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

Pursuant to letter
agreements, Starboard V&O Fund and BLR Partners have agreed to compensate Messrs. Riedel and Terino and Ms. O’Hara for
being named as and serving as Nominees for election as directors of the Issuer (the “Compensation Letter Agreements”).
Under the Compensation Letter Agreements, Starboard V&O Fund and BLR Partners have agreed to pay each of Messrs. Riedel and
Terino and Ms. O’Hara (i) $25,000 in cash upon submission of the Nomination Letter to the Issuer and (ii) $25,000 in cash
upon the filing of a definitive proxy statement with the Securities and Exchange Commission by Starboard Value LP or its affiliates
relating to the Solicitation.

Pursuant to the Compensation
Letter Agreements, each of Messrs. Riedel and Terino and Ms. O’Hara has agreed to use the after-tax proceeds from such compensation
to acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Riedel and Terino and Ms. O’Hara
shall determine but in any event no later than fourteen (14) days after receipt of such compensation, subject to Starboard’s
right to waive the requirement to purchase the Nominee Shares. Each of Messrs. Riedel and Terino and Ms. O’Hara further agreed
not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment
or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such
Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s withdrawal of its nomination of
such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event
that the Issuer enters into a business combination with a third party, each of Messrs. Riedel and Terino and Ms. O’Hara may
sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation
Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7 is hereby amended
to add the following exhibits: