0000950123-10-023519 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • March 11th, 2010 • Safeguard Scientifics Inc • Investors, nec • New York

This Exchange Agreement (this “Agreement”), dated as of March 10, 2010, is entered into by and between Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), and Zazove Associates LLC, a Delaware limited liability company (“Zazove”).

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EXCHANGE AGREEMENT
Exchange Agreement • March 11th, 2010 • Safeguard Scientifics Inc • Investors, nec • New York

This Exchange Agreement (this “Agreement”), dated as of March 10, 2010, is entered into by and between Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), and each of the holders of the Old Debentures (as defined below) set forth on each of Schedule 1, Schedule 2 and Schedule 3 hereto, severally and not jointly (collectively, the “Holders”).

EXCHANGE AGREEMENT
Exchange Agreement • March 11th, 2010 • Safeguard Scientifics Inc • Investors, nec • New York

This Exchange Agreement (this “Agreement”), dated as of March 10, 2010, is entered into by and between Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), and First Manhattan Co., a New York limited partnership (“FMC”).

EXCHANGE AGREEMENT
Exchange Agreement • March 11th, 2010 • Safeguard Scientifics Inc • Investors, nec • New York

This Exchange Agreement (this “Agreement”), dated as of March 10, 2010, is entered into by and between Safeguard Scientifics, Inc., a Pennsylvania corporation (the “Company”), and each of Prism Partners I, L.P., Prism Partners III Leverage, L.P. and Weintraub Capital Management, L.P., as attorney-in-fact for Prism Partners IV Leveraged Offshore Fund (each a “Holder” and collectively, the “Holders”).

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