{"id":43291,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-e-stamp-corp-and-stamps-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-e-stamp-corp-and-stamps-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-e-stamp-corp-and-stamps-com-inc.html","title":{"rendered":"Asset Purchase Agreement – E-Stamp Corp. and Stamps.com Inc."},"content":{"rendered":" _______________________________________________________\n\n ASSET PURCHASE AGREEMENT\n\n by and between\n\n E-STAMP CORPORATION\n\n and\n\n STAMPS.COM INC.\n\n as of\n\n April 27, 2001\n\n _______________________________________________________\n \n\n \n TABLE OF CONTENTS\n\n Page\n\nSECTION 1. DEFINITIONS............................................... 1\n (a) \"Affiliate\".......................................... 1\n (b) \"Associate\".......................................... 1\n (c) \"Confidential Information\"........................... 1\n (d) \"Closing\"............................................ 2\n (e) \"Closing Date\"....................................... 2\n (f) \"Domain Names\"....................................... 2\n (g) \"E-Stamp Internet Postage Technology\"................ 2\n (h) \"IBIP\"............................................... 2\n (i) \"IBIP Open Metering System\".......................... 2\n (j) \"IBIP Vendors\"....................................... 2\n (k) \"IP Assets\".......................................... 2\n (l) \"Knowledge,\" \"known to\".............................. 3\n (m) \"Lahoti Litigation\".................................. 3\n (n) \"Loss\" or \"Losses\"................................... 3\n (o) \"Material Adverse Change\" and \"Material Adverse \n Effect\"............................................ 3\n (p) \"Party\" or \"Parties\"................................. 3\n (q) \"Patent Portfolio\"................................... 3\n (r) \"Seller's Shipping and Logistics Business\"........... 3\n (s) \"Solvent\"............................................ 4\n (t) \"Trademarks\"......................................... 4\nSECTION 2. SALE OF ASSETS............................................ 4\nSECTION 3. CONSIDERATION FOR TRANSFER AND ASSIGNMENT OF \n THE IP ASSETS............................................. 4 \n 3.1 Purchase Price............................................ 4\nSECTION 4. TRANSITION PERIODS; LICENSES BACK TO SELLER............... 5\n 4.1 Domain Names IP Addresses................................. 5\n 4.2 IP License Back........................................... 5\n 4.3 Patent Portfolio License Back............................. 5\nSECTION 5. MUTUAL RELEASES; COVENANTS NOT TO SUE..................... 6\n 5.1 Mutual Releases........................................... 6\n\n -i-\n\n \n TABLE OF CONTENTS\n (continued)\n\n Page\n\n 5.2 Seller's Covenant Not to Sue Buyer........................ 7\n 5.3 Buyer's Covenants Not to Sue Seller....................... 7\n 5.4 Covenants Not Assignable; Termination of Covenants........ 7\nSECTION 6. REPRESENTATIONS AND WARRANTIES OF SELLER.................. 8\n 6.1 Organization and Qualification............................ 8\n 6.2 Authority Relative to this Agreement...................... 8\n 6.3 No Conflicts.............................................. 9\n 6.4 IP Assets................................................. 9\n 6.5 No Consent Required....................................... 10\n 6.6 Solvency.................................................. 10\n 6.7 Release of Lien........................................... 11\n 6.8 No Losses................................................. 11\n 6.9 Neopost Agreement......................................... 11\n 6.10 Disclaimer of Warranties.................................. 11\nSECTION 7. REPRESENTATIONS AND WARRANTIES OF BUYER................... 11\n 7.1 Organization and Qualification............................ 11\n 7.2 Authority Relative to this Agreement...................... 12\n 7.3 No Conflict............................................... 12\n 7.4 No Consent Required....................................... 12\nSECTION 8. COVENANTS OF THE PARTIES.................................. 13\n 8.1 Aid to Buyer by Seller.................................... 13\n 8.2 Aid to Buyer by Inventors................................. 13\n 8.3 Buyer's Representation by Seller's Intellectual Property \n Counsel................................................... 13\n 8.4 No Interference with Domain Names......................... 13\nSECTION 9. CONDITIONS TO CLOSING..................................... 14\n 9.1 Conditions to Obligations of Buyer........................ 14\n (a) Representations and Warranties........................ 14\n (b) Performance........................................... 14\n (c) No Injunctions or Regulatory Restraints; Illegality... 14\n (d) Third Party Consents.................................. 14\n (e) No Material Adverse Change............................ 14\n\n -ii-\n\n \n TABLE OF CONTENTS\n (continued)\n\n Page\n\n (f) Seller IP Assets...................................... 14\n (g) Assignment of Intellectual Property................... 14\n 9.2 Conditions to Obligations of Seller....................... 15\n (a) Representations and Warranties........................ 15\n (b) Performance........................................... 15\n (c) No Injunctions or Regulatory Restraints; Illegality... 15\nSECTION 10 THE CLOSING............................................... 15\n 10.1 The Closing............................................... 15\n 10.2 Seller Deliveries......................................... 15\n (a) Assignments........................................... 15\n (b) Domain Name Transfers................................. 15\n (c) Consents.............................................. 15\n (d) Limitation on Documentation........................... 15\n 10.3 Buyer Delivery............................................ 16\n (a) Consideration......................................... 16\nSECTION 11 SURVIVAL OF REPRESENTATIONS, WARRANTIES, \n COVENANTS AND AGREEMENTS.................................. 16 \nSECTION 12 INDEMNIFICATION........................................... 16\n 12.1 Agreements to Indemnify................................... 16\n (a) Seller Indemnity...................................... 16\n (b) Buyer Indemnity....................................... 17\n (c) Indemnification Threshold............................. 17\n (d) Subrogation........................................... 17\n 12.2 Conditions of Indemnification............................. 17\n (a) Notice................................................ 17\n (b) Failure to Assume Defense............................. 18\n (c) Claim Adverse to Indemnifying Party................... 18\n (d) Cooperation........................................... 18\n (e) Nonassignability...................................... 18\n 12.3 Remedies.................................................. 18\nSECTION 13 ADDITIONAL AGREEMENTS..................................... 18\n\n -iii-\n\n \n TABLE OF CONTENTS\n (continued)\n\n Page\n\n 13.1 Confidentiality........................................... 18\n 13.2 Press Release............................................. 19\n 13.3 Lahoti Litigation......................................... 20\n 13.4 Payment of Expenses....................................... 20\n 13.5 Sales, Transfer and Use Taxes............................. 20\n 13.6 Information Relating to Taxes............................. 20\n 13.7 Further Assurances........................................ 20\n 13.8 No Default................................................ 21\nSECTION 14 TERM AND TERMINATION...................................... 21\n 14.1 Termination of the Agreement.............................. 21\n 14.2 Insolvency................................................ 21\n 14.3 Effect of Termination of the Agreement.................... 22\nSECTION 15 GENERAL PROVISIONS........................................ 22\n 15.1 Amendment and Waiver...................................... 22\n 15.2 Delays or Omissions....................................... 22\n 15.3 Assignment: Binding Upon Successors and Assigns........... 22\n 15.4 Limitation of Liabilities................................. 23\n 15.5 Notices................................................... 23\n 15.6 Incorporation of Schedules and Exhibits................... 24\n 15.7 Affiliates................................................ 24\n 15.8 Independent Contractors................................... 24\n 15.9 Captions.................................................. 24\n 15.10 Severability.............................................. 24\n 15.11 Governing Law; Exclusive Jurisdiction and Venue........... 24\n 15.12 Counterparts.............................................. 25\n 15.13 Attorneys' Fees........................................... 25\n 15.14 Joint Work Product........................................ 25\n 15.15 No Third Party Beneficiaries.............................. 25\n 15.16 Further Assurances........................................ 25\n 15.17 Entire Agreement.......................................... 25\n 15.18 Delivery by Facsimile..................................... 25\n\n -iv-\n\n \n TABLE OF CONTENTS\n (continued)\n\n Page\n\nSCHEDULE A Domain Names.............................................. 28\nSCHEDULE B IBIP Venders.............................................. 30\nSCHEDULE C Patent Portfolio.......................................... 31\nSCHEDULE D Trademarks................................................ 36\nExhibit A-1 TRADEMARK ASSIGNMENT...................................... 1\nExhibit A-2 PATENT ASSIGNMENT......................................... 3\nExhibit A-3 DOMAIN NAME ASSIGNMENT.................................... 7\nExhibit A-4 DEED OF ASSIGNMENT........................................ 10\nExhibit A-5 CANADIAN DESIGN REGISTRATION ASSIGNMENT................... 12\nExhibit A-6 UBERTRAGUNGSERKLARUNG - DECLARATION OF ASSIGNMENT......... 13\nExhibit A-7 ASSIGNMENT................................................ 15\nExhibit A-8 JAPANESE PATENT ASSIGNMENT................................ 16\nExhibit A-9 MEXICAN PATENT ASSIGNMENT................................. 17\nExhibit A-10 [***]*.................................................... 19\n\n\n\n\n\n\n\n-------------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -v-\n\n \n ASSET PURCHASE AGREEMENT\n ------------------------\n\n THIS ASSET PURCHASE AGREEMENT (the \"Agreement\") is entered into as of April\n27, 2001, by and among E-Stamp Corporation, a Delaware corporation with its\nprincipal place of business at 2051 Stierlin Court, Mountain View, California\n94043 as seller and assignor (\"Seller\"), in favor of Stamps.com Inc., a Delaware\ncorporation with its principal place of business at 3420 Ocean Park Boulevard,\nSuite 1040, Santa Monica, California 90405, as buyer and assignee (\"Buyer\").\n\n R E C I T A L S\n ---------------\n\n 1. Seller has been engaged in, among other things, the business of\ndeveloping and marketing Internet postage products and services and has\nannounced its intention to withdraw from such business (the \"Internet Postage\nBusiness\") in order to concentrate on Seller's Shipping and Logistics Business\n(defined below), among other things;\n\n 2. Buyer is engaged in, among other things, the Internet Postage Business\nand desires to acquire Seller's IP Assets (as defined below) related to the\nInternet Postage Business on the terms and conditions provided herein and Seller\ndesires to sell and wholly assign the IP Assets to Buyer on the terms and\nconditions provided herein.\n\n Accordingly, in consideration of the foregoing premises and the mutual\ncovenants and agreements contained herein, the receipt and sufficiency of which\nis hereby acknowledged, Buyer and Seller agree as follows:\n\n A G R E E M E N T\n -----------------\n\nSECTION 1. DEFINITIONS.\n ----------- \n\n (a) \"Affiliate\" means any person, partnership, joint venture,\ncorporation or other form of enterprise, domestic or foreign, including but not\nlimited to parents and subsidiaries, which now or in the future directly or\nindirectly controls, is controlled by, or is under common control with, the\nsubject Party.\n\n (b) \"Associate\" means, with regard to a particular Party, each of\nsuch Party's present and former directors, officers, employees, agents and\nrepresentatives.\n\n (c) \"Confidential Information\" means any information disclosed by\na Party hereto (the \"Disclosing Party\") to the other Party (the \"Receiving\nParty\"), either directly or indirectly, in writing, orally or by inspection of\ntangible objects (including without limitation documents, prototypes, samples\nand equipment), which is designated as \"Confidential,\" \"Proprietary\" or some\nsimilar designation within five (5) days of its disclosure to the Recipient;\nprovided, however, that any information that constitutes or relates to the IP\nAssets, or that relates to either Party's product and business plans and\nstrategies, including, without limitation, proposed orders and pricing, shall be\ndeemed to be Confidential Information, whether or not so designated. Information\ncommunicated orally shall be considered Confidential Information if such\ninformation is designated, in writing, as being confidential or proprietary\nwithin five (5) days after the initial disclosure and, in any event, is reduced\nto or summarized in writing and confirmed to Receiving Party as being\n\n \nConfidential Information within five (5) days of the initial disclosure (except\nthat any information relating to the IP Assets, or either Party's product and\nbusiness plans and strategies, shall be deemed to be Confidential Information\nwhether or not so reduced to or summarized in writing); provided however that\nConfidential Information shall be limited by the provisions of Section 13.1\nherein.\n\n (d) \"Closing\" has the meaning set forth in Section 10.1 hereof.\n\n (e) \"Closing Date\" has the meaning set forth in Section 10.1\nhereof.\n\n (f) \"Domain Names\" means all Internet domain names registered to\nSeller that include the sequential letters \"stamp,\" \"post\" and\/or \"mail,\"\nincluding, without limitation, those domain names listed on Schedule A attached\n ----------\nhereto and also including any and all domain names at issue in the Lahoti\nLitigation. \"Domain Names\" shall also be deemed to include (i) all goodwill\nassociated therewith and inhering therein, (ii) originals of all files,\ncorrespondence and other records relating to or reflecting Seller's registration\nof the Domain Names or any and all right and interest therein, (iii) all claims\nof Seller against any third parties relating to the Domain Names and all\ndocumentation and records relating to such claims, (iv) any and all intellectual\nproperty and any other proprietary rights associated therewith existing at any\ntime under the laws of any jurisdiction anywhere in the world, including,\nwithout limitation, any trademark, service mark, trade name, brand name and\/or\ncopyright rights relating thereto, all registration and pending applications to\nregister such rights, together with all such rights inhering in or protecting\nnames and marks derivative of or similar to the Domain Names and the right to\nregister any of the foregoing anywhere in the world, and (v) any and all rights\nof Seller pertaining to the Domain Names arising under its agreements with any\nand all domain name registrars, including without limitation Network Solutions,\nInc.\n\n (g) \"E-Stamp Internet Postage Technology\" means Seller's Internet-\nbased IBIP Open Metering System known as \"PC Postage(TM)\" as it existed on\nDecember 31, 2000 (the \"Current E-Stamp System\") and each derivative work of the\nCurrent E-Stamp system, created after the Closing Date, that (i) constitute IBIP\nOpen Metering Systems; and (ii) have substantially similar functionality to the\nCurrent E-Stamp System, including, without limitation, the use of a secure\nhardware device, external to a PC, for the storage of postage value.\n\n (h) \"IBIP\" means the United States Postal Service (\"USPS\")\nInformation-Based Indicia Program.\n\n (i) \"IBIP Open Metering System\" means any metering system approved\nby the USPS that utilizes a general-purpose computer and a general-purpose\nprinter which are not dedicated solely to the printing of indicia indicating\npostage value.\n\n (j) \"IBIP Vendors\" means those entities listed on Schedule B,\n ----------\nhereto and any other entities that as of the Closing Date of this Agreement have\nsought or received USPS regulatory approval to offer products or services under\nIBIP.\n\n (k) \"IP Assets\" has the meaning set forth in Section 2 hereof.\n\n -2-\n\n \n (l) \"Knowledge,\" \"known to\" and similar phrases mean with regard\nto a Party the actual knowledge of the current directors and executive officers\n of the Party with regard to the referenced subject matter.