FOR DISCUSSION PURPOSES ONLYSONY DELUXE DRAFT 8/20/14 9/29/14

STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY ALL PARTIES.

ASSET PURCHASE AGREEMENT

by and between

COLORWORKS, INC.

and

DELUXE MEDIA CREATIVE SERVICES INC.

Dated as of [•], 2014

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Asset Purchase Agreement

This Asset Purchase Agreement (this “Agreement”) is entered into as of [•], 2014, by and between Deluxe Media Creative Services Inc., a Delaware corporation, having its principal office at 2400 W. Empire Avenue, Burbank, CA 91504 (“Purchaser”), and Colorworks, Inc., a California corporation, having its principal office at 10202 West Washington Boulevard, Culver City, CA 90232 (“Seller”).1

Recitals

WHEREAS, Seller is engaged in the post-production business, which includes providing color grading, mastering, cosmetic fixes, trailer services, digital cinema package production, restoration and other related services for film and television (as conducted by Seller, the “Business”);

WHEREAS, the Business utilizes and entails, among other things, certain assets and liabilities that are currently owned by Seller or in respect of which Seller is currently obligated, as the case may be;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Seller’s willingness to enter into this Agreement, [•] (the “Purchaser Guarantor”) has entered is entering into a Guarantee, dated as of the date hereof and in the form attached hereto as Exhibit A-1 (the “Purchaser Guarantee”), in favor of Seller with respect to the obligations and liabilities of Purchaser arising under, or in connection with, this Agreement and the Services Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Purchaser’s willingness to enter into this Agreement, [Sony Pictures Digital Productions, Inc. ] (the “Seller Guarantor”) has entered is entering into a Guarantee, dated as of the date hereof and in the form attached hereto as Exhibit A-2 (the “Seller Guarantee”), in favor of Purchaser with respect to any payment the obligations and liabilities of Seller arising under, or in connection with, this Agreement and the Services Agreement (and, for the sake of clarity, not any other performance obligations associated therewith);2 and

WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to purchase from Seller, the Purchased Assets (as defined in Section   1 ), and Purchaser is willing to assume the Assumed Liabilities (as defined in Section 2.5), in each case as more fully described and upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

In addition to terms defined elsewhere in this Agreement, the following terms have the following definitions when used in this Agreement:

“Actions” has the definition set forth in Section 6.5.

“Additional Purchase Price Payments” has the definition set forth in Section 2.3.2.

“Additional Upfront Payment” has the definition set forth in Section 2.3.1(b).

1 NTD: Corporate structure chart has been provided. Seller is Sony Pictures Digital Productions as the only entity that owns assets to be acquiredguarantor subject to diligence. 2 NTD: Changes to be consistent with Deluxe guarantee.

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“Affiliate” of any Person means any Person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with the Person specified. For purposes of the definition of Affiliate, the terms “control”, “controlling” or “controlled” as to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, the right or ability to appoint directors, by contract or otherwise, and the ownership of more than 50% of the voting securities of a Person or the ability to elect a majority of its board of directors (or equivalent governing body) shall be deemed to confer control on the possessor thereof.

“Agreement” has the definition set forth in the Preamble.

“Allocation Schedule” has the definition set forth in Section 10.1.2.

“Assumed Contracts” means all of the Contracts listed on Schedule 1(a). [Note to Draft: Contracts to be listed on Schedule 1(a) subject to due diligence. Parties to discuss treatment of contracts relating to ongoing projects in the context of the Transition Services Agreement.]

“Assumed Liabilities” has the definition set forth in Section 2.5.

“Benefit Plan” has the definition set forth in Section 6.14.1.

“Bill of Sale and Assignment Agreement” has the definition set forth in Section 4.1.1.

“Business” has the definition set forth in the Recitals.

“Business Day” means a day other than a Saturday, Sunday or any other day on which commercial banks in the State of California are authorized or required by applicable Law to close.

“Business Intellectual Property Agreements” means the Inbound License Agreements and the Outbound License Agreements.

“Business Owned Intellectual Property” means any and all Intellectual Property Rights and Technology in, arising out of, or associated with the Purchased Assets, that are owned (and not licensed) exclusively by Seller.

[“Business Products” means all products developed, produced, sold, or distributed by or on behalf of Seller.] [NTD: Parties to discuss]

“Business Registered IP” has the definition set forth in Section 6.8.2.

“Business Workers” has the definition set forth in Section 6.13.1.

“Claim Notice” has the definition set forth in Section 9.1.2(a).

“Closing” means the closing of the transactions contemplated under this Agreement.

“Closing Date” means the date of the Closing as mutually agreed upon by the Parties.

“Closing Payment” has the definition set forth in Section 2.3.1(a).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereby.

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“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of January 15, 2014, by and between Purchaser and Seller.

“Confidential Information” has the definition set forth in Section 10.6.

“Consent” shall mean any approval, consent, ratification, permission, license, waiver or authorization.

“Contract” shall mean any legally binding agreement, contract, consensual obligation, promise, understanding, arrangement, commitment or undertaking of any nature (whether written or oral and whether express or implied).

“Customer Data” means all data and content (x) uploaded or otherwise provided by or on behalf of Seller’s or the Business’s customers (including, without limitation, Affiliates of Seller) to Seller, or stored by Seller’s or the Business’s customers on Seller’s or the Business’s products and services; or (y) collected by Seller’s or the Business’s products and services.

“Deficiency” has the definition set forth in Section 2.3.3.2.

“Encumbrance” means any lien, pledge, option, charge, claim, security interest, encumbrance, condition, covenant, restriction or other similar right.

“Equipment” means furniture, fixtures, furnishings, equipment, leasehold improvements, and other tangible personal property, including all desks, chairs, tables, cubicles, computer hardware (e.g. monitors, laptops, desktops, servers, etc.), copiers, telephones, telephone lines and numbers, telecopy machines and other telecommunication equipment, and miscellaneous office furnishings and supplies.

“ERISA” has the definition set forth in Section 6.14.1.

“ERISA Affiliate” has the definition set forth in Section 6.14.4.

“Excluded Assets” means all assets, properties, goodwill and rights of Seller and the Business other than the Purchased Assets.

“Excluded Liabilities” has the definition set forth in Section 2.6.1.

“Excluded Worker” has the definition set forth in Section 3.6.2.

“Foreign Official” means any officer or employee of a foreign Governmental Entity, or of a public international organization, or any person acting in an official capacity for or on behalf of any such Governmental Entity, or for or on behalf of any such public international organization.

“Fundamental Representations” has the definition set forth in Section 8.

“Government Entity” means (a) any international, supra-national, national, state, city or local governmental, regulatory, self-regulatory organization or statutory authority; (b) any commission, organization, agency, department, ministry, board, bureau or instrumentality of any of the foregoing governmental authorities (and “instrumentality of any of the foregoing governmental authorities” includes any entity owned or controlled by such governmental authorities); (c) any stock exchange or similar self-regulatory or quasi-governmental agency or private body exercising any regulatory or administrative functions of or relating to the government; and (d) any court, arbitrator, arbitral body or other tribunal having jurisdiction.

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“Hire Date” has the definition set forth in Section 3.6.3.

“Hired Workers” has the definition set forth in Section 3.6.2.

“Inbound License Agreement” has the definition set forth in Section 6.8.7.

“Indebtedness” means, with respect to any Person, at a particular time, without duplication: (i) any obligations of such Person under any indebtedness for borrowed money; (ii) any indebtedness of such Person evidenced by any note, bond, debenture or other debt security; (iii) any indebtedness of such Person pursuant to a guarantee to a creditor of another Person; (iv)  any obligations under capitalized leases or with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such Person assures a lender or lessor under any such lease against loss; (v)  any obligations under factoring or similar agreements with respect to receivables that have been factored or pledged, (vi) any off-balance sheet obligations that by the nature of their terms will ultimately be deemed to be, by conversion or otherwise, or treated, for Tax purposes or otherwise, as debt of such Person; (vii) any obligation for interest, premiums, penalties, fees, make-whole payments, expenses, indemnities, breakage costs and bank overdrafts with respect to items described in clauses (i) through (vi) above; (viii) any obligations of such Person for the deferred and unpaid purchase price of property or services (other than trade and other payables, accrued expenses and other current Liabilities); (ix) any unfunded pension Liabilities or commitments; or (x) any transaction or stay bonuses or payment; provided, that accounts payable to trade creditors, operating leases and licenses, and accrued expenses or liabilities incurred in the Ordinary Course of Business shall not constitute “Indebtedness.”.

“Indemnification Basket” has the definition set forth in Section 9.1.1.3(c).

“Indemnification Cap” has the definition set forth in Section 9.1.1.3(a).

“Indemnified Party” has the definition set forth in Section 9.1.2(a).

“Indemnifying Party” has the definition set forth in Section 9.1.2(a).

“Intellectual Property Rights” means any and all rights in, arising out of, or associated with any of the following, throughout the world: (i) patents, including utility models, industrial designs and design patents, and applications therefor (and any patents that issue as a result of those patent applications), and including all divisionals, continuations, continuations-in-part, continuing prosecution applications, substitutions, reissues, re-examinations, renewals, provisionals and extensions thereof, and any counterparts worldwide claiming priority therefrom, and all rights in and to any of the foregoing (“Patents”), (ii) trade and industrial secrets, confidential or proprietary information and any know how (“Trade Secrets”), (iii) trade names, logos, trademarks, service marks, service names, trade dress, names of Seller and the Business, collective membership marks, certification marks, slogans, 800 numbers, social media pages, hash tags and other forms indicia of origin, whether or not registerable as a trademark in any given country, together with registrations and applications therefor, and the goodwill associated with any of the foregoing (“Trademarks”), (iv) Internet domain names and URLs, (v) copyrights, and any other rights of authors or in works of authorship (“Copyrights”), (vi) all rights in data collections and databases and documentation related thereto, (vii) applications for, registrations of, and divisions, continuations, continuations-in-part, reissuances, renewals, extensions, restorations and reversions of the foregoing (as applicable); and (viii) all other equivalent intellectual property or proprietary rights relating to any of the foregoing recognized anywhere in the world.

“JAMS” has the definition set forth in Section 12.4.

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“Laws” means any and all laws, statutes, ordinances, orders, codes, rules, regulations and similar provisions of any Government Entity.

“Liability” and “Liabilities” means any debt, loss, damage, adverse claims, fines, penalties, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, due or to become due, and whether in contract, tort, strict liability or otherwise) , and including all costs and expenses relating thereto (including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation).

“License Agreement” has the definition set forth in Section 4.1.6.

“Losses” has the definition set forth in Section 9.1.1.1 9.1.1 .

“Material Contracts” has the definition set forth in Section 6.6.2.

“Multiemployer Plan” has the definition set forth in Section 6.14.4.

“Notice” has the definition set forth in Section 12.2.

“On-Lot Premises” means the facility leased by Purchaser under the License Agreement.

“Open Source Materials” means software or other material that is distributed as “free software,” “open source software” or under similar licensing or distribution terms (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry Standards License (SISL), Open Source Initiative, and the Apache License) that could require or could condition the use or distribution of such software or other material, or portion thereof, on (1) the disclosure, licensing, or distribution of any source code for any portion of such software, or (2) the granting to licensees of the right to make derivative works or other modifications to such software or other material or portions thereof.

“Order” means any judgment, ruling, order, writ, injunction, award or decree of any Government Entity.

“Ordinary Course of Business” means the ordinary and usual course of normal day-to-day operations of the Business, as conducted by Seller] through the date hereof, consistent with past practice.

“Organization Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Outbound License Agreement” has the definition set forth in Section 6.8.7.

“Parent” has the definition set forth in Section 3.7.1.

“Party” means any of Seller or Purchaser; and Seller and Purchaser are referred to herein together as the “Parties.”

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“Permitted Encumbrance” shall mean: (a) mechanics’, carriers’, workmen’s, repairmen’s or other similar statutory Encumbrances arising or incurred in the Ordinary Course of Business; or (b) Encumbrances for Taxes, assessments and other governmental charges which are not due and payable or which are being contested in good faith; (c) Encumbrances with respect to the properties or assets of Seller that do not singly or in the aggregate materially detract from the value of the property or materially detract from or interfere with the use of property in the Ordinary Course of Business; and (d) the replacement, extension or renewal of any of the foregoing.3

“Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, Government Entity, unincorporated association or any other entity or association.

“Purchase Price” has the definition set forth in Section 2.3.

“Purchased Assets” means all of the assets listed on Schedule 1(c) (which includes, including without limitation, all Equipment owned or used by Seller in the conduct of the Business) and all rights under the Assumed Contracts. [For the avoidance of doubt, the Purchased Assets shall not include any Customer Data, which data and content shall continue to be owned by the applicable customer. ].4 To the extent any asset of the type set forth on Schedule 1(c) is owned, used or held for use by any Affiliate of Seller such asset is included within the term “Purchased Assets” and Seller shall cause such Affiliate to convey such assets to Purchaser at Closing in accordance with the provisions of this Agreement.[Note to Draft: Contracts to be listed on Schedule 1(c) and other potential Purchased Assets25 subject to due diligence.]

“Purchaser” has the definition set forth in the Preamble.

“Purchaser Guarantee” has the definition set forth in the Recitals.

“Purchaser Guarantor” has the definition set forth in the Recitals.

“Purchaser Indemnitee” has the definition set forth in Section 9.1.1.

“Registered IP” means Intellectual Property Rights that have been registered, filed or issued under the authority of, with or by any Governmental Entity, or other public or quasi-public legal authority, including the United States Patent and Trademark Office, the U.S. Copyright Office and their equivalents worldwide.

“Related Party” means, with respect to any Person, any former, current and future direct or indirect equity holder, controlling person, shareholder, director, officer, employee, agent, Affiliate, member, manager, general or limited partner or assignee of such Person (and including in each case, any beneficiary or family member).

“Representation” has the definition set forth in Section 9.5.

3 NTD: Deluxe is buying personal property so the deleted exceptions do not appear applicable. .4 NTD: Discuss the proposal here on what information will be transferred/retained.52 NTD: Deluxe believes the Purchased Assets shall not include, among other items, the Colorworks name. [NTD: Seller’s understanding is that the Purchased Assets would not will include the Colorworks name or related IP. If use of the name is required during the transition period, the parties should further discuss.]

