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EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of December
31, 1997, is entered into by and among XXXXX ENTERPRISES, INCORPORATED, a
Florida corporation ("SEi"), and the undersigned shareholders (each, a "Seller,"
and collectively, the "Sellers") of McQueen International Limited, a limited
liability corporation organized and existing under Scots law (the "Company").
WHEREAS, this Agreement is made in connection with the sale by the Sellers
of all the outstanding share capital and options to acquire share capital (the
"Shares") of the Company to SEi pursuant to the Acquisition Agreement dated
December 31, 1997 by and among SEi and the Sellers (the "Acquisition
Agreement");
WHEREAS, in order to induce the Sellers to enter into the Acquisition
Agreement, SEi has agreed to provide the Sellers with the registration rights
set forth in this Agreement; and
WHEREAS, the execution and delivery of this Agreement is a condition to the
sale of the Shares to the Buyer.
NOW, THEREFORE, in consideration of these premises and the mutual promises
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
Closing: The closing of the transactions contemplated by the Acquisition
Agreement.
Common Stock: The common stock, par value $.01 per share, of SEi.
Date of Issuance: The Closing Date (as defined in the Acquisition
Agreement).
Holder: A Seller so long as such Seller owns any Registrable Securities and
any of such Seller's respective successors and assigns who acquire rights in
accordance with this Agreement with respect to Registrable Securities directly
or indirectly from such Seller, or from such other successor and assign, and who
agree in writing, in form and substance satisfactory to SEi, to be bound hereby.
Registration Expenses: Any and all reasonable expenses actually incurred
incident to performance of or compliance with this Agreement other than
underwriting discounts and commissions and transfer taxes, if any, but including
up to $5,000 in the aggregate of the legal expenses of the Holders incurred with
respect to the registration of Registrable Securities.
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Registrable Securities: The shares constituting the Subject Common Stock;
provided, however, that specific shares of the Subject Common Stock shall not be
Registrable Securities if and to the extent that (i) a Registration Statement
with respect to such shares of Subject Common Stock shall have been declared
effective under the Securities Act and such shares of Subject Common Stock shall
have been disposed of in accordance with such Registration Statement, (ii) such
shares of Subject Common Stock shall have been distributed to the public in
accordance with Rule 144 (or any successor provision) promulgated under the
Securities Act, (iii) such shares of Subject Common Stock shall have been
otherwise transferred in accordance with the provisions of this Agreement and
the Acquisition Agreement, and new certificates for them not bearing a legend
restricting further transfer shall have been delivered by SEi, or (iv) the
transfer of such shares of Subject Common Stock is prohibited by Section 5.5(g)
of the Acquisition Agreement.
Registration Statement: Any registration statement of SEi filed with the
SEC which provides for the registration for sale or other transfer of the
Registrable Securities (in whole or in part), including the prospectus included
therein, all amendments and any supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.
Requisite Holder(s): The Holder or Holders of at least an aggregate of
400,000 shares of Registrable Securities then outstanding (computed as of the
date of this Agreement as adjusted for stock splits, stock dividends,
combinations and similar transactions).
SEC: The United States Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended from time to time,
or any successor statute, and the rules and regulations of the SEC thereunder,
all as in effect at the time.
Subject Common Stock: The shares of Common Stock issued to the Sellers
pursuant to the Acquisition Agreement and any additional shares of Common Stock
or shares of any other security of SEi issued in respect of such shares, by way
of stock splits, stock dividends, or otherwise.
2. REGISTRATION UNDER THE SECURITIES ACT
(a) REGISTRATION ON DEMAND.
(i) Request for Registration. At any time during the period
beginning on the sixtieth day after the Date of Issuance and ending on the first
anniversary of the Date of
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Issuance and subject to Sections 2(c) and 2(d), the Requisite Holder(s) may, by
written notice to SEi, require SEi to effect the registration under the
Securities Act of Registrable Securities (a "Demand Registration"). The notice
requesting a Demand Registration shall specify the method of distribution of the
Registrable Securities to be covered. Upon receipt of such notice, SEi will
promptly give written notice of such requested registration (a "Section 2(a)
Notice") to any and all other Holders who hold of record any Registrable
Securities and thereupon will file a Registration Statement in form and scope
sufficient to permit, under the Securities Act and any other applicable law and
regulations, all of the Registrable Securities of such Holder or Holders (to the
extent requested) to be registered in accordance with the methods of
distribution specified in such requests (the "Demand Registration Statement").
