0001354752-12-000008 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 20, 2011, and effective as of February 14, 2011, among Harland Clarke Holdings Corp., a Delaware corporation (“Harland Clarke Holdings”), Scantron Corporation, a Delaware corporation (the “Company”), and John Lawler (the “Executive”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 21st, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is dated as of March 19, 2012, by and among HARLAND CLARKE HOLDINGS CORP., a Delaware corporation ("Purchaser"), FLX HOLDINGS LLC, a Delaware limited liability company ("Seller One"), and FANEUIL HOLDCO LLC, a Delaware limited liability company ("Seller Two", and collectively with Seller One, the "Sellers", and each a "Seller").

AMENDED AND RESTATED TAX SHARING AGREEMENT
Tax Sharing Agreement • March 21st, 2012 • Harland Clarke Holdings Corp • Blankbooks, looseleaf binders & bookbindg & relatd work

This Amended and Restated Tax Sharing Agreement (the "Agreement"), dated as of December 21, 2011, is entered into by and among MACANDREWS & FORBES HOLDINGS INC. ("Mafco"), M&F WORLDWIDE CORP., a Delaware corporation ("MFW"), HARLAND CLARKE HOLDINGS CORP. (formerly CLARKE AMERICAN CORP.), a Delaware corporation ("Clarke"), and PCT INTERNATIONAL HOLDINGS INC., a Delaware corporation (“PCT”).

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