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“Representatives” of a Party means any Affiliate, officer, director, employee, agent, representative, principal, member, shareholder, or partner of such Party or any attorney, accountant or legal or financial advisor to such Party.

“Required Consents” has the definition set forth in Section 4.1.4.

“Restricted Asset” has the definition set forth in Section 2.7.

“Schedules” has the definition set forth in Section 6.

“Seller” has the definition set forth in the Preamble.

“Seller Guarantee” has the definition set forth in the Recitals.

“Seller Guarantor” has the definition set forth in the Recitals.

“Seller Indemnitee” has the definition set forth in Section 9.1.2.

“Selling Expenses” means all expenses incurred by or on behalf of Seller in connection with the Transaction Documents and the transactions contemplated hereunder which represent an obligation of Seller that is unpaid as of the Closing (including, all (a) costs allocable to Seller to obtain third party Consents as provided in Section 10.4 and (b) unpaid fees and other amounts payable to Greenwald, Pauly & Miller, P.C.). Notwithstanding the foregoing, Selling Expenses shall not include any fees or other amounts of Purchaser incurred in connection with the Transaction Documents and the transactions contemplated hereunder which represent an obligation of Purchaser, including, without limitation, costs allocable to Purchaser to obtain third party Consents as provided in Section 10.4.

“Seller Periods” has the definition set forth in Section 6.9.

“Seller Technology” shall mean the Technology owned by, leased by, licensed to, or otherwise used or held for use by Seller.

“Services Agreement” has the definition set forth in Section 4.1.5.

“Set-Off Notice” has the definition set forth in Section 9.6.

“Shrink-Wrap Licenses” has the definition set forth in Section 6.8.7.

“Software License Agreement” has the definition set forth in Section 4.1.8.

“Specific Representation” has the definition set forth in Section 9.5.

“Specified Consent” has the definition set forth in Section 2.7.

“Specified Excluded Contracts” means all of the Contracts listed on Schedule 2.6.

“SPS” has the definition set forth in Section 4.1.7.

“Supplement” has the definition set forth in Section 3.4.

“Tax” and “Taxes” mean any and all federal, state, local or foreign income, excise, sales, use, gross receipts, transfer, payroll, personal property, occupancy or other tax, levy, duty, impost, fee,

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imposition, assessment or other charge of any kind, together with any additions to tax, interest, and penalty thereon and additional amounts imposed with respect thereto, including, without limitation, taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, escheat, environmental, capital stock, payroll, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs’ duties, tariffs, and similar charges; and any liability in respect of any items described in this definition payable by reason of contract, assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under law) or otherwise . [NTD: Purchaser to clarify why the deleted language is necessary.]

“Tax Returns” means all federal, state, local, and foreign tax returns, reports, and statements (including elections, declarations, disclosures, schedules, estimates, and information returns) relating to Taxes, including consolidated, combined and unitary Tax returns, and any and all returns, reports, and information statements required to be so filed in connection with any Benefit Plan.

“Technology” means computers, computer systems, hardware, databases, database rights, computer code and computer programs, including any and all software, compilers, middleware, development tools and firmware, whether in source code or object code, and user manuals, all descriptions, flow-charts and other work product used to design or develop any of the foregoing, and all other information technology equipment, assets and related documentation.

“Third Party Intellectual Property” means any and all Intellectual Property Rights and Technology owned by a third party.

“Transaction Documents” means this Agreement and [_________].

“Transfer Taxes” has the definition set forth in Section 10.1.1.

“Transition Period” has the definition set forth in Section 3.6.1.

“Transition Services Agreement” has the definition set forth in Section 4.1.7.

“Upfront Payments” has the definition set forth in Section 2.3.1(b).

2. Closing; Purchase and Sale of Purchased Assets.

[2.1] Closing. The Closing shall take place not later than the fifth (5 th) calendar day following the performance, satisfaction or waiver (other than conditions that are intended to be satisfied at the Closing) by the relevant Party of the conditions to Closing set forth in Section 5 at the offices of [•] at [•]Deluxe Media Creative Services Inc., 2400 W. Empire Avenue, Burbank, CA 91504, or on such other date, time and location as may be mutually agreed upon in writing by Purchaser and Seller.

2.1[2.2] Transfer of Purchased Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).6

6 NTD: Global comment. Proration concept to be added to match revenue and expenses with respect to work-in-progress/projects transferred.

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2.2[2.3] Purchase Price. The aggregate consideration to be paid by Purchaser in consideration of the Purchased Assets will be the Upfront Payments and the Additional Purchase Price Payments (the “Purchase Price”) and Purchaser’s assumption of the Assumed Liabilities.7

2.2.1.[2.3.1.] Upfront Payments.

(a) At the Closing, Purchaser shall pay to Seller an amount in cash equal to Two Million Dollars ($2,000,000.00) (the “Closing Payment”); and

(b) Following the Closing but on or before [March 15], 2015, Purchaser shall pay to Seller an amount in cash equal to Two Million Dollars ($2,000,000.00) (the “Additional Upfront Payment” and together with the Closing Payment, the “Upfront Payments”).

2.2.2.[2.3.2.] Additional Purchase Price Payments. In addition to the Upfront Payments, Purchaser shall pay to Seller, subject to the terms and conditions of the Services Agreement, certain additional purchase price payments (the “Additional Purchase Price Payments”) as set forth in the Services Agreement. [NTD: Parties to discuss what portion of the Additional Purchase Price Payments set forth in the Services Agreement should count towards “Purchase Price.”]8

2.3[2.4] Terms of Payment. The Closing Payment and the Additional Upfront Payment shall be paid by wire transfer to an account or accounts designated by Seller in a notice, such notice to be provided to Purchaser not less than four (4) Business Days prior to the anticipated Closing Date.

2.4[2.5] Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall assign or cause to be assigned to Purchaser, and Purchaser shall assume, effective as of the Closing, the following (and only the following Liabilities of Seller to the extent (and only to the extent) arising from or relating to the Purchased Assets or the operation of the Business (collectively, the “Assumed Liabilities”):

(a) all Liabilities arising out of or relating to the Purchased Assets to the extent (and only to the extent) that any such Liability is for, relates to and arises during time periods after the Closing Date;

(b) all Liabilities relating to any Taxes attributable to or imposed upon the Purchased Assets for the periods after the Closing Date;

(c) all Liabilities arising under the Assumed Contracts relating to any period following the Closing Date (other than Liabilities attributable to any failure by Seller to comply with the terms thereof or Seller’s breach thereof); provided, however, that Purchaser shall be obligated to assume the Liabilities and obligations of Seller with respect to any Assumed Contract only to the extent that Seller's rights to such Assumed Contract have been actually assigned to Purchaser; and

(d) the Liabilities to the extent set forth on Schedule 2.5.

7 NTD: Discuss refund if services agreement/license agreement is terminated early.8 NTD: Deluxe comment: The NTD from Sony to be discussed.

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2.5[2.6] Excluded Liabilities.

2.5.1.[2.6.1.] Except for the Assumed Liabilities, Purchaser is not assuming and is not responsible for, and is not otherwise bearing the economic burden of, any Encumbrances (other than Permitted Encumbrances) against or Liabilities of Seller (all such Encumbrances and Liabilities, the “Excluded Liabilities”), including (without limitation) any Liability specifically identified in Section 2.6.2. Seller shall be responsible for, and agrees to discharge and perform when due, all of the Excluded Liabilities.

2.5.2.[2.6.2.] The Excluded Liabilities shall include (without limitation), and the Assumed Liabilities shall not include, the following:

(a) all Liabilities under, relating to or arising out of or in connection with, any Indebtedness of Seller;

(b) all Liabilities under, relating to or arising out of or in connection with, any Specified Excluded Contracts and any other Contracts that are not Assumed Contracts;

[(c)] all Liabilities for (i) Transfer Taxes, (ii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, (iiiii) any payroll and similar Taxes, whether owed by the employee or employer, with respect to any current or past employees of Seller or the Business, or (iii(iv) any other Taxes of Seller.

[(d)] any and all Liabilities or other obligations of Seller to any current or past employee, independent contractor or intern of Seller or the Business arising on or prior to the Closing Date (whether or not first raised prior to, on or after, the Closing Date), including, without limitation, (i) with respect to any salary, wages, benefits, expense reimbursements, severance or other separation payments, any sales or other commissions or other cash or non-cash compensation; and (ii) any obligations required by the terms of any benefit plan or collective bargaining agreement with any labor organization, and/or relating to all Actions, claims, grievances, complaints, charges or causes of action arising before the Closing Date;

(c)[(e)] all Liabilities of Seller under this Agreement and all other Transaction Documents Seller is a party to; and

(d)[(f)] to the extent not covered by the preceding clause (a) through (e), all Liabilities arising from or related to the Excluded Assets.

[2.7] Assignment and Assumption. Notwithstanding anything herein to the contrary, if an attempted sale, conveyance, assignment, transfer or delivery of any Purchased Asset would be ineffective without the Consent of any third party, or if such an act would violate the interest or rights of any third party in and to any Purchased Asset or otherwise affect adversely the rights of Purchaser in any Purchased Asset, or if such transfer or attempted transfer would constitute a breach or a violation of the Assumed Contract or any Law in any material respect, and the applicable Consent (each a “Specified Consent”) has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an actual or attempted sale, transfer, conveyance, assignment or delivery of such Purchased Asset (each a “Restricted

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Asset”). Unless and until In the event that any such Specified Consent is not obtained (including whether or not on or prior to the Closing has occurred)Date, such Restricted Asset shall not initially constitute a Purchased Asset and Seller shall use its commercially reasonable efforts to: (i) provide to Purchaser the benefits of the applicable Restricted Asset; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser; and (iii) enforce at the request and expense of Purchaser and for the account of Purchaser, and instead will constitute an Excluded Asset any rights of Seller or its Affiliates arising from any such Restricted Asset. Once a Specified Consent is obtained, the applicable Restricted Asset shall be deemed to have been automatically assigned and/or transferred to Purchaser as part of the Purchased Assets on the terms set forth in this Agreement with respect to the other Purchased Assets transferred and assumed at the Closing, and without limiting the generality of the foregoing, the obligations and liabilities of Seller under such Restricted Asset relating to all periods after the Closing other than relating to the failure to obtain the Specified Consent shall be deemed to be Assumed Liabilities, and the rights of Seller (and its Affiliates, if applicable) under such Restricted Assets shall be deemed to be Purchased Assets. Until such Specified Consent shall have been obtained, the Parties shall also comply with the provisions of Section 10.3.

2.8 Intentionally Deleted. [NTD: Seller believes there should be no withholding taxes applicable to this transaction. Tax specialists to further discuss if necessary.]

2.6[2.8] Withholding Rights. Purchaser shall be entitled to deduct and withhold from the Purchase Price otherwise payable to Seller pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code or under any provision of Law. To the extent that any such amounts are so withheld and timely paid over to the appropriate Government Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.9

2.7[2.9] No Continuation of Seller’s Business. The Parties specifically acknowledge and agree that Purchaser is purchasing the Purchased Assets and assuming the Assumed Liabilities in connection with its own existing business and not as a mere continuation of the businesses previously conducted by Seller.

3. Pre-Closing Covenants of the Parties.

3.1 Conduct of Seller prior to Closing. During the period between the date hereof and the Closing, Seller shall operate the Business in the Ordinary Course of Business and shall use its reasonable efforts to preserve substantially intact the Purchased Assets. Seller will use commercially reasonable efforts to keep insurance policies currently maintained relating to the Business and the Purchased Assets, or suitable replacements therefor, in full force and effect until the Closing Date.

3.2 Closing Efforts. At and prior to the Closing, each Party shall use commercially reasonable efforts to fulfill, and cause to be fulfilled, as soon as practicable the conditions specified in Section 5 to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each Party will (a) execute and deliver the applicable agreements and other documents referred to in Section 4, (b) comply with all applicable Law in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (c) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary to consummate and make effective as promptly as practicable the transactions contemplated hereby and thereby. Each Party will promptly notify the other party after learning of the occurrence of any event or circumstance which would reasonably be expected to cause any condition to Closing set forth in Section 5 not to be satisfied.

9 NTD: Certain payments of purchase price occur post-closing.

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3.3 Tax Filings and Authorizations. It is further agreed that Seller and Purchaser shall cooperate to provide all necessary actions and documentation which may be applicable to the various states in order to avoid any Party incurring any sales Tax or similar Tax imposed by any state upon the sale of any items constituting part of the Purchased Assets as contemplated hereunder. Notwithstanding the foregoing, any sales Tax or similar Tax that is required under the applicable Law to be paid by or collected from any Party as a result of this Agreement shall be paid or collected in compliance with such Law.

[3.4] Disclosure Supplements. From time to time prior to , but no later than five (5) Business Days prior to, the Closing, Seller shall promptly supplement or amend the Schedules (each, a “Supplement”) to this Agreement with respect to any matter (a) which may arise hereafter and which, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Schedules to this Agreement, or (b) which makes it necessary to correct any information in the Schedules to this Agreement or in any representation and warranty of Seller that has been rendered inaccurate thereby. The delivery of any Supplement pursuant to this Section 3.4 shall not cure any breach that otherwise might exist or come to exist hereunder by reason of such matters reflected in any Supplement for purpose of determining any liability by Seller to Purchaser under Section 9, which liability (if any) shall be determined on the basis of the Schedules as originally delivered to Purchaser on the date hereof. No Supplement, unless expressly consented to in writing by Purchaser, shall be deemed to modify, affect or diminish Purchaser’s right to terminate this Agreement pursuant to Section 11 or other remedies available to Purchaser under this Agreement or otherwise at law or in equity.