\n\n (m) \"Lahoti Litigation\" means the action styled E-Stamp\n -------\nCorporation vs. Dave Lahoti, Case No. CV-99-9287 (GAF)(MANx) pending in the\n---------------------------\nUnited States District Court for the Central District of California, including\nany and all appeals thereof.\n\n (n) \"Loss\" or \"Losses\" means with regard to a particular subject\nmatter any and all claims, liens, demands, causes of action, obligations,\ndamages, liabilities, attorneys' fees, costs and expenses, known or unknown or\nof any claim, default or assessment.\n\n (o) \"Material Adverse Change\" and \"Material Adverse Effect\" mean\nwith regard to the IP Assets any changes that create a material adverse change\nin the right, title, value or enforceability of the IP Assets, taken as a whole,\nprovided, however, that none of the following shall, alone or together,\nconstitute Material Adverse Changes to or have a Material Adverse Effect on the\nIP Assets: (i) non-final office actions by relevant governmental authorities in\napplications for US or foreign patents rejecting or objecting to the substance\nor form of the application for such patent; and (ii) non-final office actions by\nrelevant governmental authorities in registration for trademarks rejecting or\nobjecting to the registration of the marks covered by such applications or\nregistrations based upon form or substance.\n\n (p) \"Party\" or \"Parties\" means Seller or Buyer, or both, as the\ncase may be.\n\n (q) \"Patent Portfolio\" means all pending or issued patents or\npatent applications of Seller pertaining to the Internet Postage Business,\nincluding without limitation all patents and patent applications listed on\nSchedule C hereto, all patents issuing thereon and all continuations,\n---------- \ncontinuations-in-part, divisionals, continuing prosecution applications,\nreexaminations, reissues, extensions or foreign counterparts of any of the\nforegoing. The \"Patent Portfolio\" shall further include, without limitation (i)\nthe right to all causes of action (either in law or in equity) and the right to\nsue, counterclaim, and recover for past, present and future infringement of, the\nentire Patent Portfolio and any portion thereof, in the United States and\nthroughout the world, subject to Section 5 below; and (ii) the right to claim\npriority to any patent or application in the Patent Portfolio to the maximum\nextent permitted by law; (iii) those inventions of Seller pertaining to the\nInternet Postage Business which were disclosed to Fulbright & Jaworski L.L.P. or\nany other patent counsel to Seller on or before the Closing Date; and (iv) any\nfile histories, research documentation, inventors' notebooks, and invention\ndisclosure statements related to the patents, patent applications and inventions\nset forth in this Section 1(q).\n\n (r) \"Seller's Shipping and Logistics Business\" means Seller's\npast, current and future activities in the areas of supply chain management,\nmulti-carrier shipping and internal receiving and distribution, including,\nwithout limitation, the following products of Seller: e-Warehouse(TM),\nDigitalShipper(TM) Enterprise and e-Receive(TM) Internal Delivery System;\nprovided, however that Seller's Shipping and Logistics Business expressly\nexcludes any products, services, and\/or technology contained within the Current\nE-Stamp System.\n\n -3-\n\n \n (s) \"Solvent\" means with regard to a Party and on a particular date\nthat, at fair valuation, the Party's assets are equal to or greater than the sum\nof all of the Party's debts on such date, and that the Party is generally paying\nsuch Party's debts as such debts become due unless such debts are the subject of\na bona fide dispute, and \"Insolvent\" shall mean that the foregoing is not true\nwith regard to a Party on the particular date.\n\n (t) \"Trademarks\" means the trademarks, service marks, trade names,\nbrand names, logos, slogans and trade references, in each case whether\nregistered, under application or otherwise, owned by Seller that include the\nsequential letters \"stamp,\" \"post\" and\/or \"mail,\" including without limitation \nthose described on Schedule D attached hereto, together with (i) any licenses\n ----------\nwith respect thereto; (ii) the goodwill and the business appurtenant thereto;\n(iii) any rights, claims or chose in action, related to or deriving from any of\nthe foregoing; and (iv) any file histories, correspondence, application\ndocuments, search reports, documents concerning the prosecution history,\nenforcement or maintenance of rights, or restrictions on use, with respect to\nthe trademarks, service marks, trade names, brand names, logos, slogans and\ntrade references set forth in this Section 1(t), including without limitation\nany such documents with respect to applications or registrations abandoned on or\nbefore the Closing Date.\n\nSECTION 2. SALE OF ASSETS.\n -------------- \n\n Upon the terms and subject to the conditions set forth in this Agreement,\non the Closing Date (as defined below), Seller shall sell, convey, assign,\ngrant, transfer, set over and deliver to Buyer, free and clear of all liens,\nmortgages, pledges, security interests, restrictions on title, prior assignments\nand claims of ownership or property interest of every kind, nature or character\n(\"Liens\"), and Buyer shall purchase, acquire and receive from Seller, Seller's\nentire right, title and interest, in and to the Patent Portfolio, Trademarks and\nDomain Names (collectively, the \"IP Assets\").\n\nSECTION 3. CONSIDERATION FOR TRANSFER AND ASSIGNMENT OF THE IP ASSETS.\n ---------------------------------------------------------- \n\n 3.1 Purchase Price. Upon the Closing, in full consideration of the\n --------------\ntransfer and assignment of the IP Assets, Buyer shall pay to Seller a one-time\namount of seven million five hundred thousand U.S. dollars ($7,500,000) at\nClosing (defined below). Upon such payment to Buyer, Seller shall be deemed to\nhave irrevocably assigned all IP Assets to Buyer. Except as expressly provided\nin this Agreement, Buyer shall have no obligation to pay Seller any further\namounts, royalties or other proceeds or payments in connection with the\nownership, use and exploitation of the IP Assets by Buyer, its Affiliates,\nassigns, licensees, customers or any other parties.\n\n (a) Notwithstanding anything else in this Agreement to the\ncontrary, Buyer shall not assume, pay, perform, or discharge, and Seller shall\nsolely retain, pay, perform and discharge, all obligations and liabilities of\nSeller relating to all Seller's businesses, including but not limited to\nSeller's Internet Postage Business, whether disclosed, undisclosed, direct,\nindirect, fixed or contingent, known or unknown, incurred in the ordinary course\nof business or otherwise. The foregoing shall not affect the obligations of\nBuyer pursuant to this Agreement, including but not limited to Buyer's\nobligations under Section 13.3.\n\n -4-\n\n \nSECTION 4. TRANSITION PERIODS; LICENSES BACK TO SELLER.\n --------------------------------------------\n\n 4.1 Domain Names IP Addresses. The Parties acknowledge that Seller may\n --------------------------\nrequire a certain transition period after the Closing Date during which the\nSeller will require the continued use of the Domain Names \"e-stamp.com\" and\n\"estamp.com\" currently used by Seller at the time of the Closing and transferred\nand assigned to Buyer pursuant to this Agreement. Accordingly, Buyer will retain\nfor Seller the existing server IP-addresses (or such other server IP-addresses\nas Seller shall specify) for the Domain Names \"e-stamp.com\" and \"estamp.com\" and\nadministrative control thereof, solely for the purposes of allowing Seller to\nwithdraw from the Internet Postage Business, through [***]*. The IP-address\n ---\nretention granted to Seller in this Section 4.1 shall expire automatically,\nwithout need for action by either Party, on [***]*. The IP-address retention\n ---\ngranted herein shall not be assignable or transferable in any manner, including\nby operation of law.\n\n 4.2 IP License Back. Further, the Parties also acknowledge that Seller\n ---------------\nmay require a certain, longer transition period after the Closing Date during\nwhich Seller may desire the continued use of the IP Assets, excluding the Domain\nNames, currently used by Seller at the time of the Closing and sold and assigned\nto Buyer pursuant to this Agreement. Accordingly, effective upon the Closing\nBuyer grants to Seller a worldwide, non-exclusive, royalty-free, fully-paid and\nlimited right and license, with no right of sublicense, in and to the IP Assets,\nbut excluding the Domain Names, solely for the purposes of allowing Seller to\nwithdraw from the Internet Postage Business. The license granted in this Section\n4.2 shall expire automatically, without need for action by either Party, on\n[***]*. For the avoidance of doubt, the Parties acknowledge that the license\n ---\ngranted herein shall not apply to any products developed by Seller after the\nClosing Date. The license granted herein shall not be assignable or transferable\nin any manner, including by operation of law. Notwithstanding the preceding to\nthe contrary, (i) Seller shall have the right to use solely for legal and\nfinancial reporting purposes the name E-Stamp Corporation until such time as\nSeller obtains the consent of its stockholders to amend Seller's certificate of\nincorporation to change its corporate name, provided that Seller shall seek such\nstockholder approval when Seller next requests stockholder consideration of any\nother proposal, but in no event later than ninety (90) days after the Closing,\nand provided, further, that Seller discontinues all use of the Trademark \"E-\nStamp\" for purposes of marketing and selling Seller's products and services\n(other than in connection with the Internet Postage Business as permitted under\nthis Section 4.2).\n\n 4.3 Patent Portfolio License Back. Further, for the sole benefit of a\n ----------------------------- \npurchaser of substantially all of the E-Stamp Internet Postage Technology, upon\nthe express condition that such purchaser is not an IBIP Vendor, effective upon\nthe Closing Date, Buyer grants to Seller a worldwide, non-exclusive, royalty-\nfree, fully-paid and limited right and license, with the right of sublicense but\nonly to end-user purchasers of postage or other services from such purchaser of\nsubstantially all of the E-Stamp Internet Postage Technology and only to the\nextent necessary to enable such end-users to utilize the portions of the E-Stamp\nInternet Postage Technology required to obtain postage and utilize such services\nprovided by such purchaser of substantially all of the E-Stamp Internet Postage\nTechnology, under the patents \n\n\n-------------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -5-\n\n \nand patent applications included within the Patent Portfolio to make, have made,\nuse, sell, offer to sell and import E-Stamp Internet Postage Technology solely\nfor the benefit of such purchaser. The license granted in this Section 4.3 shall\nexpire automatically, without need for action by any party, on [***]*. The\n ---\nlicense granted herein shall not be assignable or transferable in any manner,\nincluding by operation of law, except, as provided above, to a purchaser of\nsubstantially all of the E-Stamp Internet Postage Technology that is not an IBIP\nVendor.\n\nSECTION 5. MUTUAL RELEASES; COVENANTS NOT TO SUE.\n ------------------------------------- \n\n 5.1 Mutual Releases. Upon the Closing and subject to the limitations\n ---------------\nset forth in this Section 5.1:\n\n (a) Buyer hereby waives, releases and forever discharges Seller and\neach of Seller's Affiliates and Associates from any Losses that Buyer had, has\nor may hereafter have related to any act or omission occurring on or before the\nClosing Date which relate to any of the IP Assets or any action of Seller,\nSeller's Affiliates or Seller's Associates, or any of them, concerning the\noperation of the Internet Postage Business, including without limitation any\nclaim of infringement of any intellectual property right of Buyer.\n\n (b) Seller hereby waives, releases and forever discharges Buyer and\neach of Buyer's Affiliates and Associates from any Losses that Seller had, has\nor may hereafter have related to any act or omission occurring on or before the\nClosing Date which relate to any of the IP Assets or any action of Buyer,\nBuyer's Affiliates or Buyer's Associates, or any of them, concerning Buyer's\nbusiness operations similar to the Internet Postage Business, including without\nlimitation any claim of infringement of any intellectual property right of\nSeller.\n\n (c) Buyer and Seller each waive the provisions of California Civil\nCode Section 1542, set forth below, in connection with this Agreement and\nacknowledge that the provisions of Section 1542 do not apply to the releases in\nthis Section 5.1:\n\n A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES\n NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING\n THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS\n SETTLEMENT WITH THE DEBTOR.\n\n (d) The releases contained in this Section 5.1 shall not apply to\nany Losses that Buyer or Seller had, have or hereafter may have which arise from\nany other activities except those expressly released in Sections 5.1(a), 5.1(b)\nor 5.1(c) and shall not affect the rights and obligations of the Parties under\nthis Agreement or under any Ancillary Agreement.\n\n-------------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -6-\n\n \n 5.2 Seller's Covenant Not to Sue Buyer.\n ---------------------------------- \n\n (a) Seller hereby covenants and agrees that, effective upon the\nClosing until the fourth (4th) anniversary of the Closing Date of this\nAgreement, it will not sue Buyer for infringement of any patent now or hereafter\nowned or controlled by Seller.\n\n (b) The covenant not to sue under Section 5.2(a) shall terminate\nimmediately, without further action by any Party, if: prior to the expiration of\nthe covenant made in Section 5.2(a) Buyer initiates, voluntarily joins or\nsupports any claim raised in any suit, action or proceeding against Seller, in\nany forum, that asserts infringement by Seller (or by any other party based on\nthat party's making, sale, offer for sale, use or importation of Seller's then\nproducts or services) of any patents then owned or controlled by Buyer,\nprovided, however, (i) that if Buyer is joined involuntarily to such suit,\naction or proceeding and defends itself in connection with such joinder, or (ii)\nto the extent that Buyer responds to third-party discovery requests promulgated\nin such suit, action or proceeding between other litigants, then Buyer shall not\nthereby be deemed to have taken action which terminates Seller's covenant not to\nsue under Section 5.2(a).\n\n 5.3 Buyer's Covenants Not to Sue Seller.\n ----------------------------------- \n\n (a) Buyer hereby covenants and agrees that, effective upon the\nClosing until the fourth (4th) anniversary of the Closing Date of this\nAgreement, it will not sue Seller for infringement of any patent now or\nhereafter owned or controlled by Buyer.\n\n (b) Buyer further covenants and agrees that effective upon the\nClosing until the last expiration date of any patent or patent application\ncontained within the Patent Portfolio, that it will not sue Seller for\ninfringement of any of such patents or patent applications in connection with\n(i) Seller's Shipping and Logistics Business, or (ii) acts of Seller in\nconnection with the Internet Postage Business through the Closing Date, or (iii)\nacts of Seller authorized by Sections 4.1, 4.2 or 4.3 of this Agreement.\n\n (c) The covenants not to sue under Sections 5.3(a) and (b) shall\nterminate immediately, without further action by any Party, if: within the\neffective time period of the relevant covenant made in Section 5.3(a) or (b)\nSeller initiates, voluntarily joins or supports any claim raised in any suit,\naction or proceeding against Buyer, in any forum (including opposition,\nreexamination, protest or similar proceedings in any patent office), that\nasserts infringement by Buyer (or by any other party based on that party's\nmaking, sale, offer for sale, use or importation of Buyer's then products or\nservices) of any patents owned or controlled by Seller, or contests the\nvalidity, enforceability or infringement of any patent or patent application\ncontained within the Patent Portfolio, provided, however, (i) that if Seller is\njoined involuntarily to a suit, action or proceeding and defends itself in\nconnection with such joinder or (ii) to the extent that Seller responds to \nthird-party discovery requests promulgated in a suit, action or proceeding\nbetween other litigants, then Seller shall not thereby be deemed to have taken\naction which terminates Buyer's covenant not to sue under Section 5.3(a) or (b).