0000921895-09-002830 Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • December 1st, 2009 • Ramius LLC • Services-prepackaged software • Delaware

This Settlement Agreement (this “Agreement”) is made and entered into as of November 25, 2009, by and among Phoenix Technologies Ltd. (the “Company” or “Phoenix Technologies”) and the entities and natural persons listed on Exhibit A hereto (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 1st, 2009 • Ramius LLC • Services-prepackaged software

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 4 to the Schedule 13D originally filed on November 2, 2009 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Phoenix Technologies Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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