[3.5] Access to Information. Prior to the Closing, Seller shall afford to Purchaser reasonable access during normal business hours, upon reasonable advance written notice (including by email), to the offices, properties, and books and records of Seller relating to the Business, the Purchased Assets and the Assumed Liabilities to the extent Purchaser shall reasonably deem necessary or desirable and solely in connection with the transactions contemplated by this Agreement and for purposes of Purchaser’s transition planning; provided, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any Law applicable to Seller requires it to restrict access to any of its offices, business, properties or information. Purchaser agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Seller or conflict with Seller’s proprietary or competitive business interests. Any access or investigation pursuant to this Section 3.5 shall be conducted in such a manner to comply with all applicable competition and antitrust Laws and all confidentiality requirements under any Contract with any third-party, and not to interfere unreasonably with the conduct of the Business of any of the other business of Seller’s Affiliates. Purchaser shall obtain Seller’s prior written consent in advance of any contact to be made by Purchaser with any customers or suppliers of Seller. Purchaser shall not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information that Seller may not disclose under applicable Law provided, however, that, if Seller withholds such information, it will identify to Purchaser that it has done so; and, provided, further, that Seller shall provide Purchaser with personnel information to the extent reasonably requested and necessary to transition the Hired Workers.

3.6 Intentionally Deleted.

3.7 Intentionally Deleted.

[3.6] Employees.

3.3.1.[3.6.1.] Subject to the terms of the Transition Services Agreement, during the period from the Closing until at least the date that is sixty (60) days following the Closing (such 60-day period, the “Transition Period”), Seller shall

313029288.2 12

continue to offer employment to, and continue to offer to contract for services from, as applicable), each of the Business Workers as of the Closing upon substantially the same terms and conditions as in effect as of the date hereof.

3.3.2. From and after the Closing, Purchaser and/or an Affiliate may make offers of employment or for services to those Business Workers determined by Purchaser in its sole discretion (which may be all, less than all or none of the Business Workers) on such terms and conditions as Purchaser shall determine in its sole discretion. Any Business Workers who accepts an offer from Purchaser and/or its Affiliates is hereinafter referred to as a “Hired Worker.” Any Business Worker who is not offered employment Purchaser and/or its Affiliates or who does not accept such an offer of employment and commence work with Purchaser and/or its Affiliates either within the Transition Period or [____] days thereafter is hereinafter referred to as an “Excluded Worker.”

3.3.3. During the Transition Period, and in connection with the hiring of the Hired Workers by Purchaser and/or its Affiliates (the date(s) of hiring for a Hired Worker being the “Hire Date”), Seller shall not interfere with, and shall use commercially reasonable efforts to assist, Purchaser and its Affiliates in effecting such hiring.

3.3.4. Seller shall pay all amounts due or that would otherwise have become due to the Business Workers (including both the Hired Workers and the Excluded Workers) with respect to their employment by or on behalf of Seller or the Business, including accrued vacation pay, accrued sick pay and any severance benefit that may be payable by reason of the termination by or on behalf of Seller of the employment of any Business Worker (including both any Hired Worker and any Excluded Worker), and Purchaser shall not assume any Liability or other obligation to any Business Worker (including both any Hired Worker and any Excluded Worker) or former employee with respect to employment by Seller or the Business prior to the Hire Date or under any Benefit Plan.

3.3.5. Seller shall be exclusively responsible for complying with COBRA with respect to all Business Workers (including both the Hired Workers and the Excluded Workers) and former employees, and their qualified beneficiaries, including by reason of any such Business Workers’ termination of employment by or on behalf of Seller. Purchaser shall not have any obligation or Liability to provide coverage under COBRA on account of any such termination of employment or any other event occurring on or before the Hire Date.

3.3.6. Pursuant to Treasury Regulations Section 1.409A-1(h)(4), Seller and Purchaser agree that each Hired Worker shall be treated as having a “separation from service” with Seller or the Business as of the Hire Date for purposes of Section 409A of the Code and Treasury Regulations Section 1.409A-1(h).

3.3.7. Nothing contained in this Agreement shall confer upon any Business Workers any right with respect to continuance of employment by or on behalf of Purchaser or its Affiliates, nor shall anything herein interfere with the right of Purchaser to terminate the employment of any of the Hired Workers at any time, with or without cause. No provision of this Agreement shall create any

313029288.2 13

third party beneficiary rights in any Business Worker or any beneficiaries or dependents thereof, with respect to the compensation, terms and conditions of employment and benefits, including any such items that may be provided to any Hired Worker by Purchaser or under any employee benefit plan that Purchaser may maintain. Nothing contained in this Agreement shall be considered to modify or amend the terms and conditions of any Benefit Plan or any employee benefit plan of Purchaser.

3.4 Non-Competition; Non-Solicitation.

3.4.1.[3.6.2.] Noncompetition. From the Closing for a period of five (5) years after the Closing Date, Seller, [_________] (“Parent”) and their Affiliates shall not, anywhere in the world, directly or indirectly invest in, own, manage, operate, finance, control, advise, render services to or guarantee the obligations of any Person engaged in or planning to become engaged in the Business.

3.4.2. Nonsolicitation. From the Closing for a period of five (5) years after the Closing Date, Seller, Parent and their Affiliates shall not, directly or indirectly:

3.4.2.1 solicit the business of any Person who is a customer of Seller, Parent and their Affiliates in connection with the Business on the Closing Date or within the year preceding the Closing Date;

3.4.2.2 cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Seller, Parent and their Affiliates or Purchaser in connection with the Business on the Closing Date or within the year preceding the Closing Date to cease doing business with Purchaser; or

3.4.2.3 hire, retain or attempt to hire or retain any Hired Worker if such Hired Worker is then employed by Purchaser or its Affiliates; provided, however, that neither generalized searches through media advertisement, employment firms or otherwise that are not directed to such personnel nor any employment or hiring pursuant to or as a result thereof shall constitute a violation of the foregoing.

3.4.3. Modification of Covenant. If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 3.7 is invalid or unenforceable, then the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 3.7 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This Section 3.7 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Purchased Assets and to prevent any unfair advantage conferred on Seller.

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4. Closing Deliverables.

4.1 Deliveries by Seller. At the Closing, Seller shall deliver to Purchaser the following items:

4.1.1. the Seller Guarantee executed by the Seller Guarantor;

[4.1.2.] 4.1.1. a bill of sale and assignment and assumption agreement (the “Bill of Sale and Assignment Agreement”) in substantially the form of Exhibit B attached hereto executed by Seller;

[4.1.3.] 4.1.2.a certificate signed by Seller, dated as of the Closing Date, to the effect that the conditions set forth in Section 5.2.1 through Section 5.2.2 have been satisfied;

[4.1.4.] 4.1.3.releases, including termination statements under the Uniform Commercial Code of any financing statements filed against any Purchased Asset, evidencing discharge, removal and termination of all Encumbrances (other than Permitted Encumbrances), which releases shall be effective at or prior to the Closing;

[4.1.5.] 4.1.4.duly executed copies of all Consents listed on Schedule 4.1.4 (the “Required Consents”); [Note to Draft: Purchaser to identify which Seller contracts listed on Schedule 6.4 by Seller it will require as a closing deliverable. Subject to due diligence.]

[4.1.6.] 4.1.5.a services agreement by and between Purchaser and Seller (the “Services Agreement”), substantially in the form and substance as Exhibit C attached hereto executed by Seller;

[4.1.7.] 4.1.6.a license agreement by and between Purchaser and Sony Pictures Studios Inc., an Affiliate of Seller (“SPS”), with respect to SPS’s license to use the On-Lot Premises (the “License Agreement”), substantially in the form and substance as Exhibit D attached hereto executed by SPS;

[4.1.8.] 4.1.7.a transition services agreement by and between Purchaser and Seller (the “Transition Services Agreement”), substantially in the form and substance as Exhibit E attached hereto executed by Seller;310 11

[4.1.9.] 4.1.8.possession of the Purchased Assets, including originals (or if no originals exist, true, accurate and correct photocopies) of all Assumed Contracts,412 to the extent in Seller’s or its Affiliates’ possession or control and not previously provided to Purchaser;

103 NTD: TSA to include provision of shared vendor and other Sony services (e.g. email, Internet and data, connectivity, Storage Networking, employees prior to transition to Deluxe, HR, Payroll, Benefits, Physical and network security/employee badges/access controls, Sony hosted software, etc.), subject to due diligence. [NTD: Parties to discuss services]11 NTD: Discuss deletion of Software License Agreement and Non-Assert Agreement.124 NTD: To be conformed to list of Purchased Assets.

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[4.1.10.] 4.1.9.certificates, each dated as of a date within five (5) Business Days prior to the Closing Date, certifying the good standing of Seller in the State of California;13

[4.1.11.] 4.1.10.a certificate of non-foreign status in the form and manner that complies with Section 1445 of the Code and the Treasury Regulations promulgated thereunder, duly executed by Seller; and

[4.1.12.] 4.1.11.such other documents and certificates as Purchaser may reasonably request.

4.2 Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller the following items:

4.2.1. the Closing Payment, as provided in Section 2.3.1(a);

4.2.2. the Purchaser Guarantee executed by the Purchaser Guarantor;

[4.2.3.] 4.2.2.the Bill of Sale and Assignment Agreement executed by Purchaser;

[4.2.4.] 4.2.3.the Services Agreement executed by Purchaser;

[4.2.5.] 4.2.4.the License Agreement executed by Purchaser;

[4.2.6.] 4.2.5.the Transition Services Agreement executed by Purchaser; and

[4.2.7.] 4.2.6.a certificate signed by Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 5.3.1 and Section 5.3.2 have been satisfied.

5. Conditions Precedent.

5.1 Conditions Precedent to Each Party’s Obligations. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver by the applicable Party, on or prior to the Closing Date of the following conditions precedent:

5.1.1. Approvals, Consents and Filing. Any filing, approval, orders, authorizations or consent with or from any Government Entity which is required for the consummation of the transactions provided for in this Agreement, shall have been made and obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired.

[5.1.2.] Action against Consummation of Transaction. No Law or Order Action shall be in effect and no Government Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order Action (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining, restricting or otherwise prohibiting the transactions provided for in this Agreement.

13 NTD: Seller to confirm it is not qualified to do business outside of California.

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5.2 Conditions Precedent to Obligations of Purchaser. Purchaser’s obligation to consummate the purchase and sale of the Purchased Assets is subject to the following conditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of Purchaser and may be waived in whole or in part by Purchaser in its sole discretion:14

5.2.1. Truth of Representations and Warranties. The representations and warranties of Seller contained in Section 6 shall be true and complete as of the date hereof and, without regard to any Supplement, as of the Closing Date (as though each such representation or warranty had been made as of the Closing Date (other than those made as of a specified date, which shall be true and correct as of such specified date)).

5.2.2. Performance of Covenants. Seller shall have duly performed and complied in all material respects with all of the agreements and covenants set forth hereunder to be performed and complied with by Seller at or prior to the Closing.

5.2.3. Consents. All of the Required Consents shall have been made and obtained and shall remain in full force and effect.

[5.2.4.] Material Adverse Change. There has not been any change, effect, event or occurrence that has had, or could reasonably be expected to have, individually or in the aggregate, a materially adverse effect on the Business, the Purchased Assets (including intangible assets) or Assumed Liabilities, but excluding any such thing (a) to the extent that it results from or arises out of (1) the execution and delivery of this Agreement or the other Transactions Documents or the announcement thereof or the consummation of the transactions contemplated hereby and thereby, (2) changes in Law, (3) any action required to be taken by Seller under this Agreement or the other Transaction Documents or taken by Seller at the request of Purchaser, (4) changes in the economic or political conditions or financial markets in general, (5) changes in conditions that generally affect the industries, markets or geographic areas in which Seller operates, (6) any change resulting from armed hostilities or war, whether or not pursuant to a formal declaration of a national emergency or war and (7) any change resulting from earthquakes, hurricanes, tsunamis, tornados, floods or other natural disasters, weather conditions or other force majeure events in the United States or in any other geographic area in which Seller conducts business, or (b) generally applicable to industries and markets in which Seller operates or financial or securities markets or general economic or political conditions; provided, that the exceptions in clauses (2), (4), (5), (6) and (7) above shall only apply to the extent the change, effect, event or occurrence in question does not disproportionately affect Seller or the Purchased Assets as compared to other similarly situation companies operating in the industries and markets in which Seller operates.

5.2.4.[5.2.5.] Deliveries to Purchaser. Purchaser shall have received all of the items set forth in Section 4.1.

14 NTD: Discuss employee transfer.

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5.3 Conditions Precedent to Obligations of Seller. Seller’s obligation to consummate the purchase and sale of the Purchased Assets is subject to the following conditions to be fulfilled or performed at or prior to the Closing, which conditions are for the exclusive benefit of Seller and may be waived in whole or in part by Seller in its sole discretion:

5.3.1. Truth of Representations and Warranties of Purchaser. The representations and warranties of Purchaser contained in Section 7 shall be true and complete as of the date hereof and as of the Closing Date (as though each such representation or warranty had been made as of the Closing Date (other than those made as of a specified date, which shall be true and correct as of such specified date)).

5.3.2. Performance of Covenants. Purchaser shall have duly performed and complied in all material respects with all of the agreements and covenants set forth hereunder to be performed and complied with by Purchaser at or prior to the Closing.

5.3.3. Deliveries to Seller. Purchaser shall have delivered or caused to be delivered to Seller all of the items set forth in Section 4.2.

5.4 Failure of Conditions. If any condition that is to be fulfilled or performed for the benefit of either Purchaser or Seller at or prior to the Closing shall not have been fulfilled or performed by such time, such Party shall be released from all obligations hereunder, and the other Party shall be released from its obligations hereunder only if the applicable condition or conditions are not reasonably capable of being performed or caused to be performed by the other Party; provided, that neither Purchaser nor Seller may rely on the failure of any condition set forth in this Section 5 to be satisfied if such failure was caused by such Party’s failure to act in good faith or to comply with such Party’s obligations under this Agreement. Notwithstanding the foregoing, Seller or Purchaser shall be entitled to waive compliance with any of such conditions that are for its benefit in whole or in part if it sees fit to do so without prejudice to any of its rights of termination for any other reason; provided, that any such waiver shall absolve the other Party from any liability with respect to the condition being waived.