\n\n 5.4 Covenants Not Assignable; Termination of Covenants.\n -------------------------------------------------- \n\n (a) The covenants contained in Section 5 are personal and shall not\nbe assignable or transferable in any manner, including by operation of law;\nprovided, however, \n\n -7-\n\n \nthat the covenant granted to Seller in Section 5.3(b) shall be assignable in the\nevent of an acquisition, merger reorganization, or sale of all or substantially\nall assets (each a \"Change of Control\") of Seller to any successor in interest\nof Seller that is not an IBIP Vendor at any time prior to or contemporaneous\nwith such Change of Control.\n\n (b) Except for the agreements in Section 5.1, no covenant contained\nin Section 5 shall survive a dissolution, winding up, liquidation, assignment\nfor the benefit of creditors, a filing seeking reorganization, the appointment\nof a receiver or bankruptcy of the recipient of the covenant.\n\nSECTION 6. REPRESENTATIONS AND WARRANTIES OF SELLER.\n -----------------------------------------\n\n Seller hereby represents and warrants to Buyer, subject to such exceptions\nas are specifically disclosed with respect to specific numbered and lettered\nsections and subsections of this Section 6 in the disclosure schedule and\nschedule of exceptions (the \"Seller Disclosure Schedule\") delivered herewith and\ndated as of the date hereof, and numbered with corresponding numbered and\nlettered sections and subsections, as follows:\n\n 6.1 Organization and Qualification. Seller is a corporation duly\n ------------------------------\norganized, validly existing and in good standing under the laws of the state of\nits incorporation, and has full corporate power and authority to conduct its\nbusiness as now conducted and to own, use, license and lease its assets and\nproperties including the IP Assets. Seller is duly qualified, licensed or\nadmitted to do business and is in good standing as a foreign corporation in each\njurisdiction in which the ownership, use, licensing or leasing of its assets and\nproperties including the IP Assets, or the conduct or nature of its business,\nmakes such qualification, licensing or admission necessary, except for such\nfailures to be so duly qualified, licensed or admitted and in good standing that\ncould not reasonably be expected to have a material adverse effect on Seller,\ntaken as a whole, or the IP Assets.\n\n 6.2 Authority Relative to this Agreement. Seller has full corporate power\n ------------------------------------\nand authority to execute and deliver this Agreement and the other agreements\nwhich are attached (or forms of which are attached) as exhibits hereto (the\n\"Ancillary Agreements\") to which Seller is a party, to perform its obligations\nhereunder and thereunder and to consummate the transactions contemplated hereby\nand thereby. The execution and delivery by Seller of this Agreement and the\nAncillary Agreements to which Seller is a party and the consummation by Seller\nof the transactions contemplated hereby and thereby, and the performance by\nSeller of its obligations hereunder and thereunder, have been duly and validly\nauthorized by all necessary action by the board of directors of Seller, and no\nother action on the part of the board of directors of Seller is required to\nauthorize the execution, delivery and performance of this Agreement and the\nAncillary Agreements to which Seller is a party and the consummation by Seller\nof the transactions contemplated hereby and thereby. This Agreement and the\nAncillary Agreements to which Seller is a party have been or will be, as\napplicable, duly and validly executed and delivered by Seller and, assuming the\ndue authorization, execution and delivery hereof (and, in the case of the\nAncillary Agreements to which Buyer is a party, thereof) by Buyer, each\nconstitutes or will constitute, as applicable, a legal, valid and binding\nobligation of Seller enforceable against Seller in accordance with its\nrespective terms, except as the enforceability thereof may be limited by\nbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or\nother similar laws relating to the enforcement of creditors' rights generally\nand by general principles of equity.\n\n -8-\n\n \n 6.3 No Conflicts. The execution and delivery by Seller of this Agreement\n ------------\nand any other agreements, instruments and documents to be executed and delivered\nby Seller pursuant hereto do not, and the performance and consummation by Seller\nof the transactions contemplated hereby and thereby will not, conflict with or\nresult in any breach or violation of or default, termination, forfeiture or Lien\nunder (or upon the failure to give notice or the lapse of time, or both, result\nin any conflict with, breach or violation of or default, termination, forfeiture\nor Lien under) any terms or provisions of Seller' charter documents, each as\namended, or any statute, rule, regulation, judicial or governmental decree,\norder or judgment, to which Seller is a party or to which Seller or the IP\nAssets are subject.\n\n 6.4 IP Assets.\n --------- \n\n (a) Section 6.4(a)of the Seller Disclosure Schedule lists any\nproceedings or actions pending as of the date hereof before any court or\ntribunal (including the United States Patent and Trademark Office (the \"PTO\") or\nequivalent authority anywhere in the world) related to any of the IP Assets.\n\n (b) Except as set forth in Section 6.4(b)(i) of the Seller Disclosure\nSchedule, each patent and patent application included in the IP Assets is owned\nexclusively by the Seller. Except as set forth in Section 6.4(b)(ii) of the\nSeller Disclosure Schedule, each trademark application and registration included\nin the IP Assets is owned by Seller, although Seller does not warrant that it\nhas the exclusive right as against any other users of the same or similar terms\ncomprising each mark either individually or in their entirety for any or all\npurposes. Except as set forth in Section 6.4(b)(iii) of the Seller Disclosure\nSchedule, all Domain Names are registered to Seller. In each case, except as set\nforth in Section 6.4(b)(iv) of the Seller Disclosure Schedule, such IP Assets\nare free and clear of all Liens. Seller has no knowledge of any third-party\nasserting common law rights or any other rights to use in any of the Trademarks.\n\n (c) With respect to inventions within the Patent Portfolio that are\nnot, as of the Closing Date, the subject of pending patent applications or\nissued patents, Seller has not sold, offered for sale or publicly disclosed such\ninventions. Except as set forth in Section 6.4(c) of the Seller Disclosure\nSchedule, with regard to any IP Assets that are registered with or for which an\napplication for registration has been filed with any governmental entity or\ndomain name registrar as of the Closing Date, all necessary registration fees,\nmaintenance fees, renewal fees, annuity fees and taxes due as of the Closing\nDate in connection with such IP Assets have been paid and all necessary\ndocuments and certificates in connection with such IP Assets have been filed\nwith the relevant patent, copyright, trademark, domain name registrars or other\nauthorities in the United States or foreign jurisdictions, as the case may be,\nfor the purposes of prosecuting and\/or maintaining the registration or\napplication for registration of such IP Assets.\n\n (d) Section 6.4(d) of the Seller Disclosure Schedule contains a true\nand complete list of all contracts and licenses (including all inbound licenses)\nin effect as of the Closing Date to which the Seller is a party with respect to\nany of the IP Assets (\"the Contracts\") (true and complete copies of which, or,\nif none exist, reasonably complete and accurate written descriptions of which,\ntogether with all amendments and supplements thereto and all waivers of any\nterms thereof, have been provided to Buyer prior to the execution of this\nAgreement). Except as set forth in Section 6.4(d) of the Seller Disclosure\nSchedule, there are no Contracts granting any rights to any third party with\nrespect to any of \n\n -9-\n\n \nthe IP Assets. To Seller's knowledge, there are no Contracts under which there\nis any dispute, or facts that may reasonably lead to a dispute, regarding the\nscope of such Contract or performance thereunder, including with respect to any\npayments to be made or received by the Seller thereunder.\n\n (e) Except pursuant to the claims described in Section 6.4(e) of the\nSeller Disclosure Schedule, Seller has not received notice from any person\nclaiming that any of the IP Assets infringe or misappropriate the intellectual\nproperty of any person or constitutes unfair competition or trade practices\nunder any law, including notice of third party patent or other intellectual\nproperty rights from a potential licensor of such rights.\n\n (f) To Seller's knowledge, each patent disclosed in the Patent\nPortfolio is valid and enforceable, and, to Seller's knowledge, Seller and\nSeller's attorneys have not committed inequitable conduct or otherwise violated\nthe rule of any patent office during the prosecution of any of the patents or\npatent applications contained within the Patent Portfolio.\n\n (g) Neither this Agreement nor any transactions contemplated by this\nAgreement will result in Buyer's granting any rights or licenses with respect to\nthe intellectual property of Buyer to any person pursuant to any contract to\nwhich the Seller is a party or by which any of its IP Assets are bound.\n\n (h) Except for [***]*, the Seller has secured written assignments\n ---\nfrom all founders, consultants and employees who are named as inventors on\npatents and patent applications in the Patent Portfolio. Except for [***]*, the\n --- \nSeller has secured written agreements (true and complete copies of which have\nbeen provided to Buyer prior to the execution of this Agreement) from each\nfounder, consultant and employee who is named as an inventor on the patents in\nthe Patent Portfolio obligating such person to assist in the prosecution of such\nPatents.\n\n 6.5 No Consent Required. Except as set forth on Section 6.5 of the Seller\n ------------------- \nDisclosure Schedule, no consent, authorization, approval, order, license,\ncertificate or permit or act of or from, or declaration or filing with, any\nforeign, federal, state, local or other governmental authority or regulatory\nbody or any court or other tribunal to which Seller or the IP Assets are subject\nis required for the execution, delivery or performance by Seller of this\nAgreement or any of the other agreements, instruments and documents being or to\nbe executed and delivered hereunder or in connection herewith or for the\nconsummation of the transactions contemplated hereby or thereby, other than\ngovernmental filings with US and foreign authorities which are necessary to\neffect the recordation of transfer as provided for herein of the IP Assets.\n\n 6.6 Solvency.\n -------- \n\n (a) Seller is and will be Solvent as of the Closing Date and the\n transactions contemplated by this Agreement will not render Seller\n Insolvent;\n\n-----------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -10-\n\n \n (b) As of the Closing Date, Seller is not engaged in business or\ntransactions, and is not about to engage in business or transactions, for which\nany property remaining with Seller immediately after the Closing is an\nunreasonably small capital to engage in such business or transactions;\n\n (c) By entering into the transactions contemplated by this Agreement\nSeller does not intend to incur, and does not believe that it will incur, debts\nthat will be beyond Seller's ability to pay as such debts mature; and \n\n (d) Seller is not entering into the transactions contemplated by\nthis Agreement or incurring any obligation pursuant to this Agreement with the\nintent to hinder, delay, or defraud any creditor to which Seller is indebted on\nthe Closing Date or any creditor to which Seller may become indebted after the\nClosing Date.\n\n 6.7 Release of Lien. As of the Closing, Seller shall have taken all\n --------------- \nactions necessary to secure the release of any and all IP Assets from the\nTransAmerica Lien (as described in Section 6.4(b)(iv) of the Seller Disclosure\nSchedule), including without limitation the filing of all necessary forms and\ndocuments with the California Secretary of State and the United States Patent\nand Trademark Office.\n\n 6.8 No Losses. Seller agrees that Buyer shall not incur, and that\n ---------\npursuant to Section 12.1 hereof Seller shall indemnify Buyer for, any Losses\nresulting from any claim by or on behalf of Francotyp Postalia or its successors\nor assigns in connection with the matters set forth in Section 6.4(d) of the\nSeller Disclosure Schedule.\n\n 6.9 Neopost Agreement. Seller and Neopost have entered into that certain\n ----------------- \n[***]* Agreement, dated as of [***]*, referenced in Section 6.4(d) of the Seller\n --- --- \nDisclosure Schedule (\"Neopost Agreement\"). Due to confidentiality obligations\nimposed upon Seller, Seller has provided Buyer with a redacted version of the\nNeopost Agreement. The redacted portions of the Neopost Agreement do not have\nany material effect on the IP Assets or the transactions contemplated by this\nAgreement.\n\n 6.10 Disclaimer of Warranties. Except as set forth in this Section 6,\n ------------------------\nSeller hereby disclaims any express or implied warranties with any assigned\nrights hereunder.\n\nSECTION 7. REPRESENTATIONS AND WARRANTIES OF BUYER.\n --------------------------------------- \n Buyer hereby represents and warrants to Seller, as follows:\n\n 7.1 Organization and Qualification. Buyer is a corporation duly\n ------------------------------\norganized, validly existing and in good standing under the laws of the State of\nDelaware. Buyer has full corporate power and authority to conduct its business\nas now conducted and to own, use and lease its assets and properties. Buyer is\nduly qualified, licensed or admitted to do business and is in good standing in\neach jurisdiction in which the ownership, use, licensing or leasing of its\nassets and properties, or the conduct or nature of its business, makes such\nqualification, licensing or admission necessary, except for such failures to be\nso duly\n\n-----------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -11-\n\n \nqualified, licensed or admitted and in good standing that could not reasonably\nbe expected to have a material adverse effect on the business or condition of\nBuyer or on the IP Assets.\n\n 7.2 Authority Relative to this Agreement. Buyer has full corporate power\n ------------------------------------\nand authority to execute and deliver this Agreement and the Ancillary Agreements\nto which it is a party, to perform its obligations hereunder and thereunder and\nto consummate the transactions contemplated hereby and thereby. The execution\nand delivery by Buyer of this Agreement and the Ancillary Agreements to which it\nis a party and the consummation by Buyer of the transactions contemplated hereby\nand thereby have been duly and validly authorized by all necessary action by the\nboard of directors of Buyer, and no other action on the part of the board of\ndirectors of Buyer is required to authorize the execution, delivery and\nperformance of this Agreement and the Ancillary Agreements to which it is a\nparty and the consummation by Buyer of the transactions contemplated hereby and\nthereby. This Agreement and the Ancillary Agreements to which Buyer is a party\nhave been or will be, as applicable, duly and validly executed and delivered by\nBuyer and, assuming the due authorization, execution and delivery hereof by the\nSeller and\/or the other parties thereto, constitutes or will constitute, as\napplicable, a legal, valid and binding obligation of Buyer enforceable against\nBuyer in accordance with its respective terms, except as the enforceability\nthereof may be limited by bankruptcy, insolvency, fraudulent conveyance,\nreorganization, moratorium or other similar laws relating to the enforcement of\ncreditors' rights generally and by general principles of equity.\n\n 7.3 No Conflict. The execution and delivery by Buyer of this Agreement\n -----------\nand any other agreements, instruments and documents to be executed and delivered\nby Buyer pursuant hereto do not, and the performance and consummation by Buyer\nof the transactions contemplated hereby and thereby will not, conflict with or\nresult in any breach or violation of or default, termination, forfeiture or Lien\nunder (or upon the failure to give notice or the lapse of time, or both, result\nin any conflict with, breach or violation of or default, termination, forfeiture\nor Lien under) any terms or provisions of (i) Buyer's charter documents, each as\namended, or (ii) any statute, rule, regulation, judicial or governmental decree,\norder or judgment, or (iii) any agreement, lease or other instrument to which\nBuyer is a party or to which Buyer or its assets are subject that, in the case\nof clauses (ii) or (iii), has or is likely to have a material adverse effect on\nthe business, assets, operations or financial condition of Buyer.