0001193805-10-002360 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 3rd, 2010 • Ramius LLC • Services-prepackaged software • Delaware

This Voting Agreement (the “Agreement”) is made and entered into as of August 17, 2010, by and among Pharaoh Acquisition Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Phoenix Technologies Ltd., a Delaware corporation (the “Company”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • September 3rd, 2010 • 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 a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $.001 Par Value, of Phoenix Technologies Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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