Apple 1997 Annual Report Download - page 98

REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of this 11th day of August, 1997, between Apple
Computer, Inc., a California corporation (the "COMPANY"), and Microsoft Corporation, a Washington corporation (the "PURCHASER").
WHEREAS, the Purchaser intends to purchase shares of Preferred Stock, no par value, of the Company pursuant to the terms and conditions of
a Preferred Stock Purchase Agreement dated as of August 5, 1997 (the "PURCHASE
AGREEMENT"); and
WHEREAS, the Purchase Agreement requires that the Company enter into this Agreement with the Purchaser;
NOW, THEREFORE, in consideration of the foregoing, the parties to this Agreement hereby agree as follows:
1. DEMAND REGISTRATION. If, (i) at any time after August 11, 2000, or (ii) prior to August 11, 2000 in the event of a CHANGE OF
CONTROL or INSOLVENCY PROCEEDINGS as those terms are defined in the Purchase Agreement, the Purchaser shall request the
Company in writing to register under the Securities Act of 1933, as amended (the "SECURITIES ACT"), any shares of the Common Stock, no
par value, of the Company (the "COMMON STOCK") issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock, no
par value (the "PREFERRED STOCK") and, if required by the Securities and Exchange Commission (the "SEC"), the shares of Preferred
Stock owned by the Purchaser (the shares of Common Stock and, if applicable, Preferred Stock subject to such request being herein referred to
as the "SUBJECT STOCK"), the Company shall use its reasonable best efforts to cause the shares of Subject Stock specified in such request to
be registered as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Form S-3
registration statement or such other form as is then available (or any successor form of registration statement to such Form S-3 or other
available registration statement) with the SEC under the Securities Act to effect such registration; PROVIDED, HOWEVER, that each such
request shall (i) specify the number of shares of Subject Stock intended to be offered and sold, (ii) express the present intention of the
Purchaser to offer or cause the offering of such shares of Subject Stock for distribution,
(iii) describe the nature or method of the proposed offer and sale thereof, and (iv) contain the undertaking of the Purchaser to provide all such
information and materials and take all such action as may be required in order to permit the Company to comply with all applicable
requirements of the SEC and to obtain any desired acceleration of the effective date of such registration statement. The Purchaser shall not be
entitled to request more than one demand registration statement under this Agreement in any 12-month period, and the Purchaser shall not be
entitled to more than a total of two requests for demand registration statements pursuant to this Agreement. The Company agrees not to grant to
any other person registration rights pursuant to which such person would have the right to register shares of Common Stock on a registration
statement filed by the Company pursuant to the exercise of Purchaser's rights under this Agreement.