EXECUTION COPY STOCKHOLDERS AGREEMENT

Exhibit 4.3

EXECUTION COPY

STOCKHOLDERS AGREEMENT

by and among

Monotype Imaging Holdings Corp.,

the Management Stockholders named herein

and

the Investors named herein

Dated as of November 5, 2004

TABLE OF CONTENTS

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EXHIBITS

SCHEDULES

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" Company " shall have the meaning set forth in the preamble to this Agreement and shall include any successor thereto.

" Convertible Preferred Stock " shall mean the convertible preferred stock, par value $0.01 per share, of the Company (as more fully described in the Charter) and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for, or upon conversion of, such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

" Director " shall mean a member of the Board of Directors.

" Equity Incentive Plan " means the Company’s 2004 Stock Option and Grant Plan, as amended from time to time.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

" Material Adverse Effect " means a material adverse effect on the assets, liabilities, condition (financial or other), business, results of operations or prospects of the Company.

" Permitted Transferee " shall have the meaning set forth in Section 3.2 of this Agreement.

" Person " shall mean any individual, corporation, joint venture, trust, unincorporated organization, limited liability company, partnership, government and any agency or political subdivision thereof.

" Preferred Stock " shall mean the Redeemable Preferred Stock and the Convertible Preferred Stock.

" Proceeding " shall mean any complaint, lawsuit or similar legal action filed in any court and any investigation, formal or informal, by regulatory or self-regulatory authority or any other Person.

" Qualified Public Offering " shall have the meaning set forth in the Charter.

" Redeemable Preferred Stock " shall mean the redeemable preferred stock, par value $0.01 per share, of the Company, together with any shares issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for, or upon conversion of, such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

" Securities Act " shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

" Shares " shall mean, at any time, (i) shares of Common Stock, (ii) shares of Preferred Stock and (iii) any other equity securities now or hereafter issued by the Company, together with

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any options thereon and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend, stock split or in exchange for, or upon conversion of, such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization); provided , however , that the term "Shares" shall not comprise any shares of Common Stock or options to purchase Common Stock issued under the Equity Incentive Plan or any other securities of the Company or any Affiliate thereof issued or issuable with respect thereto.

" Transfer " means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of, all or any portion of a security, any interest or rights in, a security, or any rights under this Agreement. "Transferred" means the accomplishment of a Transfer, and "Transferee" means the recipient of a Transfer.

" Two-Thirds Interest " shall mean Investors holding not less than 66 2/3% of the outstanding Shares held by all Investors, calculated in accordance with Section 1.3 hereof.

SECTION II. REPRESENTATIONS AND WARRANTIES

2.1. Representations and Warranties of the Management Stockholders . Each of the Management Stockholders, individually and not jointly, hereby represents, warrants and covenants to the Company and the Investors as follows: (a) such Management Stockholder has full authority, power and capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Management Stockholder enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by such Management Stockholder of this Agreement (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Management Stockholder, or require such Management Stockholder to obtain any approval, consent or waiver of, or to make any filing with, any other Person that has not been obtained or made and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Management Stockholder is a party or by which the property of such Management Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Management Stockholder.

2.2. Representations and Warranties of the Investors . Each of the Investors, individually and not jointly, hereby represents, warrants and covenants to the Company and the Management Stockholders as follows: (a) such Investor has full authority, power and capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Investor enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by such Investor of this Agreement (i) does not and will not violate any laws, rules or regulations of the United States or any state or

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other jurisdiction applicable to such Investor, or require such Investor to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which such Investor is a party or by which the property of such Investor is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of such Investor.

2.3. Representations and Warranties of the Company . The Company hereby represents, warrants and covenants to the Investors and the Management Stockholders as follows: (a) the Company has full authority, power and capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of the Company enforceable against it in accordance with its terms; and (c) the execution, delivery and performance by the Company of this Agreement (i) does not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to the Company, or require the Company to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Company.

3.1. Restrictions on Transfer . Each Management Stockholder and D.B. Zwirn agrees that such Management Stockholder or D.B. Zwirn, as applicable, will not, without the prior written consent of a Two-Thirds Interest, Transfer all or any portion of the Shares now owned or hereafter acquired by such Management Stockholder or D.B. Zwirn, as applicable, except in connection with, and strictly in compliance with, the provisions of this Section III.

