Marlborough Software Development Holdings Inc. Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • February 13th, 2012 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Massachusetts

THIS SEVERANCE AGREEMENT (the “Agreement”), made and entered into as of April 15, 2010 (“the Effective Date”), by and between Bitstream Inc., a Delaware corporation, with its principal office located at 500 Nickerson Road, Marlborough, MA 01752 (hereinafter “the Company”) and Costas Kitsos who resides at hereinafter referred to as “the Executive”.

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OFFICE LEASE AGREEMENT BETWEEN NORMANDY NICKERSON ROAD, LLC (“LANDLORD”) AND BITSTREAM INC. (“TENANT”)
Office Lease Agreement • November 10th, 2011 • Marlborough Software Development Holdings Inc. • Massachusetts

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of June 22, 2009, by and between NORMANDY NICKERSON ROAD, LLC, a Delaware limited liability company (“Landlord”) and BITSTREAM INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Form of Letter of Credit).

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • November 10th, 2011 • Marlborough Software Development Holdings Inc.

This Sale and Purchase Agreement (“SPA”) between Press-Sense Ltd. (in Temporary Liquidation), a company incorporated under the laws of the State of Israel (the “Company”) through its special managers, Paz Rimer, Adv. and/or Assaf Alon, Adv. , with offices at 11 Galgalei Haplada st. Hertzliya and/or Hads 5, Or Akiva, Israel. (the “Special Manager”), and Bitstream Inc., a company incorporated under the laws of the State of Delaware, and/or any Affiliate (as defined below) of Bitstream Inc. (the “Purchaser”) is entered into this [31] day May, 2010 (the “Effective Date”). Each of the foregoing parties may also be referred to herein as a “Party” and collectively, the “Parties”.

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Lease between Paz-Gal Transport for Industry Ltd. and Bitstream Israel Ltd. dated January 23, 2011 Translated from the Hebrew
Unprotected Tenancy Rental Agreement • November 10th, 2011 • Marlborough Software Development Holdings Inc.
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VOTING AGREEMENT AND AGREEMENT CONCERNING PREFERRED STOCK
Voting Agreement And Agreement Concerning Preferred Stock • August 20th, 2013 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Delaware

VOTING AGREEMENT AND AGREEMENT CONCERNING PREFERRED STOCK (this “Agreement”), dated as of August 20, 2013, by and among Pageflex Acquisitions, Inc., a Delaware corporation (“Merger SPV”), Marlborough Software Development Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (“Stockholder”).

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AGREEMENT AND PLAN OF MERGER by and between MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC., a Delaware corporation, and PAGEFLEX ACQUISITIONS, INC., a Delaware corporation August 20, 2013
Agreement and Plan of Merger • August 20th, 2013 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) made and entered into as of August 20, 2013, by and between PAGEFLEX ACQUISITIONS, INC., a Delaware corporation (“Merger SPV”), and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS, INC., a Delaware corporation (the “Company”).

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INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Intellectual Property Assignment and License Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Massachusetts
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ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • March 30th, 2012 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Massachusetts

This Assignment and Assumption of Lease is made as of this 22nd day of February, 2012 between Bitstream, Inc., a Delaware corporation (the “Assignor”) and Marlborough Software Development Holdings Inc., a Delaware corporation (the “Assignee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 11th, 2012 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2012, among Marlborough Software Development Holdings Inc., a Delaware corporation (collectively with its predecessors, the “Company”), and the investors listed on the Schedule of Investors attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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SEVERANCE AND INCENTIVE AGREEMENT
Severance and Incentive Agreement • August 14th, 2013 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Delaware

THIS SEVERANCE AND INCENTIVE AGREEMENT (the “Agreement”) made and entered into in the United States of America as of January 25, 2012 (“the Effective Date”), by and between Bitstream Inc., a Delaware corporation, with its principal office located at 500 Nickerson Road, Marlborough, MA 01752 (hereinafter “the Company”) and Pinhas Romik who resides at [Intentionally omitted], Israel, hereinafter referred to as “the Executive”.

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TAX INDEMNITY AGREEMENT dated as of November 10, 2011 between BITSTREAM INC. and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
Tax Indemnity Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software

This TAX INDEMNITY AGREEMENT dated as of November 10, 2011 is between BITSTREAM INC., a Delaware corporation (“Bitstream”), and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC., a Delaware corporation (“Marlborough”).

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INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Intellectual Property Assignment and License Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Massachusetts
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Amos Kaminski
Marlborough Software Development Holdings Inc. • September 16th, 2013 • Services-prepackaged software
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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • Massachusetts

This Transition Services Agreement (this “Agreement”) is entered into as of November 10, 2011, by and between Marlborough Software Development Holdings Inc., a Delaware corporation (the “Spin-Off Entity”), and Monotype Imaging Holdings Inc., a Delaware corporation (“Buyer”, together with the Spin-Off Entity, the “Parties”, each a “Party”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as hereinafter defined).

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CONTRIBUTION AGREEMENT
Contribution Agreement • November 10th, 2011 • Marlborough Software Development Holdings Inc. • Massachusetts
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DISTRIBUTION AGREEMENT
Distribution Agreement • November 10th, 2011 • Marlborough Software Development Holdings Inc. • Massachusetts

This Distribution Agreement (this “Agreement”) is entered into as of November 10, 2011 (the “Separation Date”) between Bitstream Inc. (“Bitstream”), a Delaware corporation, and Marlborough Software Development Holdings Inc. (“MSDH”), a Delaware corporation. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IV hereof.

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software

This Sale and Purchase Agreement (“SPA”) between Press-Sense Ltd. (in Temporary Liquidation), a company incorporated under the laws of the State of Israel (the “Company”) through its special managers, Paz Rimer, Adv. and/or Assaf Alon, Adv. , with offices at 11 Galgalei Haplada st. Hertzliya and/or Hads 5, Or Akiva, Israel. (the “Special Manager”), and Bitstream Inc., a company incorporated under the laws of the State of Delaware, and/or any Affiliate (as defined below) of Bitstream Inc. (the “Purchaser”) is entered into this [31] day May, 2010 (the “Effective Date”). Each of the foregoing parties may also be referred to herein as a “Party” and collectively, the “Parties”.

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Amos Kaminski
Voting Agreement And Agreement Concerning Preferred Stock • October 31st, 2013 • Marlborough Software Development Holdings Inc. • Services-prepackaged software • New York
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