Registration Rights Agreement, dated October 1, 2004



 Exhibit 4.1 
  

REGISTRATION RIGHTS AGREEMENT 
  
 This REGISTRATION RIGHTS AGREEMENT dated October 1, 2004 (the “Agreement”) is entered into by and among Deluxe Corporation, a Minnesota
corporation (the “Company”), J.P. Morgan Securities Inc. (“JPMorgan”) and Wachovia Capital Markets, LLC (“Wachovia” and together with JPMorgan, the “Representatives”) as representatives to the initial
purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”). 
  
 The Company and the Initial Purchasers are parties to the Purchase Agreement dated September 28, 2004 (the “Purchase Agreement”), which provides
for the sale by the Company to the Initial Purchasers of $325,000,000 aggregate principal amount of the Company’s 31⁄2% Notes due 2007 (the “2007 Notes”) and $275,000,000 aggregate principal amount of the Company’s 5 1/8% Notes due 2014 (the “2014 Notes” and together with the 2007 Notes, the “Securities”). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement. 
  
 In consideration of the foregoing, the parties hereto agree as follows: 
  
 1. Definitions. 
  
 As used in this Agreement, the following terms shall have the following meanings: 
  
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New
York City, New York are authorized or required by law to remain closed. 
  
 “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement. 
  
 “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended from time to time. 
  
 “Exchange Dates” shall
have the meaning set forth in Section 2(a)(ii) hereof. 
  
 “Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
  
 “Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a)
hereof. 
  









 “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference
therein. 
  
 “Exchange Period” shall mean the period
from the Closing Date until the completion of the Exchange Offer. 
  
 “Exchange Securities” shall mean notes issued by the Company under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase
in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 
  
 “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their
successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers. 
  
 “Indenture” shall mean
the Indenture relating to the Securities dated as of April 30, 2003, between the Company and Wells Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.), as trustee, and as the same may be amended from time to time in accordance with the
terms thereof. 
  
 “Initial Purchasers” shall have the
meaning set forth in the preamble. 
  
 “Inspector” shall
have the meaning set forth in Section 3(a)(xiii) hereof. 
  
 “JPMorgan” shall have the meaning set forth in the preamble. 
  
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder, (i) any Registrable Securities owned directly or indirectly by the Company or any of its affiliates (as such term is defined in Rule 405 of the Securities Act), shall not be
counted in determining whether such consent or approval was given by the Holders of such required percentage or amount and (ii) in the case of a Shelf Registration Statement, such percentage shall be required from Holders of Registrable Securities
entitled to be covered by such Shelf Registration Statement; and provided, further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of
Holders of a specified percentage of Registrable Securities has been obtained. 
  

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 “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

  
 “Person” shall mean an individual, partnership,
limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including any document incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
  
 “Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be
Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when
such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act, or (iii) when such Securities cease to be outstanding. 
  
 “Registration Default” shall have the meaning set forth in Section
2(d) hereof. 
  
 “Registration Expenses” shall mean any
and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees
and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities
or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of
the Company, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this 

  

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Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
  
 “Registration Statement” shall mean any registration statement of the Company that covers any of the Exchange
Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and any document incorporated by reference therein. 
  
 “SEC” shall mean the United States Securities and Exchange Commission. 
  
 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 
  
 “Shelf Effectiveness Period” shall have the meaning set forth in
Section 2(b) hereof. 
  
 “Shelf Registration” shall mean
a registration effected pursuant to Section 2(b) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders whose
Registrable Securities are to be covered by such Shelf Registration Statement, holding a majority of the aggregate principal amount of such Securities) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference
therein. 
  
 “Staff” shall mean the staff of the SEC.

  
 “Trust Indenture Act” shall mean the Trust Indenture
Act of 1939, as amended from time to time. 
  
 “Trustee”
shall mean the trustee with respect to the Securities under the Indenture. 
  
 “Underwriter” shall have the meaning set forth in Section 3(e) hereof. 
  
 “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

  
 “Wachovia” shall have the meaning set forth in the
preamble. 
  

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 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law
or applicable interpretations of the Staff, the Company shall (i) file an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities within 90 days after the Closing
Date, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Closing Date, (iii) use its reasonable best efforts to cause such Exchange Offer
Registration Statement to remain effective until the closing of the Exchange Offer; and (iv) use its reasonable best efforts to complete the Exchange Offer no later than 210 days after the Closing Date. 
  