6. Representations and Warranties of Seller.

Except as set forth in the disclosure schedules attached hereto (subject to Section 12.11, the “Schedules”) Seller hereby represents and warrants to Purchaser as of the date of this Agreement and as of the Closing Date as follows:

6.1 Organization; Authorization. Seller is a duly organized and validly existing corporation in good standing under the laws of the state of its incorporation. Seller is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction where the ownership or operation of its assets and properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to be material to Seller. Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party and each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of Seller. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by Seller and, assuming the due execution and delivery by Purchaser, this Agreement and the other Transaction

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Documents to which it is a party constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). True, correct and complete copies of the Organization Documents, as amended, of Seller have been provided to Purchaser.

6.2 Title to and Condition of Purchased Assets.

6.2.1. Except as set forth in Schedule 6.2.1, Seller is the exclusive owner of all legal and beneficial right, title and interest in and to the Purchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances). None of the Permitted Encumbrances is reasonably likely to materially impair the continued use and operation of the Purchased Assets to which they relate. Seller has good and marketable title to the Purchased Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), and the right to sell and assign the Purchased Assets to Purchaser. Seller is not party to any settlement, covenant not to sue, consent, decree, order, judgment or other agreement or requirement that restricts it’s right to use any of the Purchased Assets.

6.2.2. Except for the Excluded Assets and assuming receipt of all Consents relating to the matters set forth in Schedule 6.3 or as contemplated in Section 6.4, the Purchased Assets, taking into account all services and personnel provided under the Transaction Documents will constitute all the material assets, properties and rights owned, used, or held for use in connection with the Business as currently conducted and include all of the operating assets of Seller. Seller has good and marketable title to, or holds by valid and existing lease or license for, each of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). Seller has not signed any financing statement under the Uniform Commercial Code or any security agreement authorizing any secured party thereunder to file any such financing statement with respect to any of the Purchased Assets except to the extent released prior to the Closing. At the Closing, pursuant to this Agreement and the other Transaction Documents, Seller will convey to Purchaser, and Purchaser will receive from Seller, good and marketable title to all of the Purchased Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). None of the Purchased Assets are owned by or in any way licensed or leased from any Affiliate of Seller and no Affiliate of Seller holds any rights related to the Business.

[6.2.3.] To Seller’s knowledge, the The Purchased Assets (a) are in good operating condition and repair, ordinary wear and tear excepted and (b) are suitable and adequate for continued use in the Ordinary Course of Business.

6.3 No Conflict or Violation. Provided that all of the Consents and other actions described in Section 6.4 have been obtained or taken, the execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the assignment and sale of the Purchased Assets and rights contemplated by this Agreement, will not: (a) violate or conflict with any provision of Seller’s Organization Documents, (b) conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute (with or without notice or lapse of time or both) a default (or an event which with notice would

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become a default) under or a violation of, or result in the loss of a material benefit under, or give rise to any right of termination, cancellation, modification, amendment or acceleration of (whether after the filing of notice or otherwise), or require any notice under, any Material Contract, any real property lease or Permit to which Seller is a party or by which the assets or properties of Seller is subject, or (c) result in the imposition of any Encumbrance (other than a Permitted Encumbrance) on the Purchased Assets, except, in the case of clauses (b) and (c), for any such violation, conflict or rights of Encumbrances as have not had or would not reasonably be expected to adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of Purchaser to use the Purchased Assets after the Closing or operate the Business in substantially the same manner as conducted by Seller immediately prior to the Closing.

6.4 Consents and Approvals. Except as set forth in Schedule 6.4, no permit, Consent of, or declaration, filing or registration with or notification to, any Government Entity, or any other Person, is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby[, except for any Consents, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to be material].15

6.5 Litigation. There is no Order outstanding, or claim, suit, litigation, arbitration, proceeding, or to Seller’s knowledge, inquiry or investigation, by or before any Government Entity or private adjudicative body (collectively, “Actions”) pending or, to Seller’s knowledge, threatened, against Seller involving or related to the Business or Purchased Assets (or to the Seller’s knowledge, pending or threatened, against any of their respective officers, directors, or managers with respect to their business activities on behalf of Seller). Further, Seller is subject to any currently effective Action of any court of Government Entity or private adjudicative body involving or related to the Purchased Assets, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

[6.6] Material Contracts.516

[6.6.1.] Schedule   1(a) provides a true and complete list of each of the Assumed Contracts including the names of the parties to each such Contract. Copies of each Assumed Contract (including all amendments, supplements, modifications and waivers thereof) have been delivered or made available to Purchaser by Seller. [NTD: Sellers understanding is that the Assumed Contract list will be the same as (or smaller subset of) the Material Contract List.]Except for the Specified Excluded Contracts, the Assumed Contracts constitute all Contracts that either meet the definition of Material Contract or that are otherwise required for the conduct of, the Business as currently conducted.

[6.6.2.] Schedule 6.6 sets forth a complete and accurate list of all Contracts in effect as of the date of this Agreement which fall within any of the following categories and Seller is a party or any of its assets or properties are bound and relates to the Business (all such Contracts listed on Schedule 6.6 and all such Contracts not listed on Schedule 6.6, but that were required to be listed, collectively, the “Material Contracts”):

15 NTD: Subject to due diligence and review of disclosure schedules.165 NTD: Subject to due diligence on contracts.

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[(a)] Contracts involving the annual payment or receipt by Seller after the Closing of more than $50,000[50,000], which cannot be cancelled without penalty or without more than 90 days’ notice;

[(b)] Contracts governing Indebtedness of Seller with a principal balance in excess, individually or in the aggregate, of $50,000; [50,000];

(a) Contracts governing Indebtedness or any Guarantee thereof, or the imposition of any Lien on the Purchased Assets;

(b) Contracts providing for employment, retention, bonus, severance or other service relationship with any employee of Seller or the Business;

[(c)] (c)all Business Intellectual Property Agreements (other than Shrink-Wrap Licenses and licenses of Open Source Material);

[(d)] (d)Contracts involving the lease of real property or tangible property used in the Business involving aggregate payments by Seller in excess of $25,000 [25,000] in any calendar year;

(c)[(e)] Contracts under which Seller or the Business agree to indemnify any Person;

(d) Contracts containing non-competition or non-solicitation agreements that could reasonably be expected to restrict or limit the operations or conduct of the Business or the use of the Purchased Assets;

(e) Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of any entity or business or material amount of assets (in each case, whether by merger, sale of stock, sale of assets or otherwise);

(f) Contracts establishing joint ventures, profit sharing, partnerships or other similar agreements in connection with the Business or the Purchased Assets;

[(f)] (e)all Contracts that contain any exclusivity, “most favored nation,” rights of first refusal, rights of first negotiation or similar obligations or restrictions that are binding on Seller or, with respect to the Business, or that would be binding on Purchaser or its Affiliates after the Closing;

[(g)] (f)all Contracts containing “earn-out” agreements or arrangements (or any similar agreements or arrangements); and

[(h)] (g)Contracts between Seller, on the one hand, and any officer, director, manager, stockholder, partner or member Related Party of Seller on the other, relating to the Business [(other than employment agreements)]17.

6.5.2.[6.6.3.] Each Material Contract is legal, valid and binding and enforceable against Seller, and to Seller’s knowledge, against each party thereto, in each case, in

17 NTD: Employment agreements to be reviewed.

313029288.2 21

accordance with the express terms thereof and is not subject to any claims, charges, set-offs or defenses, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Seller is not, and to Seller’s knowledge, no other party to any Material Contract is, in material breach or material default thereof and no event has occurred which with notice or lapse of time or both would constitute a material breach or default or permit termination, modification, or acceleration, under any Material Contract. Seller has not waived any of its rights under any Material Contract. To Seller’s knowledge, no party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract.

6.6[6.7] No Brokers. Neither Seller, nor any respective Affiliate of Seller has entered into or will enter into any contract, agreement, arrangement or understanding with any broker, finder or agent which will result in the obligation of Purchaser or any of its Affiliates to pay any finder’s fee, brokerage commission or similar payment in connection with this Agreement or the transactions contemplated hereby. No broker, finder or agent has acted for, or on behalf of, Seller nor any respective Affiliate of Seller in connection with this Agreement or the transactions contemplated hereby.

6.7[6.8] Intellectual Property.

6.7.1.[6.8.1.] Title to Business Owned Intellectual Property. Schedule 6.8.1 contains a true and complete list as of the date hereof of all (a) Seller Technology and (b) registrations and applications for Patents, Trademarks, and Copyrights, included in the Business Owned Intellectual Property, including any pending applications to register any of the foregoing. All Business Owned Intellectual Property is owned exclusively by Seller free and clear of all Encumbrances other than Permitted Encumbrances. Seller has not transferred ownership of, or agreed to transfer ownership of, or permitted any person to retain, any exclusive rights or joint ownership of, any Business Owned Intellectual Property to any third party. To the knowledge of Seller, there has not been and there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Business Owned Intellectual Property by any third party.

[6.8.2.] Business Registered and Material IP. Schedule 6.8.2 lists a true and complete list of (a) all Registered IP owned by or filed in the name of Seller (“Business Registered IP”), indicating for each item the registration or application number and the applicable jurisdiction, and (b) all material unregistered IP comprising Business Owned Intellectual Property. [NTD: The only Registered IP is the Company logo, which will not Deluxe believes is to be included in the Purchased Assets.]

[6.8.3.] Invention Assignment. The All personnel, including employees, agents, consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Purchased Assets which constitute Business Owned Intellectual Property or other Intellectual Property Rights owned by Seller were authored and developed in the United States as works-made-for-hire (as defined under Title 17 U.S.C.) by the full time employees or independent contractors of Sellereither (i) have been a party to “work-for-hire”

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arrangements or agreements with Seller in accordance with applicable Law that has accorded Seller full, effective, and exclusive ownership of all tangible and intangible property thereby arising, or (ii) have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to Seller effective and exclusive ownership of all tangible and intangible property arising thereby.

6.7.2.[6.8.4.] Intentionally Deleted.

6.7.3.[6.8.5.] Confidential Information. Seller has taken commercially reasonable actions to maintain and protect its rights in and to the Purchased Assets, including, where applicable, by use of appropriate notices, confidentiality and nondisclosure agreements and such other measures as are necessary to protect such rights.

6.7.4.[6.8.6.] Non-Infringement. Seller has not brought any action, suit or proceeding against any third party for infringement, misappropriation or violation of any Intellectual Property Rights. To Seller’s knowledge, the Purchased Assets are not infringing, misappropriating or violating the Intellectual Property Rights of any third party in the United States. Seller is not the subject of any ongoing legal proceedings or suits, nor has Seller received any written notice or any other claim, including indemnification claims, from any third party (nor does Seller have knowledge therefor), (i) challenging the Intellectual Property Rights of Seller with respect to the Purchased Assets, or (ii) claiming that any Purchased Asset infringes or misappropriates the Intellectual Property Rights of any third party, or violates the rights of any third party (including any right to privacy or right of publicity). To Seller’s knowledge, there are no forbearances to sue, consents, settlement agreements, judgments, orders or similar obligations, other than Business Intellectual Property Agreements set forth on Schedule 6.8.7 that do or may: (x)  restrict the rights of Seller to use, transfer, license or enforce any of its Business Owned Intellectual Property Rights, (y) restrict the conduct of the business of, including any payments by or conditions on, Seller in order to accommodate a third party’s Intellectual Property Rights, or (z) grant any third party any right with respect to any Business Owned Intellectual Property.

6.7.5.[6.8.7.] Licenses; Agreements. Schedule 6.8.7 sets forth a complete and accurate list of all Contracts under which Seller grants to a third party any rights under or with respect to any Business Owned Intellectual Property (each an “Outbound License Agreement”), other than non-exclusive agreements granted in the Ordinary Course of Business. Schedule 6.8.7 sets forth a complete and accurate list of all Contracts under which a third party grants to Seller any rights under or with respect to any Intellectual Property Rights or Technology used in the Business (each, an “Inbound License Agreement”), other than licenses for non-customized, off-the-shelf” software that is generally commercially-available for an aggregate license fee of no more than $15,000.00 (“Shrink-Wrap Licenses”) and licenses of Open Source Materials. Seller has provided a complete list of Shrink-Wrap Licenses to Purchaser prior to the Closing Date. Collectively, the Business Owned Intellectual Property, and rights to Intellectual Property Rights or Technology granted under an Inbound License Agreement, Shrink-Wrap License and/or Open Source Materials

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comprise all Intellectual Property Rights necessary for the conduct of the Business as currently conducted.18

6.7.6.[6.8.8.] Intentionally Deleted.

[6.8.9.] Software; Source Code. To Seller’s knowledge, the software constituting any part of the Purchased Assets does do not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which such software is stored or installed or damage or destroy any data or file without the user’s consent. Within the past three (3) years, to Seller’s knowledge, no worms, viruses, bugs, faults or code have been discovered on or to be affecting the Seller Technology in such a manner that has caused (or threatened to cause) a material disruption of the business of Seller or a loss or unauthorized disclosure of their data.

6.7.7.[6.8.10.] Open Source Software. Schedule 6.8.10(i) lists all Open Source Materials included in, combined with, or used in the delivery of, any Seller Technology or other Business Owned Intellectual Property, as the case may be, and identifies each relevant license for such Open Source Materials. With respect to Open Source Materials that are or have been used by Seller in any way, to Seller’s knowledge, Seller has been and is in compliance with the terms and conditions of all applicable licenses for the Open Source Materials, including attribution and copyright notice requirements.

6.7.8.[6.8.11.] Effect of Transaction. Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions or agreements contemplated by this Agreement will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare (i) a loss of, or Encumbrance upon, any Business Owned Intellectual Property, or (ii) a breach of, termination of, or acceleration or modification of any right or obligation under any Business Intellectual Property Agreements.

