Share Pledge Agreement

Exhibit 10.56

Roll No: 1827/ B / 2006

Done this 31st day of July 2006 at Munich Before the undersigned notary

Alexander Benesch

with his offices at Leopoldstradfe 18, 80802 Munich, appeared today

1. Ms. Sabine Heinrich , born 2 nd of March 1978, with her business address c/o SJ Berwin LLP, Maria-Theresia-Stradfe 5, 81625 Munich, who is not acting in his own name, but on the basis of purported powers of attorney ( auf Grund behaupteter Vollmachten ), excluding any personal liability, in the name of each of

(a) Monotype Imaging Holdings Corp ., a Delaware corporation with business address 500 Unicorn Park Drive, 2nd floor, Woburn, MA 01801, U.S.A.,

(b) Blitz 06-683 GmbH (in the future, after change of company name becomes effective, Monotype Imaging Germany GmbH), a German limited liability company with its seat in Munich; the relocation of the seat to Bad Homburg has been resolved but not yet entered in the commercial register The contracting parties will provide evidence of the respective power of representation ( Vertretungsnachweise ) amongst one another. Each of them hereby waives to have any evidence of power of representation attached to this deed.

2. Dr. Wolfgang Kircher , born 10`h of December 1970, with his business address c/o Hogan & Hartson Raue LLP, Schackstradfe 1, 80539 Munchen, who is not acting in his own name, but on the basis of a purported power of attorney, excluding any personal liability, in the name of

Wells Fargo Foothill, Inc., a California corporation with business address One Boston Place, Boston, MA 02108, U.S.A., which, in turn, is acting in its own name and, on the basis of purported powers of attorney, in the name of each of the lenders listed in Exhibit I (hereinafter these institutions and Wells Fargo Foothill, Inc. each referred to as the " Lender" , collectively as the " Lenders" ).

The contracting parties will provide evidence of the respective power of representation ( Verfretungsnachweise ) amongst one another. Each of them hereby waives to have any evidence of power of representation attached to this deed.

The person appearing under No. 1 established his identity by her identity card ( Personalausweis ) No. 802331576.

The person appearing under No. 2 established his identity by his identity card ( Personalausweis ) no 5184043939.

The persons appearing requested (i) the notarisation of the following Share Pledge Agreement in order to create a pledge over a part in the amount of EUR 16,250 of a share of EUR 24,750 in Blitz 06-683 GmbH and (ii) that their declarations be made in the English language. The officiating notary, who has a good command of the English language, confirmed that the persons appearing also have a good command of the English language. The parties waived their right to a translation after having been informed thereof by the officiating notary. On enquiry it was concluded by all parties that no prior involvement of the officiating notary exists within the meaning of Section 3 sub-section 1 no. 7 of the German Act on Public Recordings -BeurkG .

The persons appearing declared and accepted each for the parties represented by them that they do not assume any personal liability in connection with their acting as attorneys in fact, in particular with respect to the validity of the powers of attorney.


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Requesting notarisation thereof, the persons appearing then declared the following: THIS SHARE PLEDGE AGREEMENT (this " Agreement" ) is entered into as of July 31, 2006 by and among Monotype Imaging Holdings Corp ., a Delaware corporation 1 " Pledgor" ), Blitz 06-683 GmbH, a German limited liability company (" German Holdings" ), Wells Fargo Foothill, Inc ., a California corporation, as agent (" Agent" ) and the Lenders (hereinafter together with the Agent referred to each as an " Original Pledgee" and collectively as the " Original Pledgees" and together with any Future Pledgee (as defined below), each as a " Pledgee" and collectively as the " Pledgees" ).

WHEREAS: (A) German Holdings was acquired as shelf company by the Pledgor to acquire certain shares in Linotype GmbH with its seat in Bad Homburg v.d.Hf6he from Heidelberger Druckmaschinen Aktiengesellschaft (" Linotype Seller" ), and the Pledgor intends to acquire certain assets from the Linotype Seller, all pursuant to a share purchase agreement dated as of or about the date hereof by and among Linotype Seller and the Pledgor and German Holdings (collectively, the " Linotype Acquisition" ).

