AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

by and among

PHOENIX COLOR CORP.,

VISANT CORPORATION,

COYOTE HOLDCO ACQUISITION COMPANY LLC,

Louis LaSorsa

(As Stockholders’ Representative)

AND

THE STOCKHOLDERS NAMED ON THE SIGNATURE PAGES HERETO

Dated as of February 11, 2008

TABLE OF CONTENTS

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INDEX

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AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of February 11, 2008, by and among Visant Corporation, a Delaware corporation (“ Visant ” or “ Parent ”), Coyote Holdco Acquisition Company LLC, a Delaware limited liability company (“ Merger Sub ”), Phoenix Color Corp., a Delaware corporation (“ Phoenix ” or “ Company ”), Louis LaSorsa, as Stockholders’ Representative, and the Stockholders named on the signature pages hereto (as defined below).

WITNESSETH:

WHEREAS, the parties intend that Merger Sub be merged with and into Phoenix, with Phoenix surviving that merger on the terms and subject to the conditions set forth in this Agreement (the “ Merger ”);

WHEREAS, the board of directors of Phoenix has (i) determined that it is in the best interests of Phoenix and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by Phoenix of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger and (iii) resolved to recommend adoption of this Agreement by the stockholders of the Company;

WHEREAS, the board of directors of each of Parent and Merger Sub have approved this Agreement and declared it advisable for Parent and Merger Sub, respectively, to enter into this Agreement; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, holders of a majority of shares of Class A Common Stock, including the Principal Stockholders, have executed, and delivered to Parent, their written consent adopting this Agreement and the transactions contemplated hereby, including the Merger (“ Stockholder Approval ”);

NOW, THEREFORE, in consideration of the foregoing and the respective agreements, covenants, representations, warranties and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Specific Definitions . As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

“ Accounts Payable ” shall mean all current trade payables of Phoenix and its Subsidiaries or the Business as of the Closing arising out of the receipt of goods or services by the Business.

“ Adequate Working Capital ” shall mean $6,829,000.

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“ Affiliate ” shall, as applied to any Person, mean any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person.

“ Aggregate Stockholder Escrow Amount ” shall mean $8,779,320.66, the sum of the Stockholder Escrow Amounts relating to each holder of shares of Phoenix Common Stock.

“ Aggregate Optionholder Escrow Amount ” shall mean $2,220,679.34, the sum of the Optionholders Escrow Amounts relating to each Optionholder.

“ Ancillary Agreements ” shall mean, collectively, the Escrow Agreement, the Restrictive Covenant Agreement, the Consulting Agreement between Phoenix and Louis LaSorsa, the Employment Agreement between Phoenix and John Carbone and the Retention Agreement(s) between Phoenix and the parties thereto, each substantially in the form attached as Exhibits I, II, III, IV and V, respectively, hereto.

“ Books and Records ” shall mean all books, ledgers, files, reports, Tax Returns, plans, records, manuals and other materials (in any form or medium) of, or maintained for, Phoenix or any of its Subsidiaries or the Business, wherever located.

“ Business ” shall mean the marketing, selling, production, printing and finishing of book components and heavily illustrated multi-color books conducted by the Company and its Subsidiaries.

“ Business Contracts ” shall mean all Contracts (other than this Agreement and the Ancillary Agreements) to which Phoenix or any of its Subsidiaries is a party.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City are authorized or obligated by Law or executive order to close.

“ Closing Date Working Capital ” shall mean Working Capital as of immediately prior to the open of business on the Closing Date.

“ Closing Date Working Capital Statement ” shall mean the working capital statement that sets forth the Current Assets and Current Liabilities of Phoenix and its Subsidiaries as of immediately prior to the open of business on the Closing Date, prepared, or caused to be prepared, by Parent in accordance with Section 2.11 hereof and, in the event of an Objection, as adjusted by either the agreement of Phoenix, on the one hand, and Parent, on the other hand, or by the Accounting Firm, acting pursuant to Section 2.11(b).

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“ Contracts ” shall mean all agreements, contracts, leases and subleases, purchase orders, arrangements, commitments and licenses, in each case under which there are existing or future rights or obligations.

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“ Control ” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Credit Agreement ” shall mean the Second Amended and Restated Loan and Security Agreement dated as of December 13, 2006, as the same may be further amended from time to time.

“ Current Assets ” shall mean the list of assets set forth on Schedule I annexed hereto, values of such as determined in accordance with GAAP in effect as of the date hereof consistently applied.

“ Current Liabilities ” shall mean the list of liabilities set forth on Schedule I annexed hereto, values of such as determined in accordance with GAAP in effect as of the date hereof consistently applied.

“ Disclosure Schedule ” shall mean the disclosure schedule delivered by Phoenix to Parent on the date of this Agreement.

“ Employees ” shall mean all employees (including officers) and consultants of Phoenix and its Subsidiaries.

“ Encumbrances ” shall mean any mortgage, pledge, deed of trust, lien (including environmental and Tax liens), hypothecation, security interest, title defect, encumbrance (with respect to real property only), burden (with respect to real property only), charge, or other similar restriction, option, easement (with respect to real property only), encroachment, or other adverse claim.

“ Environmental Claims ” shall mean all accusations, allegations, notices of violation, liens, claims, demands, suits, or causes of action for any damage, including, without limitation, personal injury or property damage, arising out of or related to Environmental Conditions or pursuant to applicable Environmental Laws.

“ Environmental Conditions ” shall mean the presence of Hazardous Substances in the environment (including natural resources, soil, surface water, ground water, any present or potential drinking water supply, subsurface strata or ambient air) relating to or arising out of the Business.

“ Environmental Law ” shall mean all applicable federal, state, and local laws, and all rules or regulations promulgated thereunder, relating to pollution, protection of the environment (including without limitation ambient air, surface water, ground water, land surface, subsurface strata, wildlife, plants, or other natural resources), and/or protection of the health and safety of persons from exposures to Hazardous Substances in the environment, including without limitation (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), (ii) the Toxic Substances Control Act, (iii) the Hazardous Materials Transportation Act, (iv) the Resource Conservation and Recovery Act, (“ RCRA ”), (v) the Clean

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Water Act, (vi) the Safe Drinking Water Act, (vii) the Clean Air Act, (viii) the Occupational Safety and Health Act, (ix) the Federal Insecticide, Fungicide, Rodenticide Act, (x) the Atomic Energy Act, and (xi) the Emergency Planning and Community Right-to-Know Act.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.

“ ESBOP ” shall mean the Phoenix Color Corp. Employees’ Stock Bonus and Ownership Plan, as amended and restated generally effective January 1, 2007.

“ Escrow Account ” shall mean an account or accounts designated by the Escrow Agent not less than two (2) Business Days prior to Closing and in which account the Aggregate Stockholder Escrow Amount and the Aggregate Optionholder Escrow Amount shall be deposited.

“ Escrow Agent ” shall mean Wells Fargo Bank, N.A., a national banking association.