SEi shall use its best efforts to have the Demand Registration Statement
declared effective as promptly as practicable (but in no event later than 120
days after such request), providing for the sale of all of such Holder's or
Holders' Registrable Securities (to the extent requested), and to keep the
Demand Registration Statement continuously effective until the first anniversary
of the Date of Issuance or, if shorter, until such time as all the Registrable
Securities covered by the Demand Registration Statement have been sold pursuant
thereto. The Demand Registration Statement shall provide for the registration
under the Securities Act of:
(A) the Registrable Securities which SEi has been so requested
to register by such Holder or Holders, and
(B) all other Registrable Securities which SEi has been
requested to register by any other Holders of Registrable Securities by written
request (specifying the intended method of distribution thereof) given to SEi
within 15 days after the giving of the Section 2(a) Notice.
SEi may on one occasion only postpone filing a Demand Registration Statement
under this Section 2(a) for a reasonable period (not in excess of 75 days) if in
its reasonable judgment such filing would require the disclosure of material
information that SEi has a bona fide business purpose for preserving as
confidential. SEi shall be obligated to effect a Demand Registration pursuant to
this Section 2(a) only once.
(ii) Registration Statement Form. Registrations under this Section
2(a) shall be on such appropriate registration forms of the SEC as shall be
selected by SEi, be reasonably acceptable to the Holder or Holders who are the
registered holders of at least a majority of the Registrable Securities to be
registered pursuant to this Section 2(a) and permit the disposition of
Registrable Securities in accordance with the intended method or methods of
disposition specified in the requests for registration relating thereto.
(iii) Expenses. SEi shall pay all Registration Expenses in connection
with the registration pursuant to this Section 2(a) and the Holder or Holders
requesting registration pursuant to this Section 2(a) shall pay all underwriting
discounts and commissions, any transfer taxes and any expenses of counsel for
any Holder or Holders not expressly included in
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Registration Expenses relating to the sale or disposition of such Holder's
Registrable Securities pursuant to such Registration Statement.
(iv) Effective Registration Statement. A Demand Registration
requested pursuant to Section 2(a) hereof will not be deemed to have been
effected unless it has been declared effective by the SEC and not less than
eighty-five percent (85%) of the Registrable Securities covered thereby are sold
in accordance with the terms and conditions set forth therein; provided, however
that if a Demand Registration does not become effective solely by reason of any
act or omission on the part of the Holder or Holders reuesting such Demand
Registration, such Demand Registration shall nevertheless fulfill SEi's
obligations under this Section 2(a) to effect a Demand Registration; provided
further, however, that if, after it has been declared effective, the offering of
Registrable Securities pursuant to such registration is interfered with by a
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such registration will be deemed not to have
become effective or to have been effected.
(v) Selection of Underwriter. If any of the Registrable Securities
covered by the Demand Registration are to be sold in an underwritten offering,
SEi shall select the underwriter or underwriters in its sole discretion. SEi and
the Holders will take all reasonable steps to cooperate with the underwriter or
underwriters so selected to conduct the offering in a manner customary for such
underwritten offering, including without limitation entering into an
underwriting agreement with such underwriters.
(vi) Registration Not Required. Notwithstanding the other provisions
of Section 2(a), SEi shall not be required to effect a Demand Registration under
this Section 2(a):
(A) after SEi has delivered notice of a Piggyback Registration
pursuant to Section 2(b) and for so long as such Piggyback Registration is
pending, regardless of whether any notice requesting a Demand Registration has
been sent pursuant to Section 2(a) prior to such notice of a Piggyback
Registration; provided that in the event such Piggyback Registration is no
longer pending, the Requisite Holder(s) may, by written notice to SEi, require a
Demand Registration and, upon receipt of such notice, SEi shall use its best
efforts to have a Demand Registration Statement declared effective as promptly
as practicable (but in no event later than the later of (i) 120 days after the
original request for a Demand Registration, and (ii) 45 days after the second
request for a Demand Registration if the Demand Registration Statement is not
reviewed by the SEC or 75 days after the second request for a Demand
Registration if the Demand Registration Statement is reviewed by the SEC.
(B) for Registrable Securities owned by any Holder that did not,
by delivering the requisite notice, exercise its right to register such
Registrable Securities in a Piggyback Registration when so offered by SEi under
Section 2(b), if such Holder could have participated to the extent requested
(subject to Section 2(c)) in such Piggyback Registration on a firm committment
underwriting basis on customary terms without any obligation to
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indemnify except with respect to information provided in writing by such Holder
with respect to such Holder; or
(C) if the Demand Registration covers Registrable Securities
with an aggregate market value of less than $250,000 or which represent less
than a majority of the Registrable Securities then outstanding.
(b) PIGGYBACK REGISTRATIONS.
(i) Right to Piggyback. Subject to Sections 2(c) and 2(d) hereof, if
at any time prior to the first anniversary of the Date of Issuance SEi proposes
to file a Registration Statement under the Securities Act with respect to any
offering of the Common Stock by SEi for its own account and/or on behalf of any
of its security holders (other than (i) a registration on Form S-8 or S-4 or any
successor form, (ii) a registration relating to a transaction subject to Rule
145 under the Securities Act, or (iii) any registration of securities as it
relates to an offering and sale to management of SEi pursuant to any employee
stock plan or other employee benefit plan arrangement) then, as soon as
practicable (but in no event less than twenty (20) days prior to the proposed
date of filing such Registration Statement), SEi shall give written notice
(including the proposed offering price or range of offering prices, the type and
amount of securities proposed to be registered, proposed distribution
arrangements and the name of the managing underwriter) of such proposed filing
to the Holders, and such notice shall offer the Holders the opportunity to
register such number of Registrable Securities as the Holders may request (a
"Piggyback Registration"). Subject to subsection 2(d), SEi shall include in such
Registration Statement all Registrable Securities requested within fifteen (15)
days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by the Holders to be included
in the registration for such offering pursuant to a Piggyback Registration),
provided, however, that if, at any time after giving written notice of its
intention to register Common Stock and prior to the effective date of the
Registration Statement filed in connection with such registration, SEi shall
determine for any reason not to register or to delay registration of the Common
Stock to be registered for sale by SEi, SEi may, at its election, give written
notice of such determination to the Holder of Registrable Securities and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith), and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
on one occasion only for a reasonable period (not in excess of 75 days) if in
its reasonable judgment such filing would require the disclosure of material
information that SEi has a bona fide business purpose for preserving as
confidential.
(ii) Piggyback Expenses. The Registration Expenses of the Holders of
Registrable Securities will be paid by SEi in a Piggyback Registration.
Underwriting discounts and commissions and transfer taxes, if any, incurred with
respect to the Registrable Securities shall be borne by the Sellers.
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(c) UNDERWRITER'S CUTBACK. Notwithstanding Sections 2(a) and 2(b), if a
Piggyback Registration is an underwritten offering being made on behalf of SEi,
and the managing underwriter or underwriters advise SEi in writing that in their
opinion the number of shares of Common Stock requested to be included in such
registration exceeds the number which can be sold in such offering or would be
reasonably likely to adversely affect the price or distribution of the Common
Stock offered in such offering or the timing thereof, then the shares of Common
Stock to be included in such registration shall be the number of shares of
Common Stock, adjusted on a pro rata basis, that, in the opinion of such
underwriter or underwriters, can be sold without an adverse effect on the price,
timing or distribution of the Common Stock to be included.
(d) REGISTRATION NOT REQUIRED. Notwithstanding Sections 2(a) and 2(b), in
the event the Holder or Holders request that any of the Registrable Securities
covered by this Agreement be sold in an underwritten offering or otherwise
request registration pursuant to this Agreement, SEi shall not be required to
take the action required or contemplated herein to accommodate or permit such
underwritten offering or other registration of the shares subject to the request
if SEi has provided to the requesting Holders an unqualified opinion of counsel
knowledgeable in Securities Act matters to the effect that all of such
Registrable Securities may immediately be sold by such Holders in a brokered
transaction under Rule 144 during any ninety (90) day period without
registration under the Securities Act and applicable state securities laws.
3. HOLD-BACK AGREEMENTS.
(a) RESTRICTIONS ON PUBLIC SALE BY THE HOLDERS. In the event Registrable
Securities are covered by a Registration Statement filed pursuant to Section 2
of this Agreement, the Holders agree not to effect any public sale or
distribution of Common Stock, including a sale pursuant to Rule 144 under the
Securities Act, during the 15-day period prior to, and during the 90-day period
beginning on, the effective date of such Registration Statement (except pursuant
to such Registration Statement), if, and then only to the extent, so requested
in writing by SEi, in the case of a non-underwritten public offering, or by the
managing underwriter or underwriters, in the case of an underwritten offering.
(b) RESTRICTIONS ON PUBLIC SECURITY SALE BY SEI. SEi agrees not to make any
filing to register and agrees not to effect or offer to effect any public sale
or distribution of or purchase any security (other than any such sale or
distribution of such Common Stock in connection with any transaction subject to
Rule 145 under the Securities Act or in connection with offers and sales to
employees under employee benefit plans) during the 15-day period prior to, and
during the 90-day period beginning on, the effective date of any Registration
Statement filed pursuant to Section 2(a) hereof.
4. REGISTRATION PROCEDURES. In connection with SEi's obligations under Section
2 hereof, SEi shall use it best efforts to effect or cause to be effected the
registration of the Registrable
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Securities under the Securities Act to permit offers and sales in accordance
with the intended method or methods of distribution thereof. SEi may require the
Holders to use their best efforts to furnish to SEi such information regarding
the distribution of the Registrable Securities as SEi may from time to time
reasonably request in writing. SEi further agrees to (i) furnish Holders for
whom shares are registered such number of copies of the Registration Statement,
a prospectus, a preliminary prospectus, and amendments thereto, if applicable,
as such Holders may reasonably request; (ii) enter into customary agreements,
including an underwriting agreement (which shall include the indemnification and
contribution provisions under Section 5 or similar provisions), and to make
customary representations to any underwriters with respect to the registration
statement; (iii) make available to any underwriters its offices and records as
reasonably requested for the purpose of allowing the underwriters to conduct a
customary "due diligence" investigation; (iv) cooperate with the underwriter or
underwriters in making any filing or submissions (including information filed
therewith) required to be made with the National Association of Securities
Dealers, Inc., and (v) list the shares registered on such Holder's or Holders'
behalf on the exchange or quotation system on which the SEi Common Stock is at
the time listed. During periods in which a Registration Statement is effective
and during which the Holders must deliver a prospectus to comply with the
prospectus delivery requirements of the Securities Act, SEi agrees (i) to notify
each Holder of the occurrence of an event which causes the prospectus or, in the
absence of a prospectus, the preliminary prospectus included in such
Registration Statement to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements therein not
misleading in light of the circumstances in which they were made, and (ii) upon
the occurrence of any such event, to supplement or amend such prospectus or
preliminary prospectus as soon as reasonably practicable so that such prospectus
or preliminary prospectus does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein to make the
statements therein not misleading in light of the circumstances in which they
were made.
5. INDEMNIFICATION.
(a) SEi agrees to indemnify, to the extent permitted by law, each Holder of
Registrable Securities and (as applicable) its officers and directors and each
person or entity who controls such Holder (within the meaning of the Securities
Act) against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (in the case of a prospectus, always in light of the
circumstances under which the statements are made) except insofar as the same
are caused by or contained in any information furnished in writing to SEi by
such Holder or its affiliate expressly for use therein or by such Holder's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after SEi has furnished such Holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, SEi will indemnify such underwriters,
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their officers and directors and each person or entity who controls such
underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders of Registrable
Securities.
(b) In connection with any Registration Statement in which a Holder of
Registrable Securities is participating, each such Holder will furnish to SEi in
writing such information and affidavits as SEi reasonably requests for use in
connection with any such Registration Statement or prospectus and, to the extent
permitted by law, will indemnify SEi, its directors and officers and each person
or entity and entity who controls SEi (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the
Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (in the case of a prospectus, always in light of the
circumstances under which the statements are made) but only to the extent that
such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder or its affiliate; provided that the
obligation to indemnify will be several, not joint and several, among such
Holders of Registrable Securities and the liability of each such Holder of
Registrable Securities in the event that more than one Holder is liable will be
in proportion to and limited to the net amount received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement.
(c) Any person or entity entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification; provided, however, that failure to give such
notice will not prejudice such person's or entity's right to indemnification
from the indemnifying party, except as to any losses suffered by such person or
entity which are attributable to such person's or entity's failure to promptly
give such notice to such indemnifying party and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. The indemnifying party will not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person or entity
of such indemnified party and will survive the transfer of securities and the
termination of this Agreement. SEi also agrees to make such
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provisions as are reasonably requested by any indemnified party for contribution
to such party in the event SEi's indemnification is unavailable or unenforceable
for any reason.
6. OTHER AGREEMENTS.
(a) REGULATION S OFFERING. The Sellers agree that none of the Registrable
Securities will be offered for sale pursuant to Regulation S (as promulgated by
the SEC) without the prior written consent of SEi.
(b) MARKET SUPPORT. The parties to this Agreement hereby agree to
constructively put forth a plan for consideration of marketing support for the
Registrable Securities.
7. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. SEi has not entered into and will not on or
after the date of this Agreement enter into any agreement with respect to the
Common Stock which is inconsistent with the rights granted in this Agreement to
the Sellers or which otherwise conflicts with the provisions hereof.
(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless (i) SEi has obtained the written consent of the Holders to such
amendment, modification, or supplement or (ii) SEi has obtained from each Holder
a waiver or consent to such departure.
(c) NOTICES. All notices, requests, demands and other communications
(collectively, "Notices") that are required or may be given under this Agreement
shall be in writing. All Notices shall be deemed to have been duly given or
made: if by hand, immediately upon delivery; if by telecopier or similar device,
immediately upon sending, provided notice is sent on a business day during the
hours of 9:00 a.m. and 6:00 p.m. at the location of the party receiving the
Notice, but if not, then immediately upon the beginning of the first business
day after being sent; if by FedEx, Express Mail or any other reputable overnight
delivery service, three business days after being placed in the exclusive
custody and control of said courier; and if mailed by certified mail, return
receipt requested, ten business days after mailing. Notwithstanding the
foregoing, with respect to any Notice given or made by telecopier or similar
device, such Notice shall not be effective unless and until (i) the telecopier
or similar advice being used prints a written confirmation of the successful
completion of such communication by the party sending the Notice, and (ii) a
copy of such Notice is deposited in first class mail to the appropriate address
for the party to whom the Notice is sent. In addition, notwithstanding the
foregoing, a Notice of a change of address by a party hereto shall not be
effective until received by the party to whom such Notice of a change of address
is sent. All Notices are to be given or made to the parties at the following
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addresses (or to such other address as either party may designate by Notice in
accordance with the provisions of this Section):
(i) if to the Holders, at the address set forth in the
Acquisition Agreement, or at the most current address given by the Holders to
SEi by means of a notice given in accordance with the provisions of this Section
7(c).
(ii) if to SEi, at the address set forth in the Acquisition
Agreement, or at the most current address given by SEi to the Sellers by means
of a notice given in accordance with the provisions of this Section 7(c).
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Florida.
(g) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(h) SUCCESSORS AND ASSIGNS. All covenants and agreements in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit
of the respective permitted successors and assigns of the parties hereto whether
so expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of purchasers
or other permitted Holders of Registrable Securities are also for the benefit
of, and enforceable by, any subsequent permitted Holder of Registrable
Securities. The registration rights of the Holders under this Agreement may be
transferred to any transferee who lawfully acquires at least fifteen thousand
(15,000) shares of the Registrable Securities; provided, however, that SEi is
given written notice by the Holder 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 such transferee is a person who is reasonably satisfactory to SEi and
executes an agreement in writing agreeing to be bound by the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
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XXXXX ENTERPRISES, INCORPORATED
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Esq., Attorney-In-Fact
acting pursuant to a Power of
Attorney dated December 24, 1997
SELLERS:
/s/ Xxxxxxx Xxxxxxx Xxxx
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Xxxxxxx Xxxxxxx Xxxx
TRUSTEES OF XXXXXXX XXXXXXX XXXX
/s/
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Print Name:
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Title:
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/s/Xxxxxxxx Xxxx Xxxx
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Xxxxxxxx Xxxx Xxxx
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/Xxxxx X. Xxxx
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Xxxxx X. Xxxx
IBJ XXXXXXXX BANK AND TRUST COMPANY, as
Trustee for the Rand XxXxxxx Earn Out Trust
/s/
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ADOBE INCENTIVE PARTNERS, L.P.
By: ADOBE SYSTEMS, INC., as General Partner
By:/s/
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Its:
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Title:
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/s/ Xxxx Xxxxxxx XxxXxxxxx Xxxxx
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Xxxx Xxxxxxx XxxXxxxxx Xxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
MCQUEEN ESOT TRUSTEES LIMITED
/s/
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THE TRUSTEES OF X X XXXX'X 1997
LIFERENT TRUST
/s/
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THE TRUSTEES OF X X XXXX'X 1997
LIFERENT TRUST
/s/
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Title:
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THE TRUSTEES OF X X XXXX'X CHILDREN'S TRUST
/s/
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THE TRUSTEES OF THE XXXXX FAMILY TRUST
/s/
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THE TRUSTEES OF A C M XXXXX'X 1997
LIFERENT TRUST
/s/
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