STOCK PURCHASE AGREEMENT among MICROSOFT CORPORATION, TECHNICOLOR USA, INC., TIME WARNER CONTENTGUARD HOLDINGS, INC., CONTENTGUARD HOLDINGS, INC., PENDRELL TECHNOLOGIES LLC and PENDRELL CORPORATION, AS GUARANTOR September 28, 2011Stock Purchase Agreement • October 31st, 2011 • Pendrell Corp • Patent owners & lessors • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 28, 2011, by and among Pendrell Technologies LLC, a Nevada limited liability company, (the “Buyer”), Pendrell Corporation, a Delaware corporation, as guarantor (the “Guarantor”), Microsoft Corporation, a Washington corporation (“Microsoft”), Technicolor USA, Inc., a Delaware corporation (“Technicolor”), Time Warner ContentGuard Holdings, Inc., a Delaware corporation (“Time Warner”), and ContentGuard Holdings, Inc., a Delaware corporation (the “Company”). Each of Microsoft, Technicolor and Time Warner is referred to herein individually as a “Seller” and collectively as the “Sellers”. Unless otherwise provided herein, capitalized terms used herein are defined in ARTICLE XI.
