AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ADOBE SYSTEMS INCORPORATED, a Delaware corporation; AVNER ACQUISITION SUB, INC., a Delaware corporation; and MACROMEDIA, INC., a Delaware corporationIii Agreement and Plan of Merger and Reorganization • April 18th, 2005 • Macromedia Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement") is made and entered into as of April 17, 2005, by and among: ADOBE SYSTEMS INCORPORATED, a Delaware corporation ("Parent"); AVNER ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); and MACROMEDIA, INC., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
April 17, 2005 Mellon Investor Services LLC 235 Montgomery Street, 23rd Fl. San Francisco, CA 94104 Re: Amendment No. 1 to Rights Agreement Ladies and Gentlemen:Rights Agreement • April 18th, 2005 • Macromedia Inc • Services-prepackaged software • Delaware
Pursuant to Section 27 of the Rights Agreement, dated as of October 25, 2001 (the "Rights Agreement") between Macromedia, Inc., a Delaware corporation (the "Company") and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), the Company, by resolution adopted by its Board of Directors, hereby amends the Rights Agreement as follows:
