Fill and Sign the Asset Purchase Agreement E Stamp Corp and Stampscom Inc Form

- 1 - ASSIGNMENT This Assignment, made and executed as of ___________________, 20__, by and between _______________, Assignor, and _______________, Assignee, WITNESSETH: WHEREAS, on this date pursuant to an Asset Purchaser Agreement dated ___________________, 20__ between Assignor and Assignee, certain transfers are to be made, and WHEREAS, Assignee is willing to accept such an assignment. NOW, THEREFORE, the parties hereto agree as follows: Section 1. For valuable consideration, the receipt of which is hereby acknowledged, As signor hereby sells, assigns and transfers to Assignee all of Assignor's right, titl e and interest to the contracts and customer agreements listed in Schedule 1.1(e) attached and made a part of this Agreement, and also the work in process as and in the manner specified below. All open purchase orders which have no cost incurred, all open purchase orders which are partially complete will be distributed between Assignor and Assignee by using the ratio of cost incurred at closing date divided by the selling price. The percentage established by Costs/SP will be distri buted to the Assignor and the remaining percentage awarded to the Assignee. The foregoing are hereinafter called "Assigned Items". Section 2. Assignor covenants that Assignor has performed all of its obligations under the Assigned Items which are to be performed before the effective date of this Assignment, and Assignor further agrees and covenants to indemnify and hold Assignee harmless from any and all such obligations. Section 3. Assignee hereby assumes all of the obligations of Assignor under the A ssigned Items, which pursuant to the terms and provisions of the Assigned Items are to be performed on and after the effective date of this Assignment, and Assignee further agrees to indemnify and hold Assignor harmless from any and all such obligations. Section 4. The effective time of this Assignment shall be ______ o'clock on _______________________, 20__. Section 5. This Assignment shall be binding upon and shall operate to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives. - 2 - IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first written above. ___________________________________ By _________________________________ _____________________, President ____________________________________By _________________________________ _____________________, President