AGREEMENT AND PLAN OF MERGER by and among Pharaoh Acquisition Corp., Pharaoh Merger Sub Corp. and Phoenix Technologies Ltd. dated as of August 17, 2010Merger Agreement • August 18th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 17, 2010 by and among Pharaoh Acquisition Corp., a Delaware corporation (“Parent”), Pharaoh Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Phoenix Technologies Ltd., a Delaware corporation (the “Company”). Marlin Equity II, L.P., a Delaware limited partnership (“Marlin II”), and Marlin Equity III, L.P., a Delaware limited partnership (“Marlin III”), are also executing this agreement solely for the purpose of agreeing to Section 10.14 hereof and shall be considered to be parties to this Agreement solely for the purpose of such section.
FIRST AMENDMENT TO AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENTPreferred Share Rights Agreement • August 18th, 2010 • Phoenix Technologies LTD • Services-prepackaged software • Delaware
This First Amendment to Amended and Restated Preferred Share Rights Agreement (this “Amendment”), is made and entered into as of August 17, 2010, by and between Phoenix Technologies Ltd., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Amended and Restated Preferred Shares Rights Agreement, by and between the Company and the Rights Agent, dated as of October 21, 2009 (the “Rights Agreement”).