3.2. Permitted Transfers . Notwithstanding anything herein to the contrary, the provisions of Sections 3.3 and 3.4 shall not apply to Transfers of the type described below in subsections (a), (b), (c) or (d); provided that, in the case of any such Transfer, the Transferee shall have entered into a Joinder Agreement in order for such Transfer to have become effective, providing that all Shares so Transferred shall continue to be subject to all provisions of this Agreement as if such Shares were still held by such Management Stockholder or D.B. Zwirn, as applicable, except that no further Transfer shall thereafter be permitted hereunder except in compliance with Sections 3.3 and 3.4:

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(a) Transfers by any Management Stockholder to (i) any of such Management Stockholder’s children, stepchildren or grandchildren (or any of their spouses), parents, stepparents, grandparents, spouse, domestic partner, siblings, in-laws or persons related by reason of legal adoption (collectively, the " Family Members "), (ii) any trust for the benefit of such Management Stockholder and/or such Family Members, (iii) any charitable trust or foundation the trustees of which include such Management Stockholder and/or Family Members and (iv) any limited partnership or limited liability company the sole partners or members of which are such Management Stockholder and/or Family Members;

(b) Transfers upon the death of any Management Stockholder to such Management Stockholder’s heirs, executors or administrators or to a trust under such Management Stockholder’s will, or Transfers between such Management Stockholder and such Management Stockholder’s guardian or conservator;

(c) Transfers by any Management Stockholder to any other Management Stockholder as long as such other Management Stockholder is an employee or director of the Company or one of its Subsidiaries at the time such Transfer is completed; and

(d) Transfers by D.B. Zwirn to any of its Affiliates and Transfers by any Affiliate of D.B. Zwirn to D.B. Zwirn or any other Affiliate of D.B. Zwirn.

Notwithstanding anything to the contrary in this Agreement, and without limiting the rights of the Company set forth in Section 3.8 of this Agreement, if a Transferee that is a party to a Transfer described in this Section 3.2 fails to execute a Joinder Agreement, such Transferee shall take any Shares so Transferred subject to all provisions of this Agreement as if such Shares were still held by D.B. Zwirn or the Management Stockholder making such Transfer, as applicable, and no further Transfer shall thereafter be permitted or recognized, whether or not they so agree in writing.

3.3. Right of Refusal . In the event that any of the Management Stockholders or D.B. Zwirn entertains a bona fide, arm’s length offer (a " Transaction Offer ") from any other Person (a " Buyer ") to purchase for cash all or any portion of the Shares held by such Management Stockholder or D.B. Zwirn, as applicable, such Management Stockholder or D.B. Zwirn, as applicable (a " Transferring Stockholder "), may, subject to the provisions of Section 3.4 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.3:

(a) Offer Notice . The Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall (i) promptly notify the Company and each of the Investors of such Transferring Stockholder’s desire to effect the Transaction Offer (such notice, the " Offer Notice ") and (ii) otherwise comply with the provisions of this Section 3.3 and, if applicable, Section 3.4. The Offer Notice shall constitute an irrevocable offer to sell all, but not less than all, of the Shares that are the subject of the Transaction Offer (the " Offered Shares ") to the Investors, on the basis described below, at a purchase price equal to the price contained in, and on the same terms and conditions as, the Transaction Offer. The Offer Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection therewith).

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(b) Investors’ Option . At any time within thirty (30) days after receipt by the Investors of the Offer Notice (the " Investor Option Period "), each Investor or any of its Affiliates, including future funds that have affiliated but not identical general partners, may elect to accept the offer of the Transferring Stockholder to purchase a portion of the Offered Shares and shall give written notice of such election (the " Investor Acceptance Notice ") to the Transferring Stockholder and each other Investor within the Investor Option Period, which notice shall indicate the maximum number of Offered Shares that the Investor is willing to purchase, including the number of Offered Shares it would purchase if one or more other Investors do not elect to purchase their Pro Rata Fractions (as defined in paragraph (c) below); provided, however , that the Investors must collectively purchase all of the Offered Shares. An Investor Acceptance Notice shall constitute a valid, binding and enforceable agreement for the sale and purchase of the Offered Shares covered by such Investor Acceptance Notice. The closing for the purchase of Offered Shares by the Investors or any of their Affiliates under this Section 3.3(b) shall take place within thirty (30) days following the expiration of the Investor Option Period at the offices of the Company or on such other date or at such other place as may be agreed to by the Transferring Stockholder and such Investors or Affiliates. The Transferring Stockholder shall notify the Investors promptly if any Investor or Affiliate fails to offer to purchase all of its Pro Rata Fraction.