“ Escrow Agreement ” shall mean the escrow agreement, in the form attached as Exhibit I hereto, to be entered into concurrently with Closing by and among the Stockholders’ Representative, Parent and the Escrow Agent, whereby the Parent will deposit the amounts described in Section 2.8(b) and 2.10(a) in escrow to meet the indemnification and other obligations of the stockholders of the Company under this Agreement.

“ GAAP ” shall mean United States generally accepted accounting principles in effect from time to time, except where GAAP is identified herein as of a certain date.

“ Governmental Authorizations ” shall mean all written licenses, permits, certificates and other authorizations and approvals that are issued by or obtained from a Governmental Entity.

“ Gross Purchase Price ” shall mean $219.0 million.

“ Hazardous Substance ” shall mean all pollutants, contaminants, chemicals, wastes, and any other infectious, carcinogenic, ignitable, corrosive, reactive, toxic or otherwise hazardous substances or materials (whether solids, liquids or gases) subject to regulation, control or remediation under applicable Environmental Laws.

“ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indebtedness ” shall mean, with respect to any Person, (a) all Liabilities of such Person for borrowed money, whether contingent, current or funded, secured or unsecured, (b) all Liabilities of such Person for the deferred purchase price of property or services, (c) all Liabilities of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement

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with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Liabilities of such Person as lessee under leases that have been or are required to be, in accordance with GAAP as of the date hereof, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person under bankers’ acceptance, letter of credit or similar facilities, (g) any other amounts required to be considered as indebtedness for purposes of GAAP as of the date hereof, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed in any manner by such Person, and (i) all Indebtedness referred to in clauses (a) through (g) above secured by any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; provided , that clauses (a) through (i) shall include all accrued interest, premiums and penalties upon prepayment of such outstanding Indebtedness; provided , further, that for the avoidance of doubt, Ordinary Course Accounts Payable shall not be considered Indebtedness.

“ Intellectual Property ” shall mean all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names and other indicia of origin, all applications and registrations for the foregoing and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs and customer lists (collectively, “ Trade Secrets ”); (iv) published and unpublished works of authorship, whether copyrightable or not (including, without limitation, software, databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions therefor; and (v) all other intellectual property or proprietary rights.

“ Intellectual Property Contracts ” shall mean all agreements concerning Intellectual Property to which Phoenix or any of its Subsidiaries is a party, including Contracts granting Phoenix or any of its Subsidiaries rights to use the Licensed Intellectual Property, non-assertion agreements, settlement agreements, agreements granting rights to use Intellectual Property Related to the Business, trademark coexistence agreements and trademark consent agreements Related to the Business but not including licenses for commercial “off-the-shelf” or “shrink wrap” software that has not been modified or customized in any way for Phoenix or any of its Subsidiaries.

“ IRS ” shall mean the Internal Revenue Service of the United States.

“ ISRA ” shall mean the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et seq .), including all administrative rules and regulations (N.J.A.C. ch. 7:26B) promulgated pursuant thereto.

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“ IT Assets ” shall mean all computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, all other information technology equipment and all associated documentation of or used by Phoenix and its Subsidiaries.

“ Knowledge ” shall mean the actual knowledge, after reasonable inquiry, of Louis LaSorsa, Edward Lieberman and John Carbone and Brian Keck (but only with respect to Sections 4.6, 4.7, 4.20, 4.26, 4.27 and 4.28 and Guy Bonner (but only with respect to Sections 4.10, 4.11, 4.12 and 4.21).

“ Law ” shall mean any applicable federal, foreign, national, provincial, supranational, state, local or similar statute, law (including common law), ordinance, regulation, rule, code, order, requirement or rule of law, in each case, of any Governmental Entity.

“ Liabilities ” shall mean any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort, based on negligence or strict liability) and whether or not the same would be as required by GAAP as of the date hereof to be accrued on financial statements or disclosed in the notes thereto.

“ Licensed Intellectual Property ” shall mean Intellectual Property that Phoenix or any of its Subsidiaries is licensed or otherwise permitted by other Persons to use.

“ Material Adverse Effect ” shall mean any change or effect that is materially adverse to the business, assets, Liabilities, condition (financial or otherwise) or results of operations of Phoenix and its Subsidiaries or the Business in each case, on a consolidated basis; provided , however , that none of the following, in and of itself or themselves, shall constitute a Material Adverse Effect: (i) changes that are the result of factors generally affecting the industry in which Phoenix and its Subsidiaries operate, (ii) changes in general U.S. political or economic conditions or financial or capital markets, or (iii) changes in GAAP or in Laws of general applicability or in interpretations thereof by courts or other Governmental Entities, in each case, after the date hereof, provided , that with respect to clauses (i), (ii), and (iii) above such changes do not disproportionately adversely affect in a material manner Phoenix or any of its Subsidiaries or the Business, in each case on a consolidated basis, compared to other companies operating in the industries in which Phoenix and its Subsidiaries operate.

“ Non-Plan Shares ” shall mean Shares that are held directly by Stockholders, rather than Shares beneficially owned by Stockholders through the ESBOP.

“ Notes ” shall mean the 13% Senior Subordinated Notes due 2009.

“ Optionholder Escrow Amount ” shall mean, with respect to each Optionholder, the amount set forth next to such Optionholder’s name on Schedule IV under the column “Optionholder Escrow Amount”.

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“ Order ” shall mean any written order, writ, judgment, injunction, subpoena, indictment, demand, decree, stipulation, determination or award entered by or with any Governmental Entity.

“ Ordinary Course ” shall mean the conduct of the Business in accordance with Phoenix’s and its Subsidiaries’ normal day-to-day customs, practices and procedures.

“ Permitted Encumbrances ” shall mean:

(a) statutory Encumbrances for Taxes of Phoenix and its Subsidiaries not yet due and payable or which are being contested in good faith through the appropriate proceedings, and special assessments or other governmental charges not yet due and payable or which are being contested in good faith through the appropriate proceedings;

(b) mechanics’, materialmen’s, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the Ordinary Course;

(c) with respect to real property, zoning, building and other land use regulations imposed by any Governmental Entity having jurisdiction over any Real Property or Leased Real Property which are not violated in any material respect by the current use and operation thereof and do not impair in any material respect the current use and operation thereof;

(d) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, pension or other similar programs mandated under applicable Law;

(e) other minor imperfections of title or Encumbrances, if any, that individually or in the aggregate, do not materially impair the continued use and operation of any assets to which they relate;

(f) any Encumbrance that is created by Parent or any of its Affiliates as of or immediately following Closing; and

(g) any restrictions relating to the resale of the securities of Phoenix or its Subsidiaries under applicable securities laws.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental or regulatory body or other entity.

“ Personal Property ” shall mean all of the tangible personal property owned or leased by Phoenix or any of its Subsidiaries, including those items set forth on the fixed asset registers set forth in Section 4.11 of the Disclosure Schedule.

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“ Phoenix Indebtedness ” shall mean all Indebtedness of Phoenix or its Subsidiaries.

“ Phoenix Required Approvals ” shall mean all consents, approvals, waivers, authorizations, notices and filings that are required to be set forth in Section 4.5 of the Disclosure Schedule.

“ Phoenix Trademarks ” shall mean the trade names, service marks or trademarks owned or licensed by Phoenix or any of its Subsidiaries.

“ Principal Stockholders ” shall mean, collectively, Louis LaSorsa, Edward Lieberman, John Biancolli, John Carbone and Bruno Jung.

“ Purchase Price ” shall mean the Gross Purchase Price, as adjusted pursuant to Section 2.11(a)(i), less (A) Indebtedness of Phoenix and its Subsidiaries as of Closing and (B) less any liabilities of Phoenix or any of its Subsidiaries, whether absolute, accrued, contingent or otherwise, payable on or after Closing (i) triggered in whole or in part by the transactions contemplated hereby in connection with or arising out of the employment or employment contracts of any of Phoenix’s or its Subsidiaries’ officers, directors or employees, including, without limitation, any transaction or retention bonuses payable to such persons or any other employees of Phoenix or its Subsidiaries (the “ CIC Payments ”); provided , that in the event any portion of any CIC Payment is forfeited pursuant to the terms of the agreement giving rise to such payment, the portion of the CIC Payment so forfeited shall be promptly paid (but in no event later than the second Business Day after the date of such forfeiture) to the Stockholder’s Representative for the immediate distribution thereof to (a) the Plan Trustee for distribution to all Stockholders who hold Shares through the ESBOP (in respect of such Shares) and (b) to all Stockholders who hold Non-Plan Shares (in respect of the Non-Plan Shares) and Optionholders (in respect of Shares underlying such Options); provided , that all reasonable and actual costs and third party expenses incurred by the Stockholders’ Representative in connection therewith shall be withheld by the Stockholders’ Representative from the funds to be distributed to Stockholders and Optionholders, (ii) triggered in whole or in part by the transactions contemplated hereby, relating to or arising out of the ESBOP or any other Benefit Plan (other than the Share Consideration payable hereunder including without limitation, the Share Consideration payable in respect of Restricted Stock or the Option Settlement Amount payable in respect of the Options), (iii) under or pursuant to the SERP and (iv) costs and expenses incurred by the Company or any of its Subsidiaries but unpaid prior to the Closing, including but not limited to fees and expenses of the Company’s legal and financial advisors, broker fees, fees and expenses of ESBOP’s trustee (unless paid by the ESBOP), fees, expenses and penalties incurred by the Company in connection with, and all interest relating to, the Debt Offer, the Solicitation, the Redemption, and the discharge of all Indebtedness of Phoenix and its Subsidiaries, and fees paid in obtaining any valuation or fairness opinion with respect to the transactions contemplated by this Agreement, in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (unless paid by the ESBOP). The calculation of the Purchase Price is as set forth on Schedule II annexed hereto.

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“ Rebates ” shall mean all credits (whether paid in cash or otherwise) for fees, discounts, rights of offset and credits of all kinds given to Phoenix or any of its Subsidiaries by its vendors or suppliers.

“ Refunds ” shall mean all credits (whether paid in cash or otherwise) for refunds, discounts, rights of offset and credits of all kinds given to Phoenix or any of its Subsidiaries by its vendors or suppliers.

“ Registered ” shall mean issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity or Internet domain name registrar.

“ Related to the Business ” shall mean necessary for, primarily related to, or primarily used in connection with, the Business.

“ Restrictive Covenant Agreement ” shall mean such agreement substantially in the form attached as Exhibit II, entered into between and among each of the Principal Stockholders and other Persons set forth on Schedule III annexed hereto, Phoenix and Parent at the time of Closing.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ SERP ” shall mean the Phoenix Color Corp. Supplemental Employee Retirement Plans, as amended.

“ Stockholders ” shall mean, collectively, all the holders of Phoenix Common Stock (including participants in the ESBOP) and all Optionholders as of the date hereof.

“ Stockholders’ Representative ” shall mean Louis LaSorsa or any replacement identified in a notice from Mr. LaSorsa and such successor representative and delivered to the Parent in accordance with Section 10.17 hereof.

“ Stockholder Escrow Amount ” shall mean, with respect to each Stockholder of Phoenix Common Stock who holds Non-Plan Shares, the amount set forth next to such Stockholder’s name on Schedule IV under the column “Stockholder Escrow Amount”.

“ Subsidiary ” shall mean, as to any Person, any Person (i) of which such Person directly or indirectly owns securities or other equity interests representing more than 50% of the aggregate voting power, (ii) of which a Person possesses the power to elect a majority of the board of directors or Persons holding similar positions or performing similar functions or (iii) which such Person Controls directly or indirectly through one or more intermediaries.

“ Tax Returns ” shall mean, as to any Person, all federal, state, local or foreign Tax returns, Tax or information reports, declarations of estimated Tax and other forms, including consolidated federal income Tax returns of such Person and the entities consolidated with such Person (in each case, including any related or supporting information) filed or required to be filed with respect to any taxing authority with respect to Taxes, including any schedules, attachments or amendments thereto and including amended returns.

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“ Taxes ” shall mean all taxes, customs, duties, charges, fees, levies, penalties or other assessments of any kind whatsoever, in each case imposed by any federal, state, local or foreign taxing authority, including income, excise, property, sales, use (or any similar taxes), transfer, franchise, payroll, withholding, social security business license fees, alternative minimum or other taxes, including any interest, penalties or additions attributable thereto.

“ Working Capital ” shall mean (x) the Current Assets minus (y) the Current Liabilities.

Section 1.2 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning indicated throughout this Agreement.

Section 1.3 Other Definitional Provisions . Unless the express context otherwise requires:

(a) The words “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) Terms defined in the singular shall have comparable meaning when used in the plural, and vice versa, except where such terms are separately defined.

(c) The terms “dollars” and “$” shall mean United States Dollars.

(d) References herein to a specific Annex, Exhibit or Section shall refer, respectively, to Annexes, Exhibits or Sections of this Agreement.

(e) Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(f) References herein to any gender include each other gender.

ARTICLE II

THE MERGER; CONVERSION OF SHARES

Section 2.1 The Merger . At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “ DGCL ”), Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and shall succeed to and assume the rights and obligations of Merger Sub in accordance with the DGCL.

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Section 2.2 Time and Place of Closing . Upon the terms and subject to the conditions contained in this Agreement, the closing of the Merger and other transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. New York City time no later than the third Business Day following the date on which all of the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place or time as the Parent and Company mutually may agree in writing. The date on which the Closing actually occurs is referred to as the “ Closing Date ”.

Section 2.3 Effective Time . On the Closing Date, the Company and Merger Sub shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL (such time as the Merger becomes effective is referred to herein as the “ Effective Time ”).

Section 2.4 Effects of the Merger . The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

Section 2.5 Charter and Bylaws of the Surviving Corporation .

(a) At the Effective Time, and without any further action on the part of the Company or Merger Sub, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

(b) At the Effective Time, the bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof, hereof and of applicable Law.

