Initial Stock Distribution

Autodesk, Inc. was officially incorporated in California on April 26, 1982. This letter accompanied the distribution of the company's stock to the founders. The original shares in the company were sold for $1 each. Five years later, adjusting for stock splits, each of those original shares had appreciated in value to more than $1100. This is why people start companies.

Autodesk, Inc.

Greetings,

Enclosed are your stock certificate(s) and other Autodesk related documents. This letter should answer some of the obvious questions about them.

``Why did I get two stock certificates?''

If you purchased stock for cash, and also for a loan (note), separate certificates were issued for the two purchases. This purely to simplify bookkeeping; the effect is the same as if you had one certificate with the sum of the number of shares on the two. If you purchased shares only for cash or only for a note, you will get one certificate.

``What's the `Combined Intrastate and ``Private''' Document?''

This is your copy of the Investment Letter which you signed before purchasing your shares. As the letter is keyed to the particular number of shares in a given certificate, if you got two certificates, you'll also have two investment letters (check number of shares in letters to see which is which). The originals are on file here; this is your copy for your records.

``What about the note for shares?''

  You should have received a copy of the Promissory Note for the shares purchased for a loan when you signed the original. The copy is stamped ``COPY'' in red. If you cannot find this copy, we can make another and send it to you.

``Could you explain the warrant again?''

  If you purchased stock for cash, you also purchased warrants to acquire an equal number of shares to those purchased for cash. The price of the warrant was 1 cent per share. In the package is the original warrant you purchased. This warrant is valid for four years. At any time during the 4 year period, you can exercise your right to purchase any number of shares from 1 to the total number listed on Page 1 of the warrant, by paying $1 for each share (regardless of the price or value of the shares at the time you purchase the warrant). The warrant is exercise by returning Page 8, ``Subscription Form'', with your payment to the company. As explained in that form, if you purchase less than the total number of shares purchasable under the warrant, you will be issued a new warrant for the balance of the shares still unpurchased at the time the shares are delivered. Or in other words, you can buy any number of shares any time you like in any size chunks you want, up to the total listed in the original warrant. The warrant is a piece of property just like a stock certificate, and Page 7 is used if you sell it to somebody else (note that sale may be subject to restrictions under law and the bylaws of the company, just like a sale of stock).

``What do I do with this stuff?''

The stock certificates and warrants are your physical property, and are the tangible evidence of your ownership in the company and right to increase it by exercising the warrant. Don't lose them! They are very painful to replace. If you have a safe deposit box, that's where they should be. The rest of the documents are for your files relating to the company, as they are your copies of documents for which the company holds the originals.

``What do I do with the receipt?''

Included are two copies of a receipt for these documents. After you verify that the documents described in the receipt have been delivered, please sign and return the copy marked ``sign and return''. I've enclosed a SASE for people I'm not handing the shares to personally. An additional copy of the receipt is included for your records.

Call me if I've forgotten to mention something.

Sincerely,

John Walker