares outstanding, excluding any dilutive effect of options or other dilutive securities. Diluted earnings per share is based on the weighted average number of common shares and potentially dilutive common shares.

        Restricted stock awards that have been issued but have not vested are included in the shares issued and outstanding on our Unaudited Condensed Consolidated Balance Sheets, however they are excluded from the calculation of basic EPS since the underlying vesting requirements necessary to earn the right to the shares have not been satisfied. Awards of restricted stock units pursuant to the 2007 Non-Employee Director Plan may only be settled in cash, and as such do not represent shares issued or outstanding, and are not considered in the calculation of basic or diluted earnings per share.

        For all periods presented, basic and diluted EPS are computed without consideration to potentially dilutive instruments because the Company incurred losses which would make such instruments antidilutive. As such, EPS is calculated as net loss divided by weighted average common shares outstanding.

Comprehensive Income (Loss)

        Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders' equity that are excluded from net income. Comprehensive income (loss) consisted of (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
	(in thousands)
Net loss	$	(2,917	)	$	(5,242	)	$	(9,129	)	$	(11,901	)
Foreign currency translation adjustments		117			(2,523	)		3,758			(4,593	)
Unrealized pension plan amendment (losses) gain, net of tax		(32	)		(70	)		(6	)		(306	)
Unrealized pension actuarial (losses) gain, net of tax		(8	)		195			(196	)		1,166
Total comprehensive loss	$	(2,840	)	$	(7,640	)	$	(5,573	)	$	(15,634	)

NOTE B—ACQUISITIONS

ECM Solutions

        On June 3, 2010, the Company acquired all of the shares and related assets and liabilities of Beta Systems ECM Solutions GMBH ("ECM"), a German company. The purchase price totaled $22.5 million consisting of $9.3 million in cash and $13.2 million in contractual future payments. The

F-65

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE B—ACQUISITIONS (Continued)

Company acquired ECM in order to extend its solutions business presence in Europe and Central Africa. Transaction expenses were approximately $1.4 million.

        The preliminary purchase price allocation of ECM is as follows (in thousands):

			Value Assigned			Life in Years
Current assets			$	16,845		N/A
Fixed assets				2,020		1 to 7 years
Current liabilities				(16,101	)	N/A
Noncurrent liabilities				(1,934	)
Goodwill				15,208		Indefinite
Intangible assets
	Customer contract			6,490		5.6 years
		Total assets identified	$	22,528
		Cash acquired		(1,285	)
			$	21,243

        The purchase price has been allocated to the underlying assets and liabilities based on respective estimated fair values at June 1, 2010. The Company engaged a third-party firm to assist in determining the estimated fair values of the customer contracts intangible asset and various tangible assets and liabilities. The goodwill resulting from this transaction resides solely in the EMEA segment.

NOTE C—INVENTORIES, NET

        Inventories are valued at lower of cost or market and include the cost of raw materials, labor, factory overhead, and purchased subassemblies. Cost is determined using the first-in, first-out and weighted average methods.

        Inventory consists of the following:

	June 30, 2011			December 31, 2010
	(in thousands)
Raw materials	$	4,681		$	4,737
Work-in-progress		4,054			3,004
Finished goods		17,096			16,436
		25,831			24,177
Less inventory reserves		(11,102	)		(12,715	)
Inventories, net	$	14,729		$	11,462

F-66

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE D—INTANGIBLE ASSETS

        A summary of amortizable intangible assets as of June 30, 2011 and December 31, 2010 is as follows:

	June 30, 2011
	Gross Carrying Value		Accumulated Amortization		Net
	(in thousands)
Outsourcing contract costs	$	26,572	$	14,987	$	11,585
Other intangible assets		27,432		11,018		16,414
Total amortizable intangible assets	$	54,004	$	26,005	$	27,999

	December 31, 2010
	Gross Carrying Value		Accumulated Amortization		Net
	(in thousands)
Outsourcing contract costs	$	24,142	$	12,477	$	11,665
Other intangible assets		24,995		9,264		15,731
Total amortizable intangible assets	$	49,137	$	21,741	$	27,396

        Amortization expense related to intangible assets was $2.0 million and $1.7 million for the three months ended June 30, 2011 and 2010, respectively. Amortization expense related to intangible assets was $3.9 million and $3.3 million for the six months ended June 30, 2011 and 2010, respectively. Components of the Company's intangible assets include amounts that are foreign currency denominated. These amounts are subject to translation at each balance sheet date. The Company records the change in Accumulated Other Comprehensive Loss on the accompanying consolidated balance sheet. The Company's acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives.

NOTE E—DEBT AND OTHER LIABILITIES

        Debt and other obligations consist of the following:

	June 30, 2011			December 31, 2010
	(in thousands)
Revolving credit facility	$	47,460		$	42,715
Capital leases		2,643			3,179
Financing arrangements		14,160			14,849
Note payable to sellers of DocuData		—			1,000
		64,263			61,743
Less: Current portion		(49,630	)		(46,315	)
	$	14,633		$	15,428

F-67

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE E—DEBT AND OTHER LIABILITIES (Continued)

        The Revolving credit facility ("Revolver"), as amended and restated on March 31, 2010, provides for a secured revolving line of credit up to $65 million, with a $10 million letter of credit sub-limit and a $35 million uncommitted incremental facility. The Company's Revolver is currently provided by GE Capital and the other financial institutions party to the Revolver as lenders. At June 30, 2011, the Company's weighted average interest rate on the Revolver was 6.21%.

        On April 19, 2011, the Revolver was amended to require adherence to certain financial covenants as detailed below.

        The Revolver terminates in February of 2014 and allows borrowings on base rate and LIBOR rate terms. Permitted uses of the proceeds of borrowings under the Revolver include the payment of costs and expenses related thereto, the financing of permitted acquisitions and for working capital and other general corporate purposes. The applicable margin on borrowings is 4.25% over prime for base rate loans and 5.50% over LIBOR for LIBOR rate loans. There is a 3.00% floor for the base rate. A commitment fee of 0.50% per annum is payable monthly in arrears on the first day of the month on the unused portion of the Revolver, if the average outstanding balance on the Revolver exceeds 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). Such commitment fee increases to 0.75% per annum and is payable monthly in arrears on the first day of the month on the unused portion of the Revolver if the average outstanding balance on the Revolver is less than 70% of the aggregate revolving loan commitments thereunder (currently, $19.5 million). The Company also pays a monthly letter of credit fee of 5.5% per annum on all issued and outstanding letters of credit. The availability of funds under the Revolver is limited to the lesser of $65 million or 2.5 times EBITDA as defined in the Revolver.

        Our Revolving Credit Facility includes outstanding balances of $47.5 million and $42.7 million and letter of credit commitments of $0.1 million and $0.2 million at June 30, 2011 and December 31, 2010, respectively. At June 30, 2011 and December 31, 2010, the availability remaining under the Revolver that the Company can draw was $17.5 million and $22.1 million, respectively. Amounts outstanding under the Revolver are classified as current obligations in the Company's Consolidated Balance Sheets.

        The Revolver is secured by substantially all of the Company's assets. Under the Revolver, certain proceeds (including proceeds from asset dispositions and non-excluded issuances of equity and debt securities) must be used to repay the outstanding loans, which may be re-borrowed subject to availability. The Revolver also includes customary voluntary and other mandatory prepayment provisions, representations and warranties, affirmative and negative covenants, financial covenants, events of default and reporting requirements. In particular, the Revolver requires delivery of monthly unaudited financial statements and yearly audited financial statements as well as periodic management reports and compliance certificates. The Revolver contains restrictions on the use of cash for dividend payments or non-scheduled principal payments on certain indebtedness.

        At June 30, 2011 and December 31, 2010, the Company was in compliance with all covenants under the Revolver. During 2011, audited consolidated financial statements were due but not delivered by the April 15, 2011 deadline as stipulated in the covenants. On April 14, 2011, the Company and GE Capital executed an agreement to extend the deadline for delivery of audited financial statements until April 29, 2011 and they were delivered on that date.

F-68

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE E—DEBT AND OTHER LIABILITIES (Continued)

        The Revolver prohibits the Company from granting liens and incurring indebtedness (subject to customary exceptions), provided that the Company can borrow up to an additional $25 million from third parties, either unsecured or secured if junior to the obligations under the Revolver. Dispositions of assets are restricted subject to certain exceptions and an annual $5 million basket. The Revolver permits acquisitions, but limits any single acquisition to $30 million and only $25 million of the consideration for which can be in cash or all acquisitions to $50 million in any two year period and subjects such acquisitions to compliance with certain conditions including pro forma compliance with a senior leverage ratio of not more than 1.50 to 1.00 after giving effect to such acquisition. The Revolver restricts the Company's ability to make capital expenditures beyond an annual threshold (subject to a limitation to only $25 million per year if certain minimum EBITDA amounts are not achieved and with unused amounts carried forward for one year). For 2010 and 2011, the capital expenditure limitation is $35 million and $35 million, respectively. Pursuant to the April 19, 2011 Amendment, the Revolver also mandates compliance with a senior leverage ratio calculated as of the end of each fiscal quarter based on EBITDA for the twelve-month period then ended of (i) 2.50 to 1.00 when EBITDA is $25 million or greater for the period, (ii) 2.25 to 1.00 when EBITDA is greater than or equal to $18 million but less than $25 million (iii) 2.00 to 1.00 when EBITDA is less than $18 million for the period. At June 30, 2011, the Company had a senior leverage ratio of 1.91 to 1.00, a total leverage ratio of 2.37 to 1.00 and a fixed charge coverage ratio of 1.46 to 1.00, all of which are in compliance with the Revolver.

        Financing Arrangements.    In June 2010, the Company entered into a financing arrangement for $0.5 million with Hewlett Packard to finance the purchase of equipment and software. This arrangement accrues interest at a fixed 6.14% rate and is payable with 53 equal monthly payments. In September 2010, the Company entered into a finance arrangement for $0.8 million with Adaptive Imaging Solutions, Ltd., to finance the purchase of equipment and software. This arrangement has an interest bearing portion and a non-interest bearing portion. Interest is accrued at a fixed rate of 5.25% on $0.3 million that matured in January 2011 and the remaining $0.5 million matures in October 2011.

        On November 12, 2010, the Company entered into an agreement to sell its corporate headquarters and manufacturing facilities in Irving, Texas for $11.2 million, net of closing costs. We concurrently entered into a 15-year lease of those facilities. The lease requires annual rent of $1.3 million payable in quarterly installments, subject to annual inflation-based increases. The lease also requires us to make certain repairs to the facility projected to occur in 2014-2016. Certain terms of the lease represent a continuing involvement in the ownership of the facility, which results in treating the transaction as a financing instead of a sale for accounting purposes. As such, the facility was reflected on our Consolidated Balance Sheet at December 31, 2010 as Property, plant and equipment together with a corresponding finance obligation of $11.7 million recorded in Long-term debt, less current portion. The gross value of the facilities assets under lease is $22.0 million and the net book value was approximately $3.6 million at June 30, 2011.

        At June 30, 2011 and December 31, 2010, the Company had financing arrangement balances outstanding of $14.2 million and $14.9 million, respectively, of which $1.3 million and $1.5 million, respectively, was classified as current.

        Capital Leases.    During 2009, the Company entered into capital leases for $2.5 million, which pertained to computer hardware and software. Capital leases in 2009 include a $0.7 million sales-

F-69

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE E—DEBT AND OTHER LIABILITIES (Continued)

leaseback arrangement with a third party lessor to refinance a portion of our outsourcing contract costs. The lease has a term of 60 months and is payable in equal monthly installments. The Company's interest in assets acquired under capital leases is recorded as property and equipment on the accompanying Consolidated Financial Statements. The gross amounts of assets held under capital lease were $7.7 million and $7.7 million as of June 30, 2011 and December 31, 2010, respectively. Amortization of assets recorded under capital leases is included in depreciation expense. As of June 30, 2011, the current obligations under capital leases of $0.9 million are classified in the Current Liabilities section of the accompanying Consolidated Balance Sheets and the non-current portion of capital leases of $1.7 million are included in Other Liabilities.

        The Company had no outstanding foreign debt balances as of June 30, 2011.

NOTE F—OTHER ACCRUED EXPENSES AND LIABILITIES

        Other accrued expenses and liabilities consist of the following:

	June 30, 2011		December 31, 2010
	(in thousands)
Salaries, wages, and other compensation	$	13,731	$	13,876
Accrued taxes, other than income taxes		3,505		7,083
Accrued interest payable		625		710
Future payments for acquisitions		10,610		14,509
Other		9,866		11,462
	$	38,337	$	47,640

NOTE G—TAXES

        The Company follows the provisions ASC Topic 740 "Income Taxes", which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. At the adoption date and as of June 30, 2011, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.

        The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No significant interest and penalties have been recognized by the Company to date.

        With few exceptions, the Company is no longer subject to examination for its U.S. Federal and state, foreign and local jurisdictions for years prior to 2007.

        The Company's provision for income taxes for the three months ended June 30, 2011 and 2010 was $0.5 million and $(0.8) million, respectively, reflecting an effective tax rate of (18.8%) and 13.6%, respectively. The Company's provision for income taxes for the six months ended June 30, 2011 and

F-70

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE G—TAXES (Continued)

2010 was $1.2 million and $(0.4) million, respectively, reflecting an effective tax rate of (15.4%) and 3.3%, respectively. The effective tax rate differs from the statutory rate primarily due to the impact of different effective rates in certain overseas jurisdictions and the impact of changes in the valuation allowance on net deferred tax assets in various jurisdictions, including the U.S.

        A valuation allowance has been provided to reduce the deferred tax asset to an amount management believes is more likely than not to be realized. Expected realization of deferred tax assets for which a valuation allowance has not been recognized is based upon the reversal of existing taxable temporary differences and taxable income expected to be generated in the future. The need for a valuation allowance on deferred tax assets is evaluated on a jurisdiction by jurisdiction basis. As a result, certain of the foreign subsidiaries' deferred tax assets are not reserved with a valuation allowance due to their history of profitability.

        Components of the valuation allowance are as follows:

	Six Months Ended June 30, 2011
Valuation allowance at beginning of period	$	81,954
Increase (decrease) in valuation allowance		(127	)
Loss from continuing operations		4,733
Valuation allowance at end of period	$	86,560

NOTE H—EMPLOYEE BENEFITS PLANS

        Net periodic pension costs included the following components for the three and six months ended June 30, 2011 and 2010, respectively:

		Three Months Ended June 30,						Six Months Ended June 30,
		2011			2010			2011			2010
Components of net period benefit cost:
	Service Cost	$	133		$	132		$	263		$	271
	Interest Cost		724			664		$	1,434			1,358
	Expected return on plan assets		(633	)		(479	)	$	(1,254	)		(979	)
	Amortization of prior service costs		(42	)		(39	)	$	(84	)		(79	)
	Recognized actuarial cost		77			162		$	153			331
	Net periodic benefit costs	$	259		$	440		$	512		$	902

        The Company expects to contribute $2.0 million to the pension plan in 2011. As of June 30, 2011, $1.0 million of contributions have been made.

F-71

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE I—BUSINESS SEGMENT DATA

        Reportable segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the company's chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Management has chosen to structure the organization around product lines and geography.

        In 2008, the Company reported its operations as three primary segments: 1) the Americas 2) EMEA and 3) ITSM. As discussed in note T to the consolidated financial statements, the Company sold its ITSM operating segment January 15, 2009. Accordingly, the segment disposal group is not included in the segment discussed below.

        Americas and Europe, Middle East and Africa.    The Americas and EMEA offer similar systems-integration and business-process solutions and services and market to similar types of clients. The solutions offered primarily involve high-volume transaction processing using advanced technologies that capture, process and archive paper and electronic documents.

        Whenever possible, the Company uses market prices to determine inter-segment pricing. Other products are transferred at cost or cost plus an agreed upon mark-up. Capital appropriations include leased assets.

        The following table sets forth conformed segment information for the three and six months ended June 30, 2011 and 2010:

	Three months ended June 30, 2011										Three months ended June 30, 2010
	Americas		EMEA		Corp/Elims			Total			Americas			EMEA			Corp/Elims			Total
Revenue from external customers	$	26,693	$	40,261	$	—		$	66,954		$	28,085		$	30,525		$	—		$	58,610
Intersegment revenues		889		2,140		(3,029	)		—			1,262			1,462			(2,724	)		(0	)
Segment gross profit		7,629		12,130		—			19,759			6,192			7,067			—			13,259
Segment operating income (loss)		2,610		1,818		(4,996	)		(568	)		(1,313	)		(1,510	)		(4,317	)		(7,141	)
Depreciation / amortization		1,880		2,660		885			5,425			2,134			2,084			746			4,964
Interest expense		—		156		1,243			1,399			59			15			850			924
Capital appropriations		820		1,475		177			2,472			1,031			2,136			1,214			4,381
Goodwill	$	28,808	$	19,742	$	—		$	48,550		$	28,791		$	8,774		$	—		$	37,565

	Six months ended June 30, 2011										Six months ended June 30, 2010
	Americas		EMEA		Corp/Elims			Total			Americas			EMEA			Corp/Elims			Total
Revenue from external customers	$	51,514	$	77,031	$	—		$	128,545		$	58,671		$	62,279		$	—		$	120,950
Intersegment revenues		2,224		3,713		(5,936	)		—			2,263			2,045			(4,308	)		0
Segment gross profit		12,680		23,825		—			36,504			11,350			15,434			—			26,784
Segment operating income (loss)		1,896		3,528		(10,178	)		(4,754	)		(1,991	)		(1,372	)		(9,712	)		(13,075	)
Depreciation / amortization		3,893		5,160		1,779			10,832			4,194			4,166			1,494			9,855
Interest expense		—		338		2,339			2,677			—			37			1,805			1,842
Capital appropriations		1,233		3,685		358			5,276			2,601			2,955			1,547			7,103
Goodwill	$	28,808	$	19,742	$	—		$	48,550		$	28,791		$	8,774		$	—		$	37,565

NOTE J—RELATED PARTY TRANSACTIONS

        Brian Rathe, a principal owner and President of DocuData prior to its acquisition by us, became our employee and also remained in his position as President of DocuData following the acquisition. Mr. Rathe's employment terminated during 2010. Prior to such acquisition, DocuData entered into two separate lease agreements: (a) the first dated June 10, 2004 and later amended on May 14, 2009, which

F-72

BANCTEC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE J—RELATED PARTY TRANSACTIONS (Continued)

has since expired and been replaced by a new lease agreement dated October 1, 2009, with 3724 Dacoma Partners Ltd. ("3724 Dacoma") for 16,200 square feet of an office building in Houston, Texas, which expires on September 30, 2012, and has a current annualized rental rate of $128,004 (the "Dacoma Lease") and (b) the second dated January 4, 2006 and later amended on February 20, 2008, with 7777 Carpenter Partners, Ltd. ("7777 Carpenter") for 32,050 square feet of an office building in Dallas, Texas, which expires on March 1, 2013, and has a current annualized rental rate of $168,000 (the "Carpenter Lease"). The aggregate amount of rental payments for the Dacoma Lease and the Carpenter Lease from March 2008 through the applicable current expiration dates of the lease agreements are $642,685 and $840,000, respectively. Mr. Rathe is a limited partner and 50% owner of 3724 Dacoma and 7777 Carpenter, and, therefore, has a direct financial interest in both the Dacoma Lease and the Carpenter Lease. Our board of directors has approved both of these lease agreements.

NOTE K—RESTRUCTURING

        During the three and six months ended June 30, 2011, the Company accrued additional restructuring obligations related to further reductions in the workforce of approximately $0.3 million and $1.2 million during the three and six months ended June 30, 2011, respectively.

        Changes to the Company's accrued severance and lease obligation liabilities, as included in Other Accrued Expenses and Liabilities in the accompanying Consolidated Balance Sheets, during the three and six months ended June 30, 2011 are summarized as follows:

		Facility Lease Commitments			Employee Separation Costs			Total
		(in thousands)
Balance at December 31, 2010		$	930		$	733		$	1,663
	Adjustment to accrual		8			1,179			1,187
	Payments		(350	)		(986	)		(1,336	)
Balance at June 30, 2011		$	588		$	926		$	1,514

        The table above does not include $0.5 million of stock compensation recognized upon acceleration of a former executive's restricted stock awards as part of his severance.

NOTE L—SUBSEQUENT EVENTS

        The Company evaluated all events and transactions that occurred after June 30, 2011 through August 9, 2011, the date that these Unaudited Condensed Consolidated Financial Statements were available to be issued.

F-73

                  Shares

Common Stock

Prospectus
                    , 2011

William Blair & Company

Needham & Company, LLC

D.A. Davidson & Co.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities registered hereby, all of which will be paid by the Registrant:

SEC Registration fee

Listing fee for The NASDAQ Global Market

Filing fee for the Financial Industry Regulatory Authority

Legal fees and expenses

Accounting fees and expenses

Printing and engraving expenses

Blue Sky fees and expenses

Transfer agent and Registrar fees and expenses

Miscellaneous expenses

Total

Item 14.    Indemnification of Directors and Officers

        Our certificate of incorporation contains certain provisions permitted under the Delaware General Corporation Law relating to the liability of directors. These provisions eliminate a director's personal liability for monetary damages resulting from a breach of fiduciary duty, except that a director will be personally liable under the Delaware General Corporation Law:

•

for any breach of the director's duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

under Section 174 of the Delaware General Corporation Law relating to unlawful stock repurchases, redemptions or dividends; or

•

for any transaction from which the director derives an improper personal benefit.

        These provisions do not limit or eliminate our rights or those of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director's fiduciary duty. These provisions will not alter a director's liability under federal securities laws.

        Our certificate of incorporation and bylaws also provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and also provide that we must advance expenses, as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions. We may also indemnify employees and others and advance expenses to them in connection with legal proceedings.

        We have obtained directors' and officers' liability insurance to provide our directors and officers with insurance coverage for losses arising from claims based on any breaches of duty, negligence, or other wrongful acts, including violations of securities laws, unless such a violation is based on any deliberate fraudulent act or omission or any willful violation of any statute or regulation.

        We have entered into separate indemnification agreements with our directors that provide them with indemnification rights. These indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors or officers or by otherwise serving at our request if they acted in good faith and in a manner they reasonably believed in our best interest. Exceptions to our duty to indemnify our directors include, among others, liability arising from acts or omissions: (a) in the event of claims initiated or voluntarily

II-1

brought by the director, not by way of defense; (b) regarding enforcement of the indemnification agreement, if not taken in good faith; (c) resulting in claims which have been paid or are required to be paid by an insurance carrier under an insurance policy which we maintain; (d) related to the purchase and sale by the director of securities in violation of Section 16(b) of the Exchange Act; or (e) from which an officer or director may not be relieved of liability under Section 102(b)(7) of the Delaware General Corporation Law. Additionally, we have agreed to indemnify the directors against court determined expenses even if a director is adjudged to be liable to us, if such indemnification is not prohibited by applicable law. Furthermore, our directors are entitled to receive advance amounts for expenses they incur in connection with claims or actions against them unless, except in certain situations, the expenses incurred are in connection with a criminal proceeding alleging a scheme to commit fraud; provided, however, that any amounts advanced must be repaid if it is determined that the directors are not entitled to indemnification against expenses.

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

        These provisions may have the practical effect in certain cases of eliminating the ability of our stockholders to collect monetary damages from our directors and officers. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

Item 15.    Recent Sales of Unregistered Securities

        The following table sets forth information on the stock options and restricted stock issued by us since January 1, 2008.

Grant date		Stock Options (#)		Restricted Stock Awards (#)		Restricted Stock Units (#)			Plan	Per Share FV on grant date ($)		Total FV of grant ($)
	1/25/2008				6,252				2007 Non Employee Director Plan		24.00		150,048
	1/25/2008						2,084	*	2007 Non Employee Director Plan		24.00		50,016
	2/5/2008		8,334		—				2007 Equity Incentive Plan		9.45		78,747
	5/2/2008				1,496				2007 Equity Incentive Plan		10.50		15,708
	8/1/2008				1,598				2007 Equity Incentive Plan		10.65		16,689
	11/14/2008				290,300				2008 Equity Incentive Plan		7.74		2,246,922
	12/23/2008				211,798				2007 Equity Incentive Plan		7.74		1,639,317
	12/23/2008						25,840		2007 Non-Employee Director Plan		7.74		200,002
	12/23/2008				21,504				2008 Equity Incentive Plan		7.74		166,441
	3/6/2009				860,433				2007 Equity Incentive Plan		7.74		6,659,751
	3/6/2009						25,840		2007 Non-Employee Director Plan		7.74		200,002
	3/6/2009				21,624				2008 Equity Incentive Plan		7.74		167,370
	7/1/2009						60,016		2007 Non-Employee Director Plan		7.74		464,524
	1/11/2010						100,000		2007 Non-Employee Director Plan		7.74		774,000
	1/11/2010				519,500				2009 Equity Incentive Plan		7.74		4,020,930
	1/11/2010				8,500				2008 Equity Incentive Plan		7.74		65,790
	1/11/2010				51,162				2007 Equity Incentive Plan		7.74		395,994
	9/1/2010				113,800				2007 Equity Incentive Plan		5.00		569,000
	9/1/2010				7,000				2009 Equity Incentive Plan		5.00		35,000
	9/1/2010						25,000		2007 Non-Employee Director Plan		5.00		125,000
	2/17/2011				287,000				2009 Equity Incentive Plan		4.74		1,360,380
	4/28/2011				20,000				2008 Equity Incentive Plan		4.74		94,800
	4/28/2011						79,115		2007 Non-Employee Director Plan		4.74		375,005
	6/22/2011				290,000				2009 Equity Incentive Plan		4.74		1,374,600

*

Granted in the form of restricted stock but subsequently converted to restricted stock units.

II-2

        All of the shares of restricted stock and stock options described above were granted to the Registrant's officers, directors and employees in reliance upon the available exemption from the registration requirements of the Securities Act, including those contained in Section 4(2) of the Securities Act and/or Rule 701 promulgated under Section 3(b) of the Securities Act. For grants made in reliance upon the exemption from the registration requirements of Section 4(2) of the Securities Act, the Registrant relied on the fact that such grants did not involve any underwriters, underwriting discounts or commissions, or any public offering, and the recipients of such awards were "accredited investors" as defined in Rule 501 of the General Rules and Regulations Under the Securities Act of 1933, as amended. Additionally, the Registrant relied on the fact that, under Rule 701, companies that are not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act are exempt from registration under the Securities Act with respect to certain offers and sales of securities pursuant to "compensatory benefit plans" as defined under that rule. The Registrant believes that its 2007, 2008 and 2009 Equity Incentive Plans and its 2007 Director Plan each qualify as a compensatory benefit plan.

Item 16.    Exhibits and Financial Statement Schedules

(a)

Exhibits

Exhibit Number		Description
	1.1	Form of Underwriting Agreement*
	2.1	Purchase Agreement, dated March 4, 2008, among BancTec, Inc., DocuData Solutions, L.C. and the selling members therein.†
	2.2	Sale and Purchase Agreement for the sale of Beta System's ECM Business, dated June 3, 2010, between Beta Systems Software Aktiengesellschaft, BancTec GmbH and BancTec, Inc.+
	3.1	Second Amended and Restated Certificate of Incorporation, dated June 27, 2007.†
	3.2	Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation, dated November 18, 2008.†
	3.3	Amended and Restated Bylaws, dated June 27, 2007.†
	3.4	First Amendment to the Amended and Restated Bylaws, dated October 8, 2007.†
	3.5	Certificate of Designation of Series A Junior Participating Preferred Stock, dated October 15, 2010.†
	4.1	Form of Common Stock Certificate.*
	4.2	Purchase/Placement Agreement, dated June 20, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.†
	4.3	Registration Rights Agreement, dated June 27, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.†
	4.4	Rights Agreement, dated October 1, 2010, by and between the Company and American Stock Transfer & Trust Company, LLC.†
	5.1	Opinion of Weil, Gotshal & Manges LLP.*
	10.1	Lease Agreement, dated as of November 15, 2010 by and between AGNL Processing, L.L.C. and BancTec, Inc.
	10.2	Transitional Services Agreement, dated June 3, 2010, between Beta Systems Software Aktiengesellschaft, Beta Systems ECM Solutions Gmbh and BancTec, Inc.+
	10.3	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, June 1, 2009, January 11, 2010, March 9, 2011 and June 22, 2011, by and between the Company and J. Coley Clark.
	10.4	Employment Agreement, dated March 17, 2011, as amended on June 22, 2011, by and between the Company and Maria Allen.
	10.5	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, June 1, 2009 and March 9, 2011, by and between the Company and Jeffrey D. Cushman.

II-3

Exhibit Number		Description
	10.6	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, May 26, 2008, June 1, 2009 and March 9, 2011, by and between the Company and Mark D. Fairchild.
	10.7	Employment Agreement, dated May 27, 2007 as amended on August 1, 2008, June 1, 2009, February 1, 2010, January 4, 2011 and March 9, 2011, by and between the Company and Michael D. Peplow.
	10.8	Employment Agreement, dated January 1, 2009, as amended on July 1, 2009 and as further amended March 9, 2011, by and between the Company and Robert R. Robinson.
	10.9	Offer of Employment, dated July 8, 2010, by and between the Company and Mark Trivette.
	10.10	Termination of Employment Agreement, Confidential Settlement Agreement and Release of all Claims, dated February 11, 2011, by and between the Company and Michael D. Fallin.†
	10.11	Form of Indemnification Agreement, by and among BancTec, Inc. and the directors party thereto.†
	10.12	Second Amended and Restated Credit Agreement, dated March 31, 2010, by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation and the other financial institutions party thereto.†
	10.13	First amendment to Second Amended and Restated Credit Agreement, dated April 19, 2011, by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation and the other lenders thereto.†
	10.14	Second Amended and Restated 2007 Equity Incentive Plan, dated March 6, 2009.†
	10.15	Form of 2007 Equity Incentive Plan Option Award Agreement with Executive Officers.†
	10.16	Form of 2007 Equity Incentive Plan Option Award Agreement with Employees.†
	10.17	Form of 2007 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.18	Amended and Restated 2007 Non-Employee Director Equity Plan, dated October 21, 2008.†
	10.19	First Amendment to Amended and Restated 2007 Non-Employee Director Equity Plan.†
	10.20	Form of 2007 Non-Employee Director Equity Plan Stock Option Award Agreement.†
	10.21	Form of 2007 Non-Employee Director Equity Plan Restricted Stock Award Agreement.†
	10.22	Form of 2007 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.23	Form of 2007 Non-Employee Director Equity Plan Restricted Stock Unit Award Agreement.†
	10.24	Amended and Restated 2008 Equity Incentive Plan, dated October 21, 2008.†
	10.25	Form of 2008 Equity Incentive Plan Option Award Agreement with Executive Officers.†
	10.26	Form of 2008 Equity Incentive Plan Option Award Agreement with Employees.†
	10.27	Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.28	Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.29	2009 Executive Incentive Plan.†
	10.30	2009 Equity Incentive Plan, dated December 22, 2009.†
	10.31	Form of 2009 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.32	Form of 2009 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.33	Form of 2009 Equity Incentive Plan Option Award Agreement with Executive Officers.
	10.34	Form of 2009 Equity Incentive Plan Option Award Agreement with Employees.†
	10.35	Form of 2010 Executive Incentive Plan.†
	10.36	Form of 2011 Executive Incentive Plan.†
	10.37	Agreement of Purchase and Sale, dated as of November 12, 2010, by and between BancTec, Inc. and AG Net Lease Acquisition Corp.
	11.1	Statement Regarding Computation of Per Share Earnings (incorporated by reference to the Notes to the Consolidated Financial Statements included in Part I of this Registration Statement).
	16.1	Letter from Deloitte & Touche, LLP, dated May 13, 2011, regarding changes in accountants.†

II-4

Exhibit Number		Description
	21.1	Subsidiaries of the Registrant.†
	23.1	Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1 hereto).*
	23.2	Consent of Deloitte & Touche LLP.
	23.3	Consent of KPMG LLP.
	24.1	Power of Attorney.†
	99.1	Consent of NelsonHall.†

*

To be filed by future amendment

†

Previously filed with the Company's Registration Statement on Form S-1 (File No. 333-174211) on May 13, 2011

+

Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission

(b)

Financial statement schedules.

        Schedule II—Valuation and Qualifying Accounts

Item 17.    Undertakings.

        (A)  The undersigned registrant hereby undertakes:

        (1)   To provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        (2)   

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

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

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

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on August 10, 2011.

BANCTEC, INC.
By:	/s/ JEFFREY D. CUSHMAN Jeffrey D. Cushman, Senior Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on August 10, 2011:

Name	Title
* J. Coley Clark	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ JEFFREY D. CUSHMAN Jeffrey D. Cushman	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
* Mark E. Trivette	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
* Felipe F. Atela	Director
* R. Randolph Devening	Director
* Thomas M. Dunning	Director
* Gary J. Fernandes	Director
* John R. Harris	Director

*By: /s/ JEFFREY D. CUSHMAN
Jeffrey D. Cushman
Attorney-in-fact

II-6

SCHEDULE II

BANCTEC, INC.

VALUATION AND QUALIFYING ACCOUNTS

Inventory Reserves	Balance at beginning of period			Net Change			Balance at end of period
Year ended December 31, 2010	$	(9,163	)	$	(3,552	)	$	(12,715	)
Year ended December 31, 2009		(9,488	)		325			(9,163	)
Year ended December 31, 2008		(12,016	)		2,528			(9,488	)

S-1

EXHIBIT INDEX

Exhibit Number		Description
	1.1	Form of Underwriting Agreement*
	2.1	Purchase Agreement, dated March 4, 2008, among BancTec, Inc., DocuData Solutions, L.C. and the selling members therein.†
	2.2	Sale and Purchase Agreement for the sale of Beta System's ECM Business, dated June 3, 2010, between Beta Systems Software Aktiengesellschaft, BancTec GmbH and BancTec, Inc.+
	3.1	Second Amended and Restated Certificate of Incorporation, dated June 27, 2007.†
	3.2	Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation, dated November 18, 2008.†
	3.3	Amended and Restated Bylaws, dated June 27, 2007.†
	3.4	First Amendment to the Amended and Restated Bylaws, dated October 8, 2007.†
	3.5	Certificate of Designation of Series A Junior Participating Preferred Stock, dated October 15, 2010.†
	4.1	Form of Common Stock Certificate.*
	4.2	Purchase/Placement Agreement, dated June 20, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.†
	4.3	Registration Rights Agreement, dated June 27, 2007, by and between the Company and Friedman, Billings, Ramsey & Co., Inc.†
	4.4	Rights Agreement, dated October 1, 2010, by and between the Company and American Stock Transfer & Trust Company, LLC.†
	5.1	Opinion of Weil, Gotshal & Manges LLP.*
	10.1	Lease Agreement, dated as of November 15, 2010 by and between AGNL Processing, L.L.C. and BancTec, Inc.
	10.2	Transitional Services Agreement, dated June 3, 2010, between Beta Systems Software Aktiengesellschaft, Beta Systems ECM Solutions Gmbh and BancTec, Inc.+
	10.3	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, June 1, 2009, January 11, 2010, March 9, 2011 and June 22, 2011, by and between the Company and J. Coley Clark.
	10.4	Employment Agreement, dated March 17, 2011, as amended on June 22, 2011, by and between the Company and Maria Allen.
	10.5	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, June 1, 2009 and March 9, 2011, by and between the Company and Jeffrey D. Cushman.
	10.6	Employment Agreement, dated May 27, 2007, as amended on October 16, 2007, May 26, 2008, June 1, 2009 and March 9, 2011, by and between the Company and Mark D. Fairchild.
	10.7	Employment Agreement, dated May 27, 2007 as amended on August 1, 2008, June 1, 2009, February 1, 2010, January 4, 2011 and March 9, 2011, by and between the Company and Michael D. Peplow.
	10.8	Employment Agreement, dated January 1, 2009, as amended on July 1, 2009 and as further amended March 9, 2011, by and between the Company and Robert R. Robinson.
	10.9	Offer of Employment, dated July 8, 2010, by and between the Company and Mark Trivette.
	10.10	Termination of Employment Agreement, Confidential Settlement Agreement and Release of all Claims, dated February 11, 2011, by and between the Company and Michael D. Fallin.†
	10.11	Form of Indemnification Agreement, by and among BancTec, Inc. and the directors party thereto.†
	10.12	Second Amended and Restated Credit Agreement, dated March 31, 2010, by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation and the other financial institutions party thereto.†
	10.13	First amendment to Second Amended and Restated Credit Agreement, dated April 19, 2011, by and among BancTec, Inc., the other credit parties thereto, General Electric Capital Corporation and the other lenders thereto.†
	10.14	Second Amended and Restated 2007 Equity Incentive Plan, dated March 6, 2009.†

Exhibit Number		Description
	10.15	Form of 2007 Equity Incentive Plan Option Award Agreement with Executive Officers.†
	10.16	Form of 2007 Equity Incentive Plan Option Award Agreement with Employees.†
	10.17	Form of 2007 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.18	Amended and Restated 2007 Non-Employee Director Equity Plan, dated October 21, 2008.†
	10.19	First Amendment to Amended and Restated 2007 Non-Employee Director Equity Plan.†
	10.20	Form of 2007 Non-Employee Director Equity Plan Stock Option Award Agreement.†
	10.21	Form of 2007 Non-Employee Director Equity Plan Restricted Stock Award Agreement.†
	10.22	Form of 2007 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.23	Form of 2007 Non-Employee Director Equity Plan Restricted Stock Unit Award Agreement.†
	10.24	Amended and Restated 2008 Equity Incentive Plan, dated October 21, 2008.†
	10.25	Form of 2008 Equity Incentive Plan Option Award Agreement with Executive Officers.†
	10.26	Form of 2008 Equity Incentive Plan Option Award Agreement with Employees.†
	10.27	Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.28	Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.29	2009 Executive Incentive Plan.†
	10.30	2009 Equity Incentive Plan, dated December 22, 2009.†
	10.31	Form of 2009 Equity Incentive Plan Restricted Stock Award Agreement with Executive Officers.†
	10.32	Form of 2009 Equity Incentive Plan Restricted Stock Award Agreement with Employees.†
	10.33	Form of 2009 Equity Incentive Plan Option Award Agreement with Executive Officers.
	10.34	Form of 2009 Equity Incentive Plan Option Award Agreement with Employees.†
	10.35	Form of 2010 Executive Incentive Plan.†
	10.36	Form of 2011 Executive Incentive Plan.†
	10.37	Agreement of Purchase and Sale, dated as of November 12, 2010, by and between BancTec, Inc. and AG Net Lease Acquisition Corp.
	11.1	Statement Regarding Computation of Per Share Earnings (incorporated by reference to the Notes to the Consolidated Financial Statements included in Part I of this Registration Statement).
	16.1	Letter from Deloitte & Touche, LLP, dated May 13, 2011, regarding changes in accountants.†
	21.1	Subsidiaries of the Registrant.†
	23.1	Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1 hereto).*
	23.2	Consent of Deloitte & Touche LLP.
	23.3	Consent of KPMG LLP.
	24.1	Power of Attorney.†
	99.1	Consent of NelsonHall.†

*

To be filed by future amendment

†

Previously filed with the Company's Registration Statement on Form S-1 (File No. 333-174211)

+

Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission

EX-2.2

Exhibit 2.2

Execution Copy

Date: June 3, 2010

(1)Beta Systems Software Aktiengesellschaft

(2)BancTec GmbH

(3)BancTec, Inc.

SALE AND PURCHASE AGREEMENT FOR THE SALE OF BETA SYSTEM’S ECM BUSINESS

[to be notarized]

CONTENTS

Clause		Page
1.	CURRENT STATUS	5
2.	SALE AND PURCHASE OF SOLD SHARES	5
3.	LOANS AND GUARANTEES; SECTION 133 INDEMNIFICATION	5
4.	PURCHASE PRICE	6
5.	WORKING CAPITAL	8
6.	ACCELERATION OF PAYMENT	11
7.	CLOSING ACCOUNTS	11
8.	GUARANTOR	13
9.	TRANSACTION DATES	14
10.	CLOSING	14
11.	SELLER’S GUARANTEES	16
12.	GUARANTEES AND UNDERTAKINGS OF PURCHASER	33
13.	REMEDIES	35
14.	INDEMNIFICATIONS BY SELLER	38
15.	TAX	39

16.	EXPIRATION OF CLAIMS, LIMITATION OF CLAIMS	44
17.	SELLER’S COVENANTS AND UNDERTAKINGS	46
18.	NON-COMPETE UNDERTAKING	46
19.	RESTRICTION OF ANNOUNCEMENT, COOPERATION, CONFIDENTIALITY	47
20.	NOTICES	48
21.	MISCELLANEOUS	50

* Schedules and exhibits are omitted from this filing. The Company will furnish supplementally a copy of the omitted exhibits and schedules to the commission upon request.

SALE AND PURCHASE AGREEMENT

(1)Beta Systems Software Aktiengesellschaft, with its business address at Alt-Moabit 90 d, 10559 Berlin, Germany, registered in the commercial register of the local court of Berlin-Charlottenburg under HRB 388 74 (the Seller);

(2)BancTec GmbH, with its business address at Monzastrasse 4c, 63225 Langen, Germany, registered in the commercial register of the local court of Offenbach under HRB 32801 (the Purchaser);

(3)BancTec, Inc., with its business address at 2701 E. Grauwyler Rd., Irving, TX 75061, USA, registered with the Secretary of State, Division of Corporations, Dover, Delaware under the file number 333-145255 (the Guarantor);

- each of Seller, Purchaser and Guarantor herein also referred to individually as a Party and collectively as Parties -

BACKGROUND

(A)Seller, among other activities, is engaged itself and through its subsidiaries in Germany, Nigeria, Austria, the United States and elsewhere in the Enterprise Content Management business, comprising the development and sale of software products and software solutions in the area of Enterprise Content Management (ECM), especially document processing in the settlement and processing of payment transactions and other business processes, as well as the sale of scanners and sorters (the Business).

(B)Seller, after a strategic review of its business portfolio, has concluded that it desires to divest itself of the Business.

(C)To this end, Seller has transferred the Business to a new company (NewCo) as a separate legal entity by way of a drop down (Ausgliederung zur Aufnahme) pursuant to Section 123 para. 3 item 1 of the German Transformation Act (Umwandlungsgesetz) on the basis of the drop down and acquisition agreement (Ausgliederungs- und Übernahmevertrag) between Seller and NewCo dated December 22, 2009 (roll of deeds no. 721/2009 of the notary Alexander Kollmorgen, Berlin) (the Drop Down and the Drop Down Agreement, respectively). The Drop Down became legally effective upon registration in the relevant commercial register on March 1, 2010.

(D)Seller wishes to sell and transfer and Purchaser wishes to purchase Seller’s shareholding in NewCo, and thereby indirectly the Business, upon the terms and conditions of this agreement including its Exhibits and Schedules (the Agreement).

4

(E)Capitalized terms shall have the meaning ascribed to them in Exhibit (E).

IT IS AGREED as follows:

1.CURRENT STATUS

1.1The companies engaged in the Business and which have been transferred to NewCo are set forth in Exhibit 1.1 (each individually a Company and collectively the Companies).

1.2NewCo is a newly established limited liability company organized under German law (GmbH), registered in the commercial register of the local court of Berlin-Charlottenburg under the company name Beta Systems ECM Solutions GmbH and with the registration number HRB 122 853. Immediately before the Closing Date, Seller is the sole shareholder of NewCo, holding [*.*] shares in the par value of [*.*] each, with the consecutive numbers [*.*] through [*.*] (together the Sold Shares).

1.3The Sold Shares together with such shares in the Companies, which following the completion of the Drop Down and immediately before the Closing Date will be, wholly or partly, held by NewCo as set out in Exhibit 1.1 are herein collectively referred to as the Shares.

1.4The assets, contracts and liabilities of the Business which have been transferred, directly or indirectly, by Seller to NewCo pursuant to Section 3 of the Drop Down Agreement as well as those assets, contracts and liabilities which have been or are to be transferred to NewCo pursuant to Section 10.2(f) below and to Guarantor pursuant to Section 10.2(e) below on or before the Closing Date are together referred to as the NewCo Business.

2.SALE AND PURCHASE OF SOLD SHARES

Seller hereby sells to Purchaser the Sold Shares with all rights and obligations pertaining thereto, including the attached dividend rights as from the Effective Date, and Purchaser hereby purchases from Seller the Sold Shares in accordance with the foregoing sentence. By way of precaution, Seller as the sole shareholder of NewCo hereby approves the sale and transfer of the Sold Shares by way of a respective shareholders’ resolution.

3.LOANS AND GUARANTEES; SECTION 133 INDEMNIFICATION

3.1Seller shall procure that prior to the Closing Date (as defined in Section 9.5 below) all indebtedness within the meaning of Section 266 para. 3, item C (6) German Commercial Code (Handelsgesetzbuch) due from any member of the Seller’s

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

5

Group to NewCo and to any Company and from NewCo and any Company to any member of the Seller’s Group (other than trade indebtedness which shall be settled in the ordinary course of business) is settled in full. Seller’s Group means the Seller and all affiliates of the Seller (other than NewCo and the Companies) within the meaning of Section 15 German Stock Corporation Act (Aktiengesetz).

3.2The Seller, NewCo and the Companies are parties to a cash pooling agreement. As far as NewCo and the Companies are concerned, the cash pool will be terminated effective prior to the Closing Date, and any balance under the cash pooling arrangement payable by the respective debtor will be settled prior to the Closing Date.

3.3Seller shall procure that prior to the Closing Date, NewCo and each Company is released from all guarantees, indemnities, and other contingent liabilities within the meaning of Section 251 German Commercial Code given by NewCo or a Company in respect of any liability or obligation of any member of the Seller’s Group.

3.4With respect to the bank guarantees given in respect of any liability or obligation of NewCo or any of the Companies as conclusively listed in Exhibit 3.4 (the Guarantees), Purchaser shall procure that on the Scheduled Closing Date [*.*] [*.*], [*.*], accedes to each Guarantee as additional, but primary debtor for recourse claims from Seller’s bank [*.*], effective from the Closing Date. Within nine (9) months following the Closing Date, Purchaser shall have Seller fully released from recourse claims under the Guarantees. Until the release has occurred, Purchaser shall indemnify and hold harmless Seller from any such recourse claims of Seller’s bank under the Guarantees.

3.5By way of a contract in favor of third parties (echter Vertrag zugunsten Dritter), Seller hereby indemnifies NewCo against any liability under Section 133 German Transformation Act in relation to obligations not assumed by NewCo under the Drop Down Agreement. Purchaser hereby indemnifies Seller against any liability under Section 133 German Transformation Act in relation to obligations assumed by NewCo under the Drop Down Agreement, provided that this shall not limit any claims Purchaser may have against Seller under any other provision of this Agreement.

4.PURCHASE PRICE

4.1The aggregate purchase price (the Purchase Price) for the Sold Shares to be paid by Purchaser shall be EUR 8,383,790 (in words: EUR eight million three hundred eighty three thousand seven hundred ninety) (the Base Purchase Price) plus the Inventory Purchase Price (as defined below). The Purchase Price shall be paid free of costs and charges in immediately available funds by wire transfer.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

6

4.2The Base Purchase Price shall become due and shall be paid by Purchaser to Seller in accordance with the following payment schedule (each payment individually a Base Purchase Price Payment):

(a)An installment of EUR 3,620,000 (in words: Euro three million six hundred twenty thousand) shall be paid on the Scheduled Closing Date (as defined below) (the First Base Purchase Price Payment).

(b)An installment of EUR 3,000,000 (in words: Euro three million) shall be paid on the last Banking Day of the twelfth calendar month after the Closing Date (the Second Base Purchase Price Payment).

(c)The final installment of EUR 1,763,790 (in words: Euro one million seven hundred sixty three thousand seven hundred ninety) shall be paid on the last Banking Day of the eighteenth calendar month after the Closing Date (the Final Base Purchase Price Payment).

4.3Further to the Base Purchase Price, Purchaser shall pay an additional purchase price for the inventory of the NewCo Business (the Inventory Purchase Price). The amount of the Inventory Purchase Price shall equal 75% (in words: seventy-five percent) of the value of the inventory of the NewCo Business as existing at the Closing Accounts Date and as shown in the Closing Accounts (the Inventory). For the avoidance of doubt, the Inventory shall include any inventory transferred to NewCo and Guarantor under Sections 10.2(e) and (f) below.

4.4The Inventory Purchase Price shall be paid by Purchaser to Seller in eight equal installments (each individually an Inventory Purchase Price Payment) as follows:

(a)The first installment shall be paid ten (10) Banking Days after the Closing Accounts have become final and binding in accordance with Section 7 (the First Installment Inventory Payment Date and every following date for the payment of installments of the Inventory Purchase Price each individually an Installment Inventory Payment Date).

(b)The second installment shall be paid on the last Banking Day of the third month after the month of the First Installment Inventory Payment Date.

(c)Each of the third through the eighth installment shall be paid on the last Banking Day of the third month after the month of the respective previous Installment Inventory Payment Date.

4.5Except as herein provided otherwise, each of the Parties shall pay interest on any amounts becoming due and payable to the other Party under this Agreement as

7

from the sixth day following the respective payment date until, but not including, the day of payment at the p.a. rate of [*.*] plus [*.*] basis points.

4.6Except as herein provided otherwise, all payments owed by Purchaser to Seller under this Agreement or to be made under the US Bill of Sale and the Austrian Asset Deal (both as defined in Sections 10.2(e) respectively 10.2(f) below) shall be paid by Purchaser by wire transfer to Seller’s bank account kept with [*.*], [*.*], sort code [*.*], account number [*.*], [*.*], [*.*], or to any other bank account as shall be notified at least five (5) Banking Days in advance of the due date of the respective payment obligation by Seller to Purchaser in writing (the Seller’s Account).

4.7All payments owed by Seller to Purchaser under this Agreement shall be paid by Seller by wire transfer to Purchaser’s bank account kept with [*.*], sort code [*.*], account number [*.*], [*.*], or to any other bank account as shall be notified at least five (5) Banking Days in advance of the due date of the respective payment obligation by Purchaser to Seller in writing (the Purchaser’s Account).

5.WORKING CAPITAL

5.1The following definitions shall apply throughout this Section 5:

(a)Cash Shortfall shall mean any amount by which the consolidated cash of the NewCo Business as existing at the Closing Accounts Date and as shown in the Final Closing Accounts (the Cash) falls short of [*.*] (in words: [*.*]). For the avoidance of doubt, Cash shall include cash and cash equivalents, namely currency and coins on hand, available bank balances and demand deposits, and money orders and checks.

(b)Net Working Capital shall mean

(i)the sum of all cash, trade receivables (excluding the Nigeria Receivables as specified in Exhibit 5.1(b)), work in progress on project orders and other current assets;

minus

(ii)all short-term finance, including any financial liability vis-à-vis affiliated companies or third parties, trade payables, deferred income, advance payments received and other current liabilities, including, but not limited to, for the avoidance of doubt, outstanding wages, overtime accounts, holiday accruals and other apportionments as of

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

8

the Closing Accounts Date related to labor and employment, but excluding the liability for the purchase price for the acquisition of certain assets from Beta Systems EDV-Software GmbH, Vienna, Austria, pursuant to Section 10.2(f) below;

in each case of the NewCo Business as existing at the Closing Accounts Date and as shown in the Final Closing Accounts.

(c)Non-Collected Trade Receivables shall mean the sum of all trade receivables of the NewCo Business, excluding the Nigeria Receivables, which have originated on or before the Closing Accounts Date if and to the extent they have not been collected by December 31, 2010, 24:00 hrs. If the Purchaser, NewCo or any of the Companies waive, set-off, settle or by other commercially similar action dispose of any of the trade receivables which have originated on or before the Closing Accounts Date (including the Nigeria Receivables) or any portion thereof without the Seller’s prior written consent or if the debtor of such trade receivable sets-off any of the aforementioned trade receivables or any portion thereof (including any action with a similar effect), such trade receivable or any portion thereof shall be deemed to be collected for the purposes of this Section 5 at the time of such waiver, set-off, settlement or other similar action.

5.2For the period from the Closing Date to December 31, 2010, Purchaser shall within ten (10) Banking Days after the end of each month (i.e. the first time until July 14, 2010 for June 2010) notify to Seller in writing, the aggregate amount of trade receivables which were collected by NewCo or the Companies in the respective preceding month (the Monthly Collected Receivable Amount).

5.3The Parties agree on the following payments by Purchaser to Seller with respect to trade receivables collected (i.e. cash received) by NewCo and the Companies in the period from the Closing Accounts Date to December 31, 2010 (excluding the Nigeria Receivables, the Trade Receivables):

(a)Purchaser shall use reasonable endeavors to procure that NewCo and the Companies collect their trade receivables (but shall not be required to go beyond past practice used in the Business).

(b)Purchaser shall not owe any payments to Seller for Trade Receivables collected until the aggregate amount of such Trade Receivables surpasses the Cash Shortfall.

(c)Once the aggregate amount of Trade Receivables collected surpasses the Cash Shortfall, any further cash received from the collection of Trade

9

Receivables shall economically be split [*.*] in favor of Seller and [*.*] in favor of Purchaser as follows:

(A)Starting in the month in which the Cash Shortfall has been surpassed and ending in December 2010 at the latest, Purchaser shall pay to Seller upon the notification of the relevant Monthly Collected Receivable Amount [*.*] of this Monthly Collected Receivable Amount up to maximum aggregate payments under this clause in the amount of the Net Working Capital.

(B)In the month in which the Cash Shortfall has been exceeded any cash collections made before such excess has occurred shall not be included for purposes of calculating the relevant Monthly Collected Receivable Amount.

5.4On January 17, 2011 the Parties shall settle the Net Working Capital:

(a)The Settlement Amount (SA) shall be calculated as follows (where [*.*] shall be the amount of the [*.*], [*.*] shall be the sum of the [*.*] made by [*.*] under [*.*] above and [*.*] shall be the [*.*]):

[*.*]

(b)If the [*.*] is a [*.*] amount, [*.*] shall pay such amount to [*.*] on January 17, 2011.

(c)If the [*.*] is a [*.*] amount, [*.*] shall pay such amount to [*.*] on January 17, 2011.

5.5Purchaser shall procure that NewCo or the Companies, as the case may be, shall on January 17, 2011 transfer and assign to Seller the Non-Collected Trade Receivables and that all payments on the Non-Collected Trade Receivables received by the Purchaser, NewCo or any of the Companies after December 31, 2010 (including, but not limited to, any deemed collections under Section 5.1(c) sentence 2 above) are forwarded to Seller by Purchaser.

5.6Within ten (10) Banking Days after the collection of any of the Nigeria Receivables or any portion of the Nigeria Receivables, Purchaser shall pay to Seller the collected amount, irrespective of whether it is collected before, on or after December 31, 2010. All payments made by the debtors of the Nigeria Receivables to NewCo or the Companies shall be deemed to be made on the Nigeria Receivables, even if the payment made by the respective debtor is specifically made in relation to

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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another obligation (e.g. an invoice of a later date). Section 5.3(a) above also applies to the Nigeria Receivables.