\n\n 7.4 No Consent Required. No consent, authorization, approval, order,\n -------------------\nlicense, certificate or permit or act of or from, or declaration or filing with,\nany foreign, federal, state, local or other governmental authority or regulatory\nbody or any court or other tribunal or any party to any contract, agreement,\ninstrument, lease or license to which Buyer is a party or to which Buyer or its\nassets are subject that has or is likely to have a material adverse effect on\nthe business, assets, operations or financial condition of Buyer, is required\nfor the execution, delivery or performance by Buyer of this Agreement or any of\nthe other agreements, instruments and documents being or to be executed and\ndelivered hereunder or in connection herewith or for the consummation of the\ntransactions contemplated hereby.\n\nSECTION 8. COVENANTS OF THE PARTIES.\n -------------------------\n\n 8.1 Aid to Buyer by Seller. Seller covenants and agrees that, at Buyer's\n ---------------------- \nrequest, Seller shall instruct its then current officers, employees and other\nindividuals under its direction or control, without further consideration, to\ncommunicate to Buyer any facts \n\n -12-\n\n \nknown to it respecting the IP Assets, and shall authorize and request by a\nseparate short-form document executed by Seller that the Commissioner of Patents\nand Trademarks of the United States and any official of any foreign country\nwhose duty it is to issue patents on applications as described above, to issue\nall Letters Patent for the Patent Portfolio to Buyer, in accordance with the\nterms of this Agreement. Seller further covenants and agrees that, at Buyer's\nrequest, it shall instruct its then current officers, employees and other\nindividuals under its direction and control to testify in any and all legal\nproceedings, sign all lawful papers when called upon to do so, execute and\ndeliver any and all papers that may be necessary or desirable to prosecute,\ndefend and perfect the title to the IP Assets in said Buyer, execute all\ncontinuation and reissue applications, make all rightful oaths and generally do\neverything reasonably possible to aid Buyer to obtain and enforce proper\nprotection for the IP Assets in the United States and any foreign country;\nprovided, however that any expense incident to the execution of the foregoing\nshall be borne by Buyer. For the avoidance of doubt, from and after the Closing\nDate, Buyer shall be solely responsible for all expenses generally related to\n(i) prosecuting or defending any claims or matters before the PTO and any\ngovernmental agency or entity which is a domain name registrar regarding the\napplication, extension or continuation for any patent, trademark, domain name or\nother IP Asset to be transferred to Buyer hereunder; and (ii) maintenance fees,\npatent fees, trademark fees, registration fees, taxes, annuities and similar\nfees with regard to any of the IP Assets.\n\n 8.2 Aid to Buyer by Inventors. Seller further covenants and agrees that\n ------------------------- \nit will, at Buyer's written request, enforce such rights as Seller may have\nunder written agreements with individuals listed as inventors of any invention\ndisclosed in the Patent Portfolio (with the sole exception of [***]*) for\n --- \npurposes of causing such inventors to assist in the prosecution and enforcement\nof the IP Assets pursuant to the terms of such written agreements, provided that\nBuyer indemnifies Seller against all Losses incurred by Seller in connection\ntherewith.\n\n\n 8.3 [***]*\n ---\n\n 8.4 No Interference with Domain Names. Seller further covenants and\n --------------------------------- \nagrees that it will not interfere with or obstruct in any manner whatsoever\nBuyer's change of the IP-addresses, or any other use of or changes to the\ntechnical or other information pertaining to the Domain Names \"estamp.com\" and\n\"e-stamp.com\" after [***]*.\n --- \n\nSECTION 9. CONDITIONS TO CLOSING.\n ----------------------\n\n 9.1 Conditions to Obligations of Buyer. The obligations of Buyer to\n ---------------------------------- \nconsummate the transactions contemplated by this Agreement shall be subject to\nthe satisfaction at or prior to the Closing of each of the following conditions,\nany of which may be waived, in writing, exclusively by Buyer:\n\n-----------------\n * Confidential treatment has been requested for the bracketed portion.\nThe confidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -13-\n\n \n (a) Representations and Warranties. Each of the representations and\n ------------------------------\nwarranties made by Seller in this Agreement shall be true and correct in all\nmaterial respects (if not qualified by materiality) and in all respects (if\nqualified by materiality) when made and on and as of the Closing Date as though\nsuch representation or warranty was made on and as of the Closing Date.\n\n (b) Performance. Seller shall have performed and complied with in all\n -----------\nmaterial respects, each agreement, covenant and obligation required by this\nAgreement to be so performed or complied with by Seller at or before the\nClosing.\n\n (c) No Injunctions or Regulatory Restraints; Illegality. No court of\n ---------------------------------------------------\ncompetent jurisdiction shall have issued any temporary restraining order,\npreliminary or permanent injunction or other order blocking the Closing or the\ntransactions contemplated hereby, nor shall any governmental or regulatory\nauthority have taken any similar action; nor shall there be by any governmental\nauthority any action taken, or any law or order enacted, entered, enforced or\ndeemed applicable to the transactions contemplated by the terms of this\nAgreement.\n\n (d) Third Party Consents. Buyer shall have been furnished with evidence\n --------------------\nreasonably satisfactory to it that Seller has obtained any approvals and waivers\nand all other consents reasonably deemed necessary by Buyer to effect transfer\nof title to the IP Assets and record such transfer (except for such consents,\napprovals and waivers the failure of which to receive individually or in the\naggregate could not reasonably be expected to have a Material Adverse Effect on\nBuyer).\n\n (e) No Material Adverse Change. There shall have occurred no Material\n --------------------------\nAdverse Change in the IP Assets since the date hereof.\n\n (f) Seller IP Assets. Subject to the provisions of Section 6.4(e) of\n ----------------\nthe Seller Disclosure Schedule, no person shall have (i) commenced, or shall\nhave notified either Party to this Agreement that it intends to commence, any\naction or proceeding or (ii) provided Seller with notice, in either case which\nallege(s) that any of the IP Assets infringe or otherwise violate the\nintellectual property rights of such person, is available for licensing from a\npotential licensor providing the notice or otherwise alleges that Seller does\nnot otherwise own or have the right to exploit the IP Assets, unless such person\nshall have withdrawn such notice and abandoned any such action or proceeding\nprior to the time which otherwise would have been the Closing Date.\n\n (g) Assignment of Intellectual Property. Buyer shall have received\n -----------------------------------\nevidence reasonably satisfactory of transfer to Buyer of the IP Assets as\nprovided in Sections 10.2(a) and 10.2(b).\n\n 9.2 Conditions to Obligations of Seller. The obligations of Seller to\n ----------------------------------- \nconsummate the transactions contemplated by this Agreement shall be subject to\nthe satisfaction at or prior to the Closing Date of each of the following\nconditions, any of which may be waived, in writing, exclusively by Seller:\n\n (a) Representations and Warranties. Each of the representations and\n ------------------------------\nwarranties made by Buyer in this Agreement shall be true and correct in all\nmaterial respects (if not qualified by materiality) and in all respects (if\nqualified by materiality) when made \n\n -14-\n\n \nand on and as of the Closing Date as though such representation or warranty was\nmade on and as of the Closing Date.\n\n (b) Performance. Buyer shall have performed and complied with in all\n -----------\nmaterial respects, each agreement, covenant and obligation required by this\nAgreement to be so performed or complied with by Buyer at or before the Closing\nDate.\n\n (c) No Injunctions or Regulatory Restraints; Illegality. No court of\n ---------------------------------------------------\ncompetent jurisdiction shall have issued any temporary restraining order,\npreliminary or permanent injunction or other order blocking the Closing or the\ntransactions contemplated hereby, nor shall any governmental or regulatory\nauthority have taken any similar action; nor shall there be by any governmental\nauthority any action taken, or any law or order enacted, entered, enforced or\ndeemed applicable to the transactions contemplated by the terms of this\nAgreement.\n\nSECTION 10. THE CLOSING.\n ----------- \n\n 10.1 The Closing. The closing of the transactions contemplated hereby \n -----------\n(\"the \"Closing\") shall be held at the offices of Irell & Manella LLP, Suite 900,\n1800 Avenue of the Stars, Los Angeles, California at 11:00 a.m. Pacific Time on\nApril 27, 2001 or such other place, time and date as Buyer and Seller may\nmutually select. The time and date on which the Closing is actually held is\nreferred to herein as the \"Closing Date.\"\n\n 10.2 Seller Deliveries. At the Closing, Seller shall deliver to Buyer the\n -----------------\nfollowing:\n\n (a) Assignments. Assignments with respect to the IP Assets in the\nforms attached as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9 and\n -------- --- --- --- --- --- --- --- --- ---\nother recordable instruments of assignment, transfer and conveyance, in form and\nsubstance reasonably satisfactory to Buyer and its counsel, as shall be\neffective to vest in Buyer all of the right, title and interest of Seller in and\nto the IP Assets free and clear of all Liens.\n\n (b) Domain Name Transfers. Executed domain name transfer and\n ---------------------\nassignment agreements relating to the Domain Names (including all necessary\nNetwork Solutions, Inc. or any other registrar assignment and transfer forms) in\nform and substance satisfactory to Buyer and its counsel, as shall be effective\nto vest in Buyer any and all right and interest of Seller in and to the Domain\nNames free and clear of all Liens.\n\n (c) Consents. The third party consents contemplated by Section\n -------- \n9.1(d).\n\n (d) Limitation on Documentation. With regard to the documentation of\n ---------------------------\nSeller described in Sections 1(q)(iv) and 1(t)(iv), Seller shall be obligated to\ndeliver to Buyer only that documentation which, at the Closing, remains in\nSeller's possession or control, and subject to Seller's obligations under\nSections 8.1, 8.2 and 13.7 of this Agreement, Seller shall have no obligation to\ntake any measures to recover from any third person, including former employees\nof or consultants to Seller, any such documentation which may be in such third\nperson's possession either before or after the Closing.\n\n 10.3 Buyer Delivery. At the Closing, Buyer shall deliver to Seller the\n --------------\nfollowing:\n\n -15-\n\n \n (a) Consideration. The cash consideration contemplated by Section 3,\n -------------\nby wire transfer to an account as specified by Seller; provided that such wire\ntransfer shall be initiated only upon Buyer's receipt of all documents specified\nin Section 10.2 and as otherwise specified in the Agreement.\n\nSECTION 11. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.\n ----------------------------------------------------------------- \n\n Notwithstanding any waiver by Buyer or Seller of any condition to Closing\nset forth in Section 9, each Party shall have the right to rely fully upon the\nrepresentations, warranties, covenants and agreements of the other Party\ncontained in this Agreement or in any instrument delivered pursuant to this\nAgreement. All of the representations, warranties, covenants and agreements of\nBuyer and Seller contained in this Agreement or in any instrument delivered\npursuant to this Agreement shall survive the Closing for a period of three\nyears, provided, however, that if Buyer, before the third anniversary of the\nClosing, consummates a Merger with an IBIP Vendor or assigns its rights under\nthis Agreement to an IBIP Vendor, then the representations and warranties of\nSeller under this Agreement shall expire as of immediately prior to such\nconsummation or assignment. For the purposes of this Agreement, the term\n\"Merger\" means (i) any merger, consolidation or business combination of Buyer\nwith any other corporation or business entity after which the stockholders of\nBuyer immediately before such transaction own, immediately after the\nconsummation of such transaction, less than 50% of the equity interests in the\nsurviving entity; or (ii) any sale of all or substantially all of the assets of\nBuyer in one or a series of related transactions. The date on which\nrepresentations and warranties of a Party expire hereunder shall be referred to\nas that Party's \"Claims Bar Date.\"\n\nSECTION 12. INDEMNIFICATION.\n --------------- \n\n 12.1 Agreements to Indemnify.\n ----------------------- \n\n (a) Seller Indemnity. Subject to the terms and conditions of this\n ----------------\nSection 12 and Section 15.4, Seller hereby agrees to indemnify, defend and hold\nBuyer and Buyer's employees, directors, officers and agents (Buyer and such\nother persons as indemnitees under Section 12, each an \"Indemnified Party\")\nharmless from and against any and all Losses suffered, sustained, incurred or\nrequired to be paid at any time by any of them, in each case, to the extent such\nLoss results from (i) the inaccuracy or breach of any representation, warranty,\ncovenant or agreement of Seller made in this Agreement; (ii) any claim by any\nthird party against Buyer based upon acts or omissions of Seller in connection\nwith the Internet Postage Business; (iii) the TransAmerica Lien (as described in\nSection 6.4(b)(iv) of the Seller Disclosure Schedule); or (iv) any claim by or\non behalf of Francotyp Postalia or its successors or assigns in connection with\nthe matters set forth in Section 6.4(d) of the Seller Disclosure Schedule.\nSeller, as an indemnitor under this Section 12, shall be referred to as an\n\"Indemnifying Party.\"\n\n (b) Buyer Indemnity. Subject to the terms and conditions of this\n ---------------\nSection 12 and Section 15.4, Buyer hereby agrees to indemnify, defend and hold\nSeller and its employees, directors, officers and agents (Seller and such other\npersons as indemnitees under Section 12, each an \"Indemnified Party\") harmless\nfrom and against all Losses suffered, sustained, incurred or required to be paid\nby any of them, in each case, to the extent such Loss results from the\ninaccuracy or breach of any representation, warranty, \n\n -16-\n\n \ncovenant or agreement of Buyer made in this Agreement. Buyer, as an indemnitor\nunder this Section 12, shall be referred to as an \"Indemnifying Party.\"\n\n (c) Indemnification Threshold. No claim for indemnification will be\n -------------------------\nmade by either Party hereunder unless the aggregate of all Losses incurred by\nsuch Party otherwise indemnified against hereunder exceeds [***]*, at which such\n --- \ntime claims may be made for all Losses incurred or sustained.\n\n (d) Subrogation. Subject to Section 12.2(e), if the Indemnifying Party\n -----------\nmakes any payment under this Section 12 in respect of any Losses, the\nIndemnifying Party shall be subrogated, to the extent of such payment, to the\nrights of the Indemnified Party against any insurer or third party with respect\nto such Losses; provided, however, that the Indemnifying Party shall not have\nany rights of subrogation with respect to the other Party hereto or any of its\nAffiliates or any of its Affiliates' officers, directors, agents or employees.\nIn the event that the Indemnifying Party has or acquires subrogation rights\nunder this Section 12.1(d), the Indemnified Party (i) shall assist the\nIndemnifying Party as reasonably necessary to secure such rights, and (ii)\nsubject to the Indemnified Party's rights under Section 12.2(b) and the\nIndemnifying Party's rights under Section 12.2(c), in each case, regarding\ndefense and settlement of indemnity claims, shall do nothing to prejudice such\nsubrogation rights.