[6.9] Taxes. (a) Seller has paid in full and on a timely basis (whether or not shown or required to be shown on a Tax Return) all Taxes of Seller attributable to the Purchased Assets for all periods ending on or before the Closing Date (“Seller Periods”), and has timely and duly collected or withheld all Taxes which Seller has been required to collect or withhold for all Seller Periods; (b) Seller has timely filed all Tax Returns required to be filed by it or with respect to the Purchased Assets for all Seller Periods, and all such Tax Returns are true, correct, and complete; (c) no such Tax Returns have been audited or examined by any federal, state, local or foreign taxing authority with respect to the Purchased Assets; (d) no adjustment relating to Tax Returns or deficiencies for Taxes with respect to the Purchased Assets have been asserted or assessed against Seller or proposed formally or informally by any taxing authority which remain unpaid, and no basis exists for any such adjustment or deficiency; (e) there are no pending audits or examinations of Seller’s Tax Returns with respect to the Purchased Assets nor has Seller received any notice of an audit or examination; (f) there have been no waivers of statutes of limitations by Seller; and (g) there are no Encumbrances (other than Permitted Encumbrances) for Taxes upon the Purchased Assets. [NTD: Seller is a member of a consolidated group (federal) and a combined group (state).]

18 Parties to discuss in context with deletion of anticipated Software License Agreement.

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6.8[6.10] Solvency. Seller is not currently insolvent and immediately after the consummation of the transactions contemplated by this Agreement, (a) the fair value of the assets of Seller will exceed its respective Indebtedness and other Liabilities, (b) the present fair saleable value of the property of Seller will be greater than the amount that will be required to pay off its respective probable obligations of Indebtedness and other Liabilities, as such Indebtedness and other Liabilities become absolute and matured, (c) Seller will be able to pay its Indebtedness and other Liabilities, as such Indebtedness and other Liabilities become due.

[6.11] Related Party Transactions. Except for employment and benefit arrangements in the Ordinary Course of Business, no officer, director, stockholder, member or Affiliate of Seller, or any beneficiary or family member of such officer, director, stockholder, member or Affiliate of Seller applicable to all employees of Seller, no Related Party (a) owes any amount to Seller, nor does Seller nor the Business owe any amount to, or has committed to make any loan or extend or guarantee credit to or for the benefit of, any such Person, or (b) to Seller’s knowledge, has any claim or other Action against Seller. None of Seller, any Affiliate of Seller, or any director, officer or key employee of any such PersonsRelated Party, (i) own any direct or indirect interest of any kind in (except for ownership of less than 10% of any public company, provided, that such ownership role is that solely of a passive investment), or control or is a director, manager, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which (I) is a competitor, supplier, customer, landlord, tenant, creditor or debtor of Seller or (II) is a party to any transaction with Seller.

[6.12] Foreign Corrupt Practices Act and Similar Laws. Seller has not, and to Seller’s knowledge, no none of its agents, officers, directors, managers or representatives, has directly or indirectly offered or paid, or authorized such offer or payment, any money or anything of value to improperly seek to influence any Foreign Official or foreign Government Entity decision-making or to gain a commercial or other advantage for Seller and none of such Person are Foreign Officials.

6.13 Intentionally Deleted.

6.14 Intentionally Deleted,

6.9[6.13] Employee Matters.

6.13.1. Set forth on Schedule 6.13.1 is a true, correct, and complete list of each current employee of Seller and each “non-employee,” including but not limited to independent contractors, interns, or other officers and directors (or equivalent) of Seller or any Affiliate of Seller whose work relates or related to the Business (collectively, the “Business Workers”) and all former employees or non-employees who has performed services for Seller or the Business in the last two years and the respective job title, name of any union representing such individual and the salary, commission arrangements, benefits, and other compensation and payroll items paid or payable to each such employee or non-employee individual. Except as indicated on Schedule 6.13.1, all employees included on Schedule 6.13.1 are employed on an "at will" basis. Schedule 6.13.1 lists all employees of Seller who are currently on leave relating to work-related injuries and/or receiving disability benefits from any party and all employees who are currently on a leave of absence (whether paid or unpaid), the reasons for the leave of absence, and the expected return date.

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6.13.2. As of the Closing, Seller has or will have paid in full all wages, salary, commissions, benefits, and other compensation and payroll items payable by Seller or any Affiliate to each Business Worker, and there are no amounts in respect thereof that are due and owing by Seller or any Affiliate. Except as set forth on Schedule 6.13.1, all Persons treated by Seller or, with respect to the Business, any Affiliate as a non-employee, including but not limited to independent contractors, for any purpose do satisfy and have satisfied the requirements of Law to be so treated, and Seller or such Affiliate has fully and accurately reported the amounts paid by Seller or such Affiliate to or on behalf of such Persons on IRS Forms 1099 (or other appropriate form) when required. Neither the Seller nor any Affiliate has any direct or indirect liability, whether absolute or contingent, with respect to any misclassification of any person with a status other than as an employee, or with respect to any employee leased from another employer. No individual who has performed services for or on behalf of Seller or the Business, and who has been treated by Seller or an Affiliate as a non-employee, whether as an independent contractor, consultant or otherwise, is classifiable as a "leased employee," within the meaning of Section 414(n)(2) of the Code, with respect to Seller or the Business or with respect to any customer of Seller or the Business. Seller and, with respect to the Business, its Affiliates is, and has been, in compliance with all applicable federal, state and local laws, rules and regulations and collective bargaining agreement provisions respecting employment, employment practices, labor and terms and conditions of employment, including, without limitation, in respect of employment documentation, equal employment opportunities, fair employment practices, wages and hours, employment standards, pay equity, human rights and occupational health and safety, sexual harassment, discrimination based on sex, race, disability, health status, pregnancy, religion, national origin, age or other tortious conduct, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and neither the Seller nor the Business has engaged in any unfair labor practice. Neither the Seller nor, with respect to the Business, any Affiliates, is or has ever been, liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing.

6.13.3. There are no complaints, charges, grievances, petitions for recognition and/or claims against Seller nor, with respect to the Business, its Affiliates, pending or, to Seller’s knowledge, threatened that could be brought or filed, with or by any Governmental Entity, administrative agency or labor organization, or any unsatisfied judgments, settlements and/or arbitration decisions pending against Seller or any of its Affiliates based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by Seller or, with respect to the Business, any Affiliate, of any individual. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to Seller nor, with respect to the Business, its Affiliates within the three years prior to Closing.

6.13.4. No third party has claimed or has reason to claim that any person employed by or affiliated with Seller or the Business (i) has violated or may be violating any of the terms or conditions of such person’s employment, non-competition, non-solicitation, non-disclosure or collective bargaining agreement with such third

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party, (ii) has or may have disclosed or utilized any trade secret or proprietary information or documentation of such third party, or (iii) has interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No person employed by or affiliated with Seller or the Business has employed or has proposed to employ any trade secret or any information or documentation proprietary to any former employer or violated any confidential relationship which such person may have had with any third party, in connection with the development, sale, licensing, or other providing of any service or proposed service of Seller or the Business.

6.13.5. No person employed by or retained by Seller nor, with respect to the Business, its Affiliates is bound by any contract with any party other than Seller that purports to limit the ability of individual (i) to engage in or continue to perform any conduct, activity, duties or practice relating to the Business or (ii) to assign to Seller any rights to any invention, improvement, or discovery relating to the Business. No employee or former employee of the Seller nor, with respect to the Business, its Affiliates is a party to, or is otherwise bound by, any contract that has or will impact the ability of Seller to conduct the Business.

6.13.6. No person employed by or retained by Seller or, with respect to the Business, its Affiliates has provided written notice or otherwise expressed an intention to terminate employment with Seller or such Affiliate.

6.10 Employee Benefits.

6.14.1 Schedule 6.14.1 sets forth a list of each Benefit Plan. For purposes of this agreement, “Benefit Plan” shall mean any benefit and/or compensation plan, contract, policy, program, practice, arrangement or agreement that is sponsored, maintained, contributed to, or required to be contributed to by Seller or its Affiliates for the benefit of Business Workers, former employees, consultants, interns and/or independent contractors of Seller or, with respect to the Business, its Affiliates, or any beneficiary, spouse or dependent of any such Person, whether covering a single individual or a group of individuals, and each such benefit and/or compensation plan, contract, policy, program, practice, arrangement or agreement under or with respect to which Seller has or may have any liability, including, but not limited to, any (i) welfare plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) pension benefit plan within the meaning of Section 3(2) of ERISA, (iii) stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan, contract, policy, program, practice, arrangement or agreement, or (iv) any other employment, consulting, compensation, deferred-compensation, retirement, welfare-benefit, bonus, incentive, retention, change in control, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, dental, vision, medical, life insurance or fringe-benefit plan, contract, policy, program, practice, arrangement or agreement. True and complete copies of all plan documents for all Benefit Plans (or, for any Benefit Plan not in writing, a written summary of its material terms) have been provided to Purchaser, together with, to the extent applicable, copies for each Benefit Plan of (i) any trust agreements, custodial agreements and insurance policies, (ii) any summary plan descriptions and summaries of material modifications, (iii) any current

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actuarial reports and financial statements, and (iv) the most recent determination or opinion letter, if any, issued by the IRS. Neither Seller nor, with respect to the Business, its Affiliates, has announced any plan and has not made any express or implied commitment, whether legally enforceable or not, to create any additional Benefit Plan or to amend, modify or terminate any existing Benefit Plan, other than with respect to any amendment, modification or termination required by ERISA, the Code or other applicable Law.

6.14.2 Each Benefit Plan is and has been administered in material compliance with its terms and with all applicable requirements of ERISA, the Code, and other applicable Laws. No Benefit Plan is the subject of any examination or audit by any Governmental Entity.

6.14.3 Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code either (i) has received a favorable determination letter from the IRS as to its qualified status and as to the exempt status of any trust established in connection with such Benefit Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Code or (ii) may rely upon a prototype or volume submitter opinion letter, and no event has occurred that would adversely affect the qualified status of any such Benefit Plan or the exempt status of any such trust.

6.14.4 No Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (“Multiemployer Plan”) or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 or 430 of the Code, and neither Seller nor, with respect to the Business, its Affiliates, nor any entity which is considered, or at any time within the past six (6) years has been considered, a single employer with Seller under Section 4001 of ERISA or Section 414 of the Code (each, an “ERISA Affiliate”), sponsors or contributes to, or has at any time within the past six (6) years sponsored or contributed to, or has any liability or obligation in respect of, any such Multiemployer Plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 or 430 of the Code. None of the Benefit Plans is or has been a multiple employer plan subject to Sections 4063 or 4064 of ERISA.

6.14.5 The “funded percentage” (as defined in Section 305(i) of ERISA) of each Benefit Plan and employee benefit plan of any ERISA Affiliate that is a Multiemployer Plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 or 430 of the Code is not less than 100%, and no such Benefit Plan or ERISA Affiliate employee benefit plan has any “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA). Neither Seller nor any of Seller’s ERISA Affiliates has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA, including without limitation any liability to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan.

6.14.6 None of the Purchased Assets is, or is reasonably be expected to become, (i) “plan assets” of any Benefit Plan, (ii) the subject of any lien or other encumbrance arising under ERISA or pursuant to Section 430(k) or 436 of the Code, or (iii) otherwise identified or earmarked as available for or relating to benefits under any Benefit Plan.

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6.14.7 All contributions, premium payments and benefit payments relating to each Benefit Plan have been made on a timely basis. Seller and its Affiliates have performed in all material respects all obligations required to be performed by it under each Benefit Plan.

6.14.8 No Benefit Plan provides benefits or coverage in the nature of health, life or disability insurance or other welfare benefits to any Person for any period extending beyond retirement or other termination of employment or service other than benefits or coverage required under Section 601 et seq. of ERISA, Section 4980B of the Code or similar provisions of any applicable Law.

6.14.9 No Benefit Plan is established or maintained outside the United States.

6.14.10 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent event(s), with or without notice or lapse of time or both) will (i) entitle any Business Worker to any bonus, incentive compensation, severance pay, unemployment compensation or any other payment; (ii) increase any benefits otherwise payable under any Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any benefit under any Benefit Plan; or (iv) result in any payment to any “disqualified individual” that would be characterized as an “excess parachute payment” (as such terms are defined for purposes of Section 280G of the Code).

[6.14] Guarantee. Concurrently with the execution of this Agreement, Seller has delivered the Seller Guarantee to PurchaserGuarantee. The Seller Guarantee is valid and in full force and effect and constitutes the valid and binding obligation of the Seller Guarantor, enforceable in accordance with its terms.

[6.15] Exclusivity of Representations. The representations and warranties made by Seller in this Section 6 are the exclusive representations and warranties made by Seller with respect to Seller, including the Purchased Assets. Seller hereby disclaims any other express or implied representations or warranties with respect to itself. Except as expressly set forth herein, the condition of the Purchased Assets shall be “as is” and “where is” and Seller makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the Purchased Assets or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent.

7. Representations and Warranties of Purchaser.

Purchaser hereby represents and warrants to Seller as of the date of this Agreement and as of the Closing Date as follows:

7.1 Organization; Authorization. Purchaser is a duly organized and validly existing corporation in good standing under the laws of the state of its incorporation. Purchaser has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party and each of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of Purchaser. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by Purchaser and, assuming the due execution and delivery of this

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Agreement by Seller, this Agreement and the other Transaction Documents to which it is a party constitute a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity).

7.2 No Conflict or Violation. The execution, delivery, and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not: (a) violate or conflict with any provision of Purchaser’s Organization Documents, or (b) conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute (with or without notice or lapse of time or both) a default under or a violation of, any agreement to which Purchaser is a party.

7.3 Consents and Approvals. No consent, permit approval or authorization of, or declaration, filing or registration with or notification to, any Government Entity, or any other Person, is required to be made or obtained by Purchaser in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby.

7.4 Litigation. There are no Actions, pending or threatened against or affecting Purchaser, at law or in equity, or before or by any Government Entity which would adversely affect Purchaser’s performance under this Agreement, any of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby.

7.5 No Brokers. Neither Purchaser nor any Affiliate of Purchaser has entered into or will enter into any contract, agreement, arrangement or understanding with any Person which will result in the obligation of Seller or any of its Affiliates to pay any finder’s fee, brokerage commission or similar payment in connection with this Agreement or the transactions contemplated hereby. No broker, finder or agent has acted for, or on behalf of, Purchaser or any Affiliate of Purchaser in connection with this Agreement or the transactions contemplated hereby.

