0000912057-01-544069 Sample Contracts

SDL International plc Butler House Market Street Maidenhead SL6 8AA United Kingdom Re: Stockholder Agreement Dear Sirs:
Stockholder Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • New York

The undersigned (the "Stockholder") understands that SDL International plc, a company organized under the laws of England and Wales ("Acquiror") is considering an acquisition of all or substantially all of the capital stock of ALPNET, Inc. (the "Acquisition").

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AGREEMENT AND PLAN OF MERGER dated as of December 12, 2001 by and among SDL plc Arctic Inc. and ALPNET, Inc.
Merger Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • Utah

This AGREEMENT AND PLAN OF MERGER dated as of December 12, 2001 (the "Agreement") is made and entered into by and among SDL plc, a company organized under the laws of England and Wales ("Parent"), Arctic Inc., a Utah corporation which is wholly owned directly or indirectly by Parent ("Sub"), and ALPNET, Inc., a Utah corporation (the "Company").

SHARE OPTION AGREEMENT
Share Option Agreement • December 20th, 2001 • Alpnet Inc • Services-business services, nec • Utah

SHARE OPTION AGREEMENT, dated as of December 12, 2001 (the "Agreement"), between ARCTIC INC., a Utah corporation ("Purchaser"), and ALPNET, INC., a Utah corporation (the "Company").

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