Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) by the Company’s stockholders under the DGCL and as set forth in Section 3.3(d) (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other iPrint Transaction Documents to which iPrint approvals, consents, waivers or Sub is or will be a party and other conditions are required for the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityhereby.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), consummate the Merger and deliver the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the board of directors of the Company (the “Company Board”), at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger and this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger and this Agreement and all declared their advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to this Agreement, the Merger or any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (ii) general principles of equitywhether considered in a proceeding in equity or at law)(the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have (i) ACE Hi has all requisite corporate power and authority and (ii) ACE Lo has all requisite limited liability company power and authority, to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions that are contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party by each ACE Selling Party and the consummation by each ACE Selling Party of the transactions to which it is a party that are contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by (A) in the board case of directors ACE Lo, ACE Hi, as ACE Lo’s sole member and (B) in the case of iPrint ACE Hi, the approval by ACE Hi’s Board of Directors, and Sub and, subject to obtaining the iPrint approval and adoption of this Agreement and approval of the Purchase by the Requisite Stockholder Approval, as defined in Section 6.16, no other actions action of any such ACE Selling Party or proceedings any board or committee thereof or any other limited liability or corporate proceeding on the part of the iPrint such ACE Selling Parties or Sub their respective members or stockholders are necessary to authorize this Agreement and the other iPrint Transaction Documents and to consummate the transactions contemplated hereby by this Agreement. The Board of Directors of ACE Hi has received all information relating to this Agreement and therebythe ACE Lo Purchase necessary to make an informed judgment, and has deemed the ACE Lo Purchase expedient and for the best interests of ACE Hi. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each ACE Selling Party, and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, assuming this Agreement constitutes the valid and binding obligations obligation of iPrint and/or SubBuyer and the AREH Selling Parties, constitutes the valid and binding obligation of the ACE Selling Parties, enforceable against iPrint and/or Sub, as each of the case may be, ACE Selling Parties in accordance with their respective its terms, except subject, as such enforceability may be limited by to enforcement, to (ix) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereinafter in effect affecting creditors' ’ rights generally and (iiy) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s shareholders under the NJBCA (the “Company Shareholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its shareholders, (ii) adopted this Agreement in accordance with the provisions of the NJBCA, (iii) directed that this Agreement and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover statute, Law or regulation (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors' ’ rights and remedies generally and (ii) to general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties the adoption of this Agreement (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable Law to consummate the ---------------------------- Merger, to consummate the transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board unanimously, at a meeting duly called and thereby. The execution held, (i) determined that the Offer and delivery the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby declared its advisability in accordance with the provisions of the DGCL, (iii) subject to the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement, (iv) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement to the extent required by applicable Law and (v) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation (other than Section 203 of the DGCL). Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval to the extent required by applicable Law to consummate the Merger. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Each of the AREH Selling Parties has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions that are contemplated hereby and therebyhereby. The execution and delivery of this Agreement and by the other iPrint Transaction Documents to which iPrint or Sub is or will be a party AREH Selling Parties and the consummation by each AREH Selling Party of the transactions to which it is a party that are contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by the board of directors of iPrint all requisite limited liability company or partnership action, and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions action of any such AREH Selling Party or proceedings any board or committee thereof or any other limited liability or partnership proceeding on the part of the iPrint such AREH Selling Parties or Sub their respective members or partners are necessary to authorize this Agreement Agreement, and no other action of any AREH Selling Party or any board or committee thereof or any other limited liability or partnership proceeding on the other iPrint Transaction Documents and part of such AREH Selling Parties or their respective members or partners is necessary to consummate the transactions contemplated hereby and therebyby this Agreement. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constituteeach AREH Selling Party and, or will constitute when they are executed by iPrint and/or Sub, as applicable, assuming this Agreement constitutes the valid and binding obligations obligation of iPrint and/or SubBuyer and the ACE Selling Parties, constitutes the valid and binding obligation of the AREH Selling Parties, enforceable against iPrint and/or Sub, as each of the case may be, AREH Selling Parties in accordance with their respective its terms, except subject, as such enforceability may be limited by to enforcement, to (ix) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereinafter in effect affecting creditors' ’ rights generally and (iiy) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, based on the unanimous recommendation of the Special Committee, duly (i) determined unanimously that the Merger is fair from a financial point of view to the stockholders of the Company, (ii) unanimously approved this Agreement in accordance with the provisions of the DGCL, (iii) unanimously directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and unanimously resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, unanimously adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law (including Section 203 of the DGCL) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement (collectively, the “Board Recommendation”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Merger Partner’s stockholders under the BCA and deliver Merger Partner’s amended and restated certificate of incorporation (the “Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board has unanimously (as among all directors in attendance) (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the BCA, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Merger Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Merger Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Merger Partner and, assuming the due execution and constitutedelivery by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement and all other documents to which they are or will be parties the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (with the Class A Common Stock and Class B Common Stock voting together as a single class for such purposes) (the "iPrint Transaction Documents") and “Company Shareholder Approval”), to consummate the ---------------------------- transactions contemplated hereby Merger. The Company Board, at a meeting duly called and therebyheld, has unanimously (i) determined that this Agreement and the Merger are in the best interests of the Company; (ii) adopted this Agreement; (iii) approved the Merger; (iv) directed that this Agreement and the Merger be submitted to the Company’s shareholders for approval; and (v) resolved to recommend approval of this Agreement and the Merger by the Company’s shareholders (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitute, or will constitute when they are executed delivery of this Agreement by iPrint and/or the Parent and Merger Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Parent and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject only to which they are or will be parties the approval of the Parent Voting Proposal by the Parent’s stockholders under the rules of The Nasdaq Stock Market (the "iPrint Transaction Documents"“Parent Stockholder Approval”) and the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which vote will occur by a consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the “Parent Board”), at a meeting duly called and therebyheld (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by the Parent and thereby the Transitory Subsidiary have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of the iPrint or Sub are necessary to authorize Parent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyParent Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of the Parent and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the Transitory Subsidiary and constitutes the valid and binding obligations obligation of iPrint and/or Subeach of the Parent and the Transitory Subsidiary, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state anti-takeover statute, law or regulation (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the board of directors of the Company (the "Company Board"), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement, the Stockholder's Agreement or the Voting Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld on or prior to the date hereof, by the unanimous vote of all directors (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Acquirer has all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") Documents and to consummate the ---------------------------- transactions contemplated hereby herein and therebytherein. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party of, and the consummation of the transactions contemplated hereby and thereby have by, this Agreement by the Acquirer has been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize Acquirer. The board of directors of the Acquirer (the “Acquirer Board”), at a meeting duly called and held, by the unanimous vote of all Acquirer Directors, duly resolved (i) that the entry into this Agreement and consummation of the Acquisition, the Scheme and the other iPrint Transaction Documents and the transactions contemplated hereby on the terms and therebysubject to the conditions set forth herein, are most likely to promote the success of Acquirer for the benefit of its stockholders as a whole and (ii) to approve this Agreement, the Acquisition, the Scheme and the other transactions contemplated by this Agreement. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Acquirer and, assuming the due authorization, execution and constitutedelivery of this Agreement by the Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Acquirer, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have SkillSoft has all requisite corporate power and authority to execute enter into this Agreement, and deliver the SmartForce Option Agreement, subject (in the case of the Merger Agreement) only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsSkillSoft Voting Proposal") and by SkillSoft's stockholders under the DGCL (the "SkillSoft Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe SmartForce Option Agreement. Without limiting the generality of the foregoing, the SkillSoft Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair, advisable and in the best interests of SkillSoft and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of SkillSoft for their adoption and approval and resolved to recommend that the stockholders of SkillSoft vote in favor of the adoption of this Agreement and the approval of the Merger. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party SmartForce Option Agreement and the consummation of the transactions contemplated hereby and thereby by SkillSoft have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of SkillSoft, subject only (in the iPrint or Sub are necessary case of the Merger Agreement) to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebySkillSoft Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub SkillSoft and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubSkillSoft, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles the "Bankruptcy and Equity Exception"). The SmartForce Option Agreement, upon its execution, will be duly executed and delivered by SkillSoft and will constitute the valid and binding obligation of equitySkillSoft, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to receipt of the Company Stockholder Approval and deliver assuming the accuracy of the Parent’s and the Transitory Subsidiary’s representation and warranty set forth in Section 4.6, perform its obligations hereunder and consummate the Merger. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors acting on the unanimous recommendation of the Independent Committee, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- Merger on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated hereby by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and therebythe Company’s stockholders and (iv) directing that this Agreement be submitted to the Company’s stockholders at the Company Stockholders Meeting for their adoption and recommending that the stockholders of the Company adopt this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject to authorize this Agreement receipt of the Company Stockholder Approval and assuming the accuracy of the Parent’s and the other iPrint Transaction Documents Transitory Subsidiary’s representation and the transactions contemplated hereby and therebywarranty set forth in Section 4.6. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitutedelivery of this Agreement by the Parent and the Transitory Subsidiary, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the affirmative vote for approval and deliver adoption of this Agreement (the “Company Voting Proposal”) by the holders of a majority in voting power of the outstanding shares of Company Common Stock on the record date for the meeting of the Company’s stockholders (the “Company Meeting”) to consider adoption of this Agreement under the DGCL (the “Company Stockholder Approval”), to perform its obligations and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (i) the Special Committee at a meeting duly called and held, unanimously (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to which they are or will the Company Board for their approval and recommendation that the stockholders of the Company vote in favor of the adoption of this Agreement, and (ii) the Company Board, upon the recommendation of the Special Committee, at a meeting duly called and held, (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be parties (submitted to the "iPrint Transaction Documents") stockholders of the Company for their adoption and resolved to consummate recommend that the ---------------------------- transactions contemplated hereby and therebystockholders of the Company vote in favor of the adoption of this Agreement. The execution execution, delivery and delivery performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the "iPrint Transaction DocumentsCompany Board"), at a meeting duly called and held, by the unanimous vote of all directors present at the meeting (i) authorized this Agreement, (ii) approved the Offer and recommended that the holders of Company Securities tender their Company Securities to the Buyer pursuant to the Offer, and (iii) directed that the stockholder proposal set forth on Schedule C-1 (the "Company Voting Proposal") and the stockholder proposals set forth on Schedule C-2 (the "Additional Voting Proposals") be submitted to consummate the ---------------------------- transactions contemplated hereby stockholders of the Company for their adoption and therebyresolved to recommend that the stockholders of the Company vote in favor of the adoption of the Company Voting Proposal and the Additional Voting Proposals (the "Company Stockholder Approval"). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the Offer and the transactions contemplated hereby and thereby have by this Agreement by the Company has been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required approval of the transactions contemplated hereby and therebyCompany Voting Proposal by the Required Company Stockholder Vote. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles of equitythe "Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Seller has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents agreements contemplated hereby and, subject to which they are or will be parties obtaining the Governmental Approvals (including Gaming Approvals) set forth on Section 4.2(a) of the "iPrint Transaction Documents") and Seller Disclosure Letter, to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebythe other agreements contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements contemplated hereby by Seller and the consummation by Seller of the transactions that are contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions agreements contemplated hereby and therebyhave been duly authorized by all necessary action on the part of Seller. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been been, or will be when they are executed by iPrint and/or Subat Closing, as applicable, duly executed and delivered by iPrint and/or Sub Seller, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute when they are executed by iPrint and/or Subat Closing, as applicable, the valid and binding obligation of the other parties hereto or thereto (excluding Seller Parent), this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of iPrint and/or SubSeller, enforceable against iPrint and/or Sub, as the case may be, Seller in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) Laws governing bankruptcy, insolvency, moratorium moratorium, reorganization or other similar laws affecting Laws in effect that affect the enforcement of creditors' ’ rights generally generally, (ii) equitable limitations on the availability of specific remedies and (iiiii) general principles of equityequity (the “Enforceability Limitations”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebysuch Transaction Documents. The execution and delivery of this Agreement and the other iPrint such Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement and thereby such Transaction Documents have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Parent and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Sub. This Agreement has been, been and the other iPrint such Transaction Documents to which iPrint and/or Sub are parties have been or or, to the extent not executed as of the date hereof, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint Parent and Merger Sub. This Agreement and each of the Transaction Documents to which Parent and/or Merger Sub is a party constitutes, and each of the Transaction Documents to which Parent and/or Merger Sub will become a party when executed and delivered by Parent and/or Merger Sub will constitute, or will constitute when they are executed assuming the due authorization, execution and delivery by iPrint and/or Subthe other parties hereto and thereto, as applicable, the a valid and binding obligations obligation of iPrint Parent and/or Merger Sub, enforceable by the Company against iPrint and/or Parent or Merger Sub, as the case may be, in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Finisar and Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The Assuming the accuracy of the representations set forth in Section 3.24, the execution and delivery of this Agreement by Finisar and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation by them of the transactions contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by all necessary corporate action on the board part of directors of iPrint Finisar and Sub andSub, subject only to obtaining the iPrint approval of the issuance of shares of Finisar Common Stock in the Merger by the affirmative vote of the holders of a majority of the shares of Finisar Common Stock present or represented by proxy at the Finisar Stockholder Approval, Meeting (as defined in Section 6.166.7) (the "Finisar Stockholders Approval"). The directors of Finisar have unanimously approved this Agreement, no other actions or proceedings on declared the part Merger to be advisable and in the best interests of and fair to Finisar's stockholders, and resolved to recommend to the Finisar stockholders that such stockholders vote in favor of the iPrint or Sub are necessary issuance of the shares of Finisar Common Stock pursuant to authorize this Agreement the Merger (the "Finisar Board Recommendation;" each of the Finisar Board Recommendation and the other iPrint Transaction Documents and Optium Board Recommendation, as the transactions contemplated hereby and therebycontext requires, a "Board Recommendation"). This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Finisar and Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Finisar and Sub, enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy Law and other similar laws Law affecting creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Public Company and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the Public Company Stockholder Approval, and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Public Company Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors in attendance, (i) determined that the Merger is fair to, and in the best interests of Public Company and its stockholders and (ii) directed that the Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals, be submitted to the stockholders of Public Company for their approval and resolved to recommend that the stockholders of Public Company vote in favor of the approval of Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by Public Company and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of Public Company and Merger Sub, subject only to the iPrint or Sub are necessary to authorize required receipt of the Public Company Stockholder Approval and the adoption of this Agreement and by Public Company in its capacity as the other iPrint Transaction Documents and the transactions contemplated hereby and therebysole stockholder of Merger Sub. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or each of Public Company and Merger Sub and, assuming the due execution and constitutedelivery by Merger Partner, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or each of Public Company and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, Public Company and Merger Sub in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws applicable legal requirements affecting creditors' or relating to the rights of creditors generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other documents and, subject to which they are or will be parties the approval of this Agreement by the Company’s shareholders under the NJBCA (the "iPrint Transaction Documents") “Company Shareholder Approval”), to perform its obligations hereunder and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and thereby. The execution held, unanimously, (i) adopted this Agreement in accordance with the provisions of the NJBCA, and delivery (ii) directed that this Agreement be submitted to the shareholders of the Company for their approval and resolved to recommend that the shareholders of the Company vote in favor of the approval of this Agreement (the “Company Board Recommendation”). The execution, delivery and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby the Shareholder Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming due authorization, execution and constitute, or will constitute when they are executed delivery hereof by iPrint and/or each of the Buyer and the Merger Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, consummate the Merger. The Company Board, at a meeting duly called and deliver held, by the unanimous vote of all directors, duly adopted resolutions (i) approving and declaring the advisability of this Agreement, the Merger, the Offer and the other transactions contemplated by this Agreement, (ii) declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby Merger and therebythat the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. The Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6 and that the Merger is consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyCompany. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Merger Partner’s stockholders under the DGCL (the “Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called and deliver held, by the unanimous vote of all directors, or by unanimous written consent in lieu of a meeting, (i) determined that the Merger is advisable, fair and in the best interests of Merger Partner and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of Merger Partner for their adoption and resolved to recommend that the stockholders of Merger Partner vote in favor of the adoption of this Agreement and (iv) to the extent necessary, adopted a resolution having the effect of causing Merger Partner not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Merger Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Merger Partner and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties the approval of this Agreement (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the MBCA (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the MBCA, (iii) directed that this Agreement be submitted to the stockholders of the Company for their approval and voted to recommend that the stockholders of the Company vote in favor of the approval of this Agreement, and (iv) to the extent necessary, adopted a vote having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Section 3.4.1 The Company has all requisite necessary corporate power and authority to execute and deliver this Agreement and all other documents each Ancillary Agreement to which they are or will be parties (the "iPrint Transaction Documents") it is a party, to perform its obligations hereunder and thereunder and to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebyeach Ancillary Agreement to be consummated by the Company. The execution and delivery of this Agreement and the other iPrint Transaction Documents each Ancillary Agreement to which iPrint or Sub it is or will be a party by the Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate action and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or corporate proceedings on the part of the iPrint or Sub Company and no stockholder votes are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby other than, with respect to the Merger, as provided in Section 3.18. The Special Committee, at a meeting thereof duly called and held, (i) unanimously determined that the Merger and the other iPrint Transaction Documents transactions contemplated herein are fair to, and in the best interests of, the Company and the stockholders of the Company (other than Parent and any Parent Subsidiary), and has declared the Merger advisable, and (ii) unanimously recommended that the Company Board approve and adopt the Merger and this Agreement. In accordance with the Company Certificate and the Company By-Laws, the Company Board has approved this Agreement and each Ancillary Agreement to which it is a party, declared advisable the transactions contemplated hereby and thereby and has directed that the Merger, this Agreement and each Ancillary Agreement to which it is a party and the transactions contemplated hereby and therebythereby be submitted to the Company's stockholders for approval at a meeting of such stockholders. This Agreement has been, and the other iPrint Transaction Documents each Ancillary Agreement to which iPrint and/or Sub are parties it is a party have been or will be when they are executed by iPrint and/or Sub, as applicable, duly authorized and validly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a legal valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective terms, terms except as such to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights generally and by equitable principles (ii) general principles regardless of equitywhether enforcement is sought in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery adoption of this Agreement (the “Company Voting Proposal”) by the Required Company Stockholder Vote (as defined below), to perform its obligations hereunder and consummate the other iPrint Transaction Documents transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, with all directors present and voting in favor, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved the Merger in accordance with the provisions of the DGCL, and (iii) directed that this Agreement be submitted to which iPrint or Sub is or will be a party the stockholders of the Company for their approval and resolved to recommend, subject to the provisions of Section 6.1 of this Agreement, that the stockholders of the Company vote in favor of the approval of this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and receipt of the transactions contemplated hereby and therebyRequired Company Stockholder Vote. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and (ii) to general principles of equityequity principles.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Required Company Stockholder Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and deliver held, (i) determined that the Offer, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery and performance of this Agreement and all the consummation of the transactions contemplated hereby, including the Offer and the Merger and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption if required by the DGCL and resolved to make the Recommendation, and (iv) adopted a resolution rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, this Agreement and the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyelecting that the Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any Takeover Laws that may purport to be applicable to this Agreement or any of the transactions contemplated hereby. The Assuming the accuracy of the representations and warranties of Buyer and Acquisition Sub in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyRequired Company Stockholder Vote. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the approval of the principal terms of the Merger (the “Company Voting Proposal”) by the Company’s shareholders under the CGCL (the “Company Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its shareholders, (ii) approved this Agreement and all approved the Agreement of Merger in accordance with the provisions of the CGCL, (iii) directed that this Agreement and the principal terms of the Merger be submitted to the shareholders of the Company for their approval and resolved to recommend that the shareholders of the Company vote in favor of the approval of the principal terms of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the approval of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the MBCA (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement and all declared its advisability in accordance with the provisions of the MBCA, (iii) directed that this Agreement be submitted to the stockholders of the Company for their approval and voted to recommend that the stockholders of the Company vote in favor of the approval of this Agreement, and (iv) to the extent necessary, adopted a vote having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution execution, delivery and delivery performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement Agreement, perform its obligations hereunder and, subject to the receipt of the approval of the Company Shareholders at the General Meeting and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to approval of the Court Order, consummate the ---------------------------- transactions contemplated hereby and thereby, including the Scheme. The execution execution, delivery and delivery performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub Company Board and, except for the approval of the Company Shareholders at the General Meeting and the filing of the required documents and other actions in connection with the Scheme with, and subject to obtaining the iPrint Stockholder Approvalreceipt of the required sanctioning of the Scheme by, as defined in Section 6.16the Court, no other actions or proceedings corporate action on the part of the iPrint Company or Sub are vote of the Company Shareholders is necessary to authorize the execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The Company Board, at a meeting duly called and held, by the unanimous vote of all Company Directors, duly adopted the Company Board Recommendation, which such recommendation included, but was not limited to, the Company Board (i) determining and declaring that it is in the best interests of the Company and the Company Shareholders that the Company enter into this Agreement and consummate the Acquisition, including the Scheme and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Acquisition, Scheme and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Acquisition are fair to the Company and the Company Shareholders, (iv) directing that this Agreement and the Scheme be submitted to Company Shareholders for their adoption and recommending adoption of this Agreement and the Scheme by such Company Shareholders (the “Company Shareholder Approval”) and (v) directing that an application be made to the Court pursuant to this Scheme. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitutedelivery of this Agreement by the Acquirer, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and deliver held, (i) unanimously determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the accuracy of the representations and thereby. The warranties of Buyer and Acquisition Sub in Section 4.7, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have all Seller has the requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents each of the Ancillary Agreements to which they are or will be parties (the "iPrint Transaction Documents") it is a party and to consummate the ---------------------------- transactions contemplated hereby Transaction and therebyperform its obligations hereunder and thereunder. The As of the date that the Joinder is deliver to Purchaser, the execution and delivery by Seller of this Agreement, each Ancillary Agreement and the other iPrint Transaction Documents to which iPrint or Sub it is or will be a party and the Joinder (if and when delivered) and the consummation by Seller of the transactions contemplated hereby Transaction and thereby the performance of its obligations hereunder and thereunder have been duly and validly approved and authorized by the board of directors of iPrint and Sub Seller and, except for subject to obtaining approval of the iPrint Merger Agreement by holders of at least a majority of the outstanding shares of Seller’s common stock, par value $0.01 per share (such vote, together with the occurrence of any related advisory votes, the “Seller Stockholder Approval, as defined in Section 6.16”), no other actions or corporate proceedings on the part of the iPrint Seller or Sub vote of Seller’s securityholders are necessary to authorize the consummation of the Transaction. As of the date that the Joinder is deliver to Purchaser, this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or each Ancillary Agreement will be when they are executed by iPrint and/or Sub, as applicableat or prior to the Closing, duly executed and delivered by iPrint and/or Sub Seller and, assuming the due authorization, execution and delivery by the other parties (other than the Companies), this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or SubSeller, enforceable against iPrint and/or Sub, as the case may be, Seller in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery adoption of this Agreement (the “Company Voting Proposal”) by the Company’s shareholders under the CGCL (the “Company Stockholder Approval”), to perform its obligations under and consummate the other iPrint Transaction Documents transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, with all directors present voting in favor, (i) determined that the Merger is fair and in the best interests of the Company and its shareholders, (ii) approved the Merger in accordance with the provisions of the CGCL, and (iii) directed that this Agreement be submitted to which iPrint or Sub is or will be a party the shareholders of the Company for their approval and resolved to recommend (subject to the provisions of Section 6.1 of this Agreement) that the shareholders of the Company vote in favor of the approval of this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint The Company and Sub CNL Partnership, respectively, have all requisite corporate or limited partnership power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated by this Agreement, including the Mergers. The Company Board has (i) approved this Agreement, the Mergers and the other transactions contemplated by this Agreement and declared that the Mergers and the other transactions contemplated by this Agreement are in the best interests of the Company and its stockholders on the terms and subject to the conditions set forth herein, (ii) directed that this Agreement, the Mergers and the other transactions contemplated hereby be submitted for consideration at a special meeting of the holders of the Company Common Stock (the “Company Meeting”) and thereby(iii) recommended the approval of this Agreement, the Mergers and the other transactions contemplated hereby to the holders of the Company Common Stock. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by the Company and thereby CNL Partnership, including the Mergers, have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company and partnership action on the part of CNL Partnership, subject only to authorize this Agreement and affirmative approval of the other iPrint Transaction Documents and Company Merger by holders of a majority of the transactions contemplated hereby and therebyoutstanding shares of Company Common Stock outstanding at the close of business on the record date for the Company Meeting (the “Company Stockholder Approval”). This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, CNL Partnership and constitutes the valid and binding obligations obligation of iPrint and/or Subeach of the Company and CNL Partnership, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), consummate the Merger and deliver the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the board of directors of the Company (the “Company Board”), at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger and this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger and this Agreement and all declared their advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to this Agreement, the Company Stockholder Agreement, the Merger or any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement or the Company Stockholder Agreement, in each case which resolutions, except after the date hereof to the extent expressly permitted by Section 6.1(b), have not been rescinded, modified or withdrawn in any way. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the adoption of this Agreement, approval of the Merger and all the other documents to which they are or will be parties transactions set forth herein (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), by resolution at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and therebydeclared the advisability of this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement, the Merger and the other transactions contemplated hereby be submitted to the stockholders of the Company, according to the terms of this Agreement, for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of all other such matters, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law, regulation or other legal requirement that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. None of the foregoing resolutions have been rescinded, modified or withdrawn in any manner except as may be permitted by the terms of this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitutethe Company and, or will constitute when they are executed by iPrint and/or Subthe Buyer and the Transitory Subsidiary, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, (i) determined that the Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger, the Offer and this Agreement and declared its advisability in accordance with the provisions of the DGCL and took all corporate actions required to be taken by the Company Board to authorize the transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, to the extent required by applicable law, and (iv) to the extent necessary, adopted a resolution, assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger, the Offer or the other transactions contemplated by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation. The Assuming the accuracy of the representations and warranties of Parent and Purchaser in Section 4.4, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval, to the extent required by applicable law. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other documents and, subject to which they are or will be parties the approval of this Agreement by the Company’s shareholders under the VBCA (the "iPrint Transaction Documents") “Company Shareholder Approval”), to perform its obligations hereunder and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and thereby. The execution held, unanimously (i) adopted this Agreement in accordance with the provisions of the VBCA, and delivery (ii) directed that this Agreement be submitted to the shareholders of the Company for their approval and resolved to recommend that the shareholders of the Company vote in favor of the approval of this Agreement (the “Company Board Recommendation”). The execution, delivery and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party performance of this Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming due authorization, execution and constitutedelivery hereof by each of the Buyer and the Transitory Subsidiary, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, assuming that the Merger will be consummated in accordance with Section 251(h) of the DGCL, consummate the Merger. The Company Board, at a meeting duly called and deliver held, by the unanimous vote of all directors, duly adopted resolutions (i) approving the execution and delivery by the Company of this Agreement and all declaring the advisability of this Agreement, the Merger, the Offer and the other documents to which they are or will be parties transactions contemplated by this Agreement, (ii) declaring that it is in the "iPrint Transaction Documents") best interests of the Company and to the stockholders of the Company that the Company enter into this Agreement and consummate the ---------------------------- Merger and that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders, (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer and (v) subject to the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 4.6 hereof, approved the Parent, the Purchaser and their respective Affiliates and this Agreement and the transactions contemplated hereby (including the Offer and therebythe Merger) in order to render the restrictions on business combinations set forth in Section 203 of the DGCL to be inapplicable to the Parent, the Purchaser and their respective Affiliates and this Agreement and the transactions contemplated hereby (including the Offer and the Merger). The Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.6 and that the Merger will be consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyCompany. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Larscom has all requisite corporate power and authority to execute and deliver this Agreement, subject only to the adoption of this Agreement and all other documents to which they are or will be parties approval of the Merger (the "iPrint Transaction DocumentsLarscom Voting Proposal") by Larscom's stockholders under the DGCL and the rules of The Nasdaq Stock Market, Inc. and applicable law (the "Larscom Stockholder Approval"), to perform its obligations hereunder and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Larscom Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair, advisable and in the best interests of Larscom and its stockholders, (ii) adopted and approved this Agreement in accordance with the provisions of the DGCL and the Larscom Charter Documents, (iii) approved the Larscom Voting Agreement and the transactions contemplated thereby, and (iv) directed that this Agreement and the Larscom Voting Proposal be submitted to the stockholders of Larscom for their adoption and approval and resolved to recommend that the stockholders of Larscom vote in favor of the adoption of this Agreement and the approval of the Larscom Voting Proposal. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by Larscom have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Larscom, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyLarscom Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Larscom and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubLarscom, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles the "Bankruptcy and Equity Exception"). No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of equitythe transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, subject only to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and deliver held, by the unanimous vote of all directors (i) determined that the Merger, the Offer and this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger, the Offer and this Agreement and all declared their advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, to the extent required by applicable law, (iv) to the extent necessary, adopted resolutions having the effect of causing the Company not to be subject to any takeover law or similar law that might otherwise apply to this Agreement, the Stockholders’ Agreement, the Merger, the Offer or any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement or the Stockholders’ Agreement and thereby(v) recommended that the holders of Company Common Stock tender their shares into and accept the Offer. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval to the extent required by applicable law. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as to the extent that such enforceability (A) may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors' ’ rights generally generally, and (iiB) is subject to general principles of equity. Each member of the Company Board (1) is a “Continuing Director” defined in the Certificate of Incorporation of the Company) and (2) is not an “Interested Stockholder” defined in the Certificate of Incorporation of the Company) or affiliated with an “Interested Stockholder”. The Company is not subject to Section 2115 of the California Corporations Code.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Seller has all requisite corporate limited partnership power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") Agreements and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Transaction Agreements (collectively, the “Transactions”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Agreements and the consummation of the transactions contemplated hereby and thereby Transactions by Seller have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary limited partnership action on the part of the iPrint or Sub are necessary to authorize this Seller. This Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties Agreements have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Seller and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or SubSeller, enforceable against iPrint and/or Sub, as the case may be, Seller in accordance with their respective terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (iiregardless of whether enforcement is sought in a proceeding at law or in equity) (the “Bankruptcy and Equity Exception”). Other than the consent of the general principles partner of equitySeller and the consent of the Majority Apax Holders (as defined in the limited partnership agreement of the Seller), each of which has been obtained prior to the date of this Agreement and evidence of which has been delivered to Buyer, there is no vote or consent of any partner, general or limited, or any other equity holder of Seller, required in connection with Seller’s entry into this Agreement or any other Transaction Agreement to which the Seller is a party, or with the consummation of the Transactions.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and deliver held, (i) determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL, and (iii) directed that this Agreement be submitted to which they are or will be parties (the "iPrint Transaction Documents") stockholders of the Company for adoption and resolved to consummate recommend that the ---------------------------- transactions contemplated hereby stockholders of the Company adopt this Agreement. Assuming the accuracy of the Buyer’s and thereby. The the Merger Subsidiary’s representations and warranties set forth in Section 4.15, the execution and delivery of this Agreement and by the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company and the consummation by the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, Table of Contents enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exceptions”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver this Agreement and all the other agreements, instruments and documents contemplated by the terms of this Agreement to which they are be executed and delivered by the Buyer or will be parties the Transitory Subsidiary, including (in the "iPrint Transaction Documents"case of the Buyer) the Escrow Agreement and to consummate the ---------------------------- transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution and delivery by the Buyer and the Transitory Subsidiary of this Agreement and the other iPrint Transaction Documents agreements instruments and documents contemplated by the terms of this Agreement to which iPrint be executed and delivered by the Buyer or Sub is or will be a party the Transitory Subsidiary, including (in the case of the Buyer) the Escrow Agreement and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement Buyer and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyTransitory Subsidiary, respectively. This Agreement has beenand all other agreements, instruments and documents contemplated by the other iPrint Transaction Documents terms of this Agreement to which iPrint and/or Sub are parties be executed and delivered by the Buyer or the Transitory Subsidiary, including (in the case of the Buyer) the Escrow Agreement have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Buyer and constitute, the Transitory Subsidiary and constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Buyer and the Transitory Subsidiary, enforceable against iPrint and/or Sub, as the case may be, them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Xxxxxx Partner’s Shareholders under the DGCL and deliver the certificate of incorporation of Merger Partner (the “Merger Partner Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair to, and in the best interests of, Xxxxxx Partner and its Shareholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the Shareholders of Xxxxxx Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Xxxxxx Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Xxxxxx Partner and, assuming the due execution and constitutedelivery of this Agreement by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Required Company Stockholder Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, by the unanimous vote of all directors present at the meeting (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared Table of Contents its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. Assuming the accuracy of the representations and thereby. The warranties of the Buyer and the Transitory Subsidiary in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyRequired Company Stockholder Vote. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other similar laws affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (x) the transactions contemplated hereby have been duly recommended by the Special Committee and thereby(y) the Company Board, at a meeting duly called and held, duly (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitutedelivery by Buyer and Transitory Subsidiary, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (ii) general principles of equitywhether such enforceability is considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to the extent required by applicable law, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and deliver held, (i) determined that the Offer and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL and (iii) resolved to which they are or will be parties (recommend that the "iPrint Transaction Documents") stockholders of the Company vote in favor of the adoption of this Agreement to the extent required by applicable law. Assuming the accuracy of the representations and to consummate warranties of the ---------------------------- transactions contemplated hereby Parent and thereby. The the Purchaser in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval to the extent required by applicable law. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and therebyheld on or prior to the date hereof, by the unanimous vote of all directors (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the -11- transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles of equitythe "Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform their respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which iPrint or Sub is or will be a party the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary Company. Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair to authorize and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Company and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties the approval of this Agreement (the "iPrint Transaction Documents"“Company Voting Proposal”) by the Company’s stockholders under the MBCA (the “Company Stockholder Approval”), to perform its obligations under and to consummate the ---------------------------- transactions contemplated hereby Transactions. Without limiting the generality of the foregoing, the Special Committee, at a meeting duly called and therebyheld, with all members present voting in favor, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved the Merger and this Agreement in accordance with the provisions of the MBCA, and (iii) directed that this Agreement be submitted to the stockholders of the Company for their approval and resolved to recommend that the stockholders of the Company vote in favor of the approval of this Agreement. The execution Special Committee’s approval of the Merger also satisfies the provisions of Section 302A.673 of the MBCA. Each of the Company, the Company’s Board of Directors and the Special Committee has taken all actions necessary to ensure that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States (including Sections 302A.671 and 302A.673 of the MBCA) applicable to the Company shall be applicable to this Agreement, the Merger or the other Transactions. The execution, delivery and performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby Transactions by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming due authorization, execution and constitute, or will constitute when they are executed delivery by iPrint and/or the Buyer and the Merger Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Seller has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and all the other documents agreements contemplated hereby to which they are or will be parties (executed by the "iPrint Transaction Documents") Seller and to consummate perform the ---------------------------- transactions contemplated hereby Seller’s obligations hereunder and therebythereunder. The execution and delivery by the Seller of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby to which iPrint or Sub is or will be a party executed by the Seller and the performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary limited liability company action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebySeller. This Agreement has been, and all other agreements contemplated hereby to be executed by the other iPrint Transaction Documents to which iPrint and/or Sub are parties Seller have been or will be when they are executed by iPrint and/or Sub, as applicable, duly and validly executed and delivered by iPrint and/or Sub the Seller and, assuming the due authorization, execution and constitutedelivery by each party thereto (other than the Seller, the Company or any of its Subsidiaries or any Affiliates of any of the foregoing), constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Seller, enforceable against iPrint and/or Sub, as the case may be, Seller in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting Laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) subject to general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Merger Partner’s stockholders under the DGCL and deliver the certificate of incorporation of Merger Partner (the “Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Merger Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Merger Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Merger Partner and, assuming the due execution and constitutedelivery of this Agreement by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- Merger and the other transactions contemplated hereby by, this Agreement and therebysuch other Transaction Documents. The execution and delivery by the Company of, the performance of its obligations under, and the consummation of the Merger and the other transactions contemplated by, this Agreement and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary corporate action on the part of the Company, subject only to the adoption and approval of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be transactions contemplated hereby, including the Merger, by the Company’s stockholders holding in the aggregate (a) at least a party and the consummation majority of the transactions contemplated hereby issued and thereby have been duly outstanding shares of Preferred Stock and validly approved (b) at least a majority of the issued and authorized by outstanding shares of Preferred Stock and Common Stock (voting as a single class) (the board of directors of iPrint and Sub and, subject to obtaining the iPrint “Company Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby”). This Agreement has been, been and the such other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or or, when executed and delivered, will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company. This Agreement and each of the other Transaction Documents to which the Company is a party constitutes, and each of the other Transaction Documents to which the Company will become a party, when executed and delivered by the Company, will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Sub, the Company enforceable by Parent against iPrint and/or Sub, as the case may be, Company in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s stockholders as described in Section 3.4(d) (the “Company Stockholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that this Agreement and the Merger, taken together, are fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL and took all corporate action required to be taken by the Company Board to authorize the transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance by the Company of its obligations under this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the “Company Board”), at a meeting duly called and deliver held, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and 8 resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation. None of such actions of the Company Board has been amended, rescinded or modified; provided that such actions may be amended, rescinded or modified after the date of this Agreement in accordance with Section 6.1. Assuming the accuracy of the representations and thereby. The warranties of Buyer and Merger Sub in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which iPrint or Sub is or will be a party the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize Company. Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, of the Closing Date duly and validly executed and delivered by iPrint and/or Sub the Company and constitute, constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium the terms hereof or other similar laws affecting creditors' rights generally and (ii) general principles of equitythereof.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement, the Merger and deliver the transactions contemplated hereby (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (A) the Company Board, at a meeting duly called and held has, acting upon the unanimous recommendation of the Special Committee, unanimously (other than with respect to a single director who recused himself from deliberations concerning, and voting with the Company Board on, this transaction) (i) determined that this Agreement, the Merger and the transactions contemplated hereby are fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby, and (iv) to the extent applicable, irrevocably adopted a resolution having the effect of causing the Company not to be subject to any “moratorium,” “control share,” “fair price,” or other documents anti-takeover law or regulation or similar law or regulation that might otherwise apply to which they are or will be parties the Merger and any other transactions contemplated by this Agreement (the "iPrint Transaction Documents") recommendation of the Company Board that the stockholders of the Company vote to adopt this Agreement, the Merger and to consummate the ---------------------------- transactions contemplated hereby being referred to herein as the “Company Board Recommendation”) and thereby(B) the Special Committee, at a meeting duly called and held, has unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the holders of the Company Common Stock. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint Company Board and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company has been taken, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Mxxxxx Partner’s stockholders under the Corporations Act and deliver Merger Partner’s certificate of incorporation, as amended (the “Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board has unanimously (as among all directors in attendance) (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the Corporations Act, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Mxxxxx Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Mxxxxx Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Mxxxxx Partner and, assuming the due execution and constitutedelivery by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") by the Company's stockholders under the DGCL and as set forth in Section 3.3(d) (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and therebyheld (i) unanimously approved this Agreement, (ii) determined that the Merger is fair and in the best interests of the Company and its stockholders, (iii) declared the advisability of, approved and adopted this Agreement in accordance with the provisions of the DGCL, (iv) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Other than the Company Stockholder Approval, no other iPrint Transaction Documents to which iPrint approvals, consents, waivers or Sub is or will be a party and other conditions are required for the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equityhereby.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have COR has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party COR Voting Agreements and the consummation of the transactions contemplated hereby and thereby by this Agreement by COR have been duly and validly approved and authorized by all necessary corporate action on the part of COR and its Subsidiaries, subject only to the adoption of this Agreement and the approval of the Merger by COR's stockholders under the DGCL. Without limiting the generality of the preceding sentence, the board of directors of iPrint COR (at a meeting duly called and Sub andheld) has (i) unanimously determined that the Merger is advisable and in the best interests of COR and its stockholders, subject to obtaining (ii) unanimously authorized and approved the iPrint Stockholder Approvalexecution, as defined in Section 6.16delivery and performance of this Agreement by COR and unanimously approved the Merger, no other actions or proceedings on (iii) unanimously recommended the part adoption of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents approval of the Merger by COR's stockholders and directed that this Agreement be submitted for consideration by COR's stockholders at a meeting of COR's stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated hereby and therebyby this Agreement or the COR Voting Agreements not to be subject to the restrictions set forth in any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub COR and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubCOR, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles of equitythe "Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. At a meeting duly called and therebyheld, the Company Board, by the unanimous vote of all directors (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL and the Company's Restated Certificate of Incorporation, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or the Stockholders' Agreement. The Concurrently with the execution of this Agreement, the Company Stockholder Approval has been obtained in accordance with the provisions of the DGCL, the Company's Restated Certificate of Incorporation and the terms of the Company Stockholders Agreement (as defined below). No other corporate proceedings are necessary to authorize the execution and delivery of this Agreement and by the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyhereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute(assuming due authorization, or will constitute when they are executed execution and delivery of this Agreement by iPrint and/or S Sub, as applicablethe Parent, the Buyer and the Acquisition Subsidiary) constitutes the legal, valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting creditors' rights generally and by general equitable principles (ii) general principles of equitywhether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other each of the agreements and documents contemplated hereby to which they are or will be parties Company is a party (the "iPrint Transaction DocumentsCompany Ancillary Agreements") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Company Ancillary Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company Ancillary Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Agreements by Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Company other than, with respect to the iPrint or Sub are necessary to authorize Merger, the approval and adoption of this Agreement and the other iPrint Transaction Documents Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and Company Preferred Stock, and the transactions contemplated hereby and therebyfiling of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been, been and each of the other iPrint Transaction Documents to which iPrint and/or Sub are parties have Company Ancillary Agreements has been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Company and constitute(assuming the due execution and delivery of such agreements by the other parties thereto) constitutes or, with respect to the Company Ancillary Agreements, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or SubCompany, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except . The Board of Directors of Company has not taken any action to accelerate any Options granted under the Company Stock Plans (other than as such enforceability may be limited provided in Options heretofore granted by (iCompany) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles has approved the treatment of equitythe Options set forth in Section 1.6 of this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, based on the unanimous recommendation of the Special Committee, duly (i) determined unanimously that the Merger is fair from a financial point of view to the stockholders of the Company, (ii) unanimously approved this Agreement in accordance with the provisions of the DGCL, (iii) unanimously directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and unanimously resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, unanimously adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law (including Section 203 of the DGCL) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement (collectively, the "Board Recommendation"). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which iPrint or Sub is or will be a party the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize Company. Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, duly and validly executed and delivered by iPrint and/or Sub the Company and constitute, constitute or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, it in accordance with their respective terms, except as such enforceability may be limited by subject to (iA) Laws of general application relating to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally insolvency and the relief of debtors and (iiB) general principles rules of equityLaw governing specific performance, injunctive relief and other equitable remedies (such Laws in clauses (A) and (B) are hereinafter collectively referred to as the “Applicable Bankruptcy Laws”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of the Buyer and Sub have the Transitory Subsidiary has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject only to which they are or will be parties the approval of the Buyer Voting Proposal by the Buyer's stockholders under the rules of The NASDAQ Stock Market (the "iPrint Transaction DocumentsBuyer Stockholder Approval") and ), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Buyer (the "Buyer Board"), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Buyer and its stockholders, (ii) directed that the Buyer Voting Proposal be submitted to the stockholders of the Buyer for their approval and resolved to recommend that the stockholders of the Buyer vote in favor of the Buyer Voting Proposal and (iii) to the extent necessary, adopted a resolution having the effect of causing the Buyer not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by the Buyer and thereby the Transitory Subsidiary have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of the iPrint or Sub are necessary to authorize this Agreement Buyer and the other iPrint Transaction Documents and Transitory Subsidiary (including the transactions contemplated hereby and therebyapproval of the Merger by the Buyer in its capacity as the sole stockholder of the Transitory Subsidiary), subject only to the required receipt of the Buyer Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub each of the Buyer and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the Transitory Subsidiary and constitutes the valid and binding obligations obligation of iPrint and/or Subeach of the Buyer and the Transitory Subsidiary, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Purchaser and Purchaser Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents Transaction Documents to which they are it is or will be parties (the "iPrint Transaction Documents") become a party, and to perform its obligations under, and to consummate the ---------------------------- transactions contemplated hereby by, this Agreement and therebysuch other Transaction Documents. The execution and delivery by Purchaser and/or Purchaser Sub of, the performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party its obligations under, and the consummation of the transactions contemplated hereby by, this Agreement and thereby such other Transaction Documents have been (or, to the extent not executed as of the date hereof, will be) duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary action on the part of the iPrint or Sub are necessary to authorize this Agreement Purchaser and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyPurchaser Sub. This Agreement has been, been and the such other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be (or, when they are executed and delivered by iPrint Purchaser and/or Purchaser Sub, as applicable, will be) duly executed and delivered by iPrint Purchaser and/or Purchaser Sub. This Agreement and each of the other Transaction Documents to which Purchaser and/or Purchaser Sub is a party constitutes, and each of the other Transaction Documents to which Purchaser and/or Purchaser Sub will become a party, when executed and delivered by Purchaser and/or Purchaser Sub, will constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint Purchaser and/or Purchaser Sub, enforceable by the Seller and the Group Companies against iPrint Purchaser and/or Sub, as the case may be, Purchaser Sub in accordance with their respective terms, except as such to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally applicable Bankruptcy and (ii) general principles of equityEquity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction Documents"“Company Voting Proposal”) and by the Company’s shareholders under the NGCL (the “Company Shareholder Approval”), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors and upon the approval and recommendation of a special committee of the Company Board comprised solely of four independent directors (i) determined that the Merger is fair and in the best interests of the Company and its shareholders, (ii) adopted this Agreement in accordance with the provisions of the NGCL, (iii) directed that this Agreement and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any provision of the NGCL relating to a merger with interested stockholders (including, without limitation, a “fair price,” “moratorium,” or “control share acquisition” statute) that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors' ’ rights and remedies generally and (ii) to general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other each of the agreements and documents contemplated hereby to which they are or will be parties Company is a party (the "iPrint Transaction DocumentsCompany Ancillary Agreements") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Company Ancillary Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company Ancillary Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Agreements by Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Company other than with respect to the iPrint or Sub are necessary to authorize Merger: the approval and adoption of this Agreement and the other iPrint Transaction Documents Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock, and the transactions contemplated hereby and therebyfiling of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been, been and each of the other iPrint Transaction Documents to which iPrint and/or Sub are parties have Company -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 12 Ancillary Agreements has been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Company and constitute(assuming the due execution and delivery of such agreements by the other parties thereto) constitutes or, with respect to the Company Ancillary Agreements, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicableconstitute, the valid and binding obligations of iPrint and/or SubCompany, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles the "Bankruptcy and Equity Exception"). The Board of equityDirectors of Company has not taken any action to accelerate any options granted under the Company Stock Plans or Warrants and has approved the treatment of the Options and Warrants set forth in Section 1.5 of this Agreement. Company has delivered or concurrently with the execution of this Agreement is delivering any required notice under the Warrants to the holders thereof.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform their respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which iPrint or Sub is or will be a party the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize Company. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, duly and validly executed and delivered by iPrint and/or Sub the Company party thereto and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or moratorium, and other similar laws Laws affecting creditors' ’ rights generally and (ii) by general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other each of the agreements and documents contemplated hereby to which they are or will be parties Company is a party (the "iPrint Transaction DocumentsCompany Ancillary Agreements") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Company Ancillary Agreements. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company Ancillary Agreements and the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Agreements by Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Company other than with respect to the iPrint or Sub are necessary to authorize Merger: the approval and adoption of this Agreement and the other iPrint Transaction Documents Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock, and the transactions contemplated hereby and therebyfiling of the Certificate of Merger with the Secretary of State of Delaware as required by the DGCL. This Agreement has been, been and each of the other iPrint Transaction Documents to which iPrint and/or Sub are parties have Company Ancillary -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Agreements has been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Company and constitute(assuming the due execution and delivery of such agreements by the other parties thereto) constitutes or, with respect to the Company Ancillary Agreements, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicableconstitute, the valid and binding obligations of iPrint and/or SubCompany, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles the "Bankruptcy and Equity Exception"). The Board of equityDirectors of Company has not taken any action to accelerate any options granted under the Company Stock Plans or Warrants and has approved the treatment of the Options and Warrants set forth in Section 1.5 of this Agreement. Company has delivered or concurrently with the execution of this Agreement is delivering any required notice under the Warrants to the holders thereof.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Merger Partner Voting Proposal”) by Merger Partner’s stockholders under the DGCL and deliver Merger Partner’s certificate of incorporation, as amended (the “Merger Partner Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board has unanimously (as among all directors in attendance) (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Merger Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Merger Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Merger Partner and, assuming the due execution and constitutedelivery by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the "Company Voting Proposal") by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to perform its obligations and deliver consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and held, with all directors present voting in favor, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved and adopted this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL, and (iii) directed that this Agreement be submitted to which they are or will be parties (the "iPrint Transaction Documents") stockholders of the Company for their adoption and resolved to consummate recommend that the ---------------------------- transactions contemplated hereby and therebystockholders of the Company vote in favor of the adoption of this Agreement. The execution execution, delivery and delivery performance of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles of equitythe "Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to perform its obligations and deliver consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (i) the Special Committee at a meeting duly called and held, unanimously (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to which they are or will the Company Board for their approval and recommendation that the stockholders of the Company vote in favor of the adoption of this Agreement, and (ii) the Company Board, upon the recommendation of the Special Committee, at a meeting duly called and held, (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be parties (submitted to the "iPrint Transaction Documents") stockholders of the Company for their adoption and resolved to consummate recommend that the ---------------------------- transactions contemplated hereby and therebystockholders of the Company vote in favor of the adoption of this Agreement. The execution execution, delivery and delivery performance of this Agreement and by the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority (corporate and other) to execute and deliver this Agreement and all the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions agreements contemplated hereby and therebyto perform its respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other iPrint Transaction Documents agreements contemplated hereby and, subject to obtaining the Company Stockholder Approval, which iPrint or Sub is or will be a party the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint all necessary corporate and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings action on the part of the iPrint or Sub are necessary to authorize Company. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that this Agreement and the other iPrint Transaction Documents Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the transactions contemplated hereby and therebyapproval of the Merger. This Agreement has been, and the all other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been or will be when they are executed by iPrint and/or Sub, as applicable, duly and validly executed and delivered by iPrint and/or Sub the Company party thereto and constitute, constitutes or will constitute when they are executed by iPrint and/or Sub, as applicable, the a valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, them in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (af) iPrint Each of Buyer and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents the Ancillary Agreements to which they are Buyer or Merger Sub (as applicable) is or will be parties a party and, subject to the adoption of this Agreement by Buyer as sole stockholder of Merger Sub (which shall occur immediately after the "iPrint Transaction Documents") execution and delivery of this Agreement), to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents Ancillary Agreements to which iPrint Buyer or Merger Sub (as applicable) is or will be a party and the consummation of the transactions - 43 - contemplated hereby by this Agreement by Buyer and thereby Merger Sub have been duly and validly approved and authorized by their respective boards of directors. Upon the board approval of directors the Merger and the adoption of iPrint this Agreement by Buyer as sole stockholder of Merger Sub (which shall occur immediately after the execution and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16delivery of this Agreement), no other actions further corporate or proceedings on the part of the iPrint or Sub are necessary stockholder authorization will be required to authorize the execution, delivery and performance by Buyer or Merger Sub of this Agreement and such Ancillary Agreements and the other iPrint Transaction Documents consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents Ancillary Agreements to which iPrint and/or Buyer or Merger Sub are parties have been (as applicable) is or will be a party have been or, when they are executed by iPrint and/or Subexecuted, as applicable, will be duly and validly executed and delivered by iPrint and/or each of Buyer and Merger Sub and constitute, constitute or will constitute when they are executed by iPrint and/or Sub, (as applicable, ) the valid and binding obligations of iPrint and/or Subeach of Buyer and Merger Sub (as applicable), enforceable against iPrint and/or Sub, as the case may be, each of them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement and all other documents each Ancillary Agreement to which they are or will be parties it is a party and, subject, in the case of this Agreement, to the adoption of this Agreement (the "iPrint Transaction Documents"“Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to perform its obligations hereunder and thereunder and to consummate the ---------------------------- transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements to which it is a party. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the performance of the Company of its covenants and obligations hereunder, and declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and recommended that the stockholders of the Company vote in favor of the adoption of this Agreement, (iv) approved each of the Ancillary Agreements to which the Company is a party, and (v) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or any Ancillary -8- Agreement to which the Company is a party. The execution and delivery of this Agreement and the other iPrint Transaction Documents Ancillary Agreements to which iPrint or Sub the Company is or will be a party party, the performance of the Company of its covenants and obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize Company, with the consummation of such transactions contemplated by this Agreement and subject only to the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents each Ancillary Agreement to which iPrint and/or Sub are parties the Company is a party have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with its and their respective terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement, perform its obligations hereunder and, assuming the accuracy of the representations and deliver warranties of the Parent and the Merger Sub in Section 4.8 and receipt of the Company Stockholder Approval, consummate the Merger and the other transactions contemplated hereby. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby Merger on the terms and therebysubject to the conditions set forth herein, (ii) adopting, approving and declaring the advisability of this Agreement, the Merger and the other Transactions, (iii) declaring that the terms of the Merger are fair to the Company and the Company's stockholders and (iv) directing that this Agreement be submitted to the Company's stockholders at the Company Stockholders Meeting for their adoption and recommending that the stockholders of the Company adopt this Agreement. The Assuming the accuracy of the representations and warranties of the Parent and the Merger Sub in Section 4.8 and receipt of the Company Stockholder Approval, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby Transactions by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.the