6.ACCELERATION OF PAYMENT

6.1In the event that

(a)the Guarantor has completed its initial public offering of shares substantially as contemplated by the draft registration statement S1 as filed with the Securities and Exchange Commission of the United States of America on 19 April 2010, as amended from time to time,

or

(b)NewCo has received a payment (net of tax) of at least [*.*] or payments (net of tax) totaling to at least [*.*] as consideration or prepayment in connection with the proposed contract with the [*.*] relating to the consolidation of the [*.*] document management infrastructure,

all outstanding amounts under Sections 4.2 (b), 4.2 (c) and 4.4 as well as an amount equal to the Net Working Capital minus payments advanced to Seller under Section 5.3 shall become due and payable within thirty (30) Banking Days. The settlement procedures under Section 5.4 shall no longer apply, while Sections 5.5 and 5.6 and the definitions under Section 5.4 shall continue to apply. On January 17, 2011 Seller shall pay to Purchaser the amount of the aggregate amount of the Non-Collected Trade Receivables, if any.

6.2In the event that neither the event mentioned in section 6.1 (a) nor the one in Section 6.1 (b) has been triggered, but NewCo has received a payment (net of tax) of at least [*.*] or payments (net of tax) totaling to at least [*.*] as consideration or prepayment in connection with the proposed contract with the [*.*] relating to the consolidation of the [*.*] document management infrastructure, all outstanding amounts under Sections 4.2 (b) and 4.2 (c) shall become due and payable within thirty (30) Banking Days.

7.CLOSING ACCOUNTS

7.1The Net Working Capital, the Inventory and the Cash shall be determined on the basis of consolidated pro forma financial statements for NewCo and the Companies as of the Closing Accounts Date which shall be prepared by Seller (the Closing Accounts). Wherever required, Purchaser shall assist, and shall procure NewCo and the Companies to assist, in the preparation of the Closing Accounts, in particular by providing all relevant information and documentation and reasonably

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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granting access to the premises requested by Seller for the purposes of such preparation.

7.2For the preparation of the Closing Accounts and the Final Closing Accounts, the relevant generally accepted accounting principles under IFRS/IAS shall apply. Seller is not required to perform a physical stock taking with regard to inventories and all inventories shall be valuated as of [*.*] as adjusted for movements up to [*.*]. Specifically, with respect to the project under the [*.*] dated [*.*] with [*.*], the net work-in-progess project orders (POC) shall be deemed [*.*] in the Closing Accounts and the Final Closing Accounts. The advance payment to [*.*] pursuant to the [*.*] entered into between [*.*] and [*.*] and with effective date [*.*] shall be reflected as an other current asset in the Closing Accounts and Final Closing Accounts in an of amount of [*.*] [*.*].

7.3The Closing Accounts prepared by Seller shall be delivered to Purchaser no later than thirty (30) days after the Closing Date. The calculation of the Net Working Capital, Inventory and the Cash shall be based on the Closing Accounts if Purchaser does not within thirty (30) days after receipt of the Closing Accounts provide the Seller with a written report asserting that the Closing Accounts received from Seller are incorrect applying the applicable rules under this Agreement by way of stating substantiated objections to that effect (the Objections). With respect to the Inventory, Purchaser shall also be entitled to challenge the Closing Accounts based on a physical stock taking by Purchaser. Such physical stock taking shall not relate to a valuation of assets, but shall only be carried out to verify the existence of the assets and shall be conducted by Purchaser within five (5) Banking Days after the Closing Date (ending no earlier than on (and including) June 14, 2010) on the basis of SAP print-outs to be provided by Seller upon Closing, and any Objections based on the physical stock taking shall be raised within this period of five (5) Banking Days. Seller shall have the right to attend such physical stock taking. If, after Purchaser has raised in time and due form its Objections against the Closing Accounts, the Purchaser and the Seller cannot agree on the positions in dispute within a further thirty (30) days period following the delivery of the Objections by Purchaser, each of the Purchaser and the Seller shall be entitled to request PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (the Neutral Accounting Firm) to determine the correct amount of the Net Working Capital and the Inventory. The Neutral Accounting Firm shall receive all necessary assistance by the Parties and shall be given access to the management of the NewCo Business and all relevant information and documentation requested by it for the purpose of reviewing the Closing Accounts and the Objections. Should the Neutral Accounting Firm become unavailable, the Parties shall agree on another accounting firm. If the Parties cannot reach an agreement within a further fifteen

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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(15) day period following the period set out in Section 7.3 sentence 2 above, either Party shall have the right to require that an accounting firm of international standing that is determined by the spokesperson of the executive board (Sprecher des Vorstands) of Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW), Wirtschaftsprüferhaus, Tersteegenstraße 14, 40474 Düsseldorf, Germany, be appointed as Neutral Accounting Firm.

7.4The Neutral Accounting Firm shall review the Objections which are after the expiry of the further thirty (30) days period still in dispute between the Parties, if any, as an expert (Schiedsgutachter) applying the accounting principles set out under Section 7.2.  In respect of positions in the Closing Accounts on which Objections have been raised in accordance with Section 7.3 above and which have not been agreed between Seller and Purchaser, the Neutral Accounting Firm shall not be bound to any of the respective positions asserted by the Parties, whereas in all other cases the Neutral Accounting Firm shall be bound by the Closing Accounts or the respective agreement reached by the Parties, as the case may be. The Neutral Accounting Firm shall be instructed to act as an independent and neutral expert and shall be instructed to complete its audit within 60 days upon instruction. The Neutral Accounting Firm shall factor in all events having occurred before the Closing Accounts Date and coming to its attention until the date of completion of its audit (wertaufhellende Tatsachen). As part of the audit and before presenting the final results, the Neutral Accounting Firm shall give Seller and Purchaser adequate opportunity to present their views and comment on the preliminary results of the review in writing and at a hearing or hearings to be held with Seller and Purchaser and their respective advisors. The costs for the review by the Neutral Accounting Firm shall be allocated to the Parties in proportion to the percentage each Party is determined by the Neutral Accounting Firm to have prevailed/lost in the dispute over the Objections which are after the expiry of the further thirty (30) days period still in dispute between the Parties. Absent manifest error (Section 319 of the German Civil Code (BGB)) the revised Closing Accounts as determined by the Neutral Accounting Firm shall be final and binding on the Parties, and such final and binding Closing Accounts shall be referred to as the Final Closing Accounts.

8.GUARANTOR

8.1Guarantor hereby guarantees within the meaning of Sections 765 et seq. German Civil Code waiving any rights which it may have to require Seller to proceed first against or claim payment from Purchaser (verbürgt sich selbstschuldnerisch) the proper fulfillment of all of the obligations of Purchaser pursuant to this Agreement, in particular, but not limited to, the payment of the Purchase Price.

8.2Guarantor represents and warrants in the form of an independent guarantee (selbstständiges Garantieversprechen) according to Section 311 German Civil Code as of the Signing Date and the Closing Date that this Agreement constitutes

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the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except that the remedy of specific performance and injunction relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Guarantor has the unrestricted right and capacity and is not required to obtain any third party’s consent or authorization (including, without limitation, authorities or other public bodies) to execute and close (within the meaning of Section 10.2 below), unless expressly mentioned otherwise in this Agreement, this Agreement. Subject to the exceptions in the foregoing sentence and except as expressly mentioned otherwise in this Agreement, neither the execution of this Agreement nor its Closing will (with or without notice or lapse of time) cause Guarantor to contravene any (i) statutes (Gesetze), regulations (Verordnungen), ordinances (Erlasse) or (ii) articles of association or similar local law organizational documents.

9.TRANSACTION DATES

Signing Date, Effective Date, Drop Down Legal Effective Date, Scheduled Closing Date, Closing Date and Closing Accounts Date shall each have the following meaning in this Agreement:

9.1Signing Date (Unterzeichnungsstichtag) shall be June 3, 2010.

9.2Effective Date shall be December 31, 2009, 24:00 hrs./January 1, 2010, 0:00 hrs.

9.3Drop Down Legal Effective Date shall be March 1, 2010.

9.4Scheduled Closing Date (vereinbarter Vollzugszeitpunkt) shall be June 3, 2010.

9.5Closing Date (Vollzugszeitpunkt) shall be the day, 24:00 hrs, in which all and not only some of the Closing Events (as defined below) have taken place.

9.6Closing Accounts Date (Abgrenzungsbilanzstichtag) shall be May 31, 2010, 24:00 hrs.

10.CLOSING

10.1The closing of the transactions considered by this Agreement (the Closing) shall take place as soon as possible on the Scheduled Closing Date at the office of K&L Gates LLP, Markgrafenstrasse 42, 10117 Berlin, or at such other place and/or time as the Parties may agree.

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10.2On the Scheduled Closing Date, the following closing events (the Closing Events) shall simultaneously (Zug um Zug) occur:

(a)Settlement by Seller of all outstanding balances, if any, pursuant to Section 3.1 and 3.2 above and written confirmation by Seller to Purchaser thereof and that the release pursuant to Section 3.3 above has been effected;

(b)execution of the transitional services agreement substantially in the form of the draft attached as Exhibit 10.2(b) (the Transitional Services Agreement);

(c)[intentionally omitted];

(d)execution by Seller and Purchaser of a notarial deed concerning the transfer and assignment of the Sold Shares substantially in the form of the draft attached as Exhibit 10.2(d) with the transfer being subject to the condition precedent that the First Base Purchase Price Payment and the purchase prices under the US Bill of Sale (as defined below) and the Austrian Asset Deal (as defined below) has been received (Geldeingang) by the Seller (the Transfer Agreement);

(e)sale and transfer of inventory pertaining to the Business held by Beta Systems Software of North America, Inc. to Guarantor by way of a Bill of Sale (the US Bill of Sale) substantially as attached as Exhibit 10.2 (e) (i) and the transfer and assignment of certain maintenance contracts by way of an Assignment and Assumption Agreement (the US Assignment Agreement) substantially as attached as Exhibit 10.2 (e) (ii), in each case with the transfer being subject to the condition precedent that the First Base Purchase Price Payment and the purchase prices under the US Bill of Sale and the Austrian Asset Deal (as defined below) has been received (Geldeingang) by the Seller;

(f)sale and transfer of certain assets pertaining to the Business held by Beta Systems EDV-Software GmbH, Vienna, Austria to NewCo by way of a sale and transfer agreement substantially as attached as Exhibit 10.2(f) (the Austrian Asset Deal) with the transfer being subject to the condition precedent that the First Base Purchase Price Payment and the purchase prices under the US Bill of Sale and the Austrian Asset Deal (as defined below) has been received (Geldeingang) by the Seller;

(g)delivery by Purchaser of satisfactory evidence that the accession of [*.*] as additional debtor to the recourse claims under Guarantees pursuant to Section 3.4 above will be effective as of the Closing Date;

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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(h)the payment of the First Base Purchase Price Payment by Purchaser to Seller, the payment of the purchase price under the US Bill of Sale by Purchaser (on behalf of Guarantor) to Seller (on behalf of Beta Systems Software of North America, Inc.) and the payment of the purchase price under the Austrian Asset Deal by Purchaser (on behalf of NewCo) to Seller (on behalf of Beta Systems EDV-Software GmbH, Vienna, Austria) all having been received (Geldeingang) by the Seller;

10.3After all events described in Section 10.2 (a) through (h) have occurred, the Parties shall sign a closing memorandum substantially in the form of Exhibit 10.3.

11.SELLER’S GUARANTEES

Seller hereby guarantees to the Purchaser subject to the requirements and limitations contained in this Agreement, by way of an independent guarantee (selbstständiges Garantieversprechen) pursuant to Section 311 para. 1 German Civil Code (BGB) that the statements set forth hereinafter are true and correct as at the Closing Date, unless and to the extent otherwise specified below (collectively Seller’s Guarantees).

11.1Corporate Issues and Authority of the Seller

(a)This Agreement constitutes the legally binding obligation of Seller, enforceable under German laws against Seller in accordance with its term, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except that the remedy of specific performance and injunction relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Seller has the unrestricted right and capacity and is not required to obtain any third party’s consent or authorization (including, without limitation, authorities or other public bodies) to execute and close (within the meaning of Section 10.1 above), unless expressly mentioned otherwise in this Agreement, this Agreement. Subject to the exceptions in the foregoing sentence and except as expressly mentioned otherwise in this Agreement, neither the execution of this Agreement nor its Closing will (with or without notice or lapse of time) cause Seller to contravene any (i) statutes (Gesetze), regulations (Verordnungen), ordinances (Erlasse) or (ii) articles of association or similar local law organizational documents.

(b)Except as set out in Schedule 11.1 (b) (i), NewCo has on the Closing Date, and each of the Companies has, the corporate authority to carry on their respective business. Schedule 11.1 (b) (ii) contains the current articles of

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association (Gesellschaftsverträge) and any shareholders’ agreements (Gesellschafter- und Konsortialvereinbarungen) of NewCo and the Companies.  Except as set out in Schedule 11.1 (b) (iii), any filings in respect of NewCo and, to Seller’s Knowledge, the Companies required by applicable law to be made with the competent commercial register (einzutragende Tatsachen) or similar bodies under applicable foreign jurisdictions have been properly made in all material respects. Schedule 11.1 (b) (iv) contains current excerpts from the commercial registers or similar bodies under applicable foreign jurisdictions of NewCo and the Companies. There do not exist any shareholders’ resolutions of NewCo and, to Seller’s Knowledge, the Companies (other than such resolutions as are disclosed in Schedule 11.1 (b) (v)) which are filed but not entered into the commercial register or similar bodies under foreign jurisdictions.

(c)Except as set out in Schedule 11.1 (c), the statements made in Sections 1.1 and 1.2 and in Exhibit 1.1 are true and correct as of the Closing Date.

(d)NewCo and the Companies have not concluded any company agreements (Unternehmensverträge) in the meaning of Section 291 et seq. of the German Stock Corporation Act (Aktiengesetz) or plant management agreements (Betriebsführungsverträge) or similar agreements under applicable foreign jurisdictions with the exception of the agreements listed in Schedule 11.1 (d) and neither NewCo nor the Companies have concluded or have undertaken to conclude contracts on the establishment of silent partnerships (stille Beteiligungen) or sub-participation (Unterbeteiligungen). As at the Closing Date, neither NewCo nor the Companies are party to any cash pooling agreements with Seller’s Group.

(e)Immediately before the Closing Date, Seller is the sole legal and beneficial owner of the Sold Shares. At the Closing Date, NewCo is, directly or indirectly, the sole legal and beneficial owner of all shares in Kleindienst Datadress GmbH, and Kleindienst Datadress GmbH is the legal and beneficial owner of one share in ECM Nigeria. The Seller owned immediately before the Drop Down Legal Effective Date and has, by means of the Drop Down, from the perspective of German law validly transferred 9,999,999 shares in ECM Nigeria to NewCo, which transaction has not been consummated under Nigerian law.  All Shares validly exist at the Closing Date. There are no charges, pledges, liens or other forms of security or encumbrances on, over or affecting the Shares, and they are free from any rights for the benefit of third parties, including options, pre-emptive rights other than those set out in the articles of association or in the shareholders’ agreements attached as Schedule 11.1 (b) (ii) or other than those set out in Schedule 11.1 (e). The share capital of each of NewCo and the Companies is fully and validly paid in, non-assessable (keine Nachschusspflicht) unless such

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assessability is disclosed in Schedule 11.1 (b) (i) and no repayments (Rückzahlung oder Rückgewähr), neither openly nor concealed, have been made in violation of any applicable corporate law capital maintenance rules.

(f)None of NewCo or the Companies has a supervisory board (Aufsichtsrat), advisory board (Beirat) or any similar corporate body under applicable foreign jurisdictions except as set forth in Schedule 11.1 (f) or Schedule 11.1 (b) (i).

(g)Other than the participations described in Exhibit 1.1, NewCo does not hold, neither directly, indirectly nor in trust, any shares or interests or has entered into any agreement to hold any shares or interests in any other entity.

(h)Except as set out in Schedule 11.1 (h) (i), no insolvency or similar proceedings in applicable foreign jurisdictions, including judicial composition proceedings (gerichtliches Vergleichsverfahren), have been instituted or applied for within the last three years preceding the Signing Date with respect to the Seller (regarding the NewCo Business), NewCo or the Companies, nor have any legal proceedings (Einzelzwangsvollstreckung) been instituted or applied for within the last three years preceding the Signing Date with respect to any real property or other material assets of the Seller (regarding the NewCo Business), NewCo or any of the Companies. To Seller’s Knowledge, there exist no circumstances as at the Signing Date that justify the opening of such proceedings or the avoidance, challenge or rescission of this Agreement by a third party in the future; in particular, except as set out in Schedule 11.1 (h) (ii), none of the Seller, NewCo and the Companies has ceased or suspended payments (Zahlungen eingestellt), and no debt settlement arrangement (Vergleich) in connection with a debt restructuring to avoid insolvency proceedings with respect to any of NewCo or the Companies has been proposed or approved within the last three years preceding the Signing Date.

(i)Any mandatory notice requirements to the Companies or NewCo with respect to the Shares under Section 16 of the German Limited Liability Company Act and Sections 20, 21 of the German Stock Corporation Act or similar notice requirements under applicable foreign corporate laws regarding a change of shareholders or the excess of certain participation thresholds have been, at any time, duly fulfilled.

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11.2Financial Statements

(a)With respect to the NewCo Business, the consolidated financial statements of Seller as at the Effective Date attached hereto as Schedule 11.2 (a) (the Consolidated Financial Statements) have been prepared in accordance with IFRS/IAS and the segment reporting for the enterprise content management segment presents a true and fair view of the asset, financial and profit (Vermögens-, Finanz- und Ertragslage) status of the NewCo Business for the period ending on the Effective Date.

(b)The individual financial statements of NewCo (Eröffnungsbilanz) as at the Effective Date attached hereto as Schedule 11.2 (b) (the NewCo Individual Financial Statements) have been prepared in accordance with applicable local GAAP and present a true and fair view of the asset status (Vermögenslage) of NewCo as of the Effective Date.

(c)The individual financial statements of the Companies (Einzelabschluß) as at the Effective Date attached hereto as Schedule 11.2 (c) (the Companies Individual Financial Statements) have been prepared in accordance with applicable local GAAP and present a true and fair view of the asset, financial and profit (Vermögens-, Finanz- und Ertragslage) status of the Companies as of the Effective Date.

(d)To the extent not required to be included on the liabilities side of the balance sheet, any contingent liabilities of NewCo and the Companies (Eventualverbindlichkeiten) vis-à-vis third parties within the meaning of Section 251 of the German Commercial Code or similar provisions under applicable local laws - including liabilities based on comfort letters (Patronatserklärungen) - as at the Effective Date in excess of EUR 50,000.00 have been included in the Consolidated Financial Statements or in the Individual Financial Statements as below-the-lines items except as set out in Schedule 11.2 (d).

(e)Except for the items listed in Schedule 11.2 (e), as at the Closing Date and as measured by the Final Closing Accounts, neither NewCo nor the Companies have any non-current liabilities in accordance with IFRS/IAS.

(f)Neither NewCo nor any of the Companies have any liabilities (including, without limitation, contingent liabilities) from swap transactions, options or other derivatives save for any derivative transactions for purposes of hedge in the ordinary course of business or except as specifically mentioned in the Individual Financial Statements.

(g)Since the Effective Date, neither NewCo nor any of the Companies have resolved or distributed any dividends or similar payments.

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(h)NewCo and, to the Seller’s Knowledge, the Companies have complied in all material aspects with their obligations concerning the retention of records according to Section 257 of the German Commercial Code or similar provisions in applicable foreign jurisdictions.

(i)The accruals for pension obligations for the employees of the NewCo Business as calculated based on the actuarial report for IFRS-calculations of Kern, Mauch & Kollegen, Stuttgart, dated January 12, 2010 as of December 31, 2009 amount to an aggregate of [*.*]. The accruals for partial retirement for the employees of the NewCo Business as calculated based on the actuarial report for IFRS-calculations of Kern, Mauch & Kollegen, Stuttgart, dated, January 12, 2010 as of December 31, 2009 amount to an aggregate of [*.*].

11.3Conduct of Business

From the Effective Date through the Signing Date, the business operations (including, but not limited to, the accounting practice) of NewCo, the Companies and Seller (in respect of the NewCo Business) have been conducted in the ordinary course of business and substantially consistent with prior practice, except as set out in Schedule 11.3.

11.4Intellectual Property Rights

(a)Intellectual Property Rights or IPR means all unregistered and registered (including applications for registration and all versions), existing or currently developed patents (including any additions thereto or extensions, continuations, renewals, supplementary protection certificates or divisions thereof), trade marks, service marks, utility models, design rights, copyrights (in particular computer software and code, including software and firmware listings, assemblers, applets, compilers, object and source code, net lists, design tools, user interfaces, documentation, data structures, data bases, design documents, product specifications), database rights, semi-conductor topography rights, domain names, brand names, trade names, trade secrets, processes, research and technical information, employees’ inventions according to the German Act on Employees’ Inventions or respective foreign regulations on employees’ inventions, neighbouring and performing rights, know-how and all other intellectual property or industrial property rights or other forms of protection having equivalent or similar effect anywhere in the world.

(b)Seller warrants that the Companies or NewCo, respectively, are either owner or licensee of all Intellectual Property Rights that are used in and necessary for carrying on the Business as it is carried on at Closing Date

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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(together NewCo Intellectual Property Rights). The NewCo Intellectual Property Rights in particular include all Intellectual Property Rights necessary to fulfill all end customer agreements of the NewCo Business in place at Closing Date as well as all Intellectual Property Rights necessary for the continued maintenance and development of the Own Software.

(c)IPR Licenses In means all agreements pursuant to which the Companies or NewCo have been licensed or otherwise permitted to use NewCo Intellectual Property Rights owned by a third party, except where NewCo or Companies hold the worldwide, exclusive, irrevocable, temporally and locally unlimited usage rights. The IPR Licenses In agreements or the respective third party products are - not necessarily comprehensively - set out in Schedule 11.4 (c).

(d)Own Intellectual Property Rights means all NewCo Intellectual Property Rights but excluding IPR Licenses In. Schedule 11.4 (d) (i) sets forth a - not necessarily comprehensive - list of registered Own Intellectual Property Rights.  Where applicable, Schedule 11.4 (d) (i) specifies the jurisdictions in which such Own Intellectual Property Rights have been issued, registered or filed, including the respective registration or application numbers and the names of all registered owners. Schedule 11.4 (d) (ii) sets forth a - not necessarily comprehensive - list of software that is part of the Own Intellectual Property Rights (Own Software).

(e)IPR Licenses Out means all agreements under which the Companies or NewCo have licensed or otherwise permitted the use of the Own Intellectual Property Rights to or by a third party. The IPR Licenses Out agreements, unless granted in the normal course of business and with a standard scope (which is in particular not the case when an exclusive license is granted) are - not necessarily comprehensively - set out in Schedule 11.4 (e), listing the name of the agreement and the contractual counterparty.

(f)To Seller’s Knowledge, the Own Intellectual Property Rights are free and clear of any liens and/or encumbrances and solely and exclusively owned by the Companies or NewCo or when according to the applicable laws a transfer of ownership was not possible, the Companies or NewCo hold the worldwide, exclusive, irrevocable, temporally and locally unlimited usage rights (including all kinds of exploitation and modification rights). To Seller’s Knowledge, the Companies and NewCo are also not contractually obliged to pay any compensation to any third party for the Own Intellectual Property Rights. To Seller’s Knowledge, the Own Intellectual Property Rights are valid, subsisting and in full force and effect and have not been used or enforced, or failed to be used or enforced, in a manner that would result in abandonment, cancellation or unenforceability. Seller has not exclusively

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licensed any of the Own Intellectual Property Rights to any other person. To Seller’s Knowledge and except as set out in Schedule 11.12 (i) and Schedule 11.12 (ii), there is no and has not been any actual, threatened or suspected unauthorized use, infringement or misappropriation of any of the Own Intellectual Property Rights by any person, former employee or other third party which would have material effect on the Own Intellectual Property Rights. To Seller’s Knowledge, all reasonable steps required for the maintenance and protection of the Own Intellectual Property Rights have been taken in a timely and duly manner, including the payment of all application and renewal fees.

(g)The IPR Licenses In or IPR Licenses Out are valid, binding, enforceable and cannot be terminated for convenience or do not terminate automatically for at least six (6) months after the Closing Date. NewCo and the Companies use the IPR License In and IPR License Out in line with the respective agreements and are not in material breach of any IPR Licenses In or IPR Licenses Out (and thus these contracts in particular cannot be terminated for cause) and to Seller’s Knowledge no other party thereto is in breach thereof. Also, to Seller’s Knowledge and other than mentioned in Schedule 11.4. (g), no IPR Licenses In or IPR Licenses Out are subject of any dispute or proceeding and none is pending, threatened or foreseeable.

(h)Except as mentioned in Schedule 11.12 (i) and Schedule 11.12 (ii), neither (i) the use, reproduction, modification, manufacturing, licensing, sublicensing, sale or any other usage, exploitation or exercise of the NewCo Intellectual Property Rights; (ii) nor the exploitation of all Seller’s (as regards the NewCo Business) or NewCo’s products infringe the Intellectual Property Rights of any third party or constitute unfair competition or unfair trade practices under the laws of the applicable jurisdiction. To Seller’s Knowledge Schedule 11.4 (h) sets forth a comprehensive list of notices claiming or alleging that any such infringement is taking or has taken place, received by Seller within two (2) years before Closing.

(i)To Seller’s Knowledge and unless disclosed in Schedule 11.4 (i), no third party is infringing the NewCo Intellectual Property Rights and no claim has been made by Seller, NewCo or the Companies claiming or alleging that any such infringement is taking or has taken place within two years before Closing.

(j)Seller has and all the time had implemented state-of-the-art proceedings and processes to prevent open source software from being used in, incorporated into, integrated or bundled with any of the Own Software or with Software included in IPR Licenses In or IPR Licenses Out (together NewCo Software), unless such use of open source software does not

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impair the commercial use of NewCo Software and does not entail disclosure of NewCo Software source code, and to Seller’s Knowledge no open source software was or is being used in the NewCo Software in such a way.

(k)To Seller’s Knowledge only object code versions of the Own Software have been provided to the customers of Seller, NewCo and Companies on the basis of non-exclusive end user licenses executed in the ordinary course of business. Unless disclosed in Schedule 11.4 (k), source codes for NewCo’s Software have not been delivered or made available or otherwise disclosed to any third person (including Seller) and Seller has not agreed to or undertaken to or in any other way promised to provide such source code to any third person.

(l)Seller has and all the time had implemented state-of-the-art proceedings and processes to prevent NewCo’s Software from containing any disabling mechanisms or protection features which are designed to disrupt or prevent the use of NewCo’s Software, including time locks or computer viruses, other than for the purpose of safeguarding the scope of use of NewCo’s Software contractually agreed between licensor and licensee.

(m)A - not necessarily comprehensive - list of distributors, joint venture partners, sales agents or representatives who have rights to market, distribute or license out the Own Intellectual Property Rights is contained in Schedule 11.4 (m).

(n)Seller has taken all reasonable steps to protect confidential information and has not made any disclosure of know how or confidential information relating to the Business except on the basis of state-of-the-art confidentiality agreements.

(o)As of the Closing Date, Seller is not aware of any third party claims contemplated under Section 12.3 below nor, to the Seller’s Knowledge, has received within two (2) years before Closing any notice from a third party challenging the use of the “Beta Systems” name or marks.

11.5NewCo’s IT Systems and IT Contracts

(a)All hard- and software, communication systems and networks and information technology used by the NewCo Business as of the Closing Date and necessary to operate the Business in the same manner and with the same scope as before (the NewCo IT Systems) are as of the Closing Date either owned or rented, leased or licensed by NewCo or the Companies, either

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directly or through a Transitional Services Agreement concluded between Seller and NewCo.

(b)To Seller’s Knowledge, all contracts relating to NewCo’s IT Systems with the scope in place at Closing (the NewCo IT Contracts) are valid, binding and enforceable. To Seller’s Knowledge, NewCo and the Companies use the NewCo IT Contracts in line with the respective agreements and are not in material breach of any NewCo IT Contract. To Seller’s Knowledge, no other party thereto is in breach thereof. Also, to Seller’s Knowledge, no NewCo IT Contract is subject to any dispute or proceedings and none is pending, threatened or foreseeable.

(c)NewCo IT Systems have substantially the sufficient scope and capacity to operate the NewCo Business. To the Seller’s Knowledge, NewCo IT Systems have not suffered any material failures, breakdowns or data losses within the last twelve (12) months prior to Closing nor have any material defects which make such failures, breakdowns or data losses possible. To Seller’s Knowledge, NewCo IT Systems have been appropriately maintained on a regular basis. NewCo and the Companies have appropriate procedures in place for ensuring the security and safety of NewCo IT Systems as well as the confidentiality and integrity of the data stored on NewCo IT Systems in all material aspects. In particular, NewCo and the Companies make backups on a regular basis and have appropriate disaster recovery systems in place.

(d)To Seller’s Knowledge, the use of NewCo IT Systems within the respective contract terms does not infringe the Intellectual Property Rights of any third party or constitute unfair competition or unfair trade practices under the laws of the applicable jurisdiction. To Seller’s Knowledge, Seller has not received notice of claiming or alleging that any such infringement is taking or has taken place at any time.

11.6Real Property

(a)To the Seller’s Knowledge, as at the Signing Date, the leases specified in Schedule 11.6 (a) (the Leases) are, in all material respects, valid and, in all material respects, enforceable and have been validly transferred from Seller to NewCo by way of the Drop Down. To the Seller’s Knowledge, the leases will not be terminated by the relevant landlords on the grounds of the Drop Down.

(b)To the Seller’s Knowledge, any and all material agreements with the respective landlords have been set out in the Leases. To the Seller’s Knowledge, no additional written or oral agreements to the Leases exist, nor any

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ancillary agreements or supplementary agreements, nor annexes or plans, unless expressly stated in the relevant deed of reference or unless not material.

(c)NewCo and the Companies are not owner of any real property, holder of any real estate rights, beneficiary of any real estate rights as well as not obligor or debtor of such rights in relation to third parties. NewCo and the Companies are also not legally bound by any agreement that provides for an acquisition or a disposal of a property or any other real estate rights.

11.7Other Fixed Assets

All fixed assets (Anlagevermögen) reflected in the Consolidated Financial Statements or acquired since the Effective Date by the Companies or by NewCo or by Seller (in respect of the NewCo Business) are Iegally or beneficially owned (e.g. financial leases) or lawfully possessed by the Companies or by NewCo or by Seller unless sold or otherwise disposed of since the Effective Date in the ordinary course of business. Except as set out in Schedule 11.7 such fixed assets are not charged or otherwise encumbered with third party rights. Exempted from the two foregoing sentences are transfers for security purposes (Sicherungsübereignungen), retention of title rights (Eigentumsvorbehalte) or statutory or contractual liens securing liabilities, in each case as incurred in the ordinary course of business by Seller (in respect of the NewCo Business), NewCo or that Company in the balance sheet of which such fixed assets are to be shown.

11.8Current Assets

All current assets (Umlaufvermögen) reflected in the Consolidated Financial Statements or acquired since the Effective Date by Seller (with respect to the NewCo Business), NewCo or by the Companies are legally or beneficially owned or lawfully possessed by NewCo or by the Companies or by the Seller unless sold or otherwise disposed of since the Effective Date in the ordinary course of business. Such current assets are not charged or otherwise encumbered with third party rights. Exempted from the two foregoing sentences are transfers for security purposes (Sicherungsübereignungen), retention of title rights (Eigentumsvorbehalte) or statutory liens securing liabilities incurred in the ordinary course of business by Seller (in respect of the NewCo Business), by NewCo or that Company in the balance sheet of which such current assets are to be shown. To the Seller’s Knowledge, except as disclosed in Schedule 11.8, the inventory of the NewCo Business, for purposes of said schedule limited to items having in each case a book value of EUR 1,000 or more, is free from material defects and meets, in all material respects, the requirements of the relevant customer contracts.

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11.9Largest Customers

Schedule 11.9 (i) contains a list of the seventeen (17) largest maintenance customers of the NewCo Business as measured by the revenues (Umsatzerlöse) for the year ending on the Effective Date. With respect to these maintenance contracts, there are, to the Seller’s Knowledge and except as disclosed in Schedule 11.9 (ii), no written documents received by Seller (in respect of the NewCo Business) or any of the Companies before 30 April 2010 which make it reasonably likely that any of said customers will materially reduce the volume of its previous commercial activity as regards maintenance with NewCo or the Companies.

11.10[intentionally omitted]

11.11Licenses, Concessions and Permits

(a)NewCo and, to the Seller’s Knowledge, the Companies or their respective legal predecessors (including, for the avoidance of doubt, Seller with respect to the NewCo Business) have always obtained and continue to hold all public law licences, concessions and permits (Genehmigungen, Berechtigungen, Erlaubnisse), including regulatory and technical permits (the Permits) necessary for the conduct of the NewCo Business unless where the lack of such Permits has no material adverse effect for the profitability of the NewCo Business or is disclosed in Schedule 11.11 (a). The NewCo Business, with regard to the Companies to the Seller’s Knowledge, has been conducted in accordance with such Permits in all material respects. To the Seller’s Knowledge, none of such Permits is about to be revoked, suspended, annulled, modified or restricted as a whole or in part.

(b)Except as set out in Schedule 11.11 (b), none of NewCo and, to the Seller’s Knowledge, the Companies are subject to any material contractual non-competition obligations or any other material contractual restrictions of competition.

11.12Legal Proceedings

Schedule 11.12 (i) represents a complete and correct Iist of aII (i) administrative proceedings which could have a negative effect exceeding EUR 100,000, (ii) court proceedings (including arbitration proceedings), (iii) disputed tax proceedings (streitige Steuerverfahren) (the Litigation Proceedings) pending (rechtshängig; for the avoidance of doubt, Section 167 of the German Code of Civil Procedure shall not apply) to which NewCo, Seller, (with respect to the NewCo Business) or any of the Companies are parties (Prozess- oder Verfahrensbeteiligte) or, to the Seller’s Knowledge, which may result in a right of recourse of any third party against any of the Companies, Seller, (with respect to the NewCo Business) or NewCo. To the Seller’s Knowledge, in addition to the Litigation Proceedings, no such proceedings are threatened against Seller (with respect to the NewCo Business),

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NewCo or the Companies. From the Effective Date until the Closing Date, no Litigation Proceedings other than those disclosed in Schedule 11.12 (ii) have been finished (rechtskräftig abgeschlossen oder anderweitig erledigt).

11.13Labor Matters; Powers of Attorney

(a)Schedule 11.13 (a) (i) contains a complete list of all managing directors (Geschäftsführer) or similar executives in NewCo and the Companies (the Managing Directors) and Schedules 11.13 (a) (ii) contain an anonymous list of all employees of NewCo and the Companies (referring to the relevant Personalnummern of the employees only), including relevant information on the respective position/occupation, gross annual salary, gross annual remuneration including bonuses or other incentives and the information whether the contract is temporary (befristet) or open-ended (unbefristet); in this list employees enjoying special dismissal protection are indicated specifying the legal basis of such dismissal protection (parental leave, collective bargaining agreements, works agreements, employment contracts, membership in the works council or other bodies for employees’ representation, appointment as data protection officer and, to the Seller’s Knowledge, pregnancy and severe disability). It is indicated whether employees are considered Key Employees. With regard to employees of ECM Nigeria, the list (under Schedule 11.13 (a) (ii)) shall only include the name, position, gross annual salary, start date and the information whether the contract is part time or full time for each employee.

(b)An audit by the competent social security authority of the payroll documentation of the Seller took place in 2010 and Schedule 11.13 (b) is a true and complete copy of the audit report (Bescheid über die Betriebsprüfung nach § 28p Abs. 1 Viertes Sozialgesetzbuch) dated March 18, 2010 as received by the Seller on March 22, 2010.

(c)Unless disclosed in Schedule 11.13 (c) no Managing Director or Key Employee has given notice or terminated, or, to the Seller’s Knowledge, has threatened in writing to give notice or terminate, the employment relationship with NewCo or the Companies.

(d)A list of all applicable collective bargaining agreements (Tarifverträge) and all applicable works agreements (Betriebsvereinbarungen) which apply to employment relationships at NewCo or the Companies and of all written accords between management and the works council applicable for the business of NewCo (schriftliche Regelungsabreden) is contained in Schedules 11.13 (d). Since 1 January 2007, there have been no strikes, walkouts or similar collective labour disputes (Arbeitskampfmaßnahmen) with

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respect to Seller (regarding the NewCo Business), the Companies or NewCo.

(e)All pension agreements and pension schemes entered into with or set-up for employees (including Managing Directors and Key Employees) of NewCo and the Companies without insurance contracts and other arrangements being entered into or made for the financing of the pension obligations (the Unfunded Pension Schemes) are listed in Schedule 11.13 (e). All contributions to insurance contracts and other arrangements that have to be entered into or made for the financing of funded pension schemes which have been due on or before February 28, 2010, have been paid.

(f)All obligations deriving from the legal proceedings with the reference numbers [*.*]; [*.*]  and [*.*] (whether they have ended before these courts or higher courts on appeal) have been carried out, performed and discharged.

(g)No general powers of attorney (Generalvollmachten) to sign or to represent NewCo have been issued to persons, companies or third parties and are as at the Signing Date in force other than those listed in Schedule 11.13 (g).

11.14Insurances

(a)Schedule 11.14 (a) contains a complete list of all insurances taken out by, or for the benefit of NewCo or the Companies, their assets, business operations, managing directors, supervisory board members or employees (the Insurance Contracts). The Leases are appropriately insured against fire, flood, storm and burglary until the Closing Date. To the Seller’s Knowledge, the Insurance Contracts are valid and subsisting and enforceable on part of Seller, NewCo or the Companies, as the case may be, and there have not been any material amendments to such Insurance Contracts within the past twelve (12) months prior to the Signing Date. To the Seller’s Knowledge, both the respective policy holder and the insurer have duly fulfilled all obligations under the respective Insurance Contracts. To the Seller’s Knowledge, there will be no additional expenses regarding the Insurance Contracts due to the Drop Down for the year 2010.

(b)Schedule 11.14 (b) (i) contains a complete list of events which to the Seller’s Knowledge occurred since December 31, 2009, which reasonably entitled or entitle Seller (in respect of the NewCo Business) or NewCo or the Companies to any insurance benefits in excess of EUR 50,000 (in words:

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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Euro fifty thousand) in the individual case from the Insurance Contracts, or due to which such benefits have actually been claimed. Except as set out in Schedule 11.14 (b) (ii), there exist no pending (rechtshängig; for the avoidance of doubt, Section 167 of the German Code of Civil Procedure shall not apply) insurance cases relating to the NewCo Business with entitlements or alleged entitlements in excess of EUR 50,000 (in words: Euro fifty thousand).

11.15Material Agreements

(a)Schedule 11.15 (a) contains a complete list of all agreements including any amendments thereto the Companies or NewCo are party to and which have not yet been fully performed at the Signing Date by both parties to such agreements, or where the Companies or NewCo may still be subject to claims, (the Material Agreements and each of them a Material Agreement), organized by reference to the categories indicated below and falling within one or more of such categories.

(i)The agreements of the NewCo Business with the ten largest customers measured by the revenues (Umsatzerlöse) for the year 2009, but excluding individual contracts with revenues under EUR 10,000;

(ii)agreements with suppliers of the NewCo Business, involving in each case payment obligations by NewCo or the Companies in excess of EUR 100,000 or more p.a. as at May 21, 2010;

(iii)sub-contractor agreements of the NewCo Business, involving in each case payment obligations by NewCo or the Companies in excess of EUR 100,000 or more p.a. as at May 21, 2010;

(iv)agreements relating to the purchase or sale of companies, partnerships, businesses or parts thereof;

(v)agreements and obligations which contain an annual payment commitment of EUR 50,000 or more in the individual case of NewCo or the Companies, however, excluding employment agreements, lease agreements, agreements with suppliers and sub-contractors or agreements with utility providers and any agreements to be listed under the categories of Sections 11.15(a)(i)-(iv) above.

(b)Except as disclosed in Schedule 11.15 (b), to the Seller’s Knowledge, NewCo, the Companies and Seller (in respect of the NewCo Business) and

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the relevant counterparties have in the last twelve (12) months before the Closing Date complied with their obligations under the Material Agreements in all material respects. None of the Material Agreements (i) to Seller’s Knowledge, has been terminated by any party (ii) nor, to Seller’s Knowledge, has any party given written notice about its intention to terminate such agreement, (iii) all Material Agreements are valid and in full force, (iv) to Seller’s Knowledge, NewCo, Seller (as regards the NewCo Business) and the Companies have in all material respects taken all reasonable steps in the ordinary course of business to be in a position to fulfill the obligations under the Material Agreements when and as they become due. No Material Agreement will be terminated by the relevant counterparty on the grounds of the Drop Down or the transactions contemplated hereunder. To the Seller’s Knowledge, specifically, the Material Agreements have been entered into without violation of applicable public procurement laws.

11.16Public Grants

Seller (with respect to the NewCo Business), NewCo and the Companies have not received any public grants that would lead to any payment obligation after the Closing Date.

11.17Intercompany Agreements

As of the Closing Date, there exist no agreements between NewCo or the Companies on the one hand and Seller or companies of Seller’s Group on the other hand that will continue after the Closing Date, except as disclosed in Schedule 11.17.

11.18Compliance

The NewCo Business has always been conducted in compliance with any applicable law, provided that such compliance is only guaranteed to the extent that Purchaser is able to demonstrate that a non-compliance leads to a material adverse effect on the NewCo Business as it has been carried out immediately before the Closing Date.

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11.19Disclosure

Seller has fairly and correctly disclosed all material legal, financial, tax and environmental conditions of the NewCo Business that materially adversely affect the NewCo Business as it has been carried out immediately before the Closing Date..

11.20NewCo Business

As of the Closing Date, the NewCo Business comprises all material assets, employees and contracts that are used or required to be used for carrying out the Business substantially as it has been carried out in the past and in particular before the Closing Date, except as disclosed in Schedule 11.20 and to the extent provided for in the Transitional Services Agreement.

11.21Fee Obligations

Neither NewCo nor the Companies have incurred any fee obligation or other liability for advisors in connection with the Drop Down or the transactions contemplated hereunder.

11.22Compliance with Anti-Corruption Laws

(a)The following definitions shall apply:

(i)Agent means (i) any Person appointed by a power of attorney or similar instrument granted by any of the Companies which authorises that Person to act on behalf of the Companies, and, alternatively, (ii) any other agent, sales representative, sponsor or other Person appointed or retained by any of the Companies to assist any of the Companies to obtain business or to distribute, market or sell products or services of the Companies.

(ii)Anti-Corruption Laws means, to the extent applicable to Seller, (i) the United States Foreign Corrupt Practices Act, (ii) applicable laws enacted pursuant to the Organization of Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, including but not limited to Germany’s Act on Combating Bribery of Foreign Public Officials in International Business Transactions, and (iii) the anti-corruption laws of Nigeria, Romania and Croatia.

(iii)Government includes, without limitation: (i) any public government, including all levels and subdivisions of government from national to local; (ii) any public government agency, department, committee or other instrumentality; (iii) any government-owned or government-controlled company (including, for example, a national bank); (iv)

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any political party; and (v) any public international organization (including, for example, the United Nations, the World Bank, the International Monetary Fund, etc.).

(iv)Government Official includes, (i) any officer, employee or agent of any Government or of any department, agency or instrumentality (including any business or corporate entity owned, controlled, or managed by a Government, such as a government-owned or government-controlled bank) thereof, or any Person acting in an official capacity or performing public duties or functions on behalf of any such Government, department, agency or instrumentality, (ii) any political party or official thereof, (iii) any candidate for public office, or (iv) any officer, employee or agent of a public international organization, including, but not limited to, the United Nations, the International Monetary Fund or the World Bank.

(v)Person is any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or other entity.

(vi)Prohibited Payment means any payment or provision of money or anything of value (including any loan, reward, advantage or benefit of any kind), either directly or indirectly, to any Government Official or relative of any Government Official, in order to influence any act, decision or omission of any Government Official, to obtain or retain business, to direct business to the Companies or to gain any improper advantage or benefit for the Companies.  Prohibited Payment does not include any reasonable and bona fide expenditure, such as travel and lodging expense, incurred by or on behalf of a foreign official that is directly related to the execution or performance of a contract with a Government, or any facilitating or expediting payment for the purpose of expediting or securing the performance of routine Government action.

(b)To the Seller’s Knowledge, neither Seller (in respect of the NewCo Business), NewCo and the Companies nor any of their officers, directors, employees or Agents, have given, offered, promised or authorized any Prohibited Payment.

(c)To the Seller’s Knowledge, neither Seller (in respect of the NewCo Business), NewCo and the Companies nor any of their officers, directors, employees or Agents have given, offered, promised or authorized the giving of money or anything of value, directly or indirectly, to any Person while knowing

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or possessing a firm belief that all or a portion of such money or thing of value would be used to make a Prohibited Payment.

(d)Since its March 15, 2010 disclosure to Purchaser regarding the status of Agent retention and business (including all such disclosures to Purchaser prior to March 15, 2010), Seller (in respect of the NewCo Business), NewCo and the Companies have not retained, terminated, or altered significantly Seller’s relationship with any Agent in connection with the Business and have not undertaken any additional contractual obligations to any such Agent (including but not limited to by addendum or amendment to an existing contract) outside the ordinary course of business, except as disclosed on Schedule 11.22 (d).

11.23All Schedules referred to in Section 11 are collectively referred to as the Disclosure Schedules. Seller does not give or assume any warranties or guarantees of any nature other than those set forth in Section 11 above and none of the Seller’s Guarantees shall be construed as a guarantee or representation with respect to the quality of the purchase object within the meaning of Sections 443, 444 German Civil Code (Garantie für die Beschaffenheit der Sache).

11.24For the purpose of this Agreement, to the Seller’s Knowledge shall mean (i) the actual knowledge of [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]), [*.*] ([*.*]) and, only with regard to facts in the sphere of Beta Systems Software Africa Limited (ECM Nigeria), [*.*] ([*.*]), in each case as of the Closing Date; and (ii) the knowledge each of the aforementioned individuals is expected to have as of the Closing Date considering the specific position mentioned above of that individual within the organization of Seller’s Group and as measured by negligence within reasonable management practice on the part of the respective person provided, however, that the respective person has not been required to make any specific inquiry to other employees within the organization of Seller’s Group at the occasion of preparing or concluding this Agreement.

12.GUARANTEES AND UNDERTAKINGS OF PURCHASER

12.1Purchaser represents and warrants in the form of an independent guarantee (selbstständiges Garantieversprechen) according to § 311 German Civil Code as of the Signing Date:

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except that the remedy of specific performance and injunction relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Purchaser has the unrestricted right and capacity and is not required to obtain any third party’s consent or authorization (including, without limitation, authorities or other public bodies) to execute and close (within the meaning of Section 10.1 above), unless expressly mentioned otherwise in this Agreement, this Agreement. Subject to the exceptions in the foregoing sentence and except as expressly mentioned otherwise in this Agreement, neither the execution of this Agreement nor its Closing will (with or without notice or lapse of time) cause Purchaser to contravene any (i) statutes (Gesetze), regulations (Verordnungen), ordinances (Erlasse) or (ii) articles of association or similar local law organizational documents.

12.2Purchaser shall ensure that after expiry of an interim period of six (6) months after the Closing Date NewCo as well as ECM Nigeria cease to use (as part of its corporate or trade name, internet domains or otherwise) the “Beta Systems” name or any logo, trademark, trade name or other derivative thereof. Purchaser shall cause, at latest at the end of the afore-mentioned interim period, NewCo and ECM Nigeria to remove or obliterate the “Beta Systems” name and marks from their signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents and other items and materials of the business and otherwise, and shall procure that after that time no such items and materials are put into use which bear similarity to the “Beta Systems” name, marks or logo. Conversely, NewCo, Guarantor and the Companies shall be expressly entitled, for the interim period of six (6) months from the Closing Date, to use (as part of its corporate or trade name, internet domains or otherwise) the “Beta Systems” name or any logo, trademark, trade name or other derivative thereof provided that the use of such name, logo, trademark, trade name or other derivative thereof is conducted substantially consistent with prior practice.

12.3Purchaser agrees that Seller shall have no responsibility for claims by a third party arising out of, or relating to, the use after Closing of the “Beta Systems” name or marks by NewCo or ECM Nigeria or any of their affiliated companies within the meaning of Section 15 of the German Stock Corporation Act within the scope provided for under Section 12.2 above, and Purchaser undertakes to indemnify and hold harmless Seller from and against any such third party claims.

12.4Purchaser agrees that any claims regarding warranty (Gewährleistung), express or implied guarantees and tax under the US Bill of Sale, the US Assignment Agreement and the Austrian Asset Deal shall be exclusively provided for under this

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Agreement. By way of a contract in favor of third parties (echter Vertrag zugunsten Dritter), Purchaser shall indemnify Beta Systems EDV-Software GmbH, Vienna, Austria against any such claims by NewCo, in particular regarding warranty claims pursuant to mandatory law, under the Austrian Asset Deal and Purchaser shall indemnify Beta Systems Software of North America, Inc. against any such claims by Guarantor, in particular regarding warranty claims pursuant to mandatory law, under the US Bill of Sale and the US Assignment Agreement. For the avoidance of doubt, these indemnifications shall not exclude or limit any claims Purchaser may have under this Agreement.

12.5Purchaser shall procure that as soon as practical after the Closing Date, Seller is released from all liabilities vis-a-vis Sixt Leasing AG with regard to NewCo’s company car scheme (including fuel cards).

12.6Purchaser shall procure that NewCo transfers and assigns (zur Sicherung abtreten) all of its existing and future trade receivables immediately after the Closing Date substantially in the form of the security assignment agreement attached hereto as Exhibit 12.6. as security of Seller’s claims under Sections 4.2 (b), 4.2 (c) and 4.4. If NewCo has not offered to enter into the security assignment agreement in accordance with the immediately preceding sentence within 10 Banking Days after the Closing Date, any outstanding amounts in connection with Seller’s claims under Sections 4.2 (b), 4.2 (c) and 4.4. shall become due and payable without further notice.

13.REMEDIES

13.1In the event of any breach or any non-fulfillment by Seller of any of Seller’s Guarantees contained in Section 11 above, Purchaser shall notify Seller in writing within one (1) month from becoming aware of such alleged or potential breach. Purchaser shall give Seller the opportunity to remedy the breach within one (1) month of receipt of written information by Purchaser that describes the potential claim in detail, and, to the extent practical, states the estimated amount of such claim.

13.2In the case of an actual breach or an actual non-fulfillment by Seller of any of Seller’s Guarantees contained in Section 11 above (the Purchaser Claim), if and to the extent that Seller fails to provide restitution in kind (Naturalrestitution) within the period set forth in Section 13.1 above or if such restitution in kind is not possible, Purchaser shall have the right to demand that Seller shall pay monetary damages to Purchaser, provided however, that such damages shall only cover actual damages incurred by either Purchaser, NewCo or any of the Companies. Seller shall have the right to pay monetary damages to Purchaser in such amount as would be necessary to effect the restitution in kind. In no event a Purchaser Claim shall result in a rescission (Rückabwicklungsschuldverhältnis) of this Agreement. With respect

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to lost profits and consequential damages, the following provisions shall apply:

(a)In case of a breach of the Seller’s Guarantees in 11.4 (b), 11.4 (h), 11.9, 11.15 or 11.20, Purchaser shall also be entitled to lost profits and frustrated expenses (vergebliche Aufwendungen) (including, for the avoidance of doubt, write offs on redundant inventory and salaries of employees dedicated to the contract), such loss or expense must, however, have originated (entstanden) within twelve (12) months of the Closing Accounts Date and shall only relate to this period.  Any other consequential damages shall be excluded.

(b)In case of all other Purchaser Claims lost profits and any consequential damages shall be excluded.

(c)In the case of a breach of the anti-corruption guarantees contained in Section 11.22, Purchaser shall also be entitled to claim any criminal monetary penalties and any civil monetary penalties incurred by Purchaser, NewCo or the Companies.

Internal or overhead costs of the Purchaser and taxes payable as a result of any indemnity payments, frustrated expenses (vergebliche Aufwendungen) within the meaning of Section 284 German Civil Code (Bürgerliches Gesetzbuch) (other than under (a) above) or any arguments that the Purchase Price was calculated upon incorrect assumptions shall be excluded.

13.3Without prejudice to the validity of the Purchaser Claim or alleged claim in question, Purchaser shall allow, and shall cause the Companies or NewCo to allow, Seller and their accountants and their professional advisors to reasonably investigate the matter or circumstances alleged to give rise to such Purchaser Claim, and whether and to what extent the amount is payable in respect of such Purchaser Claim and, for such purpose, Purchaser shall give and shall cause NewCo or the Companies to give, subject to their being paid their reasonable out-of-pocket costs and expenses, reasonable information and assistance including the right to examine and copy or photograph any assets, accounts, documents and records, as Seller may reasonably request. The legal concept of mitigation of damages (Schadensminderungspflicht) and the offsetting of monetary advantages (Vorteilsausgleichung) shall apply to all Purchaser Claims. Future offsetting benefits, savings or other quantifiable financial advantages shall be valued at their net present value calculated at a discount rate of 3% p.a.

13.4Seller shall not be liable for, and Purchaser, NewCo and any of the Companies shall not be entitled to bring any Purchaser Claim if and to the extent that:

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(a)the amount of the Purchaser Claim is recoverable from a third party or under an insurance policy, provided that Seller shall for a period of three (3) years remain liable for any increase of insurance premiums or loss of discount on premiums to the extent they result from such recovery; or

(b)the underlying facts or circumstances to which the Purchaser Claim relates were fairly disclosed by Seller to Purchaser (including its advisors) (i) in management presentations, responses to questionnaires and emails, in each case from October 26, 2009 through the Signing Date, as well as in this Agreement or its Exhibits and Schedules (it being understood that matters disclosed in the Disclosure Schedules shall be deemed as disclosed against all Seller’s Guarantees unless a prudent reader having done due diligence would not apply the disclosure in one Disclosure Schedule to such other Seller’s Guarantee); or (ii) in the documents provided in the data room prepared by Seller on Seller’s Berlin premises and in the virtual data room under www.my.docurex.com from February 19, 2010 to May 28, 2010 and as conclusively listed in Exhibit 13.4 (b). For the avoidance of doubt, Section 442 of the German Civil Code and Section 377 of the German Commercial Code shall not apply mutatis mutandis; or

(c)the procedures set forth in Sections 13.1 sentence 1 and 13.5 and 13.6 were not observed by Purchaser or NewCo or the Companies, unless Purchaser demonstrates (beweist) that Seller was not materially prejudiced by the non-compliance with such procedures.

13.5If the Companies, NewCo or Purchaser are sued or threatened to be sued by a third party (the Third Party Claim), which may give rise to a Purchaser Claim, the Purchaser shall (i) make available to the Seller a copy of any Third Party Claim in text format (in Textform) and of any time-sensitive documents and (ii) give the Seller the opportunity to defend the Purchaser or any of the Companies or NewCo against such claim. The Seller shall have the right to defend the claim by all appropriate proceedings and shall have the power to reasonably direct and control such defense. In particular, without limitation, the Seller may (i) reasonably participate in and direct all negotiations and correspondence with the third party, (ii) reasonably appoint and instruct counsel acting, if necessary, in the name of the Purchaser or any of the Companies or the NewCo, and (iii) reasonably require that the claim be litigated or settled in accordance with the Seller’s instructions. The term reasonably in the two immediately preceding sentences shall mean that Seller shall conduct such proceedings in good faith using reasonable endeavors to take the interest of the Purchaser and any of the Companies and NewCo into account.

13.6Purchaser or any of the Companies or NewCo shall not be entitled to acknowledge or settle a Third Party Claim or permit any such acknowledgement or settlement without the Seller’s prior written consent (not to be unreasonably withheld in light of

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the risk to lose the case if and to the extent required by applicable laws or regulations). The Purchaser or any of the Companies or NewCo shall reasonably cooperate with the Seller in the defense of any Third Party Claim, provide the Seller and its representatives (including, for the avoidance of doubt, its advisors) reasonable access to all relevant business records and documents and permit the Seller and its representatives to reasonably consult with the directors, employees and representatives of the Purchaser or any of the Companies or NewCo. To the extent that the Seller is in breach of a guarantee provided for under Section 11 above, all costs and expenses incurred by Seller, and all costs reasonably incurred by Purchaser (including advisors’ fees), in defending such Third Party Claim shall be borne and indemnified by the Seller unless and to the extent such costs are recoverable from a third party under applicable statutory laws. To the extent that the Seller was not in breach, any costs and expenses by Purchaser and all costs reasonably incurred by the Seller in connection with the defense (including advisors’ fees) shall be borne and indemnified by the Purchaser unless and to the extent such costs are recoverable by Seller under applicable statutory rules.

13.7Sections 13.2 last sentence, 13.3, 13.4(a), 13.4(c) (the latter only with regard to the references therein to Sections 13.5 and 13.6), 13.5 and 13.6 shall apply mutatis mutandis to any indemnification obligations of Seller arising under Section 14 of this Agreement, provided that these Sections shall not apply if and to the extent a relevant indemnification clause contains specific language, deviating from these Sections.

14.INDEMNIFICATIONS BY SELLER

14.1Seller shall indemnify and hold harmless Purchaser, NewCo and the Companies from and against all claims made by third parties prior to the Closing Date if and to the extent such claims are recovered under the Insurance Contracts. Seller shall use reasonable efforts to recover the claims under the Insurance Contracts.

14.2Seller shall indemnify Purchaser, NewCo and the Companies and hold Purchaser, NewCo and the Companies harmless from and against all obligations from the [*.*] of [*.*], as far as such obligations cover periods prior to the Closing Accounts Date. Purchaser shall use all reasonable efforts and shall procure NewCo and the Companies to use all reasonable efforts to limit such obligations. In deviation from Sections 13.5 and 13.6, Seller and Purchaser shall use reasonable efforts to jointly agree on whether and how to defend against any obligations from the above collective bargaining agreement, and shall in particular jointly coordinate any appointment and instruction of legal counsel. Any court costs and other legal costs in connection with a defense shall be borne 50% by Seller and 50% by Purchaser.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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14.3Seller shall indemnify Purchaser, NewCo and the Companies and hold Purchaser, NewCo and the Companies harmless from and against all pension obligations from funded pension schemes where the employer has an obligation to enter into insurance contracts or to make other arrangements for the financing of the pension scheme (Direktversicherungen) and where NewCo or a Company has not entered into these insurance contracts or made other arrangements according to their obligation.

14.4Seller shall indemnify Purchaser, NewCo and the Companies and hold Purchaser, NewCo and the Companies harmless from and against all pension obligations to wards employees (including Managing Directors or Key Employees) who were retired at the Effective Date.

14.5Seller shall indemnify Purchaser, NewCo and the Companies from and against any damage, losses and liabilities resulting from a violation of the prohibition to sub-licence to [*.*] under [*.*] between Seller and [*.*] of [*.*] prior to Closing.

14.6Seller shall indemnify Purchaser, NewCo and the Companies from and against [*.*] of a loss of the advance payment (as reflected in the Final Closing Accounts) made by Seller to [*.*] resulting from a termination of [*.*] entered into between Seller and [*.*] with effective date [*.*] based on [*.*] under [*.*] of this [*.*], unless and to the extent (for the avoidance of doubt, [*.*]) the advance payment is recovered by Purchaser, NewCo or the Companies from [*.*]Purchaser, NewCo and the Companies shall use reasonable efforts to recover the advance payment from [*.*].

14.7After the Closing Date, Purchaser, at its sole discretion, may initiate proceedings for the liquidation of Kleindienst Datadress GmbH. If NewCo passes the shareholder’s resolution to liquidate (Auflösungsbeschluss, Section 60 paragraph 1 number 2 of the German Limited Liability Company Act) Kleindienst Datadress GmbH within three (3) months after the Closing Date and thereafter pursues the liquidation proceedings within a reasonable time scope, Seller shall hold harmless and indemnify Purchaser, NewCo and the Companies from any liability to third parties raised in the liquidation (including the original liquidation proceeding and any possible subsequent liquidation (Nachtragsliquidation).

15.TAX

15.1For the purpose of this Agreement Tax or Taxes shall mean any taxes and tax related ancillary obligations (steuerliche Nebenleistungen) within the meaning of Section 3 German Tax Code (Abgabenordnung) or the relevant provisions under applicable foreign law, as well as any levies, public social security contributions and

[*.*]  Confidential treatment requested: Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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customs duties, which are levied by any domestic or foreign governmental authority responsible for their assessment, administration or collection (Tax Authority) irrespective whether (i) the Tax is owed as Tax payer or as obligor of a Tax owed by another party (Haftungsschuld), or whether (ii) the Tax is assessed, to be withheld or payable by law. Deferred taxes (latente Steuern) within the meaning of Sec. 274 of the German Commercial Code (HGB), IFRS or any other international or local accounting standards or practice are not Taxes within the above meaning.

For the purpose of this Agreement Tax Return or Tax Returns shall mean any tax returns, other tax applications and other legally required declarations according to the German tax law and German tax regulations (Richtlinien) and to applicable laws of any other jurisdiction.

For the purpose of this Agreement Administrative Notification shall mean any demand to submit a Tax Return, any Tax assessment, any notice of a Tax audit or other inspection and any report on the findings of a Tax audit or other inspection as well as of any other communication with the Tax Authorities.

15.2Tax Guarantees

(a)The seller guarantees by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Section 311 para. 1 German Civil Code (BGB) that the statements set forth hereinafter are true and correct as at the Closing Date:

(i)Between the Effective Date and the Closing Date any Taxes of NewCo and the Companies due on or before the Closing Date have been paid respectively withheld completely and in due time.

(ii)Any Tax Returns of NewCo and the Companies due before the Closing Date have been filed completely and in due time.

(iii)Neither NewCo nor the Companies have accomplished any legal transaction between the Effective Date and the Closing Date which has to be qualified as hidden profit distribution and any transfer pricing agreements of NewCo and the Companies concluded between the Effective Date and the Closing Date are in accordance with German tax law and German tax regulations (Richtlinien) and applicable laws of any other jurisdiction.

(b)In the event of any actual or potential breach or any actual or potential non-fulfillment by Seller of any Tax Guarantees contained in Section 15.2, Sections 13.1, 13.2, 13.4 (b) and 15.4 shall apply mutatis mutandis.

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15.3Seller shall indemnify and hold harmless Purchaser or - up to the discretion of the Purchaser - NewCo and the Companies from any Taxes, which are assessed against NewCo or the Companies before or after the Effective Date if and to the extent such Taxes relate to a time period ending on or before the Effective Date (Tax Losses).

15.4Seller shall not be liable under Section 15.3 for any Tax Losses if and to the extent

(a)the amount of such Tax Losses is recovered or could have reasonably been recovered from a solvent third party after the Closing Date;

(b)such Tax Losses are the result of (i) any change in the accounting and taxation principles or practices of NewCo or the Companies (including methods of submitting Tax returns) introduced after the Closing Date; or (ii) any transaction, action or omission (including but not limited to the change in the exercise of any Tax election right, the approval or implementation of any reorganisation measure or the sale of any asset) taken by Purchaser or NewCo or the Companies after the Closing Date with retroactive effect for a time period ending before the Effective Date;

(c)Purchaser or NewCo or the Companies is entitled to receive a benefit, set-off or reduction of Taxes, including (without limitation) benefits resulting from the lengthening of any amortization or depreciation periods, higher depreciation allowances or the increase of loss carry-forwards (Future Tax Benefits)as a result of an adjustment that has given rise to a Tax Loss for which NewCo or the Companies have been indemnified under Section 15.3; such Future Tax Benefits shall be determined on a lump sum basis applying a Tax rate of [*.*] for trade and corporate income tax purposes (including solidarity surcharge) and to be discounted by [*.*] per annum spreading the timing difference in [*.*] over [*.*].

15.5Seller shall not be liable under Section 15.3 unless the aggregate amount of Tax Losses of NewCo or the Companies for the time period ending on or before the Effective Date exceeds the aggregate amount of any liabilities and provisions for Taxes for that period as recorded in the relevant individual financial statements of NewCo or any of the Companies, in each case for the period ending on the Effective Date.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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15.6Co-operation on Tax Proceedings

(a)Filing of Tax Returns

(i)Purchaser shall file, and shall procure that NewCo and the Companies will file, all Tax Returns which are due to be filed by NewCo or the Companies after the Closing Date. Any Tax Return to be filed by Purchaser or NewCo or the Companies relating to a taxable period ending on or before the Effective Date shall be consistent with the policies, procedures, practices and election rights adopted in the Tax Returns for previous Tax periods of NewCo and the Companies. These Tax Returns shall be subject to the review and prior written consent of Seller. Seller shall not withhold its consent unreasonably. Purchaser shall provide, and shall procure that NewCo and the Companies will provide, copies of any such Tax Return to Seller no later than thirty (30) Business Days prior to the date on which such Tax Return shall be filed. Seller shall return its comments to Purchaser within twenty (20) Business Days following the receipt (Zugang) of the copies of such Tax Return. If Seller does not respond in written form within this time period Purchaser and NewCo and the Companies may file Tax Returns at their discretion. If Seller and Purchaser fail to reach an agreement on the contents of a Tax Return, the Tax Return shall be filed according to the instructions of Seller, and Seller shall then assume the responsibility for the contents of that Tax Return to the extent Seller’s position deviates from the position of Purchaser.

(ii)Tax Returns referred to in this Section 15.6 (a) which relate to a taxable period ending on or before the Effective Date shall not be amended or changed by Purchaser, NewCo or the Companies without the prior written consent of Seller.

(b)Other Tax proceedings

(i)Purchaser shall inform Seller comprehensively of any Administrative Notification which relates to time periods ending on or before the Effective Date without undue delay, at the latest, however, within five (5) Business Days following the receipt (Zugang) of the underlying Administrative Notification at the Purchaser respectively NewCo or the Companies. Each notification by the Purchaser shall be in writing including the Administrative Notification. At Seller’s request Purchaser shall provide, and shall procure that NewCo and the Companies will provide, Seller with all documents defined in particular by the Seller and other information (i) that are necessary for Seller to evaluate the Tax assessments or Tax audits and the potential liability of Seller in connection therewith or (ii) that are reasonably requested by Seller. Seller shall comment in writing within fifteen (15) Business Days upon notification or, at the latest five (5)

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Business Days prior to the expiration of the respective time limit (Einspruchs- bzw. Erwiderungsfrist) on whether and which legal objections will be raised. If Seller fails to comment, Purchaser may decide at its own discretion. Any rights of information and participation of the Seller are limited to information and participation relevant for the subject matter of the above mentioned Administration Notification.

(ii)Seller and its advisers shall be entitled to take part in any Tax audits or other inspections carried out by Tax Authorities or in meeting with Tax Authorities with regard to Taxes relating to time periods ending on or before the Effective Date. Any rights of information and participation of the Seller are limited to the information and participation relevant for the subject matter of the above mentioned Tax audits or other inspection. All Seller’s expenses have to be borne by the Seller.

(iii)At Seller’s request and at the expense of Seller Purchaser shall file objections and conduct legal proceedings against any Tax claim, order, audit, decree or judgment in accordance with Sellers’ directions and/or instruct NewCo and the Companies to do the same insofar as it relates to time periods ending on or before the Effective Date. Purchaser shall follow, and shall procure that NewCo and the Companies follow, the instructions of Seller with regard to the treatment of such dispute and shall coordinate with Seller any measures intended to be taken in respect of such a dispute.

(iv)Insofar as time periods ending on or before the Effective Date are concerned Purchaser shall refrain, and shall procure that NewCo and the Companies refrain, from making any concessions or submitting any statements as may be detrimental to Seller and/or NewCo and the Companies and/or counteract entitlements pursuant to this clause and Purchaser shall not, and shall procure that NewCo and the Companies will, settle any audit, claim, assessment or other dispute without Seller’s prior and written consent.

(v)The obligation to inform Seller and coordinate Tax matters with Seller as set forth under this Section 15 shall also include any other communication, negotiation or agreement with any Tax Authority regarding NewCo or the Companies which may be relevant for time periods ending on or before the Effective Date. Purchaser shall procure the cooperation of NewCo, the Companies and their legal successors with Seller in line with the terms of this Section 15.

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(vi)If Purchaser or NewCo or the Companies fail to comply with any of its obligations provided for in this Section 15, it shall not be entitled to request any payment under this Section 15 in connection with the relevant Tax Loss if and to the extent Seller demonstrates (beweist) that his ability to avoid or mitigate such Tax Losses was materially prejudiced by the non-compliance with such obligations.

15.7Sellers’ indemnification payments under this Section 15 shall become payable no earlier than ten (10) Business Days after Seller has received a written notice by Purchaser that payment of the respective Tax to the competent authority is due, but no later than three (3) Business Days before the day on which the respective Tax becomes payable by NewCo and the Companies to the competent Tax Authority.

The Purchase Price will retroactively be decreased respectively increased by any payments to be settled under this Section 15.

15.8If and to the extent NewCo or the Companies receive a Tax refund or are entitled to claim a repayment of any Tax, Purchaser shall pay an amount equal to such refund or claim to Seller, if and to the extent said refund or claim relates to a time period ending on or before the Effective Date and if and to the extent the aggregate amount of said refunds or claims of NewCo or the Companies exceeds the respective aggregate amount for such refunds or claims as recorded in the relevant individual financial statements of NewCo or any of the Companies, in each case for the period ending on the Effective Date. For the avoidance of doubt, Section 15.6 shall apply mutatis mutandis. Claims under this Section 15.8 shall become payable immediately when such refund is made.

15.9The claims under this Section 15 shall become time barred (Verjährung) from the expiry of (nach Ablauf von) three (3) months after the respective tax assessment has become final and unappealable (bestandskräftig) or, if earlier, from the expiry of (nach Ablauf des) the fifth anniversary of the Closing Date.

16.EXPIRATION OF CLAIMS, LIMITATION OF CLAIMS

16.1All Purchaser Claims shall be time-barred (verjährt) eighteen (18) months after the Signing Date. Exempted herefrom are:

(a)All Purchaser Claims in respect of liabilities for defects of title arising from a breach in respect of Section 11.1 (e) above which shall be time-barred (verjährt) on the tenth (10th) anniversary of the Closing Date;

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(b)all claims of Purchaser arising as a result of willful or intentional breaches of Seller’s obligations under this Agreement which shall be time-barred in accordance with the statutory rules in Section 195, 199 German Civil Code;

(c)for the avoidance of doubt, all tax indemnities which shall be time-barred as set forth in the tax clause in Section 15.

16.2Claims under Section 14.2 shall be time-barred three (3) years after the Closing Date. Claims under Section 14.3 shall be time-barred eighteen (18) months after the Closing Date. Claims under Section 14.5 shall be time-barred two (2) years after the Closing Date. Claims under Section 14.6 shall be time-barred two (2) years after the Closing Date. Claims under Section 14.7 shall be time-barred six (6) years after the Closing Date.

16.3The expiry period for any claims of Purchaser under this Agreement shall be tolled (gehemmt) pursuant to Section 209 German Civil Code by any timely demand for fulfillment, provided that Purchaser commences judicial proceedings within three (3) months after the expiry of the relevant time limitations (Verjährungsfristen). Section 203 German Civil Code shall not apply, unless the Parties agree in writing that the expiry period shall be tolled on the basis of pending settlement negotiations.

16.4Any Purchaser Claim, claims under the tax indemnifications and other secondary claims of Purchaser arising from or in relation to Sections 17, 18 and 19 of this Agreement can only be made if (i) the individual claim exceeds an amount of [*.*] (in words: [*.*]) (the De Minimis Amount), and (ii) one or more individual claims (excluding the aforesaid de minimis claims which do not exceed the De Minimis Amount (the De Minimis Claims)) which arise either within a [*.*] period after the Closing Date, exceed in the aggregate an amount of [*.*] (in words: [*.*]) (the Threshold) or which arise within a subsequent twelve (12) month period, each starting at the anniversary of the Closing Date, exceed in the aggregate the Threshold. Once one or more individual claims (excluding the De Minimis Claims) which arose within a twelve (12) month period exceed in the aggregate the Threshold, Purchaser shall be entitled to payment of the entire amount of the relevant claims as well as of all subsequent claims (excluding the De Minimis Claims), however with a one-time deduction of [*.*] (in words: [*.*]).

16.5The aggregate liability for Purchaser Claims and under the guarantees and indemnities provided by Seller under Section 14 and 15 and for any other secondary claim of Purchaser arising from or in relation to Sections 17, 18 and 19 of this Agreement shall not exceed [*.*] (in words: [*.*]) (the Liability Cap), except for willful or intentional breaches of Seller’s obligations under this Agreement.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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16.6The Parties are in agreement that the remedies that the Purchaser, NewCo or any of the Companies, may have against Seller for breach of obligations set forth in this Agreement are solely governed by this Agreement, and the remedies provided for by this Agreement shall be the exclusive remedies available to Purchaser or NewCo or the Companies. Any right of Purchaser to (i) withdraw from this Agreement or to require the winding up of the transaction contemplated hereunder (rückabwickeln), (ii) any Claims for breach of pre-contractual obligations (culpa in contrahendo, including but not limited to claims arising under Sections 241 (2), 311 (2) (3) German Civil Code) or ancillary obligations (positive Forderungsverletzung, including but not limited to claims arising under Sections 280, 282 German Civil Code), (iii) frustration of contract pursuant to Section 313 German Civil Code (Störung der Geschäftsgrundlage), (iv) all remedies of Purchaser for defects of the Object of Sale under Sections 434 through 441 German Civil Code, (v) all claims under tort law (Deliktsrecht), including but not limited to Sections 823 through 853 German Civil Code and (vi) any and all other statutory rights and remedies, if any, are hereby expressly excluded and waived by Purchaser, except claims for wilful deceit (arglistige Täuschung) and other intentional breaches of contract (vorsätzliche Vertragsverletzungen). The Parties are in agreement that Seller’s Guarantees shall not serve to provide Purchaser with any other claims than those set forth in this Agreement. The Parties are further in agreement that under no circumstances shall Seller’s Guarantees be construed as representations of Seller with respect to the quality of the purchase object within the meaning of Sections 443, 444 German Civil Code (Garantie für die Beschaffenheit der Sache) and therefore, Purchaser explicitly waives the application of Section 444 German Civil Code.

17.SELLER’S COVENANTS AND UNDERTAKINGS

17.1Under Section 7 para. 2 of the Drop Down Agreement, in the case of doubt regarding the scope and allocation of assets transferred to NewCo under the Drop Down Agreement, Seller vis-à-vis NewCo is entitled to determine the scope and allocation in accordance with Section 315 German Civil Code (Bürgerliches Gesetzbuch). Deviating from this provision in the relationship between Seller and Purchaser, Seller herewith undertakes to Purchaser to only make use of its determination right after having consulted with Purchaser and based on a mutually agreed decision between Seller and Purchaser.

17.2Seller undertakes to perfect the transfer of the 9,999,999 shares in ECM Nigeria from the Seller to NewCo under Nigerian law and to provide all reasonable assistance for the registration of NewCo as new shareholder of ECM Nigeria under Nigerian law by 31 December 2010. Until the transfer under Nigerian law has occurred, Seller shall treat NewCo economically in all respects, including, without limitation, with respect to the entitlement to profits and the exercise of voting rights, as if the transfer had already occurred on or before the Closing Date.

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18.NON-COMPETE UNDERTAKING

18.1Seller shall not, and shall procure that also all other companies within Seller’s Group shall not, compete, directly or indirectly, with the NewCo Business as conducted on the Signing Date for a period of three (3) years from the Closing Date. Nothing in the immediately preceding sentence shall prevent Seller from conducting its data center infrastructure business and its identity management business.

18.2Seller further shall not, and shall procure that all other companies within Seller’s Group shall not, for a period of three (3) years from the Closing Date directly or indirectly entice away (abwerben) any person involved in the NewCo Business.

19.RESTRICTION OF ANNOUNCEMENT, COOPERATION, CONFIDENTIALITY

19.1Each of the Parties undertakes that it will not make an announcement or disclosure regarding the subject matter of this Agreement unless required by applicable mandatory law or capital market regulations (Börsen- und Finanzmarktregeln) or unless the other Party hereto has given its respective consent to such announcement, including the form of such announcement, which consent may not be unreasonably withheld or delayed and may be subject to conditions. If and to the extent any announcement or disclosure of information regarding the subject matter of this Agreement is to be made under applicable mandatory laws, in particular any applicable capital market regulations, the Party being concerned shall not disclose any such information without prior consultation with the other Party. Each Party to this Agreement shall also (i) keep strictly confidential any information obtained by it in connection with the negotiation and execution of this Agreement with respect to the other Party and their affiliated companies within the meaning of Section 15 et seq. of the German Stock Corporation Act, (ii) effectively prevent any access by third parties to such Information and (iii) shall not use such confidential Information for itself or for any third party except to the extent that (iv) the relevant facts or circumstances are publicly known, become publicly known without any violation of this covenant, or the disclosure of which is required by law or under capital market regulation.

19.2Upon and after the Closing Date, Seller and Purchaser shall each use all reasonable efforts to execute and deliver or procure to be done, executed and delivered all such further acts, deeds, documents, instruments of conveyance, assignment and transfer and things as may be reasonably necessary to implement the terms of this Agreement.

19.3For a period of two years after the Closing Date, Seller shall keep strictly confidential all Proprietary Information they have obtained in relation to the NewCo Business, NewCo and the Companies, effectively prevent any access by third parties to such Proprietary Information and shall not use such Proprietary Information for itself

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or for any third party except to the extent that the relevant facts or circumstances are publicly known, become publicly known without any violation of this covenant, or the disclosure of which is required by law or under capital markets regulation. Proprietary Information shall mean the Information created, transferred, recorded or employed as part of, or otherwise resulting from the activities undertaken by the NewCo Business, NewCo and the Companies which constitutes the confidential, proprietary or trade secret information of the NewCo Business, NewCo and the Companies. Such information may be of, but not limited to, a business, organizational, technical, financial, marketing, operational, regulatory or sales nature and shall include, without limitation, any and all source codes and information relating to services, methods of operation, price lists, customer lists, technology, designs, specifications or other proprietary information of the business or affairs of the NewCo Business, NewCo and the Companies.

20.NOTICES

All notices and other communications hereunder shall be made in writing and shall be delivered or sent by registered mail, courier or fax to the addresses below or to such other addresses which may be specified by any Party to the other Parties in the future in writing:

If to Seller:

Beta Systems Software AG
Gernot Sagl
Vorstand
Alt-Moabit 90d
10559 Berlin
Germany
Fax: +49 30 726 118 880

with a copy to:

Dr Karsten Müller-Eising
Hogan Lovells LLP
Untermainanlage 1
60329 Frankfurt am Main
Germany
Fax: +49 69 96236 100

If to Purchaser:

BancTec GmbH
Steffen Link

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Geschäftsführer
Monzastrasse 4c
63225 Langen
Germany
Fax: +49 61 03 5071 35

with a copy to:

BancTec, Inc.
Robert Robinson
Vice President & General Counsel
2701 E. Grauwyler Rd.
Irving, Texas 75061
USA
Fax: +1 972 821 4448

and

Dr Thomas Lappe
K&L Gates LLP
Markgrafenstrasse 42
10117 Berlin
Germany
Fax: +49 30 220 029 499

If to Guarantor:

BancTec, Inc.
J. Coley Clark
Chief Executive Officer
2701 E. Grauwyler Rd.
Irving, Texas 75061
USA
Fax: +1 972 821 4448

with a copy to:

BancTec, Inc.
Robert Robinson
Vice President & General Counsel
2701 E. Grauwyler Rd.
Irving, Texas 75061
USA
Fax: +1 972 821 4448

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and

Dr Thomas Lappe
K&L Gates LLP
Markgrafenstrasse 42
10117 Berlin
Germany
Fax: +49 30 220 029 499

Each of Purchaser and Guarantor appoint K&L Gates LLP, Markgrafenstrasse 42, 10117 Berlin, Germany, Fax: +49 (0)30 220 029 499, as their authorized recipient (Zustellungsbevollmächtigter). A copy of the acknowledgment of this appointment by the authorized recipient is attached as Exhibit 20.

21.MISCELLANEOUS

21.1All expenses, costs, fees and charges in connection with the transactions contemplated under this Agreement including without limitation, legal services, shall be borne by the party commissioning the respective costs, fees and charges. All notarial fees incurred with the notarization of this Agreement shall be borne by Purchaser. For the avoidance of doubt, Seller shall bear the notarial fees in connection with the Drop Down Agreement and shall by way of a contract in favour of third parties indemnify NewCo of any such costs.

21.2All Exhibits and Disclosure Schedules to this Agreement constitute an integral part of this Agreement.

21.3This Agreement and its Exhibits and Schedules comprise the entire agreement between the Parties concerning the subject matter hereof and supersede and replace all oral and written declarations of intention made by the Parties in connection with the contractual negotiations. Changes or amendments to this Agreement (including this Section 21.3) must be made in writing by the Parties or in any other legally required form, if so required.

21.4In this Agreement the headings are inserted for convenience only and shall not affect the interpretation of this Agreement. The language of this Agreement is English and all notices, demands, requests, statements, certificates or other documents or communications in connection with this Agreement shall be in English unless otherwise agreed. Where a German term has been inserted in quotation marks and/or italics, it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement. If the English legal meaning or the English legal concept of any of the terms used differs from the German legal meaning or the German legal concept, the German legal meaning or German legal concept shall prevail.

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21.5No Party shall he entitled to assign any rights or claims under this Agreement without the written consent of the other Parties, except for Purchaser who shall be entitled to assign any rights and claims under this Agreement to (i) the banks financing the transactions contemplated hereunder (including any security agent) or (ii) to any of its affiliated companies within the meaning of Section 15 et seq. of the German Stock Corporation Act.

21.6No Party, except as provided otherwise herein, shall be entitled (i) to set-off (aufrechnen) any rights and claims it may have against any rights or claims any other Party may have under this Agreement; or (ii) to refuse to perform any obligation it may have under this Agreement on the grounds that it has the right of retention (Zurückbehaltungsrecht), unless the rights or claims of the relevant Party claiming a right of set-off (Aufrechnung) or retention (Zurückbehaltung) have been acknowledged (anerkannt) in writing by the relevant other Party/Parties or have been confirmed by final decision of a competent court (Gericht) or arbitration court (Schiedsgericht). In deviation from the preceding sentence, Purchaser shall be entitled to set off any claims arising from or in connection with the breach by Seller of Seller’s Guarantees, indemnities or covenants against Seller’s claims to receive the Purchase Price or parts thereof. Such set-off shall be made against the Final Base Purchase Price Payment and only if the claims of the Purchaser exceed the amount of the Final Base Purchase Price Payment, also against the Second Base Purchase Price Payment (excluding the First Base Purchase Price and any Inventory Purchase Price Payment, where a set-off shall not be permissible).

21.7Interest payable under any provision of this Agreement shall be calculated on the basis of actual days elapsed divided by 360.

21.8Banking Days (Bankarbeitstage) shall mean all days on which banks are open for business in Frankfurt am Main (excluding, for the avoidance of doubt Saturdays, Sundays and other public holidays).

21.9Any currency conversions shall be determined using exchange rates prevailing two (2) Banking Days in Frankfurt am Main prior to the date on which the respective payments become due and payable. The European Central Bank fixing rates shall be used which are published both by electronic market information providers (e.g. Reuters page ECB37) and on the ECB’s Website www.ecb.int shortly after 2.15 p.m. CET. When such rates are not available on such date, Reuters world spot rates (mid rate on page FX=) taken as close as possible to 2.15 p.m. CET shall be used.

21.10All disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) in its current form as amended (in der jeweils gültigen Fassung) without recourse to the ordinary courts of law. The place of the arbitration shall be

51

Berlin, Germany. The arbitral tribunal shall consist of three arbitrators. The language of the arbitration proceedings shall be English.The costs of the arbitral proceedings, including those external costs incurred by the Parties and which were necessary for the proper pursuit of their claim or defence, shall be allocated to the Parties in proportion to the percentage each Party is determined by the arbitrator to have prevailed/lost in the arbitral proceedings.

21.11This Agreement shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany without regard to the UN Convention on the Sale of Goods.

21.12In the event that one or more provisions of this Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby. In such case, the Parties hereto agree to recognize and give effect to such valid and enforceable provision or provisions which correspond as closely as possible with the commercial intent of the Parties. The same applies, mutatis mutandis, to any omission (Vertragslücken) in this Agreement.

52

EXHIBITS / SCHEDULES

53

EXHIBIT (E)

Administrative Notification	as defined in Section 15.1
Agent	as defined in Section 11.22(a)(i)
Agreement	as defined in Section (D)
Anti-Corruption Laws	as defined in Section 11.22(a)(ii)
Austrian Asset Deal	as defined in Section 10.2(f)
Banking Days	as defined in Section 21.8
Base Purchase Price	as defined in Section 4.1
Base Purchase Price Payment	as defined in Section 4.2
Business	as defined in Section (A)
Cash	as defined in Section 5.1(a)
Cash Shortfall	as defined in Section 5.1(a)
Closing	as defined in Section 10.1
Closing Accounts	as defined in Section 7.1
Closing Accounts Date	as defined in Section 9.6
Closing Date	as defined in Section 9.5
Closing Events	as defined in Section 10.2
Company/Companies	as defined in Section 1.1
Companies Individual Financial Statements	as defined in Section 11.2(c)
Consolidated Financial Statements	as defined in Section 11.2(a)
De Minimis Amount	as defined in Section 16.4

54

De Minimis Claims	as defined in Section 16.4
Disclosure Schedules	as defined in Section 11.23
Drop Down	as defined in Section (C)
Drop Down Agreement	as defined in Section (C)
Drop Down Legal Effective Date	as defined in Section 9.3
ECM Nigeria	as defined in Section 11.24
Effective Date	as defined in Section 9.2
Final Base Purchase Price Payment	as defined in Section 4.2(c)
Final Closing Accounts	as defined in Section 7.4
First Base Purchase Price Agreement	as defined in Section 4.2(a)
First Installment Inventory Payment Date	as defined in Section 4.4(a)
Future Tax Benefits	as defined in Section 15.4(c)
Government	as defined in Section 11.22(a)(iii)
Government Official	as defined in Section 11.22(a)(iv)
Guarantees	as defined in Section 3.4
Guarantor	As defined in Section (3)
Installment Inventory Payment Date	as defined in Section 4.4(a)
Insurance Contracts	as defined in Section 11.14(a)
Intellectual Property Rights/IPR	as defined in Section 11.4(a)
Inventory	as defined in Section 4.3
Inventory Purchase Price	as defined in Section 4.3

55

Inventory Purchase Price Payment	as defined in Section 4.4
IPR Licenses In	as defined in Section 11.4(c)
IPR Licenses Out	as defined in Section 11.4(e)
Key Employees	as defined in Section 11.13(a)
Leases	as defined in Section 11.6(a)
Liability Cap	as defined in Section 16.5
Litigation Proceedings	as defined in Section 11.12
Managing Directors	as defined in Section 11.13(a)
Material Agreement/Material Agreements	as defined in Section 11.15(a)
Monthly Collected Receivable Amount	as defined in Section 5.2
NCTR	as defined in Section 5.4(a)
Net Working Capital	as defined in Section 5.1(b)
Neutral Accounting Firm	as defined in Section 7.3
NewCo	as defined in Section (C)
NewCo Business	as defined in Section 1.4
NewCo Individual Financial Statements	as defined in Section 11.2(b)
NewCo Intellectual Property Rights	as defined in Section 11.4(b)
NewCo IT Contracts	as defined in Section 11.5(b)
NewCo IT Systems	as defined in Section 11.5(a)
NewCo Software	as defined in Section 11.4(j)
Nigeria Receivables	as defined in Section 5.1(b)(i)

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Non-Collected Trade Receivables	as defined in Section 5.1(c)
NWC	as defined in Section 5.4(a)
Objections	as defined in Section 7.3
Own Intellectual Property Rights	as defined in Section 11.4(d)
Own Software	as defined in Section 11.4(d)
Party/Parties	as defined in the heading Section
Permits	as defined in Section 11.11(a)
Person	as defined in Section 11.22(a)(v)
Prohibited Payment	as defined in Section 11.22(a)(vi)
Proprietary Information	as defined in Section 19.3
Purchaser	as defined in Section (2)
Purchaser’s Account	as defined in Section 4.7
Purchaser Claim	as defined in Section 13.2
Purchase Price	as defined in Section 4.1
Scheduled Closing Date	as defined in Section 9.4
Second Base Purchase Price Payment	as defined in Section 4.2(b)
Seller	as defined in Section (1)
Seller’s Account	as defined in Section 4.6
Seller’s Guarantees	as defined in Section 11
Seller’s Group	as defined in Section 3.1
Seller’s Knowledge	as defined in Section 11.24

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Settlement Amount (SA)	as defined in Section 5.4(a)
Shares	as defined in Section 1.3
Signing Date	as defined in Section 9.1
Sold Shares	as defined in Section 1.2
SPM	as defined in Section 5.4(a)
Tax/Taxes	as defined in Section 15.1
Tax Authority	as defined in Section 15.1
Tax Losses	as defined in Section 15.3
Tax Return/Tax Returns	as defined in Section 15.1
Third Party Claim	as defined in Section 13.5
Threshold	as defined in Section 16.4
Trade Receivables	as defined in Section 5.3
Transfer Agreement	as defined in Section 10.2(d)
Transitional Services Agreement	as defined in Section 10.2(b)
Unfunded Pension Schemes	as defined in Section 11.13(e)
US Assignment Agreement	as defined in Section 10.2(e)
US Bill of Sale	as defined in Section 10.2(e)

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EX-10.1

Exhibit 10.1

Execution Version

LEASE AGREEMENT

by and between

AGNL PROCESSING, L.L.C.,

a Delaware limited liability company

as LANDLORD

and

BANCTEC, INC.,

a Delaware corporation,

as TENANT

Premises: 2701 East Grauwyler Road Irving, Texas

Dated as of: November 15, 2010

TABLE OF CONTENTS

		Page
1.	Demise of Premises	1
2.	Certain Definitions	1
3.	Title and Condition	12
4.	Use of Leased Premises; Quiet Enjoyment	13
5.	Term	14
6.	Basic Rent	15
7.	Additional Rent	16
8.	Net Lease; Non-Terminability	17
9.	Payment of Impositions	18
10.	Compliance with Laws and Easement Agreements; Environmental Matters	21
11.	Liens; Recording	24
12.	Maintenance and Repair	25
13.	Alterations and Improvements	26
14.	Permitted Contests	27
15.	Indemnification	28
16.	Insurance	29
17.	Casualty and Condemnation	32
18.	Termination Events	34
19.	Restoration	35
20.	Intentionally Omitted	36
21.	Assignment and Subletting; Prohibition against Leasehold Financing	36
22.	Events of Default	40
23.	Remedies and Damages Upon Default	42
24.	Notices	45
25.	Estoppel Certificate	47
26.	Surrender	47
27.	No Merger of Title	47
28.	Books and Records	48
29.	Non-Recourse as to Landlord	49
30.	Financing	49
31.	Subordination, Non-Disturbance and Attornment	50
32.	Operating Covenants	51
33.	Tax Treatment; Reporting	51
34.	Financing Major Alterations	51
35.	Security Deposit	52
36.	Permitted Leasehold Mortgages	53
37.	Determination of Value	54
38.	Miscellaneous	55

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SCHEDULES
	Schedule 10(g)		Environmental Violations
	Schedule 12(a)		Immediate Repairs
	Schedule 16(a)		Existing Insurance Policies
EXHIBITS
	Exhibit A	—	Real Property
	Exhibit B	—	Equipment
	Exhibit C	—	Permitted Encumbrances
	Exhibit D	—	Basic Rent Payments
	Exhibit E	—	Operating Covenants
	Exhibit F	—	Covenant Certification
	Exhibit G	—	Certification Related to the USA Patriot Act
	Exhibit H	—	Form of ACH Authorization Agreement
	Exhibit I	—	Form of Subordination Agreement
	Exhibit J		Form of Guaranty
	Exhibit K	—	Standstill Agreement

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LEASE AGREEMENT (as amended, supplemented or modified, this “Lease”), made as of this 12th day of November, 2010, between AGNL PROCESSING, L.L.C., a Delaware limited liability company (together with its successors and assigns “Landlord”), with an address at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor New York, New York  10167-0094, and BANCTEC, INC., a Delaware corporation (together with its successors and permitted assigns, “Tenant”) with an address at 2701 East Grauwyler Road, Irving, Texas.

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

1.Demise of Premises.  Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the term and upon the provisions hereinafter specified, the following described property (collectively, the “Leased Premises”):

(a)the real property located at 2701 East Grauwyler Road, Irving, Texas, and being more particularly described in Exhibit A (the “Real Property”);

(b)the buildings containing approximately 313,626 square feet in the aggregate (the “Buildings”) and all other structures and improvements situated on, or affixed or appurtenant to the Real Property (collectively, the “Improvements”);

(c)all tenements, hereditaments, easements, rights-of-way, rights, privileges in and to the Real Property, including (i) easements over other lands granted by any Easement Agreement and (ii) any streets, ways, alleys, vaults, gores or strips of land adjoining the Real Property (collectively, the “Appurtenances”);

(d)all fixtures located on or affixed to the Real Property or the Improvements (collectively, the “Fixtures”);

(e)all machinery, equipment and other property described in Exhibit B (collectively, the “Equipment”); and

(f)all plans, specifications, drawings, permits, rights and warranties (collectively, the “Intangible Property”).

2.Certain Definitions.

“Acquisition Cost” means Twelve Million Twenty-Five Thousand Dollars ($12,025,000).

“Additional Rent” is defined in Paragraph 7(a).

“Affiliate” of any Person means any Person which (a) controls, (b) is under the control of, or (c) is under common control with such Person (the term “control” as used herein shall be deemed to mean ownership of more than 50% of the outstanding voting stock of a corporation or other majority equity and control interest if such Person is not a corporation or the power to direct or cause the direction of the management or policies of such Person).

“Alteration Cost” is defined in Paragraph 34(a).

“Alterations” means all changes, additions, improvements or repairs to, all alterations, reconstructions, restorations, renewals, replacements or removals of, and all substitutions or replacements for, any of the Improvements or Equipment, both interior and exterior, structural and non-structural, and ordinary and extraordinary and shall include any Major Alterations.

“Applicable Initial Date” is defined in Paragraph 37(a)(i).

“Appurtenances” is defined in Paragraph 1(c).

“Asset Transfer” is defined in Paragraph 21(j).

“Assignment” means any assignment of rents and leases by Landlord which (a) encumbers the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified from time to time.

“Basic Rent” is defined in Paragraph 6.

“Basic Rent Adjustment Date” is defined in Paragraph 3 of Exhibit D.

“Basic Rent Payment Date” is defined in Paragraph 6.

“Beginning CPI” is defined in Paragraph 4(a) of Exhibit D.

“Buildings” is defined in Paragraph 1(b).

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required to be closed.

“Cash Security Deposit” is defined in Paragraph 35.

“Casualty” means any loss of or damage to or destruction of all or any portion of the Leased Premises.

“Closing” shall have the meaning specified in the Purchase and Sale Agreement.

“Code” is defined in Paragraph 33.

“Commencement Date” is defined in Paragraph 5(a).

“Condemnation” means (a) any taking or damaging of all or a portion of the Leased Premises (i) in or by condemnation or other eminent domain proceedings pursuant to any Law, (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding, or (iii) by any other means, (b) any de facto or inverse condemnation, or (c) any Requisition.  A Condemnation shall be considered to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right to compensation and damages accrues under the applicable Law.

“Condemnation Notice” means notice or knowledge of the institution of or any threatened institution of any proceeding for Condemnation.

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“Control” is defined in Paragraph 21(k).

“Control Person” is defined in Paragraph 21(k).

“Costs” of a Person or associated with a specified transaction or occurrence means all reasonable costs and expenses incurred by such Person or associated with such transaction, including without limitation, attorneys’ fees and expenses, consultants’ fees and expenses, travel costs, court costs, real estate brokerage fees, mortgage brokerage fees, escrow fees, title insurance premiums and expenses, mortgage commitment fees, mortgage points, recording fees, recordation taxes, leasehold recordation taxes, mortgage recordation taxes and transfer taxes, as the circumstances require.

“Covenant Certification” is defined in Paragraph 28(d).

“Covenants” means the covenants and agreements described in Exhibit E.

“CPI” is defined in Paragraph 2 in Exhibit D.

“Credit Entity” means any Person that immediately following an assignment, subletting, Asset Transfer or Change of Control and having given effect thereto, will have a publicly traded unsecured senior debt rating of “Baa” or better from Moody’s or a rating of “BBB” or better from S&P (or, if such Person does not then have publicly traded rated debt, a determination by either of such rating agencies that its unsecured senior debt would be so rated by such agency and will not be on “Negative Credit Watch”), and in the event both such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency acceptable to Landlord.

“Default Rate” is defined in Paragraph 7(a)(iv).

“Default Termination Date” is defined in Paragraph 23(a)(i).

“Default Termination Notice” is defined in Paragraph 23(a)(i).

“Deposit Payment” is defined in Paragraph 23(b)(iv).

“Easement Agreement” means any condition, covenant, restriction, easement, declaration, license or other agreement listed as a Permitted Encumbrance or as may hereafter affect the Leased Premises.

“Environmental Adverse Condition” means the presence or reasonably likely presence of any Hazardous Substances on a property under conditions that indicate an existing release, a past release, or material threat of a release of any Hazardous Substances into structures at the Leased Premises or into or on the ground, ground water, or surface water of the property, or the presence or likely presence of any environmental condition that could materially affect business operations at the Leased Premises.

“Environmental Law” means (a) whenever enacted or promulgated, any applicable federal, state, foreign or local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or

3

agreement with any governmental entity, (i) relating to pollution (or the cleanup thereof), or the protection of air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (ii) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of any Hazardous Substance, Hazardous Condition or Hazardous Activity, as now or hereafter in effect, and (b) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations for injuries or damages due to or threatened as a result of the presence of, exposure to, or inadvertent ingestion of, any Hazardous Substance.  The term Environmental Law includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act, the National Environmental Policy Act and the Hazardous Materials Transportation Act, each as amended and hereafter in effect and any similar state or local Law.

“Environmental Violation” means (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, release, seepage, filtration or transporting of any Hazardous Substance at, upon, under, onto or within the Leased Premises, or from the Leased Premises to the environment, in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could reasonably be expected to result in any liability to any federal, state or local government or any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Leased Premises in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could reasonably be expected to result in any liability to any federal, state or local government or to any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding of any drums, barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, (d) any activity, occurrence or condition which could result in any liability, cost or expense to Landlord, Tenant or Lender or any other owner or occupier of the Leased Premises, or which could result in a creation of a lien on the Leased Premises under any Environmental Law or (e) any violation of or noncompliance with any Environmental Law.

“Equipment” is defined in Paragraph 1(e).

“Escrow Charges” is defined in Paragraph 9(b).

“Escrow Payment” is defined in Paragraph 9(b).

“Event of Default” is defined in Paragraph 22(a).

“Existing Insurance Policies” is defined in Paragraph 16(a).

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“Expiration Date” is defined in Paragraph 5(a).

“Fair Market Value” means the higher of (a) the fair market value of the Leased Premises as of the Relevant Date as if unaffected and unencumbered by this Lease or (b) the fair market value of the Leased Premises as of the Relevant Date as affected and encumbered by this Lease and assuming that the Term has been extended for one of the extension periods provided for herein.  For all purposes of this Lease, Fair Market Value shall be determined in accordance with the procedure specified in Paragraph 37.

“Fair Market Value Date” means the date on which the Fair Market Value is determined in accordance with Paragraph 37.

“Federal Funds” means Federal or other immediately available funds which at the time of payment are legal tender for the payment of public and private debts in the United States of America.

“First Full Basic Rent Payment Date” is defined in Paragraph 3 of Exhibit D.

“Fixtures” is defined in Paragraph 1(d).

“Future Tax” is defined in Paragraph 9(a).

“GAAP” is defined in Paragraph 28(a).

“Guarantors” means BTC International Holdings, Inc., DocuData Solutions, L.C., BTC Ventures, Inc., BancTec (Puerto Rico), Inc., Recognition Mexico Holding, Inc., and BTI Technologies, L.P. or any Person who delivers a Guaranty pursuant to Paragraph 21, together with any successor or permitted assignee thereof.

“Guaranty” means the Guaranty Agreement dated as of the date hereof from Guarantors to Landlord substantially in the form of Exhibit J, as amended, modified or supplemented from time to time, pursuant to which the Person named as the Guarantor therein guarantees the punctual payment and performance of Tenant’s obligations under this Lease.

“Hazardous Activity” means any activity, process, procedure or undertaking which directly or indirectly:  (a) procures, generates or creates any Hazardous Substance; (b) causes or results in (or threatens to cause or result in) the release, seepage, spill, leak, flow, discharge or emission of any Hazardous Substance into the environment (including the air, soil, ground water, watercourses or water systems); (c) involves the containment or storage of any Hazardous Substance; or (d) would cause the Leased Premises or any portion thereof to become a hazardous waste treatment, recycling, reclamation, processing, storage or disposal facility within the meaning of any Environmental Law.

“Hazardous Condition” means any condition which would reasonably support any claim or liability under any Environmental Law, including the presence of underground storage tanks.

“Hazardous Substance” means (a) any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas, medical

5

waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety or (b) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law.  Hazardous Substances include, without limitation, any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos containing materials, urea formaldehyde foam insulation, lead, mold and other microbial contamination, and polychlorinated biphenyls.

“Immediate Repair Amount” is defined in Paragraph 12(a).

“Immediately Available Funds” means federal or other immediately available funds which at the time of payment are legal tender for the payment of public and private debts in the United States of America.

“Impositions” is defined in Paragraph 9(a).

“Improvements” is defined in Paragraph 1(b).

“Indemnitee” means (a) Landlord, (b) Lender, (c) any director, member, officer, general partner, limited partner, employee or agent of Landlord or Lender (or any legal representative, heir, estate, successor or assign of any thereof), (d) any predecessor or successor partnership, corporation, limited liability company (or any other entity) of Landlord or Lender, or any of its general partners, members or shareholders, or (e) any affiliate of Landlord or Lender.

“Information” is defined in Paragraph 38(o).

“Insurance Requirements” means the requirements of all insurance policies required to be maintained in accordance with this Lease.

“Intangible Property” is defined in Paragraph 1(f).

“Interested Persons” is defined in Paragraph 38(o).

“IRA Escrow” is defined in Paragraph 12(a).

“Known Repairs” is defined in Paragraph 9(e).

“Known Repair Escrow” is defined in Paragraph 9(e).

“Known Repair Escrow Payment” is defined in Paragraph 9(e).

“Landlord” is defined in the introductory Paragraph.

“Landlord’s Interested Persons” is defined in Paragraph 38(p).

“Late Charge” is defined in Paragraph 7(a)(ii).

6

“Law” means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted governmental authority, court or agency, now or hereafter enacted or in effect.

“Lease” is defined in the introductory Paragraph.

“Leased Premises” is as defined in Paragraph 1.

“Lease Year” means, with respect to the first Lease Year, the period commencing on the Commencement Date and ending at midnight on the last day of the twelfth (12th) full consecutive calendar month following the month in which the Commencement Date occurred, and each succeeding twelve (12) month period during the Term.

“Legal Requirements” means the requirements of all present and future Laws applicable during the Term, including all applicable permit and licensing requirements and all covenants, restrictions and conditions, including all Easement Agreements, now or hereafter of record which may be applicable to Tenant or to the Leased Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of the Leased Premises.

“Lender” means any Person which may, on or after the date hereof, make a Loan to Landlord or be the holder of a Note, together with its successors, transferees and assigns.

“Letter of Credit” means an irrevocable, transferable, standby letter of credit that provides for automatic renewal sixty (60) days prior to the expiration thereof, in form and substance satisfactory to Landlord, issued by a bank or financial institution acceptable to Landlord (a) that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, (b) whose long-term debt ratings on bank level senior debt obligations are rated in at least the second highest category by at least two of Fitch Ratings Ltd. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Service (“S&P”) or their respective successors (the “Rating Agencies”) (which shall mean AA from Fitch, Aa from Moody’s and AA from S&P) and (c) that has a short-term deposit rating at the bank level in the highest category from at least two Rating Agencies (which shall mean F1 from Fitch, P-1 from Moody’s and A-1 from S&P).

“Lienholders” is defined in Paragraph 34(c).

“Loan” means any loan made by one or more Lenders to Landlord, which loan is secured by a Mortgage and an Assignment and evidenced by a Note.

“MAI” means Member, Appraisal Institute.

“Major Alterations” is defined in Paragraph 34(a).

“Monetary Obligations” means Rent, Impositions, Escrow Charges and all other sums payable by Tenant under this Lease to Landlord, to any third party on behalf of Landlord or to any Indemnitee.

7

“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means any mortgage or deed of trust entered into by Landlord which (a) encumbers the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Net Award” means (a) the entire award payable to Landlord or Lender by reason of a Condemnation, less any sums paid pursuant to a separate claim by Tenant for (i) any furniture, fixtures and equipment owned by Tenant and affected by such Condemnation, or (ii) Tenant’s relocation expenses; or (b) the entire proceeds of any insurance policy by reason of a Casualty, in each case, less any expenses incurred by Landlord and Lender in collecting such award or proceeds.

“Non-Preapproved Assignee” is defined in Paragraph 21(b).

“Non-Preapproved Assignment” is defined in Paragraph 21(b).

“Note” means any promissory note evidencing Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Parent Guarantor” means any Person that delivers a Guaranty in connection with a Permitted Asset Transfer or a Permitted Change of Control.

“Partial Casualty” means any Casualty which does not constitute a Termination Event.

“Partial Condemnation” means any Condemnation which does not constitute a Termination Event.

“Payment Offer” is defined in Paragraph 34(a).

“PCR” is defined in Paragraph 9(e).

“Permitted Asset Transfer” is defined in Paragraph 21(j).

“Permitted Change of Control” is defined in Paragraph 21(k).

“Permitted Encumbrances” means those covenants, restrictions, reservations, liens, conditions and easements and other encumbrances, other than any Mortgage or Assignment, listed on Exhibit C.

“Permitted Leasehold Mortgage” is defined in Paragraph 36.

“Permitted Use” is defined in Paragraph 4(a).

“Permitted Violations” is defined in Paragraph 14.

“Person” means an individual, partnership, limited liability company, association, corporation or other entity.

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“PLL Insurance” is defined in Paragraph 16(b)(x).

“Preapproved Sublet” is defined in Paragraph 21(c).

“Prepayment Premium” means any payment required to be made by Landlord to a Lender under a Note or other document evidencing or securing a Loan (other than payments of principal and/or interest) solely by reason of any prepayment or defeasance by Landlord of any principal due under such Loan, and which may, without limitation, take the form of (a) a “make whole” or yield maintenance clause requiring a prepayment premium or (b) a defeasance payment (such defeasance payment to be an amount equal to the positive difference between (i) the total amount required to defease a Loan and (ii) the outstanding principal balance of the Loan as of the date of such defeasance plus reasonable Costs of Landlord and Lender).

“Present Value” of any amount means such amount discounted by a rate per annum which is the lower of (a) the Prime Rate at the time such present value is determined or (b) six percent (6%) per annum.

“Prime Rate” means the interest rate per annum as published, from time to time, in The Wall Street Journal as the “Prime Rate” in its column entitled “Money Rate”.  The Prime Rate may not be the lowest rate of interest charged by any “large U.S. money center commercial banks” and Landlord makes no representations or warranties to that effect.  In the event The Wall Street Journal ceases publication or ceases to publish the “Prime Rate” as described above, the Prime Rate shall be the average per annum discount rate (the “Discount Rate”) on ninety-one (91) day bills (“Treasury Bills”) issued from time to time by the United States Treasury at its most recent auction, plus three hundred (300) basis points.  If no such 91-day Treasury Bills are then being issued, the Discount Rate shall be the discount rate on Treasury Bills then being issued for the period of time closest to ninety-one (91) days.

“Prior Months” is defined in Paragraph 4(a) in Exhibit D.

“Property Action” is defined in Paragraph 10(b).

“Property Condition Report” is defined in Paragraph 12(b).

“Purchase and Sale Agreement” means the Purchase and Sale Agreement dated as of November 10, 2010 between Tenant and Landlord, as amended, supplemented and modified.

“Purchase Price” is defined in Paragraph 23(b)(iv).

“Qualified Transferee” means a Person that delivers (or that is delivered on a Person’s behalf by Tenant) to Landlord a Letter of Credit equal to eighteen (18) months of Basic Rent.

“Real Property” is defined in Paragraph 1(a).

“Relevant Date” means (a) in the event of a Termination Notice pursuant to Paragraph 18 with respect to a Condemnation, the date immediately prior to the date on which the applicable Condemnation Notice is received, (b) in the event of a Termination Notice pursuant to Paragraph 18 with respect to a Casualty, the date immediately prior to the date on which the applicable

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Casualty occurs and(c) in the event of a redetermination of Fair Market Value pursuant to Paragraph 37, the Fair Market Value Date.

“Remaining Obligations” is defined in Paragraph 18(e).

“Remaining Sum” is defined in Paragraph 19(c).

“Renewal Date” is defined in Paragraph 5(b).

“Renewal Term” is defined in Paragraph 5(b).

“Rent” means, collectively, Basic Rent and Additional Rent.

“Repair Escrow” is defined in Paragraph 9(b)(ii).

“Replacement Guarantor” means the Guarantor under any Replacement Guaranty.

“Replacement Guaranty” is defined in Paragraph 21(k).

“Requesting Party” is defined in Paragraph 25.

“Requisition” means a temporary requisition or confiscation of the use or occupancy of all or a portion of the Leased Premises by any governmental authority, civil or military, whether pursuant to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation.

“Responding Party” is defined in Paragraph 25.

“Restoration Fund” is defined in Paragraph 19(a).

“Review Criteria” is defined in Paragraph 21(b).

“S&P” means Standard and Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc.

“Secured Lender” is defined in Paragraph 31(b).

“Secured Property” is defined in Paragraph 31(b).

“Security Deposit” is defined in Paragraph 35(a).

“Senior Credit Facility” means, (a) as of the date hereof, with respect to Tenant and the Guarantors that certain Second Amended and Restated Credit Agreement dated March 31, 2010 between Tenant and Guarantors, as borrower and obligors and General Electric Capital Corporation, as lender and agent for the benefit of other lenders, (b) any senior credit facility entered into by Tenant and Guarantors to replace the credit facility described in subsection (a), and (c) with respect to any other Person, such Person’s most senior bonds, debentures, loan facility or other indebtedness.

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“Set-Off” is defined in Paragraph 8(a).

“Site Assessment” is defined in Paragraph 10(c).

“Site Reviewers” is defined in Paragraph 10(c).

