5,800,000 Shares PHOENIX TECHNOLOGIES LTD. Common Stock, par value $0.001 per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 29th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • New York
Phoenix Technologies Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of 5,800,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company. The aggregate of 5,800,000 shares so proposed to be sold is hereinafter referred to as the “Shares.” The Company hereby confirms its agreement with Needham & Company, LLC to act as Placement Agent (“Needham”, or the “Placement Agent”) in accordance with the terms and conditions hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2009 • Phoenix Technologies LTD • Services-prepackaged software • New York
The undersigned (the “Investor”) hereby confirms its agreement with Phoenix Technologies Ltd., a Delaware corporation (the “Company”), as follows:
