EXHIBIT NO. 99(a)
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made this 18th day of
December, 1997, by and among Equifax Inc., a Georgia corporation (the
"Company"), and those other persons who are signatories hereto (individually, a
"Stockholder" and collectively, the "Stockholders").
RECITALS
WHEREAS, the Company, Equifax Payment Services, Inc., a Delaware corporation
and wholly owned subsidiary of the Company (the "Subsidiary"), Goldleaf
Technologies, Inc., a Georgia corporation ("Goldleaf"), and the Stockholders,
have entered into a Stock Exchange Agreement (the "Exchange Agreement") dated as
of December 18, 1997, providing for the acquisition of all of the outstanding
shares of capital stock of Goldleaf by the Subsidiary through an exchange (the
"Exchange") by the Stockholders of such stock for shares of the Company's common
stock.
WHEREAS, the Stockholders upon consummation of the Exchange will hold not less
than 269,508 shares of the issued and outstanding common stock, $.01 par value,
of the Company (the "Common Stock"); and
WHEREAS, the parties to the Exchange Agreement desire the Company to register
such shares of Common Stock under the 1933 Act (as hereafter defined) for resale
by the Stockholders and the execution and delivery of this Agreement is a
condition precedent to the consummation of the Exchange.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Registration Rights.
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1.1. Definitions.
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(a) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"1933 Act"), and the automatic effectiveness or the declaration or ordering of
effectiveness of such registration statement or document.
(b) The term "Registrable Securities" means all of the shares of Common
Stock issued or to be issued to any Holder in connection with the Exchange but
shall not include any Common Stock (i) which has been effectively registered
under the 1933 Act and disposed of in accordance with a registration statement
covering such security or (ii) which has been distributed to the public pursuant
to Rule 144 under the 1933 Act.
(c) The term "Holder" means (i) a Stockholder and (ii) a transferee of
Registrable Securities from a Holder provided such transfer complies with
Section 1.9 of this Agreement.
(d) The term "Form S-3" means such form under the 1933 Act as in effect
on the date hereof or any successor registration form to Form S-3 under the 1933
Act subsequently adopted by the Securities and Exchange Commission (the "SEC").
(e) The term "affiliate" means a person or entity directly or indirectly
controlled by, controlling or under common control with another person or
entity.
1.2. Registrations.
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(a) The Company shall use its best efforts to prepare and file with the
SEC a registration statement (the "Registration Statement") on a form available
for the registration of Registrable Securities under the 1933 Act for the resale
of the Registrable Securities issued in connection with the Exchange by the
Holders from time to time, covering all the Registrable Securities issued in
connection with the Exchange, and shall use its best efforts to have the
Registration Statement filed as soon as practicable following the Closing Date
(as defined in the Exchange Agreement), and shall use its reasonable best
efforts to cause the Registration Statement to be declared effective as soon as
possible thereafter.
(b) A reasonable time before filing a registration statement or
prospectus or any amendment or supplement thereto, the Company will furnish to
the Holders of the Registrable Securities covered by such registration statement
copies of all such documents proposed to be filed.
(c) The Company shall prepare and file with the SEC such amendments and
supplements to each registration statement filed hereunder and the prospectus
used in connection therewith as may be necessary to keep the registration
statement effective until the earlier of (i) the time when all the Registrable
Securities covered by such registration statement have been sold by the Holders
and (ii) the date as of which each Holder is entitled to sell all remaining
Registrable Securities covered by such registration statement held by such
Holder, without limitation as to volume, pursuant to Rule 144 under the 1933
Act.
(d) Subject to the limitations set forth in Section 1.8 hereof and
subject to compliance with the obligations imposed by federal and state
securities laws, each Holder shall be entitled to make sales of Registrable
Securities pursuant to an effective registration statement without limit.
1.3. Obligations of the Company.
--------------------------
Whenever required under Section 1.2, the registration of any Registrable
Securities or the amendment of a registration statement filed hereunder, the
Company shall:
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(a) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement, and use its best efforts to cause each such amendment to
become effective, as may be necessary to comply with the provisions of the 1933
Act with respect to the disposition of all securities covered by such
registration statement;
(b) Furnish to the Holders such reasonable number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus),
any documents incorporated by reference into the registration statement and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
(c) Use its best efforts to register or qualify the securities covered
by such registration statement under the securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders or the managing
underwriters, and do any and all other acts and things which may be necessary or
desirable to consummate the disposition of the securities in such jurisdictions,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this paragraph (c) be obligated to be so
qualified or to consent to general service of process in any such jurisdiction;
(d) Promptly notify each Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and promptly file such amendments and
supplements which may be required pursuant to paragraph (a) of this Section 1.3
on account of such event and use its best efforts to cause each such amendment
and supplement to become effective;
(e) Use its best efforts to cause the Common Stock to be listed on a
national securities exchange; and
(f) Otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement covering the period of at least
twelve months beginning with the first day of the Company's first full calendar
quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule
158 thereunder.
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1.4. Furnishing of Information.
-------------------------
It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement that the selling Holders shall
furnish to the Company such information regarding themselves or the Registrable
Securities held by them, and the intended method of disposition of such
securities, and otherwise cooperate with the Company and execute and deliver any
documents as shall be requested by the Company in order to effect the
registration of their Registrable Securities.
1.5. Expenses.
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All expenses incurred by the Company in connection with each of the
registrations, filings or qualifications pursuant to Section 1.2 (including all
amendments thereto), including (without limitation) all registration, printing
and accounting fees, fees and disbursements of counsel for the Company shall be
borne by the Company.
1.6. Indemnification.
---------------
In the event any Registrable Securities are included in a registration
statement under this Agreement:
(a) To the fullest extent permitted by law, the Company will and hereby
does indemnify and hold harmless each selling Holder, the officers, directors,
shareholders and partners of such Holder and each person, if any, who controls
such Holder within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the "1934 Act"), against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the 1933
Act, the 1934 Act or other federal or state law or common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(each a "Violation"): (i) any untrue statement of a material fact contained in
such registration statement, or the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (including in any prospectus or preliminary prospectus included
therein), unless such untrue statement or omission was contained in or omitted
from a preliminary prospectus and corrected in a final or amended prospectus and
the seller failed to deliver a copy of the final or amended prospectus at or
prior to the confirmation of the same of the registered securities to the
persons asserting any such loss, claim, damage or liability in the case where
such delivery is required by the 1933 Act, or (ii) any other violation by the
Company of the 1933 Act or any other securities law or any rule or regulation
promulgated thereunder. The Company will reimburse each such selling Holder,
officer, director, shareholder, partner or controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action. The indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts paid in
settlement of any loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be liable to a Holder in any such
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case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for inclusion in such
registration statement by or on behalf of such Holder or controlling person.
(b) To the fullest extent permitted by law, each selling Holder will and
hereby does indemnify and hold harmless the Company, each of its directors, each
of its officers who sign the registration statement, each person, if any, who
controls the Company within the meaning of the 1933 Act, each agent and any
other selling Holder selling securities in such registration statement and any
of its directors, officers or partners or any person who controls such selling
Holder, against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the 1933 Act, the 1934 Act or other federal
or state or common law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with information furnished by or on behalf of
such Holder expressly for inclusion in such registration statement; and each
such selling Holder will reimburse any legal or other expenses reasonably
incurred by (x) the Company or any such director, officer, agent, controlling
person of the Company, or (y) other selling Holder, officer, director, partner
or controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the
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liability of each selling Holder hereunder shall be limited to the proportion of
any such loss, claim, damage, liability or expense which is equal to the
proportion that the total price to the public at which the registered securities
sold by such selling Holder under such registration statement bears to the total
public offering price of all securities, but not in any event to exceed the
proceeds received by such selling Holder from the sale of Registrable Securities
covered by such registration statement. The indemnity agreement contained in
this Section 1.6(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the selling Holder (which consent shall not be unreasonably
withheld) nor, in the case of a sale directly by the Company of its securities
(including a sale of such securities through any underwriter retained by the
Company to engage in a distribution solely on behalf of the Company), shall the
selling Holder be liable to the Company in any case in which such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and the Company failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the securities to the
person asserting any such loss, claim, damage or liability in any case where
such delivery is required by the 1933 Act.