“Specially Designated National or Blocked Person” is defined in Paragraph 38(n).

“Sponsor” is defined in Paragraph 6(c).

“State” means the State of Texas.

“Strategic Buyer” means any Person engaged primarily in the same business as Tenant as of the date of this Lease.

“Subsidiary” means BTC International Holdings, Inc., DocuData Solutions, L.C., BTC Ventures, Inc., BancTec (Puerto Rico), Inc., Recognition Mexico Holding, Inc., and BTI Technologies, L.P.

“Surviving Obligations” means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

“Tenant” is defined in the introductory Paragraph.

“Tenant Information” is defined in Paragraph 38(p).

“Term” is defined in Paragraph 5(a).

“Termination Amount” means the greater of: (a) the sum of the Fair Market Value of the Leased Premises and any applicable Prepayment Premium, minus the amount of any Net Award received by Landlord and Lender and (b) the sum of the Acquisition Cost of the Leased Premises and any applicable Prepayment Premium, minus the amount of any Net Award received by Landlord and Lender.

“Termination Date” is defined in Paragraph 18(d).

“Termination Event” means a Casualty or Condemnation described in Paragraph 18(a) or Paragraph 18(b).

“Termination Notice” is defined in Paragraph 18(a).

“Third Party Purchaser” is defined in Paragraph 21(i).

“Updated PCR” is defined in Paragraph 9(e).

“Warranties” is defined in Paragraph 3(d).

“Work” is defined in Paragraph 13(b).

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3.Title and Condition .

(a)The Leased Premises is demised and let subject to (i) any Mortgage and Assignment in effect from time to time, (ii) the rights of any Persons in possession of the Leased Premises as of the date hereof, (iii) the state of title of the Leased Premises as of the date hereof, including any Permitted Encumbrances, (iv) any circumstances or conditions which an accurate survey or physical inspection of the Leased Premises might show, (v) all Legal Requirements, including any existing violation of any thereof, and (vi) the condition of the Leased Premises as of the date hereof, without representation or warranty by Landlord.

(b)Tenant acknowledges that the Leased Premises is in good condition and repair at the inception of this Lease.  LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS, WHERE IS AND WITH ALL FAULTS.  TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PREMISES OR ANY PART THEREOF, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) THE FITNESS, DESIGN OR CONDITION OF THE LEASED PREMISES FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, INCLUDING ANY LATENT OR PATENT DEFECTS, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY (xiv) OPERATION, (xv) THE EXISTENCE OR PRESENCE OF ANY HAZARDOUS SUBSTANCE, OR (xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LEGAL REQUIREMENT; AND ALL RISKS RELATED TO ANY OF THE FOREGOING ARE TO BE BORNE BY TENANT.  TENANT ACKNOWLEDGES THAT THE LEASED PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT.  IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT).  THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS, IMPLIED OR CREATED BY APPLICABLE LAW, WITH RESPECT TO THE CONDITION OF THE LEASED PREMISES.

(c)Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for its purposes in all respects.  Tenant represents and warrants to Landlord that (i) Tenant has only the leasehold right of possession and use of the Leased Premises, as provided herein, (ii) neither Tenant nor any agent, officer, employee, principal or affiliate of Tenant has granted or knowingly suffered to exist any unrecorded deeds, mortgages, land contracts, options to purchase, licenses, leases, subleases, assignments of lease, agreements or other instruments adversely affecting title to the Leased

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Premises or any lien, encumbrance, transfer of interest, constructive trust, or other equity interest in the Leased Premises, and (iii) Tenant has received no notice of (A) any Casualty or Condemnation or (B) pending or threatened special assessments affecting the Leased Premises. The foregoing representations and warranties and the representations and warranties of Tenant contained in the Purchase and Sale Agreement shall survive the date on which this Lease is fully executed.

(d)Landlord hereby assigns to Tenant, without recourse or warranty whatsoever, in conjunction with Landlord, the right to enforce all assignable warranties, guaranties, indemnities, causes of action and similar rights (collectively “Warranties”) which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of the Leased Premises.  Such assignment shall remain in effect until the expiration or earlier termination of this Lease (unless Tenant or its affiliate or designee acquires the Leased Premises, in which instance such assignment shall become permanent and irrevocable with respect to the Leased Premises), whereupon such assignment shall cease and all of the Warranties shall automatically revert to Landlord.  In confirmation of such reversion Tenant shall execute and deliver promptly any certificate or other document reasonably required by Landlord.  Landlord shall also retain the right to enforce any Warranties upon the occurrence and during the continuance of an Event of Default.  Tenant shall use commercially reasonable efforts to enforce the Warranties in accordance with their respective terms and shall co-operate with Landlord to the extent necessary to permit Landlord to enforce such Warranties after the expiration or earlier termination of this Lease.  The foregoing requirement shall survive the expiration or earlier termination of this Lease.

4.Use of Leased Premises; Quiet Enjoyment.

(a)Tenant may occupy and use the Leased Premises for (i) the design, development, and manufacture of check-sorting software and hardware for the banking industry; (ii) design, development, and manufacture of processes associated with transaction processing in the financial services industry; (iii) sales and distribution of software and hardware related to the uses permitted in subsections (i) and (ii) above in emerging markets around the world; (iv) manufacturing and assembly of document processing equipment; (v) storage/warehousing of document processing equipment and related inventory; (vi) development of software and technology related to document processing equipment; (vii) manufacturing and maintenance of document imaging equipment; (viii) providing services and solutions related to document processing for a variety of industries including, but not limited to, payment processing and document and content processing needs of businesses; business process outsourcing services including: AP invoice processing, explanation of benefit processing, interactive exception process, healthcare revenue cycle services, hosted image archives, inbound mail processing, payment processing, and image capture; (ix) any future development and technology related to any and all of the foregoing; and/or (x) general office use (the “Permitted Use”), and for no other purpose without the prior written consent of Landlord.  In addition to the foregoing, Tenant’s and any assignee’s use and occupancy of the Leased Premises must not diminish the market value or impair the usefulness of the Leased Premises, as determined in Landlord’s sole but reasonable discretion, and the proposed use and occupancy of Tenant and any assignee must comply with this Lease in all other respects.  Tenant shall be responsible for obtaining and maintaining all permits, licenses, certificates of occupancy, or any other items required by Law or any Legal

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Requirement with respect to Tenant’s Permitted Use and occupancy of the Leased Premises.  Tenant shall not use or occupy or permit the Leased Premises to be used or occupied, nor do or permit anything to be done in or on the Leased Premises, in a manner which would or might reasonably be expected to (i) violate any Legal Requirement or Permitted Encumbrance, (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) make void or voidable, cancel or cause to be cancelled or release any of the Warranties, (iv) cause structural injury to any of the Improvements or (v) constitute a public or private nuisance or waste.  If during the Term Tenant’s use or occupancy of the Leased Premises is no longer permitted by Law or any Legal Requirement, Tenant shall not have the right to terminate this Lease.

(b)Subject to the provisions hereof, so long as no Event of Default has occurred and is continuing or any event has occurred that with the passage of time and/or notice could constitute an Event of Default, Tenant shall quietly hold, occupy and enjoy the Leased Premises throughout the Term, without any hindrance, ejection or molestation by Landlord with respect to matters that arise after the date hereof; provided that Landlord or its agents may enter upon and examine the Leased Premises at such reasonable times as Landlord may select and upon reasonable notice to Tenant (except in the case of any emergency, in which event no notice shall be required) for the purpose of inspecting the Leased Premises, verifying compliance or non-compliance by Tenant with its obligations hereunder and the existence or non-existence of an Event of Default or event which with the passage of time and/or notice would constitute an Event of Default, showing the Leased Premises to prospective Lenders and purchasers, making any repairs required hereunder and taking such other action with respect to the Leased Premises as is permitted by any provision hereof.  Tenant shall permit inspection of the Leased Premises by any federal, state, county or municipal officer or representative to determine if the Leased Premises or any portion thereof comply with any Legal Requirement.  During any entry by Landlord or its agents, invitees or guests in accordance with the immediately preceding sentence, Landlord shall take reasonable steps to ensure that the conduct of Tenant’s business operations is not unduly interfered with, provided Tenant acknowledges that any such entry might disrupt Tenant’s business operations from time to time.

5.Term.

(a)Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an initial term (as extended or renewed in accordance with the provisions hereof, including any exercised Renewal Term, the “Term”), commencing on the date hereof (the “Commencement Date”) and ending on the last day of the one hundred eightieth (180th) full calendar month next following the date hereof (the “Expiration Date”).

(b)Provided that if (i) on or prior to the Expiration Date or any other Renewal Date (as hereinafter defined) this Lease shall not have been terminated pursuant to any provision hereof and (ii) no default or Event of Default exists on the date that Tenant exercises its option for the Renewal Term or on the Renewal Date, then on the Expiration Date and on the fifth and tenth anniversaries of the Expiration Date (each such date, a “Renewal Date”), the Term shall be extended for an additional period of five (5) years (each of the extension periods, a “Renewal Term”), provided that Tenant shall have notified Landlord in writing at least eighteen (18)

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months prior to such Renewal Date that Tenant has elected to so extend this Lease as of the next Renewal Date.  At Landlord’s request at any time after the giving of a notice of renewal, Tenant shall execute a notice in recordable form confirming such Renewal Date.  Any such extension of the Term shall be subject to all of the provisions of this Lease (except that Tenant shall not have the right to any additional Renewal Terms except as otherwise provided herein).

(c)If Tenant does not exercise any of its options pursuant to Paragraph 5(b) to extend the Term for an additional Renewal Term, or if an Event of Default occurs and is continuing, then Landlord shall have the right during the remainder of the Term then in effect and, in any event, Landlord shall have the right during the last eighteen (18) months of the Term, to (i) advertise the availability of the Leased Premises for sale or reletting and to erect upon the Leased Premises signs indicating such availability and (ii) show the Leased Premises to prospective purchasers or tenants or their agents at such reasonable times as Landlord may select subject to the conditions set forth in the final sentence of Paragraph 4(b) above.

6.Basic Rent.

(a)Tenant shall pay to Landlord for the Leased Premises during the Term, annual rent in the amounts (“Basic Rent”) and on the dates (each, a “Basic Rent Payment Date”) provided for in Exhibit D.  Each payment of Basic Rent shall be made to Landlord (or one or more other Persons as Landlord may designate in writing) on each Basic Rent Payment Date, without offset, abatement or deduction, pursuant to Subparagraph (b) below.

(b)Each payment of Basic Rent shall be made to Landlord (or one or more other Persons as Landlord may designate) via wire transfer of Federal Funds on each Basic Rent Payment Date pursuant to wire transfer instructions delivered to Tenant from Landlord.  Upon Landlord’s request following an Event of Default, Tenant shall deliver to Landlord a complete Authorization Agreement — Pre-Arranged Payments substantially in the form of Exhibit H, together with a voided check for account verification, establishing arrangements whereby payments of Basic Rent, any Additional Rent, and any other Monetary Obligations are transferred by Automated Clearing House Debit initiated by Landlord from an account established by Tenant (and such account not being subject to any control agreement or other lien or encumbrance) at a bank acceptable to Landlord that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, to such account as Landlord may designate.  Following Landlord’s request to establish an ACH account, Tenant shall continue to pay all Basic Rent, Additional Rent and other Monetary Obligations by Automated Clearing House Debit until otherwise directed in writing by Landlord.

(c)If, at any time, Tenant and/or Guarantor is owned directly or indirectly by one or more private equity funds or other financial sponsors which receive a management fee or other comparable distribution (“Sponsor”), Tenant and/or such Guarantor, as the case may be, shall cause each such Sponsor to enter into a Subordination Agreement substantially in the form of Exhibit I, subordinating Sponsor’s right to collect its management fee to Landlord’s right to collect Basic Rent under this Lease.

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7.Additional Rent.

(a)Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”) the following costs and expenses:

(i)except as otherwise specifically provided herein, all Costs of Tenant, Landlord (including Costs of Landlord’s and Lender’s counsel and Landlord’s and Lender’s reasonable internal Costs; provided, Landlord’s reasonable internal Costs shall be equal to Landlord’s actual Costs and set out in an invoice delivered to Tenant and Landlord’s internal Costs shall exclude those internal costs and expenses associated with the day-to-day management by Landlord of this Lease) and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) any sale or other transfer of the Leased Premises to Tenant under this Lease, including Costs incurred in connection with the payment of a Prepayment Premium, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving the Leased Premises, (F) the prosecution, defense or settlement of any litigation involving or arising from the Leased Premises, this Lease, or the sale of the Leased Premises to Landlord, (G) the exercise or enforcement by Landlord of any of its rights under this Lease, (H) the preparation, negotiation and execution of this Lease (to the extent not paid by Tenant at Closing pursuant to the Purchase and Sale Agreement), (I) any amendment or supplement to or modification or termination of this Lease requested by Tenant or necessitated by any action of Tenant, including without limitation, any default by Tenant in the performance of any of its obligations under this Lease, (J) any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant, or the review and monitoring of compliance by Tenant with the terms of this Lease and applicable Law, (K) Tenant’s failure to act promptly in an emergency situation, (L) the wire transfers of Rent payments, and (M) all other items specifically required to be paid by Tenant under this Lease;

(ii)if all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to five percent (5%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its Costs and inconvenience incurred as a result of Tenant’s delinquency, notwithstanding the foregoing, before the Late Charge is incurred as provided herein, Tenant shall have one (1) grace period of three (3) days once per calendar year during the Term but following the expiration of such grace period and/or if Tenant should breach such obligation again during such calendar year, then no grace period shall apply and any Late Charge(s) shall be immediately due and payable (note that the foregoing is not and shall not constitute a grace period for failure to pay any installment of Basic Rent as required herein and such grace period as provided in this subsection (ii) only relates to the date on which the Late Charge is incurred and payable);

(iii)a sum equal to any additional amounts (including any late charge in excess of the amount payable under clause (ii) above for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, default penalties, interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender’s counsel) which are payable

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by Landlord to any Lender under any Note by reason of Tenant’s late payment or non-payment of Basic Rent or by reason of an Event of Default; and

(iv)interest, from the date of delinquency, at the rate (the “Default Rate”) of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the date when such amount becomes due.

(b)Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) on the earlier of (A) demand for payment by Landlord or (B) when the same shall become due; provided that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within five (5) Business Days after Landlord’s demand for payment thereof, and (ii) any other Additional Rent, on the earlier of (A) demand by Landlord or (B) within five (5) Business Days after the due date.  All payments of Additional Rent and all other Monetary Obligations shall be paid by wire transfer (or Automated Clearing House, as applicable) pursuant Paragraph 6(b).

(c)In no event shall amounts payable under Paragraphs 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount permitted by applicable Law.

(d)Landlord and Tenant agree that each provision of this Lease for determining charges amounts and other Additional Rent payable by Tenant is commercially reasonable and, as to each such charge or amount, constitutes a “method by which the charge is to be computed” for purposes of Section 93.012 of the Texas Property Code, which Section was originally enacted by House Bill 2186, 77th Legislature.  ACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS, IF ANY, AVAILABLE TO TENANT UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE, AS SUCH SECTION NOW EXISTS OR AS IT MAY BE HEREAFTER AMENDED, SUCCEEDED AND/OR RENUMBERED.

8.Net Lease; Non-Terminability.

(a)This is an absolute net lease and all Monetary Obligations shall be paid without notice or demand, except as otherwise expressly set forth herein, and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, a “Set-Off”).

(b)Except as otherwise expressly set forth herein, this Lease and the rights of Landlord and the obligations of Tenant hereunder shall not be affected by any event or for any reason or cause whatsoever foreseen or unforeseen.

(c)The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant hereunder shall continue unaffected unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease.  The obligation to pay Rent or

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amounts equal thereto shall not be affected by any collection of rents by any governmental body pursuant to a tax lien or otherwise.  All Rent payable by Tenant hereunder shall constitute “rent” for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code).

(d)Except as otherwise expressly provided herein, Tenant shall have no right and hereby waives all rights which it may have under any Law to (i) quit, terminate or surrender this Lease or the Leased Premises, or (ii) exercise any right of Set-Off of any Monetary Obligations.

9.Payment of Impositions.

(a)Tenant shall pay and discharge when due: all taxes (including real and personal property taxes, recordation taxes, transfer taxes, franchise, sales, use, gross receipts, rent taxes and any margin tax including, without limitation, the “margin tax” imposed by Chapter 171 of the Texas Tax Code, as the same may be amended or modified from time to time, and together with any binding rules or regulations promulgated from time to time by the Comptroller of the State of Texas or other governmental body in connection with Chapter 171 of the Texas Tax Code, which the parties acknowledge and agree is a tax in lieu of real property taxes); all charges for any Easement Agreement; all assessments and levies; all fines, penalties and other Costs in connection with noncompliance of the Leased Premises with any applicable Law; all permit, inspection and license fees; all rents and charges for water, sewer, utility and communication services relating to the Leased Premises; all ground rents and all other public charges, imposed upon or assessed against (i) Tenant, (ii) Tenant’s interest in the Leased Premises, (iii) the Leased Premises, (iv) Landlord as a result of or arising in respect of the ownership, occupancy, leasing, use, possession or sale of the Leased Premises, any activity conducted on the Leased Premises, or the Rent, or (v) any Lender by reason of any Note, Mortgage, Assignment or other document evidencing or securing a Loan and which (as to this clause (v)) Landlord has agreed to pay (collectively, the “Impositions”); provided that nothing herein shall obligate Tenant to pay (A) income, excess profits, franchise or other taxes of Landlord (or Lender) which are determined on the basis of Landlord’s (or Lender’s) net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge, e.g., any real property tax that is recharacterized as a franchise tax), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person.  Upon expiration of the Term (or any earlier termination of this Lease), Tenant shall pay Landlord for unpaid taxes up to and including such date that shall become due and owing thereafter.  Landlord shall make a reasonable estimate of such unpaid taxes based on the prior year’s tax bills, and shall perform a reconciliation promptly after the actual information becomes available.  In the event that any ad valorem or other future real property tax (“Future Tax”) is decreed or characterized by Law as an income tax and Tenant is thereby prohibited by any applicable Law from paying such Future Tax pursuant to this Paragraph 9(a), Landlord and Tenant agree that Basic Rent shall be adjusted by the amount necessary to provide Landlord the same net yield as Landlord would have received but for the implementation or characterization of such Future Tax.  Prior to or on the date the Future Tax takes effect, Landlord shall provide Tenant with notice of the revised Basic Rent under this Lease.  Landlord shall have the right to require Tenant to pay, together with scheduled installments of Basic Rent, the amount of the gross receipts or rent tax, if any, payable with

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respect to the amount of such installment of Basic Rent.  If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay such Imposition in installments, provided that such option to pay any Imposition in installments shall not hinder or prevent Landlord from exercising any of its rights set forth in this Lease.  Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions.  Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Tenant hereunder within thirty (30) days after the due date thereof, and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor.

(b)Following the occurrence of an Event of Default, Tenant shall pay to Landlord such amounts (each an “Escrow Payment”) as required by Landlord so that there shall be in an escrow account an amount sufficient to pay as they become due the Escrow Charges that will accrue over such period of time as Landlord shall reasonably require.  As used herein, “Escrow Charges” means real estate taxes and assessments on or with respect to the Leased Premises or payments in lieu thereof and premiums on any insurance required by this Lease, payments due under any Easement Agreement and any reserves for capital improvements, deferred maintenance, repair and/or tenant improvements and leasing commissions.  Landlord shall determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such amount shall equal any corresponding escrow installments required to be paid by Landlord) and the amount of each Escrow Payment.  The Escrow Payments shall be held in an account established by Landlord with an unrelated third-party escrow agent selected in Landlord’s reasonable discretion (at Tenant’s cost and expense) and shall not be commingled with other funds of Landlord or other Persons.  Any interest earned thereon shall accrue and be held as an additional Escrow Payment and disbursed with the other Escrow Charges.  Landlord shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Landlord or Lender shall determine or as required by Law.  If at any time the Escrow Payments theretofore paid to Landlord shall be insufficient for the payment of the Escrow Charges, Tenant, within ten (10) days after Landlord’s demand therefor, shall pay the amount of the deficiency to Landlord.  Notwithstanding the foregoing:

(i)if Tenant has cured the Event of Default that gave rise to the need for the Escrow Payments and a subsequent Event of Default has not occurred, the requirement that Tenant continue to make Escrow Payments shall expire on the first anniversary of the date of the cure of such Event of Default by Tenant, and

(ii)prior to Tenant being required to make any Escrow Payments for capital improvements, deferred maintenance or repairs (“Repair Escrow”), Landlord shall obtain a property condition report (at Tenant’s sole cost and expense) for the Leased Premises and the amount of the Repair Escrow shall be equal to: the immediate and short term repairs needed for the Leased Premises as disclosed in such property condition report plus the recommended reserves for the Leased Premises for repairs needed in the next three (3) calendar years as disclosed in such property condition report divided by 12 with the result of the foregoing equation being multiplied by 1.1.  When Tenant or its agents commence the work for which the Repair Escrow was established, Tenant shall make requests for disbursement and Landlord

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shall request that the escrow agent disburse amounts from the Repair Escrow in accordance with the procedures set forth in Paragraph 19(a) of this Lease.

(c)Except as provided in Paragraph 14 of this Lease, Tenant has no right to protest the real property tax rate applicable to the Leased Premises and/or the appraised value of the Leased Premises determined by any appraisal review board or other taxing entity with authority to determine tax rates and/or appraised values (each a “Taxing Authority”).  Except as provided in Paragraph 14 of this Lease, Tenant hereby knowingly, voluntarily and intentionally waives and releases any right, whether created by law or otherwise, to do any of the following:  (i) to file or otherwise protest before any Taxing Authority any such rate or value determination even though Landlord may elect not to file any such protest; (ii) to appeal any order of a Taxing Authority which determines any such protest; and (iii) to receive, or otherwise require that Landlord deliver to Tenant, a copy of any reappraisal notice received by Landlord from any Taxing Authority.  The foregoing waiver and release covers and includes any and all rights, remedies and recourse of Tenant, now or at any time hereafter, under Section 41.413 and Section 42.015 of the Texas Tax Code (as currently enacted or hereafter modified) together with any other or further laws, rules or regulations covering the subject matter thereof.  Tenant acknowledges and agrees that the foregoing waiver and release was bargained for by Landlord and Landlord would not have agreed to enter into this Lease in the absence of this waiver and release.

(d)Tenant agrees to notify Landlord immediately of any changes to the amounts, schedules, instructions for payment of any Impositions and premiums on any insurance held under this Lease of which Tenant has obtained knowledge and authorizes Landlord or Lender to obtain the bills for Impositions or Escrow Charges directly from the appropriate authority or entity.

(e)Notwithstanding anything to the contrary contained herein, Tenant acknowledges that the Property Condition Report prepared by EBI Consulting dated October 11, 2010 (the “PCR”) disclosed that significant repairs to the roof and HVAC (the “Known Repairs”) will be required during the fourth through sixth Lease Years of the Term costing approximately $1,650,978.  The repair schedule from the PCR is attached hereto as Schedule 9(e).  Landlord and Tenant have agreed that an additional property condition report will be performed by a consultant or agent, at Tenant’s sole cost and expense, reasonably acceptable to both Landlord and Tenant and will be ordered on or about March 1, 2014 (the “Updated PCR”).  If the Updated PCR discloses that the Known Repairs will be needed within three (3) years of the delivery of the Updated PCR, at Landlord’s request, Tenant shall commence, on the first day of the next full calendar month, escrowing funds needed to make the Known Repairs (the “Known Repair Escrow Payment”) in a deposit account with an unrelated third-party escrow agent selected by Landlord in its reasonable discretion (at Tenant’s cost and expense) (the “Known Repair Escrow”).  The amount of each Known Repair Escrow Payment shall be equal to the result of the following calculation: the total amount needed to complete all of the Known Repairs as shown on the Updated PCR divided by the number of months until the first Known Repair is to be commenced as described in the Updated PCR with the result of the foregoing equation being multiplied by 1.1.  For example, if the Known Repairs will cost $100,000 to complete and the first Known Repair is to be commenced in two years from the date of the Updated PCR, then Tenant shall commence escrowing $5,208.33 per month into the Known Repair Escrow.  When

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Tenant or its agents commence the work need to complete the Known Repairs, Tenant shall make requests for disbursement and Landlord shall request that the escrow agent disburse amounts from the Known Repair Escrow in accordance with the procedures set forth in Paragraph 19(a) of this Lease.

10.Compliance with Laws and Easement Agreements; Environmental Matters.

(a)Tenant shall, at its expense, comply with and conform to, and cause the Leased Premises and any other Person occupying any part of the Leased Premises to comply with and conform to, all Insurance Requirements and all Legal Requirements (including all applicable Environmental Laws).  Tenant shall not at any time (i) cause, permit, or suffer to occur, any Environmental Violation or any environmental lien whether due to the acts of Tenant or any other party, (ii) permit any sublessee, assignee or other Person occupying the Leased Premises under or through Tenant to cause, permit or suffer to occur any Environmental Violation and, at the request of Landlord (which request shall be made in Landlord’s sole and absolute discretion), Tenant shall promptly remediate or undertake any other appropriate response action to correct any existing Environmental Violation, however immaterial, or (iii) without the prior written consent of Landlord, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Real Property, regardless of the depth thereof or the method of mining or extraction thereof.  Any and all reports prepared for or by Landlord with respect to the Leased Premises shall be for the sole benefit of Landlord and no other Person shall have the right to rely on any such reports.

(b)Tenant, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions and agreements contained in any Easement Agreement to be kept or performed by Landlord.  Tenant will not alter, modify, amend or terminate any Easement Agreement, give any consent or approval thereunder, or enter into any new Easement Agreement without, in each case, obtaining the prior written consent of Landlord.  Tenant agrees to reasonably cooperate with Landlord, at Tenant’ sole cost and expense, in connection with (a) the granting of easements, licenses, rights-of-way and other rights and privileges in the nature of Easement Agreements reasonably necessary or desirable for ownership and operation of the Leased Premises as herein provided; (b) the execution of petitions to have the Leased Premises annexed to any municipal corporation or utility district; and (c) the execution of amendments to any covenants and restrictions affecting the Leased Premises; provided that, in each case, Landlord shall have delivered to Tenant a certificate stating that such grant, release, dedication, transfer, amendment or government action, or other action or agreement (any of the foregoing, a “Property Action”) will not materially interfere with Tenant’s use and enjoyment of the Leased Premises.

(c)Upon prior written notice from Landlord, Tenant shall permit such qualified persons as Landlord may designate (“Site Reviewers”) to visit the Leased Premises during normal business hours and in a manner which does not unreasonably interfere with Tenant’s operations and perform environmental site investigations and assessments (“Site Assessments”) on the Leased Premises in any of the following circumstances:  (i) in connection with any sale, financing or refinancing of the Leased Premises; (ii) within the six month period prior to the expiration of the Term; (iii) if required by Lender or the terms of any credit facility to which Landlord is bound; (iv) if an Event of Default exists; (v) if required under any applicable Law; or

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(vi) at any other time that, in the opinion of Landlord or Lender, a reasonable basis exists to believe that an Environmental Violation or any condition that could reasonably be expected to result in any Environmental Violation exists.  Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, in the opinion of the Site Reviewers, to conduct the Site Assessments including additional Site Assessments that may be required as a result of any limited Phase II environmental report prepared prior to the date hereof or as may be required by Lender or any provider of insurance for the Leased Premises.  Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters.  The cost of performing and reporting any Site Assessments shall be paid by Tenant, provided, however, if such Site Assessment is conducted in connection with subsection (i), other than in connection with the initial financing for the Leased Premises for which Tenant shall be responsible for the cost, or subsection (iii), then Landlord shall be responsible for the cost of performing any such Site Assessments.

(d)If an Environmental Violation occurs or is found to exist and, in Landlord’s reasonable judgment, the cost of remediation of, or other response action with respect to, the same is likely to exceed One Hundred Thousand Dollars ($100,000), Tenant shall provide to Landlord, within ten (10) days after Landlord’s request therefor, adequate financial assurances, as determined in Landlord’s sole and absolute discretion, that Tenant will effect such remediation in accordance with applicable Environmental Laws, and fulfill Tenant’s indemnification obligations that could reasonably be expected to arise as a result of such Environmental Violation.  Such financial assurances shall be in an amount equal to or greater than Landlord’s reasonable estimate, based upon a Site Assessment performed pursuant to Paragraph 10(c), of the anticipated cost of such remedial action.  Tenant shall comply with all reasonable requests of Landlord with respect to an Environmental Violation, including without limitation (i) a request to effectuate a remediation of any Environmental Violation, (ii) a request for Tenant to comply with any Environmental Laws or to comply with any directive from a governmental authority, or (iii) a reasonable request to take any action necessary to protect human health and the environment.

(e)Notwithstanding any other provision of this Lease, if an Environmental Violation occurs or is found to exist and the Term would otherwise terminate or expire, then, at the option of Landlord, the Term shall be automatically extended beyond the date of termination or expiration and this Lease shall remain in full force and effect beyond such date on a month-to-month basis until the earlier to occur of (i) the completion of all remedial action in accordance with applicable Environmental Laws or (ii) the date specified in a written notice from Landlord to Tenant terminating this Lease.

(f)If Tenant fails to comply with any requirement of any Environmental Law, Landlord shall have the right (but no obligation), to take any and all actions as Landlord shall deem necessary or advisable in order to comply with such Environmental Law, provided, however, unless such violation of Environmental Law creates an emergency situation requiring immediate action by Landlord (as determined in Landlord’s sole and absolute discretion),

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Landlord shall provide Tenant with notice and three (3) days grace period to take any action that Landlord intends to take in order for the Leased Premises to comply with Environmental Law.

(g)Except as provided in Schedule 10(g), Tenant represents and warrants that (i) it is not aware of any Environmental Violation or suspected Environmental Violation at the Leased Premises as of the date of this Lease Agreement and (ii) Tenant has disclosed to Landlord all known or suspected Environmental Violations and the presence of Hazardous Conditions or Hazardous Substances existing on the Leased Premises prior to the date of the Lease Agreement.  If Tenant fails to comply with any requirement of any Environmental Law in connection with any Environmental Violation which occurs or is found to exist, Landlord shall have the right (but no obligation) to take any and all actions as Landlord shall deem necessary or advisable in order to cure such Environmental Violation.

(h)Tenant shall notify Landlord on the earlier of (i) three (3) Business Days after obtaining knowledge thereof or (ii) the date on which notice is required to be delivered to any governmental authority under applicable Environmental Law, or contemporaneous with notice being provided to any governmental authority, with respect to (x) any Environmental Violation (or alleged Environmental Violation), (y) spill or release of any Hazardous Substances that could reasonably be expected to result in a claim or liability under Environmental Law, or (z) noncompliance with any of the covenants contained in this Paragraph 10, and shall forward to Landlord promptly copies of all orders, reports, notices, permits, applications or other communications relating to any such violation or noncompliance.

(i)All future leases, subleases or concession agreements relating to the Leased Premises entered into by Tenant shall contain covenants of the other party thereto which are identical to the covenants contained in Paragraph 10(a).

(j)Tenant shall, from time to time but not more than once every calendar year unless required more frequently in connection with a request from a governmental authority, Lender or in order for Landlord or the Leased Premises to comply with any Law or Legal Requirement, upon Landlord’s reasonable request, provide Landlord with evidence (a duly authorized and executed officer’s certificate from Tenant shall be sufficient evidence) satisfactory to Landlord that the Leased Premises complies with all Legal Requirements or is exempt from compliance with such Legal Requirements, provided, however, as it relates to compliance with Legal Requirements, other than compliance with Environmental Law, Tenant only need provide evidence that it complies with such Legal Requirements in all material respects.

(k)Unless otherwise directed by Landlord, Tenant shall, at its sole cost and expense, remove or close any tanks at the Leased Premises prior to the termination or expiration of the Term.  Tenant shall:  (i) remove any such tanks, their contents, and associated equipment and piping at the Leased Premises in accordance with Environmental Law; (ii) close any such tanks in accordance with Environmental Law; (iii) perform any Site Assessments reasonably necessary to determine whether the prior use of or removal or closure procedures with respect to any such tanks resulted in an Environmental Adverse Condition; (iv) remediate all Environmental Adverse Conditions associated with any such tanks in accordance with this subparagraph; and (v) notify as required all appropriate Governmental Authorities of the closure and removal of any regulated tanks in accordance with Environmental Law.  In the event that Landlord notifies Tenant that any

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or all of the tanks may remain on the Leased Premises at the termination or expiration of the Term, Tenant shall take all appropriate actions to ensure that the tanks are in good working order, are emptied of all contents, are in compliance with all Environmental Laws, and do not constitute an Environmental Adverse Condition at the termination or expiration of the Term.  Prior to the termination or expiration of the Term, Tenant shall provide Landlord with (x) proof of closure or removal of any such tanks, (y) copies of all Site Assessments performed in conjunction with the closure or removal of any such tanks, and (z) all documentation of the regulatory status of all tanks at the Leased Premises (whether or not Landlord has allowed Tenant to leave in place any tanks at the Leased Premises).  Notwithstanding the foregoing, Tenant shall not be required to comply with the provisions of this subsection (k) with respect to the aboveground storage tanks currently located at the Leased Premises that Tenant represents currently solely contain water and are solely and exclusively used for the fire suppression system at the Leased Premises so long as such aboveground storage tanks continue solely to contain water and continue solely to be used for the fire suppression system at the Leased Premises.

(l)Tenant shall, within sixty (60) days after the date hereof, either (i) supply an asbestos survey in form and substance reasonably acceptable to Landlord and Lender (if applicable), certifying that no asbestos exists at the Leased Premises; or (ii) implement an Asbestos Operations and Maintenance Plan in form and substance reasonably satisfactory to Landlord and Lender (if applicable), that complies with (x) employee awareness, notification, recordkeeping and other OSHA requirements applicable to ACM and presumed asbestos containing materials and (y) EPA’s guidance entitled “Managing Asbestos in Place: A Building Owner’s Guide to Operations and Maintenance Programs”.

11.Liens; Recording.

(a)Tenant shall not, directly or indirectly, create or permit to be created or to remain and shall promptly discharge or remove any lien, levy or encumbrance on the Leased Premises or on any Rent or any other sums payable by Tenant under this Lease, other than any Mortgage or Assignment, the Permitted Encumbrances and any mortgage, lien, encumbrance or other charge created by or resulting solely from any act or omission of Landlord.  NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE LEASED PREMISES.  LANDLORD MAY AT ANY TIME POST ANY NOTICES ON THE LEASED PREMISES REGARDING SUCH NON-LIABILITY OF LANDLORD.

(b)Tenant shall execute, deliver and record, file or register (collectively, “record”) all such instruments as may be required or permitted by any present or future Law in order to evidence the respective interests of Landlord and Tenant in the Leased Premises, and shall cause a memorandum of this Lease containing terms mutually and reasonably acceptable to Landlord and Tenant, and any supplement hereto or thereto, to be recorded in such manner and in such places as may be required or permitted by any present or future Law in order to protect the validity and priority of this Lease.

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12.Maintenance and Repair.

(a)On the Commencement Date, Tenant shall deliver to Landlord to be held in escrow the amount of $99,770 (the “Immediate Repair Amount”).  The Immediate Repair Amount will be held in escrow by an unrelated third-party escrow agent selected by Landlord in its reasonable discretion (at Tenant’s cost and expense) (the “IRA Escrow”) and funds shall be drawn down and disbursed from the IRA Escrow in accordance with the procedure set forth in Paragraph 19(a), including, without limitation, the requirements for Tenant’s delivery of lien waivers satisfactory to Landlord.  Tenant shall complete the repairs listed on Schedule 12(a) no later than March 10, 2011.  If the Immediate Repair Amount is not fully drawn down from the IRA Escrow and disbursed after completion of the repairs listed on Schedule 12(a), Landlord shall disburse such excess sum to Tenant; provided, however, that, if (i) the Immediate Repair Amount is not fully drawn down from the IRA Escrow and disbursed after completion of the repairs listed on Schedule 12(a) and an Event of Default exists or (ii) the repairs listed on Schedule 12(a) are not completed by the date specified in this Paragraph 12(a), then any funds on deposit in the IRA Escrow shall be delivered to Landlord pursuant to this Paragraph 12(a) shall be held by Landlord as a Security Deposit in accordance with Paragraph 35.

(b)Tenant shall at all times maintain (i) the Leased Premises in as good repair, appearance and condition as they are on the date hereof and fit to be used for the Permitted Use in accordance with the better of the practices generally recognized as then acceptable by other companies in Tenant’s industry, and (ii) the Equipment, in as good mechanical condition as it was on the later of the date hereof or the date of its installation, except for ordinary wear and tear as to Tenant’s obligations in subsections (i) and (ii) above.  Tenant shall take every other action necessary or appropriate for the preservation and safety of the Leased Premises and the life safety of any occupants of the Leased Premises or their invitees.  Tenant shall promptly make all Alterations which may be required to comply with the foregoing requirements of this Paragraph 12(b) or to comply with any Legal Requirement.  Landlord shall not be required to make any Alteration, whether foreseen or unforeseen, or to maintain the Leased Premises in any way, and Tenant hereby expressly waives any right which may be provided for in any Law now or hereafter in effect to make Alterations at the expense of Landlord or to require Landlord to make Alterations.  Any Alteration made by Tenant pursuant to this Paragraph 12 shall be made in conformity with the provisions of Paragraph 13.  Tenant hereby agrees and covenants not to commit or permit the Leased Premises to suffer waste, and shall take all precautions necessary to prevent waste from occurring at the Leased Premises.  Tenant shall provide Landlord with an engineering or property condition report (at Tenant’s sole cost and expense and in form and substance satisfactory to Landlord, in Landlord’s sole discretion) not more than thirty (30) months nor less than eighteen (18) months prior to the end of the Initial Term or any Renewal Term (a “Property Condition Report”).

(c)If (i) such Property Condition Report lists capital repairs and/or replacements required on the Leased Premises during the remaining eighteen (18) months of the Initial Term or any Renewal Term, or (ii) an Alteration or repair to the Leased Premises is required by any applicable Legal Requirement during the last eighteen (18) months of the Initial Term or any Renewal Term, then, provided that such Alteration or repair is the result of normal wear and tear and not due to neglect or waste by Tenant, then the cost of such Alteration or repair, as the case may be, will be apportioned between Landlord and Tenant with Tenant’s share equal to the cost

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of such Alteration or repair, as the case may be, multiplied by a fraction, the numerator of which shall be the remainder of the Term from the time such Alteration or repair needs to be made pursuant to subparagraphs (i) and (ii) above, and the denominator of which shall be the anticipated useful life of such Alteration or repair, as the case may be.  If, after any such apportionment, Tenant exercises any Renewal Term, the cost of such Alteration or repair shall be re-apportioned accordingly.  If such Alteration or repair is due to neglect or waste by Tenant, Tenant shall bear the full cost of such Alteration and repair, including any reasonable Costs incurred by Landlord to ensure that the Alteration and repair are completed, and such Alteration or repair shall be made in accordance with Paragraphs 12 and 13 of this Lease.

(d)If any Improvement, now or hereafter constructed, shall (i) encroach upon any setback or any property, street or right-of-way adjoining the Leased Premises, (ii) violate any zoning restrictions, including without limitation height or set-back restrictions, or the provisions of any restrictive covenant affecting the Leased Premises, (iii) hinder or obstruct any Easement Agreement to which the Leased Premises is subject or (iv) impair the rights of others in, to or under any of the foregoing, Tenant shall, promptly after receiving notice or otherwise acquiring knowledge thereof, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Landlord, Tenant or both, or (B) take such action as shall be reasonably necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making Alterations.

13.Alterations and Improvements.

(a)Tenant shall not make (i) any non-structural Alterations to the Leased Premises that cost more than Five Hundred Thousand Dollars ($500,000) in the aggregate as measured every five (5) Lease Years of the Term commencing with the first Lease Year, or (ii) any structural Alterations to the Leased Premises, without having first obtained the prior written consent of Landlord.  Tenant shall not construct upon the Real Property any additional buildings without having first obtained the prior written consent of Landlord and Lender.  Landlord shall have the right to require Tenant to remove any Alterations except for those Alterations required by Law or for which Landlord has agreed in writing that removal will not be required.

(b)If Tenant makes any Alterations pursuant to this Paragraph 13, Major Alterations pursuant to Paragraph 34 or as required by Paragraph 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness materially impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the requirements of all insurance policies required to be maintained by Tenant hereunder, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Equipment being replaced or (B) the value and useful life of the Equipment being replaced immediately prior to the occurrence of the event which required its replacement (assuming such replaced Equipment was then in the condition required by this Lease), (vi) Tenant shall promptly discharge or remove all liens filed against the

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Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) if such Alterations will cost in excess of Five Hundred Thousand Dollars ($500,000), Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Paragraph 19(a) (provided, however, rather than such funds being held by Landlord as provided in Paragraph 19(a), such funds shall be held by an unrelated third-party escrow agent selected in Landlord’s reasonable discretion (at Tenant’s cost and expense) or by a Lender, if so requested by such Lender), whether or not such Work involves restoration of the Leased Premises.

14.Permitted Contests.

Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”) and may dispute or contest the same, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii)  any interference with the use or occupancy of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied.  Tenant shall provide Landlord security which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith.  While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by Law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord.  Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations.  Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof.  No such contest shall subject Landlord to the risk of any civil or criminal liability.

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15.Indemnification.

(a)Except for losses caused by the gross negligence or willful misconduct of Landlord, Tenant shall pay, protect, indemnify, defend, save and hold harmless Landlord, Lender and all other Indemnitees from and against any and all liabilities, losses, damages (including punitive damages), penalties, Costs (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, gross negligence, negligence or any other theory of recovery at law or in equity, arising from (i) any matter pertaining to the acquisition (or the negotiations leading thereto), ownership, leasing, use, non-use, occupancy, operation, management, condition, design, construction, maintenance, repair or restoration of the Leased Premises; (ii) any Casualty in any manner arising from the Leased Premises, whether or not Indemnitee has or should have knowledge or notice of any defect or condition causing or contributing to said Casualty; (iii) any violation by Tenant of (A) any provision of this Lease (including any representation or warranty), (B) any contract or agreement to which Tenant is a party, (C) any Legal Requirement or (D) any Permitted Encumbrance or any encumbrance Tenant consented to or the Mortgage or Assignment; or (iv) any alleged, threatened or actual Environmental Violation, including (A) liability for response costs and for costs of removal and remedial action incurred by the United States Government, any state or local governmental unit or any other Person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Sections 107 or 113 of CERCLA, or any successor section or act or provision of any similar state or local Law, (B) liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any of the other Environmental Laws and (C) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity.

(b)In case any action or proceeding is brought against any Indemnitee by reason of any such claim described in subsection (a) above, (i) such Indemnitee shall notify Tenant to resist or defend such action or proceeding, and such Indemnitee will cooperate and assist in the defense of such action or proceeding if reasonably requested to do so by Tenant and (ii) Tenant may, except during the continuance of an Event of Default, retain its own counsel and defend such action (it being understood that Landlord may employ counsel of its choice to monitor the defense of any such action, the cost of which shall be paid by Tenant).  In the event of an Event of Default, Landlord shall have the right to select counsel, and the fees and expenses of such counsel shall be paid by Tenant.

(c)Except for losses caused by the gross negligence or willful misconduct of Tenant, Landlord shall pay, protect, indemnify, defend, save and hold harmless Tenant from and against any and all liabilities, losses, damages (including punitive damages), penalties, Costs (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, gross negligence, negligence or any other theory of recovery at law or in equity, arising from any violation by Landlord of any provision of this Lease.

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(d)In case any action or proceeding is brought against Tenant by reason of any such claim described in subsection (c) above, (i) Tenant shall notify Landlord to resist or defend such action or proceeding, and Tenant will cooperate and assist in the defense of such action or proceeding if reasonably requested to do so by Landlord and (ii) Landlord may retain its own counsel and defend such action (it being understood that Tenant may employ counsel of its choice to monitor the defense of any such action, the cost of which shall be paid by Landlord).

(e)The obligations of Tenant and Landlord under this Paragraph 15 shall survive any termination, expiration or rejection in bankruptcy of this Lease.

16.Insurance.

(a)Each policy of insurance listed on Schedule 16(a) attached hereto (the “Existing Insurance Policies”) is in full force and effect and all premiums due with respect thereto have been paid.  There are (i) no claims outstanding or pending under any Existing Insurance Policies related to the Real Property and the Leased Premises, and (ii)  to Tenant’s knowledge, no other material claims outstanding or pending under any Existing Insurance Policies.

(b)Tenant shall obtain, pay for and maintain the following insurance on or in connection with the Leased Premises:

(i)Insurance against all risk of physical loss or damage to the Improvements and Equipment as provided under “Special Causes of Loss” form coverage, including the perils of hail, windstorm, flood coverage, earthquake and acts of terrorism, in amounts not less than the actual replacement cost of the Improvements and Equipment without deduction for depreciation; provided that, if Tenant’s insurance company is unable or unwilling to include any or all of such excluded perils, Tenant shall have the option of purchasing coverage against such perils from another insurer on a “Difference in Conditions” form or through a stand-alone policy.  Such policies shall contain Replacement Cost and Agreed Amount Endorsements and “Law and Ordinance” coverage (at full replacement cost) and Joint Loss Agreements.  Such policies and endorsements shall contain deductibles not more than $25,000 per occurrence.  Such policies shall name Landlord as a Named Insured, and Lender as mortgagee/loss payee, with respect to the Leased Premises.

(ii)Comprehensive Boiler and Machinery/Equipment Breakdown Insurance on any of the Equipment or any other equipment on or in the Leased Premises, in an amount not less than full replacement cost of the building per accident for damage to property (and which may be carried as part of the coverage required under clause (i) above or pursuant to a separate policy or endorsement).  If such coverage is provided pursuant to a separate Boiler and Machinery policy or endorsement, Tenant will obtain a Joint Loss Agreement.  Either such Boiler and Machinery policy endorsements or the Special Causes of Loss policy required in clause (i) above shall include at least the following amounts, per incidence, for Off-Premises Service Interruption ($500,000 limit), Expediting Expenses ($500,000 limit), Ammonia Contamination ($500,000 limit), and Hazardous Materials Clean-Up Expense ($25,000 sub-limit) and may contain a deductible not to exceed $25,000.  Such policies shall name Landlord and Lender as loss payees with respect to the Leased Premises.

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(iii)Business Income/Extra Expense Insurance at limits sufficient to cover 100% of the period of indemnity not less than eighteen (18) months from time of loss and an extended period of indemnity of one hundred twenty (120) days.  Such policies shall name Landlord and Lender as Loss Payees with respect to the Leased Premises.

(iv)Commercial General Liability Insurance against claims for personal injury, bodily injury, death, accident or property damage occurring on, in or as a result of the use of the Leased Premises, in an amount not less than $1,000,000 per Occurrence/$2,000,000 Annual Aggregate and $2,000,000 Products/Completed Operations Annual Aggregate on a per location basis and on an occurrence basis.  Coverage shall also include elevators/escalators (if any), independent contractors, contractual liability and Products/Completed Operations Liability coverage.  Such policies shall name Landlord and Lender as Additional Insureds with respect to the Leased Premises.

(v)Business Automobile Liability Insurance (including Owned — if any; Non-Owned and Hired Automobile Liability) in an amount of $1,000,000 Combined Single Limit.

(vi)Workers’ Compensation insurance in the amount required by applicable Law.

(vii)Employers’ Liability insurance covering all persons employed by Tenant in connection with any work done on or about the Leased Premises in the amount of $1,000,000 per accident, $1,000,000 per illness, per employee, and $1,000,000 per illness, in the aggregate.  Landlord reserves the right to have evidence shown that any self-insurance program has been accepted by the State.

(viii)Excess/Umbrella Liability in an amount of not less than $15,000,000 on a per location basis which includes Follow Form coverage for Commercial General Liability, Business Automobile Liability and Employers’ Liability coverages; if coverage is not on a per location basis, the minimum limit shall be $25,000,000.

(ix)During any period in which substantial Alterations at the Leased Premises are being undertaken, builder’s risk insurance covering the total completed value, including all hard and soft costs (which shall include business interruption coverage) with respect to the Improvements being constructed, altered or repaired (on a completed value, non-reporting basis), replacement cost of work performed and equipment, supplies and materials furnished in connection with such construction, alteration or repair of Improvements or Equipment, together with such other endorsements as Landlord may reasonably require, and general liability, worker’s compensation and automobile liability insurance with respect to the Improvements being constructed, altered or repaired, in such form and in such amounts as Landlord may reasonably require.  Such policies shall name Landlord and Lender as Named Insured, Mortgagee, Additional Insured and/or Loss Payees with respect to the Leased Premises, as applicable.

(x)If required (as determined in Landlord’s sole and absolute discretion) as a result of a change of Tenant’s use of the Leased Premises from the use permitted in Section 4(a), Pollution Legal Liability insurance (“PLL Insurance”) on or in connection with the Leased

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Premises.  The PLL Insurance shall cover unknown on-site pollution conditions (including cleanup, personal injury, bodily injury, and property damage), unknown off-site pollution conditions (including cleanup, personal injury, bodily injury, and property damage), mold/fungi and business interruption.  The PLL Insurance shall be in effect for a minimum of ten (10) years and Landlord and Lender (if any) shall be included as an additional insured on the PLL Insurance policy.  The PLL Insurance shall provide a minimum of Ten Million Dollars ($10,000,000.00) in coverage per occurrence and in the aggregate for the Leased Premises.  Such pollution legal liability insurance shall name Landlord and Lender as additional insureds with respect to the Leased Premises.

(xi)Such other insurance (or other terms with respect to any insurance required pursuant to this Paragraph 16, including without limitation amounts of coverage, deductibles, form of mortgagee clause) on or in connection with the Leased Premises as Landlord or Lender may reasonably require.

(c)The insurance required by Paragraph 16(b) shall be written by companies having a Best’s rating of A:X or above and a claims paying ability rating of AA or better by S&P or equivalent rating agency or such other rating as may be approved by Landlord and Lender in their sole and absolute discretion in writing and are authorized to write insurance policies by, the State Insurance Department (or its equivalent) for the states in which the Leased Premises is located.  The insurance policies (i) shall be for such terms as Landlord may reasonably approve and (ii) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. If said insurance or any part thereof shall expire, be withdrawn, become void, voidable, unreliable or unsafe for any reason, including a breach of any condition thereof by Tenant or the failure or impairment of the capital of any insurer, or if for any other reason whatsoever said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord.

(d)Each insurance policy referred to in clauses (i), (ii), (iii) and (ix) of Paragraph 16(b) shall contain standard non-contributory mortgagee clauses in favor of and acceptable to Lender.  Each policy required by any provision of Paragraph 16(b) shall provide that it may not be cancelled, or allowed to lapse on any renewal date of such insurance policy except after thirty (30) days’ prior written notice to Landlord and Lender.  If notice for modification of insurance policies becomes commercially available, it must be purchased; if such notice is not a part of the insurance policy(ies), then Tenant must provide said 30 days prior written notice to Landlord.

(e)Tenant shall pay as they become due all premiums for the insurance required by Paragraph 16(b), shall renew or replace each policy and deliver to Landlord evidence of the payment of the full premium therefor or installment then due at least ten (10) days prior to the expiration date of such policy, and shall promptly deliver to Landlord all original certificates of insurance evidencing such coverages or, if requested by Landlord or required by Lender, original or certified policies.  All certificates of insurance (including liability coverage) provided to Landlord and Lender shall be on ACORD Form 28 (2003/10) for Property Coverages or ACORD Form 25 Liability Coverages (or its equivalent in the Landlord’s sole and absolute discretion).

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(f)Anything in this Paragraph 16 to the contrary notwithstanding, any insurance which Tenant is required to obtain pursuant to Paragraph 16(b) may be carried under a “blanket” policy or policies covering other properties of Tenant or under an “umbrella” policy or policies covering other liabilities of Tenant, as applicable; provided that, such blanket or umbrella policy or policies otherwise comply with the provisions of this Paragraph 16, and upon request, Tenant shall provide to Landlord a Statement of Values which may be reviewed annually and shall be amended to the extent determined necessary by Landlord (in its sole and absolute discretion) based on revised Replacement Cost Valuations.  The original or a certified copy of each such blanket or umbrella policy shall promptly be delivered to Landlord.

(g)Tenant shall not carry separate insurance concurrent in form or contributing in the event of a Casualty with that required in this Paragraph 16 unless (i) Landlord and Lender are included therein as Named Insureds, Additional Insureds, Mortgagee and with Loss Payable as provided herein, and (ii) such separate insurance complies with the other provisions of this Paragraph 16.  Tenant shall immediately notify Landlord of such separate insurance and shall deliver to Landlord the original policies or certified copies thereof.

(h)Each policy (other than workers’ compensation coverage or any other coverage prohibited by law) shall contain an effective waiver by the carrier against all claims for payment of insurance premiums against Landlord and shall contain a full waiver of subrogation against the Landlord.

(i)The proceeds of any insurance required under Paragraph 16(b) shall be payable as follows:

(i)proceeds payable under clauses (iv), (v), (vi), (vii) and (viii) of Paragraph 16(b) and proceeds attributable to the general liability coverage of construction/alterations insurance under clause (ix) of Paragraph 16(b) shall be payable to the Person entitled to receive such proceeds; and

(ii)proceeds of insurance required under clauses (i), (ii) and (iii) of Paragraph 16(b) and proceeds attributable to construction/alterations insurance (other than its general liability coverage provisions) under clause (ix) of Paragraph 16(b) shall be payable to Landlord or Lender and applied as set forth in Paragraph 17 or, if applicable, Paragraph 18.  Tenant shall apply the Net Award to restoration of the Leased Premises in accordance with the applicable provisions of this Lease unless a Termination Event shall have occurred and Tenant has given a Termination Notice.

17.Casualty and Condemnation.

(a)Tenant shall give Landlord immediate notice of the occurrence of any Casualty at the Leased Premises.  Landlord, in its sole and absolute discretion and upon notice to Tenant (except that no notice to Tenant shall be required if an Event of Default has occurred and is continuing), may adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(b) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers.  Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord in

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any adjustment, collection and compromise of the insurance claim payable in connection with a Casualty.  Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases.  Landlord reserves the right to join Tenant in any claim.  If Landlord so requests, Tenant shall adjust, collect and compromise any and all such claims, and Landlord shall have the right to join with Tenant therein.  Any adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise.  Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord instead of to Landlord and Tenant jointly, and Tenant hereby appoints Landlord as Tenant’s attorney-in-fact to endorse any draft therefor.  The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides.

(b)Tenant shall provide Landlord immediate written notice of Tenant’s receipt of a Condemnation Notice relating to the Leased Premises.  Landlord is authorized to collect, settle and compromise, in its sole and absolute discretion (and, if no Event of Default exists, upon notice to Tenant), the amount of any condemnation award.  Provided that no Event of Default has occurred and is continuing, Tenant shall be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof and to contest the Condemnation or the amount of the condemnation award therefor.  No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord.  Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder.  The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides.

(c)If any Partial Casualty (whether or not insured against) or Partial Condemnation shall occur (other than a Requisition) to the Leased Premises, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations.  Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraphs 12(b) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease).  Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with and subject to the provisions of Paragraph 19(a).  If a Requisition shall occur, Tenant shall comply with the terms and conditions of Paragraph 17(d).  If any Casualty or Condemnation which is not a Partial Casualty or Partial Condemnation or Requisition shall

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occur, Tenant shall comply with the terms and conditions of Paragraph 18.  Upon the expiration of the Term, any portion of such Net Award which shall not have been previously paid as set forth above shall be retained by Landlord.

(d)In the event of a Requisition of the Leased Premises, any Net Award payable by reason of such Partial Condemnation shall be (i) retained by Landlord, or (ii) paid to Lender to the extent that any Mortgage so provides.

18.Termination Events.

(a)If (i) substantially all of the Leased Premises shall be taken by a Condemnation, Tenant may, within thirty (30) days after Tenant receives a Condemnation Notice, give to Landlord written notice of Tenant’s election to terminate this Lease, and (ii) all of the Leased Premises shall be taken by a Condemnation, Tenant shall, within thirty (30) days after Tenant receives a Condemnation Notice, give to Landlord written notice of Tenant’s election to terminate this Lease (either, a “Termination Notice”).

(b)If any portion of the Leased Premises shall be subject to a Condemnation and has rendered the Leased Premises inaccessible, unavailable for use, or unsuitable for restoration for continued use and occupancy in Tenant’s business, as determined by a certified structural engineer retained by Tenant and acceptable to Landlord, Tenant shall have the option of (i) restoring the Leased Premises, to the extent practicable, using the Net Award payable in connection with such Condemnation, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) ten (10) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after Tenant receives such Condemnation Notice.  If Tenant elects not to deliver a Termination Notice, then Tenant shall restore the Leased Premises, to the extent practicable, in accordance with Paragraphs 17 and 19.

(c)If a Casualty occurs with respect to the Leased Premises which shall be determined by a certified structural engineer retained by Tenant and acceptable to Landlord to be a loss so substantial that restoration or rebuilding for any Permitted Use under Paragraph 4(a) would either take more than two hundred seventy (270) days or be economically infeasible, Tenant shall have option of (i) restoring, rebuilding or repairing the Leased Premises, using the Net Award payable in connection with such Casualty, or (ii) delivering to Landlord a Termination Notice prior to the earlier of (x) ten (10) days after Tenant receives the report of such certified structural engineer, a copy of which report shall be delivered to Landlord with the Termination Notice, and (y) sixty (60) days after the date of such Casualty.

(d)A Termination Notice shall contain (i) notice of Tenant’s intention to terminate this Lease on the later to occur of (A) the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date, or (B) the date on which Landlord receives the Net Award (the “Termination Date”), and (ii) a binding and irrevocable commitment of Tenant to pay the Termination Amount on the Termination Date.  Promptly upon Landlord’s receipt of a Termination Notice, Landlord and Tenant shall commence to determine the Fair Market Value of the Leased Premises pursuant to Paragraph 37.

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(e)If Tenant delivers a Termination Notice to Landlord, this Lease shall terminate on the Termination Date; provided that if an Event of Default has occurred and is continuing as of the Termination Date specified in Tenant’s Termination Notice, this Lease shall remain in full force and effect and the Termination Date shall be extended until such Event of Default has been cured by Tenant or waived by Landlord.  On the Termination Date, (i) Tenant shall pay to Landlord all the Termination Amount and all Monetary Obligations due on or prior to the Termination Date (collectively, “Remaining Obligations”), (ii) all other obligations of Tenant under this Lease shall terminate except for any Surviving Obligations, (iii) Tenant shall immediately vacate and shall have no further right, title or interest in or to the Leased Premises, and (iv) the Net Award shall be retained by Landlord.

19.Restoration.

(a)If any Net Award is in excess of Two Hundred Fifty Thousand Dollars ($250,000), Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund only in accordance with the following conditions:

(i)Tenant shall commence the restoration as soon as reasonably practical and diligently pursue completion of such restoration to completion;

(ii)prior to commencement of restoration, (A) the architects, contracts, contractors, plans and specifications and a detailed budget for the restoration shall have been approved by Landlord, such detailed budget shall reflect that the Restoration Fund is sufficient to cover the costs of restoration, including any additional insurance required as a result of restoration, and payments of Rent due under this Lease (if Landlord reasonably determines that the Restoration Fund is insufficient to cover such costs, Tenant must deposit such required excess amount as directed by Landlord as provided in Paragraph 19(b) below), (B) Landlord and Lender shall be provided by Tenant with mechanics’ lien insurance, “owner contractor’s protective liability insurance” (if available), builder’s risk completed value insurance and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and name Landlord and Lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed;

(iii)at the time of any disbursement, (A) no Event of Default shall exist, (B) all materials installed and work and labor performed (except to the extent being paid out of the requested disbursement) in connection with the restoration shall have been paid in full, and (C) no mechanics’ or materialmen’s liens or stop orders or notices of pendency shall have been filed or threatened against the Leased Premises and remain undischarged or fully bonded to the satisfaction of Landlord;

(iv)disbursements shall be made no more frequently than once a month and be in an amount not exceeding the cost of the Work completed since the last disbursement, upon receipt of (A) satisfactory evidence, including architects’ certificates, of the stage of completion, the estimated total cost of completion and performance of the Work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) waivers of

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liens, (C) contractors’ and subcontractors’ sworn statements as to completed Work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance, and (E) other evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by Work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims;

(v)each request for disbursement shall be accompanied by a certificate of Tenant, signed by the chief executive officer/president, a vice president or the chief financial officer of Tenant, describing the Work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such Work and, upon completion of the Work, also stating that the Work has been fully completed and complies with the applicable requirements of this Lease and with all Legal Requirements;

(vi)Landlord may retain ten percent (10%) of the Restoration Fund until the Work is fully completed;

(vii)if the Restoration Fund is held by Landlord, the Restoration Fund shall not be commingled with Landlord’s other funds but the Restoration Fund may bear interest in a money market fund or similar fund as determined by Landlord in its sole and absolute discretion; and

(viii)such other reasonable conditions as Landlord or Lender may impose; including without limitation, if the costs of restoration exceed $1,000,000 and Landlord so requests, a requirement that Tenant hire a casualty consultant.

(b)Prior to commencement of restoration and at any time during restoration, if the estimated cost of completing the restoration Work free and clear of all liens, as determined by Landlord, exceeds the amount of the Net Award available for such restoration, the amount of such excess shall, upon demand by Landlord, be paid by Tenant to Landlord to be added to the Restoration Fund.  Any sum so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant.  For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant.

(c)If any sum remains in the Restoration Fund after completion of the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum (the “Remaining Sum”) shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Lender.

20.Intentionally Omitted.

21.Assignment and Subletting; Prohibition against Leasehold Financing.

(a)Except as provided in this Paragraph 21(a) or Paragraph 21(b), Tenant shall not assign Tenant’s interest in this Lease and any purported assignment in violation of this Paragraph 21(a) or Paragraph 21(b) shall be null and void.  Tenant may assign all, but not less than all, of Tenant’s interest in this Lease (voluntarily or involuntarily, whether by operation of law or otherwise, including through merger or consolidation) in connection with a Permitted Asset Transfer or a Permitted Change of Control or to any Person that is and continues throughout the

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Term to be a wholly-owned Subsidiary of Tenant, a Credit Entity or a Qualified Transferee, without the prior written consent of Landlord and Lender.

(b)If Tenant desires to assign this Lease to a Person (a “Non-Preapproved Assignee”) that is not a wholly-owned Subsidiary of Tenant,  or a Qualified Transferee or a transferee in a Permitted Asset Transfer or Permitted Change of Control, (a “Non-Preapproved Assignment”) then Tenant shall, not less than forty-five (45) days prior to the date on which it desires to make such Non-Preapproved Assignment, submit to Landlord information regarding the following with respect to the Non-Preapproved Assignee (collectively, the “Review Criteria”):  (i) credit worthiness, (ii) ownership structure, (iii) management experience, (iv) operating history, if applicable, and (v) proposed use of the Leased Premises.  Landlord shall approve or disapprove the Non-Preapproved Assignment no later than the thirtieth (30th) day following receipt of all such information.

(c)Tenant shall have the right, upon thirty (30) days prior written notice to Landlord, to enter into one or more subleases with a wholly-owned Subsidiary of Tenant, a Credit Entity or a Qualified Transferee for all or any portion of the Leased Premises (each, a “Preapproved Sublet”).  Other than pursuant to Preapproved Sublets, at no time during the Term shall Tenant enter into a sublease with respect to all or any portion of the Leased Premises without the prior written consent of Landlord, which consent shall be granted or withheld based on a review of the Review Criteria as they relate to the proposed subtenant and the terms of the proposed sublease.  Landlord shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on their review of the Review Criteria applying prudent business judgment.  Any purported sublease in violation of this Paragraph 21(c) shall be null and void.

(d)If Tenant assigns all of its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, arising after the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment and shall also provide a certification reasonably required by Landlord related to compliance with the USA Patriot Act substantially in the form of Exhibit G.  Each sublease of the Leased Premises shall (i) be expressly subject and subordinate to this Lease and any Mortgage encumbering the Leased Premises; (ii) not extend beyond the then current Term minus one day; (iii) terminate upon any termination of this Lease, unless Landlord elects in writing, to cause the subtenant to attorn to and recognize Landlord as the lessor under such sublease, whereupon such sublease shall continue as a direct lease between the subtenant and Landlord upon all the terms and conditions of such sublease; and (iv) bind the subtenant to all covenants contained in Paragraphs 4(a), 10(a) through 10(c), and 12(b) through 12(d) with respect to subleased premises to the same extent as if the subtenant were the Tenant.  Landlord shall deliver a subordination, non-disturbance and attornment agreement in respect of any sublease of the Leased Premises to a Credit Entity, in form and substance reasonably satisfactory to Landlord.  Except as provided in Paragraph 21(i) and Paragraph 21(j), no assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder or the obligations of Guarantors under the Guaranty, and all such obligations of Tenant and Guarantors shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made.  No assignment or sublease shall impose any additional obligations on Landlord under this Lease.

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(e)Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form.  With respect to any assignment to a wholly-owned Subsidiary of Tenant, a Credit Entity or a Qualified Transferee or any Preapproved Sublet, at least thirty (30) days prior to the effective date of such assignment or sublease, Tenant shall provide to Landlord information reasonably required by Landlord to establish that the Person involved in any such proposed assignment or sublet is a wholly-owned Subsidiary of Tenant, a Credit Entity, or a Qualified Transferee, or satisfies the criteria set forth in this Lease for a Preapproved Sublet, as the case may be.

(f)As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now in existence or hereafter entered into with respect to all or any portion of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom.  Subject to Paragraph 21(h), Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any sublease of the Leased Premises; provided, however, that Landlord shall have the absolute right at any time upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money and to retain the same.  Any amounts collected shall be applied to Rent payments next due and owing.  Tenant shall not consent to, cause or allow any modification or alteration of any of the terms, conditions or covenants of any of the subleases or the termination thereof, without the prior written consent of Landlord nor shall Tenant accept any rents more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the subleases.

(g)Except as provided in Paragraph 36, Tenant shall not have the power to mortgage, pledge or otherwise encumber its interest under this Lease or any sublease of the Leased Premises, and any such mortgage, pledge or encumbrance made in violation of this Paragraph 21 shall be void and of no force or effect.

(h)[Intentionally Omitted].

(i)Landlord may sell or transfer the Leased Premises at any time without Tenant’s consent to any third party (each a “Third Party Purchaser”).  In the event of any such transfer, Tenant shall attorn to any Third Party Purchaser as Landlord so long as such Third Party Purchaser and Landlord notify Tenant in writing of such transfer.  At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request; provided that such agreements do not increase the liabilities and obligations of Tenant hereunder.

(j)Tenant shall not, in a single transaction or series of transactions (including any interim merger or consolidation), sell, convey, transfer, abandon or lease to any Person all or substantially all of its assets (an “Asset Transfer”), and any such Asset Transfer shall be deemed an assignment in violation of this Lease; except that Tenant shall have the right to conduct an Asset Transfer if the following conditions are met (a “Permitted Asset Transfer”):  (i) the Asset Transfer is to a Person that (A) immediately following such transaction or transactions, taken in

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the aggregate, (x) is a Credit Entity, or (y) is a Qualified Transferee, or (B) is approved in writing by Landlord and Lender under the Review Criteria as a Non-Preapproved Assignee in accordance with the provisions of Paragraph 21(b); and (ii) this Lease is assigned to such Person as a part of such Asset Transfer.  In the event of a Permitted Asset Transfer, Tenant shall be relieved of its obligations under this Lease and any existing Guaranty shall terminate, upon (1) the assignment and assumption of the Tenant’s obligations under this Lease on terms and conditions satisfactory to Landlord, and (2) the receipt by Landlord of a new Guaranty if Landlord in its sole reasonable discretion determines that the corporate structure of the new Tenant so warrants.)

(k)At no time during the Term shall any Person or “group” (within the meaning of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended) pursuant to a single transaction or series of related transactions (i) acquire, directly or indirectly, more than 50% of the voting stock, partnership interests, membership interests or other equitable and/or beneficial interests of Tenant or (ii) obtain, directly or indirectly, the power (whether or not exercised) to elect a majority of the directors of Tenant or voting control of any partnership or limited liability company or other entity acting as its general partner or managing member (including through a merger or consolidation of Tenant with or into any other Person) (in either case, “Control”), unless (A) the purchaser of such Control (the “Control Person”) shall, after taking into account the transaction that resulted in the acquisition of such Control, be a Credit Entity or a Qualified Transferee or (B) the proposed change in Control is approved in writing by Landlord under the Review Criteria as a Non-Preapproved Assignee in accordance with the provisions of Paragraph 21(b) above (a “Permitted Change of Control”).  Except as permitted in this Paragraph 21(k), any such change of Control (by operation of law, merger, consolidation or otherwise) shall be deemed an assignment in violation of this Lease; provided, however, that a deemed assignment pursuant to the transfer of the outstanding capital stock of Tenant shall not be deemed to include the sale of such stock by persons or parties through the “over-the-counter market” or through any recognized stock exchange, other than by those deemed to be a “control-person” within the meaning of the Securities Exchange Act of 1934.  In the event of a Permitted Change of Control, (i) any existing Guaranty shall be released, and (ii) such Control Person shall enter into a new Guaranty if Landlord in its sole reasonable discretion determines that the corporate structure of such Control Person so warrants.

(l)Notwithstanding anything to the contrary contained in this Paragraph 21, Tenant shall not have the right to assign this Lease (voluntarily or involuntarily, whether by operation of law or otherwise, including through merger or consolidation) or sublet the Leased Premises to any Person at any time that an Event of Default shall exist or would exist after giving effect to such assignment or sublet.

(m)Any Letter of Credit delivered to Landlord pursuant to this Paragraph 21 shall be held by Landlord as a Security Deposit in accordance with Paragraph 35.  If, during any period in which a Letter of Credit is held by Landlord pursuant to this Paragraph 21, the Basic Rent increases hereunder, Tenant shall, within thirty (30) days of such increase, increase the amount of such Letter of Credit in proportion to such increase in Basic Rent.

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22.Events of Default.

(a)The occurrence of any one or more of the following (after expiration of any applicable cure period) shall, at the sole option of Landlord, constitute an “Event of Default” under this Lease:

(i)a failure by Tenant to pay when due any Monetary Obligation, regardless of the reason for such failure, provided, however, Landlord shall provide Tenant with notice and five (5) days to cure a breach of this Paragraph 22(a)(i) once per calendar year during the Term but following the delivery of one such notice in any calendar year and if Tenant should breach such obligation again, then no notice shall be required or cure period provided and an immediate Event of Default shall exist;

(ii)a failure by Tenant duly to perform and observe, or a violation or breach of, any other provision of this Lease not otherwise specifically mentioned in this Paragraph 22(a), which default continues beyond the date that is thirty (30) days from the date on which Tenant receives notice of such default or, if such default cannot be cured within such thirty (30) day period and delay in the exercise of a remedy would not (in Landlord’s reasonable judgment) cause a material adverse harm to Landlord or the Leased Premises, the cure period shall be extended for the period required to cure the default (but such cure period, including any extension, shall not in the aggregate exceed ninety (90) days); provided that Tenant shall commence to cure the default within said thirty (30) day period and shall actively and diligently and in good faith proceed with and continue the curing of the default until it shall be fully cured;

(iii)any representation or warranty made by Tenant herein or in any certificate, demand or request made pursuant hereto, including the Purchase and Sale Agreement, proves to have been incorrect, when made in any material respect, for purposes of clarity, the representations and warranties set forth in the Purchase and Sale Agreement are deemed made on the date of Closing;

(iv)Tenant shall (A) fail to maintain any of the insurance policies or shall fail to pay the premium on any such insurance policies as required in Paragraph 16 of this Lease, or (B) with respect to any of the other Insurance Requirements or obligations set forth in Paragraph 16, fail to observe or comply with any such Insurance Requirements and obligations and such failure continues for a period of fifteen (15) days after notice from Landlord of such breach;

(v)Tenant shall enter into a transaction or series of transactions in violation of Paragraph 21;

(vi)Tenant shall fail to occupy and use substantially all of the Leased Premises for a use permitted in accordance with Paragraph 4 or Tenant shall have abandoned the Leased Premises;

(vii)Tenant shall fail to maintain in effect any license or permit necessary for the use, occupancy or operation of the Leased Premises; provided, however, if such failure to maintain a permit or license does not have a material adverse effect on Tenant or render Tenant unable to continue its business operations at the Leased Premises, then Tenant shall notify Landlord of such failure and Tenant shall have a period of thirty (30) days after the date Tenant

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receives notice of such breach (whether such notice is oral or written and whether from Landlord or any other party) to cure any such failure to maintain any license or permit;

(viii)Tenant shall fail to deliver the estoppel described in Paragraph 25 within the time period specified therein;

(ix)Tenant or any Guarantor shall fail to make any payment of principal or interest on Tenant’s or such Guarantor’s Senior Credit Facility (including, without limitation, any final payment or payment due at maturity), or Tenant or any Guarantor shall fail to perform any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder) if such default causes such obligation to become due prior to its stated maturity;

(x)a final, non-appealable judgment or judgments for the payment of money in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate shall be rendered against Tenant or any Guarantor and the same shall remain undischarged for a period of sixty (60) consecutive days;

(xi)Tenant or any Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver or trustee for itself or for the Leased Premises, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) admit in writing that it is unable to pay its debts as they mature;

(xii)a court shall enter an order, judgment or decree appointing, without the consent of Tenant or any Guarantor, a receiver or trustee for it or for the Leased Premises or approving a petition filed against Tenant or any Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(xiii)Tenant or any Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;

(xiv)the estate or interest of Tenant in the Leased Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within sixty (60) days after it is made;

(xv)Tenant fails to deliver a Covenant Certification when required under the Lease or breaches any Covenant disclosed in a Covenant Certification;

(xvi)Any Guarantor shall (A) fail to perform its obligations under the Guaranty, or (B) repudiate the Guaranty or (C) take any action that causes a Guaranty to terminate or be unenforceable for any reason; or

(xvii)Tenant shall fail to provide, maintain and replenish, if necessary, any Letter of Credit delivered pursuant to Paragraph 21.

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23.Remedies and Damages Upon Default.

(a)If an Event of Default shall have occurred and is continuing, Landlord shall have the right, at its sole option, then or at any time thereafter, to exercise its remedies and to collect damages from Tenant in accordance with this Paragraph 23, subject in all events to applicable Law, without demand upon or notice to Tenant except as otherwise provided in this Paragraph 23 or under any applicable Law.

(i)Landlord may give Tenant notice of Landlord’s intention to terminate this Lease on a date (the “Default Termination Date”) specified in such notice (the “Default Termination Notice”).  Upon such date, this Lease, the estate hereby granted and all rights of Tenant hereunder shall expire and terminate.  Upon such termination, Tenant shall immediately surrender and deliver possession of the Leased Premises to Landlord in accordance with Paragraph 26.  If Tenant does not so surrender and deliver possession of all of the Leased Premises, Landlord may re-enter and repossess the Leased Premises not surrendered, by any available legal process.  Upon or at any time after taking possession of the Leased Premises, Landlord may, by legal process, remove any Persons or property therefrom.  Landlord shall be under no liability for or by reason of any such entry, repossession or removal.  Notwithstanding such termination of the Lease, Landlord may collect the damages set forth in Paragraph 23(b)(i) or 23(b)(ii).

(ii)Landlord may terminate Tenant’s right of possession (but not this Lease) and may repossess and re-enter the Leased Premises by any available legal process without thereby releasing Tenant from any liability hereunder and, except as required by applicable Law, without demand or notice of any kind to Tenant and without terminating this Lease.  After repossession of the Leased Premises pursuant hereto, Landlord shall have the right to relet the Leased Premises to such tenant or tenants, for such term or terms, for such rent, on such conditions and for such uses as Landlord in its sole and absolute discretion may determine, and collect and receive any rents payable by reason of such reletting.  Landlord may make such Alterations in connection with such reletting as it may deem advisable in its sole and absolute discretion.  Notwithstanding any such termination of Tenant’s right of possession of the Leased Premises, Landlord may (A) collect the damages set forth in Paragraph 23(b)(ii) or, at any time thereafter, elect to terminate this Lease and in such event Landlord shall have the right and remedies specified in Paragraph 23(b)(i) or Paragraph 23(b)(ii).

(b)The following constitute damages to which Landlord shall be entitled if Landlord exercises its remedies under Paragraph 23(a)(i) or 23(a)(ii):

(i)If Landlord exercises its remedy under Paragraph 23(a)(i) (or attempts to exercise its remedy under Paragraph 23(a)(ii) and is unsuccessful in reletting the Leased Premises) then, upon written demand from Landlord, Tenant shall pay to Landlord, as liquidated and agreed final damages for Tenant’s default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the Present Value of the excess, if any, of (A) all Basic Rent from the date of such demand to the date on which the Term is scheduled to expire hereunder in the absence of any earlier termination, re-entry or repossession over (B) the then fair market rental value of the Leased Premises for the same period.  Tenant shall also pay to Landlord all

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accrued Rent then due and unpaid, all other Monetary Obligations which are then due and unpaid, all Monetary Obligations which arise or become due by reason of Tenant’s default hereunder, including any Costs of Landlord in connection with the repossession of the Leased Premises and any attempted reletting thereof, including all brokerage commissions, legal expenses, reasonable attorneys’ fees, employees’ expenses, costs of Alterations and expenses and preparation for reletting.

(ii)If Landlord exercises its remedy under Paragraph 23(a)(i) or Paragraph 23(a)(ii), then Tenant shall, until the end of what would have been the Term in the absence of the termination of the Lease, and whether or not the Leased Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages all Monetary Obligations which would be payable under this Lease by Tenant in the absence of such termination, including, without limitation, all Basic Rent from the date of such demand by Landlord to the date on which the Term is scheduled to expire hereunder in the absence of any earlier termination, re-entry or repossession less the net proceeds, if any, of any reletting pursuant to Paragraph 23(a)(ii), together with all other Monetary Obligations which are then due and unpaid, all Monetary Obligations which arise or become due by reason of such Event of Default, including any Costs of Landlord incurred in connection with such repossessing and reletting, including all brokerage commissions, reasonable attorneys’ fees and expenses, employees’ expenses, costs of Alterations and expenses and preparation for reletting; provided that if Landlord has not relet the Leased Premises, such Costs of Landlord shall be considered to be Monetary Obligations payable by Tenant.

(iii)Tenant shall be and remain liable for all sums aforesaid, and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant for the recovery of such damages.  Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by its own terms had there been no such Event of Default.

(iv)(A)If within seven (7) Business Days of Tenant’s receipt of the Default Termination Notice, Tenant provides Landlord with written notice of its intent to purchase the Leased Premises and makes a deposit (in immediately available funds) with a third-party escrow agent selected by Landlord in its reasonable discretion equal to One Million Two Hundred Two Thousand and Five Hundred Dollars ($1,202,500) (the “Deposit Payment”) (time being of the essence with respect to such payment), then Tenant shall have the right to purchase the Leased Premises from Landlord upon the following terms and conditions: (A) the purchase price for the Leased Premises shall be the greater of (x) the Fair Market Value of the Leased Premises or (y) the Landlord’s Acquisition Costs plus the Prepayment Premium plus any and all other costs, payments or other Monetary Obligations then due and payable under this Lease (the “Purchase Price”), (B) Landlord and Tenant will enter into definitive transaction documents related to the sale of the Leased Premises to Tenant as provided herein within thirty (30) days of Tenant’s election to purchase the Leased Premises, with closing under such purchase and sale occurring no later than fifteen (15) days following signing of a purchase and sale agreement by Landlord and Tenant, and (C) all transaction documents related to the purchase and sale of the Leased Premises shall be in form and content satisfactory to Landlord, as determined in Landlord’s sole but reasonable discretion.  If Tenant has not responded to a Default Termination Notice within

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seven (7) Business Days as provided herein, the rights of Tenant under this subsection (iv) shall expire and terminate automatically without any further action being required by any party hereto.

(B)The provisions of this Paragraph 23(b)(iv) shall not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord’s interest in the Leased Premises, (ii) any sale of the Leased Premises pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord’s interest in the Leased Premises is now or hereafter subject, (iii) any transfer of Landlord’s interest in the Leased Premises to a Lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Leased Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Leased Premises or any interest therein or in Landlord to any affiliate or holder of an interest in Landlord or to any entity for whom Landlord or any of their affiliates or successors provides advisory or management services or investment advice, (vi) any Person to whom Landlord transfers or sells all or substantially all of its assets, or (vii) any transfer of the Leased Premises to any of the successors or assigns of any of the Persons referred to in the foregoing clauses (i) through (vii).

(C)If the Leased Premises is purchased by Tenant pursuant to this Paragraph 23(b)(iv), Landlord need not convey any better title thereto than that which was conveyed to Landlord, and Tenant or its designee shall accept such title, subject, however, to the Permitted Encumbrances and to all other liens, exceptions and restrictions on, against or relating to the Leased Premises and to all applicable Laws, but free of the lien of and security interest created by any Mortgage or Assignment and liens, exceptions and restrictions on, against or relating to the Leased Premises which have been created by or resulted solely from acts of Landlord after the date of this Lease, unless the same are Permitted Encumbrances or customary utility easements benefiting the Leased Premises or were created with the concurrence of Tenant or as a result of a default by Tenant under this Lease.

(D)Upon the date fixed for any purchase of the Leased Premises by Tenant pursuant to this Paragraph 23(b)(iv) (any such date the “Purchase Date”), Tenant shall pay to Landlord, or to any Person to whom Landlord directs payment, the Purchase Price (net of the Deposit Payment which shall be applied to the Purchase Price) therefor specified herein, in Federal Funds, and Landlord shall deliver to Tenant (i) a special warranty deed which describes the premises being conveyed and conveys the title thereto and (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property then required to be sold by Landlord to Tenant pursuant to this Lease.  If on the Purchase Date any Monetary Obligations remain outstanding, then Tenant shall pay to Landlord on the Purchase Date the amount of such Monetary Obligations.  Upon the completion of such purchase, this Lease and all obligations and liabilities of Tenant hereunder shall terminate, except any Surviving Obligations.

(c)Notwithstanding anything to the contrary herein contained, in lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity.  If Landlord is unable to obtain full satisfaction pursuant to the exercise of any remedy, it may pursue any other remedy which it has hereunder or at law or in equity.

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(d)Landlord shall not be required to mitigate any of its damages hereunder unless required to by applicable Law.  If any Law shall validly limit the amount of any damages provided for herein to an amount which is less than the amount agreed to herein, Landlord shall be entitled to the maximum amount available under such Law.

(e)No termination of this Lease, repossession or reletting of the Leased Premises, exercise of any remedy or collection of any damages pursuant to this Paragraph 23 shall relieve Tenant of any Surviving Obligations.

(f)WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD OR TENANT HEREUNDER, LANDLORD AND TENANT HEREBY WAIVES THE SERVICE OF NOTICE WHICH MAY BE REQUIRED BY ANY APPLICABLE LAW AND ANY RIGHT TO A TRIAL BY JURY.

(g)Upon the occurrence of any Event of Default, Landlord shall have the right (but no obligation) to perform any act required of Tenant hereunder and, if performance of such act requires that Landlord enter the Leased Premises, Landlord may enter the Leased Premises for such purpose.

(h)No failure of Landlord (i) to insist at any time upon the strict performance of any provision of this Lease or (ii) to exercise any option, right, power or remedy contained in this Lease shall be construed as a waiver, modification or relinquishment thereof.  A receipt by Landlord of any sum in satisfaction of any Monetary Obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in a writing signed by Landlord.

(i)Tenant hereby waives and surrenders, for itself and all those claiming under it, including creditors of all kinds, (i) any right and privilege which it or any of them may have under any present or future Law to redeem the Leased Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof, and (ii) the benefits of any present or future Law which exempts property from liability for debt or for distress for rent.

(j)Except as otherwise provided herein, all remedies are cumulative and concurrent and no remedy is exclusive of any other remedy.  Each remedy may be exercised at any time an Event of Default has occurred and is continuing and may be exercised from time to time.  No remedy shall be exhausted by any exercise thereof.

(k)TENANT VOLUNTARILY AND KNOWINGLY WAIVES ITS STATUTORY LIEN PURSUANT TO SECTION 91.004 OF THE TEXAS PROPERTY CODE, AS SUCH SECTION NOW EXISTS OR AS IT MAY BE HEREAFTER AMENDED, SUCCEEDED AND/OR RENUMBERED.

24.Notices.

All notices, demands, requests, consents, approvals, offers, statements and other instruments or communications required or permitted to be given pursuant to the provisions of

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this Lease shall be in writing and shall be deemed to have been given and received for all purposes when delivered in person or by Federal Express or other reliable 24-hour delivery service or five (5) Business Days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at the address set forth below or when delivery is refused, and such notices shall be addressed as follows:

To Landlord:AGNL Processing, L.L.C.

c/o Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, NY  10167-0094

Phone No.:  (212) 883-4157

Fax No.:  (212) 883-4141

Attn:  Gordon J. Whiting

With a copy to:AGNL Manager II, Inc.

c/o Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, NY 10167-0094

Phone No.:  (212) 692-2296

Fax No.:  (212) 867-6448

Attn:  Joseph R. Wekselblatt

With a copy to:Sheppard Mullin Richter & Hampton, LLP

1300 I Street, NW

Washington, D.C.  20005-3314

Phone No.:  (202) 469-4943

Fax No.:  (202) 218-0020

Attn:  Michele E. Williams, Esquire

To Tenant:BancTec, Inc.

2701 East Grauwyler Road

Irving, TX 75061

Phone No.: (972) 821-4647

Fax No.: (972) 821-4448

Attn: General Counsel and a second notice to

Attn: Director of Security and Facilities

With a copy to:Adair, Morris & Osborn, P.C.

325 N. St. Paul Street, Suite 4100

Dallas, TX 75201

Phone No.: (214) 748-8000

Fax No.: (214) 761-0658

Attn:  Scott D. Osborn

For the purposes of this Paragraph, any party may substitute another address stated above (or substituted by a previous notice) for its address by giving fifteen (15) days’ notice of the new address to the other party, in the manner provided above.

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25.Estoppel Certificate.

At any time upon not less than ten (10) days’ prior written request by either Landlord or Tenant (the “Requesting Party”) to the other party (the “Responding Party”), the Responding Party shall deliver to the Requesting Party a statement in writing, executed by an authorized officer of the Responding Party, certifying (a) that, except as otherwise specified, this Lease is unmodified and in full force and effect, (b) the dates to which Basic Rent, Additional Rent and all other Monetary Obligations have been paid, (c) that, to the knowledge of the signer of such certificate and except as otherwise specified, no default by either Landlord or Tenant exists hereunder, (d) such other matters as the Requesting Party may reasonably request, and (e) if Tenant is the Responding Party that, except as otherwise specified, there are no proceedings pending or, to the knowledge of the signer, threatened, against Tenant before or by a court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition and operations of Tenant.  Any such statements by the Responding Party may be relied upon by the Requesting Party, any Person whom the Requesting Party notifies the Responding Party in its request for the certificate is an intended recipient or beneficiary of the certificate, any Lender or their assignees and by any prospective purchaser or mortgagee of the Leased Premises.  Any certificate required under this Paragraph 25 and delivered by Tenant shall state that, in the opinion of each person signing the same, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to the subject matter of such certificate.  Notwithstanding the foregoing, unless an Event of Default exists, a Lender requires it, or any other third-party requests that Landlord or Tenant obtain an estoppel certificate from the other party, the Responding Party shall not be required to deliver an estoppel certificate more frequently than twice every calendar year.

26.Surrender.

On the date of the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Leased Premises to Landlord in the same condition in which the Leased Premises were at the commencement of this Lease, except as repaired, rebuilt, restored, altered, replaced or added to as permitted or required by any provision of this Lease, ordinary wear and tear excepted.  Upon such surrender, Tenant shall (a) remove from the Leased Premises all property which is owned by Tenant or third parties other than Landlord and Alterations required to be removed pursuant to Paragraph 13 hereof and (b) repair any damage caused by such removal.  Property not so removed shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Leased Premises.  The costs of removing and disposing of such property and repairing any damage to the Leased Premises caused by such removal shall be paid by Tenant to Landlord upon demand.  Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any such property which becomes the property of Landlord pursuant to this Paragraph 26.

27.No Merger of Title.

There shall be no merger of the leasehold estate created by this Lease with the fee estate in the Leased Premises by reason of the fact that the same Person may acquire or hold or own, directly or indirectly, (a) the leasehold estate created hereby or any part thereof or interest therein and (b) the fee estate in the Leased Premises or any part thereof or interest therein, unless and until all Persons having any interest in the interests described in (a) and (b) above which are

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sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

28.Books and Records.

(a)Tenant shall keep adequate records and books of account with respect to the finances and business of Tenant generally and with respect to the Leased Premises, in accordance with United States generally accepted accounting principles or International Financial Reporting Standards “IFRS” (if the use of IFRS is approved by the U.S. Securities and Exchange Commission) consistently applied (“GAAP”) (with the exception that quarterly statements do not need to include footnotes), and shall permit Landlord and Lender by their respective agents, accountants (which shall be a nationally recognized independent certified public accountant) and attorneys, upon reasonable notice to Tenant, to visit and inspect the Leased Premises and examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Tenant and Sponsor, if any, at such reasonable times as may be requested by Landlord.  Upon the request of Lender or Landlord (either telephonically or in writing), Tenant shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.  During any entry by Landlord or its agents, invitees or guests in accordance with this Paragraph 28(a), (i) Landlord shall take reasonable steps to ensure that the conduct of Tenant’s business operations is not unduly interfered with, provided Tenant acknowledges that any such entry might disrupt Tenant’s business operations from time to time, and (ii) Landlord shall be responsible for all costs associated with the performance of an audit by Landlord through an accounting firm selected by Landlord in accordance with this Paragraph 28(a), provided, however, if such audit discovers material discrepancies in Tenant’s financial statements and/or deliveries (including, without limitation, the Covenant Certification (defined below)) or is conducted following an Event of Default, then Tenant shall be responsible for the payment of all such costs and expenses associated with the audit.

(b)Tenant shall deliver to Landlord and to Lender within one hundred twenty (120) days after the close of each fiscal year, annual audited consolidated financial statements of Tenant, or, if Tenant is a wholly-owned Subsidiary of a Parent Guarantor, annual audited consolidated financial statements of Parent Guarantor, prepared by a nationally recognized independent certified public accountants.  Tenant shall also furnish to Landlord within ninety (90) days after the end of each of the first three quarters of any fiscal year unaudited financial statements and all other quarterly reports of Tenant or Parent Guarantor, as applicable, certified by such reporting party’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law.  Tenant shall cause any Sponsor to furnish to Landlord such Sponsor’s quarterly letter to its investors, if any, not later than five (5) Business Days after delivery of such letter.  All financial statements delivered to Landlord pursuant to this Paragraph 28(b) shall be prepared in accordance with GAAP.  All annual financial statements shall be accompanied (i) by an opinion of said accounting firm stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president, chief financial officer or vice president of finance of the reporting party dated within five (5) days of the delivery of such statement, stating that (A) the affiant knows of no Event of Default, or event

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which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Tenant or any Guarantor, as the case may be, has taken or proposes to take with respect thereto, (B) except as otherwise specified in such affidavit, that Tenant has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of such affidavit and (C) Tenant shall promptly deliver to Landlord and Lender copies of any additional reporting information provided to Tenant’s lenders.  Tenant shall also provide to Landlord internally prepared monthly financial reports and updated projections, if any, and copies of such credit agreements and other loan documents as Landlord may reasonably request.  If Tenant is, as of the date hereof or becomes, after the date hereof, a party to a any mortgage, deed of trust or credit agreement, Tenant agrees to provide written notice to Landlord of the terms of such agreement within ten (10) days after entering into such agreement, and, if the terms of such agreement with respect to financial reporting are more favorable to the lender under such agreement than the terms of this Paragraph 28(b) are to Landlord, to execute an amendment to this Lease that conforms the Lease to such terms within thirty (30) days after entering into such agreement.

(c)Tenant shall also provide to Landlord and Lender, to the extent that Lender is entitled to request such information pursuant to its Mortgage, periodic operating statements relating to (i) Tenant’s operations at the Leased Premises, and (ii) the operations of Tenant and, if applicable, any parent or affiliated entity of Tenant which operates, or has subsidiaries which operate, comparable businesses to that of Tenant.

(d)All quarterly and annual financial statements shall be accompanied by a certification (“Covenant Certification”) of the chief financial officer of Tenant in the form attached hereto as Exhibit F (provided, however, if the lender under Tenant’s Senior Credit Facility changes, such form of Covenant Certification need only be substantially similar to the attached form): (i) setting forth the financial covenants required under the Senior Credit Facility, (ii) stating that Tenant is in compliance with the Covenants (except as otherwise specified in the Covenant Certification), together with a calculation of the Covenants, and (iii) stating that to, such officer’s knowledge, no default exists under the Senior Credit Facility.

29.Non-Recourse as to Landlord.

Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Landlord under this Lease shall be limited to actual damages and shall be enforced only against the Leased Premises and not against any other assets, properties or funds of (a) Landlord, (b) any director, member, officer, general partner, limited partner, employee or agent of Landlord (or any legal representative, heir, estate, successor or assign of any thereof), (c) any predecessor or successor partnership, corporation, limited liability company (or other entity) of Landlord, or any of its general partners, members or shareholders, or (d) any other affiliate of Landlord.

30.Financing.

(a)Tenant agrees to pay, within ten (10) days following a written request from Landlord, all Costs incurred by Landlord in connection with the financing of the initial Loan, including, without limitation, the premium for Lender’s title insurance policy; the cost of

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Lender’s third party reports, if any; any mortgage recordation fees; and Lender’s reasonable legal fees and expenses.  Notwithstanding the foregoing or anything to the contrary otherwise herein or in the Purchase and Sale Agreement, Tenant shall not have any liability with respect to, or obligation to reimburse, any Costs incurred by Landlord related to financing the initial Loan: (i) which are incurred more than four (4) years after the date of the Closing, or (ii) with respect to any mortgage points or buy-down clause in the any Loan, Note, Assignment and/or Mortgage.

(b)Tenant agrees to pay, within three (3) Business Days of written demand therefor, any Cost (other than the principal of the Note and interest thereon at the contract rate of interest specified therein) imposed upon Landlord by Lender pursuant to the Note, the Mortgage or the Assignment to the extent the same is not caused solely by the gross negligence or willful misconduct of Landlord and which is not otherwise reimbursed by Tenant to Landlord pursuant to any other provision of this Lease.

(c)Tenant shall, upon request of Landlord, supply any Lender with such notices and information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender.  Any such Lender shall agree to keep any financial statements of Tenant confidential in accordance with Paragraph 38(p) of this Lease and all Legal Requirements.  Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any environmental indemnity agreement and subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease.  Such subordination, non-disturbance and attornment agreement may require Tenant to confirm that (i) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (ii) Lender and its assigns will not be subject to any counterclaim, demand or offsets which Tenant may have against Landlord.

31.Subordination, Non-Disturbance and Attornment.

(a)This Lease and Tenant’s interest hereunder shall be subordinate to any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, and to any and all advances made or to be made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof; provided that any such Mortgage or other security instrument (or a separate instrument in recordable form duly executed by the holder of any such Mortgage or other security instrument and delivered to Tenant) shall provide for the recognition of this Lease and all Tenant’s rights hereunder unless an Event of Default has occurred and is continuing hereunder or Landlord shall have the right to terminate this Lease pursuant to any applicable provision hereof.

(b)If requested by a lender (“Secured Lender”) holding or obtaining a security interest in any personal property of Tenant (“Secured Property”) that is located at the Leased Premises, Landlord shall enter into such reasonable and customary documentation as the Secured Lender shall reasonably request, including a subordination of any statutory lien that Landlord may have in such Secured Property and permitting such Secured Lender reasonable access to the

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Leased Premises for the purpose of enforcing such Secured Lender’s lien with respect to such Secured Property.

(c)If requested by the holders and lenders under the Senior Credit Facility, Landlord shall enter into an intercreditor agreement in form and substance reasonably satisfactory to Landlord and such holders and lenders (it being understood that if required by such holders and lenders, such intercreditor agreement will provide for standard “leasehold mortgagee” rights upon the occurrence of an Event of Default hereunder and/or under the Guaranty).

32.Operating Covenants.

Tenant hereby covenants and agrees to comply with all the covenants and agreements described in Exhibit E hereto.

33.Tax Treatment; Reporting.

Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a lease for federal income tax purposes.  For federal income tax purposes each party shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Tenant as the lessee of such Leased Premises including:  (i) treating Landlord as the owner of the Improvements and Equipment eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the Improvements and Equipment, (ii) Tenant reporting its Rent payments as rent expense under Sections 162 and Section 467 of the Code, as applicable, and (iii) Landlord reporting the Rent payments as rental income.  Notwithstanding the foregoing, nothing contained herein shall (a) require Landlord or Tenant to take any action that would be inconsistent with the requirements of GAAP or violate any state or federal law, or (b) be deemed to constitute a guaranty, warranty or representation by either Landlord or Tenant as to the actual treatment of this transaction for state or federal tax purposes of for purposes of accounting or financial reporting, including but not limited to the determination as to whether this lease shall qualify for sale-leaseback accounting treatment or whether this lease shall be properly classified as an operating lease or finance lease in accordance with GAAP.

34.Financing Major Alterations.

(a)Should Tenant, during the Term of this Lease, desire to make Alterations to the Leased Premises which are not readily removable without causing material damage to the Leased Premises and which will cost in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate (“Major Alterations”), Tenant shall, prior to the commencement of construction of such Major Alterations, offer by written notice to Landlord (a “Payment Offer”) to accept payment from Landlord for the costs (the “Alteration Cost”) thereof, to wit:  cost of labor and materials, financing fees, legal fees, survey, title insurance and other normal and customary loan or construction costs.

(b)Should Landlord accept Tenant’s offer, which acceptance shall be made in writing within sixty (60) days after receipt by Landlord of such offer, Landlord and Tenant shall enter into good faith negotiations regarding the execution and delivery of a written agreement of modification of this Lease.  Tenant shall pay all Costs incurred by Landlord in connection with

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any such modification to this Lease and such financing, including closing costs, brokerage fees, taxes, recording charges and legal fees and expenses.

(c)To the extent that the terms of the Mortgage or any other document encumbering the Leased Premises shall require the consent of Lender and/or the holder or holders of any encumbrance on the Leased Premises (the “Lienholders”) to the addition or construction of any Major Alterations or to the financing thereof by Landlord, the rights and obligations of Landlord and Tenant under Paragraph 13 and this Paragraph 34 are expressly conditioned upon Tenant’s obtaining, prior to the commencement of any construction, the Lienholders’ written consent to such construction and to Landlord’s obtaining, in the event Landlord has accepted Tenant’s offer to accept payment for the Major Alterations, the Lienholders’ written consent to such financing.

(d)Should Tenant’s offer to accept payment for the Major Alterations not be accepted by Landlord within said sixty (60) day period, or should Landlord and Tenant be unable in good faith to agree upon the terms of the modification of this Lease, Tenant shall, subject to the provisions of Paragraph 13 of this Lease, have the right to construct the Major Alterations at Tenant’s sole cost and expense.  In any event, the construction of the Major Alterations shall be performed in accordance with the provisions of Paragraph 12 and Paragraph 13 hereof and the Major Alterations shall be the property of Landlord and part of the Leased Premises subject to this Lease.

(e)Nothing contained in this Paragraph 34 shall be construed to modify Paragraph 13 hereof, and the provisions of Paragraph 12 and Paragraph 13 shall apply to all Major Alterations made or constructed hereunder; provided, however, that Landlord’s prior written consent shall be required for all Major Alterations.

35.Security Deposit

(a)The initial Tenant will not be required to post a security deposit on the Commencement Date.  After the Commencement Date, if a successor Tenant or Guarantor delivers a Letter of Credit to Landlord pursuant to the terms of Paragraph 21, such Letter of Credit shall be held by Landlord as a security deposit (the “Security Deposit”).  On each renewal date, the amount of the Letter of Credit shall be increased to maintain the Security Deposit in an amount equal to the then current amount of eighteen (18) months Basic Rent, for the subsequent twelve (12) month period, as adjusted pursuant to Exhibit D.  The Security Deposit shall remain in full force and effect during the remainder of the Term as security for the payment by Tenant of the Rent and all other charges or payments to be paid hereunder and the performance of the covenants and obligations contained herein.  The Letter of Credit shall be renewed at least sixty (60) days prior to any expiration thereof.  If Tenant fails to renew the Letter of Credit by such date, time being of the essence, Landlord shall have the right at any time after the sixtieth (60th) day before such expiration date to draw on the Letter of Credit and to deposit the proceeds of the Letter of Credit as a cash Security Deposit (“Cash Security Deposit”) in any account for the benefit of Landlord or to declare an Event of Default.  Such Cash Security Deposit shall be held in a separate account and shall not be commingled with other funds of Landlord or other Persons and interest thereon, if any, shall be due and payable to Tenant.  If at any time the Security Deposit does not meet the requirements of the definition of Letter of Credit, as set forth herein, or if the financial condition of the issuer of the Security Deposit changes in any other materially

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adverse way, as determined by Landlord in its sole and absolute discretion, then Landlord, in its sole and absolute discretion, may either (i) draw on the Security Deposit or (ii) require Tenant to, within five (5) days after written notice from Landlord, deliver to Landlord a replacement Security Deposit.  In the event that the issuer of the Security Deposit is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, of if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, such Security Deposit shall be deemed not to meet the requirements of the definition of Letter of Credit, as set forth herein, and Tenant shall within five (5) days after written notice from Landlord deliver to Landlord a replacement Security Deposit.  Tenant’s failure to deliver any such replacement Security Deposit shall entitle Landlord to immediately draw under the Security Deposit and hold the proceeds thereof as a Cash Security Deposit.

(b)If at any time an Event of Default shall have occurred and be continuing, Landlord shall be entitled, at its sole and absolute discretion, to draw on the Letter of Credit or to withdraw the Cash Security Deposit, as the case may be, from the above-described account and to apply the proceeds in payment of (i) any Rent or other charges for the payment of which Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by Landlord in curing any default of Tenant, and/or (iv) any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default, including any rights of Landlord under Paragraph 23 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole and absolute discretion and Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (or Lender, to the extent assigned).  Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Letter of Credit or Cash Security Deposit towards the payment of Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default; provided that an Event of Default shall not exist if Tenant restores the Security Deposit to its full amount within five (5) days and in accordance with the requirements of this Paragraph 35, so that the original amount of the Security Deposit shall be again on deposit with Landlord.

(c)At the expiration of the Term and so long as no Event of Default exists the Letter of Credit or the Cash Security Deposit, as the case may be, shall be returned to Tenant or Guarantor, as applicable.

36.Permitted Leasehold Mortgages.

Tenant shall not encumber its leasehold estate in the Leased Premises, by means of a leasehold mortgage, deed of trust pledge or similar security device, except by means of a Permitted Leasehold Mortgage.  For purposes of this Lease, a “Permitted Leasehold Mortgage” shall satisfy the following criteria:

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(a)Such leasehold mortgage shall be granted by Tenant for purposes of financing a Major Alteration for which Landlord has granted its prior written consent.

(b)The mortgagee under such leasehold mortgage shall be a national banking association, state chartered bank, savings and loan association, insurance company, savings bank, foreign bank authorized to do business in the United States, trust company, real estate investment trust, or pension fund, having gross assets in excess of $500,000,000 or such other institution as Landlord shall approve.

(c)Such leasehold mortgage shall be subject to such documents as are customarily acceptable to Landlord or Lender giving the leasehold mortgagee rights of notice and an opportunity to cure an Event of Default and the benefits of any non-disturbance and attornment agreement in favor of Tenant; provided, however, that in the event that such leasehold mortgagee becomes a successor tenant under this Paragraph 36, such leasehold mortgagee shall be required to be in compliance with all of the terms of this Lease.

37.Determination of Value.

(a)Whenever a determination of Fair Market Value is required pursuant to Paragraph 18, such Fair Market Value shall be determined in accordance with the following procedure:

(i)Landlord and Tenant shall endeavor to agree upon such Fair Market Value within thirty (30) days after the date (the “Applicable Initial Date”) on which Tenant delivers a Termination Notice to Landlord pursuant to Paragraph 18.  Upon reaching such agreement, the parties shall execute an agreement setting forth the amount of such Fair Market Value.

(ii)If the parties shall not have signed such agreement within twenty (20) days after the Applicable Initial Date, Tenant shall within fifty (50) days after the Applicable Initial Date select an appraiser and notify Landlord in writing of the name, address and qualifications of such appraiser.  Within fifteen (15) days following Landlord’s receipt of Tenant’s notice of the appraiser selected by Tenant, Landlord shall select an appraiser and notify Tenant of the name, address and qualifications of such appraiser.  Such two appraisers shall endeavor to agree upon Fair Market Value based on a written appraisal made by each of them as of the Relevant Date (and given to Landlord by Tenant).  If such two appraisers shall agree upon a Fair Market Value, the amount of such Fair Market Value as so agreed shall be binding and conclusive upon Landlord and Tenant.

(iii)If such two appraisers shall be unable to agree upon a Fair Market Value within fifteen (15) days after the selection of an appraiser by Landlord, then such appraisers shall advise Landlord and Tenant of their respective determination of Fair Market Value and shall select a third appraiser to make the determination of Fair Market Value.  The selection of the third appraiser shall be binding and conclusive upon Landlord and Tenant.

(iv)If such two appraisers shall be unable to agree upon the designation of a third appraiser within ten (10) days after the expiration of the fifteen (15) day period referred to in clause (iii) above, or if such third appraiser does not make a determination of Fair Market Value within twenty (20) days after his selection, then such third appraiser or a substituted third appraiser, as applicable, shall, at the request of either party hereto (with respect to the other

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party), be appointed by the President or Chairman of the American Arbitration Association in New York, New York.  The determination of Fair Market Value made by the third appraiser appointed pursuant hereto shall be made within fifteen (15) days after such appointment.

(v)If a third appraiser is selected, Fair Market Value shall be the average of the determination of Fair Market Value made by the third appraiser and the determination of Fair Market Value made by the appraiser (selected pursuant to Paragraph 37(a)(ii) hereof) whose determination of Fair Market Value is nearest to that of the third appraiser.  Such average shall be binding and conclusive upon Landlord and Tenant.

(vi)All appraisers selected or appointed pursuant to this Paragraph 37(a) shall (A) be independent qualified MAI appraisers (B) have no right, power or authority to alter or modify the provisions of this Lease, (C) utilize the definition of Fair Market Value hereinabove set forth above, and (D) be registered in the State where the Leased Premises is located if such State provides for or requires such registration.

(vii)The Costs of the procedure described in this Paragraph 37(a) above shall be borne by Tenant.

(b)If, by virtue of any delay, Fair Market Value is not determined by the expiration or termination of the then current Term, then the date on which the Term would otherwise expire or terminate shall be extended with respect to the Leased Premises, to the date specified for termination in the particular provision of this Lease pursuant to which the determination of Fair Market Value is being made.

(c)In determining Fair Market Value as defined in clause (b) of the definition of Fair Market Value, the appraisers shall add (i) the present value of the Rent for the remaining current  Term (including any previously exercised Renewal Term) (with assumed increases in the CPI to be determined by the appraisers) using a discount rate (which may be determined by an investment banker retained by each appraiser) based on the creditworthiness of Tenant and (ii) the present value of the Leased Premises as of the end of the current Term (including any previously exercised Renewal Term).  The appraisers shall further assume that no default then exists under the Lease, and that Tenant has complied (and will comply) with all provisions of the Lease.

38.Miscellaneous.

(a)The Paragraph headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.

(b)As used in this Lease, the singular shall include the plural and any gender shall include all genders as the context requires and the following words and phrases shall have the following meanings: (i) “including” means “including without limitation”; (ii) “provisions” means “provisions, terms, agreements, covenants and/or conditions”; (iii) “lien” means “lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust”; (iv) “obligation” means “obligation, duty, agreement, liability, covenant and/or condition”; (v) “the Leased Premises” means “the Leased Premises or any part thereof or interest

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therein”; (vi) “the Real Property” means “the Real Property or any part thereof or interest therein”; (vii) “the Improvements” means “the Improvements or any part thereof or interest therein”; (viii) “the Equipment” means “the Equipment or any part thereof or interest therein”; and (ix) “the adjoining property” means “the adjoining property or any part thereof or interest therein”.

(c)Any act which Landlord is permitted to perform under this Lease may be performed at any time and from time to time by Landlord or any person or entity designated by Landlord.  Each appointment of Landlord as attorney-in-fact for Tenant hereunder is irrevocable and coupled with an interest.

(d)Except as otherwise expressly provided in this Lease, Landlord and Tenant shall not unreasonably withhold or delay its consent or approval whenever such consent or approval is required under this Lease.  Similarly, except as otherwise expressly provided in this Lease, whenever any party hereunder is permitted or required to act or use discretion, such action shall be conducted in a reasonable manner or by using reasonable discretion.  Tenant hereby waives any claim for damages against or liability of Landlord which is based upon a claim that Landlord has unreasonably withheld or unreasonably delayed any consent or approval requested by Tenant, and Tenant agrees that its sole remedies shall be (A) an action for declaratory judgment, and (B) recovery of Tenant’s damages from Landlord (if any), it being expressly agreed by Tenant that under no circumstances will Tenant be entitled to recover special, consequential or punitive damages in any such action or claim.  If with respect to any required consent or approval Landlord is required by the express provisions of this Lease not to unreasonably withhold or delay its consent or approval, and if it is determined in any such proceeding referred to in the preceding sentence that Landlord acted unreasonably, the requested consent or approval shall be deemed to have been granted; however, Landlord shall have no liability whatsoever to Tenant for its refusal or failure to give such consent or approval.  Tenant’s sole remedy for Landlord’s unreasonably withholding or delaying, consent or approval shall be as provided in this Paragraph.

(e)Time is of the essence with respect to the performance by Tenant of its obligations under this Lease.

(f)Landlord shall in no event be construed for any purpose to be a partner, joint venturer or associate of Tenant or of any subtenant, operator, concessionaire or licensee of Tenant with respect to the Leased Premises or otherwise in the conduct of their respective businesses.

(g)This Lease and any documents which may be executed by Tenant on or about the effective date hereof at Landlord’s request, including, without limitation, the Tenant’s Certificate, constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral, between the parties hereto relating to the Leased Premises and the transactions provided for herein, other than the provisions of the Purchase and Sale Agreement which by their express terms survive the Closing (as defined therein).  Landlord and Tenant are business entities having substantial experience with the subject matter of this Lease and have each fully participated in the negotiation and drafting of

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this Lease.  Accordingly, this Lease shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter.