\n\n 12.2 Conditions of Indemnification. The respective obligations and\n -----------------------------\nliabilities of the Indemnifying Party to the Indemnified Party under Section\n12.1 shall be subject to the following terms and conditions:\n\n (a) Notice. Within 15 days after receipt of notice of commencement of\n ------\nany action or the assertion of any claim by a third party (but in any event at\nleast ten days preceding the date on which an answer or other pleading must be\nserved in order to prevent a judgment by default in favor of the party asserting\nthe claim), the Indemnified Party shall give the Indemnifying Party written\nnotice thereof together with a copy of such claim, process or other legal\npleading, and the Indemnifying Party shall have the right to undertake the\ndefense thereof by representatives of its own choosing that are reasonably\nsatisfactory to the Indemnified Party. Notwithstanding any other provision of\nthis Agreement, no claim for indemnification under this Agreement may be noticed\nor first asserted against any Indemnifying Party after the passage of such\nIndemnifying Party's Claims Bar Date.\n\n (b) Failure to Assume Defense. If the Indemnifying Party, by the\n -------------------------\nfifteenth day after receipt of notice of any such claim (or, if earlier, by the\nfifth day preceding the day on which an answer or other pleading must be served\nin order to prevent judgment by default in favor of the person asserting such\nclaim), does not elect to defend against such claim, the Indemnified Party will\n(upon further notice to the Indemnifying Party) have the right to undertake the\ndefense, compromise or settlement of such claim on behalf of and for the account\nand risk of the Indemnifying Party; provided, however, that the Indemnified\nParty shall not settle or compromise such claim without the Indemnifying Party's\nconsent, which consent shall not be unreasonably withheld; and provided further\nthat,\n\n------------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -17-\n\n \nthe Indemnifying Party shall have the right to assume the defense of such claim\nwith counsel of its own choosing at any time prior to settlement, compromise or\nfinal determination thereof.\n\n (c) Claim Adverse to Indemnifying Party. Notwithstanding anything to\n -----------------------------------\nthe contrary in this Section 12.2, if there is a reasonable probability that a\nclaim may materially adversely affect the Indemnifying Party other than as a\nresult of money damages or other money payments, the Indemnifying Party shall\nhave the right, at its own cost and expense, to compromise or settle such claim,\nbut the Indemnifying Party shall not, without the prior written consent of the\nIndemnified Party which will not be unreasonably withheld, settle or compromise\nany claim or consent to the entry of any judgment which does not include as an\nunconditional term thereof the giving by the claimant or the plaintiff to the\nIndemnified Party a release from all liability in respect of such claim.\n\n (d) Cooperation. In connection with any such indemnification, the\n -----------\nIndemnified Party will cooperate in all reasonable requests of the Indemnifying\nParty.\n\n (e) Nonassignability. Notwithstanding any other provision of this\n ----------------\nAgreement, no claim for indemnification for Losses under this Section 12 may be\nassigned by any Indemnified Party hereunder to any IBIP Vendor, whether by sale,\nassignment or otherwise, whether through voluntary or involuntary transfer or\ntransfer by operation of law or otherwise, and any attempt to sell, assign or\ntransfer such claim for indemnification under this Agreement to any IBIP Vendor\nshall render such claim null and void and discharge the Indemnifying Parties\nfrom any liability to the Indemnified Parties thereon.\n\n 12.3 Remedies. Subject to Section 15.4, no remedy conferred on Buyer or\n --------\nSeller by any of the specific provisions of this Agreement is intended to be\nexclusive of any other remedy, and each and every remedy shall be cumulative and\nshall be in addition to every other remedy given hereunder or now or hereafter\nexisting at law or in equity or by statute or otherwise. The election of one or\nmore remedies by Buyer or Seller shall not constitute a waiver of the right to\npursue other available remedies.\n\nSECTION 13. ADDITIONAL AGREEMENTS.\n --------------------- \n\n 13.1 Confidentiality. From the effective date of this Agreement, the\n ---------------\nReceiving Party shall hold in confidence and use its reasonable efforts to have\nall of its employees, agents, representatives and Affiliates hold in confidence\nthis Agreement, all Confidential Information and all related documents and other\nwritten material containing information of a confidential nature (including, but\nnot limited to, all intellectual property contained in the IP Assets) of the\nDisclosing Party, and, except as contemplated by this Agreement, shall not\ndisclose, publish, use or permit others to use the same. Following the Closing,\nBuyer shall be deemed the Disclosing Party and Seller the Receiving Party, with\nrespect to all Confidential Information contained in and sold to Buyer as part\nof the IP Assets. Seller shall not disclose, publish, use or permit others to\nuse Confidential Information directly related to the IP Assets that is not\ncontained in and sold to Buyer as part of the IP Assets (the \"Retained\nConfidential Information\") without the prior written consent of Buyer, which\nshall not be unreasonably withheld. Notwithstanding the foregoing and without\nrequiring Buyer's consent, Seller may (i) disclose, publish, use and permit\nothers to use any or all of the Retained Confidential Information solely as\nreasonably required for Seller to exercise its license rights under Section 4.2\nand to sell the E-Stamp Internet Postage Technology to a \n\n -18-\n\n \npurchaser as permitted under Section 4.3, and such purchaser may disclose,\npublish, use and permit others to use any or all of the Retained Confidential\nInformation solely as reasonably required to exercise the license rights granted\nin Section 4.3 and (ii) sell or assign the source code from its computer\nsoftware programs [***]* included in the E-Stamp Internet Postage Technology\n ---\nfree of any confidentiality restrictions and permit the assignee access to all\ndocumentation containing Retained Confidential Information which are related\nspecifically to such software. The restrictions set forth in this Section 13.1\nshall not apply to any of the foregoing information (and such information shall\nnot be deemed \"Confidential Information\") which:\n\n (a) becomes generally available to the public in any manner or form\nthrough no fault of the Receiving Party, or its Associates;\n\n (b) is disclosed as required by a court or a governmental agency, the\nrules and regulations of the securities exchange or trading market on which the\nReceiving Party's securities are listed or admitted to trading and the rules and\nregulation of the National Association of Securities Dealers, provided that the\nReceiving Party shall provide the Disclosing Party with advanced written notice\nof such disclosure as soon as practicable and with the opportunity to review and\nchallenge such disclosure, and further provided that the Receiving Party shall\nseek confidential treatment of such disclosure when allowed and shall allow the\nDisclosing Party to initially select portions of such disclosure for redaction\nwhen allowed.\n\n (c) Notwithstanding anything to the contrary herein, the Parties\nacknowledge and agree that Buyer shall file such notices or registration with\nthe United States Patent and Trademark Office and such other offices throughout\nthe world as are necessary to perfect the assignments to the IP Assets granted\nto Buyer pursuant to this Agreement as Buyer sees fit through a separate short\nform document. Seller agrees to sign or otherwise execute all such documents.\n\n 13.2 Press Release. Buyer shall provide Seller with at least one (1)\n -------------\nbusiness day advance notice prior to the issuance of the first press release\ndisclosing the acquisition of the IP Assets (\"Press Release\") and shall further\nsend to Seller by e-mail an advance copy of such press release at least three\nhours of such press release being finalized. Seller shall have no objection\nrights to such press release. Seller may issue a press release of similar nature\nfollowing the issuance of Buyer's press release, but shall not issue a press\nrelease or otherwise notify any person or entity of this Agreement or the\ntransactions contemplated hereby prior to such event. Notwithstanding any other\nprovision of this Agreement, Buyer shall issue the Press Release before the\ncommencement of extended hours trading on Monday May 7, 2001, and if Buyer fails\nto do so, Seller may announce the execution of this Agreement and the\ntransactions contemplated hereby in any report or registration statement filed\nwith the Securities and Exchange Commission.\n\n 13.3 Lahoti Litigation. Seller shall cooperate with Buyer and take all\n -----------------\nactions as reasonably necessary to transfer and assign to Buyer all benefits and\nburdens inuring to\n\n-----------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -19-\n\n \nSeller pertaining to the Lahoti Litigation, provided that Buyer\nindemnifies Seller against all Losses incurred by Seller in connection\ntherewith.\n\n 13.4 Payment of Expenses. Whether or not the transactions contemplated by\n -------------------\nthis Agreement are consummated and, except as otherwise may be expressly\nprovided herein, each Party shall pay its own fees, expenses and disbursements\nand those of its respective agents, representatives, consultants, accountants\nand counsel incurred in connection with this Agreement and all other costs and\nexpenses incurred in the performance and compliance with all conditions to be\nperformed by such Party under this Agreement.\n\n 13.5 Sales, Transfer and Use Taxes. Seller shall pay all sales, transfer\n -----------------------------\nand use taxes arising out of the transfer of the IP Assets.\n\n 13.6 Information Relating to Taxes. Seller shall furnish to Buyer from time\n -----------------------------\nto time after the Closing Date any information reasonably requested by Buyer\nwhich is in the possession of or reasonably available to Seller to permit Buyer:\n(i) to file on a timely basis its federal income tax returns and its estimated\nfederal income tax returns and any other tax returns which may be required by\nany federal, state, local or foreign tax authority, and (ii) to comply with\norders issued by any federal, state, local or foreign governmental authority.\n\n 13.7 Further Assurances. Seller agrees to cooperate fully with Buyer and to\n ------------------\nexecute such further instruments, documents and agreements and to take such\nactions as may be reasonably requested by Buyer to evidence and reflect the\nrights granted herein and contemplated hereby, and to carry into effect the\nintents and purposes of this Agreement. Specifically, Seller will execute and\ndeliver all documents and instruments and take such other actions as Buyer may\ndeem necessary in order to document, obtain, maintain, assign, record, make or\nprosecute domestic or foreign applications for patents, trademarks, domain names\nor other related intellectual property protection of the IP Assets, including\nwithout limitation a short-form assignment with respect to any of the IP Assets\nfor recordation with the U.S. Patent and Trademark Office, the necessary Network\nSolutions, Inc. \"Registrant Name Change Agreements\" pertaining to the Domain\nNames (and in the event that Network Solutions, Inc. identifies any error in any\nRegistrant Name Change Agreement, Seller shall promptly notify Buyer of the\nerror and rejection by Network Solutions, Inc., and shall complete, execute,\nproperly notarize and deliver to Seller the corrected Registrant Name Change\nAgreement(s) to replace the incorrect version(s)). In the event that Seller\nfails to execute any such aforementioned documents or instruments or to take any\nsuch actions within three (3) business days after Buyer's request therefor,\nSeller hereby irrevocably designates and appoints Buyer as Seller's attorney-in-\nfact to execute and deliver such documents and instruments and take such actions\nfor and in Seller's behalf and stead and to do all other lawfully permitted acts\nas reasonably necessary to further the prosecution, issuance, and enforcement of\npatents, trademarks or other rights or protections including in or related to\nthe IP Assets with the same force and effect as if executed and delivered by\nSeller, which power is coupled with an interest and is therefore irrevocable.\n\n 13.8 No Default. Seller has entered into a merger agreement with \n ---------- \nLearn2.com which contemplates the merger of Seller and Learn2.com during the \nthird quarter of 2001. The parties agree that such merger will not cause Seller,\nby assignment or otherwise, to breach any representation or warranty or default \nupon any of its covenants or obligations under this Agreement.\n\n -20-\n\n \nSECTION 14. TERM AND TERMINATION.\n --------------------\n\n 14.1 Termination of the Agreement. This Agreement may be terminated at\n ---------------------------- \nany time prior to the Closing Date:\n\n (a) by mutual agreement of Seller and Buyer;\n\n (b) by Buyer or Seller if: (i) the Closing Date has not occurred\nbefore 5:00 p.m. (Pacific Time) on April 30, 2001 (provided, however, that the\nright to terminate this Agreement under this Section 14.1(b)(i) shall not be\navailable to any Party whose failure to fulfill any obligation hereunder has\nbeen the cause of, or resulted in, the failure of the Closing Date to occur on\nor before such date);\n\n (c) by Buyer if there shall be any action taken, or any law or\norder enacted, promulgated or issued or deemed applicable to the Agreement, by\nany governmental or regulatory authority, which would: (i) prohibit Buyer's\nownership or use of all or any of the IP Assets or (ii) compel Buyer to dispose\nof or hold separate all or any material portion of the IP Assets;\n\n (d) by Buyer if it is not in material breach of its\nrepresentations, warranties, covenants and agreements under this Agreement and\nthere has been a breach of any representation, warranty, covenant or agreement\ncontained in this Agreement on the part of Seller such that the condition to the\nClosing in Section 9.1(a) will not be satisfied as of the time of such breach,\nand Seller is not using its reasonable efforts to cure such breach, or has not\ncured such breach within thirty (30) days, after notice of such breach to Seller\n(provided, however, that, no cure period shall be required for a breach which by\nits nature cannot be cured); and\n\n (e) by Seller if it is not in material breach of its\nrepresentations, warranties, covenants and agreements under this Agreement and\nthere has been a breach of any representation, warranty, covenant or agreement\ncontained in this Agreement on the part of Buyer such that the condition to the\nClosing in Section 9.2(a) will not be satisfied as of the time of such breach,\nand Buyer is not using its reasonable efforts to cure such breach, or has not\ncured such breach within thirty (30) days, after notice of such breach to Buyer\n(provided, however, that no cure period shall be required for a breach which by\nits nature cannot be cured).\n\n 14.2 Insolvency. Should Seller: (a) become Insolvent, (b) make an\n ---------- \nassignment for the benefit of creditors, (c) file or have filed against it a\npetition in bankruptcy or seeking reorganization which is not dismissed within\nsixty (60) days, (d) have a receiver appointed to take possession of all or\nsubstantially all of the assets of Seller or of any of the IP Assets, (e)\ninstitute any proceedings for liquidation or winding up, then Buyer may, at its\noption and in addition to other rights and remedies it may have under this\nAgreement or at law or in equity, (x) if any event in clauses (a) through (e) of\nthis paragraph occurs before the Closing, terminate this Agreement immediately\nby written notice (with the effect set forth in Section 14.3) and all licenses\ngranted hereunder to Seller shall be deemed immediately terminated upon receipt\nof such notice, or (y) if any event in clauses (a) through (e) of this paragraph\noccurs on or after the Closing, give written notice of its election to terminate\nall licenses granted hereunder to Seller and such licenses shall be deemed\nimmediately terminated upon receipt of such notice.\n\n -21-\n\n \n 14.3 Effect of Termination of the Agreement. In the event of a valid\n -------------------------------------- \ntermination of this Agreement before the Closing, this Agreement shall forthwith\nbecome void and there shall be no liability or obligation on the part of Buyer\nor Seller, or their respective officers, directors or stockholders or Affiliates\nor Associates; provided, however, that each Party shall remain liable for any\nbreaches of this Agreement prior to its termination; and provided further that,\nthe provisions of Sections 13.1, 14.3 and 15 of this Agreement shall remain in\nfull force and effect and survive any termination of this Agreement, in addition\nto any other provisions that by their terms survive termination and any other\nprovisions of this Agreement to the extent necessary to give meaning and effect\nto the foregoing Sections.\n\nSECTION 15. GENERAL PROVISIONS.\n ------------------\n\n 15.1 Amendment and Waiver. This Agreement may not be modified, amended or\n -------------------- \nsupplemented other than by an agreement in writing executed by all Parties\nhereto. No waiver shall be binding unless executed in writing by the Party\nmaking the waiver. No waiver of any provisions, breach or default of this\nAgreement shall be deemed or shall constitute a waiver of any other provision,\nwhether or not similar, nor shall any waiver constitute a continuing waiver.\n\n 15.2 Delays or Omissions. It is agreed that no delay or omission to\n -------------------\nexercise any right, power or remedy accruing to any Party, upon any breach,\ndefault or noncompliance by another Party under this Agreement, shall impair any\nsuch right, power or remedy, nor shall it be construed to be a waiver of any\nsuch breach, default or noncompliance, or any acquiescence therein, or of or in\nany similar breach, default or noncompliance thereafter occurring. It is further\nagreed that any waiver, permit, consent or approval of any kind or character of\nany breach, default or noncompliance under this Agreement or any waiver of any\nprovisions or conditions of the Agreement must be in writing and shall be\neffective only to the extent specifically set forth in such writing. All\nremedies, either under this Agreement or otherwise afforded to any Party, shall\nbe cumulative and not alternative.\n\n 15.3 Assignment: Binding Upon Successors and Assigns. Except as expressly\n ------------------------------------------------\npermitted otherwise in Sections 5.4(a) and 13.8 hereof, Seller may not assign\nany of its rights or obligations hereunder (i) without the prior written consent\nof Buyer, which consent shall not be unreasonably withheld unless Seller\nproposes such an assignment to an IBIP Vendor, in which case Buyer may withhold\nits consent in its sole and absolute discretion, and (ii) unless, prior to\nSeller assigning its rights or obligations under this Agreement, any such\nassignee agrees in writing to assume all of Seller's obligations hereunder. This\nAgreement will be binding upon and inure to the benefit of the Parties hereto\nand their respective permitted successors and assigns.\n\n 15.4 Limitation of Liabilities. In no event shall any Party to this\n ------------------------- \nagreement be liable for any indirect, incidental, consequential, special, or\npunitive damages of any nature or lost profits, whether such liability is\nasserted on the basis of contract (including, without limitation, the breach or\nany termination of this Agreement or any Ancillary Agreement), tort (including\nnegligence or strict liability), or otherwise, in connection with the\ntransactions contemplated by this Agreement or any Ancillary Agreement, even if\nadvised in advance of the possibility of any such Loss. In addition, the\nliability of a Party arising out of or in connection with this Agreement,\nincluding without limitation the liability for all Losses \n\n -22-\n\n \nfor all Indemnified Parties under Section 12 hereof and any Ancillary Agreement\nshall in no event exceed [***]*.\n --- \n\n 15.5 Notices. All notices, requests, demands and other communications\n -------\nrequired or permitted under this Agreement and the transactions contemplated\nherein shall be in writing and shall be deemed to have been duly given, made and\nreceived (i) on the date when delivered by hand delivery with receipt\nacknowledged, or (ii) upon the next business day following receipt of telex or\ntelecopy transmission with confirmation of receipt returned to the sender, or\n(iii) upon the third day after deposit in the United States mail, registered or\ncertified with postage prepaid, return receipt requested, in each case addressed\nas set forth below:\n\n (a) If to Buyer:\n ----------- \n\n Stamps.com Inc.\n 3420 Ocean Park Boulevard,\n Suite 1040\n Santa Monica, California 90405\n Attention: Legal\n Telephone: (310) 581-7200\n Telecopy: (310) 314-8583\n \n With a copy to:\n -------------- \n\n Irell & Manella LLP\n 1800 Avenue of the Stars, Suite 900\n Los Angeles, California 90067\n Attention: Gary Frischling\n Telephone: (310) 277-1010\n Telecopy: (310) 203-7199\n\n (b) If to Seller:\n ------------ \n\n eStamp Corporation\n 2051 Stierlin Court\n Mountain View, California 94043\n Telephone: (650) 919-7500\n Telecopy: (650) 919-7867\n\n\n------------------\n * Confidential treatment has been requested for the bracketed portion. The\nconfidential redacted portion has been omitted and filed separately with the\nSecurities and Exchange Commission.\n\n -23-\n\n \n With a copy to:\n -------------- \n\n Fenwick & West LLP\n Two Palo Alto Square\n Palo Alto, California 94306\n Attention: Lawrence Granatelli\n Telephone: (650) 494-0600\n Telecopy: (650) 494-1417\n\nAny Party may alter the addresses to which communications or copies are to be\nsent by giving notice of such change of address in conformity with the\nprovisions of this Section 15.5 for the giving of notice.\n\n 15.6 Incorporation of Schedules and Exhibits. All schedules, exhibits and\n --------------------------------------- \nother documents and written information required to be delivered pursuant to\nthis Agreement are incorporated into this Agreement by this reference.\n\n 15.7 Affiliates. Seller agrees that it will ensure that all of its\n ----------\nAffiliates are subject to the restrictions to which Seller is subject under this\nAgreement with respect to the treatment and use of Buyer's Confidential\nInformation, regardless of how such Affiliate acquires such Confidential\nInformation.\n\n 15.8 Independent Contractors. The relationship of the Parties established\n ----------------------- \nby this Agreement is that of independent contractors, and nothing contained in\nthis Agreement shall be construed to (i) give either Party the power to direct\nand control the day-to-day activities of the other, (ii) constitute the Parties\nas partners, joint venturers, co-owners or otherwise as participants in a joint\nor common undertaking, or (iii) allow either Party to create or assume any\nobligation on behalf of the other Party for any purpose whatsoever.\n\n 15.9 Captions. The captions contained in this Agreement are for\n -------- \nconvenience and reference purposes only and shall not affect in any way the\nmeaning and interpretation of this Agreement.\n\n 15.10 Severability. If any provision of this Agreement, or the application\n ------------ \nthereof, will for any reason and to any extent be invalid or unenforceable, the\nremainder of this Agreement and application of such provision to other persons\nor circumstances will be interpreted so as reasonably to effect the intent of\nthe Parties hereto. The Parties further agree to replace such void or\nunenforceable provision of this Agreement with a valid and enforceable provision\nthat will achieve, to the greatest extent possible, the economic, business and\nother purposes of the void or unenforceable provision.\n\n 15.11 Governing Law; Exclusive Jurisdiction and Venue. This Agreement\n ----------------------------------------------- \nshall be governed by and construed under the laws of the State of California,\nwithout reference to conflict of laws principles. Any proceeding arising out of\nor relating to this Agreement shall be brought and heard only in an appropriate\nstate or federal court located in the County of Los Angeles, California. The\nParties hereto waive any and all objections that they may have as to personal\njurisdiction or venue in any of the above courts.\n\n 15.12 Counterparts. This Agreement may be executed in any number of\n ------------ \ncounterparts, each of which shall be deemed to be an original and all of which\nshall together \n\n -24-\n\n \nconstitute one and the same instrument. This Agreement shall become binding when\none or more counterparts hereof shall bear the signatures of all of the Parties\nindicated as the signatories hereto.\n\n 15.13 Attorneys' Fees. In the event that any action or proceeding\n --------------- \n(including proceedings in bankruptcy) is brought by either Party to enforce or\ninterpret any provision, covenant or condition contained in this Agreement, the\nprevailing Party in such action or proceeding (whether after trial or appeal)\nshall be entitled to recover from the Party not prevailing its expenses therein,\nincluding reasonable attorneys' fees and allowable costs.\n\n 15.14 Joint Work Product. This Agreement is the joint work product of the\n ------------------ \nParties hereto; accordingly, in its interpretation, no inferences will be drawn\nagainst either Party based upon its drafting of the provision(s) at issue.\n\n 15.15 No Third Party Beneficiaries. Unless otherwise expressly provided,\n ---------------------------- \nno provisions of this Agreement are intended or shall be construed to confer\nupon or give to any person or entity other than Seller and Buyer any rights,\nremedies or other benefits under or by reason of this Agreement.\n\n 15.16 Further Assurances. Each of the Parties hereto covenants, without\n ------------------ \nthe need for additional consideration, that it and its Affiliates will take such\nfurther actions and execute upon request any further documents as may be\nreasonably required to fully effectuate the terms, conditions and intent of this\nAgreement and to more fully vest in the other Party and its Affiliates the\nrights, licenses and other benefits provided to such other Party and its\nAffiliates hereunder.\n\n 15.17 Entire Agreement. This Agreement, including the schedules and\n ---------------- \nexhibits hereto, and all Ancillary Agreements contain the entire understanding\namong the Parties hereto and with respect to the subject matter hereof and\nsupersedes all prior and contemporaneous agreements, understandings,\nrepresentations, inducements or conditions, express or implied, oral or written,\nexcept as set forth herein and therein. The express terms hereof and thereof\ncontrol and supersede any course of performance and\/or usage of the trade\ninconsistent with any of the terms hereof.\n\n 15.18 Delivery by Facsimile. This Agreement, the agreements referred to\n --------------------- \nherein, and each other agreement or instrument entered into in connection\nherewith or therewith or contemplated hereby or thereby, and any amendments\nhereto or thereto, to the extent signed and delivered by means of a facsimile\nmachine, shall be treated in all manner and respects as an original agreement or\ninstrument and shall be considered to have the same binding legal effect as if\nit were the original signed version thereof delivered in person. At the request\nof any party hereto or to any such agreement or instrument, each other party\nhereto or thereto shall re-execute original forms thereof and deliver them to\nall other parties. No party hereto or to any such agreement or instrument shall\nraise the use of a facsimile machine to deliver a signature or the fact that any\nsignature or agreement or instrument was transmitted or communicated through the\nuse of a facsimile machine as a defense to the enforceability of a contract and\neach such party forever waives any such defense.\n\n [Remainder of page intentionally left blank]\n\n -25-\n\n \n IN WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase\nAgreement as of the date first above written.\n\nBUYER: STAMPS.COM INC.\n\n\n By: \n ___________________________\n Bruce Coleman\n Chief Executive Officer\n\n\nSELLER: E-STAMP CORPORATION\n\n\n\n\n By: \n ____________________________\n Edward Malysz\n Vice President, General Counsel and\n acting Chief Financial Officer\n\n -26-\n\n \n Confidential Disclosure Schedule\n\nStamps.com, Inc. agrees to furnish supplementally a copy of the foregoing \nschedule to the SEC upon request.\n\n -27-\n\n \n SCHEDULE A\n ----------\n\n Domain Names\n\n\n1. EPOSTAGESTAMPS.COM\n\n2. ESTAMP.COM\n\n3. E-STAMP.COM\n\n4. E--STAMP.COM\n\n5. ESTAMP.NET\n\n6. E-STAMP.NET\n\n7. ESTAMP.ORG\n\n8. E-STAMP.ORG\n\n9. ESTAMPMETER.COM\n\n10. ESTAMPNOW.COM\n\n11. ESTAMPONLINE.COM\n\n12. ESTAMPS.COM\n\n13. E-STAMPS.NET\n\n14. ESTAMPS.ORG\n\n15. E-STAMPS.ORG\n\n16. ESTAMPS2000.COM\n\n17. E-STAMPS2000.COM\n\n18. ESTAMPSBYEMAIL.COM\n\n19. ESTAMPSBYMAIL.COM\n\n20. ESTAMPSMAIL.COM\n\n21. ESTAMPSNOW.COM\n\n22. E-STAMPSNOW.COM\n\n23. ESTAMPSONLINE.COM\n\n -28-\n\n \n (SCHEDULE A, continued)\n ----------\n\n24. MYESTAMPS.COM\n\n25. ONLINESTAMP.COM\n\n26. ONLINESTAMPS.COM\n\n27. PCPOSTAGESTAMPS.COM\n\n28. WEBESTAMP.COM\n\n -29-\n\n \n SCHEDULE B\n ----------\n\n IBIP Venders\n\n\nPitney Bowes, Inc.\nAscom Mailing Systems\nEnvelope Manager Software\nFrancotyp-Postalia AG\nKARA Technology\nNeopost Online, Inc.\nPSI Systems, Inc.\n\n -30-\n\n \n SCHEDULE C\n ---------- \n\n Patent Portfolio\n\n\n UNITED STATES ISSUED PATENTS\n ----------------------------\n\n<\/pre>\n
\n\nTitle Patent No.
\n——————————————————————————–
\n
\nSystem and Method for Automatically Printing Postage on Mail 5,510,992
\n——————————————————————————–
\nSystem and Method for Storing Postage in a Computer System 5,682,318
\n——————————————————————————–
\nSystem and Method for Automatically Printing Postage on Mail 5,774,886
\n——————————————————————————–
\nSystem and Method for Storing, Retrieving and Automatically 5,606,507
\n Printing Postage on Mail
\n——————————————————————————–
\nSystem and Method for Storing, Retrieving and Automatically 5,666,284
\n Printing Postage on Mail
\n——————————————————————————–
\nSystem and Method for Registration Using Indicia 5,825,893
\n——————————————————————————–
\nSystem and Method for Controlling the Dispensing of an 5,778,076
\n Authenticating Indicia
\n——————————————————————————–
\nSystem and Method for Controlling the Dispensing of an 5,796,834
\n Authenticating Indicia
\n——————————————————————————–
\nSystem and Method for Controlling the Storage of Data Within a 5,801,364
\n Portable Memory
\n——————————————————————————–
\nSystem and Method for Retrieving Postage Credit Controlled 5,812,991
\n with a Portable memory on a Computer Network
\n——————————————————————————–
\nSystem and Method for Generating Personalized Postage Indicia 5,819,240
\n——————————————————————————–
\nSystem and Method for Printing Personalized Postage Indicia 5,717,597
\n on Greeting Cards
\n——————————————————————————–
\nSystem and Method for Printing Postage Indicia Directly on 5,801,944
\n Documents
\n——————————————————————————–
\nMethod and System for Electronic Document Certification 5,982,506
\n——————————————————————————–
\nMethod and System for Electronic Document Certification 6,158,003
\n——————————————————————————–
\n<\/c><\/s><\/caption>\n<\/table>\n -31-<\/p>\n
(SCHEDULE C continued)
\n ———- <\/p>\n
\n
\n——————————————————————————–
\nMemorabilia Display Case 5,603,410
\n——————————————————————————–
\nSystem and Method Remote Postage Metering 5,822,739
\n——————————————————————————–
\nSystem and Method for Automatic Determination of Postal Item 5,983,209
\n Weight by Context
\n——————————————————————————–
\nSystem and Method for Providing Fault Tolerant Transactions Over 6,199,055
\n an Unsecured Communication Channel
\n——————————————————————————–
\nSystem and Method for Printing Multiple Postage Indicia 6,208,980
\n——————————————————————————–
\nStampless Envelope–Design D384,098
\n——————————————————————————–
\nStampless Envelope with Enlarged Window–Design D380,007
\n——————————————————————————–
\nDisplay Box–Design D376,710
\n——————————————————————————–
\nStampless Envelope–Design D395,333
\n——————————————————————————–
\nStampless Envelope–Design D414,511
\n——————————————————————————–
\nFront Surface of a Stampless Envelope–Design D421,048
\n——————————————————————————–
\nFront Surface of a Stampless Envelope–Design D434,438
\n——————————————————————————–
\nStampless Envelope–Design D386,783
\n——————————————————————————–
\nStampless Envelope–Design D386,204
\n——————————————————————————–
\nWindow Portion of a Stampless Envelope–Design D405,111
\n——————————————————————————–
\nWindow Portion of a Stampless Envelope–Design D405,112
\n——————————————————————————–
\n<\/c><\/s><\/table>\n -32-<\/p>\n
(SCHEDULE C, continued)
\n ———- <\/p>\n
UNITED STATES PENDING PATENT APPLICATIONS
\n —————————————–<\/p>\n
[***]*
\n —<\/p>\n
—————
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-33-<\/p>\n
(SCHEDULE C, continued)
\n ———-<\/p>\n
FOREIGN ISSUED PATENTS
\n ———————-<\/p>\n
——————————————————————————–
\nCountry No. Title
\n——————————————————————————–
\nAustralia 707840 System and Method for Retrieving, Selecting
\n and Printing Postage Indicia on Documents
\n——————————————————————————–
\nCanada 77242 Stampless Envelope–Design-Canada
\n——————————————————————————–
\nCanada 77243 Stampless Envelope–Design-Canada
\n——————————————————————————–
\nCanada 77244 Stampless Envelope–Design-Canada
\n——————————————————————————–
\nGermany M9408938.8 Stampless Envelope–Design-Germany
\n——————————————————————————–
\nGreat Britain 2300151 Storing, Retrieving and Automatically Printing
\n Postage on Mail
\n——————————————————————————–
\nGreat Britain 2316362 Storing, Retrieving and Automatically Printing
\n Postage on Mail
\n——————————————————————————–
\nGreat Britain 2043298 Stampless Envelope–Design-Great Britain
\n——————————————————————————–
\nGreat Britain 2049990 Stampless Envelope–Design-Great Britain
\n——————————————————————————–
\nGreat Britain 2049989 Stampless Envelope–Design-Great Britain
\n——————————————————————————–<\/p>\n
-34-<\/p>\n
(SCHEDULE C, continued)
\n ———-<\/p>\n
FOREIGN PENDING PATENT APPLICATIONS
\n ———————————–<\/p>\n
—————
\n[***]*
\n—————<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-35-<\/p>\n
SCHEDULE D
\n ———-<\/p>\n
Trademarks<\/p>\n
——————————————————————————–
\n UNITED STATES
\n——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 75\/257,017 2,279,750
\n——————————————————————————–
\nE & Design 75\/602,096
\n——————————————————————————–
\nE-STAMP 74\/475,757 2,152,671
\n——————————————————————————–
\nE-STAMP 75\/602,095
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 75\/603,999
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 75\/408,910
\n——————————————————————————–
\nE-STAMP.COM 75\/563,137
\n——————————————————————————–
\nE-STAMP.COM 75\/602,097
\n——————————————————————————–
\nTHE INTERNET POSTAGE COMPANY 75\/602,094
\n——————————————————————————–
\nTHE INTERNET POSTAGE COMPANY 75\/602,092
\n——————————————————————————–<\/p>\n
CALIFORNIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP.COM N\/A 51010
\n——————————————————————————–
\nE-STAMP.COM N\/A 104948
\n——————————————————————————–<\/p>\n
ARGENTINA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 2023438 1707082
\n——————————————————————————–<\/p>\n
AUSTRALIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 735561 735561
\n——————————————————————————–
\nE & Design 796828 796828
\n——————————————————————————–
\nE-STAMP 796827
\n——————————————————————————–
\nE-STAMP 703164 703164
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 764571 764571
\n——————————————————————————–
\nESTAMP 759833 759833
\n——————————————————————————–
\nESTAMP ELECTRONIC POSTAGE & 711341 711341
\nDesign
\n——————————————————————————–<\/p>\n
BRAZIL<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 819977357
\n——————————————————————————–
\nE-STAMP 819314854 819314854
\n——————————————————————————–<\/p>\n
CANADA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 1018445
\n——————————————————————————–
\nE & Design 844618
\n——————————————————————————–
\nE-STAMP 1018444
\n——————————————————————————–<\/p>\n
-36-<\/p>\n
(SCHEDULE D, continued)<\/p>\n
——————————————————————————–
\nE-STAMP 805206
\n——————————————————————————–
\nE-STAMP.COM 1010964
\n——————————————————————————–
\nESTAMP 875,256
\n——————————————————————————–<\/p>\n
CHILE<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 337669 478442
\n——————————————————————————–<\/p>\n
CHINA<\/p>\n
——————————————————————————–
\nE & Design 970050612 1209087
\n——————————————————————————–
\nE-STAMP 960036782 1348722
\n——————————————————————————–
\nESTAMP ELECTRONIC 960087879 1108507
\nPOSTAGE & Design
\n——————————————————————————–<\/p>\n
CZECH REPUBLIC<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP O-108909-96 202.989
\n——————————————————————————–<\/p>\n
EUROPEAN COMMUNITY<\/p>\n
——————————————————————————–
\nE & Design 517987 517987
\n——————————————————————————–
\nE-STAMP 33530 33530
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 848457 848457
\n——————————————————————————–
\nE-STAMP.COM 1127687
\n——————————————————————————–<\/p>\n
HONG KONG<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 2420\/96 5966\/97
\n——————————————————————————–<\/p>\n
HUNGARY<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP M 96 00749 146309
\n——————————————————————————–<\/p>\n
INDONESIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP D96\/5566 375767
\n——————————————————————————–<\/p>\n
ISRAEL<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 103711 103711
\n——————————————————————————–<\/p>\n
INDIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 700573
\n——————————————————————————–<\/p>\n
JAPAN<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 115,998\/97 4,332,078
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 49,167\/98 4,366,488
\n——————————————————————————–<\/p>\n
MEXICO<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 294945 557169
\n——————————————————————————–<\/p>\n
-37-<\/p>\n
(SCHEDULE D, continued)<\/p>\n
——————————————————————————–
\nE-STAMP 256013 657290
\n——————————————————————————–
\nESTAMP ELECTRONIC
\nPOSTAGE & Design 266596 534428
\n——————————————————————————–<\/p>\n
MALAYSIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 96\/02841 96002841
\n——————————————————————————–<\/p>\n
NORWAY<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 961361 182157
\n——————————————————————————–<\/p>\n
NEW ZEALAND<\/p>\n
——————————————————————————–
\nE & Design 310890 310890
\n——————————————————————————–
\nE & Design 310889 310889
\n——————————————————————————–
\nE-STAMP 310888 310888
\n——————————————————————————–
\nE-STAMP 259265 259265
\n——————————————————————————–
\nE-STAMP.COM 307426 307426
\n——————————————————————————–
\nE-STAMP.COM 307425 307425
\n——————————————————————————–
\nESTAMP ELECTRONIC
\nPOSTAGE & Design 263866 B263866
\n——————————————————————————–<\/p>\n
PHILIPPINES<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 107543
\n——————————————————————————–<\/p>\n
POLAND<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP Z-156938 106839
\n——————————————————————————–<\/p>\n
ROMANIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 38721 27559
\n——————————————————————————–<\/p>\n
RUSSIAN FEDERATION<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 97707375 167515
\n——————————————————————————–
\nE-STAMP 96702706 154827
\n——————————————————————————–
\nESTAMP ELECTRONIC
\nPOSTAGE & Design 96708428 159387
\n——————————————————————————–<\/p>\n
SAUDI ARABIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 34155 409\/87
\n——————————————————————————–<\/p>\n
SINGAPORE<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 5522\/97 T97\/05522E
\n——————————————————————————–
\nE-STAMP 1837\/96 T96\/01837G
\n——————————————————————————–<\/p>\n
SOUTH AFRICA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 96\/02518 96\/02518
\n——————————————————————————–<\/p>\n
SOUTH KOREA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–<\/p>\n
-38-<\/p>\n
(SCHEDULE D, continued)<\/p>\n
——————————————————————————–
\nE & Design 97-21481 414681
\n——————————————————————————–
\nE-STAMP 96-9249 378864
\n——————————————————————————–<\/p>\n
SWITZERLAND<\/p>\n
——————————————————————————–
\nE & Design 3690\/1997 446318
\n——————————————————————————–
\nE-STAMP 1542\/1996 437296
\n——————————————————————————–<\/p>\n
THAILAND<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 304710 KOR59765
\n——————————————————————————–<\/p>\n
TURKEY<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP 96\/4310 182044
\n——————————————————————————–<\/p>\n
TAIWAN<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 86023515 00855286
\n——————————————————————————–
\nE-STAMP 85-9204 00755569
\n——————————————————————————–<\/p>\n
YUGOSLAVIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP Z-340\/96 41602
\n——————————————————————————–<\/p>\n
-39-<\/p>\n
Exhibit A-1
\n ———–<\/p>\n
TRADEMARK ASSIGNMENT
\n ——————–<\/p>\n
This TRADEMARK ASSIGNMENT (this “Assignment”) is entered into by ESTAMP
\nCORPORATION, a Delaware corporation, having a place of business located at 2051
\nStierlin Court, Mountain View, California 94043 (“Assignor”), as assignor, in
\nfavor of STAMPS.COM INC., a Delaware corporation having a place of business
\nlocated at 3420 Ocean Park Boulevard, Suite 1040, Santa Monica, California 90405
\n(“Assignee”), as assignee, with reference to the following facts and
\ncircumstances:<\/p>\n
Assignor and Assignee have entered into that certain Asset Purchase
\nAgreement dated _________________ (the “Asset Purchase Agreement”), which, along
\nwith the promises contained herein, constitute mutual consideration for the
\npromises herein;<\/p>\n
Assignor is the owner of the trademark registrations and applications for
\nregistration in the United States (the “Trademarks”) as shown on the attached
\nExhibit A.<\/p>\n
WHEREAS, Assignee desires to acquire all right, title and interest in and
\nto the Trademarks and related rights.<\/p>\n
NOW, THEREFORE, for good and valuable consideration, the receipt and
\nsufficiency of which is hereby acknowledged, Assignor does hereby assign and
\ntransfer unto Assignee all right, title and interest of Assignor in and to the
\nTrademarks, together with the goodwill of the business symbolized by the marks,
\nas well as its entire right, title and interest in and to all State
\nregistrations of the marks heretofore granted or applied for, any and all common
\nlaw rights to the Trademarks in the United States and any state thereof, and any
\nand all claims and demands it may have either at law or in equity arising out of
\nany past infringements.<\/p>\n
Assignor does hereby expressly agree that Assignee may singly, and without
\nassistance or consent from Assignor, undertake procedures to record the transfer
\nof the Trademarks to Assignee in the United States Patent and Trademark Office.<\/p>\n
In testimony whereof, Assignor has caused this Assignment to be executed by
\nits officer(s) thereunto duly authorized.<\/p>\n
ASSIGNOR<\/p>\n
ESTAMP CORPORATION<\/p>\n
Dated: ________________ By: _________________________
\n [Name]
\n [Title]<\/p>\n
STATE OF )
\nCOUNTY OF )<\/p>\n
On _______________________, before me, , Notary Public,
\npersonally appeared ________________, personally known to me (or proved to me on
\nthe basis of satisfactory evidence) to be the person whose name is subscribed to
\nthe within instrument and acknowledged to me that he executed the same in his
\nauthorized capacity, and that by his signature on the instrument the person, or
\nthe entity upon behalf of which the person acted, executed the instrument.<\/p>\n
WITNESS my hand and official seal.<\/p>\n
_____________________________
\nNotary Public<\/p>\n
A-1<\/p>\n
EXHIBIT A TO TRADEMARK ASSIGNMENT<\/p>\n
Trademarks<\/p>\n
UNITED STATES<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE & Design 75\/257,017 2,279,750
\n——————————————————————————–
\nE & Design 75\/602,096
\n——————————————————————————–
\nE-STAMP 74\/475,757 2,152,671
\n——————————————————————————–
\nE-STAMP 75\/602,095
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 75\/603,999
\n——————————————————————————–
\nE-STAMP INTERNET POSTAGE 75\/408,910
\n——————————————————————————–
\nE-STAMP.COM 75\/563,137
\n——————————————————————————–
\nE-STAMP.COM 75\/602,097
\n——————————————————————————–
\nTHE INTERNET POSTAGE COMPANY 75\/602,094
\n——————————————————————————–
\nTHE INTERNET POSTAGE COMPANY 75\/602,092
\n——————————————————————————–<\/p>\n
CALIFORNIA<\/p>\n
——————————————————————————–
\nMark Application No. Registration No.
\n——————————————————————————–
\nE-STAMP.COM N\/A 51010
\n——————————————————————————–
\nE-STAMP.COM N\/A 104948
\n——————————————————————————–<\/p>\n
A-2<\/p>\n
Exhibit A-2
\n ———–<\/p>\n
PATENT ASSIGNMENT
\n —————–<\/p>\n
This PATENT ASSIGNMENT (this “Assignment”) is entered into is entered into
\nby eStamp Corporation, a Delaware corporation, having a place of business
\nlocated at 2051 Stierlin Court, Mountain View, California 94043 (“Assignor”), as
\nassignor, in favor of Stamps.com Inc., a Delaware corporation having a place of
\nbusiness located at 3420 Ocean Park Boulevard, Suite 1040, Santa Monica,
\nCalifornia 90405 (“Assignee”), as assignee, with reference to the following
\nfacts and circumstances:<\/p>\n
Assignor and Assignee have entered into that certain Asset Purchase
\nAgreement dated _________________ (the “Asset Purchase Agreement”), which, along
\nwith the promises contained herein, constitute mutual consideration for the
\npromises herein;<\/p>\n
Assignor is the sole and exclusive owner of the Letters Patents and
\napplications in the United States (hereinafter the “Patents”) as shown on the
\nattached Exhibit A.<\/p>\n
Assignee desires to acquire, and Assignor desires to assign, Assignor’s
\nright, title and interest in, to and under the Patents.<\/p>\n
NOW, THEREFORE, to all whom it may concern, be it known that for good and
\nvaluable consideration the receipt and adequacy of which is hereby acknowledged,
\nAssignor has sold, assigned, transferred and set over, and does hereby sell,
\nassign, transfer and set over to Assignee the Patents listed in Exhibit A
\nattached hereto, together with any reissue or reissues of the Patents to the end
\nof the term or terms for which the Patents are granted or may be reissued as
\nfully and entirely as the same would have been held and enjoyed by Assignor if
\nthis assignment and sale had not been made; together with all claims for damages
\nby reason of past infringement of the Patents, with the right to sue for, and
\ncollect the same for Assignee’s own use and benefit and for the use and benefit
\nof Assignee’s successors, assigns or other legal representatives.<\/p>\n
Assignor further warrants that it has not executed, and will not execute,
\nany agreements in conflict with or inconsistent with this assignment.<\/p>\n
In testimony whereof, Assignor has caused this Assignment to be executed by
\nits officer(s) thereunto duly authorized.<\/p>\n
ASSIGNOR
\n ESTAMP CORPORATION<\/p>\n
Dated: ________________ By: _________________________
\n [Name]
\n [Title]<\/p>\n
STATE OF )<\/p>\n
COUNTY OF )<\/p>\n
On _______________________, before me, , Notary Public,
\npersonally appeared _______________, personally known to me (or proved to me on
\nthe basis of satisfactory evidence) to be the person whose name is subscribed to
\nthe within instrument and acknowledged to me that he executed the same in his
\nauthorized capacity, and that by his signature on the instrument the person, or
\nthe entity upon behalf of which the person acted, executed the instrument.<\/p>\n
WITNESS my hand and official seal.<\/p>\n
______________________________
\nNotary Public<\/p>\n
A-3<\/p>\n
EXHIBIT A TO PATENT ASSIGNMENT<\/p>\n
UNITED STATES ISSUED PATENTS
\n —————————-<\/p>\n
——————————————————————————–
\nTitle Patent No.
\n——————————————————————————–
\nSystem and Method for Automatically Printing Postage on 5,510,992
\n Mail
\n——————————————————————————–
\nSystem and Method for Storing Postage in a Computer System 5,682,318
\n——————————————————————————–
\nSystem and Method for Automatically Printing Postage on 5,774,886
\n Mail
\n——————————————————————————–
\nSystem and Method for Storing, Retrieving and 5,606,507
\n Automatically Printing Postage on Mail
\n——————————————————————————–
\nSystem and Method for Storing, Retrieving and 5,666,284
\n Automatically Printing Postage on Mail
\n——————————————————————————–
\nSystem and Method for Registration Using Indicia 5,825,893
\n——————————————————————————–
\nSystem and Method for Controlling the Dispensing of an 5,778,076
\n Authenticating Indicia
\n——————————————————————————–
\nSystem and Method for Controlling the Dispensing of an 5,796,834
\n Authenticating Indicia
\n——————————————————————————–
\nSystem and Method for Controlling the Storage of Data 5,801,364
\n Within a Portable Memory
\n——————————————————————————–
\nSystem and Method for Retrieving Postage Credit 5,812,991
\n Controlled with a Portable memory on a Computer Network
\n——————————————————————————–
\nSystem and Method for Generating Personalized Postage 5,819,240
\n Indicia
\n——————————————————————————–
\nSystem and Method for Printing Personalized Postage 5,717,597
\n Indicia on Greeting Cards
\n——————————————————————————–
\nSystem and Method for Printing Postage Indicia Directly 5,801,944
\n on Documents
\n——————————————————————————–
\nMethod and System for Electronic Document Certification 5,982,506
\n——————————————————————————–
\nMethod and System for Electronic Document Certification 6,158,003
\n——————————————————————————–
\nMemorabilia Display Case 5,603,410
\n——————————————————————————–
\nSystem and Method Remote Postage Metering 5,822,739
\n——————————————————————————–
\nSystem and Method for Automatic Determination of Postal 5,983,209
\n Item Weight by Context
\n——————————————————————————–<\/p>\n
-4-<\/p>\n
——————————————————————————–
\nTitle Patent No.
