Internet Brands, Inc. Sample Contracts

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Recitals
Security Agreement • June 13th, 2000 • Carsdirect Com Inc • California
RECITALS
-Marketing Agreement • June 13th, 2000 • Carsdirect Com Inc • California
BY AND AMONG
Share Purchase Agreement • May 16th, 2000 • Carsdirect Com Inc • California
AGREEMENT AND PLAN OF MERGER Dated as of September 17, 2010 by and among MICRO HOLDING CORP., MICRO ACQUISITION CORP. and INTERNET BRANDS, INC.
Agreement and Plan of Merger • September 22nd, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 17, 2010 (this "Agreement"), is entered into by and among Micro Holding Corp., a Delaware corporation ("Parent"), Micro Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Internet Brands, Inc., a Delaware corporation (the "Company").

• ] Shares INTERNET BRANDS, INC. Class A Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2007 • Internet Brands, Inc. • Services-business services, nec • New York
OFFICE LEASE KILROY REALTY 909 NORTH SEPULVEDA KILROY REALTY, L.P.,
Office Lease • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and CARSDIRECT.COM, INC., a Delaware corporation (“Tenant”).

BACKGROUND
Operating Agreement • June 13th, 2000 • Carsdirect Com Inc • Delaware
SEVERANCE PAYMENT AGREEMENT (Amended and Restated as of November 4, 2008)
Severance Payment Agreement • November 5th, 2008 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement was entered into as of January 1, 2007 between Internet Brands, Inc. (the “Company”) and Joseph Rosenblum (the “Employee”) and is hereby amended and restated as of November 4, 2008.

SEVERANCE PAYMENT AGREEMENT (Amended and Restated as of November 4, 2008)
Severance Payment Agreement • November 5th, 2008 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement was entered into as of January 30, 2002 between Internet Brands, Inc., formerly CarsDirect.com, Inc., (the “Company”) and Lynn Walsh (the “Employee”) and is hereby amended and restated as of November 4, 2008.

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Severance Agreement and Release of Claims • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Severance Agreement and Release of Claims ("Agreement") is entered into by and between Stacey Peterson ("Employee"), and Internet Brands, Inc. ("IB" or the "Company") (collectively, the "Parties"), on April 19, 2007 (the "Effective Date").

GUARANTEE
Guarantee • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware

THIS GUARANTEE, dated as of September 17, 2010 (this “Guarantee”), is entered into by Hellman & Friedman Capital Partners VI, L.P. (the “Guarantor”) in favor of Internet Brands, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).

Employment Letter
Internet Brands, Inc. • July 20th, 2007 • Services-business services, nec • California

Please allow this letter to serve as the entire agreement between Internet Brands, Inc. (the "Company") and you, Alex Hansen (the "Employee") with respect to certain aspects of your continued full time employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC ("Tatum"), which will benefit the Company in that the Employee will have access to certain Tatum resources.

RECITALS
Roll-Up Agreement • May 16th, 2000 • Carsdirect Com Inc • Delaware
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ARTICLE I DEFINITIONS
Idealab! Stockholder Agreement • May 16th, 2000 • Carsdirect Com Inc • California
SEVERANCE PAYMENT AGREEMENT
Severance Payment Agreement • November 5th, 2008 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement is entered into as of November 4, 2008 between Internet Brands, Inc. (the “Company”) and Scott Friedman (the “Employee”).

HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P. HELLMAN & FRIEDMAN CAPITAL PARTNERS VI (PARALLEL), L.P. HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P. HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P. C/O HELLMAN & FRIEDMAN LLC ONE MARITIME PLAZA, 12TH...
Internet Brands, Inc. • September 30th, 2010 • Services-business services, nec • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Micro Holding Corp., a Delaware corporation (“Parent”), Micro Acquisition Corp., a Delaware corporation (“Merger Sub”), and Internet Brands, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors”.

SEVERANCE PAYMENT AGREEMENT
Severance Payment Agreement • November 4th, 2009 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement was entered into as of November 4, 2008 between Internet Brands, Inc. (the “Company”) and Scott A. Friedman (the “Employee”) and is hereby amended and restated as of November 3, 2009.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This SHARE EXCHANGE AGREEMENT (as it may be amended, modified or supplemented from time to time, this “Agreement”) is entered into as of March 10, 2005, by and between CARSDIRECT.COM, INC., a Delaware corporation (the “Company”) and IDEALAB HOLDINGS, L.L.C., a Delaware limited liability company (“Idealab”).

SEVERANCE PAYMENT AGREEMENT
Severance Payment Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement is entered into as of January 30, 2002 between CarsDirect.com, Inc., (the "Company") and Lynn Walsh (the "Employee").

MICRO HOLDING CORP. C/O HELLMAN & FRIEDMAN LLC ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO, CA 94111
Merger Agreement • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware

Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2010 (the “Merger Agreement”), by and among Internet Brands, Inc. (the “Company”), Micro Holding Corp., a Delaware corporation (“Parent”) and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub, subject to the terms and conditions of the Merger Agreement, will merge with and into the Company. Capitalized terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the Merger Agreement. In consideration of the mutual covenants and conditions as hereinafter set forth, you and Parent do hereby agree as follows:

ONLINE MARKETING SYSTEMS AND SERVICES AGREEMENT
Systems and Services Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This ONLINE MARKETING SYSTEMS AND SERVICES AGREEMENT (the "Agreement") is made as of this 1st day of March, 2007 by and among Internet Brands Inc., a Delaware corporation ("IB") and smart USA Distributor, LLC, a Delaware limited liability company ("smart USA"). IB and smart USA are collectively referred to herein as the "Parties".

SEVERANCE PAYMENT AGREEMENT
Severance Payment Agreement • August 29th, 2007 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement is entered into as of June 30, 2006 between Internet Brands, Inc., (the “Company”) and Chuck Hoover (the “Employee”).

INTERNET BRANDS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 30th, 2007 • Internet Brands, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT is entered into, effective as of [ ], 2007 by and between Internet Brands, Inc., a Delaware corporation (the "Company"), and [ ] ("Indemnitee"), effective as of the date that the registration statement on Form S-1 related to the initial public offering of the Company's Class A common stock is declared effective by the United States Securities and Exchange Commission.

Tatum, LLC Full-Time Regular Engagement Resources Agreement
Internet Brands, Inc. • August 29th, 2007 • Services-business services, nec • Georgia

Tatum, LLC ("Tatum") understands that Internet Brands (the "Company") has hired Alex Hansen, one of our partners, as an employee of the Company (the "Employee"). The Company acknowledges that the Employee is and will remain a partner in our firm so that he or she will have access to our firm's resources for use in his or her employment with the Company. This Full-Time Regular Engagement Resources Agreement (the "Resources Agreement") sets forth the rights of the Company, through the Employee, to use such resources for the benefit of the Company and for the payment for such services. The term of this Resources Agreement commences on the date set forth above.

CARSDIRECT.COM, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 6, 2001
Investor Rights Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Fifth Amended and Restated Investor Rights Agreement (this “Agreement”) is made effective as of February 6, 2001, by and among CarsDirect.com, Inc., a Delaware corporation (the “Company”), purchasers of the Company’s Series E Preferred Stock who are signatories to this Agreement (the “Purchasers”), the investors listed on Exhibit B attached hereto and other persons or entities who are or become signatories to this Agreement and/or the Prior Agreement (as defined below).

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