1
EXHIBIT 10.32
XXXXX0.XXX, INC.
0000 XXXXXXXXXX XXXXXX, XXXXX 000
XXXXX XXXXXX, XX 00000
April 19, 2001
E-Stamp Corporation
0000 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxx
Dear Bo:
Reference is made to the Agreement and Plan of Merger dated as of April 19,
2001 (the "Merger Agreement"), by and between E-Stamp Corporation, a corporation
organized under the laws of the State of Delaware ("E-Stamp"), and Xxxxx0.xxx,
Inc., a corporation organized under the laws of the State of Delaware
("Learn2"). Capitalized terms used herein and not defined herein shall have the
respective meanings assigned to them in the Merger Agreement.
This letter confirms our understanding that if, prior to the record date
for E-Stamp stockholder approval of the Merger, the E-Stamp Shares are delisted
from the Nasdaq National Market System and the Learn2 Shares are listed on the
Nasdaq National Market System, then, notwithstanding anything to the contrary in
the Merger Agreement, the Parties hereby agree as follows:
1. Learn2 shall be the Surviving Corporation;
2. As of the Effective Time, each issued and outstanding E-Stamp Share
shall be converted into the right to receive the number of Learn2
Shares calculated pursuant to the Exchange Ratio, rounded up to the
nearest whole share;
3. The "Exchange Ratio" shall mean the quotient obtained by dividing (x)
the Learn2 Total Outstanding Shares by (y) the number equal to 99.5%
of the E-Stamp Total Outstanding Shares;
4. "Learn2 Total Outstanding Shares" shall mean all Learn2 Shares
outstanding immediately prior to the Effective Time (including the RGC
Shares), plus all Learn2 Shares issuable upon exercise of and
conversion of all Learn2 Options (excluding the RGC Convertible
Debenture) that have exercise prices equal to or less than the
arithmetic average of the closing price of Learn2 Common Stock on each
of the five (5) consecutive trading days ending on the day immediately
preceding the date of the Learn2 Stockholders' Meeting and are vested
(or will become vested as a result of the Learn2 Stockholders'
Meeting, approval of the Merger by the Learn2 Stockholders and/or
consummation of the Merger) as of the Closing Date (excluding all
Learn2 Shares held by X-
0
Stamp or issuable to E-Stamp upon exercise of and conversion of any
Learn2 Options, including the Private Placement Securities);
5. "E-Stamp Total Outstanding Shares" shall mean all E-Stamp Shares
outstanding immediately prior to the Effective Time plus all E-Stamp
Shares issuable upon exercise of and conversion of all E-Stamp Options
that have exercise prices equal to or less than the arithmetic average
of the closing price of E-Stamp Common Stock on the each of the five
(5) consecutive trading days ending on the day immediately preceding
the date of the E-Stamp Stockholders' Meeting and are vested (or will
become vested as a result of the E-Stamp Stockholders' Meeting,
approval of the Merger by the E-Stamp Stockholders and/or consummation
of the Merger) as of the Closing Date (excluding all E-Stamp Shares
held by Learn2 or issuable to Learn2 upon exercise of and conversion
of any E-Stamp Options);
6. Notwithstanding the fact that Learn2 shall be the surviving
Corporation, E-Stamp shall have the right to designate a majority of
the members of the board of directors of the Surviving Corporation;
and
7. Except as provided herein, the Merger shall be consummated on the
terms and conditions set forth in the Merger Agreement; provided,
however, that the Parties shall further amend the Merger Agreement as
necessary to consummate the Merger as contemplated in this letter and
reflect Learn2 as the acquiring company in the Merger.
3
Please indicate your agreement with the foregoing by signing on the line
below.
Sincerely,
XXXXX0.XXX, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chairman of the Board of Directors
E-STAMP CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
