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Published: 2008-03-26

Asset Purchase Agreement - TDD LLC, American Lawyer Media Inc, New York Law Publishing Co. and NLP IP Co.



                            ASSET PURCHASE AGREEMENT


                  AGREEMENT (this "AGREEMENT"), dated as of the 28th day of
March, 2000, between TDD, L.L.C. ("BUYER"), a Delaware limited liability company
with its principal place of business at 105 Madison Avenue, Floor 15, New York,
NY 10016 and American Lawyer Media, Inc., a Delaware corporation with its
principal place of business at 345 Park Avenue South, New York, NY 10010
("MEDIA"), The New York Law Publishing Company, a New York corporation and a
wholly-owned subsidiary of Media ("NYLP") and NLP IP Company, a Delaware
corporation and a wholly-owned subsidiary of Media ("NLP IP"), a Delaware
corporation with its principal place of business 345 Park Avenue South, New
York, NY 10010 (together and individually, "SELLER").

                                    RECITALS

                  A. Seller is engaged in the publication of "The Daily Deal"
and "Corporate Control Alert" in printed and electronic form (the "BUSINESS").

                  B. Seller wishes to sell to Buyer and Buyer wishes to purchase
from Seller, all of the assets, properties, rights and claims of Seller
relating, subject to the Assumed Liabilities (as defined below), upon the terms
and conditions of this Agreement (the "PURCHASE").

                  NOW, THEREFORE, the parties hereby agree as follows:

1.       SALE OF THE BUSINESS.

         (a)      Seller hereby sells, transfers and assigns to Buyer (the
                  "TRANSFER"), and Buyer hereby purchases, acquires and accepts
                  from Seller, in each case free and clear of all Liens (as
                  defined below), all of Seller's right, title and interest in
                  and to all assets, properties, rights and claims of every kind
                  and description, tangible or intangible, vested or unvested,
                  contingent or otherwise of Seller other than the Excluded
                  Assets (as defined below), which are used in connection with
                  or otherwise relate to the Business (the "ASSETS"), including,
                  without limitation:

                  (i)      all computer software, hardware and systems that are
                           used primarily in the Business;

                  (ii)     the names "The Daily Deal" and "Corporate Control
                           Alert" and any and all other intellectual property of
                           Seller relating to the Business, including, without
                           limitation, the copyrights, trademarks, service
                           marks, trade names, business names, designs, or logos
                           listed on Schedule 3(f) hereto;

                  (iii)    any and all Intellectual Property Rights (as defined
                           below), including but not limited to, the names "The
                           Daily Deal" and "Corporate Control Alert";

                  (iv)     the e-mail and web-site addresses (including the
                           Uniform Resource Locator www.thedailydeal.com) and
                           toll-free telephone numbers and other 
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                           identifying addresses and numbers of Seller used in
                           the conduct of the Business;

                  (v)      any and all Contracts (as defined below) or other
                           arrangements to which Seller is party in connection
                           with the conduct of the Business, as identified on
                           Schedule 3(g) hereto;


                  (vi)     all books and records relating to the assets,
                           properties and rights of Seller relating to the
                           Business;

                  (vii)    all market research studies, surveys, reports,
                           analyses and similar information relating to the
                           Business;

                  (viii)   all active and inactive customer files and data
                           relating to the Business, including all subscription
                           information;

                  (ix)     all sales data, brochures, catalogues, literature,
                           forms, mailing lists, art work, photographs and
                           advertising material, in whatever form or media
                           relating to the Business;

                  (x)      all claims, causes of action, choses in action,
                           rights of recovery and rights of set-off of any kind
                           in favor of Seller or pertaining to, or arising out
                           of, the Assets; and

                  (xi)     the goodwill of the Business.

         (b)      If any Assets constituting Contracts or Permits are not by
                  their terms assignable or require the consent of a third party
                  in connection with the sale by Seller, Seller will use
                  reasonable efforts to assist Buyer to obtain such consent
                  promptly. During the period in which the applicable Contract
                  or Permit is not capable of being assigned to Buyer due to the
                  failure to obtain any required consent, Seller will make such
                  arrangements as may be necessary to enable Buyer to receive
                  all the economic benefits under such Contract or Permit
                  accruing on and after the execution of this Agreement.

         (c)      Notwithstanding anything in this Agreement to the contrary,
                  (i) Seller will retain and not transfer to Buyer the assets
                  described in Schedule 1(c)(i) (the "EXCLUDED ASSETS"); and
                  (ii) Buyer will not assume and will be deemed not to have
                  assumed and be responsible for, and Seller will be solely and
                  exclusively liable and responsible for, any Indebtedness (as
                  defined below), obligations, Contracts or liabilities of
                  Seller relating to the Business, including but not limited to,
                  the obligations described in Schedule 1(c)(ii)(a) (the
                  "RETAINED LIABILITIES"), other than the Indebtedness,
                  obligations, Contracts or liabilities listed on Schedule
                  1(c)(ii)(b) (the "ASSUMED LIABILITIES").

         (d)      Notwithstanding anything in this Agreement to the contrary,
                  Buyer will not assume and will be deemed not to have assumed
                  and be responsible for, and Seller will be solely and
                  exclusively liable and responsible for, any debt, 

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                  obligations or liabilities of Seller with respect to (i) any
                  federal, state, local or foreign taxes relating to tax periods
                  (or any portion thereof) ending on or prior to the date
                  hereof, or (ii) any tax liability of Seller arising out of or
                  in connection with the consummation or performance of the
                  transactions contemplated by this Agreement (the "RETAINED
                  TAXES").

         (e)      For purposes of this Agreement,

                  (i)      "CONTRACT" means any contract, license, lease
                           (including any lease for real property), commitment,
                           purchase order or any other agreement, whether
                           written or oral, relating to the Business;

                  (ii)     "GAAP" means U.S. generally accepted accounting
                           principles, consistently applied.

                  (iii)    "INDEBTEDNESS" means with respect to any Person, at
                           any date, without duplication, (A) all obligations of
                           such Person for borrowed money, including, without
                           limitation, all principal, interest, premiums, fees,
                           expenses, overdrafts and penalties with respect
                           thereto, (B) all obligations of such Person evidenced
                           by bonds, debentures, notes or other similar
                           instruments, (C) all obligations of such Person to
                           pay the deferred purchase price of the property or
                           services, except trade payables incurred in the
                           ordinary course of business, (D) all obligations of
                           such Person to reimburse any bank or other Person in
                           respect of amounts paid under a letter of credit or
                           similar instrument, (E) all capitalized lease
                           obligations as defined in accordance with GAAP, (F)
                           all other obligations of a Person which would be
                           required to be shown as indebtedness on a balance
                           sheet of such Person prepared in accordance with
                           GAAP, and (G) all indebtedness of any other Person of
                           the type referred to in clauses (A) to (F) above
                           directly or indirectly guaranteed by such Person or
                           secured by any assets of such Person;

                  (iv)     "INTELLECTUAL PROPERTY RIGHT" means any trademark,
                           service mark, trade name, invention, patent, trade
                           secret, copyright, know-how, proprietary computer
                           software, computer databases, Internet addresses or
                           domain names (including any registrations or
                           applications for registration or renewal of any of
                           the foregoing) or any other similar type of
                           proprietary intellectual property right, in each case
                           which is used or held for use or otherwise necessary
                           in connection with the conduct of the Business;

                  (v)      "PERMIT" means any governmental or regulatory
                           license, authorization permit, franchise consent or
                           approval which is obtained in connection with the
                           conduct of the Business;

                  (vi)     "PERSON" means an individual, corporation,
                           partnership, limited liability company, association,
                           trust or other entity or organization, including a


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                           government or political subdivision or an agency or
                           instrumentality thereof;

                  (vii)    "TAXES" means (A) any net income, alternative or
                           add-on minimum tax, gross income, gross receipts,
                           sales, use, ad valorem, value added, transfer,
                           franchise, profits, license, withholding on amounts
                           paid to or by Seller, payroll, employment, excise,
                           severance, stamp, occupation, premium, property,
                           environmental or windfall profit tax, custom, duty or
                           other tax, governmental fee or other like assessment
                           or charge of any kind whatsoever, together with any
                           interest, penalty, addition to tax or additional
                           amount imposed by any Taxing Authority in connection
                           with the conduct of the Business, (B) any liability
                           of Seller for the payment of any amounts of any of
                           the foregoing types as a result of being a member of
                           an affiliated, consolidated, combined or unitary
                           group, or being a party to any agreement or
                           arrangement whereby liability of Seller for payment
                           of such amounts was determined or taken into account
                           with reference to the liability of any other Person,
                           and (C) any liability of Seller for the payment of
                           any amounts as a result of being a party to any
                           tax-sharing agreements in connection with the conduct
                           of the Business or with respect to the payment of any
                           amounts of any of the foregoing types as a result of
                           any express or implied obligation to indemnify any
                           other Person; and

                  (viii)   "TAXING AUTHORITY" means any Governmental Authority
                           (as defined below) responsible for the imposition of
                           any Tax.

