EXHIBIT 2.2 ASSET PURCHASE AGREEMENT BY AND AMONG CARSDIRECT.COM, INC., POTAMKIN AUTO CENTER, LTD., ROBERT M. POTAMKIN, ALAN H. POTAMKIN, TED BESSEN AND PLANET AUTOMOTIVE GROUP, INC.Asset Purchase Agreement • May 16th, 2000 • Carsdirect Com Inc • Delaware
ARTICLE I DEFINITIONSStockholder Agreement • May 16th, 2000 • Carsdirect Com Inc • California
EXHIBIT 4.2 CARSDIRECT.COM, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 27, 1999 ========================================================================= TABLE OF CONTENTSInvestor Rights Agreement • May 16th, 2000 • Carsdirect Com Inc • California
EXHIBIT 10.13 CONSULTING AGREEMENT THIS AGREEMENT entered into this 1st day of April, 1999, between CARSDIRECT, INC., a Delaware corporation, ("CarsDirect") having its principal place of business at 4312 Woodman Ave. ("Companies") and MICHAEL L....Consulting Agreement • May 16th, 2000 • Carsdirect Com Inc • California
RecitalsSecurity Agreement • June 13th, 2000 • Carsdirect Com Inc • California
EXHIBIT 10.7 CARSDIRECT.COM, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of __________, 2000 by and between CarsDirect.com, Inc., a Delaware corporation (the "Company"), and the person whose signature...Indemnification Agreement • May 16th, 2000 • Carsdirect Com Inc • Delaware
BY AND AMONGShare Purchase Agreement • May 16th, 2000 • Carsdirect Com Inc • California
EXHIBIT 10.4 CARSDIRECT.COM, INC. CHRISTINE BUCKLIN EMPLOYMENT AGREEMENT This Agreement is entered into as by and among CarsDirect.com, Inc. (the "Company") and Christine Bucklin (the "Employee") this 4th day of November, 1999. WHEREAS, the Company...Employment 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.Merger Agreement • 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").
EXHIBIT 10.3 CARSDIRECT.COM, INC. ROBERT BRISCO EMPLOYMENT AGREEMENT This Agreement is entered into as by and among CarsDirect.com, Inc. (the "Company") and Robert Brisco (the "Employee") this 8th day of November, 1999. WHEREAS, the Company desires to...Employment Agreement • May 16th, 2000 • Carsdirect Com Inc • California
• ] Shares INTERNET BRANDS, INC. Class A Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2007 • Internet Brands, Inc. • Services-business services, nec • New York
EXHIBIT 10.6 CARSDIRECT.COM, INC. EMPLOYMENT AGREEMENT Amended & Restated Effective as of September 30, 1999 This amended and restated Agreement is entered into as of September 30, 1999 (the "Effective Date"), between and among CarsDirect.com, Inc., a...Employment Agreement • May 16th, 2000 • Carsdirect Com Inc
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”).
BACKGROUNDOperating Agreement • June 13th, 2000 • Carsdirect Com Inc • Delaware
RECITALSStrategic Co-Marketing Agreement • June 13th, 2000 • Carsdirect Com Inc • California
EXHIBIT 10.9 FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE NET THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE NET dated, for reference purposes only, as of April 24, 2000 (this "First Amendment"), is...Standard Industrial/Commercial Multi-Tenant Lease Net • May 16th, 2000 • Carsdirect Com Inc
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 CLAIMSSeverance Agreement • 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").
EXHIBIT 10.5 CARSDIRECT.COM, INC. EMPLOYMENT AGREEMENT This Agreement is entered into as of June 21, 1999 (the "Effective Date"), by and between CarsDirect.com, Inc. a Delaware corporation (the "Company"), and Frederick G. Silny ("Executive")....Employment Agreement • May 16th, 2000 • Carsdirect Com Inc • California
GUARANTEEGuarantee • 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 LetterEmployment Letter • July 20th, 2007 • Internet Brands, Inc. • 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.
RECITALSRoll-Up Agreement • May 16th, 2000 • Carsdirect Com Inc • Delaware
SEVERANCE PAYMENT AGREEMENTSeverance 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...Equity Commitment Letter • September 30th, 2010 • Internet Brands, Inc. • 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 AGREEMENTSeverance 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 AGREEMENTShare 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 AGREEMENTSeverance 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 94111Merger 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 AGREEMENTOnline Marketing 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 AGREEMENTSeverance 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 AGREEMENTIndemnification 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.
6. Releases by Executive. Executive on behalf of himself and his --------------------- successors, assigns, agents, heirs, administrators, and representatives does hereby and forever release and discharge the Company and the past and present parent,...Separation and Consulting Agreement • May 16th, 2000 • Carsdirect Com Inc • California
Tatum, LLC Full-Time Regular Engagement Resources AgreementFull-Time Regular Engagement Resources Agreement • August 29th, 2007 • Internet Brands, Inc. • 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, 2001Investor 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).
