Stamps.com 2009 Annual Report Download - page 84

Exhibit 10.20
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into this 27th day of February, 2010 (the “Effective
Date”), by and between Kevin Douglas, with an address at 125 E. Sir Francis Drake Blvd., Ste 400, Larkspur, CA 94939 (hereinafter referred
to as “Seller”) and Stamps.com Inc., a Delaware corporation with an address at 12959 Coral Tree Place, Los Angeles, CA 90066 (hereinafter
referred to as “Stamps.com”).
WHEREAS, Seller is the beneficial owner and holder of 1,267,952 issued and outstanding shares of the capital stock of Stamps.com
(the “ Shares ”);
WHEREAS, Stamps.com desires to purchase the Shares from Seller and Seller desires to sell the Shares to Stamps.com at a price of
$9.00 per share;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Purchase and Sale
. As of the Effective Date and subject to the terms and conditions as set forth herein, Seller hereby sells,
conveys, transfers and shall, as set forth in Section 3 below, deliver to Stamps.com the Shares.
2. Purchase Price
. As total consideration for the purchase and sale of the Shares pursuant to this Agreement, Stamps.com shall
pay to the Seller the sum of $11,411,568 (the “Purchase Price”).
3. Exchange of Shares and Purchase Price
. Within three (3) business days following the Effective Date, Seller shall transfer
the Shares to Stamps.com’s accounts as set forth on Exhibit A . The Purchase Price shall thereafter be wired to Seller’
s account as set forth on
Exhibit A upon Stamps.com’s receipt of the Shares pursuant to this Agreement.
4. Representations and Warranties of Seller . Seller hereby warrants and represents to Stamps.com as follows:
(a) Authority
. Seller has full power and authority to execute and deliver this Agreement, and any other documents or
instrument executed and delivered by Seller in connection herewith, to perform each and all of Seller’
s obligations under and pursuant
thereto and to consummate the transactions contemplated herein. All action on the part of Seller necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of Seller hereunder and the sale and delivery of the
Shares being sold hereunder has been taken and no further action by Seller is necessary to consummate the transactions contemplated
by this Agreement.
(b) Restrictions on Stock
. (i) Seller is not a party to any agreement, written or oral, creating rights in respect to the Shares
in any third person or relating to the voting of the Shares; (ii) Seller is the lawful owner of the Shares, free and clear of all security
interests, liens, encumbrances, equities and other charges; (iii) there are no existing warrants, options, stock purchase agreements,
redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Shares; (iv) there is no
proceeding pending against the Seller or, to Seller’
s knowledge, threatened that in any manner challenges or seeks, or reasonably
could be expected, to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement (items (i)
through (iv) collectively, the “Encumbrances”).
On consummation of the transactions contemplated by this Agreement Stamps.com
shall have good and valid title in and to the Shares, free and clear of any and all Encumbrances.