INTELLECTUAL PROPERTY RIGHTS FURTHER ASSURANCES AGREEMENT
WHEREAS, eSpeed, Inc., a Delaware corporation, located at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, XX 00000 ("eSpeed"), acting as an administrative agent in
accordance with that certain Administrative Services Agreement between eSpeed
and Cantor Xxxxxxxxxx, X.X., obtained on behalf of XX0x.xxx (as defined below)
and currently holds legal title to the trademarks both common and registered,
domain names and other property listed on Exhibit A annexed hereto;
WHEREAS, XX0x.xxx, LLC, a Delaware Limited Liability Company, located at
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 ("XX0x.xxx") desires to acquire said
legal title to all of the items listed on Exhibit A; and
WHEREAS, eSpeed is prepared to transfer legal title to all of the items
listed on Exhibit A to XX0x.xxx as soon as it is practicable for it to do so,
and is hereby providing assurance to XX0x.xxx that it shall transfer said legal
title.
NOW THEREFORE:
1. Upon request, but in any event as soon as is reasonably practicable,
eSpeed agrees that it will execute or arrange for execution of such assignment
document or documents as may be required, if any, from eSpeed and its
predecessors (or predecessors in title) to enable XX0x.xxx to record the
assignment to XX0x.xxx of the property listed on Exhibit A.
2. XX0x.xxx agrees to pay or reimburse eSpeed for all administrative
costs and necessary expenses and filing fees required in order to effectuate
such transfer, and eSpeed is not seeking payment of any other fee by XX0x.xxx
for the transfer from eSpeed to XX0x.xxx or for the use by XX0x.xxx of the
property on Exhibit A prior to transfer.
3. eSpeed and XX0x.xxx each acknowledges that MB Emission Trading, Inc.
and Mitsui & Co. (U.S.A.), Inc. are intended third party beneficiaries of this
agreement and that no modification or waiver of or to any provision of this
agreement shall be valid unless eSpeed and XX0x.xxx shall have obtained the
prior written consent of both MB Emission Trading, Inc. and Mitsui & Co.
(U.S.A.), Inc., which consent shall not be unreasonably withheld.
4. This agreement is made pursuant to and shall be governed and construed
in accordance with the laws of the State of New York.
IN TESTIMONY WHEREOF, the parties caused this Agreement to be executed by
its duly authorized officers this 11th day of October 2002.
eSpeed, Inc. XX0x.xxx, LLC
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxx
--------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx
Title: President Title: CEO
Date: October 11, 2002 Date: October 11, 2002
EXHIBIT A
TRADEMARK APPLICATION/REG. NO. LOCATION
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CO2E 849407 XXXXXXXXX
XX0X 76/088,002 UNITED STATES
CO2E 001878834 CTM*
CO2E JAPAN
DOMAIN NAMES
XX0X.XXX
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* CTM INCLUDES AUSTRIA, BENELUX, DENMARK, FINLAND, FRANCE, GERMANY, GREECE,
IRELAND, ITALY, PORTUGAL, SPAIN, SWEDEN AND UNITED KINGDOM.
