0001193125-09-121687 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • May 29th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec • New York

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of May 29, 2009 by and among certain shareholders signatory hereto (the “Shareholders”) of Franklin Electronic Publishers, Inc., a Pennsylvania corporation (“FEP”), and Saunders Acquisition Corporation, a Delaware corporation (the “Company”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • May 29th, 2009 • Franklin Electronic Publishers Inc • Office machines, nec

Joint Filing Agreement, dated as of May 29, 2009, among Barry J. Lipsky, Toshihide Hokari, Frank A. Musto, Howard L. Morgan, James H. Simons, Marcy Lewis and Shining Sea Limited (each a “Party”).

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