(c) Each indemnified party or parties shall give reasonably prompt
notice to each indemnifying party or parties of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party or parties shall not relieve it or
them from any liability which it or they may have under this indemnity
agreement, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice. If the indemnifying party or parties
so elects within a reasonable time after receipt of such notice, the
indemnifying party or parties may assume the defense of such action or
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proceeding at such indemnifying party's or parties' expense with counsel chosen
by the indemnifying party or parties and approved by the indemnified party
defendant in such action or proceeding, which approval shall not be unreasonably
withheld; provided, however, that if such indemnified party or parties determine
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in good faith that a conflict of interest exists and that therefore it is
advisable for such indemnified party or parties to be represented by separate
counsel or that, upon advice of counsel, there may be legal defenses available
to it or them which are different from or in addition to those available to the
indemnifying party, then the indemnifying party or parties shall not be entitled
to assume such defense and the indemnified party or parties shall be entitled to
separate counsel at the indemnifying party's or parties' expense. If an
indemnifying party or parties is not so entitled to assume the defense of such
action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party or
parties will pay the reasonable fees and expenses of counsel for the indemnified
party or parties. Notwithstanding the foregoing, the indemnifying party shall
not be obligated to pay the reasonable fees and expenses of more than one
counsel for the indemnified parties with respect to any claim, unless in the
reasonable judgment of counsel to any indemnified party, expressed in a writing
delivered to the indemnifying party, a conflict of interest may exist between
such indemnified party and any other indemnified party with respect to such
claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels (which shall
be limited to one counsel per indemnified party). No indemnifying party or
parties will be liable for any settlement effected without the written consent
of such indemnifying party or parties, which consent shall not be unreasonably
withheld. If an indemnifying party is entitled to assume, and assumes, the
defense of such action or proceeding in accordance with this paragraph, such
indemnifying party or parties shall not, except as otherwise provided in this
subsection (c), be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such action or
proceeding.
(d) If the indemnification provided for in this Section 1.6 is
unavailable to a party that would have been an indemnified party under this
Section 1.6 in respect of any claims referred to herein, then each party that
would have been an indemnifying party hereunder shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claims in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and such indemnified party on the other in connection with the
action, statement or omission which resulted in such claims, as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or such indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing provisions of this Section 1.6(d), a selling
Holder of registered securities shall not as an indemnifying party be required
to contribute any amount in excess of (x) the amount by which the total price at
which the registered securities sold by such indemnifying party were offered to
the public exceeds (y) the amount of any damages which such indemnifying party
has otherwise been required to pay by reason of such action, untrue or alleged
untrue statement or omission or alleged omission. The Company and each selling
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Holder of registered securities agrees that it would not be just and equitable
if contribution pursuant to Section 1.6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 1.6(d). The
amount paid or payable by an indemnified party as a result of the claims
referred to above in this Section 1.6(d) shall include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigation or defending any such action or claim.
(e) Without the prior written consent of the indemnified party, no
indemnifying party shall consent to entry of judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release of all
liability in respect of such claim.
(f) No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of fraudulent misrepresentation within the meaning of
such Section 11(f).
1.7. Availability of Rule 144.
------------------------
With a view of making available to the Holders the benefits of Rule 144
promulgated under the 1933 Act and any other rule or regulation of the SEC that
may at any time permit a Holder to sell securities of the Company to the public
without registration and with a view to making it possible for the Holders to
register the registered securities pursuant to a registration statement on Form
S-3, the Company agrees to use its best efforts:
(a) to make and keep public information available, as those terms are
understood and defined in Rule 144, until such information is no longer required
to be available in order for any Holder to sell his or her Registrable
Securities;
(b) to file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act throughout
the effective period of the Registration Statement specified in Section 1.2(c);
and
(c) to furnish to any Holder so long as the Holder owns any Registrable
Securities forthwith upon request (i) a written statement by the Company as to
its compliance with the reporting requirements of Rule 144, the 1933 Act and the
1934 Act or as to its qualification as a registrant whose securities may be
resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing the Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
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1.8. Holdback Agreements.