(h)This Lease may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(i)The covenants of this Lease shall run with the land and bind Tenant, its successors and assigns and all present and subsequent encumbrances and subtenants of the Leased Premises, and shall inure to the benefit of Landlord, its successors and assigns.  If there is more than one Tenant, the obligations of each shall be joint and several.

(j)Notwithstanding any provision in this Lease to the contrary, all Surviving Obligations of Tenant and Landlord shall survive the expiration or termination of this Lease.

(k)If any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(l)All exhibits attached hereto are incorporated herein as if fully set forth.

(m)Each of Landlord and Tenant hereby agree that the State of New York has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limiting the generality of the foregoing, matters of construction, validity and performance) this Lease and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed therein and all applicable law of the United States of America; except that, at all times, the provisions for the creation of the leasehold estate, enforcement of Landlord’s rights and remedies with respect to right of re-entry and repossession, surrender, delivery, ejectment, dispossession, eviction or other in-rem proceeding or action regarding the Leased Premises pursuant to Paragraph 23 hereof shall be governed by and construed according to the Laws of the State, it being understood that, to the fullest extent permitted by law of such State, the law of the State of New York shall govern the validity and the enforceability of the Lease, and the obligations arising hereunder.  To the fullest extent permitted by law, Tenant hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Lease.  Any legal suit, action or proceeding against Tenant arising out of or relating to this Lease may be instituted in any federal or state court sitting in the County of New York, State of New York, and Tenant waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in such County and State, and Tenant hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.  Notwithstanding the foregoing, nothing herein shall prevent or prohibit Landlord from instituting any suit, action or proceeding in any other proper venue or jurisdiction in which the Leased Premises is located or where service of process can be effectuated.

(n)To Tenant’s knowledge, neither Tenant nor any of the members, shareholders, partners or any other Person comprising Tenant is a Specially Designated National or Blocked

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Person.  As used herein, the term “Specially Designated National or Blocked Person” shall mean a Person (i) designated by the Office of Foreign Assets Control at the U.S. Department of the Treasury, or other U.S. governmental entity, and appearing on the List of Specially Designated Nationals and Blocked Persons (http://www.ustreas.gov/offices/enforcement/ofac/sdn/ index.shtml), which List may be updated from time to time; or (ii) with whom Landlord or its affiliates are prohibited from engaging in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation, or Executive Order of the President of the United States.  Tenant agrees to confirm the statement in the preceding sentence in writing on an annual basis if requested by Landlord to do so.

(o)Tenant shall maintain as confidential (i) any and all information, data and documents obtained about Landlord (“Information”) prior to and following the execution of this Lease (including without limitation, any financial or operating information of, or related to, the Landlord), and (ii) the terms and conditions of this Lease (as originally circulated or as negotiated) and all other documents related to the execution of this Lease.  Tenant shall not disclose any such Information to any third party except as required by any applicable law, court order, subpoena or legal or regulatory requirement.  Notwithstanding the foregoing, Tenant shall be permitted to disclose information related to this Lease described in item (ii) above: (x) in accordance with Tenant’s general public disclosure policy; provided that Tenant has obtained Landlord’s prior consent to the contents of any such disclosure, and (y) to Tenant’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors (“Interested Persons”) in accordance with usual and customary business practices; provided that such individuals or entities agree, at the time of such disclosure by Tenant, to be bound by the terms and conditions of this Paragraph 37(o).  Tenant shall not make copies of any Information except for use exclusively by Tenant or Interested Persons as needed in accordance with usual and customary business practices.  All copies of such Information will be returned to Landlord or destroyed after the use of such Information is no longer needed, except to the extent such destruction is prohibited by law, rule or regulation.  Tenant hereby consents to the disclosure by Landlord of the existence, and the terms and conditions, of this Lease, in accordance with Landlord’s general disclosure policy; including, without limitation, disclosures to Landlord’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors.  Tenant further consents to the disclosure by Landlord for general marketing purposes of the existence of this Lease, the purchase price of the Leased Premises, Tenant’s use of the proceeds of the sale of the Leased Premises and the nature and location of the Property, and to the use by Landlord of Tenant’s name, tradename or logo and the use of the name, tradename or logo of any Sponsor or any other entity having an ownership or management interest in Tenant.  This provision shall survive beyond the termination of this Lease.  Tenant shall not record this Lease or any memorandum thereof in the land records of any county or jurisdiction or with any governmental authority, without the prior written consent and approval of the Landlord.

(p)Landlord shall maintain as confidential (i) any and all information, data and documents obtained about Tenant (“Tenant Information”) prior to and following the execution of this Lease (including without limitation, any financial or operating information of, or related to, Tenant), and (ii) the terms and conditions of this Lease (as originally circulated or as negotiated) and all other documents related to the execution of this Lease. Landlord shall not disclose any such Tenant Information to any third party except as required by any applicable law, court order, subpoena or legal or regulatory requirement.  Notwithstanding the foregoing, Landlord shall be

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permitted to disclose Tenant Information and information related to this Lease described in items (i) and (ii) above:  (x) in accordance with Landlord’s general public disclosure policy; provided Landlord has obtained Tenant’s prior consent to the contents of any such disclosure, or (y) to Landlord’s attorneys, accountants, advisors, consultants, affiliates, lenders and investors and the attorneys and accountants of such lenders and accountants (“Landlord’s Interested Persons”) in accordance with usual and customary business practices; provided that such individuals or entities agree to be bound by the terms and conditions of this paragraph.  Landlord shall not make copies of any Tenant Information except for use exclusively by Landlord or Landlord Interested Persons as needed in accordance with usual and customary business practices.  All copies of such Tenant Information will be returned to Tenant or destroyed after the use of such Tenant Information is no longer needed, except to the extent such destruction is prohibited by law, rule or regulation.  Tenant consents to the disclosure by Landlord for general marketing purposes of the existence of this Lease, the purchase price of the Leased Premises, Tenant’s use of the Leased Premises and the nature and location of the Property, and to the use by Landlord of Tenant’s name, tradename or logo of Tenant’s financial sponsor or any entity having an ownership or management interest in Tenant.

(q)Landlord and Tenant shall be required to execute, deliver, record and furnish such documents as may be necessary to correct any errors of a typographical nature or inconsistencies which may be contained in this Lease, or in any memorandum thereof, whether such memorandum be recorded or unrecorded.

(r)This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same document.

[Signatures follow]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed under seal as of the day and year first above written.

	LANDLORD:
	AGNL Processing, L.L.C.,
	a Delaware limited liability company
	By:	AGNL Manager II, Inc.,
		its Manager
	By:	/s/ Gordon J. Whiting, President
		Gordon J. Whiting, President
ATTEST:	TENANT:
	BancTec, Inc.,
	a Delaware corporation
By:	By:	/s/ Jeffrey D. Cushman
Title:		Jeffrey D. Cushman
		Senior Vice President/CFO
[Corporate Seal]

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EX-10.2

Exhibit 10.2

Date: June 3, 2010

(1)Beta Systems Software Aktiengesellschaft

(2)Beta Systems ECM Solutions GmbH

(3)BancTec, Inc.

TRANSITIONAL SERVICES AGREEMENT

CONTENTS

Section		Page
1.	SERVICES	4
2.	CHARGES	4
3.	KEY SALES CONTRACTS	5
4.	GENERAL OBLIGATIONS	7
5.	THE SUPPLIER’S OBLIGATIONS	8
6.	NEWCO’S OBLIGATIONS	8
7.	LIMITATION OF LIABILITY	9
8.	CONFIDENTIALITY	9
9.	DATA PROTECTION	10
10.	INTELLECTUAL PROPERTY RIGHTS	11
11.	TERM AND TERMINATION	11
12.	NOTICE	13
13.	ASSIGNMENT	14
14.	DISPUTE RESOLUTION / APPLICABLE LAWS	15
15.	GENERAL	15

TRANSITIONAL SERVICES AGREEMENT

(1)Beta Systems Software Aktiengesellschaft, with business at Alt-Moabit 90 d, 10559 Berlin, Germany, registered in the commercial register of the local court of Charlottenburg under HRB 388 74 (the Supplier);

(2)Beta Systems ECM Solutions GmbH, with business address at Alt-Mohabit 90d, 10559 Berlin, Germany, registered in the commercial register of the local court of Charlottenburg under HRB 122 853 (NewCo);

(3)BancTec, Inc., with its business address at 2701 E. Grauwyler Rd., Irving, TX 75061, USA, registered with the Secretary of State, Division of Corporations, Dover, Delaware under the file number 333-145255 (the Guarantor);

- Supplier and NewCo herein also referred to individually as Party and collectively as Parties -

BACKGROUND

(A)Supplier, among other activities, is engaged itself and through its subsidiaries in Germany, Nigeria, Austria, the United States and elsewhere in the Enterprise Content Management business, comprising the development and sale of software products and software solutions in the area of Enterprise Content Management (ECM), especially document processing in the settlement and processing of payment transactions and other business processes, as well as the sale of scanners and sorters (the Business).

(B)Supplier, after a strategic review of its business portfolio, has concluded that it desires to divest itself of the Business in the framework of a Sale and Purchase Agreement of Beta System’s ECM Business (SPA).

(C)To this end, Supplier has transferred the Business to NewCo as a separate legal entity by way of a drop down (Ausgliederung zur Aufnahme) pursuant to section 123 para. 3 item 1 of the German Transformation Act (Umwandlungsgesetz) on the basis of the drop down and acquisition agreement (Ausgliederungs- und Übernahmevertrag) between Supplier and NewCo dated December 22, 2009 (roll of deeds no. 721/2009 of the notary Alexander Kollmorgen, Berlin) (the Drop Down and the Drop Down Agreement, respectively). The Drop Down became legally effective upon registration in the relevant commercial register on March 1, 2010.

(D)NewCo requires and the Supplier has agreed to provide certain services to NewCo on a transitional basis subject to the terms and conditions of this agreement including all exhibits and any amendments thereto (the Agreement).

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(E)Capitalized terms shall have the same meaning as defined in the SPA, unless and to the extent defined otherwise in this Agreement and/or as summarized in Exhibit (E).

IT IS AGREED as follows:

1.SERVICES

1.1The Supplier shall provide the Services as specified in Exhibit 1.1 (the Services) to NewCo or NewCo’s Group, as specified by NewCo, from the Closing Date until December 31, 2010 (the Service Term). The Services are performed as services (Dienstleistungen) within the meaning of Sections 611 et seqq. of the German Civil Code (BGB).

1.2The Supplier warrants that the Services will be in all material respects provided or procured with the same standards - in particular with respect to type, scope and quality - as they were provided immediately prior to the Closing Date unless and to the extent stated otherwise in this Agreement.

1.3Suppliershall use reasonable endeavors to procure that KPMG completes and provides to NewCo by June 25, 2010 at the latest (i) its review of NewCo’s Business quarterly financial statements for the first quarter of 2010 according to IFRS and (ii) its audit of NewCo’s Business pro forma financial statements for 2009 according to IFRS. KPMG’s costs associated with the review and audit shall be borne 50 % by Supplier and 50 % by NewCo. Until June 2, 2010, NewCo shall supply to Supplier contact details of KPMG’s audit team and a scope of the requested review (reasonable in view of the proposed transaction).

1.4The Supplier may perform the Services itself or through companies of the Supplier’s Group, and in the latter case the Supplier shall procure that the relevant companies in the Supplier’s Group shall perform those obligations.

1.5NewCo can request from Supplier and Supplier will provide additional services not covered by this Agreement. The Parties will in any case agree in writing on the scope and, if necessary, on further details of such additional services before Supplier starts performing such services. NewCo will pay such services on a time and material basis after receiving a proper invoice from Supplier detailing the work carried out by Supplier. For the avoidance of doubt, such payments are not subject to the maximum aggregate amount of Service Charges as detailed in Section 2.1.

2.CHARGES

2.1NewCo shall pay the Service Charges to the Supplier in the amount of [*.*] (in words: [*.*]) per month and in accordance with this Section 2. The maximum aggregate amount of Service Charges to be paid by NewCo under this Agreement shall amount to a total of [*.*] (in words: [*.*]).

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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2.2To the extent NewCo requests from Supplier additional services not covered by this Agreement, NewCo will pay such services on a time and material basis after receiving a proper invoice from Supplier detailing the work carried out by Supplier.

2.3Payment of the Service Charges shall be made in Euro and to the Seller’s Account (as defined in the SPA).

2.4NewCo shall pay the Service Charges due under this Agreement monthly in arrears. All fees payable under this Agreement are exclusive of VAT, which shall be borne by NewCo.

2.5The Supplier shall invoice NewCo at the beginning of each month for the Services provided to NewCo during the previous month. NewCo shall make payment in full of all invoices within 30 (thirty) calendar days of receipt of each invoice.

3.KEY SALES CONTRACTS

3.1The Parties have identified certain project contracts as key sales contracts for the Business. A list of these project contracts is attached as Exhibit 3.1 (each a Key Sales Contract and together the Key Sales Contracts).

3.2Until December 31, 2010, the Parties will cooperate with one another and use all reasonable endeavors to secure the Key Sales Contracts by executing sales orders (each individually a Sales Order and together the Sales Orders) as set out in Exhibit 3.1 for each Key Sales Contract.

3.3If, based on a Key Sales Contract, one or more Sales Orders are signed until December 31, 2010, the Supplier is entitled to receive a commission (the Commission) of [*.*] of the incremental revenue (total contract value minus existing annual maintenance for period of contract as prior to Closing Accounts Date, with examples detailed for the Closing Accounts Date in Exhibit 3.1) as calculated for that contract at the time of the signing of the Sales Order (the Calculated Gross Margin).

3.4The Supplier shall invoice NewCo at the beginning of each quarter for the Commissions accrued in the previous quarter. The payment of each Commission shall become due and payable as provided for in the payment schedule as agreed with the respective customer according to the respective Sales Order.

3.5Should the Calculated Gross Margin for the respective Key Sales Contract be below the minimum gross margin indicated in Exhibit 3.1 for the specific Key Sales Contract (the Minimum Gross Margin), then the Seller Commission Percentage

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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shall be reduced on a pro rata basis to the extent the Calculated Gross Margin falls short of the Minimum Gross Margin. The Calculated Gross Margin shall be calculated by NewCo applying the same standards as used by the Business prior to the Closing Date when calculating gross margins. NewCo shall provide Supplier with all information and documents necessary for an assessment of the calculation of the Calculated Gross Margin within ten (10) working days after the signing of each Sales Order. Supplier may raise objections against NewCo’s calculation within 10 (ten) working days after receipt of the complete information and documents from NewCo. If the Parties cannot agree on the Calculated Gross Margin in dispute within further 10 (ten) working days, each of the Parties shall have the right to request the Neutral Accounting Firm to determine the correct Calculated Gross Margin. The rules set out under Section 7.4 of the SPA shall apply mutatis mutandis.

3.6For the avoidance of doubt, no commission shall be payable to the Supplier for Sales Orders executed after December 31, 2010. Should a Sales Order be signed prior to the Closing Date, the relevant project contract shall not be deemed to be a Key Sales Contract.

3.7If until December 31, 2010 any personnel of the relevant sales team responsible for the relevant Key Sales Contract becomes entitled to any sales commission in relation to that Key Sales Contract (may it be based on the terms of the Key Sales Contract itself, the individual (employment) contract of that sales team member, a group agreement or for any other reason whatsoever), the Supplier shall be obliged to settle the commission payment vis-à-vis the relevant member of the sales team and shall hold free and indemnify NewCo for any cost in relation thereto.

3.8In the event that

(a)the Guarantor has completed its initial public offering of shares substan-tially as contemplated by the draft registration statement S1 as filed with the Securities and Exchange Commission of the United States of America on 19 April 2010 as amended from time to time,

or

(b)NewCo has received a payment (net of tax) of at least [*.*] or payments (net of tax) totaling to at least [*.*] as consideration or prepayment in connection with the proposed contract with the [*.*] relating to the consolidation of the [*.*] document management infrastructure,

all outstanding amounts under this Section 3 shall become due and payable within thirty (30) Banking Days.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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3.9Guarantor hereby guarantees within the meaning of Sections 765 et seq. German Civil Code waiving any rights which it may have to require Seller to proceed first against or claim payment from Purchaser (verbürgt sich selbstschuldnerisch) the proper fulfillment of all of the obligations of NewCo under this Key Sales Contract provision.

4.GENERAL OBLIGATIONS

4.1Each Party shall provide the other Party with all reasonable assistance, access and information reasonably necessary for the performance of its obligations under this Agreement.

4.2To prevent unauthorized access to or use of any Systems, each Party shall:

(a)continually assess and, where relevant, report to the other any prevalent threats to the Systems arising as a result of any access granted under this Agreement; and

(b)ensure that all users of the other’s Systems undertake a controlled authorization process before System access is granted, and remove access privileges in a timely manner once they are redundant.

4.3If a Party detects a breach of protective measures that will (or is likely to) have a material impact on the Services or the integrity of any data or other Confidential Information on any Systems, it shall:

(a)immediately act to prevent or mitigate the effects of the breach;

(b)report the breach to the other Party as soon as reasonably practicable after detection; and

(c)identify steps to ensure that the breach does not re-occur and report them to the other Party with undue delay.

4.4The Supplier uses the same standards as immediately prior to the Closing Date in not introducing into NewCo’s System any software virus or other malicious code that might affect the Services or corrupt any data or applications on those Systems.

4.5Both Parties shall at all times during the Term comply with all applicable laws, orders and regulations applicable to the respective Party. Supplier has implemented state-of-the-art proceedings and processes to prevent any violation of applicable laws, orders and regulations.

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5.THE SUPPLIER’S OBLIGATIONS

5.1The Supplier will at all times during the Term:

(a)fully cooperate with NewCo in the provision of the Services and provide NewCo with such information and assistance as it shall require in connection with this Agreement;

(b)ensure that those of its personnel whose decisions are necessary for the performance of the Services are available within reasonable time for consultation on any matter relating to the Services;

(c)take all necessary steps to ensure the safety of any of the employees or contractors of NewCo who visit the premises of the Supplier, the employees and subcontractors being bound by the Suppliers’ respective rules and regulations regarding safety and security applying on the facilities or premises;

(d)not use, or attempt to access or interfere with, any communications systems, information technology systems or data used by NewCo, unless authorized to do so under this Agreement. The Supplier shall indemnify NewCo against each loss, liability and cost (including reasonable legal expenses) which result from a breach of this subsection;

(e)cooperate with NewCo in any reasonable security arrangements which NewCo consider necessary to prevent the Supplier, or any unauthorized third party, accessing a System or data in a manner prohibited under this Agreement; and

(f)obtain and/or renew all licenses, permissions, authorizations, consents and permits necessary for the performance of its obligations under this Agreement.

5.2The Supplier shall supply its own Systems as necessary to perform the Services provided, however, that NewCo supplies from its side all its own Systems necessary that the Services can be performed by Supplier.

6.NEWCO’S OBLIGATIONS

NewCo shall at all times during the Service Term:

6.1give or procure access to the facilities or premises of NewCo’s Group to the extent reasonably required by Supplier’s employees in connection with the provision of the Services and take all necessary steps to ensure the safety of any of the employees or contractors of Supplier who visit the premises of NewCo’s Group, the employees being bound by NewCo’s respective rules and regulations regarding safety and security applying on the facilities or premises;

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6.2cooperate with and provide to the Supplier information (including copies of documents and data) and other assistance to the extent necessary for the Supplier to provide the Services but will in no case provide more cooperation than in all material respects with substantially the same standards - in particular with respect to type, scope and quality - as such cooperation was provided immediately prior to the Closing Date unless and to the extent stated otherwise in this Agreement.

7.LIMITATION OF LIABILITY

7.1The Parties are only liable for any damage, regardless of the legal grounds, if (i) in cases of slight negligence they breach a material contractual obligation (Kardinalpflicht), or (ii) the damage has been caused by gross negligence or willful intent, or (iii) a Party has assumed a guarantee, or (iv) the claim is based on damages to life, body or health, or (v) the claim is based on mandatory statutory provisions.

7.2In cases of negligence, the liability shall be limited to the contractually typical foreseeable damage except such damages have been caused by the negligent Party’s managing employees or legal representatives. In case of negligence either Party’s liability under this Agreement for damages shall further be limited in total to an amount of [*.*] (in words: [*.*]). Sentence 1 and 2 of this Section 7.2 shall not apply to damages occurring in connection with Key Sales Contracts under Section 3 of this Agreement.

7.3All claims for damages shall fall under the statute of limitations at the latest one year from the point of time the Party that has incurred the damage obtains knowledge of the damage or, irrespective of this knowledge, at the latest two years after the damaging event.

7.4Sections 7.1 to 7.3 shall also apply in the case of any claims for damages of and against employees or agents of the Parties.

7.5Neither Party shall be liable for any delay in performing or failure to perform any of its obligations under this Agreement caused by a Force Majeure Event provided such Party promptly notifies the other Party in writing of the reason for the delay or stoppage (and the likely duration). The Party prevented from performing it obligations due to a Force Majeure Event shall take reasonable steps to overcome the delay or stoppage, if this is economically reasonable.

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

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8.CONFIDENTIALITY

8.1By virtue of this Agreement, each Party may have access to the other Party’s Confidential Information. Each Party agrees, both during the Term and for an unlimited period after the Term, to hold the other Party’s Confidential Information in confidence and not, without the prior written consent of the other Party, to use, disclose, copy or modify the other Party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.

8.2Each Party agrees not to make the other Party’s Confidential Information available in any form to any third party, except that the Supplier may make such Confidential Information available to members of the Supplier’s Group or their legal or financial advisors and NewCo may make such Confidential Information available to members of NewCo’s Group or their legal or financial advisors on a need-to-know basis, and to use the other Party’s Confidential Information for any purpose other than the performance of its rights and obligations under this Agreement or to obtain legal or financial advise. Each Party agrees to take all reasonable steps to ensure that the other Party’s Confidential Information is not disclosed or distributed by its employees, consultants or agents in violation of the provisions of this Agreement.

8.3Each Party shall give notice to the other of any unauthorized misuse, disclosure, theft or other loss of the other Party’s Confidential Information as soon as reasonably practicable after becoming aware of the same.

8.4The restrictions in this Section 8 shall not apply to information which would otherwise constitute the disclosing Party’s Confidential Information but which:

(a)is or becomes a part of the public domain through no act or omission of the other Party;

(b)was in the other Party’s lawful possession prior to its disclosure by the disclosing Party and had not been obtained by the other Party either directly or indirectly from the disclosing Party;

(c)is lawfully disclosed to the other Party by a third party without restriction or disclosure;

(d)is independently developed by the other Party; or

(e)is required by law or any regulatory body or any stock exchange or for the purposes of litigation, by or against either Party, to be disclosed.

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9.DATA PROTECTION

9.1Each Party shall comply with all applicable data protection laws with respect to the Services.

9.2The Supplier will not undertake anything to process or transfer any Personal Data relating to NewCo from inside the EU/EEA to outside the EU/EEA without the prior consent of NewCo.

9.3The Supplier will collect, process and use the personal data of NewCo as a commissioned agent in accordance with the instructions of NewCo (weisungsgebundene Auftragsdatenverarbeitung). For the fulfilment of the commissioned data processing the Parties will enter into a separate data processing agreement. NewCo will retain the full control over such Personal Data.

9.4The Supplier will only act on instructions from NewCo with respect to collection, processing and use of the Personal Data. The Supplier will implement appropriate technical and organisational measures in line with the applicable data protection laws to protect the Personal Data against unauthorised or unlawful use or access as well as against accidental loss or destruction of or damage to the Personal Data. NewCo will verify that the regulations of data protection are complied with and the technical and organisational measures are observed. To the extent Personal Data is collected, processed or used, the Supplier will not use any external third party service providers for the provision of the Services.

10.INTELLECTUAL PROPERTY RIGHTS

10.1Nothing in this Agreement nor any use of any Intellectual Property Rights shall affect the ownership by NewCo, members of NewCo’s Group or its third party licensors of its Intellectual Property Rights. Nothing in this Agreement nor any use of any Intellectual Property Rights shall affect the ownership by the Supplier, members of the Supplier’s Group or its third party licensors of its Intellectual Property Rights.

10.2Neither Party transfers, assigns, sublicenses or otherwise grants the other Party any right, title or ownership interest in any Intellectual Property Rights belonging to members of its Group or a third party under this Agreement unless expressly stated otherwise in Exhibit 1.1.

10.3It is the sole responsibility of the Supplier to ensure that it holds all Intellectual Property Rights necessary to provide the Services as of Closing Date. NewCo will on the other hand hold all Intellectual Property Rights necessary that the Services can be performed by Supplier.

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11.TERM AND TERMINATION

11.1This Agreement commences upon the Parties signing this Agreement and shall - subject to earlier termination - terminate automatically when the final Service Term has ended.

11.2If the SPA is terminated on its terms and Closing does not occur, then (i) this Agreement shall also terminate automatically, and (ii) neither Party shall have any claim under this Agreement of any nature against the other Party or members of the other Party’s group, except in relation to any rights or liabilities that have accrued before the date of termination.

11.3Each Service shall be provided from the Closing Date and subject to earlier termination of this Agreement terminates automatically on the last day of the Service Term. Termination of a Service shall not relieve the Supplier from its obligations to provide the remaining Services.

11.4This Agreement may be terminated immediately at the option of NewCo by written Notice if there is a change of control of the Supplier without prior written consent of the Supplier, which shall not be unreasonably withheld.

11.5A Party shall be entitled to terminate this Agreement with immediate effect by written Notice to the other Party if:

(a)the other Party commits any material breach of any provision of this Agreement and (in the case of a breach capable of being remedied) does not remedy such breach within 30 (thirty) days of a written request to do so;

(b)the other Party is subject to circumstances which require or would require its management to file a petition for insolvency or bankruptcy or is subject to any winding-up, insolvency or bankruptcy proceedings or ceases or threatens to cease to carry on the whole or any material part of its business; or

(c)any Force Majeure Event prevents the other Party from performing its obligations under this Agreement for a continuous period of one month.

11.6Any termination of this Agreement pursuant to this Section 11 shall be without prejudice to any other rights or remedies to which the Parties may be entitled under this Agreement or at law.

11.7If this Agreement or parts thereof are terminated for any reason:

(a)each Party shall promptly return to the other Party all equipment, materials and property belonging to the other Party supplied by it in connection with the provision of the respective Services under this Agreement;

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(b)each Party shall promptly return to the other Party all related documents and materials (and any copies) containing the other Party’s Confidential Information and erase all copies of the other Party’s Confidential Information from its computer systems;

(c)each Party shall promptly on request certify in writing to the other that it has complied with the requirements of Sections 11.7(a)  and 11.7(b);

(d)all rights, licenses and authorizations granted under this Agreement, if any, shall terminate.

11.8On termination of this Agreement (howsoever arising) the following Sections shall survive and continue in full force and effect: 3; 7; 8; 11, and 14.

12.NOTICE

12.1Any notice or other communication to be given under or in relation to this Agreement (the Notice) shall be in writing and may be given by leaving it at or sending it by registered mail or facsimile transmission to the address or facsimile number and marked for the attention of the person (if any), in each case, set out in Section 12.2 (or as otherwise notified from time to time by Notice given in accordance with this Section). Any Notice so given shall be deemed to have been received:

(a)in the case of delivery by hand, at the time of delivery;

(b)in the case of post, on the third Business Day from the time of posting; and

(c)in the case of facsimile transmission, at the time of dispatch,

provided that a Notice is, or would (but for this provision) be deemed to be, received on a day that is not a Business Day or after 4.30 p.m. on a Business Day, it shall instead be deemed to be received at 10.00 a.m. on the next Business Day following that day.

12.2The addresses and facsimile numbers of the parties for the purposes of Section 12.1 are as follows:

If to Supplier:

Beta Systems Software AG
Gernot Sagl
Chief Executive Officer
Alt-Moabit 90d
10559 Berlin

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Germany
Fax: +49 (0)30 726118 800

with a copy (for information only) to:

Dr Karsten Müller-Eising
Lovells LLP
Untermainanlage 1
60329 Frankfurt am Main
Germany
Fax: +49 (0)69 96236 100

If to NewCo:

Stephen LinkMonzastr. 4c63225 LangenGermanyFax: +49 (0) 6103 5071-35

With a copy (for information only) to:

Michael D. PeplowJarman HouseMathisen WayPoyle RoadColnbrook SL3  0HFUnited KingdomFax: +44 (1753) 775903

12.3In providing service it shall be sufficient to prove that (as the case may be):

(a)the envelope containing the Notice was properly addressed and delivered to the appropriate address; or

(b)the envelope containing the Notice was posted by recorded post; or

(c)the facsimile transmission was made and a facsimile transmission confirmation report was received by the sender.

12.4Any Party may change its address for notices under this Section to another address by giving Notice to the other Party.

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13.ASSIGNMENT

13.1Neither Party shall, nor shall it purport to, assign, transfer or charge any of its rights and/or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, or sub-contract the performance of any of its obligations under this Agreement to a third party without the prior written consent of the other Party. The approval shall not be unreasonably withheld or delayed. This restriction shall not apply to any Services the performance of which was sub-contracted to a third party before the Closing Date.

13.2Each Party has the right to assign, transfer the Agreement or charge any of its rights and/or obligations under this Agreement or grant, declare, create or dispose of any right or interest in it, or sub-contract the performance of any of its obligations under this Agreement to (i) the banks financing the transactions contemplated in the SPA or (ii) any of its affiliated companies within the meaning of Sections 15 et seqq. of the German Stock Corporation Act.

14.DISPUTE RESOLUTION / APPLICABLE LAWS

14.1The Parties agree to attempt in good faith to settle any dispute, controversy or claim, arising out of or related to this Agreement (the Claim) by way of consultations among the Parties, which consultations shall be initiated upon written Notice by either Party to the other.

14.2If the Parties cannot come to a mutually agreeable resolution of the Claim within ten (10) Business Days, either Party is entitled to start proceedings in accordance with Section 14.3.

14.3This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with German law. The UN Convention on the International Sale of Goods (CSIG) shall not apply. All disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) in its current form as amended (in der jeweils gültigen Fassung) without recourse to the ordinary courts of law. The place of the arbitration shall be Berlin, Germany. The arbitral tribunal shall consist of three arbitrators. The language of the arbitration proceedings shall be English.The costs of the arbitral proceedings, including those external costs incurred by the Parties and which were necessary for the proper pursuit of their claim or defence, shall be allocated to the Parties in proportion to the percentage each Party is determined by the arbitrator to have prevailed/lost in the arbitral proceedings.

15.GENERAL

15.1Waivers of any rights or remedies under this Agreement may only be given in writing. Failure or neglect by either Party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that Party’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that Party’s rights to take subsequent action.

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15.2If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. In this event the Parties will agree upon a valid, binding and enforceable substitute provision or provisions which shall be as close as possible to the original provision and shall re-establish an appropriate balance of the commercial interests of both Parties.

15.3The Parties are independent contractors; nothing in this Agreement shall be construed to create a partnership or joint venture relationship between the Parties nor constitutes that any Party is the agent of the other Party for any purpose.

15.4This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the Parties relating to the subject matter hereof.  The Supplier shall not, in the absence of fraud or intent, be liable to NewCo for loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of this Agreement other than those representations, agreements, statements or undertakings set out in this Agreement.

15.5If there is any conflict between the terms in the body of this Agreement and either of the Exhibits, then the terms in the body of this Agreement shall prevail.

15.6No addition or modification of any provision of this Agreement shall be binding upon the Parties unless made in writing and signed by a duly authorized representative of each of the Parties.

IN WITNESS WHEREOF the undersigned, intending to be legally bound, have duly executed this Agreement to become effective as of the date stated above.

Signed for and on behalf of:

Beta Systems Software Aktiengesellschaft		Beta Systems ECM Solutions GmbH
/s/ Gernot Sagl		/s/ Bernd Johnen
Print Name	Gernot Sagl	Print Name	Bernd Johnen
Position	Vorstand	Position

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BancTec, Inc.
/s/ Michael D. Peplow
Print Name	Michael D. Peplow
Position	Vice President BancTec

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Exhibit E

Agreement	shall have the meaning as set out in the preamble
Business	shall have the meaning as set out in the Preamble
Business Day	means a day which is not a Saturday or Sunday or a bank or public holiday in Germany
Claim	shall have the meaning as set out in 16.1
Closing	shall have the meaning as set out in the SPA
Closing Date	shall have the meaning as set out in the SPA
Commission	shall have the meaning as set out in Section 3.3
Confidential Information	means, in relation to either Party, information (whether in oral, written or electronic form) belonging or relating to that Party, its business affairs or activities and/or those of any supplier to it which is not in the public domain and which: (i) either Party has marked as confidential or proprietary, (ii) either Party, orally or in writing, has advised the other Party is of a confidential nature, or (iii) due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential and which the other Party becomes aware of or takes possession of as a result of this Agreement
Drop Down	shall have the meaning as set out in the Preamble
Drop Down Agreement	shall have the meaning as set out in the Preamble
Force Majeure Event	means any event or circumstance beyond a Party’s reasonable control including, without limitation, acts of God, fire, flood, extreme weather conditions, war, terrorist attack, compliance with any law, regulation or governmental order, strikes or lock out, internet outages, telecoms outages or power outages which prevent, delay or hinder a Party from, or in performing its obligations under this Agreement

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Intellectual Property Rights	shall have the meaning as set out in the SPA
Key Sales Contract/s	shall have the meaning as set out in Section 3.1
Locations	means the locations where/for which the respective Services are provided and as further detailed in Exhibit 1.1
Minimum Gross Margin	shall have the meaning as set out in Section 3.5
Notice	shall have the meaning as set out in Section 12.1
Personal Data	shall have the meaning as set out in Section 3 (1) German Data Protection Act (Bundesdatenschutzgesetz)
NewCo’s Group	shall mean NewCo and all affiliates of NewCo within the meaning of Sections 15 et seqq. Of the German Stock Corporation Act (Aktiengesetz)
Sales Order/s	shall have the meaning as set out in Section 3.2
Seller Commission Percentage	shall have the meaning as set out in Section 3.3
Services	shall have the meaning as set out in Section 1.1
Service Charges	means the charges to be paid by NewCo to the Supplier for the Services as set out in Exhibit 1.1 and in accordance with Section 2
Service Term	shall have the meaning as set out in Section 1.1
SPA	shall have the meaning as set out in the Preamble
Supplier’s Group	shall have the same meaning as Seller’s Group as defined in the SPA
Systems	means any information technology and telecommunications systems, including i.a. networks and interfaces
Term	means the period during which this Agreement subsists and is valid and binding between the parties as more particularly described in Section 11
VAT	means the value added tax as applicable from time to time

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EXHIBIT 1.1

Services Overview

	SERVICE
PART A	Financial Accounting
PART B	Human Resources
PART C	Technology Infrastructure

PART AFINANCIAL ACCOUNTING

Service	Accounts payables
	· Accounting
	· Payment procedures once a week
	· Travel accounting
	Accounts receivables
	· Invoicing
	· Deferred revenues
	· Dunning procedures
	Bank-entries:
	· daily booking of bank statements
	Fixed Assets Accounting
	· Accounting of investments and Disposals
	· Depreciation runs once a month
	Taxes
	·VAT-Run and preparation VAT declarations once a month
	Project-Accounting and Inventory
	· PoC-runs once a month
	· Calculation average prices inventory once a month
	· Preparation for organisation of inventory counting
	General ledger
	·HR related general ledger entries (sales commissions, overtime and vacations accruals)
	·specific valuations allowances
	·Prepaid expenses
	Supplier provides these services in respect to the design and the intension of the SPA:
	· support of the transition and the installation of the branch office of ECM Vienna
	· support for the ECM GmbH including the branch offices in Vienna and Budapest
	· The service includes a documentation of the accounting entries as basis of monthly reporting. The services are not including any sup- port for year end audits or quarterly reviews except such one from the SPA.
	· The services will be made under the Beta common procedures, accounting rules, times frames and SAP-customising. Any changes which leads to higher manpower-efforts are not included in this TSA.
	· Year end tax declaration and declaration of customs are not part of this TSA
	Until new procedures and policies will be settled the old procedures of the Supplier are valid.
	The Supplier has the right to use room/space in Augsburg to finalise the tax audit 2003 -2006.
	Supplier provides the SAP-System for NewCo in form of a client (SAP-Mandant) within the SAP-System of the Supplier. The Supplier

	removes all data not related to NewCo out of this client until the end of the Service Term.
	At the end of the Service Term, the Supplier provides a copy of the client-data to NewCo. This copy will contain all NewCo-data (SAP-R3) entered into the client from January 1, 2010 untill handover of the copy, but latest until December 31, 2010. NewCo can use this copy for archiving purpose or for production purpose.
	The Supplier implements NewCo’s reasonable requests for identity changes to customer communications. NewCo shall supply necessary logos and artwork.
	The financial accounting services will be provided according to the timetable attached to this Exhibit 1.1 as and additional annex.
Excluded Services (non-exhaustive)	Beside this Agreement Supplier provides services under support of the external tax lawyers Austria and Hungary, the administrative person of Budapest, the Sales staff of ECM (collection procedure) and the project department of ECM. The costs related to this support are not included in this TSA.
	The accounting and reporting of Beta Nigeria is not part of the TSA.
Locations	Berlin, Augsburg

PART BHUMAN RESOURCES

Services	Support and consultation activities in the following areas:
	· Managing the whole process of salary statement (payments)
	· Managing of working time
	· Controlling SAP System
	· Personnel Planning and Recuritment
	· Personnel looking after employees
	· Adminsitration Freelancer
	· Personnel Measures, Employment Incentives
	· Development of concepts
	· Consultation of employees and managers
	· Cooperation with Worker Council
	· Organisation of Trainings
	· Management of Company employee pension scheme
	· Management of Insurance
	· Organisation Sheet
	· Special Projects like: Management of short-time work and coordi antion with the job center
Locations	Berlin, Augsburg

PART CTECHNOLOGY INFRASTRUCTURE

Services	· IT-Infrastruktur (Backbone, VPN, Internet, Backup, local Servers in Augsburg, SAP-Access, Office-Hard- and Software, E-Mail, Notes- Workflows, user helpdesk)
	· IT-Applications (maintenance of SAP and Notes-Workflows)
	· Travel-Booking
	· Purchase-Management
	· Duty-Leasing-Cars
	· Mobile Phones
	· fixed phones access
Locations	Augsburg and all further offices of system technicians in Germany

Exhibit 3.1 to the TSA

Key Sales Contracts Commission Scheme

Contract parameters (in EURO) Duration of sales contract	[*.*] 5 Years	[*.*] 6 years	[*.*] 1 year	[*.*] 5 years	Total
Software Licenses	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Hardware	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Incremental Maintenance on Hardware + Software	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Professional Services	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Total Incremental Contract Value (TiCV)	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Seller Commission Percentage	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]
Minimum Gross Margin excluding Seller Commission Payment	[*.*]	[*.*]	[*.*]	[*.*]
Compensation	[*.*]	[*.*]	[*.*]	[*.*]	[*.*]

Values are based on outstanding offers out before Closing Date and might vary in signed contract after negotiation Scheme only applicable until December 31, 2010

[*.*]  Confidential treatment requested:  Information for which confidential treatment has been requested is omitted and is noted with “[*.*].” An unredacted version of this document has been filed separately with the Securities and Exchange Commission.

Transitional Service Agreement Overperformance Scheme

BETA SYSTEMS SOFTWARE AG - 2010 TIMETABLE FOR MONTHLY AND QUARTERLY REPORTING

For month ending:	WD	May 31	Jun 30	Jul 31	Aug 31	Sep 30	Oct 31	Nov 30	Dec 31
Invoicing & Revenue Recognition
Send all contract / orders / acceptance certificates to Beta HQ	3	03. Jun	05. Jul	04. Aug	03. Sep	06. Okt	03. Nov	03. Dez
Closing books for invoicing	3	03. Jun	05. Jul	04. Aug	03. Sep	06. Okt	03. Nov	03. Dez
Proceeding of defered revenues SD-Module	4	04. Jun	07. Jul	05. Aug	06. Sep	07. Okt	04. Nov	06. Dez
Closing books for FI revenues and doubtful accounts	4	04. Jun	07. Jul	05. Aug	06. Sep	07. Okt	04. Nov	06. Dez
Closing books for POC-revenues	6	08. Jun	09. Jul	09. Aug	08. Sep	11. Okt	08. Nov	08. Dez
Revenue Reporting	7	09. Jun	12. Jul	10. Aug	09. Sep	12. Okt	09. Nov	09. Dez
Closing & Reporting of Beta’s LCs									Separat Timetable for Year End Reporting
Send all T&E reimbursements to Beta HQ	2	02. Jun	05. Jul	03. Aug	02. Sep	05. Okt	02. Nov	02. Dez
Send all invoices to Beta HQ	3	03. Jun	06. Jul	04. Aug	03. Sep	06. Okt	03. Nov	03. Dez
LC’s Closing for Asset Accounting	6	08. Jun	09. Jul	09. Aug	08. Sep	11. Okt	08. Nov	08. Dez
LC’s Closing of the books for expense entries & provisions	6	08. Jun	09. Jul	09. Aug	08. Sep	11. Okt	08. Nov	08. Dez
Beta Africa send Financial Statements	6	08. Jun	09. Jul	09. Aug	08. Sep	11. Okt	08. Nov	08. Dez
Procceding of CO-closing foreign LCs	7	09. Jun	12. Jul	10. Aug	09. Sep	12. Okt	09. Nov	09. Dez
Procceding of CO-closing Beta AG and LCs Germany	8	10. Jun	13. Jul	11. Aug	10. Sep	13. Okt	10. Nov	10. Dez
Final Closing of Financial Accounting	8	10. Jun	13. Jul	11. Aug	10. Sep	13. Okt	10. Nov	10. Dez

Beta Systems Software AG	28.05.2010
Corporate Accounting	15:38

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and J. Coley Clark (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Chief Executive Officer and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Chief Executive Officer of the Company for a period commencing on the Effective Date (as hereinafter defined) through the second anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. As used herein, the term “Effective Date” shall mean the date upon which the consummation of, and receipt of proceeds from, the Company’s offering of Common Stock shall have occurred pursuant to that certain Preliminary Offering Memorandum of the Company, dated on or about May 30, 2007 and the Final Offering Memorandum to be dated in June 2007, pursuant to which Friedman, Billings, Ramsey & Co., Inc. is acting as placement agent (the “Offering”).

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”), and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive and the Board, provided that each such position shall be commensurate with the Executive’s position as Chief Executive Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Chief Executive Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.Compensation.

A.Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $475,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”) at a target level that shall not be less than 100% of Base Salary. All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.

E.Equity Offering. Concurrently with the consummation of the Offering, all of the unvested stock options currently held by the Executive under the Company’s 2000 Stock Plan will be cashed out pursuant to the terms of such plan and the Executive’s stock option agreement thereunder and will be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. In the event that the Offering is successfully completed at no less than $9.50 per share for 100% of the 40,500,000 shares being offered, the Executive will also be entitled to the Sale Bonus (as set forth in that certain letter agreement, dated as of April 18, 2007, by and between the Company and the Executive), which shall be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. The Executive shall further be entitled to receive a discretionary bonus in connection with the closing of the offering; provided, however, such discretionary bonus shall be payable at the sole and absolute discretion of the Company’s Chairman and Chief Executive Officer.

F.2007 Equity Incentive Plan. Within thirty (30) days of the consummation of the Offering, the Executive will be eligible to participate in the 2007 Equity Incentive Plan. The Executive will receive an initial grant of 750,000 options under the 2007 Equity Incentive Plan.

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IV.Termination.

A.Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;

b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

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provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”);

3.Two (2) years’ base salary and two times (2x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Section IV.B., “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.the Pro Rata Bonus;

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3.Two (2) years’ base salary and two times (2x) target bonus under the Bonus Plan at the rate in effect on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.at the Company’s expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

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C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by the Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

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VI.Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with the Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of the Executive’s death or permanent disability that prevents the Executive from performing the Executive’s obligation under this Section VII, the Executive’s personal representative, and the Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents; provided, however, that such effective release will not affect any right that the Executive, or in the event of the Executive’s death, the Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that the Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

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B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of the Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have the right to allow use of the Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

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IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and for a period of one (1) year commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced.

X.Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

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XIII.Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Confidential Arbitration.

A.This Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws principles.

B.Except for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American Arbitration Association, before a panel of three (3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years. The parties agree that they shall be entitled to file dispositive motions. Any award rendered pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees. The arbitrators shall never have the authority to award exemplary, punitive, consequential, special or incidental damages or loss of profits to any injured party. Such arbitration and all related documents will be confidential, unless disclosure is required by law.

C.The parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively filed and conducted in Dallas County, Texas.

XV.Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

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XVII.Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.
2701 E. Grauwyler Rd.
Irving, Texas 75061
Attention: Legal Dept.
Facsimile: (972) 821-4831

The Executive:

J. Coley Clark
3500 Drexel
Dallas, Texas 75205

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of May 27, 2007, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ JEFFREY D. CUSHMAN
Name:	Jeffrey D. Cushman
Title:	Senior Vice President and Chief Financial Officer
/s/ J. COLEY CLARK
J. Coley Clark

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of October 16, 2007, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto desire to amend that certain Employment Agreement between them, dated May 27, 2007 (the “Employment Agreement”), in accordance with Section 12 thereof, as provided in this Amendment.

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

1.Amendment of Employment Agreement.  The parties acknowledge and agree that Section V, Subsection E and Section V, Subsection F of the Employment Agreement are hereby deleted and replaced in their entirety by the following:

V.Certain Payments by the Company.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) not later than the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to any Federal, state or local tax authority, or where as a result of such audit or litigation there are taxes remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in accordance Treasury Regulation Section 1.409A-3(i)(1)(v).

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined

on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but not later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, in no event may the Tax Reimbursement Payment be paid later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

2.Remainder of Employment Agreement Unchanged.  The parties hereby acknowledge and agree that except as expressly provided in Section 1 of this Amendment, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.Definitions.  All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.Counterparts.  The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ J. Coley Clark	By:	/s/ Jeffrey D. Cushman
J. Coley Clark	Jeffrey D. Cushman
	Senior Vice-President and
	Chief Financial Officer

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 1, 2009, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First Amendment to Employment Agreement, dated October 16, 2007 (together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the following is added as new Section III, Subsection G of the Employment Agreement:

G.Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

2.The parties acknowledge and agree that Section IV, Subsection B.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid as soon as practicable following

review and acceptance of the prior years’ audit by the Audit Committee of the Board or by June 30 of the year following the end of the calendar year to which such bonuses relate, whichever occurs first (the “Pro Rata Bonus”);

3.The parties acknowledge and agree that the last paragraph of Section IV, Subsection C of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ J. Coley Clark	By:	/s/ Jeffrey D. Cushman
J. Coley Clark	Jeffrey D. Cushman
	Senior Vice President and
	Chief Financial Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of January 11, 2010 (the “Effective Date”), between BancTec, Inc., a Delaware corporation (the “Company”), and J. Coley Clark (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated May 27, 2007, as was subsequently amended by that certain First Amendment to Employment Agreement, dated October 16, 2007 and that certain Second Amendment to Employment Agreement, dated June 1, 2009 (as amended, the “Employment Agreement”);

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Board”) has recommended to the Board that the Employment Agreement be further amended as stated herein; and

WHEREAS, the Board has approved the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1.The parties acknowledge and agree that Section IV, Subsection D of the Employment Agreement is hereby deleted and replaced in its entirety with the following:

D.Immediate Vesting of Equity Incentive Awards.  Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if (i) the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability), (ii) the Executive resigns from the Company for Good Reason, or (iii) the Executive terminates his employment with the Company and its subsidiaries on or after his 66th birthday (July 10, 2011) upon giving at least three months prior written notice of such termination, for any reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and, for awards of options only, become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such option awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

2.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amendment to Employment Agreement as of the date first written above.

BANCTEC, INC.
By:	/s/ Jeffrey D. Cushman
Name:	Jeffrey D. Cushman
Title:	Senior Vice President and Chief
	Financial Officer
/s/ J. Coley Clark
J. Coley Clark

SIGNATURE PAGE TO THIRD AMENDMENT

TO EMPLOYMENT AGREEMENT

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 9, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment;

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

1.The parties acknowledge and agree that subsection IV.B.2. is hereby deleted and replaced in its entirety by the following:

“2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date, in a lump sum payment (the “Pro Rata Bonus”) in accordance with the Company’s customary severance and payroll processes,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

(1)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

2.The parties acknowledge and agree that subsection IV.B.3. is hereby deleted and replaced in its entirety by the following:

2.Two (2) years’ base salary as of the termination date,(2) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and two times (2x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and

3.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

2.The Pro Rata Bonus (as defined above) to be paid in a lump sum payment to be paid within fourteen (14) calendar days after the termination date in accordance with the Company’s customary payroll processes;

4.The parties acknowledge and agree that subsection IV.C.3. is hereby deleted and replaced in its entirety by the following:

3.Two (2) years’ base salary as of the termination date,(2) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and two times (2x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

(2) Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

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5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ J. Coley Clark	By:	/s/ Jeffrey D. Cushman
J. Coley Clark	Jeffrey D. Cushman
	SVP and Chief Financial Officer

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FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 22, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the existing Section III., Subsection B is replaced by the following:

B.Annual Incentive Bonus Compensation.  The Executive shall be entitled to participate in the annual Executive Incentive Plan (the “Bonus Plan”) at a target level that shall not be less than 125% of Base Salary.  All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

2.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

4.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

5.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

6.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ J. Coley Clark	By:	/s/ Jeffrey D. Cushman
J. Coley Clark	Jeffrey D. Cushman
	SVP and Chief Financial Officer

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Maria Allen (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Senior Vice President and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term.  Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Senior Vice President of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement.  As used herein, the term “Effective Date” shall mean the date of February 17, 2011.

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Senior Vice President of the Company, initially reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position as the Executive shall be assigned from time to time.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer.  The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder.  Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.Compensation.

A.Base Salary.  During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $325,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices.  The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation.  The Executive shall be entitled to participate in the annual Executive Incentive Plan (the “Bonus Plan”) at a target level that shall initially be 75% of Base Salary.  All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits.  During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than four (4) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company.  The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.  To the extent that the reimbursement of specific expenses for the Executive become taxable income as determined by the Internal Revenue Service then the Company shall reimburse the Executive in an amount equal to the tax liability for all federal, state and local taxes levied in connection therewith.

E.Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination

date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

IV.Termination.

A.Termination for Cause/Resignation without Good Reason.  In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under COBRA pursuant to the employee benefit plans of the Company or its affiliates (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;

b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason.  If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and

3.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits offered through COBRA; provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

(1)  Unless such base salary has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary the Executive earned or was eligible to attain at any time pursuant to this Agreement.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Section IV.B., “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance.  Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date,(2) in a lump sum payment to be paid within fourteen (14) calendar days after the termination date (the “Pro Rata Bonus”) in accordance with the Company’s customary payroll processes;

3.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and

4.at the Company’s expense, the Employee Benefits offered through COBRA for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering

(2)  Unless such base salary has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary calculations shall be based on the highest salary the Executive earned or was eligible to attain at any time pursuant to this Agreement.

welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards.  Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax,

and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) not later than the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to any Federal, state or local tax authority, or where as a result of such audit or litigation there are taxes remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in accordance Treasury Regulation Section 1.409A-3(i)(1)(v).

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but not later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, in no event may the Tax Reimbursement Payment be paid later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

VI.Section 409A of the Code.  It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”).  The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A.  Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision.  The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation.  Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code.  If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims.  As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of Executive’s death or permanent disability that prevents the Executive from performing Executive’s obligation under this Section VII, Executive’s personal representative, and Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and

its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents in a form satisfactory to the Company; provided, however, that such effective release will not affect any right that the Executive, or in the event of Executive’s death, Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company.  The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are

deemed necessary by the Company.  All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products.  Notwithstanding the foregoing, the Executive shall have the right to allow use of Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder.  After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products.  The consideration for such rights is the payments and benefits set forth herein.  The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein.  It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced.  However, notwithstanding any other provision of this Agreement, Executive’s post-employment provision of legal services to any then-current client of Executive shall not be interpreted to contravene this Article IX provided that Executive has neither used nor disclosed any Protected Information in the provision of such legal services.

X.Equitable Relief.  It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding.  The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement.  This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect.  This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

XIII.Waiver.  The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Confidential Arbitration.

A.This Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws principles.

B.Except for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows:  Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute.  Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American Arbitration Association, before a panel of three (3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years.  The parties agree that they shall be entitled to file dispositive motions.  Any award rendered pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees.  The arbitrators shall never have the authority to award exemplary, punitive, consequential, special or incidental damages or loss of profits to any injured party.  Such arbitration and all related documents will be confidential, unless disclosure is required by law.

C.The parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively filed and conducted in Dallas County, Texas.

XV.Assignability.  The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein.  Any such attempted delegation or disposition shall be null and void and without effect.  The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability.  If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the

same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof.  If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

XVII.Notices.  All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.

2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention:  General Counsel

Facsimile: (972) 821-4831

The Executive:

Maria L. Allen

2633 Camille Drive

Lewisville, TX 75056

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party.  Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings.  The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of March 17, 2011, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ J. Coley Clark
Name:	J. Coley Clark
Title:	Chief Executive Officer and Chairman of the Board
/s/ Maria L. Allen
Maria L. Allen

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 22, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain Employment Agreement, dated February 17, 2011 (the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the existing Section III., Subsection B is replaced by the following:

B.Annual Incentive Bonus Compensation.  The Executive shall be entitled to participate in the annual Executive Incentive Plan (the “Bonus Plan”) at a target level that shall not be less than 100% of Base Salary.  All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

2.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Maria Allen	By:	/s/ J. Coley Clark
Maria Allen	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT]

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Jeffrey D. Cushman (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Senior Vice President and Chief Financial Officer and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Senior Vice President and Chief Financial Officer of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. As used herein, the term “Effective Date” shall mean the date upon which the consummation of, and receipt of proceeds from, the Company’s offering of Common Stock shall have occurred pursuant to that certain Preliminary Offering Memorandum of the Company, dated on or about May 30, 2007 and the Final Offering Memorandum to be dated in June 2007, pursuant to which Friedman, Billings, Ramsey & Co., Inc. is acting as placement agent.

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive’s position as Senior Vice President and Chief Financial Officer. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President and Chief Financial Officer, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.Compensation.

A.Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $328,846 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”) at a target level that shall not be less than 100% of Base Salary. All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.

E.Equity Offering. Concurrently with the consummation of the Offering, all of the unvested stock options currently held by the Executive under the Company’s 2000 Stock Plan will be cashed out pursuant to the terms of such plan and the Executive’s stock option agreement thereunder and will be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. In the event that the Offering is successfully completed at no less than $9.50 per share for 100% of the 40,500,000 shares being offered, the Executive will also be entitled to the Sale Bonus (as set forth in that certain letter agreement, dated as of April 18, 2007, by and between the Company and the Executive), which shall be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. The Executive shall further be entitled to receive a discretionary bonus in connection with the closing of the offering; provided, however, such discretionary bonus shall be payable at the sole and absolute discretion of the Company’s Chairman and Chief Executive Officer.

F.2007 Equity Incentive Plan. Within thirty (30) days of the consummation of the Offering, the Executive will be eligible to participate in the 2007 Equity Incentive Plan. The Executive will receive an initial grant of 275,000 options under the 2007 Equity Incentive Plan.

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IV.Termination.

A.Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;

b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

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provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

3.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Agreement, “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of the Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”);

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3.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.at the Company’s expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

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C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

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VI.Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of Executive’s death or permanent disability that prevents the Executive from performing Executive’s obligation under this Section VII, Executive’s personal representative, and Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents; provided, however, that such effective release will not affect any right that the Executive, or in the event of Executive’s death, Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

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B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have the right to allow use of Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

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IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced.

X.Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

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XIII.Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Confidential Arbitration.

A.This Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws principles.

B.Except for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American Arbitration Association, before a panel of three (3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years. The parties agree that they shall be entitled to file dispositive motions. Any award rendered pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees. The arbitrators shall never have the authority to award exemplary, punitive, consequential, special or incidental damages or loss of profits to any injured party. Such arbitration and all related documents will be confidential, unless disclosure is required by law.

C.The parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively filed and conducted in Dallas County, Texas.

XV.Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

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XVII.Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.

2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention: Legal Dept.

Facsimile: (972) 821-4831

The Executive:

Jeffrey D. Cushman

1306 Neches Drive

Allen, Texas 75219

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of May 27, 2007, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ J. COLEY CLARK
Name:	J. Coley Clark
Title:	President and Chief Executive Officer
/s/ JEFFREY D. CUSHMAN
Jeffrey D. Cushman

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of October 16, 2007, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto desire to amend that certain Employment Agreement between them, dated May 27, 2007 (the “Employment Agreement”), in accordance with Section 12 thereof, as provided in this Amendment.

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

1.Amendment of Employment Agreement.  The parties acknowledge and agree that Section V, Subsection E and Section V, Subsection F of the Employment Agreement are hereby deleted and replaced in their entirety by the following:

V.Certain Payments by the Company.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) not later than the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to any Federal, state or local tax authority, or where as a result of such audit or litigation there are taxes remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in accordance Treasury Regulation Section 1.409A-3(i)(1)(v).

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined

on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but not later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, in no event may the Tax Reimbursement Payment be paid later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

2.Remainder of Employment Agreement Unchanged.  The parties hereby acknowledge and agree that except as expressly provided in Section 1 of this Amendment, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.Definitions.  All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.Counterparts.  The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Jeffrey D. Cushman	By:	/s/ J. Coley Clark
Jeffrey D. Cushman	J. Coley Clark
	Chairman and Chief Executive Office

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 1, 2009, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First Amendment to Employment Agreement, dated October 16, 2007 (together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the following is added as new Section III, Subsection G of the Employment Agreement:

G.Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

2.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid as soon as practicable following

review and acceptance of the prior years’ audit by the Audit Committee of the Board or by June 30 of the year following the end of the calendar year to which such bonuses relate, whichever occurs first (the “Pro Rata Bonus”);

3.The parties acknowledge and agree that the last paragraph of Section IV, Subsection C of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Jeffrey D. Cushman	By:	/s/ J. Coley Clark
Jeffrey D. Cushman	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 9, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment;

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

1.The parties acknowledge and agree that subsection IV.B.2. is hereby deleted and replaced in its entirety by the following:

“2.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

2.The parties acknowledge and agree that subsection IV.C.3. is hereby deleted and replaced in its entirety by the following:

“3.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one

(1)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

3.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

“2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date,(2) in a lump sum payment to be paid within fourteen (14) calendar days after the termination date (the “Pro Rata Bonus”) in accordance with the Company’s customary payroll processes;”

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

(2)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Jeffrey D. Cushman	By:	/s/ J. Coley Clark
Jeffrey D. Cushman	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO THIRD AMENDMENT TO EMPLOYMENT AGREEMENT]

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Mark D. Fairchild (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Senior Vice President and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Senior Vice President of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. As used herein, the term “Effective Date” shall mean the date upon which the consummation of, and receipt of proceeds from, the Company’s offering of Common Stock shall have occurred pursuant to that certain Preliminary Offering Memorandum of the Company, dated on or about May 30, 2007 and the Final Offering Memorandum to be dated in June 2007, pursuant to which Friedman, Billings, Ramsey & Co., Inc. is acting as placement agent (the “Offering”).

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive’s position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.Compensation.

A.Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $258,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”) at a target level that shall not be less than 100% of Base Salary. All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive shall also continue to be entitled to receive certain housing and travel allowances and participate in the BancTec Limited Pension Scheme on the same basis as the Executive participates on the date of execution of this Agreement. The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.

E.Equity Offering. Concurrently with the consummation of the Offering, all of the unvested stock options currently held by the Executive under the Company’s 2000 Stock Plan will be cashed out pursuant to the terms of such plan and the Executive’s stock option agreement thereunder and will be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. In the event that the Offering is successfully completed at no less than $9.50 per share for 100% of the 40,500,000 shares being offered, the Executive will also be entitled to the Sale Bonus (as set forth in that certain letter agreement, dated as of April 18, 2007, by and between the Company and the Executive), which shall be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. The Executive shall further be entitled to receive a discretionary bonus in connection with the closing of the offering; provided, however, such discretionary bonus shall be payable at the sole and absolute discretion of the Company’s Chairman and Chief Executive Officer.

F.2007 Equity Incentive Plan. Within thirty (30) days of the consummation of the Offering, the Executive will be eligible to participate in the 2007 Equity Incentive Plan. The Executive will receive an initial grant of 275,000 options under the 2007 Equity Incentive Plan.

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IV.Termination.

A.Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;

b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

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provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

3.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Section IV.B., “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of the Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”);

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3.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.at the Company’s expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

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C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

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VI.Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of Executive’s death or permanent disability that prevents the Executive from performing Executive’s obligation under this Section VII, Executive’s personal representative, and Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents; provided, however, that such effective release will not affect any right that the Executive, or in the event of Executive’s death, Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

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B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have the right to allow use of Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

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IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced.

X.Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

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XIII.Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Confidential Arbitration.

A.This Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws principles.

B.Except for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American Arbitration Association, before a panel of three (3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years. The parties agree that they shall be entitled to file dispositive motions. Any award rendered pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees. The arbitrators shall never have the authority to award exemplary, punitive, consequential, special or incidental damages or loss of profits to any injured party. Such arbitration and all related documents will be confidential, unless disclosure is required by law.

C.The parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively filed and conducted in Dallas County, Texas.

XV.Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

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XVII.Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.

2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention: Legal Dept.

Facsimile: (972) 821-4831

The Executive:

Mark D. Fairchild

205 Chestnut Lane

Coppell, Texas 75019

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of May 27, 2007, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ J. COLEY CLARK
Name:	J. Coley Clark
Title:	President and Chief Executive Officer
/s/ MARK D. FAIRCHILD
Mark D. Fairchild

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of October 16, 2007, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto desire to amend that certain Employment Agreement between them, dated May 27, 2007 (the “Employment Agreement”), in accordance with Section 12 thereof, as provided in this Amendment.

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

1.Amendment of Employment Agreement.  The parties acknowledge and agree that Section V, Subsection E and Section V, Subsection F of the Employment Agreement are hereby deleted and replaced in their entirety by the following:

V.Certain Payments by the Company.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) not later than the end of Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to any Federal, state or local tax authority, or where as a result of such audit or litigation there are taxes remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in accordance Treasury Regulation Section 1.409A-3(i)(1)(v).

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined

on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but not later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, in no event may the Tax Reimbursement Payment be paid later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

2.Remainder of Employment Agreement Unchanged.  The parties hereby acknowledge and agree that except as expressly provided in Section 1 of this Amendment, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.Definitions.  All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.Counterparts.  The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Mark D. Fairchild	By:	/s/ J. Coley Clark
Mark D. Fairchild	J. Coley Clark
	Chairman and Chief Executive Office

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of May 26, 2008, by and between BancTec, Inc., a Delaware corporation (the “Company”) and Mark D. Fairchild (the “Executive” or “you”).

RECITALS:

WHEREAS, the Company and Executive entered into that certain Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”);

WHEREAS, the Company and Executive entered into that certain First Amendment to Employment Agreement, dated as of October 16, 2007 (together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section III(A) and XII, thereof, respectively, as provided in this Amendment.

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

1.             Amendment of Employment Agreement. The parties acknowledge and agree that Section III, Subsection A and Section III, Subsection C of the Employment Agreement are hereby deleted and replaced in their entirety by the following:

III.           Compensation.

A.            Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $321,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

C.            Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively, “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. For the avoidance of doubt, the Executive will not receive housing or travel allowances nor will the Executive be able to participate in the BancTec Limited Pension Scheme.

2.             Remainder of Employment Agreement Unchanged. The parties hereby acknowledge and agree that except as expressly provided in Section 1 of this Amendment, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.             Definitions. All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.             Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.             Counterparts. The parties hereto may sign any number of copies or counterparts of this Amendment. Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Mark D. Fairchild	By:	/s/ J. Coley Clark
Mark D. Fairchild		J. Coley Clark
		Chairman of the Board and CEO

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 1, 2009, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First Amendment to Employment Agreement, dated October 16, 2007, and (iii) Second Amendment to Employment Agreement, dated May 26, 2008 (together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.             The parties acknowledge and agree that the following is added as new Section III, Subsection G of the Employment Agreement:

G.            Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

2.             The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

2.             a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a

lump sum payment to be paid as soon as practicable following review and acceptance of the prior years’ audit by the Audit Committee of the Board or by June 30 of the year following the end of the calendar year to which such bonuses relate, whichever occurs first (the “Pro Rata Bonus”);

3.             The parties acknowledge and agree that the last paragraph of Section IV, Subsection C of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

4.             The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.             All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.             This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.             The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Mark D. Fairchild	By:	/s/ J. Coley Clark
Mark D. Fairchild	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO THIRD AMENDMENT TO EMPLOYMENT AGREEMENT]

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 9, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment;

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

1.The parties acknowledge and agree that subsection IV.B.2. is hereby deleted and replaced in its entirety by the following:

“2.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

2.The parties acknowledge and agree that subsection IV.C.3. is hereby deleted and replaced in its entirety by the following:

“3.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one

(1)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

3.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

“2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date,(2) in a lump sum payment to be paid within fourteen (14) calendar days after the termination date (the “Pro Rata Bonus”) in accordance with the Company’s customary payroll processes;”

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

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(2)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Mark D. Fairchild	By:	/s/ J. Coley Clark
Mark D. Fairchild	J. Coley Clark
	Chairman and Chief Executive Officer

[signature page to FOURTH amendment to employment agreement]

EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Michael D. Peplow (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Senior Vice President and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Senior Vice President of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. As used herein, the term “Effective Date” shall mean the date upon which the consummation of, and receipt of proceeds from, the Company’s offering of Common Stock shall have occurred pursuant to that certain Preliminary Offering Memorandum of the Company, dated on or about May 30, 2007 and the Final Offering Memorandum to be dated in June 2007, pursuant to which Friedman, Billings, Ramsey & Co., Inc. is acting as placement agent (the “Offering”).

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive’s position as Senior Vice President. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.Compensation.

A.Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $283,947 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”) at a target level that shall not be less than 100% of Base Salary. All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive shall also continue to be entitled to the reimbursement of certain car and fuel expenses and to participate in the BancTec Limited Pension Scheme on the same basis as the Executive participates on the date of execution of this Agreement. The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.

E.Equity Offering. Concurrently with the consummation of the Offering, all of the unvested stock options currently held by the Executive under the Company’s 2000 Stock Plan will be cashed out pursuant to the terms of such plan and the Executive’s stock option agreement thereunder and will be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. In the event that the Offering is successfully completed at no less than $9.50 per share for 100% of the 40,500,000 shares being offered, the Executive will also be entitled to the Sale Bonus (as set forth in that certain letter agreement, dated as of April 18, 2007, by and between the Company and the Executive), which shall be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. The Executive shall further be entitled to receive a discretionary bonus in connection with the closing of the offering; provided, however, such discretionary bonus shall be payable at the sole and absolute discretion of the Company’s Chairman and Chief Executive Officer.

F.2007 Equity Incentive Plan. Within thirty (30) days of the consummation of the Offering, the Executive will be eligible to participate in the 2007 Equity Incentive Plan. The Executive will receive an initial grant of 275,000 options under the 2007 Equity Incentive Plan.

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IV.Termination.

A.Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;

b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

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provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

3.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Agreement, “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of the Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”);

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3.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.at the Company’s expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

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C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that the amount of such excess is finally determined.

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

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VI.Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of Executive’s death or permanent disability that prevents the Executive from performing Executive’s obligation under this Section VII, Executive’s personal representative, and Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents; provided, however, that such effective release will not affect any right that the Executive, or in the event of Executive’s death, Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

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B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have the right to allow use of Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

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IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced.

X.Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

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XIII.Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Non-Exclusive Jurisdiction.

A.This Agreement shall be governed by and construed in accordance with English law and any disputes between the parties arising out of this Agreement shall be determined in accordance with English law.

B.Each party submits to the non-exclusive jurisdiction of the Courts of England in relation to all claims, disputes, differences or other matters arising out of or in connection with this Agreement.

XV.Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

XVII.Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.

2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention: Legal Dept.

Facsimile: (972) 821-4831

The Executive:

Michael D. Peplow

Shophouse Cottage

Shophouse Lane

Farley Green

Nr. Albury

Surrey GU5 9EQ

United Kingdom

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Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of May 27, 2007, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ J. COLEY CLARK
Name:	J. Coley Clark
Title:	President and Chief Executive Officer
/s/ MICHAEL D. PEPLOW
Michael D. Peplow

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of August 1, 2008, by and between BancTec, Inc., a Delaware corporation (the “Company”) and Michael D. Peplow (the “Executive” or “you”).

RECITALS:

WHEREAS, the Company and Executive entered into that certain Employment Agreement, dated May 27, 2007 (the “Employment Agreement”);

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII, thereof, respectively, as provided in this Amendment.

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

SECTION 1.AMENDMENT OF EMPLOYMENT AGREEMENT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION III, SUBSECTION A AND SECTION III, SUBSECTION C OF THE EMPLOYMENT AGREEMENT ARE HEREBY DELETED AND REPLACED IN THEIR ENTIRETY BY THE FOLLOWING:

III.COMPENSATION.

A.BASE SALARY. DURING THE EMPLOYMENT TERM, THE COMPANY SHALL PAY THE EXECUTIVE A BASE SALARY AT THE ANNUAL RATE OF £160,584.16 (“BASE SALARY”), PAYABLE IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY’S CUSTOMARY PAYMENT PRACTICES.  THE BASE SALARY SHALL BE SUBJECT TO ANNUAL REVIEW BY THE BOARD OR THE COMPENSATION COMMITTEE (OR SIMILAR COMMITTEE) OF THE COMPANY WHEREUPON THE BASE SALARY MAY BE INCREASED (BUT NOT DECREASED) AT THEIR SOLE DISCRETION.

C.BENEFITS.  DURING THE EMPLOYMENT TERM, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN THE COMPANY’S EMPLOYEE BENEFIT PLANS, INCLUDING LIFE INSURANCE, MEDICAL, HEALTH AND ACCIDENT, DISABILITY, AND VACATION PLANS (BUT NO LESS THAN FIVE (5) WEEKS VACATION PER YEAR) AS IN EFFECT FROM TIME TO TIME (COLLECTIVELY, “EMPLOYEE BENEFITS”),

ON THE SAME BASIS AS THOSE BENEFITS ARE GENERALLY MADE AVAILABLE TO OTHER SENIOR EXECUTIVES OF THE COMPANY.  THE EXECUTIVE SHALL ALSO CONTINUE TO PARTICIPATE IN THE BANCTEC LIMITED PENSION SCHEME ON THE SAME BASIS AS THE EXECUTIVE PARTICIPATES ON THE DATE OF EXECUTION OF THIS AGREEMENT.  THE EXECUTIVE ACKNOWLEDGES THAT PARTICIPATION IN SUCH PLAN MAY RESULT IN THE RECEIPT OF ADDITIONAL TAXABLE INCOME.  FOR THE AVOIDANCE OF DOUBT, THE EXECUTIVE WILL NOT RECEIVE REIMBURSEMENT OF CERTAIN CAR AND FUEL EXPENSES.

2.REMAINDER OF EMPLOYMENT AGREEMENT UNCHANGED.  THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 OF THIS AMENDMENT, THE BALANCE OF THE EMPLOYMENT AGREEMENT REMAINS UNCHANGED AND IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.

3.DEFINITIONS.  ALL CAPITALIZED TERMS USED HEREIN WHICH ARE NOT OTHERWISE HEREIN DEFINED SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE EMPLOYMENT AGREEMENT.

4.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS.

5.COUNTERPARTS.  THE PARTIES HERETO MAY SIGN ANY NUMBER OF COPIES OR COUNTERPARTS OF THIS AMENDMENT.  EACH SIGNED COPY OR COUNTERPART SHALL BE AN ORIGINAL, BUT EACH OF THEM TOGETHER SHALL REPRESENT THE SAME AGREEMENT.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Michael Peplow	By:	/s/ J. Coley Clark
Michael Peplow		J. Coley Clark
		Chairman of the Board of Directors and
		Chief Executive Officer

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June 1, 2009, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First Amendment to Employment Agreement, dated August 1, 2008 (together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the following is added as new Section III, Subsection G of the Employment Agreement:

G.Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

2.The parties acknowledge and agree that the last paragraph of Section IV, Subsection C of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this

Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

3.The parties acknowledge and agree that the following new paragraph is added to the end of Section III, Subsection B of the Employment Agreement

Notwithstanding the foregoing, the parties agree that with respect to Executive’s bonus under the Company’s 2009 Executive Incentive Plan (the “2009 EIP”) (which Plan replaced the Profit Share Plan referenced above), if the Company has not yet paid bonuses to substantially all 2009 EIP participants under the 2009 EIP by March 31, 2009, the Company shall pay to Executive the Company’s best estimate of the bonus due to Executive under the 2009 EIP (the “2009 EIP Estimated Amount”) on or before March 31, 2009.  As soon as practicable after the date that bonuses are paid to substantially all EIP participants, the Company shall determine the definitive amount of bonus that was actually due to Executive under the 2009 EIP.  If the 2009 EIP Estimated Amount exceeds the actual amount due, then the Company shall cause BancTec Limited to withhold the amount of overpayment from the Executive’s base salary payments until such overpayment is repaid.  If the 2009 EIP Estimated Amount is less than the actual amount due, the Company shall cause BancTec Limited to pay to Executive the difference as soon as reasonably practicable.

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Michael Peplow	By:	/s/ J. Coley Clark
Michael Peplow	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of February 1, 2010, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), (ii) First Amendment to Employment Agreement, dated August 1, 2008 (the “First Amendment”), and (iii) the Second Amendment to Employment Agreement, dated June 1, 2009 (the “Second Amendment” and together with the Original Employment Agreement and the First Amendment, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties acknowledge and agree that the paragraph added to the end of Section III, Subsection B of the Employment Agreement, pursuant to Section 3 of the Second Amendment, is hereby deleted and replaced in its entirety by the following:

The parties acknowledge that an amount equal to £10,800 (minus statutory withholdings) has been prepaid by the Company to Executive under the Company’s 2009 Executive Incentive Plan (which Plan replaced the Profit Share Plan referenced above) and included in the Executive’s taxable income for 2009.

2.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

3.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

4.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

5.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Michael Peplow	By:	/s/ J. Coley Clark
Michael Peplow	J. Coley Clark
	Chairman and Chief Executive Officer

[signature page to THIRD amendment to employment agreement]

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of January 4, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and Michael D. Peplow (the “Executive” or “you”).

RECITALS:

WHEREAS, the Company and Executive entered into that certain Employment Agreement, dated May 27, 2007, as amended (the “Employment Agreement”);

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII, thereof, respectively, as provided in this Amendment.

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

1.AMENDMENT OF EMPLOYMENT AGREEMENT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION III, SUBSECTION A OF THE EMPLOYMENT AGREEMENT IS HEREBY DELETED AND REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

III.COMPENSATION.

A. BASE SALARY. DURING THE EMPLOYMENT TERM, THE COMPANY SHALL PAY THE EXECUTIVE A BASE SALARY AT THE ANNUAL RATE OF £200,000 (“BASE SALARY”), PAYABLE IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY’S CUSTOMARY PAYMENT PRACTICES.  THE BASE SALARY SHALL BE SUBJECT TO ANNUAL REVIEW BY THE BOARD OR THE COMPENSATION COMMITTEE (OR SIMILAR COMMITTEE) OF THE COMPANY WHEREUPON THE BASE SALARY MAY BE INCREASED (BUT NOT DECREASED) AT THEIR SOLE DISCRETION.

2.REMAINDER OF EMPLOYMENT AGREEMENT UNCHANGED.  THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1 OF THIS AMENDMENT, THE BALANCE OF THE EMPLOYMENT AGREEMENT REMAINS UNCHANGED AND IS HEREBY RATIFIED AND CONFIRMED IN ALL RESPECTS.

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3.DEFINITIONS.  ALL CAPITALIZED TERMS USED HEREIN WHICH ARE NOT OTHERWISE HEREIN DEFINED SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE EMPLOYMENT AGREEMENT.

4.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF TEXAS.

5.COUNTERPARTS.  THE PARTIES HERETO MAY SIGN ANY NUMBER OF COPIES OR COUNTERPARTS OF THIS AMENDMENT.  EACH SIGNED COPY OR COUNTERPART SHALL BE AN ORIGINAL, BUT EACH OF THEM TOGETHER SHALL REPRESENT THE SAME AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Michael Peplow	By:	/s/ J. Coley Clark
Michael Peplow		J. Coley Clark
		Chairman of the Board of Directors and
		Chief Executive Officer

2

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 9, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated May 27, 2007 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment;

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

1.The parties acknowledge and agree that subsection IV.B.2. is hereby deleted and replaced in its entirety by the following:

“2.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

2.The parties acknowledge and agree that subsection IV.C.3. is hereby deleted and replaced in its entirety by the following:

“3.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one

(1)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

3.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

“2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date,(2) in a lump sum payment to be paid within fourteen (14) calendar days after the termination date (the “Pro Rata Bonus”) in accordance with the Company’s customary payroll processes;”

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

(2)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Michael Peplow	By:	/s/ J. Coley Clark
Michael Peplow	J. Coley Clark
	Chairman and Chief Executive Officer

[signature page to FIFTH amendment to employment agreement]

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation (the “Company”), and Robert R. Robinson (the “Executive” or “you”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to retain the services of the Executive as Vice President and the Executive desires to provide services in such capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved the terms of this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

I.Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, as Vice President of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first anniversary date of the Effective Date (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. As used herein, the term “Effective Date” shall mean the date of November 14, 2008.

II.Duties and Extent of Services.

A.During the Employment Term, the Executive shall serve as Vice President and General Counsel of the Company, reporting to the Chief Executive Officer of the Company (the “Chief Executive Officer”) and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.

B.The Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company’s subsidiaries or affiliates as may from time to time be agreed by the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive’s position as Vice President and General Counsel. The Executive shall not be entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation.

C.The Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall diligently perform to the best of his or her ability all of the required duties as Vice President and General Counsel, and in the other positions or offices of the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any not-for-profit organizations as the Executive may deem appropriate.

III.           Compensation.

A.Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $240,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices. The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”) at a target level that shall not be less than 50% of Base Salary. All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

C.Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company’s employee benefit plans, including life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive acknowledges that participation in such plans may result in the receipt of additional taxable income.

D.Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies. To the extent that the reimbursement of specific expenses for the Executive become taxable income as determined by the Internal Revenue Service then the Company shall reimburse the Executive in an amount equal to the tax liability for all federal, state and local taxes levied in connection therewith.

E.2008 Equity Incentive Plan. You acknowledge that you have been granted a total of 39,171 Restricted Stock Awards (in post one-for-three reverse split numbers) under the 2008 Equity Incentive Plan. You will be issued grant agreements for such Restricted Stock Awards in a form as approved by the Compensation Committee of the Board of Directors.

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IV.           Termination.

A.Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive’s employment for Cause (as defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s termination of employment; (ii) bonus compensation earned but not paid under Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the “Accrued Rights”).

1.For purposes of this Agreement, “Cause” means:

a.a material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this Agreement (other than by reason of permanent disability or death);

b.the Executive’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from Chief Executive Officer or the Board specifying the performance required;

c.any material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;

d.drug or alcohol abuse by the Executive that materially affects the Executive’s performance of the Executive’s duties under this Agreement; or

e.conviction of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral turpitude.

2.For purposes of this Agreement, “Good Reason” means, without the Executive’s express written consent:

a.a reduction in the Executive’s Base Salary or target bonus percentage under the Bonus Plan to less than 50% of Base Salary;

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b.any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the Executive’s position, duties, responsibilities or status as of the Effective Date;

c.a requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive’s principal place of employment as of the Effective Date; or

d.any material failure on the part of the Company to comply with and satisfy the terms of this Agreement;

provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Executive.

B.Termination without Cause/Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

1.the Accrued Rights;

2.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

3.the right to participate at the Company’s expense, for a period of eighteen (18) months from the date of termination, in the Company’s Employee Benefits (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Section IV.B., the Company’s failure to renew the term of Executive’s employment by providing notice prior to the end of the Initial Term or any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.

For purposes of this Section IV.B., “permanent disability” means any disability as defined under the Company’s applicable disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of Executive inaccordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any

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twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

C.Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:

1.the Accrued Rights;

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”);

3.One (1) year’s base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company’s customary payroll practice; and

4.at the Company’s expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights); provided, however, that this right shall terminate upon the Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits.

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “EquityPlan”). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any benefits set forth in Section IV.B. herein.

D.Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar equity plan, if Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if Executive resigns from the Company for Good Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable Equity Plan and award agreement(s).

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V.Certain Payments by the Company.

A.In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the “Covered Payments”), are or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at the time specified in Section V.B. below an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Executive  with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the amount of the Covered Payments.

B.For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as “parachute payments” to the extent they exceed the “2.99 base amount threshold” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company’s independent certified public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

C.For purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:

1.Federal income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, and

2.any applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.

D.In the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at

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the time of such determination, the portion of such prior Tax Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive’s good faith claim for refund or credit is denied.

E.In the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) not later than the end of  Executive’s taxable year following Executive’s taxable year in which the taxes that are subject to the audit or litigation are remitted to any Federal, state or local tax authority, or where as a result of such audit or litigation there are taxes remitted, the end of the Executive’s taxable year following the Executive’s taxable year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation, in accordance Treasury Regulation Section 1.409A-3(i)(1)(v).

F.The Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment (or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but not later than forty-five (45) calendar days after payment of the related Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding the foregoing, in no event may the Tax Reimbursement Payment be paid later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).

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VI.Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, “Section 409A”). The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. The Company shall from time to time compile a list of “specified employees” as defined in, and pursuant to the Final Regulations under Section 409A or any successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive with respect thereto.

VII.Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments and benefits pursuant to this Agreement, the Executive, or, in the case of Executive’s death or permanent disability that prevents the Executive from performing Executive’s obligation under this Section VII, Executive’s personal representative, and Executive’s beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and affiliates and their respective directors, officers, employees, attorneys and agents; provided, however, that such effective release will not affect any right that the Executive, or in the event of Executive’s death, Executive’s personal representative or beneficiary, otherwise has to any payment or benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive’s employment.

VIII.Confidentiality; Ownership.

A.During the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how, information, documents or materials owned, developed or possessed by the Company (the “Protected Information”) and the Executive agrees that Executive shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention

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of any of the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect their interests in any Protected Information.

B.The Executive agrees and acknowledges that the covenant against the unauthorized use of the Company’s Protected Information, as set forth in this Section VIII, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors.

C.The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive’s right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.

D.During the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive’s name and image throughout the world in its advertising and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have the right to allow use of Executive’s name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive’s duties hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive’s name and image throughout the world solely in connection with promotional materials related to the history of

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the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant subsidiary or affiliate or their businesses or product lines.

E.The provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive’s employment hereunder, irrespective of the reason for any termination.

IX.Restrictive Covenants.

A.During the term of the Executive’s employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:

1.directly or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third party;

2.engage in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a “Restricted Business”), or

3.directly or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.

B.The Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the Company’s business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive’s services or provide him with access to its Protected Information without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable and, as so modified, to be fully enforced. However, notwithstanding any other provision of this Agreement, Executive’s post-employment provision of legal services to any then-current client of Executive shall not be interpreted to contravene this Article IX provided that Executive has

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neither used nor disclosed any Protected Information in the provision of such legal services.

X.Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.

XI.Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive’s coverage under applicable employee benefit plans.

XII.Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive’s employment, compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto.

XIII.Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

XIV.Governing Law; Confidential Arbitration.

A.This Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws principles.

B.Except for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American

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Arbitration Association, before a panel of three (3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years. The parties agree that they shall be entitled to file dispositive motions. Any award rendered pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees. The arbitrators shall never have the authority to award exemplary, punitive, consequential, special or incidental damages or loss of profits to any injured party. Such arbitration and all related documents will be confidential, unless disclosure is required by law.

C.The parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively filed and conducted in Dallas County, Texas.

XV.Assignability.The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.

XVI.Severability.If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

XVII.Notices.All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:

BancTec, Inc.

2701 E. Grauwyler Rd.
Irving, Texas 75061
Attention: Legal Dept.
Facsimile: (972) 821-4831

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The Executive:

Robert R. Robinson
5915 Oakcrest Rd.
Dallas, Texas 75248

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three (3) days after deposit (postage prepaid) with the U.S. mail service.

XVIII.Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of January 1, 2009, to be effective and binding on the Effective Date.

BANCTEC, INC.
By:	/s/ J. Coley Clark
Name:	J. Coley Clark
Title:	Chief Executive Officer and Chairman of the Board
/s/ Robert R. Robinson
Robert R. Robinson

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into as of July 1, 2009, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, dated January 1, 2009 (the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment.

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

1.The parties The parties acknowledge and agree that Section III, Subsection A and Section III, Subsection B of the Employment Agreement are hereby deleted and replaced in its entirety by the following:

A.Base Salary.  During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $265,000 (“Base Salary”), payable in regular installments in accordance with the Company’s customary payment practices.  The Base Salary shall be subject to annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.

B.Annual Incentive Bonus Compensation.  The Executive shall be entitled to participate in the annual Executive Incentive Plan (the “Bonus Plan”) at a target level that shall not be less than 75% of Base Salary.  All such opportunities shall be subject to the terms and conditions of the Bonus Plan, which are incorporated herein by reference.

2.The parties acknowledge and agree that the following is added as new Section III, Subsection G of the Employment Agreement:

G.Immediate Vesting of Equity Incentive Awards Prior to Change of Control.  Notwithstanding anything to the contrary contained in the Equity Plan (as defined below) or other similar equity plan, if a Change of Control (as defined below) occurs, all equity awards granted to the Executive during the Employment Term shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the

applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive’s employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

3.The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid as soon as practicable following review and acceptance of the prior years’ audit by the Audit Committee of the Board or by June 30 of the year following the end of the calendar year to which such bonuses relate, whichever occurs first (the “Pro Rata Bonus”);

4.The parties acknowledge and agree that the last paragraph of Section IV, Subsection C of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

For purposes of this Agreement, “Change of Control” shall have the same meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity Plan”).  For the avoidance of doubt, if the Executive receives severance benefits as set forth in this Section IV.C., such benefits shall be in lieu of any severance benefits set forth in Section IV.B. herein.

4.The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Robert R. Robinson	By:	/s/ J. Coley Clark
Robert R. Robinson	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO EMPLOYMENT AGREEMENT]

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Amendment”) is made and entered into as of March 9, 2011, by and between BancTec, Inc., a Delaware corporation (the “Company”) and the undersigned executive officer of the Company (the “Executive” or “you”).

RECITALS:

WHEREAS, the parties hereto entered into that certain (i) Employment Agreement, effective November 14, 2008 (the “Original Employment Agreement”), as previously amended (all amendments together with the Original Employment Agreement, the “Employment Agreement”); and

WHEREAS, the parties hereto desire to amend the Employment Agreement in accordance with Section XII thereof, as provided in this Amendment;

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

1.             The parties acknowledge and agree that subsection IV.B.2. is hereby deleted and replaced in its entirety by the following:

“2.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(1) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

2.             The parties acknowledge and agree that subsection IV.C.3. is hereby deleted and replaced in its entirety by the following:

“3.One (1) year’s base salary as of the termination date,(1) to be paid regularly over the course of such year in accordance with the Company’s customary severance and payroll processes, and one

(1)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

times (1x) the annual target bonus under the Bonus Plan in effect on the termination date,(2) to be paid upon the earlier to occur of (i) the date other executive bonuses are generally paid under such Bonus Plan for the relevant bonus measurement period or (ii) April 1 of the calendar year following the year of the termination date; and”

3.             The parties acknowledge and agree that Section IV, Subsection C.2. of the Employment Agreement is hereby deleted and replaced in its entirety by the following:

“2.a pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the Executive’s annual target bonus under the Bonus Plan in effect as of the termination date,(2) in a lump sum payment to be paid within fourteen (14) calendar days after the termination date (the “Pro Rata Bonus”) in accordance with the Company’s customary payroll processes;”

4.             The parties hereby acknowledge and agree that except as expressly provided above, the balance of the Employment Agreement remains unchanged and is hereby ratified and confirmed in all respects.

5.             All capitalized terms used herein which are not otherwise herein defined shall have the meanings ascribed to them in the Employment Agreement.

6.             This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, as applied to contracts made and performed within the State of Texas.

7.             The parties hereto may sign any number of copies or counterparts of this Amendment.  Each signed copy or counterpart shall be an original, but each of them together shall represent the same agreement.

[The remainder of this page is intentionally left blank.]

(2)  Unless such base salary or target bonus has been unilaterally reduced giving rise to a right of the Executive to resign for Good Reason, in which case the severance amount for salary and bonus calculations shall be based on the highest salary and the highest target bonus the Executive earned or was eligible to attain at any time pursuant to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written, to be effective and binding as of such date.

EXECUTIVE	BANCTEC, INC.
/s/ Robert R. Robinson	By:	/s/ J. Coley Clark
Robert R. Robinson	J. Coley Clark
	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]

EX-10.9

Exhibit 10.9

2701 E. Grauwyler Road
Irving, TX 75061
972-821-4000

July 8, 2010

Mark Trivette

Dear Mark:

We are pleased to offer you employment with BancTec as Vice President and Controller.  This offer is contingent upon receiving favorable results from your background investigation and your drug test.  Upon receipt of positive results of the background investigation and drug test, you will be notified of a start date.  Our projected start date is August 1, 2010.  This is an exempt position.

Your annual salary will be $225,000 paid on a bi-weekly basis.  You will be eligible to participate in the annual Executive Incentive Plan (the “Bonus Plan”) at a target level up to 50% of Base Salary, subject to applicable withholding, depending on the Company’s performance against the financial and other objectives set forth in the Bonus Plan.  All terms and conditions of the Bonus Plan shall apply.

Subject to Board of Directors’ approval, you will be granted 30,000 restricted stock awards in one or more of BancTec’s Equity Incentive Plans.  Vesting criteria will be set by the Compensation Committee of the Board of Directors.

You will be eligible to participate in the standard employee benefit plans including 401(k), life insurance, medical, dental, vision, accident, and disability.  In addition to the nine (9) paid holidays plus a Diversity Day that BancTec offers annually, you are eligible for an enhanced vacation benefit of four (4) weeks per year.

If you are separated by BancTec without Cause (as defined below), other than by reason of death or permanent disability as defined under BancTec’s applicable disability insurance policy, or you resign for Good Reason (as defined below), you shall be entitled to receive an enhanced severance payment, contingent upon signing a full release of all claims against BancTec, its officers, directors and employees, in a form acceptable to BancTec, in an amount equal to (i) 365 calendar days of base salary to be paid in accordance with BancTec’s severance policy, and (ii) in the event you elect to participate in BancTec’s benefit plans through COBRA, BancTec will reimburse you for 100% of your COBRA premiums for the first 365 calendar days after your separation; provided, however, that this right shall terminate upon your employment by a company offering welfare benefits, whether or not you elect to receive such benefits.

For purposes of this letter, “Cause” shall mean:

·a material breach of, or the failure or refusal by you to perform and discharge duties or obligations you have agreed to perform or assume under this letter (other than by reason of permanent disability or death);

·your failure to follow a lawful directive of BancTec (or to take action that is reasonably calculated to lead to following such a directive) that is within the scope of your duties for a period of ten (10) business days after notice from BancTec specifying the performance required;

·any material violation by you of a policy contained in the Code of Conduct of BancTec or other policy document;

·any act reasonably calculated to cause injury to BancTec, including, but not limited to, damage to its reputation or standing in its industry;

·indictment for a felony involving deceit, dishonesty, or fraud (“indictment” for these purposes means an indictment, probable cause hearing, or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); or

·conviction of, or plea of guilty or nolo contendere to, any crime that constitutes a felony or any crime involving moral turpitude.

You shall not be eligible for any severance benefits if terminated for Cause and other than those obligations required by law, BancTec will not have any further financial obligation to you.

For purposes of this letter, “Good Reason” means, without your express written consent:

·a reduction in your base salary, a material reduction in your eligibility to participate in Company benefits or an exclusion from participation in the applicable Company bonus program (currently, the Bonus Plan);

·any material reduction in your duties or responsibilities;

·requiring you to relocate your principal office space more than 50 miles from the location at the start of your employment; or

·any other action or combination of actions that constitute a constructive termination under applicable law;

provided, that a termination by you with Good Reason shall be effective only if you deliver to the Company a notice of termination for Good Reason within ninety (90) days after you first learn of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to your reasonable satisfaction.

If your employment is terminated by BancTec without Cause (other than by reason of death or permanent disability) or if you resign from BancTec for Good Reason, (i) at the request of any third party participation in or causing a Change of Control (as defined in BancTec’s 2009 Equity Incentive Plan) or (ii) within one (1) year following a Change of Control, contingent upon signing a full release of all claims against BancTec, its officers, directors and employees, in a form acceptable to BancTec, you shall be entitled to receive:

·a pro rata portion of the bonus under the Bonus Plan you would have received if you remained an employee of BancTec through the end of the applicable calendar year, in a

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lump sum payment to be paid no later than six (6) months following the end of the calendar year to which such bonuses relate (the “Pro Rata Bonus”); and

·one year of base salary; and

·subject to the approval of the Compensation Committee of the BancTec Board of Directors, notwithstanding anything to the contrary contained in the applicable equity plan and award agreements, if a Change of Control occurs, all equity awards granted to you and in force as of the time of the Change of Control shall vest and (for option grants) become immediately exercisable immediately prior to the occurrence of the Change of Control, and (for option grants) shall be exercisable until the earlier to occur of (i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of your employment, after which all such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to post-employment exercises set forth in the applicable equity plan and award agreement(s).

Please note that if you accept this offer, you have up to thirty (30) days from your first day of employment to enroll in BancTec’s health, dental, additional life, additional AD&D and/or other related benefit plans.

If you do not sign up for BancTec’s benefit plans within the first thirty (30) days of employment, you will not have another opportunity to do so until the company’s next official annual enrollment period unless you have a qualified “change in status.”  The benefits plans you choose during this initial enrollment period will go into effect on the 31st calendar day after your date of hire.

We look forward to your joining our company as we feel you will make a tremendous contribution to our team.  Please indicate your acceptance by signing and returning this letter to Brenda Gossett, your Human Resources Representative, within five (5) working days or this offer will be void.  Please return your Post Employment form with this letter.  Please return your W-4 withholdings and I-9 form along with the required documents by your first day of employment.  Our fax number is (972) 821-4877.  If you have any questions, please contact Brenda at (972) 821-4780.

Be advised that this is not an employment contract.  Your employment is not for any specific time and may be terminated at will, with or without cause, and without prior notice by the Company or you may resign for any reason at any time.

Sincerely,
/s/ Jeffrey D. Cushman
Jeffrey D. Cushman
Chief Financial Officer
	Acceptance:	/s/ Mark Trivette	7/20/10
	Start Date: August 9th 2010

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EX-10.33

Exhibit 10.33

FORM OF

BANCTEC, INC.

2009 Equity Incentive Plan
Option Award Agreement

SECTION 1.GRANT OF OPTION AWARD

BancTec, Inc. (the “Company”) hereby grants to the undersigned (the “Optionee”), on                    , 20        , an option to purchase the shares of common stock of the Company, par value $0.01 per share, in the amount set forth on the signature page hereto (the “Option”) pursuant to the terms and conditions set forth in this agreement (the “Agreement”) and the BancTec, Inc. 2009 Equity Incentive Plan (the “Plan”).  The Option is a nonqualified stock option.  Capitalized terms not defined herein shall have the same meaning as in the Plan.

SECTION 2.EXERCISE PRICE

(a)The exercise price of the Option shall be $                    per Share, subject to any adjustments as set forth in the Plan (the “Option Price”).

SECTION 3.VESTING SCHEDULE

(a)The Option shall vest according to the following schedule:

Vesting Date	Amount to be Vested
, 2009	(25	)%
, 2010	(25	)%
, 2011	(25	)%
, 2012	(25	)%

(b)For purposes of this Agreement, “Vested Option” shall refer to the portion of the Option that is vested at such time.

(c)For purposes of this Agreement, “Unvested Option” shall refer to the portion of the Option that is not vested at such time.

(d)If the Optionee’s employment with the Company is terminated by the Company without Cause (other than by reason of death or permanent disability (as defined in the Employment Agreement (defined below)) or by the Optionee for Good Reason, any Unvested Option at such time shall immediately vest in full and become immediately exercisable.

SECTION 4.EXERCISE PROCEDURES.

(a)Notice of Exercise.  The Optionee or the Optionee’s representative may exercise a Vested Option by giving written notice to the Company specifying the election to exercise a Vested Option, the number of Shares for which it is being exercised and the form of payment (the “Notice of Exercise”).  The Notice of Exercise shall be signed by the person exercising a Vested Option.  In the event that a Vested Option is being exercised by the Optionee’s representative, the Notice of Exercise shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise a Vested Option.  The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the Notice of Exercise, payment in a form permissible under the Plan for the full amount of the number of Shares for which the Vested Option is being exercised multiplied by the Option Price (the “Exercise Amount”).  In addition, the Company shall be entitled to require, as a condition of delivery of the Shares upon exercise, that the Optionee or the Optionee’s representative remit an amount in cash sufficient to satisfy all applicable withholding taxes relating thereto; provided that to the extent permitted by the Committee, the Optionee or the Optionee’s representative elects to satisfy the obligation to pay any withholding tax, in whole or in part, by having the Company retain Shares that would otherwise be delivered upon exercise or that were previously owned by the Optionee that are sufficient in value (valued at their Fair Market Value as of the day immediately prior to the date of exercise) to cover the amount of such withholding tax.

(b)Receipt of Stock; Book Entry Procedures.  After receiving a Notice of Exercise, unless otherwise determined by the Committee or required by any applicable law, rule or regulation, the Company shall record in the books of the Company (or, as applicable, its transfer agent or stock plan administrator) the number of Shares owned by the Optionee (or as applicable, his beneficiaries) and shall deliver to the Optionee certificates evidencing Shares issued in connection with any Vested Option.

SECTION 5.TERM AND EXPIRATION.

(a)Basic Term.  Subject to earlier termination in accordance with subsection (b) below, the exercise period of this Option shall expire ten (10) years after the date it is granted (the “Term”).

(b)Termination of Employment.  If the Optionee’s employment with the Company terminates for any reason, then (1) any Unvested Option shall be forfeited upon the effective date of such termination (except as otherwise set forth in Section 3(d) of this Agreement) and (2) the exercise period for a Vested Option shall expire on the earliest of the following occasions:

(i)The expiration date determined pursuant to Subsection (a) above;

(ii)The effective date of termination if such termination is for Cause; or

(iii)The date ninety (90) days after the effective date of termination if the Optionee’s employment is terminated (x) by the Company without Cause (other than by reason of death or permanent disability), or (y) by the Optionee for Good Reason.

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SECTION 6.DEFINITIONS

(a)“Cause” shall mean:

(i)a material breach of, or the willful failure or refusal by the Optionee to perform and discharge duties or obligations the Optionee has agreed to perform or assume under that certain Employment Agreement, between the Company and the Optionee, dated [           ], as amended (the “Employment Agreement”) (other than by reason of permanent disability or death);

(ii)the Optionee’s failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Optionee’s duties for a period of ten (10) business days after notice from the Chief Executive Officer or the Board specifying the performance required;

(iii)any material violation by the Optionee of a policy contained in the Code of Conduct of the Company or similar publication;

(iv)drug or alcohol abuse by the Optionee that materially affects the Optionee’s performance of the Optionee’s duties under the Employment Agreement; or

(v)conviction of, or the entry of a plea of guilty or nolo contendere by the Optionee for, any felony or other crime involving moral turpitude.

(b)“Good Reason” shall mean, without the Optionee’s express written consent:

(i)a reduction in the Optionee’s Base Salary or target bonus percentage under the Bonus Plan to less than [     ]% of Base Salary;

(ii)any change in the position, duties, responsibilities (including reporting responsibilities) or status of the Optionee that is adverse to the Optionee in any material respect with the Optionee’s position, duties, responsibilities or status as of the date of the Employment Agreement;

(iii)a requirement by the Company that the Optionee be based in an office that is located more than fifty (50) miles from the Optionee’s principal place of employment as of the date of the Employment Agreement; or

(iv)any material failure on the part of the Company to comply with and satisfy the terms of the Employment Agreement;

provided, that a termination by the Optionee with Good Reason shall be effective only if the Optionee delivers to the Company a notice of termination for Good Reason within ninety (90) days after the Optionee first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to Good Reason to the reasonable satisfaction of the Optionee.

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SECTION 7.MISCELLANEOUS PROVISIONS.

(a)Rights as a Shareholder.  Neither the Optionee nor the Optionee’s representative shall have any rights as a shareholder with respect to any Shares subject to this Option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by (i) filing a Notice of Exercise, and (ii) paying the Exercise Amount as provided in this Agreement.

(b)Tenure.  Nothing in the Agreement or Plan shall confer upon the Optionee any right to continue in employment with the Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary or parent of the Company employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

(c)Notification.  Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid.  A notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company.

(d)Entire Agreement.  This Agreement, the Plan and any Employment Agreement (if applicable) constitute the entire contract between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.  In the event that the terms of this Agreement, any Employment Agreement (if applicable) and the Plan are in conflict, the terms of the Plan shall govern.

(e)Waiver.  No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f)Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Optionee, the Optionee’s assigns and the legal representatives, heirs and legatees of the Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof.

(g)Choice of Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such state.

[Signature page follows.]

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Please acknowledge receipt of this Agreement by signing the enclosed copy of this Agreement in the space provided below and returning it promptly to the Secretary of the Company.

BANCTEC, INC.
BY:
	J. Coley Clark
	Chief Executive Officer and
	Chairman of the Board of Directors

OPTIONEE

Accepted and Agreed to
As of                         , 20[   ]

BY:

Option:

Grant Number:

[SIGNATURE PAGE TO OPTION AWARD AGREEMENT, EXECUTIVES]

EX-10.37

Exhibit 10.37

AGREEMENT OF PURCHASE AND SALE

by and between

BANCTEC, INC.,

a Delaware corporation,

as SELLER

and

AG NET LEASE ACQUISITION CORP.,

a Delaware corporation,

as BUYER

TABLE OF CONTENTS

		Page
ARTICLE 1 CERTAIN DEFINITIONS		1
ARTICLE 2 PURCHASE AND SALE OF PROPERTY		5
Section 2.1	Sale	5
Section 2.2	Purchase Price	6
ARTICLE 3 BUYER’S DUE DILIGENCE		6
Section 3.1	Due Diligence	6
ARTICLE 4 TITLE		8
Section 4.1	Transfer of Title	8
Section 4.2	Evidence of Title	8
ARTICLE 5 SELLER’S REPRESENTATIONS AND WARRANTIES		8
Section 5.1	Representations and Warranties of Seller	8
Section 5.2	Survival; Limitation of Liability	14
Section 5.3	Seller’s Knowledge	14
Section 5.4	Indemnification	14
ARTICLE 5A BUYER’S REPRESENTATIONS AND WARRANTIES		15
Section 5A.1	Representations and Warranties of Buyer	15
Section 5A.2	Survival; Limitation of Liability	16
Section 5A.3	Indemnification	16
ARTICLE 6 RISK OF LOSS AND INSURANCE PROCEEDS		16
Section 6.1	Casualty	16
Section 6.2	Condemnation	17
ARTICLE 7 BROKERS AND EXPENSES		17
Section 7.1	Brokers	17
Section 7.2	Expenses	18
ARTICLE 8 COVENANTS OF SELLER		18
Section 8.1	Buyer’s Approval of Agreements Affecting the Property	18
Section 8.2	Material Adverse Changes	19
ARTICLE 9 CONDITIONS TO CLOSING		19
Section 9.1	Conditions to Buyer’s Obligation to Close	19
Section 9.2	Conditions to Seller’s Obligation to Close	20
Section 9.3	Failure to Satisfy Conditions	20

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ARTICLE 10 CLOSING AND ESCROW		21
Section 10.1	Escrow Instructions	21
Section 10.2	Closing	21
Section 10.3	Deposit of Documents	21
Section 10.4	Pro-rations	22
Section 10.5	Indemnification	23
ARTICLE 11 MISCELLANEOUS		23
Section 11.1	Notices	23
Section 11.2	Entire Agreement	24
Section 11.3	Entry and Indemnity	24
Section 11.4	Time	25
Section 11.5	Further Assurances	25
Section 11.6	Jury Trial Waiver	25
Section 11.7	No Merger	25
Section 11.8	Assignment	25
Section 11.9	Counterparts and Facsimile	25
Section 11.10	Governing Law; Consent to Jurisdiction	26
Section 11.11	Confidentiality	26
Section 11.12	Maintenance of the Property, Insurance	27
Section 11.13	Interpretation of Agreement	27
Section 11.14	General Rules of Construction	27
Section 11.15	Authority of Buyer	27
Section 11.16	Limited Liability	27
Section 11.17	Amendments	28
Section 11.18	Attorney fees	28

ii

SCHEDULES

Schedule 4.2 — Permitted Exceptions

Schedule 5.1(h) — Third Party Consents

Schedule 5.1(j) — Contracts

Schedule 5.1(k) — Permits

Schedule 5.1(l) — Plans

Schedule 5.1(m) — Warranties

Schedule 5.1(n) — Certificates of Occupancy

Schedule 5.1(q) — Notices of Non-Compliance

Schedule 5.1(s) — Agreements with Governmental Authorities

Schedule 5.1(v) — Existing Mortgage

Schedule 5.1(z) — Property Condition Report

Schedule 5.1(aa) — Texas Department of Transportation Documents

Schedule 5.1(cc) — Existing Insurance Policies

Schedule 5.1(dd) — Parking Spaces

Schedule 5.1(ee) — Financial Statements

EXHIBITS

Exhibit A — Real Property

Exhibit B — Equipment

Exhibit C — Form of Deed

Exhibit D — Form of Bill of Sale

Exhibit E — Form of Guaranty

Exhibit F — Form of Guarantor’s Certificate

Exhibit G — Form of FIRPTA Affidavit

Exhibit H — Form of Owner’s Affidavit

Exhibit I — Form of Tenant Waiver Letter

Exhibit J — Form of ACH Authorization

iii

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) dated as of November 12, 2010 (the “Effective Date”), is by and between BancTec, Inc., a Delaware corporation (“Seller”), and AG Net Lease Acquisition Corp., a Delaware corporation (“Buyer”).

WITNESSETH:

WHEREAS, Seller is the owner of that certain Property defined herein; and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Property on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE 1

CERTAIN DEFINITIONS

“Act of Bankruptcy” means (i) the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of Seller of a substantial part of its property, (ii) the admission by Seller in writing of its inability to pay its debts as they become due, (iii) the making of a general assignment for the benefit of Seller’s creditors, (iv) the commencement by or against Seller of a voluntary or involuntary proceeding under the Bankruptcy Code or any federal or state insolvency laws or laws for the composition of indebtedness or for the reorganization of debtors, (v) the adjudication of Seller as a bankrupt or insolvent or (vi) the taking of any action for the purpose of effecting any of the foregoing.

“Agreement” is defined in the introductory paragraph of this Agreement.

“Apportioned Items” is defined in Section 10.4(a).

“Appurtenances” is defined in Section 2.1(c).

“Bankruptcy Law” is defined in Section 5.1(g).

“Bill of Sale” is defined in Section 4.1(b).

“Broker” is defined in Section 7.1.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Buyer” is defined in the introductory paragraph of this Agreement.

“Buyer Indemnified Parties” is defined in Section 5.4.

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“Buyer’s Closing Deliveries” is defined in Section 10.3(b).

“Buyer Transaction Expenses” is defined in Section 7.2(a).

“Certificates of Occupancy” is defined in Section 5.1(n).

“Closing” means the consummation of the purchase and sale contemplated hereunder.

“Closing Date” is defined in Section 10.2.

“Code” is defined in Section 10.3(a).

“Contracts” is defined in Section 2.1(f).

“Custodian” is defined in Section 5.1(g).

“Deed” is defined in Section 4.1(a).

“Effective Date” is defined in the introductory paragraph of this Agreement.

“Environmental Law” means (a) whenever enacted or promulgated, any applicable federal, state, foreign or local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity (i) relating to pollution (or the cleanup thereof), or the protection of air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (ii) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of any Hazardous Substance, Hazardous Condition or Hazardous Activity, as now or hereafter in effect and (b) any common law or equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations or injuries or damages due to or threatened as a result of the presence of, exposure to, or inadvertent ingestion of, any Hazardous Substance.  The term Environmental Law includes, without limitation, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and Health Act, the National Environmental Policy Act and the Hazardous Materials Transportation Act, each as amended and hereafter in effect and any similar state or local law.

“Environmental Reports” is defined in Section 5.1(p).

“Environmental Violation” means (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, release, seepage, filtration or transporting of any Hazardous Substance at, upon, under, onto or within the Property, or from the Property to the environment, in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any

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liability to any federal, state or local government or any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Property or which extends to any adjoining property in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to any federal, state or local government or to any other Person for the costs of any removal or remedial action or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding of any drums, barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, (d) any activity, occurrence or condition which could result in any liability, cost or expense to Buyer, Seller, Buyer’s lender or any other owner or occupier of the Property, or which could result in a creation of a lien on the Property under any Environmental Law or (e) any violation of or noncompliance with any Environmental Law.

“Equipment” is defined in Section 2.1(e).

“Existing Insurance Policies” is defined in Section 5.1(cc).

“Existing Mortgage” is defined in Section 5.1(v).

“Financial Statements” is defined in Section 5.1(ee).

“Fixtures” is defined in Section 2.1(d).

“GAAP” means generally accepted accounting principles consistently applied.

“Governmental Authority” means any federal, state or local government, authority, agency or regulatory body.

“Guarantors” means BTC International Holdings, Inc., DocuData Solutions, L.C., BTC Ventures, Inc., BancTec (Puerto Rico), Inc., Recognition Mexico Holding, Inc., and BTI Technologies, L.P.

“Hazardous Activity” means any activity, process, procedure or undertaking which directly or indirectly (a) procures, generates or creates any Hazardous Substance, (b) causes or results in (or threatens to cause or result in) the release, seepage, spill, leak, flow, discharge or emission of any Hazardous Substance into the environment (including the air, soil, ground water, watercourses or water systems), (c) involves the containment or storage of any Hazardous Substance or (d) would cause the Property or any portion thereof to become a hazardous waste treatment, recycling, reclamation, processing, storage or disposal facility within the meaning of any Environmental Law.