(B) In connection with the Linotype Acquisition, the Pledgor (as Parent), the Agent, the Original Pledgees, Monotype Imaging, Inc and International Typeface Corporation have entered into that certain Second Amendment To, and Consent and Waiver Under, Credit Agreement dated July 28, 2006. The credit agreement by and among Monotype Imaging Holdings Corp., Imaging Acquisition Corporation, Agfa Monotype Corporation and International Typeface Corporation, the lenders that are signatories thereto and Wells Fargo Foothill, Inc., dated November 5, 2004, as amended by (i) that certain First Amendment to, and Waiver and Consent under, Credit Agreement, Investor Intercreditor Agreement and Security Agreement dated August 24, 2005 and (ii) the aforementioned Second Amendment is hereinafter referred to as the " Amended Credit Agreement" . After restructuring, the parties to the Amended Credit Agreement are: Monotype Imaging Holdings Corp., a Delaware corporation, Monotype Imaging, Inc., a Delaware corporation, International Typeface Corporation, a New York corporation, the lenders that are signatories thereto and Wells Fargo Foothill, Inc., a California corporation. (C) It is a condition precedent under the Amended Credit Agreement that the Pledgor enters into this Agreement. NOW, IT IS HEREBY AGREED as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement: " Collateral Documents" means any document providing for a security interest in favor of the Secured Parties (or any of them) in respect of the Secured Obligations.

" Enforcement Event" means that an Event of Default has occurred and notice of the intention to enforce all or any of the security interests granted under this Agreement has been given to the Pledgor by the Agent.


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" Event of Default" means an event which would, inter alia, entitle the Secured Parties to cancel their commitments under the Amended Credit Agreement and/or to declare any amounts outstanding under any Loan Document due and payable.

" Fee Letter" means that certain amended fee letter dated as of or about the date hereof between, inter alia, the Pledgor as Parent and the Agent, as the same may be amended. " Future Pledgee" means any person, which by way of transfer, assignment, novation, succession or otherwise becomes a pledgee hereunder, other than an Original Pledgee.

" Future Shares" means all additional shares in the capital of German Holdings in whatever nominal value which the Pledgor may acquire in the future in the event of an increase of share capital of German Holdings or otherwise.

" Loan Documents" means the Amended Credit Agreement, each Collateral Document, the Fee Letter and any certificate, letter or other document executed in connection with, or pursuant to, the Amended Credit Agreement.

" Loan Parties" means the borrowers and the guarantors under the Amended Credit Agreement and each entity that shall have become a borrower or guarantor under the Amended Credit Agreement and " Loan Party" means any of them.

" Secured Obligations" means any and all obligations (present and future, actual and contingent, matured or not matured, liquidated or unliquidated, whether incurred solely or jointly with any other person and whether as principal or surety, in any currency or currencies, together with all interest accruing thereon (calculated in accordance with the Amended Credit Agreement), whether before or after judgment, and all costs, charges and expenses incurred in connection therewith) which are or become due, owing or payable by any Loan Party to the Pledgees (or any of them) (including any Future Pledgee by way of transfer or assignment ( Einzel- und/oder Gesamtrechtsnachfolge including Vertragsfcbernahme ) or novation ( Novation ) of any right or obligation as provided under the relevant Loan Document) under the Loan Documents (as each may be amended, varied, novated, supplemented or extended from time to time), and including, but without limitation to, any guarantee provided for in the Loan Documents) and any claims of the Pledgees (or any of them) arising under any abstract acknowledgement of indebtedness ( abstraktes Schuldanerkenntnis ) granted in relation to the Loan Documents and any claims of the Agent in its capacity as the joint and several creditor ( Gesamtgle4ubiger ) of each and every obligation of any Loan Party towards each of the Pledgees under the Loan Documents, and including obligations arising in connection with advances made under the Amended Credit Agreement during any extension period or by any transferee thereunder. The Secured Obligations shall, for the avoidance of doubt, also include obligations incurred by any Loan Party on or after the opening of insolvency proceedings, shall apply to any Loan Party irrespective of its corporate structure and, if applicable, any corporate restructuring or transformation of any Loan Party and shall also apply to any contingent obligations of any Loan Party towards any of the Pledgees on the grounds of any invalidity or unenforceability of any Loan Document, in particular claims on the grounds of unjustified enrichment ( ungerechtfertigte Bereicherung ).