 The Company shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 
  

	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;


  

	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);


  

	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; 

  

	(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and


  

	(v)	that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located
in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such Securities exchanged. 

  
 As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (i) any Exchange Securities to be
received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” 

  

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(within the meaning of Rule 405 under the Securities Act) of the Company, (iv) if such Holder is not a broker-dealer, it is not engaged in and does not
intend to engage in, the distribution of the Exchange Securities, (v) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making
or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities and (vi) it is not acting on behalf of any person that could not truthfully make the representations set forth in
clauses (i) – (v) of this paragraph. 
  
 As soon as
practicable after the last Exchange Date, the Company shall: 
  

	(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 

  

	(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. 

  
 The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
  
 (b) In the event that (i) because of any change in law or applicable interpretations thereof by the Staff, the Company is not permitted to effect the
Exchange Offer as contemplated by Section 2(a) hereof; (ii) if for any other reason the Exchange Offer is not consummated within 210 days after the Closing Date (provided that, if the Exchange Offer shall be consummated after such 210-day
period, then the Company’s obligations under this clause (ii) arising from the failure of the Exchange Offer to be consummated within such 210-day period shall terminate); (iii) if any Holder (other than an Initial Purchaser holding Securities
acquired directly from the Company) is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under
the Securities Act; or (iv) upon the request of any of the Initial Purchasers within 90 days following the consummation of the Exchange Offer with respect to Registrable Securities that it acquired directly from the Company that have, or that are
reasonably likely to be determined to have, the status of unsold allotments in an initial distribution, the Company shall file with the SEC no later than (a) the 210th day after the Closing Date or (b) the 30th day after such filing obligation
arises, whichever is later, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the
SEC as promptly as practicable but in no event later than the 240th day after the Closing Date (or 90 days 

  

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after request by any Initial Purchaser pursuant to clause (iv) above), whichever is applicable. 
  
 In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iv) of the preceding
sentence, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration
Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. 

 
 The Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the latest date on which any Securities are
originally issued by the Company (subject to extension pursuant to Section 3(d)) or, if earlier, when all of the Registrable Securities covered by such Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement in
accordance with the intended method of distribution thereunder, (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act or (iii) cease to be Registrable Securities (the “Shelf Effectiveness Period”). Subject to the
Company’s right to temporarily suspend the registration statement in Section 3(d) below, the Company further agrees to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by the Majority
Holders with respect to information relating to such Holders upon provision of all information of such Holders required under any federal and state securities laws (provided that the Company will not be required to amend or supplement the
Shelf Registration Statement upon such Majority Holder request more than once during any 90-day period), and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to
become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 
  
 (c) The Company shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement or the Exchange Offer Registration Statement. 
  
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. 
  

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 In the event that: 
  
 (i) the Company fails to file any of the Registration Statements required by this Agreement on or before the date specified
for such filing in this Section 2; or 
  
 (ii) any of these
Registration Statements is not declared effective by the SEC on or prior to the date specified for such effectiveness in this Section 2; or 
  
 (iii) the Company fails to complete the Exchange Offer on or prior to the date specified for such completion or the Company has failed to file a Shelf
Registration Statement on or prior to the date specified for such completion or filing in this Section 2; or 
  
 (iv) a Shelf Registration Statement is declared effective by the SEC but such Shelf Registration Statement ceases to be effective or such Shelf
Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Registrable Securities for any reason and either (A) the aggregate number of days in any consecutive 365-day period for which the Shelf
Registration Statement or such Prospectus shall not be effective or usable exceeds 90 days, (B) the Shelf Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any
consecutive 365-day period or (C) the Shelf Registration Statement or such Prospectus shall not be effective or usable for a period of more than 45 consecutive days; 
  
 (each such event referred to in the foregoing clauses (i) through (iv), a “Registration Default”) the interest rate on the
Registrable Securities will be increased (“Additional Interest”) by (i) 0.25% per annum for the first 90-day period immediately following such first occurrence of a Registration Default and while any Registration Default has occurred or is
continuing, and (ii) shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum of 0.50% per annum of additional interest with respect to all Registration Defaults, until the date, in each case
until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradeable under the Securities Act. 
  
 If, after the cure of all Registration Defaults then in effect, there is a subsequent
Registration Default, the rate of Additional Interest for such subsequent Registration Default shall initially be 0.25% regardless of the rate in effect with respect to any prior Registration Default at the time of cure of such Registration Default
and shall increase in the manner and be subject to the maximum Additional Interest rate contained in the preceding sentence. 
  
 Notwithstanding the foregoing, the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and a
Holder of Registrable Securities that is not entitled to the benefits of the Shelf Registration (e.g., such Holder has not elected to include information) shall not be 

  

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entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration. 
  
 (e) The Additional Interest provided for in this Section 4 shall be the
exclusive monetary remedy available to holders of Registrable Securities for Registration Defaults. 
  
 (f) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may, after diligently pursuing reasonable, good faith negotiations with the Company to cure such failure for at least 30 days, obtain such relief as
may be required to specifically enforce the Company’s obligations under Section 2(a) and Section 2(b) hereof. 
  
 3. Registration Procedures. (a) In connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as
expeditiously as possible: 
  
 (i) prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof
and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 
  
 (ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act during such period; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities; 
  
 (iii) during the Shelf
Effectiveness Period, in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and
subject to Section 3(d) and to any notice by the Company in accordance with Section 3(c) below, the Company consents to the use of such Prospectus and any 

  

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amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; 
  
 (iv) use its reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement
is declared effective by the SEC; cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder during the Shelf Effectiveness Period; provided that the Company shall not be required to (1) qualify as
a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject; 
  
 (v)
during the Shelf Effectiveness Period, in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (1) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (2) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (4) if, between the effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material
respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any
event during the period a Shelf Registration Statement is effective that makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Shelf
Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company that a post-effective amendment to a Shelf Registration Statement would be appropriate; 
  
 (vi) during the Shelf Effectiveness Period for any Shelf Registration
Statement or during the Exchange Period for any Exchange Offer Registration Statement, use its 

  

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reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order; 
  
 (vii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Shelf Registration Statement and any post-effective amendment thereto
(without any documents incorporated therein by reference or exhibits thereto, unless requested); 
  
 (viii) during the Shelf Effectiveness Period, in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent
with the provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 
  
 (ix) during the Shelf Effectiveness Period, in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(a)(v)(5) hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; 
  
 (x) before filing any Registration Statement or Prospectus or any amendments
or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement or their counsel (if requested by any such person) and the Underwriters, if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business Days prior to such filing). The Company shall not file
any such Registration Statement or Prospectus or any amendments or supplements thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement, their counsel, or the Underwriters, if
any, shall reasonably object; provided such objection arises from a reasonable allegation of a material violation of the securities laws by such filing; 
  

(xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a
Registration Statement; 
  

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 (xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner; 
  
 (xiii)
during the Shelf Effectiveness Period, in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, any attorneys and accountants designated by the Holders of Registrable Securities and any attorneys and accountants designated by such Underwriter, at the offices where they are normally kept, during
reasonable business hours, all pertinent financial and other records, documents and instruments of the Company (collectively, the “Records”) as such Inspector, Underwriter, attorney or accountant believes shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities under federal securities laws, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company as being confidential or proprietary, each Person receiving such information shall take
such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or
Underwriter and such Inspector, Holder or Underwriter shall use reasonable best efforts to provide notice to the Company of any potential disclosure of any information obtain under this Section 3(a)(xiii) which is identified as confidential or
proprietary pursuant to the above exception to permit the Company to obtain a protective order; 
  
 (xiv) during the Shelf Effectiveness Period, if reasonably requested by the Majority Holders, promptly include in a Prospectus supplement or
post-effective amendment of a Shelf Registration Statement such information with respect to such Holders as such Holders reasonably request to be included therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be so included in such filing, provided that the Company will not be required to amend or supplement the Shelf Registration Statement or Prospectus upon such
Majority Holders request more than once during any 90-day period; and 
  
 (xv) during the Shelf Effectiveness Period, in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in
principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, entering into an underwriting 

  