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement. At a meeting duly called and therebyheld, the Company Board, by the unanimous vote of all directors (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL and the Company’s Restated Certificate of Incorporation, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law (including Section 203 of the DGCL) or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or the Stockholders’ Agreement. The Concurrently with the execution of this Agreement, the Company Stockholder Approval has been obtained in accordance with the provisions of the DGCL, the Company’s Restated Certificate of Incorporation and the terms of the Company Stockholders Agreement (as defined below). No other corporate proceedings are necessary to authorize the execution and delivery of this Agreement and by the other iPrint Transaction Documents to which iPrint or Sub is or will be a party Company and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and therebyhereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute(assuming due authorization, or will constitute when they are executed execution and delivery of this Agreement by iPrint and/or S Sub, as applicablethe Parent, the Buyer and the Acquisition Subsidiary) constitutes the legal, valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting creditors' ’ rights generally and by general equitable principles (ii) general principles of equitywhether considered in a proceeding in equity or at law).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Public Company and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the Public Company Stockholder Approval and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, Public Company Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors, (i) determined that the Merger is fair to, and in the best interests of Public Company and its stockholders and (ii) directed that the Public Company Voting Proposals be submitted to the stockholders of Public Company for their approval and resolved to recommend that the stockholders of Public Company vote in favor of the approval of Public Company Voting Proposals. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by Public Company and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of Public Company and Merger Sub, subject only to the iPrint or Sub are necessary to authorize required receipt of the Public Company Stockholder Approval and the adoption of this Agreement and by Public Company in its capacity as the other iPrint Transaction Documents and the transactions contemplated hereby and therebysole stockholder of Merger Sub. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or each of Public Company and Merger Sub and, assuming the due execution and constitutedelivery of this Agreement by Merger Partner, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or each of Public Company and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, Public Company and Merger Sub in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and, subject to the approval of this Agreement and all other documents to which they are or will be parties the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (with the Class A Common Stock and Class B Common Stock voting together as a single class for such purposes) (the "iPrint Transaction Documents") and “Company Shareholder Approval”), to consummate the ---------------------------- transactions contemplated hereby Merger. The Company Board, at a meeting duly called and therebyheld, has unanimously (i) determined that this Agreement and the Merger are in the best interests of the Company; (ii) adopted this Agreement; (iii) approved the Merger; (iv) directed that this Agreement and the Merger be submitted to the Company’s shareholders for approval; and (v) resolved to recommend approval of this Agreement and the Merger by the Company’s shareholders (the “Company Board Recommendation”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due authorization, execution and constitute, or will constitute when they are executed delivery of this Agreement by iPrint and/or the Parent and Merger Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (the “Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by the Company do not, and (iisubject to receipt of the Company Shareholder Approval) general principles the consummation by the Company of equity.the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Parent, Company and Sub have NewCo has all requisite corporate power and authority to execute and deliver enter into this Agreement and all the other documents agreements contemplated hereby and, subject to which they are or will be parties (obtaining the "iPrint Transaction Documents") Third Party Consents for the Assumed Real Estate Leases and the Assumed Obligations, to consummate the ---------------------------- transactions that are contemplated hereby by this Agreement and therebythe other agreements contemplated hereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party agreements contemplated hereby by Parent, Company and NewCo and the consummation by Parent, Company and NewCo of the transactions that are contemplated hereby and thereby have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions agreements contemplated hereby have been duly authorized by all necessary action on the part of Parent, Company and therebyNewCo. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties agreements contemplated hereby have been been, or will be when they are executed by iPrint and/or Subat Closing, as applicable, duly executed and delivered by iPrint Parent, Company and/or Sub NewCo, and assuming this Agreement and the other agreements contemplated hereby constitute, or will constitute when they are executed by iPrint and/or Subat Closing, as applicable, the valid and binding obligation of the other parties hereto, this Agreement and the other agreements contemplated hereby constitute, or will constitute at Closing, as applicable, the valid and binding obligations of iPrint and/or SubParent, Company and NewCo, enforceable against iPrint Parent, Company and/or Sub, as the case may be, NewCo in accordance with their respective terms, except subject, as such enforceability may be limited by to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereinafter in effect affecting creditors' ’ rights generally and (ii) general principles of equityequity (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint Each of Public Company and Merger Sub have has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the Public Company Shareholder Approval and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and adoption of this Agreement by Public Company in its capacity as the sole Shareholder of Merger Sub, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, Public Company Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors, (i) determined that the Merger is fair to, and in the best interests of Public Company and its shareholders and (ii) directed that the Public Company Voting Proposals be submitted to the shareholders of Public Company for their approval and resolved to recommend that the shareholders of Public Company vote in favor of the approval of Public Company Voting Proposals. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby by this Agreement by Public Company and thereby Merger Sub have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of each of Public Company and Merger Sub, subject only to the iPrint or Sub are necessary to authorize required receipt of the Public Company Shareholder Approval and the adoption of this Agreement and by Public Company in its capacity as the other iPrint Transaction Documents and the transactions contemplated hereby and therebysole Shareholder of Merger Sub. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or each of Public Company and Merger Sub and, assuming the due execution and constitutedelivery of this Agreement by Xxxxxx Partner, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or each of Public Company and Merger Sub, enforceable against iPrint and/or Sub, as the case may be, Public Company and Merger Sub in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint Xxxxxxx and Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Xxxxxxx and Sub, subject only to the iPrint or Sub are necessary approval of the shares to authorize this Agreement and be issued in the other iPrint Transaction Documents and Merger by Xxxxxxx'x shareholders under applicable provisions of the transactions contemplated hereby and therebyBy-Laws of the National Association of Securities Dealers, as amended. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Xxxxxxx and Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Xxxxxxx and Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of equity., regardless of whether asserted in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by Xxxxxxx and Sub does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of Xxxxxxx or certificate or Bylaws of Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Xxxxxxx or any of its respective Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to the consents, approvals, orders, authorizations, filings and registrations specified in Section 4.3.(c), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Xxxxxxx or any of its respective Subsidiaries or any of their properties or assets, except in the case of clause (ii) for any such violations, breaches, defaults, terminations, cancellations or accelerations which in the aggregate would not be reasonably likely to have a Xxxxxxx Material Adverse Effect, or a material adverse effect on the ability of Xxxxxxx or Sub to consummate the transactions contemplated by this Agreement. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Xxxxxxx or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (ii) the filing of the Certificates of Merger with the California Department and the Delaware Department, (iii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country, (v) applicable Blue Sky laws and (vi) such other consents, authorizations, filings, approvals and registrations which in the aggregate, if not obtained or made, would not be reasonably likely to have a Xxxxxxx Material Adverse Effect or a material adverse effect on the parties' ability to consummate the transactions contemplated by this Agreement. 4.4. Sec Filings; Financial Statements. (a) Xxxxxxx has filed and made available to LECG all forms, reports and documents required to be filed by Xxxxxxx with the SEC since July 26, 1996, (collectively, the "XXXXXXX SEC REPORTS"). The Xxxxxxx SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities A-19

Authority; No Conflict; Required Filings and Consents. (a) iPrint The Seller possesses the full legal right and Sub have all requisite corporate power and authority necessary in order to execute fully effectuate the terms and deliver conditions of this Agreement and all the other documents Transaction Documents (to which they are or will be parties (the "iPrint Transaction Documents") extent a party thereto), to perform the Seller’s obligations hereunder and thereunder and to consummate the ---------------------------- transactions contemplated hereby and thereby. The execution execution, delivery, and delivery performance by the Seller of this Agreement and the other iPrint Transaction Documents (to the extent a party thereto) has been duly and validly authorized by all necessary action (corporate or otherwise) on the part of the Seller. This Agreement and each Transaction Document to which the Seller is a party constitutes a valid and binding obligation of the Seller and the other Transaction Documents to which iPrint the Seller is a party, or Sub when executed and delivered by the Seller in accordance with the terms thereof, shall constitute a valid and binding obligation of the Seller, in each case, enforceable against the Seller in accordance with its terms, except in each case as may be limited by applicable bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by general principles of equity. This Agreement has been, and the Transaction Documents to which the Seller is a party will be, duly and validly executed and delivered by the Seller. (b) The execution, delivery, and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is or will be become a party, and the consummation by the Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law applicable to the Seller or (ii) require the consent or approval of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration or termination of, any instrument or agreement to which the Seller is a party or by which the Seller may be bound or affected, except to the extent that the occurrence of the foregoing items would not reasonably be expected to have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby. (c) The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which the Seller is or will become a party, and the consummation of the transactions contemplated hereby and thereby have been duly thereby, do not and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings on the part of the iPrint or Sub are necessary to authorize this Agreement and the other iPrint Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitutenot require filing with, or will constitute when they are executed by iPrint and/or Subany authorization, as applicableconsent, the valid and binding obligations of iPrint and/or Subapproval, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium exemption or other similar laws affecting creditors' rights generally and (ii) general principles of equity.action by, or notice or

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Required Company Stockholder Vote, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, upon the recommendation of the Special Committee of the Company Board appointed to negotiate the terms and provisions of this Agreement (the “Special Committee”) and by the unanimous vote of all directors present at the meeting (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate consummation of the ---------------------------- transactions contemplated hereby hereby, including the Merger, and therebydeclared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement not to be subject to any state takeover Law or similar Law that might otherwise apply to such execution, delivery, performance or consummation. The Assuming the accuracy of the representations and warranties of the Buyer and the Transitory Subsidiary in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and thereby. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations of iPrint and/or Sub, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.Required

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Merger Partner has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the "Merger Partner Voting Proposal") by Merger Partner's Shareholders under the DGCL and deliver the certificate of incorporation of Merger Partner (the "Merger Partner Shareholder Approval"), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Merger Partner Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair to, and in the best interests of, Merger Partner and its Shareholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the DGCL, (iii) declared this Agreement advisable, and (iv) determined to recommend that the Shareholders of Merger Partner vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Merger Partner have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Merger Partner, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyMerger Partner Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Merger Partner and, assuming the due execution and constitutedelivery of this Agreement by Public Company, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubMerger Partner, enforceable against iPrint and/or Sub, as the case may be, such party in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights generally and to general equity principles (ii) general principles of equitythe "Bankruptcy and Equity Exception").