“Hazardous Condition” means any condition which would support any claim or liability under any Environmental Law, including the presence of USTs.

“Hazardous Substance” means (a) any substance, material, product, petroleum, petroleum product, derivative, compound, mineral (including asbestos), chemical, gas, medical waste, other

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pollutant, or mixture thereof, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety or (b) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law.  Hazardous Substances include, without limitation, any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos-containing materials, urea-formaldehyde foam insulation, lead, mold or other microbial contamination, and polychlorinated biphenyls.

“Improvements” is defined in Section 2.1(b).

“Indemnified Party” is defined in Section 7.1.

“Intangible Property” is defined in Section 2.1(f).

“Lease Agreement” means a Lease Agreement to be entered into as of the Closing Date, between Buyer or its assignee, as landlord, and Seller, as tenant, with respect to the Property, in form and substance to be agreed upon by Buyer and Seller.

“Legal Requirements” means the requirements of all present and future laws, including all permit and licensing requirements and all covenants, restrictions and conditions, including all easement agreements, now or hereafter of record which may be applicable to Seller or to the Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of the Property.

“Outside Date” is defined in Section 10.2.

“Permits” is defined in Section 5.1(k).

“Permitted Encumbrances” means, collectively, (i) Permitted Exceptions and (ii) all Legal Requirements now or hereafter in effect relating to the Property.

“Permitted Exceptions” is defined in Section 4.2.

“Person” means an individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated association, any other entity or any government or any department or agency thereof, whether acting in an individual, fiduciary or other capacity.

“Plans” is defined in Section 5.1(l).

“Property” is defined in Section 2.1.

“Proprietary Information” means any written, oral, documentary or other information (including reports, tests, and studies) relating to the Transaction which is received by one party from the other party (or from third parties through the other party’s authorization) and is not publicly available, including, without limitation, (a) information relating to the ownership, condition, operation and/or financial performance of the Property, (b) the fact that discussions or negotiations are taking place between the parties with respect the Transaction, and (c)

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information relating to the terms and conditions on which Buyer is willing to enter into the Transaction and the terms on which Buyer is able to obtain financing with respect to the Transaction.  Information shall not be deemed Proprietary Information if such information:  (i) is already known to the receiving party without obligation of confidentiality, from a source other than the other party; (ii) is or hereafter becomes publicly known by the receiving party through no wrongful act, fault or negligence of the receiving party; (iii) is received by the receiving party without restriction and without breach of this or any other Agreement from a third party entitled to disclose it or (iv) is independently developed by the receiving party.

“Purchase Price” is defined in Section 2.2(a).

“Real Property” is defined in Section 2.1(a).

“Seller” is defined in the introductory paragraph of this Agreement.

“Seller’s Closing Deliveries” is defined in Section 10.3(a).

“Seller’s Default” means the failure of Seller, without legal excuse, to complete the sale of the Property.

“Specially Designated National or Blocked Person” is defined in Section 5.1(f).

“Tenant” means BancTec, Inc., a Delaware corporation.

“Termination Notice” is defined in Section 9.3(c).

“Third Party Consents” is defined in Section 5.1(h).

“Title Company” means the office of Fidelity National Title Insurance Company located at 1 Park Avenue, Suite 1402, New York, New York  10016, Attn:  Robert L. Simon, Esq.

“Title Policy” is defined in Section 4.2.

“Transaction” means the transactions contemplated in this Agreement.

“TXDOT” is defined in Section 5.1(aa).

“USTs” is defined in Section 5.1(p).

“Warranties” is defined in Section 5.1(m).

ARTICLE 2

PURCHASE AND SALE OF PROPERTY

Section 2.1             Sale.  Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, subject to the terms and conditions set forth herein, all of Seller’s right, title and interest in and to the following:

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(a)the real property having the street address of 2701 East Grauwyler, Irving, Texas 75061 and being more particularly described in Exhibit A (the “Real Property”);

(b)the building containing approximately 310,518 square feet in the aggregate and all other structures and improvements situated on, or affixed or appurtenant to the Real Property (collectively, the “Improvements”);

(c)all tenements, hereditaments, easements, rights-of-way, rights, privileges in and to the Real Property, including (i) easements over other lands granted by any easement agreement and (ii) any streets, ways, alleys, vaults, gores or strips of land adjoining the Real Property (collectively, the “Appurtenances”);

(d)all fixtures located on or affixed to the Real Property or the Improvements described in Exhibit B (collectively, the “Fixtures”);

(e)all machinery, equipment and other property described in Exhibit B (collectively, the “Equipment”); and

(f)all intangible personal property now or hereafter owned by Seller and used in the ownership, use or operation of the Property, including, without limitation, all Plans, Permits, Warranties, leases and lease rights; and utility contracts, service contracts and other agreements (the “Contracts”) (collectively, the “Intangible Property”).

All of the items referred to in subparagraphs (a), (b), (c), (d), (e) and (f) above are collectively referred to as the “Property.”

Section 2.2Purchase Price.

(a)The purchase price of the Property is TWELVE MILLION TWENTY- FIVE THOUSAND DOLLARS ($12,025,000) (the “Purchase Price”).

(b)The Purchase Price shall be paid to Seller in immediately available funds via wire transfer at the Closing.

ARTICLE 3

BUYER’S DUE DILIGENCE

Section 3.1Due Diligence.  Prior to the date of execution of this Agreement, Buyer has completed its due diligence investigation of the Property and its credit analysis and underwriting of Tenant and Guarantors.

Section 3.2Property Condition; AS IS.  OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY IS CONVEYED BY SELLER TO BUYER ON AN AS IS, WHERE IS BASIS WITH ALL FAULTS AND SELLER, EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE DEED OR BILL OF SALE, HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY WARRANTIES OR REPRESENTATIONS

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OF ANY KIND WITH REGARD TO THE PROPERTY INCLUDING, BUT NOT LIMITED TO, PHYSICAL OR ENVIRONMENTAL CONDITION, OR IMPLIED WARRANTIES OF HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, ALL SUCH WARRANTIES OR REPRESENTATIONS BEING EXPRESSLY DISCLAIMED BY SELLER.

BUYER HAS CONDUCTED AN INSPECTION AND FEASIBILITY STUDY OF THE PROPERTY AND UPON EXECUTION AND DELIVERY OF THE DEED AND BILL OF SALE, BUYER WILL BE DEEMED TO BE SATISFIED WITH THE CONDITION THEREOF.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, IT IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY SELLER, OR SELLER’S ENGINEERS, AGENTS, OR CONSULTANTS, IN DETERMINING WHETHER TO PURCHASE THE PROPERTY.  BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY SELLER TO BUYER WITH RESPECT TO THE PROPERTY HAS BEEN OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION.  BUYER FURTHER ACKNOWLEDGES THAT, IF BUYER PROCEEDS TO CLOSING, THE PROPERTY WILL BE DEEMED TO BE SATISFACTORY IN ALL RESPECTS FOR ITS INTENDED USE AND BUYER SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER IN CONNECTION WITH THE PROPERTY, EXCEPT FOR A BREACH OF ANY OF SELLER’S WARRANTIES, REPRESENTATIONS OR COVENANTS CONTAINED HEREIN OR IN THE DEED OR BILL OF SALE.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, OTHER THAN AS SET FORTH IN THIS AGREEMENT, THE DEED OR BILL OF SALE, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE, QUALITY, OR CONDITION OF THE PROPERTY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION; (E) THE HABITABILITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE; OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, SELLER ACKNOWLEDGES AND AGREES THAT THE AS-IS NATURE OF THE TRANSACTION

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AND THE WAIVERS, AGREEMENTS AND ACKNOWLEDGEMENTS OF BUYER SET FORTH HEREIN RELATED TO THE AS-IS NATURE OF THE TRANSACTION SHALL NOT INURE TO THE BENEFIT OF TENANT UNDER THE LEASE AND SHALL NOT LIMIT, MODIFY OR AMEND ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS PROVIDED BY TENANT UNDER THE LEASE.  IN ADDITION, BUYER, IN ITS CAPACITY AS LANDLORD OF THE PROPERTY (OR ANY SUCCESSOR IN INTEREST TO BUYER’S POSITION AS LANDLORD OF THE PROPERTY) SHALL NOT BE PROHIBITED, ESTOPPED, BARRED OR PREVENTED FROM EXERCISING ANY RIGHTS OR REMEDIES AVAILABLE TO LANDLORD UNDER THE LEASE ON ACCOUNT OF THE AS-IS NATURE OF THE TRANSACTION OR THE AGREEMENTS AND ACKNOWLEDGEMENTS OF BUYER SET FORTH HEREIN.

ARTICLE 4

TITLE

Section 4.1Transfer of Title.  At the Closing, Seller shall convey to Buyer title to:

(a)the Real Property, Improvements and Appurtenances by good and sufficient Special Warranty Deed in the form of Exhibit C (the “Deed”); and

(b)the Fixtures, Equipment and Intangible Property by good and sufficient in the form of Exhibit D (the “Bill of Sale”).

Section 4.2Evidence of Title.  Delivery of title in accordance with Section 4.1 shall be evidenced by the willingness of the Title Company to issue, at the Closing, its standard Owner’s Texas Land Title Association Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price showing title to the Real Property, Improvements and Appurtenances vested in Buyer, containing such endorsements as Buyer shall reasonably request and subject to no exceptions other than the following (“Permitted Exceptions”):

(a)interests of tenants in possession;

(b)non-delinquent liens for local real estate taxes and assessments;

(c)the exceptions set forth on Schedule 4.2 attached hereto; and

(d)such other exceptions as Buyer has approved or waived in writing.

ARTICLE 5

SELLER’S REPRESENTATIONS AND WARRANTIES

Section 5.1Representations and Warranties of Seller.  Seller represents and warrants to Buyer that as of the date hereof and the Closing Date:

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(a)Seller is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, is duly qualified to do business in the State of Texas and is in good standing in each other jurisdiction where the nature of the business conducted by it or the properties owned or leased by it requires such qualification.  Seller’s principal place of business is 2701 E. Grauwyler Road, Irving, Texas.

(b)Seller has full power, authority and legal right to sell the Property to Buyer and execute and deliver this Agreement and the Lease Agreement, execute and deliver the Deed, Bill of Sale, and such instruments, documents and agreements as may be necessary or appropriate to effect the Transaction, and perform and observe the terms and conditions of each of the documents described above.

(c)This Agreement (i) is duly authorized, executed and delivered by Seller, (ii) is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, (iii) does not violate any of Seller’s charter documents, (iv) does not conflict with or result in the breach of any judgment, decree, writ, injunction, order or award of any arbitrator, court or Governmental Authority binding upon Seller, and (v) at Closing, will not result in the breach of any term or provision of, or constitute a default, or result in the acceleration of any obligation under any loan agreement, indenture, financing agreement, or any other agreement or instrument of any kind to which Seller is a party or to which Seller or the Property is subject.

(d)All other documents executed by Seller which are to be delivered to Buyer at the Closing, at the time of the Closing, (i) will be duly authorized, executed and delivered by Seller, (ii) will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, (iii) will not violate any of Seller’s charter documents and (iv) will not conflict with or result in the breach of any judgment, decree, writ, injunction, order or award of any arbitrator, court or Governmental Authority binding upon Seller, or result in the breach of any term or provision of, or constitute a default, or result in the acceleration of any obligation under any loan agreement, indenture, financing agreement, or any other agreement or instrument of any kind to which Seller is a party or to which Seller or the Property is subject.

(e)Seller is not a foreign corporation, foreign partnership, foreign trust and/or foreign estate (as those terms are defined in the Internal Revenue Code of 1986, as amended and in the accompanying regulations), and Seller’s U.S. employer identification number is 75-1559633.

(f)Neither Seller nor any of Seller’s members, owners, officers, or directors is a Specially Designated National or Blocked Person.  As used herein, the term “Specially Designated National or Blocked Person” shall mean a Person (i) designated by the Office of Foreign Assets Control at the U.S. Department of the Treasury, or other U.S. governmental entity, and appearing on the List of Specially Designated Nationals and Blocked Persons (http://www.ustreas.gov/offices/enforcement/ofac/sdn/index.shtml), which List may be updated from time to time; or (ii) with whom Buyer or its affiliates are prohibited from engaging in transactions by any trade embargo, economic sanction or other prohibition of United States law, regulation, or Executive Order of the President of the United States.

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(g)Seller has not commenced a voluntary case under Bankruptcy Law nor has there been commenced against Seller an involuntary case under Bankruptcy Law, nor has Seller consented to the appointment of a Custodian of it or for all or any substantial part of its property, nor has a court of competent jurisdiction entered an order or decree under any applicable Bankruptcy Law that is for relief against Seller or appoints a Custodian for Seller or for all or any substantial part of Seller’s property.  The term “Bankruptcy Law” means the United States Bankruptcy Code, 11 U.S.C.A. §§ 101 et seq. or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under and Bankruptcy Law.

(h)Except for the approvals and consents listed in Schedule 5.1(h) (the “Third Party Consents”), no authorizations, consents or approvals of or filings with any Governmental Authority or any other Person is required with respect to Seller for the execution and delivery of this Agreement and the performance of its obligations hereunder.  Seller has obtained, or will have obtained prior to the Closing, all Third Party Consents.

(i)There are no real property leases, licenses or other occupancy agreements currently in effect with respect to the Property.

(j)The list of Contracts in Schedule 5.1(j) is a complete list of all of the Contracts to which Seller is a party that are material to the operation of the Property or the conduct of Tenant’s business operations on the Property.  Seller has provided Buyer with a true and complete copy of each Contract.  Each Contract is in full force and effect and is a legal, valid, binding and enforceable obligation of each of the parties thereto.  None of the Contracts has been amended, modified or supplemented (unless a true and correct copy of the same has been provided to Buyer prior to Closing) and no provision of any of the Contracts has been waived.

(k)The list of permits in Schedule 5.1(k) is a complete list of all permits, licenses, approvals and easements mandated or necessary in order to permit Seller to carry on its business at the Property (the “Permits”).  Seller has provided Buyer with a true and complete copy of each Permit.  To the knowledge of Seller, each Permit (i) has been properly issued and is fully paid for; (ii) is in full force and effect and, to Seller’s knowledge, no suspension, cancellation or amendment of any of such Permit is threatened; and (iii) is transferable and will not (as a consequence of this Agreement or the consummation of the Transaction) be revoked, invalidated, violated or otherwise adversely affected by the Transaction.

(l)The list of plans in Schedule 5.1(l) is a complete list of all building plans, specifications and drawings with respect to the Improvements (the “Plans”) in the possession of Seller regarding the Property.  Seller has delivered to Buyer correct and complete copies of the Plans in Seller’s possession.

(m)The list of warranties in Schedule 5.1(m) is a complete list of all assignable guaranties, warranties, certificates, rights and privileges with respect to the Improvements (the “Warranties”) in the possession of Seller.  Seller has delivered to Buyer correct and complete copies of the Warranties in Seller’s possession.

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(n)The certificates of occupancy listed on Schedule 5.1(n) are true and complete copies of all of the certificates of occupancy required for the occupancy and operation of the Improvements (the “Certificates of Occupancy”).  To the knowledge of Seller, the Certificates of Occupancy have been properly issued and all fees payable in connection therewith have been paid in full.  No applications are pending to amend such Certificates of Occupancy, and there are no pending or, to Seller’s knowledge, threatened proceedings to cancel, suspend, amend or revoke such Certificates of Occupancy and, to Seller’s knowledge, there are no violations of Legal Requirements affecting the zoning, use, development, maintenance, condition or operation of the Property, or any portion thereof (including the conduct of business operations thereon).

(o)To Seller’s knowledge, all water, sewer, gas, electric, telephone, cable, drainage facilities and all other utilities required by applicable Legal Requirements or by the use and operation of the Property (as determined by Seller), together with all easements and rights of way necessary for the use and enjoyment thereof, are installed to the property lines of the Property and are connected pursuant to valid permits, so as to comply with applicable Legal Requirements.  All permits and connection fees are fully paid as of the Effective Date.  To Seller’s knowledge, no fact or condition exists which would reasonably be expected to result in the termination of such utility services to the Property.

(p)Seller is and has been in compliance with all Environmental Laws, and Seller has not received any written notice, report or information regarding any violations of, or any corrective, investigatory or remedial obligations, arising under Environmental Laws with respect to the present operations of the Property.  Seller has delivered to Buyer complete, unedited and unredacted copies of the environmental reports previously obtained by Seller (the “Environmental Reports”).  The Environmental Reports are the latest reports relating to environmental conditions at or about the Property that Seller possesses.  Seller has received no written notice of, and Seller otherwise has no knowledge of, any hazardous or toxic substances, materials or wastes, pollutants or contaminants (including, without limitation, petroleum and petroleum products, asbestos, PCBs and lead-based paint) at the Property.  Except as set forth in Schedule 5.1(p), Seller has no knowledge of any underground storage tanks (the “USTs”) located on or under the Property.

(q)Other than as set forth on Schedule 5.1(q), Seller has not received any notice that the Property is not in compliance with all applicable Legal Requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C.A. §§ 1201 et seq., or with any requirements of every Governmental Authority, including without limitation zoning, subdivision, building and environmental requirements.

(r)The Property is separately assessed for purposes of ad valorem real property taxes.  All platting and replatting requirements in respect of the Real Property have been satisfied to accommodate the operation of the Improvements and no subdivision or parcel map not already obtained is required to transfer the Property to Buyer.  There is no special or preferential assessment in effect with respect to the Property.

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(s)Based on Seller’s review of the letter dated September 27, 2010 from Chief Planner of the City of Irving, Texas, the Real Property is presently zoned M-FW (Freeway).  No variances or special exception is required for the operation and use of the Improvements.  To Seller’s knowledge, except as disclosed in Schedule 5.1(s), there are no agreements with any Governmental Authority which affect the Property.

(t)To Seller’s knowledge, there are no actions, suits, proceedings or governmental investigations pending or, to Seller’s knowledge, threatened against or affecting Seller, any Guarantor or the Property at law or in equity before any court or administrative office or agency:  (i) which could reasonably be expected to adversely affect Seller’s right to sell and/or lease the Property; (ii) which could reasonably be expected to result in any material adverse change in Seller’s or any Guarantor’s business or financial condition; (iii) which could reasonably be expected to materially and adversely affect the current use or operation of the Property or (iv) which could reasonably be expected to materially and adversely affect (A) Seller’s ability to perform its obligations under this Agreement or the Lease Agreement or (B) any Guarantor’s ability to perform its obligations under the Guaranty.

(u)Except as set forth in Schedule 4.2, Seller has good and indefeasible fee simple title to the Property, free and clear of all liens and encumbrances other than the Existing Mortgage and Permitted Encumbrances.  Seller acknowledges that Recognition Equipment Incorporated is the record owner of the Property according to the land records of Dallas County, Texas.  Seller represents and warrants that Seller became the owner of the Property through its acquisition, through merger, of BancTec USA, Inc., which had previously acquired, through merger, Recognition International, Inc., which was formerly known as Recognition Equipment Incorporated.

(v)Except for the indebtedness set forth in Schedule 5.1(v) (the “Existing Mortgage”), the Property is not pledged to secure any indebtedness of Seller or any other Person and any lien on the Property shall be released on or before the Closing Date.

(w)There are no existing unrecorded deeds, mortgages, land contracts, options to purchase, agreements or other instruments adversely affecting title to the Property, and, to Seller’s knowledge, none of Seller or any agent, officer, employee or principal thereof has done anything to create any unrecorded lien, encumbrance, transfer of interest, constructive trust, or other equity in the Property whatsoever.

(x)All real property taxes and assessments due with respect to the Property have been paid in full or will be paid in full prior to delinquency.  There are no tax appeals, tax certiorari proceedings, tax reduction proceedings or tax protests pending with respect to the Property.

(y)Seller has not received notice (or, if any such notice has been received, such notice is no longer pending or active) from any Governmental Authority or any other entity responsible therefor of any fact or condition that would reasonably be expected to result in the termination of (i) the current, unimpaired vehicular and pedestrian access from the Property to

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presently existing public roads or (ii) access from the Property to existing sewer or other utility facilities servicing, adjoining or situated on the Property.

(z)To Seller’s knowledge and except as disclosed in the property condition report attached hereto as Schedule 5.1(z), the Improvements and Equipment are in good condition and repair and there are no physical or mechanical defects in the Improvements, including without limitation the roof, the structural components, the plumbing, heating, ventilation, air conditioning, elevators, fire detection and electrical systems.  To Seller’s knowledge, all such items described in the previous sentence are in good operating condition and repair.  There is no actual or, to Seller’s knowledge, threatened settlement, earth movement, termite infestation or damage, or mold or other microbial contamination affecting the Property.

(aa)To Seller’s knowledge, there are no condemnation, eminent domain, zoning or other land-use regulation proceedings, either instituted or planned to be instituted, which would materially and adversely affect either the use and operation of the Property for its present use or the value of the Property, nor has Seller received written notice of any special assessment proceedings affecting the Property.  Seller acknowledges that, prior to the date of this Agreement, Seller and the Texas Department of Transportation (“TXDOT”) had entered into negotiations related to the conveyance of a portion of the Property to TXDOT in connection with widening the John W. Carpenter Freeway (State Highway 183) located on the northern border of the Property and Seller represents that attached hereto as Schedule (aa) are true and correct copies of all documents and correspondence related to the negotiations with TXDOT.

(bb)The Property is not located in any conservation or historic district, or in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards unless indicated on the Survey.

(cc)Schedule 5.1(cc) contains a list of the existing insurance policies maintained by Seller with respect to the Property (the “Existing Insurance Policies”).  Seller has not received any written notice or demand from any of the insurers of all or any portion of the Property (or insurers of any activities conducted thereon) to correct or change any physical condition on the Property or, to Seller’s knowledge, any practice of Seller.  Seller is in compliance with the requirements of all insurance policies affecting all or any portion of the Property.

(dd)Schedule 5.1(dd) sets forth the number of parking spaces at the Property.  Seller has not received any written notices that the parking at the Property is not in full compliance with any zoning regulation applicable to the Property.

(ee)Schedule 5.1(ee) sets forth the financial statements of Seller furnished to Buyer (the “Financial Statements”).  The Financial Statements are true and correct in all material respects, have been prepared in accordance with GAAP throughout the periods indicated and fairly present the financial condition of Seller for the respective periods indicated therein, subject to customary year-end adjustments with respect to the unaudited financial statements.  From June 30, 2010 to the date hereof, there has been no adverse change in any material respect in the assets, liabilities, condition (financial or otherwise) or business of Seller from that set forth or

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reflected in the above-mentioned financial statements other than changes in the ordinary course of business, none of which is materially adverse in Seller’s reasonable business judgment.

(ff)Seller has not received any written notice that the Property is or will be subject to or affected by any moratoria on additional developments or expansions.

(gg)Seller has not submitted a pending, written application to any Governmental Authority for any expansion or further development of the Property and Seller has not received written notice that any expansion or further development of the Property is subject to any restrictions or conditions except as set forth in local zoning law requirements.

(hh)Seller has not received notice from any Governmental Authority or any other entity responsible therefor of (i) any pending or contemplated change in any federal, state or local governmental or private restriction applicable to the Property, (ii) any pending or threatened judicial or administrative action or (iii) any action pending or threatened by adjacent land owners or other Persons, which would result in a change in the condition of the Property or any part thereof or in any way prevent or limit the construction and/or operation of the Improvements or any part thereof.

(ii)No party other than Seller is entitled to possession or use of the Property or any portion thereof.

(jj)No labor has been performed or materials fabricated or furnished with respect to the Property that could result in a materialman’s or mechanic’s lien filed against the Property, except as shall have been fully paid or released on the earlier to occur of: delinquency or the Closing Date.

(kk)Neither this Agreement nor any other document, certificate or instrument delivered by Seller to Buyer in connection with the Transaction contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.  There is no material fact that has not been disclosed in writing to Buyer that adversely affects in any material respect or, as far as Seller can now reasonable foresee, may adversely affect in any material respect, the business, operation, financial or other condition of Seller or the ability of Seller to perform its obligations under this Agreement.

Section 5.2Survival; Limitation of Liability.  All representations and warranties of Seller contained in this Agreement shall survive the Closing for a period of one (1) year.

Section 5.3Seller’s Knowledge.  Buyer expressly understands and agrees that the phrase “to Seller’s knowledge” as used in Section 5.1 means a matter that any of the following officers of Seller:  Coley Clark, Jeff Cushman, and Steve Kiddoo (a) is actually aware of, or (b) received written notice of.  The fact that the representations of Seller set forth herein may be limited by the phrase “to Seller’s knowledge” shall not be deemed to modify or alter any provision of the Lease Agreement requiring Seller to indemnify any Buyer Indemnified Party.

Section 5.4Indemnification.  Seller shall indemnify, defend and hold harmless (a) Buyer, (b) any director, member, manager, officer, shareholder, general partner, limited partner,

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employee or agent of Buyer (or any legal representative, heir, estate, successor or assign of any thereof), (c) any predecessor or successor partnership, corporation, limited liability company (or other entity) of Buyer, or any of its general partners, members or shareholders and (d) any other affiliates of Buyer (collectively, the “Buyer Indemnified Parties”), from and against any and all liabilities, losses, damages, costs, expenses (including without limitation reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature howsoever caused should any representation or warranty set forth herein prove to have been untrue or inaccurate in any material respect when made or arising from any breach by Seller of any representation or warranty set forth herein.  The fact that the representations of Seller set forth in this Agreement may be limited to Seller’s knowledge shall not be deemed to modify or alter any provision of the Lease Agreement requiring Seller to indemnify Buyer.

ARTICLE 5A

BUYER’S REPRESENTATIONS AND WARRANTIES

Section 5A.1  Representations and Warranties of Buyer.  Buyer represents and warrants to Seller that as of the date hereof and the Closing Date:

(a)Buyer is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, and, as of the Closing Date, Buyer or its assignee will be duly qualified to do business and in good standing under the laws of Texas.

(b)Buyer has full power, authority and legal right to purchase the Property from Seller and to execute and deliver this Agreement and the Lease Agreement, execute and deliver all instruments, documents and agreements as may be necessary or appropriate to effect the Transaction, and perform and observe the terms and conditions of each of the documents described above.

(c)This Agreement (i) is duly authorized, executed and delivered by Buyer, (ii) is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, (iii) does not violate any of Buyer’s charter documents (iv) does not conflict with or result in the breach of any judgment, decree, writ, injunction, order or award of any arbitrator, court or Governmental Authority binding upon Buyer, and (v) at Closing, will not result in the breach of any term or provision of, or constitute a default, or result in the acceleration of any obligation under any loan agreement, indenture, financing agreement, or any other agreement or instrument of any kind to which Buyer is a party or to which Buyer or the Property is subject which will not be paid in full at Closing.

(d)All other documents executed by Buyer which are to be delivered to Seller at the Closing, at the time of the Closing, (i) will be duly authorized, executed and delivered by Buyer, (ii) will be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, (iii) will not violate any of Buyer’s charter documents and (iv) will not conflict with or result in the breach of any judgment, decree, writ, injunction, order or award of any arbitrator, court or Governmental Authority binding upon Buyer, or result in the breach of any term or provision of, or constitute a default, or result in the acceleration of any obligation

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under any loan agreement, indenture, financing agreement, or any other agreement or instrument of any kind to which Buyer is a party or to which Buyer or the Property is subject.

Sectoin 5A.2Survival; Limitation of Liability.  All representations and warranties of Buyer contained in this Agreement shall survive the Closing for a period of one (1) year.

Section 5A.3 Indemnification.  Buyer shall indemnify, defend and hold harmless (a) Seller, (b) any director, member, manager, officer, shareholder, general partner, limited partner, employee or agent of Seller (or any legal representative, heir, estate, successor or assign of any thereof), (c) any predecessor or successor partnership, corporation, limited liability company (or other entity) of Seller, or any of its general partners, members or shareholders and (d) any other affiliates of Seller (collectively, the “Seller Indemnified Parties”), from and against any and all liabilities, losses, damages, costs, expenses (including without limitation reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature howsoever caused should any representation or warranty set forth herein prove to have been untrue or inaccurate in any material respect when made or arising from any breach by Buyer of any representation or warranty set forth herein.

ARTICLE 6

RISK OF LOSS AND INSURANCE PROCEEDS

Section 6.1Casualty.  Seller shall give Buyer timely notice of the occurrence of any material damage to or destruction of any portion of the Property.  For purposes of the immediately preceding sentence, any damage or destruction shall be deemed “material” if the cost to repair such damage exceeds Fifty Thousand Dollars ($50,000).  In the event that all or any material portion of the Property is destroyed or damaged by fire or other casualty prior to the Closing and the cost to repair or restore any loss or damage caused thereby is greater than ten percent (10%) of the Purchase Price, as estimated by an independent general contractor selected by Buyer, or shall result in a loss of access to the Property, then Buyer may, at its option to be exercised within ten (10) Business Days of Seller’s receipt of such estimate, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof, subject to the terms in this Section 6.1.  If Buyer elects to terminate this Agreement or fails to give Seller notice within such ten (10) Business Day period that Buyer will proceed with the purchase, then this Agreement shall terminate at the end of such ten (10) Business Day period and neither party shall have any further rights or obligations hereunder except as provided in those Sections which expressly survive the termination of this Agreement.  If  a portion of the Property is destroyed or damaged by fire or other casualty prior to the Closing and the cost to repair or restore any loss or damage caused thereby is equal to or less than ten percent (10%) of the Purchase Price, as determined by an independent appraiser selected by Buyer, or is greater than ten percent (10%) of the Purchase Price and Buyer elects to consummate the purchase of the Property, then (i) Seller shall be entitled to any insurance proceeds collected by Seller as a result of such damage or destruction and the Closing shall occur as agreed to herein and (ii) Seller shall immediately repair and restore the Property to its condition immediately prior to such casualty. The Closing Date shall be extended for a reasonable period of time, if necessary, to enable Seller

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to complete such repairs or restoration.  The provisions of this Section 6.1 shall survive the Closing.

Section 6.2Condemnation.  Seller shall give Buyer notice of the occurrence ofthe commencement of condemnation proceedings affecting, any portion of the Property.  In the event that all or any material portion of the Property is the subject of any commencement of condemnation proceedings prior to the Closing, then Buyer may, at its option to be exercised within ten (10) Business Days of Seller’s notice of the occurrence of the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase of the Property as required by the terms hereof.  For the purposes of this Section 6.2, “material portion” shall mean either (i) such condemnation proceeding that may result in a loss of access to the Property or (ii) such condemnation proceeding that involves more than ten percent (10%) of the rentable area of the Property.  If Buyer elects to terminate this Agreement or fails to give Seller notice within such ten (10) Business Day period that Buyer will proceed with the purchase, then this Agreement shall terminate at the end of such ten (10) Business Day period and neither party shall have any further rights or obligations hereunder except as provided in those Sections which expressly survive the termination of this Agreement.  If less than a material portion of the Property is condemned prior to the Closing, or if all or a material portion of the Property is condemned prior to the Closing and Buyer elects to consummate the purchase of the Property, then Seller shall be entitled to any condemnation awards collected by Seller as a result of such condemnation and there shall be a credit against the Purchase Price due hereunder equal to the amount of any condemnation awards collected by Seller as a result of any such condemnation.  If the awards have not been collected as of the Closing, then such awards shall be assigned to Buyer, and Buyer shall not receive any credit against the Purchase Price with respect to such awards.  The provisions of this Section 6.2 shall survive the Closing.

ARTICLE 7

BROKERS AND EXPENSES

Section 7.1Brokers.  The parties represent and warrant to each other that except for Cushman & Wakefield of Texas, Inc., Mower Capital Markets Group, whose address is 15455 Dallas Parkway, Suite 800, Addison, TX  75001 (the “Broker”), whose commission shall be paid by Seller upon the Closing, no commercial real estate broker or finder was instrumental in arranging or bringing about the Transaction and that there are no claims or rights for commercial real estate brokerage commissions or finder’s fees in connection with the Transaction.  If any Person brings a claim for a commercial real estate brokerage commission or finder’s fee based upon any contact, dealings or communication with Buyer or Seller, then the party through whom such Person makes his claim shall defend the other party (the “Indemnified Party”) from such claim, and shall indemnify the Indemnified Party and hold the Indemnified Party harmless from any and all costs, damages, claims, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party in defending against the claim.  The provisions of this Section 7.1 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.

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Section 7.2Expenses.

(a)If the Closing occurs, or if the Closing does not occur due to a Seller Default, Seller will be responsible for all of Buyer’s reasonable and customary fees and actual expenses related to the Transaction, which shall include but not be limited to transfer taxes, recording fees (with respect to both the Deed and the Buyer’s mortgage), title insurance premiums (both Buyer’s and Buyer’s mortgage lender’s), the cost of Buyer’s appraisal, property condition reports, environmental reports, survey, property zoning report, Americans with Disabilities Act Survey and any additional third party reports required by Buyer’s mortgage lender, Buyer’s accounting fees and expenses and Buyer’s reasonable legal fees and expenses (including Lender’s reasonable legal fees and expenses).  Seller shall also be responsible for brokerage fees (including both the fees due to any mortgage broker and the fees due to Broker in connection with the Transaction).  Together, the fees and expenses described in this Section 7.2(a) are the “Buyer Transaction Expenses”.  At or prior to Closing, a settlement statement will be provided to Seller detailing the Buyer Transaction Expenses that will be payable on the Closing Date.

(b)Seller shall remain obligated to pay any Buyer Transaction Expenses relating to Buyer’s initial financing of the purchase of the Property, even if such financing is obtained after the Closing, in which event Seller agrees that it will pay, within ten (10) days following a written request from Buyer, all Buyer Transaction Expenses incurred in connection with such financing.  Notwithstanding the foregoing or anything to the contrary otherwise herein, Seller shall not have any liability with respect to, or obligation to reimburse, any Buyer Transaction Expenses (i) if such Buyer Transaction Expenses related to Buyer’s initial financing are incurred more than four (4) years after the Closing Date, or (ii) with respect to any mortgage points or buy-down clause.

(c)If the Closing does not occur for any reason other than a Seller Default, each party shall be responsible for its own fees and expenses and Seller will have no obligation to pay any Buyer Transaction Expenses.

(d)The provisions of this Section 7.2 shall survive the Closing, or, if the sale is not consummated, the termination of this Agreement.

ARTICLE 8

COVENANTS OF SELLER

Section 8.1Buyer’s Approval of Agreements Affecting the Property.  Between the Effective Date and the Closing Date, Seller shall not enter into or suffer to exist any new lease, license, contract, easement, covenant, condition, restriction, lien, security interest or other agreement or encumbrance affecting the Property (other than the Permitted Encumbrances), or amend, modify, terminate, or waive any provision of, any of the foregoing, without first obtaining Buyer’s approval, which approval may be withheld or delayed in Buyer’s sole and absolute discretion.  Seller shall submit an actual copy of such new lease, license, contract, easement, covenant, condition, restriction, lien, security interest or other agreement, encumbrance, amendment, modification, termination or waiver at the time that Seller seeks Buyer’s approval.  If Buyer fails to give Seller notice of its approval or disapproval of any such

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proposed action within five (5) Business Days after Seller notifies Buyer of Seller’s desire to take such action, then Buyer shall be deemed to have withheld its approval.

Section 8.2Material Adverse Changes.  Seller shall promptly notify Buyer of any material adverse change with respect to the condition of the Property, or the financial or operating condition of Seller or any Guarantor, or of any event or circumstance which makes any representation or warranty of Seller under this Agreement untrue in any material respect.

Section 8.3Confirmatory Deed.  Seller shall, at or prior to Closing, execute a deed from Recognition Equipment Incorporated to Seller and record it in the land records of the County of Dallas, Texas that confirms that ownership, title and all rights with respect to the Property are vested in Seller (the “Confirmatory Deed”).

ARTICLE 9

CONDITIONS TO CLOSING

Section 9.1Conditions to Buyer’s Obligation to Close.  The obligation of Buyer to acquire the Property on the Closing Date shall be subject to the satisfaction or written waiver of the following conditions precedent on and as of the Closing Date:

(a)Representations and Warranties of Seller.  The representations and warranties of Seller set forth in Section 5.1 shall be true, complete and correct in all material respects on and as of the Effective Date and on and as of the Closing Date.

(b)Seller’s Performance.  Seller shall have performed all covenants and obligations required by this Agreement to be performed or delivered by it on or before the Closing Date.

(c)Payment of Buyer Transaction Expenses.  Seller shall pay at Closing, or authorize the Title Company to deduct from the net proceeds payable to Seller at Closing, all accrued and unpaid Buyer Transaction Expenses as of the Closing Date for which itemized invoices have been presented at or prior to Closing.

(d)Seller’s Closing Deliveries.  Seller shall have delivered to the Title Company all of Seller’s Closing Deliveries.

(e)Title Policy.  The Title Company shall be unconditionally obligated and prepared, subject only to payment of the applicable premium and other related charges and the recording, as applicable, of all conveyance documents and the release of the Existing Mortgage, to issue the Title Policy in the form required by Section 4.2 of this Agreement.

(f)No Bankruptcy. No Act of Bankruptcy on the part of Seller shall have occurred and remain outstanding as of the Closing Date.

(g)Release of Existing Mortgage.  The Existing Mortgage shall have been released, pursuant to documentation reasonably satisfactory to Buyer and the Title Company.

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(h)Consents.  All Third Party Consents shall have been obtained pursuant to documentation reasonably satisfactory to Buyer and the Title Company.

(i)Material Adverse Change.  There shall have been no material adverse change in the physical condition of the Property or the financial or operating condition of Seller or any Guarantor, or in the condition of the financial or real estate markets, from the Effective Date.

(j)Guaranty.  Seller shall have caused each Guarantor to execute and deliver a Guaranty in substantially the form attached hereto as Exhibit E and a Guarantor’s Certificate in the form attached hereto as Exhibit F.

Section 9.2Conditions to Seller’s Obligation to Close.  The obligation of Seller to convey and transfer to Buyer the Property on the Closing Date is subject to the satisfaction or written waiver of the following conditions precedent on and as of the Closing Date:

(a)Representations and Warranties of Buyer.  The representations and warranties of Buyer set forth in Section 11.15 shall be true, complete and correct in all material respects on and as of the Effective Date and on and as of the Closing Date.

(b)Buyer’s Performance.  Buyer shall have performed all covenants and obligations required by this Agreement to be performed or delivered by it on or before the Closing Date, including, without limitation, delivery of the Purchase Price.

(c)Buyer’s Closing Deliveries.  Buyer shall have delivered to the Title Company all of Buyer’s Closing Deliveries.

(d)Transfer of Purchase Price.  Seller shall have received a federal reference number confirming that the net proceeds of the Purchase Price due Seller at Closing have been transferred from Buyer or the Title Company to the account designated by Seller for delivery of such funds.

Section 9.3Failure to Satisfy Conditions.

(a)Buyer’s Obligations to Close.  If any of the conditions to Buyer’s obligation to close set forth in Section 9.1 is not satisfied on or prior to the Closing Date, Buyer shall have the right to:  (i) terminate this Agreement or (ii) consummate the purchase of the Property with no reduction in the Purchase Price.

(b)Seller’s Obligations to Close.  If any of the conditions to Seller’s obligation to close set forth in Section 9.2 is not satisfied on or prior to the Closing Date, Seller shall have the right to:  (i) terminate this Agreement, or (ii) consummate the sale of the Property with no reduction in the Purchase Price.

(c)Termination.  In the event that either party wishes to terminate this Agreement pursuant to this Section 9.3, such party shall deliver to the other party and to the Title Company on or prior to the Closing Date a written notice of termination (a “Termination

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Notice”).  Upon the delivery of a Termination Notice pursuant to this Section 9.3(c), this Agreement shall terminate automatically and neither party shall have any further rights or obligations hereunder except as provided in those Sections which expressly survive the termination of this Agreement.

ARTICLE 10

CLOSING AND ESCROW

Section 10.1Escrow Instructions.  Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby.  Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.

Section 10.2Closing.  The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company or at the New York offices of Sheppard, Mullin Richter & Hampton, LLP, located at 30 Rockefeller Plaza, 24th Floor, New York, New York  10112, on such date and at such time as Buyer and Seller may mutually agree upon in writing (the “Closing Date”); provided that Buyer and Seller shall use reasonable efforts to set the Closing Date no later than November 12, 2010.  If the Closing has not occurred by November 30, 2010 (the “Outside Date”) either party may deliver a Termination Notice on the Outside Date in accordance with Section 9.3.  The Closing shall occur and the transfer of Buyer’s funds shall be initiated at or before 6:00 p.m. New York time on the Closing Date.

Section 10.3Deposit of Documents.

(a)At or before the Closing, Seller shall deposit into escrow the following items (collectively, the “Seller’s Closing Deliveries”):

(i)the duly executed and acknowledged Confirmatory Deed;

(ii)the duly executed and acknowledged Deed;

(iii)two (2) duly executed counterparts of the Bill of Sale;

(iv)two (2) duly executed counterparts of the Lease Agreement;

(v)an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the “Code”) in the form attached hereto as Exhibit G, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code;

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(vi)an owner’s affidavit in the form attached hereto as Exhibit H;

(vii)a tenant waiver letter in the form attached hereto as Exhibit I;

(viii)an ACH Authorization substantially in the form attached hereto as Exhibit J; and

(ix)a copy of the resolution authorizing Seller to enter into the Transaction.

(b)At or before the Closing, Buyer shall deposit into escrow the following items (collectively, the “Buyer’s Closing Deliveries”):

(i)funds necessary to pay the Purchase Price;

(ii)two (2) duly executed counterparts of the Bill of Sale;

(iii)two (2) duly executed counterparts of the Lease Agreement; and

(iv)a copy of the resolution authorizing Buyer to enter into the Transaction.

(c)Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Property in accordance with the terms hereof.  Buyer and Seller hereby designate Title Company as the “Reporting Person” for the Transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder.

(d)Seller shall deliver to Buyer originals of the Contracts, and any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to this Agreement.

Section 10.4Pro-rations.

(a)Seller shall be responsible for all expenses of the Property allocable to the period prior to the Closing; and Buyer shall be entitled to all income derived from the Property (but not to any income of Seller based on its operations at the Property) and, subject to the terms set forth in the Lease Agreement, responsible for all expenses of the Property allocable to the period beginning on the Closing Date.  Notwithstanding the foregoing, the parties acknowledge that, pursuant to the Lease Agreement, from and after the Closing Date, Tenant will be responsible for the payment of all real property taxes, assessments, insurance premiums, utility charges and all other items customarily apportioned in sales of real property in the jurisdiction in which the Property is located (the “Apportioned Items”).  In consideration of the foregoing, no provision shall be made at Closing with respect to the apportionment of any Apportioned Item.

(b)The provisions of this Section 10.4 shall survive the Closing.

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Section 10.5Indemnification.   Seller agrees to indemnify, defend and hold the Buyer Indemnified Parties harmless from any liability, claim, loss, expense or damage suffered or asserted by any Person against such Buyer Indemnified Parties that arises from any act or omission of Seller or its agents, employees or contractors in connection with ownership or operation of the Property or the sale of the Property to Buyer occurring on or before the Closing.  Buyer agrees to indemnify, defend and hold the Seller Indemnified Parties harmless from any liability, claim, loss, expense or damage suffered or asserted by any Person against such Seller Indemnified Parties that arises from any act or omission of Buyer or its agents, employees or contractors in connection with the purchase of the Property from Seller occurring after the Closing.  The indemnifications set forth in this Section 10.5 shall survive the Closing.

ARTICLE 11

MISCELLANEOUS

Section 11.1Notices.  Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt or (d) by facsimile or telecopy, and such notices shall be addressed as follows:

To Buyer:AG Net Lease Acquisition Corp.

c/o Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, NY  10167-0094

Phone No.:  (212) 883-4157

Fax No.:  (212) 883-4141

Attn:  Gordon J. Whiting

With a copy to:AG Net Lease Acquisition Corp.

c/o Angelo, Gordon & Co., L.P.

245 Park Avenue, 26th Floor

New York, NY  10167-0094

Phone No.:  (212) 692-2296

Fax No.:  (212) 867-6448

Attn:  Joseph R. Wekselblatt

With a copy to:Sheppard, Mullin, Richter & Hampton, LLP

1300 I Street, NW

Washington, D.C. 20005

Phone No.:  (202) 469-4943

Fax No.:  (202) 218-0020

Attn:  Michele E. Williams, Esquire

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To Seller:BancTec, Inc.

2701 East Grauwyler Road

Irving, TX 75061

Phone No.: (972) 821-4647

Fax No.: (972) 821-4448

Attn: General Counsel and a second notice to

Attn: Director of Security and Facilities

With a copy to:Adair, Morris & Osborn, P.C.

325 N. St. Paul Street, Suite 4100

Dallas, TX 75201

Phone No.: (214) 748-8000

Fax No.: (214) 761-0658

Attn:  Scott D. Osborn

or to such other address as either party may from time to time specify in writing to the other party.  Any notice shall be deemed delivered when actually delivered, if such delivery is in person, upon deposit with the U.S. Postal Service, if such delivery is by certified mail, upon deposit with the overnight courier service, if such delivery is by an overnight courier service, and upon transmission with a dated receipt of successful transmission, if such delivery is by facsimile or telecopy.

Section 11.2Entire Agreement.  This Agreement, together with the Schedules and Exhibits attached hereto, contain all representations, warranties and covenants made by Buyer and Seller and constitute the entire understanding between the parties hereto with respect to the subject matter hereof.  Any prior correspondence, memoranda or agreements are replaced in total by this Agreement together with the Exhibits hereto.

Section 11.3Entry and Indemnity.  In connection with any entry by Buyer, or its agents, employees or contractors onto the Property, Buyer shall give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller’s business and the business of Seller’s tenants, if any, and otherwise in a manner reasonably acceptable to Seller.  Without limiting the foregoing, prior to any entry to perform any on-site testing, Buyer shall give Seller notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope of the testing.  In the event that Buyer proposes to perform any destructive or invasive testing, Seller shall approve or disapprove, in Seller’s sole and absolute discretion, the proposed destructive or invasive testing within three (3) Business Days after receipt of such notice.  Seller shall be deemed to have disapproved any such destructive or invasive testing if Seller does not respond within such three (3) Business Day period.  If Buyer or its agents, employees or contractors take any sample from the Property in connection with any such approved testing, at Seller’s request, Buyer shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing.  Seller or its representative may be present to observe any testing or other inspection performed on the Property.  Buyer shall maintain or cause to be maintained, and shall ensure that its contractors maintain, public liability and property damage insurance in amounts and in form and substance

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adequate to insure against the insurable liabilities of Buyer and its agents, employees or contractors, arising out of any entry on or inspections of the Property pursuant to the provisions hereof.  Buyer shall indemnify and hold Seller harmless from and against any actual costs, damages (exclusive of consequential and punitive damages), liabilities, losses, expenses, liens or claims (including, without limitation, reasonable attorneys’ fees) arising out of or relating to any entry on the Property by Buyer, its agents, employees or contractors in the course of performing the inspections, testings or inquiries provided for in this Agreement.  The foregoing indemnity shall survive the Closing, or, if the sale is not consummated, beyond the termination of this Agreement.

Section 11.4Time.  Time is of the essence in the performance of each of the parties’ respective obligations contained herein.

Section 11.5Further Assurances.  The parties hereby agree to (i) take such additional actions and to execute and deliver such additional documents as shall be necessary to consummate the Transaction and (ii) execute, deliver, record and furnish such documents as may be necessary to correct any errors of a typographical nature or inconsistencies which may be contained in this Agreement.  The provisions of this Section 11.5 shall survive the Closing.

Section 11.6Jury Trial Waiver.  The parties hereby agree to waive any right to trial by jury with respect to any action or proceeding brought by either party or any other Person, relating to (a) this Agreement and/or any understandings or prior dealings between the parties hereto, or (b) the Property or any part thereof.  The parties hereby acknowledge and agree that this Agreement constitutes a written consent to waiver of trial by jury pursuant to any applicable state statutes.

Section 11.7No Merger.  The obligations contained herein shall not merge with the transfer of title to the Property but shall remain in effect until fulfilled.

Section 11.8Assignment.  Seller shall not have the right to assign its rights and obligations under this Agreement to any party.  Buyer’s rights and obligations hereunder shall not be assignable without the prior written consent of Seller, in its sole discretion.  Notwithstanding the foregoing, Buyer shall have the right to assign its rights and obligations hereunder to any of its affiliates under its control or under common control without the prior written consent of Seller.  Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the original parties to this Agreement shall not be released from any rights, duties or obligations hereunder except with the express, written consent of the non-assigning party.

Section 11.9Counterparts and Facsimile.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  The parties contemplate that they may be executing counterparts of this Agreement transmitted by facsimile or electronic transmission and agree and intend that a signature by facsimile or electronic transmission shall bind the party so signing with the same effect as though the signature were an original signature.

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Section 11.10Governing Law; Consent to Jurisdiction.

(a)           Each of Seller and Buyer hereby agree that the State of New York has a substantial relationship to the parties and to the Transaction, and in all respects (including, without limiting the generality of the foregoing, matters of construction, validity and performance) this Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed therein (without regard to its conflict of laws principles) and all applicable law of the United States of America.  To the fullest extent permitted by law, Seller hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Agreement.

(b)           Any legal suit, action or proceeding against either party arising out of or relating to this Agreement may be instituted in any federal or state court sitting in the State of New York, and Seller waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in the State of New York, and each party hereby expressly and irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.  Notwithstanding the foregoing, nothing herein shall prevent or prohibit Buyer from instituting any suit, action or proceeding in any other proper venue or jurisdiction in which Seller is located or where service of process can be effectuated.

Section 11.11Confidentiality.  Prior to the Closing, Buyer and Seller shall each maintain as confidential any and all Proprietary Information obtained in connection with the Transaction and, accordingly, each party agrees not to disclose all or any portion of such Proprietary Information to any third party for any reason.  Each item of Proprietary Information shall be used by the recipient thereof solely for the purpose of evaluating and determining such recipient’s interest in consummating the Transaction.  Each party agrees that it will not make copies of, or permit any other person to make copies of, the Proprietary Information for any reason.  Each party agrees that it will not retain any item of Proprietary Information after the use thereof is no longer required, and that it will either destroy or return to the other party all written materials constituting Proprietary Information, except to the extent that such destruction is prohibited by law, rule or regulation.  Notwithstanding the foregoing, neither party will be required to destroy or return any Proprietary Information that may be stored electronically in such party’s information technology system, whether in the form of an e-mail, saved file or otherwise.  Notwithstanding anything to the contrary contained herein, each party shall be permitted to disclose any or all of the Proprietary Information to:  (i) those principals, employees, representatives, lenders, consultants, counsel, accountants and other professional advisors of such party who have a legitimate need to review or know such Proprietary Information and who have, prior to disclosure, agreed in writing to be bound by the terms of confidentiality set forth herein; and (ii) any government or self-regulatory agency whose supervision or oversight such party or any of its affiliates may be subject to the extent required by applicable law, any Governmental Authority or a court of competent jurisdiction, in each case to the extent reasonably necessary to comply with any legal or regulatory requirements to which such party or its affiliates may be subject.  Upon disclosing Proprietary Information to any Person to the extent permitted hereunder, Buyer or Seller, as applicable, shall advise such Person of the confidential nature thereof, and shall take all reasonable precautions to prevent the unauthorized disclosure of such

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information by such Person.  In addition, at or prior to the Closing, neither party shall issue any press release or other public announcement regarding the Transaction without first obtaining the other party’s written approval with respect to the release or announcement and the content thereof.  After the Closing, Buyer and Seller shall be permitted to make such disclosures regarding the Property and the Transaction as are similar or consistent with Buyer’s and Seller’s respective general public disclosure policy, including disclosures made by Buyer and its affiliates to their investors, lenders and analysts.  Notwithstanding the foregoing, Buyer and Seller shall not use the name, logo or other trademarks of the other party without the prior, written consent of the non-disclosing party, but, once the Buyer or Seller, as applicable, have provided its consent for a disclosure, publication or other marketing material containing such party’s name, logo, or other trademark, then such disclosure, publication or marketing material may thereafter be used without obtaining the non-disclosing’s party prior written consent.  This provision shall survive the Closing, or, if the Transaction is not consummated, beyond the termination of this Agreement.

Section 11.12         Maintenance of the Property, Insurance.  Between Seller’s execution of this Agreement and the Closing, Seller shall manage and maintain the Property in the ordinary course and in the same manner and condition as before the making of this Agreement, as if Seller were retaining the Property.  Seller shall make such repairs and replacements to and of the Property as shall be necessary for Seller to comply this Section 11.12.  Through the Closing Date, Seller shall maintain or cause to be maintained, at Seller’s sole cost and expense, the Existing Insurance Policies.

Section 11.13         Interpretation of Agreement.  The article, section and other headings of this Agreement are for convenience of reference only and shall not be construed to affect the meaning of any provision contained herein.  Where the context so requires, the use of the singular shall include the plural and vice versa and the use of the masculine shall include the feminine and the neuter.

Section 11.14         General Rules of Construction.  The parties acknowledge that this Agreement has been freely negotiated by both parties, that each party has had the opportunity to review and revise this Agreement, that each party has had the opportunity to consult with counsel with regard to this Agreement, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement.

Section 11.15         [Intentionally Omitted].

Section 11.16         Limited Liability.  Any claim based on or in respect of any liability of Seller under this Agreement shall be enforced only against Seller and its assets, properties and funds, and not against the assets, properties or funds of any of its trustees, officers, directors or shareholders, the general partners, officers, directors or shareholders thereof, or any employees or agents of Seller.  Any claim based on or in respect of any liability of Buyer under this Agreement shall be enforced only against Buyer and its assets, properties and funds, and not against the assets, properties or funds of any of its trustees, officers, directors or shareholders, the general partners, officers, directors or shareholders thereof, or any employees or agents of Buyer.

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Section 11.17         Amendments.  This Agreement may be amended or modified only by a written instrument signed by Buyer and Seller.

Section 11.18         Attorney Fees.  In the event that a party hereto prevails against the other party in any action to enforce the obligations of such other party under this Agreement, the prevailing party shall be reimbursed by the other for all reasonable costs and expenses incurred thereby with respect to such action (including reasonable attorneys’ fees).

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the respective dates written below.

	SELLER:	BANCTEC, INC.,
		a Delaware corporation
		By:	/s/ Jeffrey D. Cushman
			Jeffrey D. Cushman
Date:			Senior Vice President/CFO
	BUYER:	AG NET LEASE ACQUISITION CORP.,
		a Delaware corporation
		By:	/s/ Gordon J. Whiting
		Name:	Gordon J. Whiting
Date:		Its:	President

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EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Amendment No. 2 to Registration Statement No. 333-174211 of our report dated June 19, 2009, related to the consolidated financial statements of BancTec, Inc. and subsidiaries for the year ended December 31, 2008, appearing in the Prospectus, which is part of such Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

Dallas, Texas
August 10, 2011

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.3

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Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
BancTec, Inc.:

        We consent to the use of our report dated April 29, 2011, with respect to the consolidated balance sheets of BancTec, Inc. as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for the years then ended included herein, and to the reference to our firm under the heading "Experts"in the prospectus.

KPMG LLP                                      

Dallas, Texas
August 10, 2011

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Exhibit 23.3

Consent of Independent Registered Public Accounting Firm