Section 2.6 Directors and Officers . The directors of Phoenix shall resign and the directors of Merger Sub as of immediately prior to the Effective Time shall be elected as the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. The officers of Phoenix shall resign and the officers of Merger Sub as of immediately prior to the Effective Time shall be appointed as the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

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Section 2.7 Conversion of Securities . At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

(a) Each share of Class A Common Stock, par value $0.01 per share, of the Company (the “ Class A Common Stock ”) and Class B Common Stock, par value $0.01 per share, of the Company (the “ Class B Common Stock ” and together with the Class A Common Stock, the “ Phoenix Common Stock ”) issued and outstanding immediately prior to the Effective Time, other than any shares of Class A Common Stock (“ Class A Shares ”) or shares of Class B Common Stock (“ Class B Shares ” and together with the Class A Shares, the “ Shares ”) to be cancelled or excluded pursuant to Section 2.7(b) and any Dissenting Shares, shall be converted into the right to receive the consideration payable to the holder thereof in accordance with Section 2.8 below, without interest, upon surrender of such shares in the manner provided in Section 2.9, less any required withholding taxes (the “ Share Consideration ”).

(b) Each Share held in the treasury of the Company and each Share owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time (such shares, the “ Cancelled Shares ”)shall be cancelled and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto. Each Share that is owned by any wholly owned Subsidiary of Parent (other than Merger Sub) or wholly owned Subsidiary of the Company (such Shares, the “ Excluded Shares ”) shall remain outstanding and no consideration shall be delivered in exchange therefore.

(c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

(d) Except as set forth in Sections 2.7(b) and (c) and Section 2.13, (i) at the Effective Time, all Shares (including Restricted Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and (ii) the holders of certificates (the “ Certificates ”) which immediately prior to the Effective Time represented such Shares (including Restricted Shares) shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificates in accordance with Section 2.8, the Share Consideration.

Section 2.8 Share Consideration.

(a) At Closing, Parent shall pay by wire transfer of immediately available funds to an account or accounts designated by the Stockholders’ Representative at least two (2) Business Days prior to the Closing Date, an amount equal to (X) the product of the number of Shares multiplied by the Purchase Price Per Share less (Y) the Aggregate Stockholder Escrow Amount (the “ Aggregate Share Consideration ”).

(b) Concurrently with the payment described in clause (a) above, Parent shall deposit the Aggregate Stockholder Escrow Amount in the Escrow Account, with such amount to be distributed subject to and in accordance with the Escrow Agreement. The Stockholders

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holding a majority of the outstanding Non-Plan Shares immediately prior to the Effective Time shall have the power to approve all actions under the Escrow Agreement on behalf of all Stockholders holding Non-Plan Shares immediately prior to the Effective Time, and grant the Stockholders’ Representative such power to approve all actions under the Escrow Agreement. All reasonable and actual costs and third party expenses incurred by the Stockholders’ Representative in connection therewith shall be withheld by the Stockholders’ Representative from the release of any funds from the Escrow Account to Stockholders and Optionholders in the proportions set forth on Schedule IV annexed hereto.

(c) The Aggregate Share Consideration shall be distributed by the Stockholders’ Representative to each person, in the manner described in Section 2.9, who immediately before the Effective Time was a holder of Phoenix Common Stock in proportion to the number of shares of Phoenix Common Stock held by such stockholder immediately prior to the Effective Time.

(d) The Purchase Price shall be subject to adjustment to the extent of the Purchase Price Adjustment Amount as provided in Section 2.11(c) and the indemnification obligations of the Stockholders, in each case after the Effective Time. The Stockholders holding a majority of the outstanding Non-Plan Shares immediately prior to the Effective Time shall have the power to approve all actions with respect to the Purchase Price Adjustment Amount as provided in Section 2.11 and the indemnification obligations of the Stockholders on behalf of all Stockholders holding Non-Plan Shares immediately prior to the Effective Time, and grant the Stockholders’ Representative such power to approve all actions with respect to the Purchase Price Adjustment Amount as provided in Section 2.11 and the indemnification obligations of the Stockholders. All reasonable and actual costs and third party expenses incurred by the Stockholders’ Representative in connection therewith shall be borne by all Stockholders holding Non-Plan Shares immediately prior to the Effective Time on a pro rata basis.

(e) The payment by Parent of the Aggregate Share Consideration into the bank account designated by Stockholders’ Representative in accordance with this Section 2.8 shall constitute payment by Parent to each person who immediately before the Effective Time was a holder of Phoenix Common Stock and satisfaction of Parent’s obligation to pay such amounts hereunder. After such payment by Parent, Stockholders’ Representative shall be solely responsible for allocating and distributing to each stockholder such stockholder’s respective share of the Purchase Price from the bank account(s) designated by Stockholders’ Representative in accordance with this Section 2.8.

Section 2.9 Surrender of Shares .

(a) Each holder of shares of Phoenix Common Stock whose Shares have been converted into the right to receive the Share Consideration will be entitled to receive, upon surrender to the Stockholders’ Representative of Certificates together with a properly completed letter of transmittal, the Share Consideration for each share of Phoenix Common Stock represented by such Certificate, in the manner set forth in Section 2.9(b). Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive such Share Consideration.

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(b) No later than five (5) Business Days prior to the date on which the Closing is scheduled to occur, the Company shall send to each holder of Phoenix Common Stock a letter of transmittal for use in exchanging such Shares for the Share Consideration. Upon surrender to the Stockholders’ Representative of a Certificate together with the letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to Share Consideration, calculated in the manner described in Section 2.8(c), for each Share formerly represented by such Certificate. If any portion of the Share Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Stockholders’ Representative any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Stockholders’ Representative that such tax has been paid or is not payable.

(c) The Plan Trustee will be entitled to receive, upon surrender to the Stockholders’ Representative of Certificates representing all of the Shares held through the ESBOP by Plan Participants, an amount in cash equal to the Share Consideration in respect of all such Shares for distribution of such Share Consideration to the Plan Participants in accordance with the terms of the ESBOP.

(d) At any time following the date that is twelve months after the Effective Time, the Surviving Corporation shall be entitled to require the Stockholders’ Representative to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Stockholders’ Representative and which have not been disbursed to holders of Certificates and thereafter such holders shall be entitled to look solely to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Share Consideration (without interest) upon due surrender of their Certificates.

(e) Notwithstanding anything in this Agreement to the contrary, Parent, Surviving Corporation and the Stockholders’ Representative shall be entitled to deduct and withhold from the consideration otherwise payable to any former holder of Phoenix Common Stock pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable Tax laws. To the extent that amounts are so properly withheld by Parent, the Surviving Corporation or the Stockholders’ Representative, as the case may be, and are paid over to the appropriate Governmental Entity in accordance with applicable law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Phoenix Common Stock in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Stockholders’ Representative, as the case may be.

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(f) All cash paid upon the surrender of Certificates in accordance with the terms of this Section 2.9 shall be deemed to have been in full satisfaction of all rights pertaining to the Shares previously represented by such Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. Subject to Section 2.9(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.9.

(g) None of Parent, Merger Sub, the Stockholders’ Representative or the Company shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any successful claim that may be made against it with respect to such Certificate, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Share Consideration to which such holder would be entitled pursuant to Section 2.8.