[7.6] Guarantee. Concurrently with the execution of this Agreement, Purchaser has delivered the Purchaser Guarantee to Seller. The Purchaser Guarantee is valid and in full force and effect and constitutes the valid and binding obligation of the Purchaser Guarantor, enforceable in accordance with its terms.

[7.7] Financing. Purchaser has, or shall have at the time that an applicable payment becomes due and payable hereunder, sufficient funds to permit Purchaser to pay the Purchase Price in accordance with Section 2.3, and any other payments required to be paid when due by Purchaser hereunder as provided herein.

7.6[7.8] Reliance on Representations.

7.6.1.[7.8.1.] Purchaser acknowledges that: (a) it has completed to its satisfaction its own due diligence review with respect to the Purchased Assets and it is entering into the transactions contemplated by this Agreement based on such investigation, (b) it has had access to its full satisfaction to Seller and its contracts, agreements and documents with respect to the Purchased Assets, and (c) it has had such opportunity to seek accounting, legal or other advice or information in connection with its entry into this Agreement and the other documents referred

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to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit.

7.6.2.[7.8.2.] Purchaser agrees and acknowledges that the representations and warranties made by Seller in Section 6 are the exclusive representations and warranties made by Seller with respect to the subject matter of this Agreement and that Seller hereby disclaims any other express or implied representations or warranties with respect to itself. Purchaser further agrees and acknowledges that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 6.

8. Survival of Representations and Warranties.

All representations and warranties contained in this Agreement and in any Schedule, Exhibit, certificate or conveyance instrument delivered in connection with the transactions contemplated hereby, other than representations and warranties contained in Sections 6.1 (Organization; Authorization), 6.2 (Title to and Condition of Purchased Assets), 6.7 (No Brokers), 6.9 (Taxes), 7.1 (Organization; Authorization), or 7.5 (No Brokers) (collectively, the “Fundamental Representations”), shall survive the Closing and shall continue in full force and effect for a period of eighteen (18) months after the Closing Date. The Fundamental Representations shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations. If either Party gives notice with respect to a claim for Losses prior to the expiration of the applicable survival period, the indemnifications provided in this Agreement with respect to such claim shall survive such time period for the purpose of remedy and collection if it is subsequently determined that such alleged misrepresentation or breach giving rise to a claim for Losses in fact occurred or existed within such applicable time period. All other covenants and other obligations under this Agreement shall survive the Closing or the termination of this Agreement for any reason in accordance with their respective terms.

9. Indemnification.

9.1 Indemnification.

[9.1.1.] General Indemnification Obligation of Seller Parties. Subject to the terms, conditions and limitations of this Section 9, from and after the Closing, Seller shall reimburse, defend, indemnify and hold harmless Purchaser and its officers, directors, managers, members, employees, Affiliates, Representatives, successors and assigns (each a “Purchaser Indemnitee”) from, against and in respect of any and all damages, losses, deficiencies, liabilities, actions, suits, claims, proceedings, demands, fines, judgments, costs (including reasonable legal fees) and other expenses (including costs and reasonable expenses incurred in connection with investigating, preparing, pursuing or defending against any of the foregoing) (in all cases excluding incidental, consequential, punitive, special, exemplary or similar damages or any damages measured by lost profits, income or revenues or a multiple of earnings, except in connection with Third Party Claims to the extent actually recovered from the Purchaser Indemnitee by a third party) (collectively, “Losses”), whether or not involving a Third Party Claim, that any Purchaser Indemnitee actually suffered or incurred that arise from or result out of:

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(a) the breach of, or any inaccuracy in, any representation or warranty made by Seller set forth in this Agreement or contained in any certificate or instrument delivered by Seller pursuant to this Agreement;

[(b)] the breach or default by Seller in performance of any covenant or agreement contained in this Agreement or contained in any certificate or instrument delivered by Seller pursuant to this Agreement;and

[(c)] any Excluded Liability or any Excluded Asset.; and

(b) Seller’s ownership and use of the Purchased Assets prior to the Closing Date.

9.1.2. General Indemnification Obligation of Purchaser. Subject to the terms, conditions and limitations of this Section 9, from and after the Closing, Purchaser shall reimburse, defend, indemnify and hold harmless Seller and its officers, directors, managers, members, employees, Affiliates, Representatives, successors and assigns (each a “Seller Indemnitee”) from, against and in respect of any and all Losses, whether or not involving a Third Party Claim (to the extent actually recovered from the Seller Indemnitee by a third party), actually suffered or incurred by any Seller Indemnitee after the Closing that result from or arise out of:

(a) the breach of, or any inaccuracy in, any representation or warranty made by Purchaser set forth in this Agreement or contained in any certificate or conveyance instrument delivered by Purchaser pursuant to this Agreement;

(b) the breach or default by Purchaser in performance of any covenant or agreement contained in or pursuant to this Agreement or contained in any certificate or conveyance instrument delivered by Purchaser pursuant to this Agreement;

(c) any Assumed Liabilities;

[(d)] any and all Liabilities or other obligations of Purchaser to any current or past employee, independent contractor or intern of PurchaserHired Worker arising exclusively after the applicable Hire Date, including, without limitation, (i) with respect to any salary, wages, benefits, expense reimbursements, severance or other separation payments, any sales or other commissions or other cash or non-cash compensation; and (ii) any obligations required by the terms of any benefit plan or collective bargaining agreement with any labor organization,and/or relating to all Actions, claims, grievances, complaints, charges or causes of action arising after the Closing Date; and [NTD: Seller anticipates that the Transition Services Agreement will address liability of the parties during the transition period.][NTD from Deluxe: Changes from Deluxe conformed to that premise]

(d)[(e)] Purchaser’s ownership and use of the Purchased Assets from and after the Closing Date.

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[9.1.3.] Limitations on Indemnification. The indemnification provided for in Section   9.1.1 .1 is subject to each of the following limitations:

[(a)] Seller’s aggregate liability for indemnification pursuant to Section   9.1.1(a) , other than for breaches of the Fundamental Representations (which shall not be so limited), shall not exceed $560,000 [__________]19 (such amount the “Indemnification Cap”). Purchaser’s aggregate liability for indemnification pursuant to Section   9.1.2(a) , other than for breaches of the Fundamental Representations (which shall not be so limited), shall not exceed the Indemnification Cap.

(e)[(b)] Seller’s aggregate liability for indemnification pursuant to Section   9.1.1(a) , solely with respect to breaches of the Fundamental Representations, shall not exceed an amount equal to (i) the aggregate of the sum of the Upfront Payments and the Additional Purchase Price Payments actually received by Seller from Purchaser under this Agreement, provided that in no event shall such amount exceed $5,600,000, minus (ii) any amounts paid to a Purchaser Indemnitee pursuant to this Section 9. Purchaser’s aggregate liability for indemnification pursuant to Section 9.1.2(a), solely with respect to breaches of the Fundamental Representations, shall not exceed an amount equal to (i) the aggregate of the sum of the Upfront Payments and the Additional Purchase Price Payments actually received by Seller from Purchaser under this Agreement, provided that in no event shall such amount exceed $5,600,000, minus (ii) any amounts paid to a Seller Indemnitee pursuant to this Section 9.

[(c)] No Purchaser Indemnitees shall be entitled to indemnification or to make any claims against Seller, unless and until such Purchaser Indemnitee has actually incurred Losses as a result of breaches described in Section   9.1.1(a) in excess of $200,000 [200,000] in the aggregate (such amount, the “Indemnification Basket”) and the Purchaser Indemnitees shall be entitled to indemnification for Losses solely to the extent exceeding the Indemnification Basket; provided, however, that the obligation of Seller to indemnify any Purchaser Indemnitee in respect of any Losses resulting from a breach of any Fundamental Representation shall not be subject to the Indemnification Basket. No Seller Indemnitees shall be entitled to indemnification or to make any claims against Purchaser, unless and until such Seller Indemnitee has actually incurred Losses as a result of breaches described in Section   9.1.2(a) in excess of the Indemnification Basket and the Seller Indemnitees shall be entitled to indemnification for Losses solely to the extent exceeding the Indemnification Basket; provided, however, that the obligation of Purchaser to indemnify any Seller Indemnitee in respect of any Losses resulting from a breach of any Fundamental Representation shall not be subject to the Indemnification Basket.

[(d)] No Purchaser Indemnitee shall be indemnified in accordance with this Section 9 if and to the extent that: (i) the Loss results from the failure of

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Purchaser to comply with Section 9.3, (ii) the Loss results from or is increased by the passing of or any change in, after the date hereof, any Law or administrative practice of any Government Entity not in effect on the date hereof or the Loss results from or is increased by any change in, (iii) any of the facts or circumstances giving rise to a breach of any representation or warranty set forth in Section 6 that results in a Loss were known by Purchaser or its Representatives prior to the Closing Dateafter the date hereof, any Law or administrative practice of any Governmental Entity in effect on the date hereof.

(f)[(e)] No Purchaser Indemnitee shall be entitled to indemnification pursuant to Section   9.1.1 for Losses to the extent that such Losses relate to actions taken by the Purchaser following the Closing. No Seller Indemnitee shall be entitled to indemnification pursuant to Section   9.1.2 for Losses to the extent that such Losses relate to actions taken by Seller following the Closing.

(g)[(f)] Purchaser Indemnitees shall not be entitled to be compensated more than once for the same Loss. Seller Indemnitees shall not be entitled to be compensated more than once for the same Loss.

(h)[(g)] Notwithstanding anything to the contrary in this Agreement, the rights of the Purchaser Indemnitees and the Seller Indemnitees to seek indemnification hereunder for any Losses due to, resulting from or arising out of any fraud or willful misconduct by an Indemnifying Party shall not be subject to the respective Indemnification Basket or the Indemnification Cap.

(i)[(h)] Purchaser’s right to indemnity shall in no way be limited by (i) any inspection, survey, audit and access to Seller’s books and records which Purchaser may directly or through its representatives have conducted prior to the Closing Date; or (ii) knowledge that Purchaser may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of Seller’s representations and warranties or covenants and agreements or in any event give rise to an indemnification commitment of Seller.

[(i)] (h)Notwithstanding anything to the contrary contained in this Agreement for purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for determining whether there has been a breach), each representation, warranty and covenant in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to the term(s) “material” or “Material Adverse Change” or similar qualifiers.

(j) For the avoidance of any doubt, the rights of the Purchaser Indemnified Parties for indemnification under this Section 9 in the event of a breach of a representation or warranty or covenant by the Seller resulting in Damages shall not be limited or impaired if and to the extent the claim for indemnification is for Excluded Assets or Excluded Liabilities.

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9.1.3.[9.1.4.] Claims.

[(a)] Any Party making a claim for indemnification under Sections 9.1.1 or 9.1.2 (an “Indemnified Party”) shall give the Party from whom indemnification is being sought (an “Indemnifying Party”) written notice of such claim (the “Claim Notice”) promptly after the Indemnified Party receives any written notice of any Action or other claim against or involving the Indemnified Party by a third party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification, such Claim Notice stating the factual basis for such claim, the amount and nature of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, that the failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall actually and materially prejudice any defense or claim available to the Indemnifying Party. The Indemnifying Party shall be entitled to assume control of the defense of such Action through counsel reasonably satisfactory to the Indemnified Party at the Indemnifying Party’s sole expense if, within thirty (30) days after the date on which the Claim Notice has been given pursuant to this Section 9.1.2(a 9.1.4(a ) , the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party wishes to assume the defense of such Action; provided, that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Action if (i) the Action relates to or arises in connection with any injunctive relief, specific performance or other similar equitable relief, any claim in respect of Taxes, or any criminal allegations, (ii) the Action relates to or arises in connection with any matter than, in the good faith judgment of the Indemnified Party, is likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party, (iii) the Indemnifying Party has failed or is failing to actively defend in good faith the Action, or (iv) the Indemnifying Party has not acknowledged that such Action is subject to indemnification pursuant to this Section 9.1.2(a) 9.1.4(a) or the Indemnifying Party does not provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against such Third Party Claim and fulfill its indemnification obligations hereunder. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Action through counsel chosen by the Indemnified Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnified Party. If, however, the Indemnifying Party elects not to control or conduct the defense or prosecution of an Action, fails to notify the Indemnified Party of such election within the applicable thirty (30) day period or is not entitled to assume or continue control of the defense of any Action in accordance with this Section 9.1.2(a 9.1.4(a ) , then the Indemnified Party shall control such defense at the expense of the Indemnifying Party but the Indemnifying Party nevertheless shall have the right to participate on a non-controlling basis in the defense or prosecution of any Action and, at its own expense, to employ counsel of its own choosing for such purpose.

[(b)] In connection with the defense of any Action as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and to the extent possible make available to the Indemnifying Party all witnesses,

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pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Action, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and to the extent possible make available to the Indemnified Party, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. If the Indemnifying Party assumes control of the defense in accordance with Section 9.1.2(a 9.1.4(a ) , the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of any such Action. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned), settle or compromise any Action or consent to the entry of any judgment, or cease to defend such Action, if, pursuant to or as a result of such settlement, compromise or cessation, injunctive or other equitable relief shall be imposed against the Indemnified Party or if such settlement, compromise or cessation does not expressly and unconditionally release the Indemnified Party from all Liabilities or obligations with respect to such Action. The Indemnified Party will not settle any Action for which it has sought or is seeking indemnification and recovery pursuant to this Agreement without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned).

[9.2] Payment. Once Subject to Purchaser’s rights under Section 9.6, once an amount of Losses is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 9, the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party within fifteen (15) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds, as the case may be.

9.3Mitigation. Each Party shall take all commercially reasonable steps to mitigate any Loss as soon as reasonably practicable after any Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Loss.