(c) Allocation of Offered Shares among Investors . Upon the expiration of the Investor Option Period, the number of Offered Shares to be purchased by each Investor or any of its Affiliates shall be determined as follows: (i) first, there shall be allocated to each Investor electing to purchase a number of Offered Shares equal to the lesser of (A) the number of Offered Shares as to which such Investor accepted the offer to purchase, as set forth in its respective Investor Acceptance Notice and (B) such Investor’s Pro Rata Fraction (as defined below), and (ii) second, the balance, if any, not allocated under clause (i) above, shall be allocated to those Investors that, within the Investor Option Period, delivered an Investor Acceptance Notice that accepted the offer to purchase with respect to a number of Offered Shares that exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the number of Shares held by each such Investor up to the amount of such excess. As used herein, an Investor’s " Pro Rata Fraction " shall be equal to the product obtained by multiplying (x) the total number of Offered Shares by (y) a fraction, the numerator of which is the total number of Shares owned by such Investor, and the denominator of which is the total number of Shares held by all Investors, in each case calculated as of the date of the Offer Notice.

(d) Sale to Third Party . If the Investors do not elect to exercise the rights to purchase under this Section 3.3 with respect to all of the Offered Shares, the Transferring Stockholder may sell such Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 3.4. If the Transferring Stockholder’s sale to a Buyer is not consummated in accordance with the terms of Section 3.4, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice and once again complies with the provisions of this Section 3.3 with respect to such Transaction Offer.

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3.4. Co-Sale Option of Investors . If a Transferring Stockholder provides an Offer Notice to sell Offered Shares and the Investors do not elect to exercise the rights to purchase under Section 3.3 with respect to all of the Offered Shares, the Transferring Stockholder may sell such Offered Shares to the Buyer on the terms and conditions set forth in the Offer Notice, subject to the provisions of this Section 3.4 that are set forth below:

(a) Co-Sale Notice . As soon as practicable following the expiration of the Investor Option Period, and in no event later than five (5) days thereafter, the Transferring Stockholder shall provide notice to each of the Investors (the " Co-Sale Notice ") of its right to participate in the Transaction Offer on a pro rata basis (according to the allocation prescribed by Section 3.4(c)) with the Transferring Stockholder (the " Co-Sale Option "). To the extent one or more Investors exercise their Co-Sale Option in accordance with this Section 3.4, the number of Shares that the Transferring Stockholder may Transfer pursuant to the Transaction Offer shall be correspondingly reduced.

(b) Investor Acceptance . Each of the Investors shall have the right to exercise its Co-Sale Option by giving written notice (the " Co-Sale Acceptance Notice ") to the Transferring Stockholder within ten (10) days after receipt by such Investor of the Co-Sale Notice (the " Co-Sale Election Period "). Each Co-Sale Acceptance Notice shall set forth the maximum number of Shares subject thereto that the Investor wishes to sell, including the number of Shares it would sell if one or more other Investors do not elect to participate in the sale on the terms and conditions stated in the Offer Notice. Any Investor holding Preferred Stock shall be permitted to sell to a Buyer in connection with any exercise of the Co-Sale Option, at its option, (i) shares of Common Stock acquired upon conversion of such Preferred Stock or (ii) shares of Preferred Stock; provided , that in the case of (A) the sale of Convertible Preferred Stock, such Buyer shall pay for each such share the greater of (1) the full liquidation preference of each such share of Convertible Preferred Stock and (2) the sum of the liquidation preference of each share of Redeemable Preferred Stock issuable upon conversion of such share of Convertible Preferred Stock and the relevant price per share of the underlying shares of Common Stock and (B) the sale of Redeemable Preferred Stock, the full liquidation preference of each such share of Redeemable Preferred Stock.

(c) Allocation of Shares . Each Investor shall have the right to sell pursuant to the Transaction Offer that portion of its Shares that is equal to or less than the product obtained by multiplying (i) the total number of Shares available for sale to the Buyer subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of Shares owned by such Investor and the denominator of which is the total number of Shares held by all Investors and the Transferring Stockholder, in each case, as of the date of the Offer Notice, subject to increase as hereinafter provided. If any Investor does not elect to sell the full amount of such Shares that such Investor is entitled to sell pursuant to this Section 3.4, then any other Investors that have elected to sell Shares shall have the right to sell, on a pro rata basis (based on the number of Shares held by each such Investor) with any other Investors and up to the maximum number of Shares stated in each such Investor’s Co-Sale Acceptance Notice, any Shares not elected to be sold by such Investor.

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(d) Co-Sale Closing . Within ten (10) calendar days after the end of the Co-Sale Election Period, the Transferring Stockholder shall promptly notify each participating Investor of the number of Shares held by such Investor that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such sale. Each participating Investor may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Stockholder for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares such Investor elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Stockholder shall cause the Buyer to remit directly to each participating Investor that portion of the sale proceeds to which the participating Investor is entitled by reason of its participation in the Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Stockholder unless the Buyer simultaneously purchases from the participating Investors all of the Shares that they have elected to sell pursuant to this Section 3.4.

(e) Sale to Third Party . Any Shares held by a Transferring Stockholder that are the subject of a Transaction Offer and that the Transferring Stockholder desires to Transfer to a Buyer in compliance with this Section 3.4, may be sold to such Buyer only during the period specified in Section 3.4(d) and only on terms no more favorable to the Transferring Stockholder than those contained in the Offer Notice. Promptly after such Transfer, the Transferring Stockholder shall notify the Company and the Investors of the consummation thereof and shall furnish such evidence of the completion and time of completion of the Transfer and of the terms thereof. Prior to the effectiveness of any Transfer to a Buyer hereunder, such Buyer shall have entered into a Joinder Agreement, and such Buyer shall have all the rights and obligations hereunder as if such Buyer were a Management Stockholder or D.B. Zwirn, as applicable. In the event that the Transaction Offer is not consummated within the period required by this Section 3.4 or the Buyer fails timely to remit to each participating Investor its respective portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfer of Shares arising out of or resulting from such Transaction Offer shall be in violation of the provisions of this Agreement unless the Transferring Stockholder sends a new Offer Notice with respect to such Offered Shares and once again complies with the provisions of Section 3.3 and Section 3.4 with respect to such Transaction Offer.

3.5. Co-Sale Option of Management Stockholders . If any one or more of the Investors entertains a Transaction Offer from a Buyer that is not an Affiliate of such Investor to purchase all or any portion of the Shares held by such Investor, such Investor (each, a " Transferring Investor ") may sell such Shares to the Buyer on the terms and conditions of the Transaction Offer, subject to the provisions of this Section 3.5 that are set forth below:

(a) Co-Sale Notice . The Transferring Investor shall provide notice to each Management Stockholder and other Investor (the " Stockholder Co-Sale Notice ") of its right to participate in the Transaction Offer on a pro rata basis (according to the allocation prescribed by

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Section 3.5(c)) with the Transferring Investor (the " Stockholder Co-Sale Option "). If one or more Management Stockholders or other Investors (each, a " Participating Stockholder ") exercise their Stockholder Co-Sale Option in accordance with this Section 3.5, the number of Shares that the Transferring Investor may Transfer in the Transaction Offer shall be correspondingly reduced. The Stockholder Co-Sale Notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Buyer and all relevant information in connection therewith).

(b) Acceptance . Each Management Stockholder and such other Investor shall have the right to exercise its Stockholder Co-Sale Option by giving written notice (the " Stockholder Co-Sale Acceptance Notice ") to the Transferring Investor within ten (10) days after receipt by such Management Stockholder or other Investor of the Management Stockholder Co-Sale Notice (the " Stockholder Co-Sale Election Period "). Each Stockholder Co-Sale Acceptance Notice shall indicate the maximum number of Shares subject thereto that the Participating Stockholder wishes to sell, including the number of Shares it would sell if one or more other Management Stockholders or other Investors do not elect to participate in the sale on the terms and conditions stated in the Offer Notice.

(c) Allocation of Shares . Each Participating Stockholder shall have the right to sell pursuant to the Transaction Offer that portion of its Shares that is equal to or less than the product obtained by multiplying (i) the total number of Shares available for sale to the Buyer subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of Shares owned by such Participating Stockholder and the denominator of which is the total number of Shares held by all Participating Stockholders and the Transferring Investor, in each case, as of the date of the Offer Notice, subject to increase as hereinafter provided. If any Participating Stockholder does not elect to sell the full amount of such Shares that such Participating Stockholder is entitled to sell pursuant to this Section 3.5, then any Participating Stockholders that have elected to sell Shares shall have the right to sell, on a pro rata basis (based on the number of Shares held by each such Participating Stockholder) with any other Participating Stockholders and up to the maximum number of Shares stated in each such Participating Stockholder’s Stockholder Co-Sale Acceptance Notice, any Shares not elected to be sold by such Participating Stockholder.

(d) Co-Sale Closing . Within ten (10) calendar days after the end of the Stockholder Co-Sale Election Period, the Transferring Investor shall promptly notify each Participating Stockholder of the number of Shares held by such Participating Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which shall be no later than the date that is the later of (i) sixty (60) calendar days after the end of the Stockholder Co-Sale Election Period and (ii) the date of the satisfaction of any governmental approval or filing requirements relating to such sale. Each Participating Stockholder may effect its participation in any Transaction Offer hereunder by delivering to the Buyer, or to the Transferring Investor for delivery to the Buyer, one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Transaction Offer, the Transferring Investor shall cause the Buyer to remit directly to each Participating Stockholder that portion of the sale proceeds to which the Participating Stockholder is entitled by reason of its participation in the

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Transaction Offer. No Shares may be purchased by the Buyer from the Transferring Investor unless the Buyer simultaneously purchases from the P