Section 2.10 Treatment of Options and Restricted Shares .

(a) Unless otherwise agreed, upon occurrence of the Effective Time, each holder (an “ Optionholder ”) of an outstanding option to acquire shares of Phoenix Common Stock (each, an “ Option ”), whether or not then vested or exercisable, that is outstanding immediately prior to the Effective Time, will be entitled to receive in settlement thereof a cash payment from the Surviving Corporation in an amount equal to the product of (x) the excess, if any, of the Purchase Price Per Share over the applicable exercise price per share of Phoenix Common Stock subject to such Option, and (y) the number of shares of Phoenix Common Stock for which such Option shall not theretofore have been exercised (any such amounts paid, the “ Option Settlement Amount ”), less the Optionholders Escrow Amount. For purposes of this Agreement, the “ Purchase Price Per Share ” shall be an amount equal to (i) the sum of the Purchase Price and the aggregate exercise price per share of all Options divided by (ii) the sum of (x) the number of Shares outstanding immediately prior to the Closing and (y) the number of Shares underlying Options (the sum of (x) and (y), the “ Share Number ”). The Surviving Corporation shall pay the Optionholders, upon cancellation of all such Options, the cash payments described in this Section 2.10(a) by the second Business Day after the Closing Date, or such later time as the Surviving Corporation and the Optionholders may mutually agree. Concurrently with the payment to the Optionholders of the amount described in the previous sentence, Surviving Corporation shall deposit the Aggregate Optionholder Escrow Amount in the Escrow Account, with such amount to be distributed subject to and in accordance with the Escrow Agreement. The Stockholders holding a majority of the outstanding Non-Plan Shares immediately prior to the Effective Time shall have the power to approve all actions under the

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Escrow Agreement on behalf of all Stockholders, and grant the Stockholders’ Representative such power to approve all actions under the Escrow Agreement. All reasonable and actual costs and third party expenses incurred by the Stockholders’ Representative in connection therewith shall be withheld by the Stockholders’ Representative from the release of the any funds from the Escrow Account to Stockholders and Optionholders in the proportions set forth on Schedule IV annexed hereto.

(b) Immediately prior to the Effective Time, except as separately agreed by Parent and the holder thereof, each award of restricted Phoenix Common Stock (the “ Restricted Shares ”) and any accrued stock dividends shall vest in full, be converted into the right to receive the consideration as provided in Section 2.8 and be subject to Section 2.9. The Surviving Corporation shall vest and pay all cash dividends accrued on such Restricted Shares, along with the consideration payable with respect to Restricted Shares under Section 2.8, to the holders thereof by the second Business Day after the Closing Date.

(c) The parties hereto agree that, for U.S. federal income tax purposes, the cancellation of the Options and conversion of the Restricted Shares pursuant to Sections 2.10(a) and (b) above that take place on the Closing Date in connection with this Agreement, shall occur immediately after the Closing Date. Consistent with the “next day rule” of Treas. Reg. § 1.1502-76(b)(1)(ii)(B), such cancellations and conversions shall for all federal income Tax purposes be treated as occurring at the beginning of the day following the Closing Date. The parties agree not to take any position for U.S. federal income tax purposes that is inconsistent with this Section 2.10(c) unless required to do so as a result of a final determination under Section 1313 of the Code or similar provision under applicable Law.

(d) Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Section 2.10 to any Optionholder or holder of Restricted Shares such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state or local Law, and the Surviving Corporation shall make any required filings with and payments to tax authorities relating to any such payment, deduction or withholding. To the extent that amounts are so deducted and withheld by Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Optionholder or holder of Restricted Shares in respect of which such deduction and withholding was made by the Surviving Corporation.

(e) The board of directors of Phoenix (or the appropriate committee thereof) shall take the actions necessary to effectuate the foregoing provisions of this Section 2.10.

(f) The provisions of this Section 2.10 are for the sole benefit of the parties to this Agreement, and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any Person (including for the avoidance of doubt any current or former employees, directors, or independent contractors of any of Phoenix or any of its Subsidiaries, Parent or any of its Subsidiaries, or on or after the Effective Time, the Surviving Corporation or any of its Subsidiaries except in their capacity as Stockholders or Optionholders), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for in this Section 2.10) under or by reason of any provision of this Agreement.

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Section 2.11 Working Capital Adjustment .

(a)

(i) No later than two (2) Business Days prior to the Closing Date, Phoenix shall deliver to Parent a statement setting forth its good faith estimate of Working Capital as of the Closing (the “ Working Capital Estimate ”), together with a reasonably detailed worksheet setting forth the calculation of the Working Capital Estimate and an estimate of the amount (if any) by which the Working Capital Estimate will exceed (or be less than) the Adequate Working Capital. Parent and Phoenix agree that the statements contemplated by this Section 2.11 are solely intended to show the Closing Date Working Capital and thereby determine the difference between the Adequate Working Capital and Closing Date Working Capital, if any. The Working Capital Estimate and the Closing Date Working Capital Statement shall be prepared in accordance with this Section 2.11 and the definitions of Current Assets and Current Liabilities. If the Working Capital Estimate exceeds the Adequate Working Capital as of the Closing Date, the Purchase Price shall be increased by the amount of such difference. If the Working Capital Estimate is less than the Adequate Working Capital as of the Closing Date, the Purchase Price shall be reduced by the amount of such difference.

(ii) Within 90 calendar days after the Closing Date, Parent shall deliver to Stockholders’ Representative the Closing Date Working Capital Statement showing in reasonable detail Parent’s calculation of the Closing Date Working Capital. Stockholders’ Representative (and its independent accountant) shall be afforded the opportunity to review the Books and Records, accounts and calculations used in the preparation of the Closing Date Working Capital Statement. If Stockholders’ Representative does not object in writing to Parent’s determination of the Closing Date Working Capital, which objection must set forth a specific description of the basis of Stockholders’ Representative’s objection, the adjustment which Stockholders’ Representative believes should be made to the Closing Date Working Capital Statement and a detailed description of the calculation made in determining any such adjustment (an “ Objection ”), within 30 calendar days after Parent delivers the Closing Date Working Capital Statement to Stockholders’ Representative (the “ Working Capital Objection Period ”), then the Closing Date Working Capital calculation as set forth on the Closing Date Working Capital Statement delivered by Parent shall be deemed to be final and binding upon the Stockholders and Parent and the provisions of Section 2.11(c) shall apply; provided , that if Stockholders’ Representative validly delivers an Objection during the Working Capital Objection Period, then Section 2.11(b) shall apply with respect to such disputed Closing Date Working Capital calculation.