2.       PRICE AND PAYMENT.

         (a)      In consideration for the Transfer by Seller to Buyer of the
                  Assets in accordance with this Agreement, Buyer will deliver
                  to Seller consideration in an aggregate amount of
                  $10,000,000.00 (the "CONSIDERATION") to be held by Media on
                  behalf of itself, NYLP, and NLP IP, which will consist of the
                  following:

                  (i)      $7,500,000.00, payable by wire transfer to an account
                           designated by Seller (the "CASH COMPONENT"); and

                  (ii)     $2,500,000 principal amount of Preferred Units of
                           Buyer, as more particularly set forth in the Limited
                           Liability Company Agreement of Buyer, dated as of
                           March 28, 2000.

                  The      parties understand that Media's Capital Account (as
                           defined in the Limited Liability Company Agreement of
                           Buyer, dated as of March 28, 2000) will be determined
                           to be zero on the date hereof.

         (b)      As soon as reasonably practicable after the date of this
                  Agreement, Seller will deliver to Buyer the following: (i)
                  assignments of any copyrights related to the Business in form
                  for recording in the United States Copyright Office; (ii)
                  assignments of any trademarks or patents related to the
                  Business in form for recording in the United States Patent and
                  Trademark Office; (iii) a bill of sale 

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                  executed by Seller, in form satisfactory to Buyer; (iv) such
                  duly executed, good and sufficient instruments of conveyance,
                  transfer and assignment, other than a bill of sale, as will be
                  reasonably required by Buyer and its counsel and as will be
                  necessary to convey to Buyer all of Seller's rights, title and
                  interests in and to the Assets (the "OTHER INSTRUMENTS"), if
                  any; and (v) all other documents, instruments and writings
                  necessary to consummate the transaction contemplated hereby or
                  expressly required to be delivered by Seller in accordance
                  with this Agreement.

         (c)      As a condition to Seller entering into this Agreement, Buyer
                  will deliver to Seller and the following: (i) the Cash
                  Component, by wire transfer; (ii) a copy of the Limited
                  Liability Company Agreement of Buyer, dated as of March 28,
                  2000; (iii) a bill of sale executed by Buyer; and (iv) all
                  other documents, instruments and writings (including, if
                  necessary, the Other Instruments) necessary to consummate the
                  transactions contemplated hereby or expressly required to be
                  delivered by Buyer in accordance with this Agreement.

         (d)      For purposes of determining Buyer's Tax basis in the Assets
                  and gain or loss recognized by Seller with respect to the sale
                  of the Assets to Buyer, Buyer and Seller will allocate the
                  Consideration among the Assets according to the fair market
                  value thereof and in accordance with Section 1060 of the Code
                  and as otherwise agreed upon by the parties promptly after the
                  execution of this Agreement. The parties will file all Tax
                  returns and related forms (including, without limitation, Form
                  8594) in accordance with the provisions of this Section 2(d)
                  and will not make any inconsistent written statement or take
                  any inconsistent position on any Tax returns, in any refund
                  claim, or during the course of any IRS or other tax audit.
                  Each party will notify the other party if it receives notice
                  that the IRS proposes any allocation that is different from
                  the allocation agreed upon under this Section 2(d).

         (e)      On and after the date of this Agreement, Seller will
                  discontinue all use of the names "The Daily Deal" and
                  "Corporate Control Alert" for any services or products.

3.       SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants
         to Buyer as follows:

         (a)      Each Seller is a corporation duly organized, validly existing
                  and in good standing under the laws of the State of Delaware
                  and has all requisite corporate power to own, lease and
                  operate all of the property owned, leased or operated by it in
                  connection with the conduct of the Business and to carry on
                  the operations of the Business as now being conducted.

         (b)      Each Seller is duly qualified or licensed to do business and
                  is in good standing in each jurisdiction in which the property
                  owned, lease or operated by it in connection with the conduct
                  of the Business or the nature of the business 

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                  conducted by it relating to the Business makes such licensing
                  or qualification necessary.

         (c)      Each Seller has all requisite power and authority to execute
                  and deliver this Agreement and those other agreements and
                  instruments required to be executed or delivered under this
                  Agreement, and to perform its obligations hereunder, and this
                  Agreement has been duly executed and delivered by each Seller
                  and constitutes, assuming due authorization, execution and
                  delivery of this Agreement by Buyer, and any other agreements
                  to be executed and delivered by Buyer pursuant hereto, when
                  fully executed and delivered, will constitute, a valid and
                  binding obligation of each Seller enforceable against it in
                  accordance with their terms, except to the extent that
                  enforcement thereof may be subject to (x) applicable
                  bankruptcy, insolvency, reorganization, moratorium, fraudulent
                  conveyance and similar laws now or hereafter affecting
                  creditors' rights generally and (y) general principles of
                  equity (regardless of whether enforceability is considered in
                  a proceeding at law or in equity).

         (d)      Neither the execution and delivery by each Seller of this
                  Agreement nor the performance by each Seller of its
                  obligations hereunder will (i) conflict with or result in any
                  breach of any provision of the Certificate of Incorporation or
                  Bylaws of any Seller; (ii) result in (with or without the
                  giving of notice or lapse of time or both) a material
                  violation or breach of, or constitute a default or give rise
                  to any right of termination, cancellation or acceleration
                  under any of the terms, conditions or provisions of any
                  Indebtedness, license, lease or Contract or similar instrument
                  or obligation to which any Seller, or by which any of the
                  Assets, may be bound; or (iii) violate any order, injunction,
                  decree, statute, rule or regulation of any federal, state,
                  local or foreign governmental entity or municipality or
                  subdivision thereof or court, tribunal, commission, board,
                  bureau, agency or legislative, executive, governmental or
                  regulatory authority or agency (a "GOVERNMENTAL AUTHORITY") to
                  which any Seller or the Business is subject.

         (e)      Each Seller owns the Assets and has and will deliver to Buyer,
                  good, valid and marketable title to, all of the Assets, in
                  each case, free and clear of all mortgages, pledges, security
                  interests, liens (including tax liens), charges, options or
                  other encumbrances of any nature whatsoever (collectively,
                  "LIENS").

         (f)      Schedule 3(f) contains a complete and accurate list of all of
                  the Intellectual Property Rights of each Seller.

         (g)      Schedule 3(g) contains a complete and accurate list of all the
                  Contracts to which Seller is party that provides for aggregate
                  payment to or by Seller of $5,000 or more.

4.       BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants
         to as follows:

         (a)      Buyer is a limited liability company duly organized, validly
                  existing and in good standing under the laws of the state of
                  Delaware.


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         (b)      Buyer has all requisite power and authority to execute and
                  deliver this Agreement and to perform its obligations
                  hereunder. This Agreement has been duly executed and delivered
                  by Buyer and constitutes, assuming due authorization,
                  execution and delivery of this Agreement by Seller and any
                  other agreements to be executed by Seller pursuant hereto,
                  when fully executed and delivered, will constitute a valid and
                  binding obligation of Buyer, enforceable against Buyer in
                  accordance with their terms, except to the extent that
                  enforcement thereof may be subject to (x) applicable
                  bankruptcy, insolvency, reorganization, moratorium, fraudulent
                  conveyance and similar laws now or hereafter affecting the
                  enforcement of creditors' rights generally and (y) general
                  principles of equity (regardless of whether enforceability is
                  considered in a proceeding at law or in equity).

         (c)      Neither the execution and delivery by Buyer of this nor the
                  performance by Buyer of its obligations hereunder will (i)
                  conflict with or result in any breach of any provision of the
                  Certificate of Formation or Limited Liability Company
                  Agreement of Buyer or (ii) violate any order, injunction,
                  decree, statute, rule or regulation of any Governmental
                  Authority to which Buyer is subject.

5.       INDEMNIFICATION.

         (a)      The representations and warranties of the parties contained
                  herein or in any signed writing delivered in connection with
                  this Agreement will survive for a period of 3 years after the
                  execution of this Agreement.

         (b)      Seller will indemnify Buyer and its employees, officers,
                  directors, agents and representatives, in their capacities as
                  such, and the successors, heirs and personal representatives
                  of any of them (collectively, the "BUYER INDEMNIFIED PARTIES")
                  against and hold them harmless from any and all damage, loss,
                  liability and expense (including, without limitation,
                  reasonable expenses of investigation and attorneys' fees and
                  expenses) (collectively "LOSS") incurred or suffered by any
                  Buyer Indemnified Party arising out of or relating to (i) any
                  breach of any representation, warranty, covenant or other
                  agreement of Seller contained herein, (ii) any Retained
                  Liabilities, (iii) any Retained Taxes or (iv) any alleged,
                  claimed or established negligence or breach of Seller (or any
                  of its affiliates or predecessors or any of the respective
                  officers, directors, agents, consultants or employees of
                  Seller or any of its affiliates or predecessors) with respect
                  to the performance by such parties of services, Contracts,
                  agreements, policies or similar undertakings on or prior to
                  the execution of this Agreement.

         (c)      Buyer will indemnify Seller and its employees, officers,
                  directors, agents and representatives, in their respective
                  capacities as such, and the successors, heirs and personal
                  representatives of any of them (collectively, the "SELLER
                  INDEMNIFIED PARTIES") against and hold them harmless from any
                  and all Loss incurred or suffered by any Seller Indemnified
                  Party arising out of or relating to (i) any breach of any
                  representation, warranty, covenant or other agreement of Buyer
                  contained herein or (ii) any Assumed Liabilities.


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         (d)      A Person seeking indemnification pursuant to Sections 5(b) and
                  5(c) (an "INDEMNIFIED PARTY") with respect to a claim, action
                  or proceeding by a Person who is not a Buyer Indemnified Party
                  or a Seller Indemnified Party will give prompt written notice
                  to the party from whom such indemnification is sought (the
                  "INDEMNIFYING PARTY") of the assertion of any claim, or the
                  commencement of any action or proceeding, in respect of which
                  indemnity may be sought hereunder; provided that the failure
                  to give such notice will not affect the Indemnified Party's
                  rights to indemnification hereunder, unless such failure would
                  prejudice in any material respect the Indemnifying Party's
                  ability to defend such claim, action or proceeding. The
                  Indemnifying Party will have the right to assume the defense
                  of any such action or proceeding at its expense, provided that
                  (x) in the reasonable judgment of the Indemnified Party, the
                  Indemnifying Party has adequate resources to undertake such
                  defense and satisfy any indemnifiable Loss arising from such
                  action or proceeding and (y) the selection of counsel is
                  approved by the Indemnified Party (which approval will not be
                  unreasonably withheld or delayed). If the Indemnified Party so
                  determines that the Indemnifying Party does not have adequate
                  resources, or the Indemnifying Party does not elect to assume
                  the defense of any such action or proceeding, or fails to make
                  such an election within 20 days after it receives such notice
                  pursuant to the first sentence of this Section 5(d), the
                  Indemnified Party may assume such defense at the expense of
                  the Indemnifying Party. The Indemnified Party will have the
                  right to participate in (but not control) the defense of an
                  action or proceeding defended by the Indemnifying Party
                  hereunder and to retain its own counsel in connection with
                  such action or proceeding, but the fees and expenses of such
                  counsel will be at the Indemnified Party's expense unless (i)
                  the Indemnifying Party and the Indemnified Party have mutually
                  agreed in writing to the retention of such counsel or (ii) the
                  named parties in any such action or proceeding (including
                  impleaded parties) include the Indemnifying Party and the
                  Indemnified Party, and representation of the Indemnifying
                  Party and the Indemnified Party by the same counsel would
                  create a conflict, provided that, unless otherwise agreed by
                  the Indemnifying Party, if the Indemnifying Party is obligated
                  to pay the fees and expenses of such counsel, the Indemnifying
                  Party will be obligated to pay only the fees and expenses
                  associated with one attorney or law firm, as applicable, for
                  the Indemnified Party. An Indemnifying Party will not be
                  liable under Sections 5(b) or 5(c) for any settlement effected
                  without its written consent, which consent will not be
                  unreasonably withheld or delayed, of any claim, action or
                  proceeding in respect of which indemnity may be sought
                  hereunder.

6.       FURTHER ASSURANCES BY SELLER. Seller will execute such additional
         documents as Buyer may reasonably request to vest or confirm the
         vesting in Buyer of all of the Assets and title thereto.

7.       AMENDMENT. This Agreement may be amended only by an instrument in
         writing signed by Seller and Buyer.


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8.       FEES AND EXPENSES. All fees and expenses incurred in connection with
         this Agreement and the transactions contemplated by this will be paid
         by the party incurring such fees or expenses, whether or not the
         transactions contemplated hereby are consummated.

9.       SELLER'S KNOWLEDGE. All references to the "Seller's knowledge" or to
         words of similar import will be deemed to be references to the actual
         knowledge of one or more of the officers or directors of Seller.

10.      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws of the State of New York, without regard to
         its conflict of law rules, principles or provisions of such state or of
         any other state. The sole jurisdiction and venue for any litigation
         arising out of this Agreement will be an appropriate federal or
         district court located in the State of New York, and each party hereby
         consents to such jurisdiction. Each party agrees not to raise and
         waives any objection to or defense based on the venue of any such court
         or forum non conveniens.

11.      WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
         WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,
         CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN
         EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
         TRANSACTIONS CONTEMPLATED HEREBY.

12.      SECTION HEADINGS. Section headings are for convenient reference only
         and will not affect the meaning or have any bearing on the
         interpretation of any provision of this Agreement.

13.      ENTIRE AGREEMENT. This Agreement, together with any other documents
         referred to herein or delivered pursuant hereto that form a part
         hereof, constitute the entire agreement between the parties hereto with
         respect to the subject matter hereof and supersede all other prior
         agreements and understandings, both written and oral, between the
         parties or either of them with respect to the subject matter hereof.

14.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which will be deemed an original, but all of
         which will constitute one and the same instrument.

15.      EFFECTIVE TIME. Notwithstanding anything to the contrary contained in
         this Agreement, this Agreement will be deemed to be effective for all
         accounting, tax and other purposes as of 12:00 a.m. on April 1, 2000
         (such date and time, the "EFFECTIVE TIME").


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                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the 28th day of March, 2000.

                                AMERICAN LAWYER MEDIA, INC.


                                By:                                         
                                      --------------------------------------
                                      Name:
                                      Title:



                                THE NEW YORK LAW PUBLISHING COMPANY


                                By:                                         
                                      --------------------------------------
                                      Name:
                                      Title:


                                NLP IP COMPANY


                                By:                                         
                                      --------------------------------------
                                      Name:
                                      Title:


                                TDD, L.L.C.


                                By:                                         
                                      --------------------------------------
                                      Name:
                                      Title:


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                                SCHEDULE 1(c)(i)

                                 EXCLUDED ASSETS

1.       Accounts receivable (including billed and unbilled) of Seller from the
         conduct of the Business.



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                              SCHEDULE 1(c)(ii)(a)

                              RETAINED LIABILITIES

1.       Accounts payable and accrued expenses arising prior to the Effective
         Time.


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                              SCHEDULE 1(c)(ii)(b)

                               ASSUMED LIABILITIES

1.       All liabilities arising at or after the Effective Time.

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                                  SCHEDULE 3(f)

                          INTELLECTUAL PROPERTY RIGHTS

         (a)      Federal Trademark Registrations


MARK REGISTRATION # REGISTRATION DATE CLASS ---- -------------- ----------------- ----- Corporate Control Alert 1,349,248 7/16/85 16
(b) Federal Pending Applications
MARK SERIAL # ---- -------- The Daily Deal 75/667,660 Post Mortem 75/883,646 Deal Diary 75/882,416 Suits and Ladders 75/883,648 Scoreboard 75/822,266
(c) Copyright Copyright in and to each of the following publications: Corporate Control Alert The Daily Deal 14 15 SCHEDULE 3(g) CONTRACTS 1. E-mail Services Agreement between American Lawyer Media, Inc. ("ALM") and Exactis.com (unsigned and undated). 2. Reuters Services Contract between ALM and Reuters NewMedia, Inc. dated December 21, 1999. 3. Master Service Agreement between ALM and Focal Communications Corporation of New York dated July 8, 1999. 4. Subscription Agreement between ALM and Dow Jones & Company dated as of August 18, 1999. 5. Bridge Agreement between ALM and Bridge Information Systems America, Inc. dated October 28, 1999, as amended. 15