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" Secured Parties" means the Agent and the Pledgees. 1.2. A reference to any person in this Agreement includes such person' s successors, transferees and assignees. Words importing the singular shall include the plural and vice versa unless the context requires otherwise. SECTION 2. PLEDGED SHARES

The Pledgor holds all shares of German Holdings, consisting of two shares-one with a nominal value of EUR 24,750 (" Share 1" ) and one with a nominal value of EUR 250 (" Share 2" ) - with the aggregate stated share capital ( Stammkapital ) of EUR 25,000 (collectively, the " Existing Share" ).

SECTION 3. PLEDGE 3.1. The Pledgor hereby grants first ranking pledges to each of the Pledgees over such part of Share 1 that has a nominal value of EUR 16,250 (i.e. 65% of the aggregate share capital of EUR 25,000) and 65% of the Future Shares in German Holdings (such part of Share 1 that has a nominal value of EUR 16,250 and 65% of the Future Shares are hereinafter referred to as the " Shares" ) together with all ancillary rights and claims associated with the Shares referred to in Clause 5 hereof (together the " Pledges" and each a " Pledge" ). 3.2. The Pledges shall be separate and shall rank equally with each other. The Pledges shall rank ahead of any other security interest or third party right now in existence or created in future in or over any of the Shares. The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder. 3.3. Each Pledgee hereby accepts its Pledge for itself. The Agent, as representative without power of attorney ( Vertreter ohne Vertretungsmacht ), accepts the respective Pledge for and on behalf of each Future Pledgee in relation to the Loan Documents. Each Future Pledgee to whom any claim or part of a claim arising under any Loan Document will have been transferred (including, for the avoidance of doubt, a transfer by way of novation ( Novation )) in accordance with the relevant provisions of the relevant Loan Document ratifies such acceptance ( Genehmigung der Erkle4rung des Vertreters ohne Vertretungsmacht ) for itself by accepting such transfer, thereby becoming a Pledgee, it being understood that any future or conditional claim ( zukfcnftiger oder bedingter Anspruch ) of such Future Pledgee arising under any Loan Document (in each case, for the avoidance of doubt, as amended, varied, novated, supplemented or extended from time to time) shall be secured by the Pledges constituted hereunder. All parties hereby confirm that the validity of the Pledges granted hereunder shall not be affected by the Agent acting as representative without power of attorney for each Future Pledgee.

3.4. German Holdings hereby declares its consent (i) to the Pledges and (ii) pursuant to Section 17 of the German Act Pertaining to Limited Liability Companies ( GmbHG ) to the splitting of its Existing Share, as described in Clause 3.1, in the event of a sale in the course of


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the enforcement of the pledge. The Pledgor as sole shareholder of German Holdings approves of such consent. The Pledgor undertakes to procure German Holdings' consent to the splitting of any Future Shares in accordance with Clause 3.1 without delay after the creation of such Future Shares.

3.5. The pledge over a part of Share 1 as agreed in the preceding paragraphs is hereby notified to German Holdings in accordance with section 16 paragraph 1 GmbHG. German Holdings hereby confirms that it has taken notice of such notification.

SECTION 4. PURPOSE OF THE PLEDGES

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Obligations.

SECTION 5. SCOPE OF THE PLEDGES

5.1. The Pledges constituted by this Agreement include the present and future rights to receive

5.1.1 dividends payable in relation to the Shares, if any; 5.1.2 liquidation proceeds ( Liquidationserlf6se ), consideration for redemption ( Einziehungsentgelt ), repaid capital in case of a capital decrease ( Kapitalherabsetzung ) or repaid capital surplus or paid-in surplus, any compensation in case of termination ( Kfcndigung ) and/or withdrawal ( Austritt ) of a shareholder of German Holdings, the surplus in case of surrender ( Preisgabe );

5.1.3 all other pecuniary claims associated with the Shares, including without limitation any proceeds or other consideration generated as a result of any transfer of the Shares; and

5.1.4 newly issued or other additional shares in German Holdings.

5.2. Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments whether in cash, by the issue of any loan note or debt instrument or in specie in respect of the Shares until such time as an Event of Default has occurred. 5.3. Notwithstanding Clause 5.2 above, (i) distributions as set forth in Clauses 5.1.2 and 5.1.3, (ii) distributions paid or payable (a) other than in cash ( S ...