13D Filing: Starboard Value LP and Monotype Imaging Holdings Inc. (TYPE)

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

On August 21, 2017,
the Reporting Persons entered into a Group Agreement (the “Group Agreement”) in which the Reporting Persons agreed,
among other things, (i) to form a group for the purpose of engaging in discussions with the Issuer regarding means to enhance stockholder
value and corporate governance, (ii) to take any other actions the group determines to undertake in connection with their respective
investment in the Issuer, including, but not limited to, a potential solicitation of proxies in furtherance of seeking representation
on the Issuer’s Board of Directors, (iii) to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer to the extent required by applicable law, (iv) that each of the Starboard Parties and BLR
Parties will pay directly all pre-approved expenses incurred in connection with the group’s activities based on their pro
rata ownership percentage of the Shares, as adjusted each month, and (v) that a trading policy will be in effect during the term
of the Group Agreement, which provides, among other things, that each of the Starboard Parties and BLR Parties will only buy, sell
or otherwise transact in securities of the Issuer approximately in proportion to the agreed upon target position of the parties.
The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.