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agreement as is customary in underwritten offerings of debt securities similar to the Securities, and in such connection, (1) to the extent possible, make
such representations and warranties to any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Securities and confirm the same if and when requested, (2)
use reasonable best efforts to obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each
Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings of debt securities similar to the Securities, (3) use reasonable best efforts to obtain “cold comfort” letters
from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data
are or are required to be included in the Registration Statement) addressed to each Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters
in connection with underwritten offerings of debt securities similar to the Securities and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities
being sold or the Underwriters, and which are customarily delivered in underwritten offerings of debt securities similar to the Securities, to evidence the continued validity of the representations and warranties of the Company made pursuant to
clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement which is customary for offerings of debt securities similar to the Securities. 
  
 (b) During the Shelf Effectiveness Period, in the case of a Shelf
Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company may from
time to time reasonably request in writing. 
  
 (c) In the case of
a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by
the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities held at the time of receipt of such
notice. 
  
 (d) If the Company shall give any notice pursuant to
Section 3(c) hereof to suspend the disposition of Registrable Securities pursuant to a Shelf Registration 

  

 13 








 
Statement, the Company shall extend the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to
resume such dispositions. During any 365-day period, the Company may, by notice as described in Section 3(c), suspend the availability of a Shelf Registration Statement and the use of the related Prospectus for up to two periods of up to 45
consecutive days each, but no more than an aggregate of 90 days during any 365-day period, upon the happening of any event or the discovery of any fact referred to in Section 3(a)(v). 
  
 (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such
Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities included in such offering. 
  
 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 
  
 The Company understands that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with
resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
  
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (subject to the suspension of effectiveness of the Shelf Registration Statement pursuant to Section 3(d) and as such period may be extended
pursuant to Section 3(d) of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above. The Company further agrees that subject to Section 3(d) and to any notice by the Company in accordance with Section 3(c) above, 

  

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Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 4.

  
 (c) The Initial Purchasers shall have no liability to the
Company or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 
  
 5. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless (i) each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through JPMorgan, Wachovia or any selling
Holder, respectively expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement. 
  
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Initial Purchasers and the other selling Holders, the directors of the Company, each officer of the Company who signed the Registration
Statement and each Person, if any, who controls the Company, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement and any Prospectus. 
  
 (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any
Person in respect of which indemnification may be sought pursuant to paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the
“Indemnifying Person”) in writing; provided that 

  

 15 








 
the failure to notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability that it may have under this Section 5 except to
the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve the Indemnifying
Person from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof,
the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in
such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or
(iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any
control Persons of such Initial Purchaser shall be designated in writing by JPMorgan or Wachovia, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person
shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior
to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a
party and indemnification could have been sought hereunder by such Indemnified Person, unless 

  

 16 








 
such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person,
from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
  
 (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall
contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  
 (e) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person
in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange
Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
  
 (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any Indemnified Person at law or in equity. 
  

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 (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in
full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the
Company or the officers or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
  
 6. General. 
  
 (a) No Inconsistent Agreements. The Company represents, warrants and
agrees that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company under any other
agreement and (ii) the Company has not entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or 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 the Company has obtained
the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 
  
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section
5(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or
other 

  

 18 








 
communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 
  
 (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement, the Indenture or the Securities Act. If any transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the
Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
  
 (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.

  
 (f) 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. 
  
 (g) Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (i) Miscellaneous. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Company and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, void or unenforceable provisions. 
  

 19 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	DELUXE CORPORATION
		
	By:	 	 /s/ Raj Agrawal

	 Name:
	 	 Raj Agrawal

	 Title:
	 	 


  
 Confirmed and accepted as of the
date first above written: 
  

			
	 J.P. MORGAN SECURITIES INC.

	 WACHOVIA CAPITAL MARKETS, LLC

	
	 For themselves and on behalf of the
 several Initial Purchasers

	
	 J.P. MORGAN SECURITIES INC.

		
	 By
	 	 /s/ Stephen L. Sheiner

	 Name:
	 	 Stephen L. Sheiner

	 Title:
	 	 Vice President

	
	 WACHOVIA CAPITAL MARKETS, LLC

		
	 By
	 	 /s/ Kent Phillips

	 Name:
	 	 Kent Phillips

	 Title:
	 	 Director


  

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