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(b) In the event that Stockholders’ Representative delivers an Objection within the Working Capital Objection Period, Stockholders’ Representative and Parent shall reasonably cooperate to resolve such dispute, but if they are unable to reach a resolution within 45 calendar days after Stockholders’ Representative validly delivers an Objection, Stockholders’ Representative and Parent shall submit such dispute to one of the accounting firms set forth on Schedule V annexed hereto (the “ Accounting Firm ”) for resolution. To the extent permitted by Law and except as would not result in a breach of attorney-client privilege or similar privilege, or violate any confidentiality or similar agreement to which Stockholders’ Representative or Parent are a party, Stockholders’ Representative and Parent shall submit to the Accounting Firm all information requested by the Accounting Firm and shall make any records relating to or bearing upon such dispute available to the other party and to the Accounting Firm. Stockholders’ Representative and Parent shall further instruct the Accounting Firm to render its decision within 30 calendar days after the Accounting Firm has received the information so requested and shall reasonably cooperate with the Accounting Firm and each other to enable the Accounting Firm to render the decision within such period. The Accounting Firm shall, after the submission of the evidentiary materials, submit its written decision on each Objection to Stockholders’ Representative and Parent. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the Closing Date Working Capital as set forth on the Closing Date Working Capital Statement was prepared in accordance with this Section 2.11 and the definitions of Current Assets and Current Liabilities and whether there were errors of fact or mathematical errors in the Closing Date Working Capital Statement. The Accounting Firm shall render a written report as to the resolution of the dispute and the resulting computation of the Closing Date Working Capital. In resolving any Objection, the Accounting Firm (x) shall comply with the provisions of this Section 2.11 and (y) may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Any determination by the Accounting Firm with respect to any Objection shall be final, binding and conclusive on each party to this Agreement and the Stockholders. The fees and expenses of the Accounting Firm shall be shared equally by Parent and the Principal Stockholders. Nothing in this Agreement shall require that any matter other than disputes under this Section 2.11(b) be resolved by the procedure described above. The dispute resolution under this Section 2.11(b) shall be in substitution for and precludes the bringing of any proceeding in any court in connection with any Objection made by Stockholders’ Representative and Parent pursuant to this Section 2.11(b).

(c) Upon the later of acceptance of the Closing Date Working Capital Statement or the resolution of Objections thereto, Stockholders’ Representative and the Parent shall determine the amount (the “ Purchase Price Adjustment Amount ”) by which the Closing Date Working Capital differs from the Working Capital Estimate. If the Closing Date Working Capital exceeds the Working Capital Estimate, Parent shall pay to the Stockholders’ Representative an amount equal to the Purchase Price Adjustment Amount no later than three (3) Business Days after the determination of such Purchase Price Adjustment Amount. The Stockholders’ Representative shall immediately distribute any amount received pursuant to this Section 2.11 to (i) the Plan Trustee for distribution to all Stockholders who hold Shares through the ESBOP (in respect of such Shares) and (ii) to all Stockholders who hold Non-Plan Shares

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(in respect of the Non-Plan Shares) and Optionholders (in respect of the Shares underlying the Options) on a pro rata basis. All reasonable and actual costs and third party expenses incurred by the Stockholders’ Representative in connection with this Section 2.11 shall be withheld by the Stockholders’ Representative from the release of any funds to be distributed to Stockholders (including in respect of Shares held through the ESBOP) and Optionholders. If the Working Capital Estimate exceeds the Closing Date Working Capital, Stockholders’ Representative shall pay to the Parent an amount equal to the Purchase Price Adjustment Amount no later than three (3) Business Days after the determination of such Purchase Price Adjustment Amount. To the extent funds are available in the Escrow Account, any amount payable to the Parent under this Section 2.11(c) shall be paid to Parent from the Escrow Account in accordance with the Escrow Agreement. Any Purchase Price Adjustment Amount payment shall be treated for all Tax purposes as an adjustment to the Purchase Price. Each party shall bear its own expenses incurred in connection with the preparation, review and resolution of the Closing Date Working Capital Statement.

Section 2.12 Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a Person , including for such purpose the ESBOP but none of the individual participants therein (a “ Dissenting Stockholder ”) who has not voted in favor of or consented to the adoption of this Agreement and has complied with all the applicable provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“ Dissenting Shares ”) shall not be converted into the right to receive the Share Consideration as described in Section 2.8, but shall be converted to the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Share Consideration for each such Share in accordance with the provisions of this Agreement. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent prompt notice of any demands for appraisal of Shares received by the Company, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent the opportunity to participate in all negotiations and proceedings with respect thereto. The Company shall not, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDERS

Each Principal Stockholder represents and warrants to Parent as to itself as follows:

Section 3.1 Capacity; Authority of Principal Stockholders .

Each such Principal Stockholder has the requisite power, capacity and authority to, and has taken all action necessary to, execute and deliver this Agreement and the Ancillary Agreements to which such Principal Stockholder is (or will be) a party, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations contained herein and therein, and no other proceedings on the part of any such Principal Stockholder are (or will be) necessary to authorize the execution, delivery and performance of this Agreement or any such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Principal Stockholder and is a valid and binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity. Each of the Ancillary Agreements to which any Principal Stockholder is (or will be) a party has been (or will be) duly executed and delivered by such Principal Stockholder and is (or will be when duly authorized, executed and delivered) a valid and binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity.

Section 3.2 Consents; Non-Contravention .

No consent, approval, waiver, authorization, notice or filing is required to be obtained by such Principal Stockholder, or to be given by such Principal Stockholder to, or made by such Principal Stockholder with, any Governmental Entity, in connection with the execution, delivery and performance by such Principal Stockholder of this Agreement and each of the Ancillary Agreements (or the transactions contemplated hereby and thereby) and the consummation of the transactions contemplated hereby and thereby, except for under the HSR Act. The execution, delivery and performance by such Principal Stockholder of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not constitute or result in, if such Principal Stockholder is not an individual, a breach or violation of any provision of the certificate of incorporation, bylaws or other organizational documents of such Principal Stockholder, or result in the creation of any Encumbrance upon the shares of Phoenix Common Shares held by such Principal Stockholder.

Section 3.3 Ownership of Phoenix Common Shares . Such Principal Stockholder is the owner of record of all the Shares held by it. The Phoenix Common Shares are held by such Principal Stockholder free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws and there exist no facts or circumstances that in an way impede, prohibit or restrict the ability of such Principal Stockholder to carry out its obligations under the Lock-up Agreement.

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ARTICLE IV

JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL

STOCKHOLDERS AND PHOENIX

Each of the Principal Stockholders, jointly and severally, and Phoenix represents and warrants to Parent as follows, except as otherwise set forth in the Disclosure Schedule delivered by Phoenix and the Principal Stockholders to the Parent prior to the date hereof, a copy of which is attached hereto, which contains schedules numbered to correspond to various sections of this Article IV and which sets forth certain exceptions to the representations and warranties contained in this Article IV and certain other information called for by this Agreement. Unless otherwise specified, (1) each reference in this Agreement to any numbered schedule is a reference to that numbered section of the Disclosure Schedule and (2) no disclosure made in any particular numbered section of the Disclosure Schedule shall be deemed made in any other numbered section of the Disclosure Schedule unless expressly made therein (by cross-reference or otherwise) or unless, and only to the extent that, it is apparent on the face of such disclosure that such disclosure contains information that also modifies another representation and warranty therein:

Section 4.1 Organization, Standing and Qualification of Phoenix; Authority .