\n——————————————————————————–
\nSystem and Method for Providing Fault Tolerant 6,199,055
\n Transactions Over an Unsecured Communication Channel
\n——————————————————————————–
\nSystem and Method for Printing Multiple Postage Indicia 6,208,980
\n——————————————————————————–
\nStampless Envelope–Design D384,098
\n——————————————————————————–
\nStampless Envelope with Enlarged Window–Design D380,007
\n——————————————————————————–
\nDisplay Box–Design D376,710
\n——————————————————————————–
\nStampless Envelope–Design D395,333
\n——————————————————————————–
\nStampless Envelope–Design D414,511
\n——————————————————————————–
\nFront Surface of a Stampless Envelope–Design D421,048
\n——————————————————————————–
\nFront Surface of a Stampless Envelope–Design D434,438
\n——————————————————————————–
\nStampless Envelope–Design D386,783
\n——————————————————————————–
\nStampless Envelope–Design D386,204
\n——————————————————————————–
\nWindow Portion of a Stampless Envelope–Design D405,111
\n——————————————————————————–
\nWindow Portion of a Stampless Envelope–Design D405,112
\n——————————————————————————–<\/p>\n
-5-<\/p>\n
UNITED STATES PENDING PATENT APPLICATIONS
\n —————————————–<\/p>\n
—————
\n[***]*
\n—————<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-6-<\/p>\n
Exhibit A-3
\n ———–<\/p>\n
DOMAIN NAME ASSIGNMENT
\n ———————-<\/p>\n
This DOMAIN NAME ASSIGNMENT (this “Assignment”) is entered into by ESTAMP
\nCORPORATION, a Delaware corporation, having a place of business located at 2051
\nStierlin Court, Mountain View, California 94043 (“Assignor”), as assignor, in
\nfavor of STAMPS.COM INC., a Delaware corporation having a place of business
\nlocated at 3420 Ocean Park Boulevard, Suite 1040, Santa Monica, California 90405
\n(“Assignee”), as assignee, with reference to the following facts and
\ncircumstances:<\/p>\n
WHEREAS, Assignor and Assignee have entered into that certain Asset
\nPurchase Agreement dated _________________ (the “Asset Purchase Agreement”),
\nwhich, along with the promises contained herein, constitute mutual consideration
\nfor the promises herein;<\/p>\n
WHEREAS, Assignor is the registrant of the registered Domain Names (the
\n“Domain Names”) as shown on the attached Exhibit A.<\/p>\n
WHEREAS, Assignee desires to acquire any and all right and interest in and
\nto the Domain Names and related rights.<\/p>\n
NOW, THEREFORE, for good and valuable consideration, the receipt and
\nsufficiency of which is hereby acknowledged, Assignor does hereby assign and
\ntransfer unto Assignee any and all right and interest of Assignor in and to the
\nDomain Names, together with the goodwill of the business symbolized by the
\nDomain Names, as well as Assignor’s entire right, title and interest in and to
\nall federal and state trade and service mark registrations of the Domain Names
\nheretofore granted or applied for, and any and all common law rights to the
\nDomain Names throughout the world, and any and all claims and demands it may
\nhave either at law or in equity arising out of any past infringements and uses
\nof the Domain Names.<\/p>\n
Assignor does hereby expressly agree that procedures be taken with an
\nappropriate domain name registrar (such as Network Solutions, Inc.) by Assignee,
\nwith assistance as necessary from Assignor, to execute the transfer of the
\nDomain Names to Assignee.<\/p>\n
In testimony whereof, Assignor has caused this Assignment to be executed by
\nits officer(s) thereunto duly authorized.<\/p>\n
ASSIGNOR<\/p>\n
ESTAMP CORPORATION<\/p>\n
Dated: ________________ By: _________________________
\n [Name]
\n [Title]<\/p>\n
STATE OF )
\n )
\nCOUNTY OF )<\/p>\n
On _______________________, before me, , Notary Public,
\npersonally appeared ________________, personally known to me (or proved to me on
\nthe basis of satisfactory evidence) to be the person whose name is subscribed to
\nthe within instrument and acknowledged to me that he executed the same in his
\nauthorized capacity, and that by his signature on the instrument the person, or
\nthe entity upon behalf of which the person acted, executed the instrument.<\/p>\n
WITNESS my hand and official seal.<\/p>\n
_____________________________
\nNotary Public<\/p>\n
-7-<\/p>\n
EXHIBIT A TO DOMAIN NAME ASSIGNMEN<\/p>\n
Domain Names<\/p>\n
1. EPOSTAGESTAMPS.COM<\/p>\n
2. ESTAMP.COM<\/p>\n
3. E-STAMP.COM<\/p>\n
4. E–STAMP.COM<\/p>\n
5. ESTAMP.NET<\/p>\n
6. E-STAMP.NET<\/p>\n
7. ESTAMP.ORG<\/p>\n
8. E-STAMP.ORG<\/p>\n
9. ESTAMPMETER.COM<\/p>\n
10. ESTAMPNOW.COM<\/p>\n
11. ESTAMPONLINE.COM<\/p>\n
12. ESTAMPS.COM<\/p>\n
13. E-STAMPS.NET<\/p>\n
14. ESTAMPS.ORG<\/p>\n
15. E-STAMPS.ORG<\/p>\n
16. ESTAMPS2000.COM<\/p>\n
17. E-STAMPS2000.COM<\/p>\n
18. ESTAMPSBYEMAIL.COM<\/p>\n
19. ESTAMPSBYMAIL.COM<\/p>\n
20. ESTAMPSMAIL.COM<\/p>\n
21. ESTAMPSNOW.COM<\/p>\n
22. E-STAMPSNOW.COM<\/p>\n
23. ESTAMPSONLINE.COM<\/p>\n
24. MYESTAMPS.COM<\/p>\n
-8-<\/p>\n
25. ONLINESTAMP.COM<\/p>\n
26. ONLINESTAMPS.COM<\/p>\n
27. PCPOSTAGESTAMPS.COM<\/p>\n
28. WEBESTAMP.COM<\/p>\n
-9-<\/p>\n
Exhibit A-4
\n ———–<\/p>\n
DEED OF ASSIGNMENT
\n ——————<\/p>\n
THIS DEED OF ASSIGNMENT is made the __ day of _______, 2001<\/p>\n
BETWEEN: ESTAMP CORPORATION, a Delaware corporation, having a place of
\n business located at 2051 Stierlin Court, Mountain View,
\n California 94043, United States of America, (hereinafter referred
\n to as “the Assignor”) of the first part<\/p>\n
AND: STAMPS.COM INC., a Delaware corporation, having a place of
\n business located at 3420 Ocean Park Boulevard, Suite 1040, Santa
\n Monica, California 90405, United States of America, (hereinafter
\n referred to as “the Assignee”) of the second part.<\/p>\n
WHEREAS:<\/p>\n
A. The Assignor is the owner of Australian patents and applications listed in
\n the Schedule below (hereinafter referred to as “the Patents”) and is the
\n owner of inventions which are the subject of the Patents (hereinafter
\n referred to as “the Inventions”).<\/p>\n
B. The Assignor is desirous of assigning to the Assignee and the Assignee is
\n desirous of acquiring from the Assignor all its right, title and interest
\n in the Patents in the Commonwealth of Australia.<\/p>\n
NOW THIS DEED WITNESSETH as follows:<\/p>\n
1. The Assignor hereby assigns to the Assignee absolutely all its right, title
\n and interest in the Patents in the Commonwealth of Australia, including but
\n not limited to the right, either then existing or at any time in the
\n future, to make application for and obtain patents in the Commonwealth of
\n Australia in respect of the Inventions, specifically including the right to
\n file applications for patents, and claim priority, based on any of the
\n Patents.<\/p>\n
SCHEDULE:<\/p>\n
1. Registration No. 707840 – System and Method for Retrieving, Selecting and
\n Printing Postage Indicia on Documents<\/p>\n
-10-<\/p>\n
2. [***]*
\n — <\/p>\n
3. [***]*
\n — <\/p>\n
IN WITNESS WHEREOF the parties have executed this Deed on the day and year first
\nhereinbefore written.<\/p>\n
By: ____________________________
\n Name (printed):
\n Position held:
\nAttest: ______________________________
\n Name (printed):
\n Position held:<\/p>\n
By: ____________________________
\n Name (printed):
\n Position held:
\nAttest: ______________________________
\n Name (printed):
\n Position held:<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-11-<\/p>\n
Exhibit A-5
\n ———–<\/p>\n
CANADIAN DESIGN REGISTRATION ASSIGNMENT
\n —————————————<\/p>\n
The undersigned, ESTAMP CORPORATION, a company incorporated under the laws
\nof the state of Delaware in the United States of America, whose full post office
\naddress is 2051 Stierlin Court, Mountain View, California 94043, for valuable
\nconsideration, the receipt and sufficiency of which is hereby acknowledged, does
\nhereby sell, transfer and assign to STAMPS.COM INC., a company incorporated
\nunder the laws of the state of Delaware in the United States of America, whose
\nfull post office address is 3420 Ocean Park Boulevard, Suite 1040, Santa Monica,
\nCalifornia 90405, all its entire right, title and interest in and to the
\nfollowing Canadian industrial design applications and registrations:<\/p>\n
Registration No. Title
\n—————- —–
\n77242 Stampless Envelope—-Design-Canada<\/p>\n
77243 Stampless Envelope—-Design-Canada<\/p>\n
77244 Stampless Envelope—-Design-Canada<\/p>\n
the same to be held and enjoyed by the said ASSIGNEE to the full end of term
\nthereof for which the said industrial design applications or registrations are
\ngranted, as fully and entirely as the same could have been held and enjoyed by
\nit if this assignment and sale had not been made.<\/p>\n
SIGNED at __________________________ this _____ day of ________________, 2001.<\/p>\n
ESTAMP CORPORATION<\/p>\n
By:________________________________
\n (Signature of Officer)<\/p>\n
Name:______________________________<\/p>\n
Title:_____________________________<\/p>\n
DECLARATION OF WITNESS
\n ———————-<\/p>\n
I, __________________________, hereby declare that I was personally present
\nand did see ____________________________ duly sign and execute the foregoing
\nassignment.<\/p>\n
_____________________________________
\n (Signature of Witness)<\/p>\n
Name:__________________________________<\/p>\n
Address:_______________________________<\/p>\n
_______________________________<\/p>\n
-12-<\/p>\n
Exhibit A-6
\n ———–<\/p>\n
UBERTRAGUNGSERKLARUNG – DECLARATION OF ASSIGNMENT
\n ————————————————–<\/p>\n
fur Patente, Gebrauchsmuster, Marken, deren Anmeldungen sowie IR-Marken
\n for Patents, Utility Model Rights, Trademarks, their applications and
\n International Trademarks<\/p>\n
Der Unterzeichner
\nI\/We the undersigned<\/p>\n
ESTAMP CORPORATION
\n 2051 Stierlin Court
\n Mountain View, California 94043
\n United States of America<\/p>\n
Inhaber der deutschen Patente und Patentanmeldungen mit der(n) Nummer(n).
\nowner of the following German patent(s) and patent application(s) no(s):<\/p>\n
[***]*
\n — <\/p>\n
ubertragt hiermit das vorgenannte Schutzrecht mit allen Rechten und Pflichten
\nauf
\nherewith assigns the protective right with all rights and duties to<\/p>\n
STAMPS.COM INC.
\n 3420 Ocean Park Boulevard
\n Suite 1040
\n Santa Monica, California 90405
\n United States of America<\/p>\n
und erklart sich mit der Umschreibung auf die Erwerberin einverstanden.
\nand agrees that to the recordation of the assignment in the Patent Office.<\/p>\n
Ort\/Datum:
\nPlace\/Date:<\/p>\n
Unterschrift der Abtretenden \/ Signature of the Assignor<\/p>\n
________________________________________________________<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-13-<\/p>\n
Bitte den Namen des Unterzeichners mit Schreibmaschine wiederholen. Bei
\njuristischen Personen ist die Stellung des Unterschriftsberechtigten innerhalb
\nder Gesellschaft anzugeben.<\/p>\n
Please type name under signature. In case of legal persons the official capacity
\nof the signer within the company has to be indicated, e.g. “President”,
\n“Director”, “Company Secretary”)<\/p>\n
-14-<\/p>\n
Exhibit A-7
\n ———–<\/p>\n
ASSIGNMENT
\n ———-<\/p>\n
THIS ASSIGNMENT made the __ day of April 2001 BETWEEN ESTAMP CORPORATION, of
\n2051 Stierlin Court, Mountain View, California 94043, United States of America,
\n(hereinafter called ESTAMP) and STAMPS.COM INC., of 3420 Ocean Park Boulevard,
\nSuite 1040, Santa Monica, California 90405, United States of America,
\n(hereinafter called STAMPS.COM).<\/p>\n
WHEREAS: 1. [***]*
\n — <\/p>\n
2. ESTAMP is the registered proprietor of British Patents Nos.
\n 2300151; 2316362; 2043298; 2049990; and 2049989;<\/p>\n
3. STAMPS.COM is desirous of acquiring the said British Patent
\n Application and the said British Patents from ESTAMP; and<\/p>\n
4. ESTAMP is agreeable to assigning the said British Patent
\n Application and the said British Patents to STAMPS.COM.<\/p>\n
NOW THEREFORE THIS ASSIGNMENT WITNESSETH THAT for good and valuable
\nconsideration paid to ESTAMP by STAMPS.COM, the receipt and adequacy of which is
\nhereby acknowledged, ESTAMP does hereby assign and transfer unto STAMPS.COM all
\ntheir entire right title and interest in and to [***]* aforesaid and any and all
\n —
\npatents granted thereon and in and to British Patents Nos. 2300151, 2316362,
\n2043298, 2049990, and 2049989 aforesaid and all rights of action powers and
\nbenefits therein belonging or accrued, including the right to sue for past
\ninfringement, TO BE HELD by STAMPS.COM absolutely.<\/p>\n
IN WITNESS WHEREOF the parties hereto have executed these presents the day and
\ndate hereinabove written.<\/p>\n
ESTAMP Corporation STAMPS.COM Inc.<\/p>\n
by: ……………………. by: …………………….
\n President\/Chief Executive President\/Chief Executive<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-15-<\/p>\n
Exhibit A-8
\n ———–<\/p>\n
JAPANESE PATENT ASSIGNMENT
\n ————————–<\/p>\n
Japanese Patent Application Nos.:<\/p>\n
[***]*
\n — <\/p>\n
[***]*
\n — <\/p>\n
[***]*
\n — <\/p>\n
To all whom it may concern: Be it known that we have assigned the right to
\nobtain patent in the above identified applications.<\/p>\n
Dated this ___day of April, 2001<\/p>\n
Assignor: ESTAMP CORPORATION
\n 2051 Stierlin Court
\n Mountain View, California 94043
\n United States of America<\/p>\n
__________________________________________ Sign
\n ( ) Type<\/p>\n
Assignee: STAMPS.COM INC.
\n 3420 Ocean Park Boulevard
\n Suite 1040
\n Santa Monica, California 90405
\n United States of America<\/p>\n
__________________________________________ Sign
\n ( ) Type<\/p>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-16-<\/p>\n
Exhibit A-9
\n ———–<\/p>\n
MEXICAN PATENT ASSIGNMENT
\n ————————-<\/p>\n
\n\n CESION DE DERECHOS ASSIGNMENT OF RIGHTS
\n
\nSepan todos por la presente que Be it known by all those present that:
\n ESTAMP CORPORATION<\/p>\ndomiciliado(s) en: whose address is at:
\n 2051 Stierlin Court
\n Mountain View, California 94043
\n United States of America<\/p>\n
de nacionalidad a company incorporated under the laws of the state
\n of Delaware in the United States of America<\/p>\n
declara(n) que cede(n), vende(n), traspasa(n) en declare(s) that assign(s), sell(s) and transfer(s)
\ntoda propiedad y dominio a: in whole ownership and dominion to:<\/p>\n
STAMPS.COM INC.
\nDomiciliada en: whose address is at:
\n 3420 Ocean Park Boulevard
\n Suite 1040
\n Santa Monica, California 90405
\n United States of America<\/p>\n
por la cantidad de $ moneda mexicana, la for the amount of $
\n____________ arriba referida, asi como todos los Mexican currency, [***]* referred to, as well as
\nderechos que a ella correspondan, sin excepcion all the rights there of without any exception at
\nalguna, pudiendo por consiguiente desde hoy all, so that consequently, as of today he (they)
\nconsiderarse como duena de ella explotarla y can be considered as the sole owner(s) of the same
\ndisponer de la misma como mejor conviniere a sus to exploit and dispose of it as deemed best to his
\nintereses, sin que pudiera haber reclamo interests without being entitled to subsequently
\nulterior de su parte, en ninguna forma ni en filing any claim on his (their) part in no way
\nningun momento. whatsoever nor at any time.<\/p>\n
Por su parte, la cesionaria acepta la On his part, the assignee accepts the Assignment
\ntransferencia de derechos que se hacen a su of the rights which is made in his favor and
\nfavor y por la presente nombra, como sus hereby appoints his Attorneys, __________________,
\napoderados a los Sres____________________, para so that they can jointly or separately and in his
\nque conjunta o separadamente, y en su nombre y name and behalf, carry on all the necessary
\nrepresentacion, gestionen ante las Autoridades procedures before the acting Mexican Authorities
\nMexicanas correspondientes el registro de la for the corresponding recording of the ASSIGNMENT
\nTRANSMISION DE DERECHOS correspondiente, y la OF RIGHTS and in order to obtain the corresponding
\ncomunicacion respectiva. resolution.<\/p>\n
Firmado lo anterior en: Signed in (date and place):<\/p>\n
CESIONARIA (Assignee) CEDENTE (Assignor(s))<\/p>\n
——————————– ——————————–
\n<\/c><\/s><\/caption>\n<\/table>\n
——————-
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-17-<\/p>\n
Testigos (Witnesses)<\/p>\n
————————- ————————–<\/p>\n
The signatures of the assignor and the assignee must be notarized with an
\n apostille.
\n Please include names and domiciles of witnesses under their signatures<\/p>\n
-18-<\/p>\n
Exhibit A-10
\n ————<\/p>\n
[***]*<\/p>\n
—————–
\n * Confidential treatment has been requested for the bracketed portion. The
\nconfidential redacted portion has been omitted and filed separately with the
\nSecurities and Exchange Commission.<\/p>\n
-19-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8913],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9623,9622],"class_list":["post-43291","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-stampscom-inc","corporate_contracts_industries-retail__misc","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43291","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43291"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43291"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43291"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43291"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}