[9.3] 9.4Net Recovery. The amount of any Loss shall be net of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a party or has rights with respect to such Loss; provided that no Indemnified Party shall have any obligation to seek or pursue any insurance recoveries or seek or pursue recoveries from other third parties (and may terminate, delay or abandon its seeking or pursuit of any such insurance or other recovery at any time in its sole discretion). The amount of any Loss claimed by any Indemnified Party hereunder shall be reduced by any Tax savings or benefits actually realized by any Indemnified Party or its Affiliates that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such Loss. Purchaser shall use reasonable efforts to claim and recover any Losses suffered by the Purchaser Indemnitees under all such insurance policies and other third party indemnities. The Indemnified Party shall remit to the Indemnifying Party any such insurance or other third party proceeds that are paid to the Indemnified Party with respect to Losses for which the Indemnified Party have been previously compensated pursuant to this Section   9 . If the amount to be netted pursuant to this Section   9.4 from any payment required pursuant to this Section   9 is determined only after such payment, the Indemnified Party shall repay the Indemnifying Party promptly (but in any event within fifteen (15)

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Business Days after such determination) any amount that the Indemnifying Party would not have had to pay pursuant to this Section   9 had such determination been made at the time of such payment. All indemnification payments made under this Agreement shall be treated for Tax purposes only as an adjustment to the Purchase Price.

[9.4] 9.5Exclusive Remedy. Except with respect to equitable relief, including specific performance and injunctive relief provided in Section 12.9 12.14 or in the case of fraud or willful misconduct, each of the Parties acknowledges and agrees that from and after the Closing, the indemnification provisions in this Section 9 shall otherwise be the exclusive remedy of any party to this Agreement with respect to breaches by any other party to this Agreement of any of the representations, warranties, agreements or covenants contained in this Agreement or in any certificate or conveyance instrument delivered pursuant to this agreement. Notwithstanding the foregoing, this Section 9.5 shall not operate to interfere with or impede the operation of the provisions of Section 2.3.3 the Services Agreement with respect to reductions in the Additional Purchase Price Payments pursuant to the terms of the Services Agreement.

9.6Subrogation. After any indemnification payment is made pursuant to this Section 9, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights (if any) of the Indemnified Party against any third party in connection with the Losses to which such payment relates. Without limiting the generality of the preceding sentence, any Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to evidence such subrogation rights.

[9.5] 9.7Specific Representations. Notwithstanding the foregoing, to the extent that a representation or warranty of Seller contained in this Agreement (each, a “Representation”) addresses a particular issue with specificity (a “Specific Representation”), and no breach by Seller exists under such Specific Representation, Seller shall not be deemed to be in breach of any other Representation to the extent addressing such issue with less specificity than the Specific Representation, and if such Specific Representation is qualified or limited by Seller’s knowledge, or in any other manner, no other Representation shall supersede or limit such qualification in any manner.

9.2[9.6] Set-Off. Purchaser may elect, in its sole discretion, to set-off against any Additional Upfront Payment or Additional Purchase Price Payments otherwise payable to Seller under the Services Agreement, any amounts payable to the Purchaser Indemnitees for any Losses for which the Purchaser Indemnitees are entitled to indemnification pursuant to this Section 9. If Purchaser elects to exercise its set-off rights hereunder, Purchaser shall give Seller written notice of such election (“Set-Off Notice”), which Set-Off Notice shall include the amount proposed to be set-off, and shall set forth, in reasonable detail, the basis of the Losses and the circumstances giving rise to the alleged entitlement to such set-off.

10. Additional Covenants.

10.1 Tax Matters.

[10.1.1.] Transfer Taxes.620 Notwithstanding anything to the contrary in this Agreement, Purchaser Seller shall be liable for, and shall indemnify and hold harmless the Seller Purchaser Indemnitees from and against , any and all sales Tax, use Tax, direct or indirect real property transfer or gains Tax, documentary stamp Tax, value added Tax or similar Taxes and related fees (“Transfer Taxes”) attributable to the sale or transfer of the Purchased Assets. The Party required by Law to file a Tax Return with respect to such Transfer Taxes shall timely

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prepare, with the other parties’ cooperation, and file such Tax Return. If Seller Purchaser or any of its Affiliates file any such Tax Return, Purchaser Seller shall promptly reimburse Seller Purchaser for any Transfer Taxes paid by the Seller Purchaser or such Affiliate in connection with the filing of such Tax Return. For avoidance of any doubt, Seller shall invoice to and collect from Purchaser at the Closing any Transfer Taxes attributable to the sale or transfer of the Purchased Assets that are required under applicable Law to be collected at Closing. Purchaser and Seller agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates or forms as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) such Transfer Taxes.

[10.1.2.] Allocation of Purchase Price. 721To the extent required or necessary under the applicable Law of any jurisdiction for the Parties to agree on an allocation of a portion of the Purchase Price to the Purchased Assets located in such jurisdiction, each of Seller and Purchaser shall cooperate with each other and shall agree on a reasonable allocation of a portion of the Purchase Price to such Purchased Assets and shall, to the extent possible, memorialize such agreement in such documents as are utilized to effectuate the transfers of such Purchased Assets; provided, however, and notwithstanding anything in this Agreement to the contrary, that the Parties hereby agree allocate the aggregate Purchase Price (and all other capitalizable costs and any Assumed Liabilities) among the Purchased Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Exhibit H F (which Exhibit will be in accordance with Section 1060 of the Code and the regulations promulgated thereunder) (the “Allocation Schedule”); and (ii) report, act, and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects consistent with such allocation and shall not take any position which is inconsistent with such allocation unless required to do so by applicable Law or as may be permitted for non-tax purposes. Each Party will, including retroactively, allocate the Purchase Price paid following the Closing Date in accordance with the Allocation Schedule.

10.1.1.[10.1.3.] Cooperation on Tax Matters. From and after the Closing, Seller and Purchaser shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other filings relating to Tax matters, for the preparation for any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters.

10.2 Other Post-Closing Cooperation.

10.2.1. Assumed Liabilities; Payments. Purchaser shall promptly forward to Seller any payments received by Purchaser on account of any Excluded Assets, including, without limitation, any payments received after the Closing Date to the extent they relate to any pre-Closing period. Purchaser shall promptly deliver to Seller any mail or other communications received by Buyer relating

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to the Excluded Assets or the Excluded Liabilities, including, without limitation, any mail or other communications received after the Closing Date to the extent they relate to any pre-Closing period. Seller or its Affiliates, as applicable, shall promptly forward to Purchaser any payments received by Seller or an Affiliate on account of any Purchased Assets, including, without limitation, any payments received after the Closing Date to the extent they relate to any post-Closing period. Seller or its Affiliates, as applicable, shall promptly deliver to Purchaser any mail or other communications received by Seller or its Affiliates relating to the Purchased Assets or the Assumed Liabilities, including, without limitation, any mail or other communications received after the Closing Date to the extent they relate to any post-Closing period.

10.2.2. Litigation Support. From and after the Closing, in the event and for so long as any Party is actively contesting or defending against any Action in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Purchased Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities or the Business, each of the other Parties shall reasonably cooperate with such Party and its counsel in the contest or defense, make available their personnel at reasonable times and places, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending party is entitled to indemnification therefore under Section 9); provided that no party shall be obligated to provide such cooperation in connection with a proceeding in connection with this Agreement.

10.3 Further Assurances. Each Party will execute, acknowledge and deliver such documents and instruments reasonably requested by the other Party, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by the other Party, for the purpose of giving effect to the transfer of the Purchased Assets as of the Closing Date in accordance with the terms of this Agreement.

[10.4] Consents. The Parties shall cooperate and use their commercially reasonable efforts to obtain (at Seller’s cost and expense) all Consents (both from Government Entities and from other Persons) to consummate the transactions contemplated hereby and to assign the Purchased Assets to Purchaser, including all Required Consents. The Parties Seller shall each bear one-half of all costs, expenses and fees in connection with obtaining all such Consents. All Such Required Consents shall be in forms reasonably satisfactory to Purchase8r.Purchaser agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached as a result of the failure to have obtained any Required Consent.

[10.5] Use of Seller Trademarks. From and after the Closing Date, [except as set forth in the Transition Services Agreement, ]without Seller’s prior written consent, Purchaser shall not use the Trademarks of Seller or any of its Affiliates in any manner whatsoever or otherwise utilize the Purchased Assets based on or taking advantage of the name, reputation or corporate goodwill of Seller or any of its Affiliates. Purchaser acknowledges that it is not acquiring any rights to the “Colorworks” name or any derivative thereof or any trademarks related thereto. [NTD: Seller understands that the business deal

88NTD: Parties to discuss payment of fees with respect to the Consents.

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does not include the sale of the Colorworks name, but that, if so desired, Purchase can use the name during a transition period, the terms of such use to be governed by the Transition Service AgreementDeluxe believes the name will be part of the Purchased Assets.]

[10.6] Confidentiality. Seller acknowledges and agrees that for a period of three (3) years following the Closing Date Seller shall keep confidential any and all information and data that Seller maintains as confidential (whether in oral or written form, electronically stored or otherwise) that is related in any way to the Business, the Purchased Assets, the Assumed Liabilities or Purchaser (or any of Purchaser’s Affiliates) or the transactions contemplated hereby or by any other Transaction Document (collectively, “Confidential Information”); provided that any Confidential Information that (i) was or becomes generally available to the public other than as a result of a disclosure by the party receiving such Confidential Information in violation of this Agreement or a breach of the Confidentiality Agreement, (ii) was or becomes available to a party on a non-confidential basis from a source other than the party disclosing such Confidential Information or its representatives; provided, further, that such source was not known to such Seller Party to be bound by any agreement or obligation to keep such information confidential, (iii) was independently developed by the party receiving such Confidential Information or its representatives without reference to any Confidential Information, or (iv) solely constitutes an Excluded Asset or relates to an Excluded Liability, shall not be subject to the restrictions contained in this Section 10.6. In the event that Seller is required by Law to disclose any Confidential Information, Seller shall provide Purchaser with prompt written notice, unless notice is prohibited by Law, of any such request or requirement so that Purchaser, at its sole cost and expense, may seek a protective order or other appropriate remedy. If, failing the entry of a protective order, Seller reasonably determines it is legally compelled to disclose the Confidential Information, Seller may disclose that portion of the Confidential Information that Seller reasonably determines it is compelled to disclose and will exercise commercially reasonable efforts to obtain assurance to the extent possible that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Seller will not oppose action by Purchaser to obtain an appropriate protective order at Purchaser’s expense or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything to the contrary set forth above, Seller shall be permitted to disclose Confidential Information (1) as part of any Tax filing, (2) to its Representatives who need to know such Confidential information to render services to Seller, (3) regarding the terms of the transaction contemplated hereby and the other Transaction Documents to its Affiliates as part of their financial reporting, and (4) in connection with any resolution of any Action solely related to any Excluded Asset or Excluded Liability. For the avoidance of doubt, Purchaser agrees and acknowledges that after the Closing Purchaser shall maintain the confidentiality of information provided to it in connection with the transactions contemplated by this Agreement and the other Transaction Documents related in any way to the Excluded Assets and Excluded Liabilities in accordance with the terms of the Confidentiality Agreement.

10.4[10.7] Bulk Transfer Provisions. Purchaser and Seller hereby waive compliance with the bulk transfer provisions of the Uniform Commercial Code (or any similar Law) in connection with the transactions contemplated by this Agreement.

11. Termination

11.1 Termination. At any time prior to the Closing, this Agreement may be terminated by written notice:

(a) Written Agreement. By written agreement duly executed by Purchaser and Seller.

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(b) Drop Dead Date. By either Purchaser or Seller at any time after [•], 2014 if the Closing has not occurred on or before such date; provided, however, that the right to terminate this Agreement under this Section   11.1 shall not be available to any Party whose failure to fulfill any obligation hereunder has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

[(c)] Breach by Seller. By Purchaser if Seller commits a breach of any of its representations, warranties, covenants or agreements contained herein, which breach would reasonably be expected to [give rise to a failure to satisfy any condition set forth in Section 5.2.1 or , 5.2.2, 5.2.3 or 5.2.4, and such breach, if capable of cure, shall not have been cured within thirty (30) days after receipt of written notice from Purchaser of such breach; provided, that Purchaser is not, on the date of termination, in material breach of any provision of this Agreement.

(c)[(d)] Breach by Purchaser. By Seller if Purchaser commits a breach of any of its representations, warranties, covenants or agreements contained herein, which breach would reasonably be expected to give rise, to a failure to satisfy any condition set forth in Section 5.3.1 or 5.3.2, and such breach, if capable of cure, shall not have been cured within thirty (30) days after receipt of written notice from Seller of such breach; provided, that Seller is not, on the date of termination, in material breach of any provision of this Agreement.

(d)[(e)] Law/Order. By Purchaser or Seller in the event that: (i) there shall be any Law after the date of this Agreement that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Government Entity shall have issued an Order restraining or enjoining the transactions contemplated by this Agreement.

11.2 Effect of Termination. If this Agreement is terminated in accordance with Section   11.1 , all obligations of the Parties shall terminate, except for the obligations set forth in this Section 11 and Section 12; provided, that, such termination shall not release any Party from any obligation or liability that has already accrued as of the effective date of such termination, and shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for Losses or otherwise, which a Party may have hereunder, at law, in equity or otherwise or which may arise out of or in connection with such termination; and provided, further, that all information indicated as confidential that was received by Purchaser from Seller and its Affiliates shall be treated as “Confidential Information” in accordance with the Confidentiality Agreement (as modified or supplemented by this Agreement) which shall remain in full force and effect, as modified or supplemented by this Agreement, notwithstanding the termination of this Agreement.

12. Miscellaneous.

12.1 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or delegated, in whole or in part, by operation of law, change of control, merger or otherwise, by any of the Parties without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement and any or all rights or obligations hereunder to any Affiliate of such Party; provided, that no such assignment shall limit or affect the assignor’s obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns, and no other Person shall have any right, benefit or obligation hereunder. Any attempted assignment that does not comply with this Section 12.1 shall be void ab initio.

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12.2 Notices. Any notice, request, demand, waiver, consent, approval or other communication (a “Notice”) which is required or permitted hereunder shall be in writing. All Notices may be delivered by hand delivery, by Federal Express or other similar overnight delivery service providing receipt against delivery, by U.S. certified mail, postage prepaid or facsimile or similar device (with a true copy thereof sent simultaneously by overnight delivery service as provided above), and shall be deemed given or made upon receipt thereof. All Notices are to be given or made to the Parties at the following addresses (or to such other address as any Party may designate by a Notice given in accordance with the provisions of this Section 12.2):

If to Purchaser: Deluxe Media Creative Services Inc.

2400 W. Empire AvenueBurbank, CA 91504Attention: [•]

with a copy to:

Deluxe Media Creative Services Inc.2400 W. Empire Avenue, Suite 200Burbank, CA 91504Attention: General CounselFax: 323-389-0506

If to Seller:

Sony Pictures Entertainment Inc.10202 West Washington BlvdCulver City, CA 90232Attention: [•]

with a copy to: Sony Pictures Entertainment Inc.10202 West Washington BlvdCulver City, CA 90232Attention: General CounselFax: (310) 244-0510

and

Sony Pictures Entertainment Inc.10202 West Washington BlvdCulver City, CA 90232Attention: Corporate LegalFax: (310) 244-2169

12.3 Choice of Law. This Agreement shall be construed and interpreted, and the rights of the Parties determined, in accordance with the Laws of the State of California, without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any other jurisdiction.

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[12.4] Arbitration. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 12.4 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the Parties or, if the Parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public; provided, however, that a Party may disclose information relating to the arbitration proceedings it its and its affiliates’ lawyers, insurance providers, auditors and other professional advisers. The fact that there is a dispute between the Parties that is the subject of an arbitration shall be confidential to the same extent. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions, subject to the provisions of the Agreement waiving or limiting that remedy. Neither Party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either Party may seek pendente lite relief (subject to the provisions of the Agreement waiving or limiting that relief) in a court of competent jurisdiction in Los Angeles County, California or, if sought by Purchaser, such other court that may have jurisdiction over Purchaser without thereby waiving its right to arbitration of the dispute or controversy under this sectionSection 12.4; provided further, however, that the losing Party shall have fifteen (15) Business Days after the issuance of the arbitrator’s decision to fully comply with such decision, after which the prevailing Party may enforce such decision by a petition to the Los Angeles County Superior Court or, in the case of Purchaser, such other court having jurisdiction over Purchaser, which may be made ex parte, for confirmation and enforcement of the award. Notwithstanding anything to the contrary herein, Purchaser hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise directly impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Seller, its parents, subsidiaries and Affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project provided such production, distribution, exhibition or other exploitation does not relate to a breach of this Agreement.

[12.5] Entire Agreement; Amendments and Waivers. This Agreement, together with all Exhibits and Schedules hereto, and the other Transaction Documents constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, warranties, representations and discussions, whether oral or written, of the Parties, or their officers or agents. All Exhibits and Schedules referenced herein are attached hereto and constitute an integral part of this Agreement. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided herein. No failure or delay on the part of either Party in exercising any right, power or remedy hereunder shall operate as a waiver of any further exercise thereof or the exercise of any other right, power or remedy, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any

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Person under or by reason of this Agreement. Subject to Section 9.5 9.4 , the remedies provided for herein are cumulative.

12.4[12.6] Counterparts; Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed a duplicate original, but all of which together shall constitute one and the same instrument; and shall be binding upon the Parties even where all Parties have not signed the same counterpart so long as each Party has signed a counterpart. The execution of the signature page by a Party and the delivery of an electronic copy thereof to the other Party or counsel to such other Party shall constitute valid execution and delivery of this Agreement by such sending Party.

12.5[12.7] Captions; Usage. Unless otherwise indicated herein, with respect to any reference made in this Agreement to a section (or subsection, paragraph, subparagraph, clause, Preamble or Recital), Exhibit or Schedule, such reference shall be to the corresponding section (or article, subsection, paragraph, subparagraph, clause, preamble or recital) of, or the corresponding exhibit or schedule to, this Agreement. The captions of the sections and subsections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of those provisions, or any other provision, of this Agreement. As used in this Agreement, the singular shall include the plural and the plural shall include the singular, wherever appropriate to the context; and the words “hereby”, “herein”, “hereof”, “hereto”, “hereunder” and similar words shall always be deemed to refer to this Agreement in its entirety and not merely to the section or subsection wherein any such word may appear. The words “including”, “includes”, and “include” shall be deemed followed by the words “without limitation” (whether or not so stated in any instance). Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. Any reference to a specific “day” or to a period of time designated in “days” shall mean a calendar day or a period of calendar days unless the day or period is expressly designated as being a Business Day or a period of Business Days.

12.6[12.8] Expenses. Except as otherwise set forth herein, the Parties shall each be liable for their own costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, whether or not the Closing shall have occurred or this Agreement is terminated.

[12.9] Publicity. The Parties acknowledge that the transaction described herein is of a confidential nature, and agree that the terms hereof, including particularly the Purchase Price payments, shall be maintained in confidence. Except as and to the extent required by applicable Law or an applicable stock exchange, without the prior written consent of the other Party, no Party will make, directly or indirectly through any of their respective Representatives or otherwise, any public comment, press release, statement or communication with respect to, or otherwise disclose or permit the disclosure (either publicly or privately) of, the existence of any of the terms, conditions or other aspects of the transaction contemplated under this Agreement, subject to (a) each Party being able to disclose such information as is necessary to comply with its obligations pursuant to Section 3, and (b) for any disclosure made by a Party to its parent or Affiliates or to its financial or legal advisors or its governing board (and for any such disclosure under this subclause (b), such Party shall assume legal responsibility for keeping such disclosed information confidential), unless, with respect to public comments, statements or communications, (i) the substance and form of the public comment, statement or communication is agreed by the Parties in advance, and (ii) the Parties agree that such public comment, statement or communication shall be made. If a Party is required by Law to make any disclosure, it must where

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reasonably practicable, prior to the disclosure, provide to the other Party the content of the proposed disclosure, the reasons for which such disclosure is required by Law or an applicable stock exchange, and the time and place that the disclosure will be made. The parties agree that a monetary remedy for a breach of this Section 12.9 may be inadequate and impracticable, and further agree that such a breach could cause irreparable harm to the non-breaching Party, and that in addition to any other remedies available at law or in equity, including money damages, the non-breaching Party shall be entitled to specific performance and injunctive relief or any other equitable relief without the necessity of proving actual damages.

12.7[12.10] No Third Party Beneficiaries. This Agreement and any other document, certificate, instrument or agreement executed in connection herewith is solely for the benefit of the Parties and no provision of this Agreement is intended, or will be construed, to provide or create any third party beneficiary rights or any liability, claim, cause of action or other rights of any kind in any customer, affiliate, supplier or employee of either Party or any other Person, except that the Seller Indemnitees and the Purchaser Indemnitees not party hereto are entitled to the rights, remedies and other benefits of third party beneficiaries with respect to Section 9 and any provisions referred to therein.

12.8[12.11] Exhibits and Schedules. The Exhibits and Schedules referred to in this Agreement are incorporated herein by reference and made a part of this Agreement. The Schedules shall be subject to the following terms and conditions: (a) any item disclosed in any particular part of the Schedule shall be deemed to be disclosed in any other part of the Schedules to the extent its relevance or appropriateness is reasonably apparent; (b) no disclosure of any matter contained in the Schedules will create an implication that such matter meets any standard of materiality; and (c) headings and introductory language have been inserted on the sections of the Schedules for convenience of reference only and shall not have the effect of amending or changing the express description of the sections as set forth in this Agreement.

12.9[12.12] No Presumption. With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the Parties understand and agree that the same have been mutually negotiated, prepared and drafted, and if at any time the Parties desire or are required to interpret or construe any such term or condition or any such agreement or instrument, no consideration will be given to the issue of which Party actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto and the Parties waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document.

[12.13] Severability. If In addition to the terms set forth in Section 3.7.3, if any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by Law.

12.14Specific Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

[12.14] Specific Enforcement; Other Equitable Relief. The parties hereto acknowledge that money damages would not be an adequate remedy at Law if any party fails to perform in any material

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respect any of its obligations hereunder (including, without limitation, pursuant to Section 3.7, Section 10.6, or Section 12.9) and accordingly agree that each party, in addition to any other remedy to which it may be entitled at Law, in equity or as provided in this Agreement, shall be entitled to seek to compel specific performance of the obligations of any other party under this Agreement and/or appropriate injunctive relief may be applied for and granted, in each case, without the posting of any bond or the necessity of proving actual damages, in accordance with the terms and conditions of this Agreement in any court of the United States or any state thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at Law. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

[12.15] Knowledge. When any representation, warranty, covenant or agreement contained in this Agreement is expressly qualified by reference to the Seller’s knowledge or words of similar import, it shall mean the current, actual knowledge of [____________] without inquiry or investigation. Where any representation, warranty or other provision in this Agreement refers to notice or written notice having been delivered or received by Seller, such representation, warranty or other provision shall be interpreted to include only any notice to the individuals listed in the immediately preceding sentence or any notice of which one of such individuals has actual knowledge, without any implication that any such Person has made any inquiry or investigation as to the sending or receipt of such notice, after reasonable investigation and due inquiry, of [____________].

[Signature Page Follows]

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TABLE OF CONTENTS

Page

TABLE OF CONTENTS(continued)

Page

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written.

“PURCHASER”

DELUXE MEDIA CREATIVE SERVICES INC.

____________________________Name:Title:

“SELLER”

COLORWORKS, INC.

____________________________Name:Title:

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TABLE OF CONTENTS

Page

313013179.1 1. DEFINITIONS ................................................................................................................................1

2. CLOSING; PURCHASE AND SALE OF PURCHASED ASSETS ..............................................8

2.1 Closing ................................................................................................................................8

2.2 Transfer of Purchased Assets .............................................................................................8

2.3 Purchase Price .....................................................................................................................8

2.4 Terms of Payment ...............................................................................................................9

2.5 Assumed Liabilities ............................................................................................................9

2.6 Excluded Liabilities ............................................................................................................9

2.7 Assignment and Assumption ............................................................................................10

2.8 Withholding Rights ...........................................................................................................11

2.9 No Continuation of Seller’s Business ...............................................................................11

3. PRE-CLOSING COVENANTS OF THE PARTIES ....................................................................11

3.1 Conduct of Seller prior to Closing ....................................................................................11

3.2 Closing Efforts ..................................................................................................................11

3.3 Tax Filings and Authorizations ........................................................................................11

3.4 Disclosure Supplements ...................................................................................................11

3.5 Access to Information .......................................................................................................12

3.6 Employees ........................................................................................................................12

3.7 Non-Competition; Non-Solicitation .................................................................................13

4. CLOSING DELIVERABLES .......................................................................................................14

4.1 Deliveries by Seller ..........................................................................................................14

4.2 Deliveries by Purchaser ....................................................................................................15

5. CONDITIONS PRECEDENT .......................................................................................................16

5.1 Conditions Precedent to Each Party’s Obligations ...........................................................16

5.2 Conditions Precedent to Obligations of Purchaser ...........................................................16

5.3 Conditions Precedent to Obligations of Seller .................................................................17

5.4 Failure of Conditions ........................................................................................................17

6. REPRESENTATIONS AND WARRANTIES OF SELLER ........................................................18

6.1 Organization; Authorization .............................................................................................18

6.2 Title to and Condition of Purchased Assets ......................................................................18

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TABLE OF CONTENTS(continued)

Page

6.3 No Conflict or Violation ...................................................................................................19

6.4 Consents and Approvals ...................................................................................................19

6.5 Litigation ..........................................................................................................................19

6.6 Material Contracts. ...........................................................................................................19

6.7 No Brokers ........................................................................................................................21

6.8 Intellectual Property .........................................................................................................21

6.9 Taxes .................................................................................................................................23

6.10 Solvency ...........................................................................................................................24

6.11 Related Party Transactions ...............................................................................................24

6.12 Foreign Corrupt Practices Act and Similar Laws .............................................................24

6.13 Employee Matters. ............................................................................................................24

6.14 Employee Benefits ............................................................................................................26

6.15 Guarantee ..........................................................................................................................28

6.16 Exclusivity of Representations .........................................................................................28

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER ...............................................28

7.1 Organization; Authorization .............................................................................................28

7.2 No Conflict or Violation ...................................................................................................29

7.3 Consents and Approvals ...................................................................................................29

7.4 Litigation ..........................................................................................................................29

7.5 No Brokers ........................................................................................................................29

7.6 Guarantee ..........................................................................................................................29

7.7 Financing ..........................................................................................................................29

7.8 Reliance on Representations .............................................................................................29

8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES ..................................................30

9. INDEMNIFICATION ...................................................................................................................30

9.1 Indemnification .................................................................................................................30

9.2 Payment ............................................................................................................................35

9.3 Net Recovery ....................................................................................................................35

9.4 Exclusive Remedy ............................................................................................................35

9.5 Specific Representations ...................................................................................................36

9.6 Set-Off. .............................................................................................................................36

10. ADDITIONAL COVENANTS .....................................................................................................36

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TABLE OF CONTENTS(continued)

Page

10.1 Tax Matters .......................................................................................................................36

10.2 Other Post-Closing Cooperation .......................................................................................37

10.3 Further Assurances ...........................................................................................................38

10.4 Consents ............................................................................................................................38

10.5 Use of Seller Trademarks .................................................................................................38

10.6 Confidentiality ..................................................................................................................38

10.7 Bulk Transfer Provisions ..................................................................................................39

11. TERMINATION ............................................................................................................................39

11.1 Termination ......................................................................................................................39

11.2 Effect of Termination .......................................................................................................40

12. MISCELLANEOUS ......................................................................................................................40

12.1 Assignment .......................................................................................................................40

12.2 Notices ..............................................................................................................................40

12.3 Choice of Law ..................................................................................................................41

12.4 Arbitration ........................................................................................................................41

12.5 Entire Agreement; Amendments and Waivers .................................................................42

12.6 Counterparts; Delivery .....................................................................................................42

12.7 Captions; Usage ................................................................................................................42

12.8 Expenses ...........................................................................................................................43

12.9 Publicity ............................................................................................................................43

12.10 No Third Party Beneficiaries ............................................................................................43

12.11 Exhibits and Schedules .....................................................................................................43

12.12 No Presumption ................................................................................................................44

12.13 Severability .......................................................................................................................44

12.14 Specific Enforcement; Other Equitable Relief .................................................................44

12.15 Knowledge ........................................................................................................................44

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