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Upon the request of the underwriters managing a public offering for sale
by the Company of its securities, each Holder shall not sell or otherwise
transfer or dispose of any Registrable Securities for 120 days following the
effective date of a registration statement filed by the Company under the 1933
Act covering the offer and sale of Common Stock or such other securities by the
Company in an underwritten offering without the prior written consent of the
underwriters for such offering. The Company may impose stop transfer
restrictions with respect to Registrable Securities subject to the foregoing
restriction until the end of the 120-day period set forth above.
1.9. Transfer of Registration Rights.
-------------------------------
The registration rights of a Holder under this Agreement may be
transferred to any transferee who acquires all of the shares of Common Stock
originally acquired by such Holder, dated as of even date herewith, by, between
and among the Company and the Stockholders, provided, however, that the Company
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is given written notice by the transferor at the time of such transfer stating
the name and address of the transferee and identifying the securities with
respect to which the rights under this Agreement are being assigned and provided
further that the transferee agrees in writing to acquire and hold such
securities subject to the provisions of this Agreement.
2. Representations and Warranties of the Stockholders.
--------------------------------------------------
As an inducement of the Company to issue the Registrable Securities to
each Stockholder, each Stockholder represents and warrants to the Company as
follows:
2.1. No Distribution.
---------------
Each Stockholder is acquiring the Registrable Securities for its own
account with no view to any distribution thereof in violation of the 1933 Act.
Each Stockholder understands that since the Registrable Securities have not been
registered under the 1933 Act, the Registrable Securities must be held
indefinitely unless they are subsequently registered under the 1933 Act or an
exemption from such registration is available. Each Stockholder acknowledges
that the Company is under no obligation to register under the 1933 Act any sale
of the Registrable Securities or to comply with any provisions which would
entitle any such sale to any exemption from registration, except as provided in
this Agreement. Each Stockholder is fully familiar with Rule 144 promulgated
under the 1933 Act.
2.2. Information Made Available.
--------------------------
Each Stockholder has received and reviewed the Company's most recent
Annual Report to Stockholders, its most recent Annual Report on Form 10-K and
its most recent Quarterly Report on Form 10-Q. In addition, each Stockholder has
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had the opportunity to discuss the Company's business, management and financial
affairs with the Company's management. Each Stockholder has such knowledge and
experience in financial matters that it is capable of evaluating the merits and
risks of an investment in the Registrable Securities. Each Stockholder's
financial condition is such that it is able to bear all economic risks of
investment in the Registrable Securities, including the risks of holding the
Registrable Securities for an indefinite period of time.
2.3. Legend Requirement.
------------------
Until the Registration Statement is declared effective by the SEC, each
stock certificate representing the Registrable Securities shall bear a legend
in, or substantially in, the following form and any other legend required by any
applicable state securities or Blue Sky laws:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
pledged or otherwise transferred without an effective registration
under said Act or unless the Company shall have received an opinion of
counsel satisfactory to the Company that an exemption from
registration under such Act is then available."
Such legend shall be removed by the Company upon effectiveness of the
Registration Statement. The Company may maintain a "stop transfer order"
against the Registrable Securities until the Registration Statement is declared
effective.
2.4. Prospectus Requirements.
-----------------------
Each Stockholder hereby covenants with the Company that he, she or it
will promptly advise the Company of any changes in the information concerning
each Stockholder contained in a registration statement filed hereunder and that
such Stockholder will not make any sale of Registrable Securities pursuant to
any registration statement without complying with the prospectus delivery
requirements of the 1933 Act. Each Stockholder acknowledges that occasionally
there may be times when the Company must temporarily suspend the use of the
prospectus forming a part of any such registration statement until such time as
an amendment to such registration statement has been filed by the Company and
declared effective by the SEC, the relevant prospectus supplemented by the
Company or until such time as the Company has filed an appropriate report with
the SEC pursuant to the 1934 Act. The Company shall act promptly to amend the
registration statement, supplement the prospectus or file the appropriate
reports with the SEC in order to minimize such period of suspension. During any
period in which sales are suspended and upon notice of such suspension from the
Company, each Stockholder agrees not to sell any such Registrable Securities
pursuant to any such prospectus. Each Stockholder covenants that he will not
sell any Shares pursuant to any such prospectus during the period commencing at
the time at which the Company gives such Stockholder notice of the suspension of
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the use of said prospectus and ending at the time the Company gives notice that
such Stockholder may thereafter effect sales pursuant to said prospectus.
3. Miscellaneous.
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3.1. Notices.
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All notices, requests, demands and other communications which are
required to be or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person or upon receipt
when transmitted by telecopy or telex or after dispatch by certified or
registered first class mail, postage prepaid, return receipt requested, or
Federal Express, to the party to whom the same is so given or made:
If to Company, to: Equifax Inc.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel and Corporate Secretary
or to such other person at such other place as the Company shall designate to
the Stockholders in writing; and
With a copy to: Hunton & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: J. Xxxxxxx Xxxxxx, Esq.
If to a Stockholder, to the address set forth on the signature pages
hereto, or to such other address subsequently provided by such Stockholder to
the Company, and in each case with a copy to:
Powell, Goldstein, Xxxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
ATTN: Xxxxxxx X. Xxxxxxx, Esq.
3.2. Entire Agreement.
----------------
This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, representations, warranties,
statements, promises, and understandings, whether written or oral, with respect
to the subject matter thereof, and cannot be changed or terminated orally. No
party hereto shall be bound by or charged with any written or oral agreements,
representations, warranties, statements, promises, or understandings not
specifically set forth in this Agreement.
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3.3. Headings; Certain Terms.
-----------------------
The section and other headings contained in this Agreement are for
reference purposes only and shall not be deemed to be part of this Agreement or
to affect the meaning or interpretation of this Agreement.
3.4. Governing Law.
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All questions concerning the construction, validity and interpretation
of this Agreement and the schedule hereto will be governed by the law of the
State of Georgia.
3.5. Severability.
------------
If any term or provision of this Agreement shall to any extent be
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. Upon the determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect their original intent as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.
3.6. Termination of Agreement.
------------------------
This Agreement shall terminate on the earlier of: (i) the time when all
the Registrable Securities covered by such registration statement have been sold
by the Holders or the date as of which each Holder is entitled to sell all
remaining Registrable Securities held by such Holder, without limitation as to
volume, pursuant to Rule 144 under the 1933 Act.
3.7. Amendment and Waivers.
---------------------
Except as otherwise provided herein, the provisions of this Agreement
may be amended or waived only upon the prior written consent of the Company and
the Holders of at least 51% of the Registrable Securities outstanding at the
time.
3.8. Section References.
------------------
All references contained in this Agreement to any section number are
references to sections of this Agreement unless otherwise specifically stated.
3.9. Counterparts.
------------
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
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3.10. Binding Effect.
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This Agreement shall be binding on all successors and assigns of the
Company, whether by merger, reorganization, sale of assets or otherwise.
[THE NEXT FOLLOWING PAGES ARE THE SIGNATURE PAGES]
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IN WITNESS WHEREOF, the parties have signed this Agreement, or have
caused this Agreement to be signed on their behalf by an officer or
representative thereunder duly authorized, on the respective dates stated below.
EQUIFAX INC.
By: /s/ Xxxxx X. Post
------------------------------------
Name: Xxxxx X. Post
Title: Corporate Vice President and
Chief Financial Officer
STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxx
X.X. XXXXXXXXXXXX FARMS, L.P.
By:/s/ Xxxxx X. Xxxxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxxxx
Title: General Partner
X. XXXXXXXXXXXX:
/s/ Xxxxx X. Xxxxxxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxxxxxx
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