Rockstar Consortium US LP et al v. Google Inc

Filing 292

Additional Attachments to Main Document: 291 Sealed Document.. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Nelson, Justin)

EXHIBIT A

Form 8-K - Entry into a Material Definitive Agreement (12/22/14)

Page 1 of 4

8-K 1 form8-kxentryintoamaterial.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2014

RPX Corporation
(Exact name of registrant as specified in its charter)

Delaware

001-35146

26-2990113

(State or other Jurisdiction of
Incorporation)

(Commission File No.)

(IRS Employer Identification
No.)

One Market Plaza
Suite 800
San Francisco, CA 94105
(Address of principal executive offices, including zip
code)

[phone]
(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

http://www.sec.gov/Archives/edgar/data/1509432/000150943214000195/form8-kxentryi...

12/29/2014

Form 8-K - Entry into a Material Definitive Agreement (12/22/14)

Page 2 of 4

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2
(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))

http://www.sec.gov/Archives/edgar/data/1509432/000150943214000195/form8-kxentryi...

12/29/2014

Form 8-K - Entry into a Material Definitive Agreement (12/22/14)

Page 3 of 4

Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2014, RPX Corporation (the “Company”) and RPX Clearinghouse LLC (a wholly-owned subsidiary of
the Company) entered into an Asset Purchase Agreement by and among Rockstar Consortium US LP, Rockstar
Consortium LLC, Bockstar Technologies LLC, Constellation Technologies LLC, MobileStar Technologies LLC, and
NetStar Technologies LLC (the “Sellers”), for the purchase of substantially all of the patent assets owned or controlled by
the Sellers (the “Transaction”), as well as other ancillary agreements, including but not limited to an Escrow Agreement
by and among the Sellers, Citibank, N.A., acting as escrow agent, RPX Clearinghouse LLC and the Company (the
“Escrow Agreement”). RPX Clearinghouse LLC will pay the Sellers $25 million as a non-refundable deposit within two
business days of the execution of the Asset Purchase Agreement and, assuming the satisfaction of the third-party funding
commitments described below and the satisfaction of the closing conditions under the Asset Purchase Agreement, the
Sellers will receive an additional payment of $875 million from escrow pursuant to the Escrow Agreement upon the
closing of the Transaction.
RPX Clearinghouse LLC has received funding commitments for the Transaction from a syndicate of more than 30
companies including an expected contribution of approximately $35 million from the Company. Upon the closing of the
Transaction, which is subject to regulatory approval and other customary conditions, syndicate participants will receive
non-exclusive licenses to the patent assets included in the Transaction, and RPX Clearinghouse will make the patent assets
available for license to all other interested companies under fair, reasonable, and non-discriminatory terms.
On December 23, 2014, the Company issued a press release announcing the Transaction, the full text of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
99.1

Description
Press release issued by RPX Corporation dated December 23, 2014

http://www.sec.gov/Archives/edgar/data/1509432/000150943214000195/form8-kxentryi...

12/29/2014

Form 8-K - Entry into a Material Definitive Agreement (12/22/14)

Page 4 of 4

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
RPX Corporation

By:

/s/ MARTIN E. ROBERTS
Martin E. Roberts
General Counsel

Dated: December 23, 2014

http://www.sec.gov/Archives/edgar/data/1509432/000150943214000195/form8-kxentryi...

12/29/2014