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (together with any duly constituted committee thereof, the “Company Board”), at a meeting duly called and deliver held, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the execution, delivery or performance of this Agreement or the consummation of the Merger or the other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement not to be subject to any state takeover law or similar law that might otherwise apply to such execution, delivery, performance or consummation. None of such actions of the Company Board has been amended, rescinded or modified; provided that such actions may be amended, rescinded or modified after the date of this Agreement in accordance with Section 6.1. Assuming the accuracy of the representations and thereby. The warranties of Buyer and Merger Sub in Section 4.6, the execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and deliver held, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) approved this Agreement and all declared its advisability in accordance with the provisions of the DGCL, (iii) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constituteconstitutes the legal, or will constitute when they are executed by iPrint and/or Sub, as applicable, the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject to the approval of this Agreement following the proposal of such matter in the Proxy Statement (as defined below) (the “Company Voting Proposal”) by the Company’s shareholders under the DGCL (the “Company Shareholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company or any duly appointed committee thereof (the “Company Board”), has (i) determined that the Asset Sale is fair and deliver in the best interests of the Company and its shareholders, (ii) adopted this Agreement and all other documents declared its advisability in accordance with the provisions of the DGCL, and (iii) directed that this Agreement be submitted to which they are or will be parties (the "iPrint Transaction Documents") shareholders of the Company for their approval and resolved to consummate recommend that the ---------------------------- transactions contemplated hereby and therebyshareholders of the Company vote in favor of the approval of this Agreement, in each case subject to the Board’s rights pursuant to this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and, assuming the due execution and constitutedelivery by the Parent and the Buyer, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Xxxxxx has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions contemplated hereby by this Agreement, subject only to the approval of this Agreement (the “Xxxxxx Voting Proposal”) by Xxxxxx’x shareholders under the Companies Act (the “Xxxxxx Shareholder Approval”). Without limiting the generality of the foregoing, the Xxxxxx Board, at a meeting duly called and therebyheld, by the unanimous vote of all directors, approved resolutions that (i) determined that the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Xxxxxx and its shareholders, (ii) approved this Agreement in accordance with the provisions of the Companies Act, (iii) directed that the Xxxxxx Voting Proposal be submitted to the shareholders of Xxxxxx for their approval and (iv) recommended that the shareholders of Xxxxxx vote in favor of the approval of the Xxxxxx Voting Proposal. No Takeover Laws of the Islands of Bermuda apply or purport to apply to Xxxxxx with respect to the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Xxxxxx have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Xxxxxx, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyXxxxxx Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Xxxxxx and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubXxxxxx, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and all other documents and, subject to which they are or will be parties (receipt of the "iPrint Transaction Documents") and Company Shareholder Approval, to consummate the ---------------------------- transactions contemplated hereby by this Agreement. The Company Board has (i) deemed the Merger advisable and therebyin the best interests of the Company and its shareholders, (ii) adopted this Agreement, approved the Merger upon the terms and subject to the conditions set forth herein and approved the Ancillary Agreements, including the Shareholder Support Agreements, and the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, and (iii) recommended the approval of this Agreement by the shareholders of the Company (collectively, the “Company Board Recommendation”). The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, Company in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally subject to the Bankruptcy and (ii) general principles of equityEquity Exception.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the approval and deliver adoption of this Agreement and all other documents to which they are or will be parties the Plan of Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's shareholders under the VSCA (the "Company Shareholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the board of directors of the Company (the "Company Board"), at a meeting duly called and therebyheld, by the unanimous vote of all Directors (i) determined that the Merger, the Plan of Merger and this Agreement are in the best interests of the Company and its shareholders, (ii) adopted this Agreement and the Plan of Merger in accordance with the provisions of the VSCA, (iii) directed that this Agreement and the Plan of Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that the shareholders of the Company vote in favor of the adoption and approval of this Agreement and the Plan of Merger and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company, the Buyer, the Transitory Subsidiary and any Affiliate of any of them not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement or the Shareholder's Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Shareholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject only to the adoption of this Agreement and all other documents to which they are or will be parties the approval of the Merger (the "iPrint Transaction DocumentsCompany Voting Proposal") and by the Company's stockholders under the DGCL (the "Company Stockholder Approval"), to consummate the ---------------------------- transactions contemplated hereby by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the "Company Board"), at a meeting duly called and therebyheld, by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Company have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of the iPrint or Sub are necessary Company, subject only to authorize this Agreement and the other iPrint Transaction Documents and required receipt of the transactions contemplated hereby and therebyCompany Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub the Company and constitute, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or Subthe Company, enforceable against iPrint and/or Sub, as the case may be, in accordance with their respective its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) iPrint and Sub have Zircon has all requisite corporate power and authority to execute enter into this Agreement and, subject only to the adoption of this Agreement (the “Zircon Voting Proposal”) by Zircon’s stockholders under the CCC and deliver Zircon’s articles of incorporation (the “Articles”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Zircon Board has unanimously (i) determined that the Merger is fair to, and in the best interests of, Zircon and its stockholders, (ii) approved this Agreement, the Merger and the actions contemplated by this Agreement in accordance with the provisions of the CCC, (iii) declared this Agreement advisable, and (iv) determined to recommend that the stockholders of Zircon vote to adopt this Agreement and all thereby approve the Merger and such other documents to which they are or will be parties (the "iPrint Transaction Documents") and to consummate the ---------------------------- transactions actions as contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the other iPrint Transaction Documents to which iPrint or Sub is or will be a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Zircon have been duly and validly approved and authorized by the board of directors of iPrint and Sub and, subject to obtaining the iPrint Stockholder Approval, as defined in Section 6.16, no other actions or proceedings all necessary corporate action on the part of Zircon, subject only to the iPrint or Sub are necessary to authorize this Agreement and required receipt of the other iPrint Transaction Documents and the transactions contemplated hereby and therebyZircon Stockholder Approval. This Agreement has been, and the other iPrint Transaction Documents to which iPrint and/or Sub are parties have been or will be when they are executed by iPrint and/or Sub, as applicable, duly executed and delivered by iPrint and/or Sub Zxxxxx and, assuming the due execution and constitutedelivery by Harmony, or will constitute when they are executed by iPrint and/or Sub, as applicable, constitutes the valid and binding obligations obligation of iPrint and/or SubZircon, enforceable against iPrint and/or Sub, as the case may be, Zircon in accordance with their respective its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equity principles (ii) general principles of equitythe “Bankruptcy and Equity Exception”).