(a) Phoenix is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Phoenix has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted, and is duly qualified or licensed as a foreign corporation to do business and is in good standing in each jurisdiction in which its assets and properties are owned, leased or operated by it or the nature of the business conducted by it makes or would make such qualification necessary or desirable, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Section 4.1 of the Disclosure Schedule accurately sets forth all jurisdictions in which Phoenix is duly qualified to do business. Phoenix has made available to Parent complete and accurate copies of the certificate of incorporation and bylaws of Phoenix, as currently in effect.

(b) Phoenix has all requisite corporate power, capacity and authority and has taken all corporate action necessary in order to execute, deliver and perform this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions hereby and thereby. The execution, delivery and performance by Phoenix of this Agreement and the Ancillary Agreements have been duly and validly authorized and, other than the approval of the Board of Directors of Phoenix and the affirmative vote of the holders of a majority of Class A Common Stock (each of which has been obtained as of the date hereof), no additional corporate or stockholder or other authorization or consent is required in connection with the execution, delivery and performance by Phoenix of this Agreement or the Ancillary Agreements. Assuming due authorization, execution and delivery by Parent, this Agreement constitutes, and when executed and delivered by Phoenix the Ancillary Agreements will constitute, the valid and legally binding obligation of Phoenix, enforceable against Phoenix in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

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Section 4.2 Subsidiaries .

(a) Section 4.2(a) of the Disclosure Schedule sets forth a true and complete list of the Subsidiaries of Phoenix and sets forth with respect to each such Subsidiary, the jurisdiction of incorporation or formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock.

(b) Neither Phoenix, except with respect to its Subsidiaries, nor any of its Subsidiaries directly or indirectly owns or has the right or obligation to acquire any equity interest in any other corporation, partnership, limited liability company, joint venture, trust or other business organization.

(c) Each Subsidiary of Phoenix is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, and each such Subsidiary has all requisite corporate or similar power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted, and is duly qualified or licensed as a foreign corporation or other legal entity to do business and is in good standing in each jurisdiction in which its assets and properties are owned, leased or operated by it or the nature of the business conducted by it makes or would make such qualification necessary or desirable, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 4.2(c) of the Disclosure Schedule accurately sets forth all jurisdictions in which the Subsidiaries are duly qualified, registered or licensed to do business.

(d) Phoenix has made available to Parent complete and accurate copies of the certificate of incorporation, bylaws, or such comparable governing documents of each of its Subsidiaries, each as currently in effect.

(e) Except as set forth in Section 4.2(e) of the Disclosure Schedule, all of the outstanding capital stock of Phoenix’s Subsidiaries is owned beneficially and of record by Phoenix and/or its Subsidiary, free and clear of any Encumbrances (other than Permitted Encumbrances) and all outstanding shares of capital stock of such Subsidiaries are duly authorized, validly issued, fully paid and nonassessable.

Section 4.3 Capitalization . As of the date hereof, the authorized capital stock of Phoenix consists of 20,000 shares of Class A Stock and 200,000 shares of Class B Stock, of which 12,208 shares of Class A Common Stock and 7,794 shares of Class B Common Stock are the only Phoenix Common Stock issued and outstanding and which are held by the holders thereof free and clear of any Encumbrances except for transfer restrictions under securities Laws and as set forth in Section 4.3 (b) of the Disclosure Schedule. There are no other shares of capital stock of Phoenix issued or outstanding. Section 4.3(a) of the Disclosure Schedule sets forth a complete and accurate stock ledger of Phoenix, reflecting all of the Stockholders and the

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number of shares of Common Stock held of record by each Stockholder, the number of shares of Common Stock underlying Options held of record by each Stockholder and the number of restricted shares of Common Stock held of record by each Stockholder. Section 4.3(b) of the Disclosure Schedule sets forth a complete and accurate list, as of the date specified therein, of: (i) all equity-based Benefit Plans, indicating for each such plan, as of such date, the number of shares of Phoenix Common Stock issued under such Benefit Plans, the number of shares of Phoenix Common Stock subject to outstanding options under such Benefit Plans and the number of shares of Phoenix Common Stock reserved for future issuance under such Benefit Plans; and (ii) all outstanding Options, indicating with respect to each such Option the name of the holder thereof, the Benefit Plan under which it was granted, the number of shares of Phoenix Common Stock subject to such Benefit Plan, the exercise price, the date of grant, and the vesting schedule. Phoenix has made available to the Parent complete and accurate copies of all Benefit Plans and the forms of all stock option agreements evidencing Options. All issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights. Except (i) as set forth in this Section 4.3 and (ii) as reserved for future grants under Benefit Plans, as of the date of this Agreement there are no subscriptions, options, warrants, calls, convertible securities, stock-based performance units or other similar rights, agreements or commitments relating to the issuance of capital stock or other equity interests to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests. Neither Phoenix nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Phoenix or any of its Subsidiaries on any matter.

Section 4.4 Consents and Approvals . No consent, approval, waiver, authorization, notice or filing is required to be obtained by Phoenix or its Affiliates from, or to be given by Phoenix or its Affiliates to, or made by Phoenix or its Affiliates with, any court or any governmental department, commission, board, bureau, agency, instrumentality, authority, body or other governmental entity, domestic or foreign (each, a “ Governmental Entity ”), in connection with the execution, delivery and performance by Phoenix and its Affiliates of this Agreement and the Ancillary Agreements (or the transactions contemplated hereby and thereby) and the consummation of the transactions contemplated hereby and thereby, except for (a) under the HSR Act, (b) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (c) such consents, approvals, waivers, authorizations, notices or filings the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (d) except as set forth in Section 4.4 of the Disclosure Schedule.

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Section 4.5 Non-Contravention . The execution, delivery and performance by Phoenix of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not constitute or result in (i) a breach or violation of any provision of the certificate of incorporation, bylaws or other organizational documents of any of Phoenix or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (or right of termination, cancellation, modification or acceleration) of any of the terms, conditions or provisions of, result in the modification of any right or obligation of any Person under, or result in a loss of any benefit to which Phoenix or any of its Affiliates are entitled under, any Business Contract, or result in the creation of any Encumbrance (other than any Encumbrance that is created by Parent or any of its Affiliates as of or immediately following the Closing) upon any of the properties or assets of Phoenix or its Subsidiaries, or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth in Section 4.5 of the Disclosure Schedule, violate or result in a breach of or constitute a default under any Order, Law or Governmental Authorization to which Phoenix or any of its Affiliates is subject, other than, in the case of clauses (ii) and (iii), breaches, violations, defaults, terminations, cancellations, modifications, accelerations, Encumbrances, changes in rights or obligations or losses of benefits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 4.6 Financial Statements . Set forth in Section 4.6 of the Disclosure Schedule is a copy of (i) the audited consolidated balance sheets of Phoenix and its Subsidiaries as of December 31, 2006 and November 30, 2007 (the “ Audited Balance Sheets ”) and the related audited consolidated statements of income of Phoenix and its Subsidiaries for the year and eleven-month period, respectively, then ended (collectively, and together with the notes thereto, the “ Audited Financial Statements ”), (ii) the unaudited consolidated balance sheet of Phoenix and its Subsidiaries as of December 31, 2007 (the “ Unaudited Balance Sheet ”), and (iii) the unaudited consolidated statement of income of Phoenix and its Subsidiaries for the one-month period ended December 31, 2007 (Section 4.6 (ii) and Section 4.6(iii) collectively, the “ Unaudited Financial Statements ” and the Annual Financial Statements and the Unaudited Financial Statements being hereafter referred to collectively as the “ Financial Statements ”). Each of the Audited Balance Sheets included in the Financial Statements presents fairly and accurately in all material respects the consolidated financial position of Phoenix and its Subsidiaries as of its respective date and each of the consolidated statements of income included in the Financial Statements presents fairly and accurately in all material respects the results of operations of Phoenix and its Subsidiaries for the periods set forth therein, and in each case have been prepared in accordance with GAAP consistently applied during the periods covered thereby. The Financial Statements do not include, in any material respects, any revenue or expenses not Related to the Business. There are no off-balance-sheet transactions, arrangements, obligations or relationships (as defined in Item 303(a) of Regulation S-K under the U.S. Securities Exchange Act of 1934, as amended) attributable to Phoenix or its Subsidiaries. Phoenix maintains systems of internal accounting controls generally sufficient to provide reasonable assurance that (w) transactions are executed in accordance with management’s general or specific authorizations, (x) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (y) access to Phoenix’s and any of its Subsidiaries’ assets is permitted only in accordance with management’s general or specific authorization and (z) the recorded accountability for Phoenix’s or any of its Subsidiaries’ assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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Section 4.7 Undisclosed Liabilities; Indebtedness .

(a) As of the date hereof there are no Liabilities of Phoenix or any of its Subsidiaries, and there are no facts or circumstances undisclosed as of the date hereof that could reasonably be expected to result in any Liability that, would be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, except for (i) those Liabilities accrued or disclosed on the face of the Audited Balance Sheet of Phoenix and its Subsidiaries as of November 30, 2007 and (ii) Liabilities incurred by Phoenix or its Subsidiaries since November 30, 2007 in the Ordinary Course.

(b) Set forth in Section 4.7(b) of the Disclosure Schedule is a true and complete list of all Indebtedness of Phoenix and its Subsidiaries, including for each such item of Indebtedness, the outstanding principal amount, interest rate as in effect between November 30, 2007 and the maturity date thereof, and the schedule of the principal payments, and any Encumbrances that relate to such Indebtedness.

(c) At Closing, neither Phoenix nor any of its Subsidiaries will have any outstanding Indebtedness, except as set forth in Section 4.7(c) of the Disclosure Schedule.

Section 4.8 Customers and Suppliers .

(a) Set forth in Section 4.8(a) of the Disclosure Schedule is a complete and accurate list of the 15 largest customers of Phoenix and its Subsidiaries, taken as a whole, by revenue for the year ended December 31, 2006 and for the eleven-month period ended November 30, 2007 (collectively, the “ Top Customers ”). As of the date hereof, none of the 15 Top Customers for the eleven-month period ended November 30, 2007 has given written or, to the Knowledge of the Company, oral, notice, to Phoenix or any of its Affiliates that any such Top Customer intends to materially reduce its purchases of goods or services from Phoenix or any of its Subsidiaries, or materially adversely modify the terms of the relationship, whether or not as a result of the transactions contemplated by this Agreement. Since December 31, 2006 none of Phoenix or any of its Subsidiaries has had any material disputes with, and no material claims have been made against Phoenix, any of its Subsidiaries or the Business by, any Top Customer.

(b) Set forth in Section 4.8(b) of the Disclosure Schedule is a complete and accurate list of the 15 largest suppliers of Phoenix and its Subsidiaries, taken as a whole, by expense for the year ended December 31, 2006 and for the eleven-month period ended November 30, 2007 (collectively, the “ Top Suppliers ”). Since December 31, 2006 none of Phoenix or any of its Subsidiaries has had any material disputes with, and no material claims have been made against Phoenix, its Subsidiaries or the Business by, any Top Supplier. As of the date hereof, none of the Top Suppliers for the eleven-month period ended November 30, 2007 has given written or, to the Knowledge of the Company, oral, notice, to Phoenix or any of its Affiliates that any such Top Supplier intends to materially reduce its sale of goods or services to Phoenix or any of its Subsidiaries, or intends to modify, or has modified the terms of the relationship in any material respect (for purposes of this representation, any modification to price or terms shall be deemed a material modification).

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(c) Section 4.8(c) of the Disclosure Schedule sets forth a true, complete and correct list, as of January 31, 2008, of all titles of books (“ Titles ”) awarded to Phoenix and its Subsidiaries, by the customers listed thereon, for production during the calendar year commencing January 1, 2008. Neither Phoenix nor any of its Subsidiaries has received any written, or, to the Knowledge of the Company, oral, notice, from any of their customers regarding their intent to, or their attempt or threat to, cancel or otherwise terminate any award relating to such Titles. The Company is not aware of any existing or anticipated changes in, or modifications to, awards relating to Titles.

Section 4.9 Absence of Certain Changes or Events . Except as set forth in Section 4.9 of the Disclosure Schedule, since January 1, 2007 through the date hereof, Phoenix and its Subsidiaries have conducted their respective businesses in the Ordinary Course, and there has not been any change, condition, event or occurrence that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, there has not been:

(a) as of the date hereof, any damage, destruction or other casualty loss exceeding $50,000 in any one case or $250,000 in the aggregate with respect to any asset or property owned, leased or otherwise used by Phoenix or any of its Subsidiaries or the Business; or

(b) as of the date hereof, any action taken that would have required the consent of Parent pursuant to Section 6.1(a), Section 6.1(b), Section 6.1(e), Section 6.1(k), Section 6.1(m), Section 6.1(n) (other than such actions in the Ordinary Course), Section 6.1(u), Section 6.1(w), Section 6.1(x) or Section 6.1(y) had such action occurred after the date of this Agreement.

Section 4.10 Real Property .

(a) Set forth in Section 4.10(a) of the Disclosure Schedule is a complete and accurate list of all of the real property owned by Phoenix and its Subsidiaries (the “ Owned Real Property ”) and a complete and accurate list of all of the real property interests leased or subleased by Phoenix and its Subsidiaries (the “ Leased Real Property ” and, together with the Owned Real Property, the “ Real Property ”). Phoenix or one of its Subsidiaries has, or at and immediately following the Closing will have, (i) fee title to each parcel of Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances, and (ii) a valid and binding leasehold interest in the Leased Real Property, in each case free and clear of any Encumbrances, other than Permitted Encumbrances.

(b) The Real Property, together with any easements appurtenant thereto, includes all of the real property used or held for use in connection with or otherwise required to carry on the Business as currently conducted. Section 4.10(b) of the Disclosure Schedule sets forth all former owned or leased real property used or held for use by Phoenix in the last ten (10) years and the disposition thereof.

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(c) Set forth in Section 4.10(c) of the Disc