EXHIBIT 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is made and entered into as of November 21, 1997, as amended and restated as of September 14, 1998, by and between 800-U.S. SEARCH, a...Employment Agreement • April 12th, 1999 • Us Search Corp Com • California
THIS CERTIFIES THAT, for value received, InfoSpace, Inc., a Delaware corporation (the "Holder"), is entitled to subscribe for and purchase that ------ number of shares as provided in Section 1 hereof (as adjusted pursuant to the provisions hereof) of...Warrant Agreement • November 14th, 2000 • Us Search Corp Com • Services-business services, nec • Delaware
WHEREAS, the parties hereto wish to set forth additional agreements among them relating to the size and composition of the Board of Directors of the Company, as well as certain amendments to the Company's certificate of incorporation (the "Certificate...Stockholders Agreement • September 15th, 2000 • Us Search Corp Com • Services-business services, nec • Delaware
6,900,000 Shares of Common Stock US SEARCH.COM INC. UNDERWRITING AGREEMENT ---------------------- June ___, 1999 BEAR, STEARNS & CO. INC. BANCBOSTON ROBERTSON STEPHENS WIT CAPITAL CORPORATION as Representatives of the several underwriters named in...Underwriting Agreement • June 3rd, 1999 • Us Search Corp Com • Services-business services, nec • New York
EXHIBIT 10.13 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT ("Agreement") is made and entered into as of September 14, 1998, by and among THE KUSHNER-LOCKE COMPANY ("Kushner-Locke"), a California corporation, NICHOLAS MATZORKIS ("Matzorkis") and...Settlement Agreement • April 12th, 1999 • Us Search Corp Com • California
EXHIBIT 10.52 AMENDED & RESTATED LOAN AND SECURITY AGREEMENT COMERICA BANK- CALIFORNIALoan and Security Agreement • April 3rd, 2003 • Us Search Corp Com • Services-business services, nec • California
EXHIBIT 10.1 ================================================================== ============== PURCHASE AGREEMENTPurchase Agreement • September 15th, 2000 • Us Search Corp Com • Services-business services, nec • New York
RECITALSIndemnification Agreement • April 12th, 1999 • Us Search Corp Com • Delaware
RECITALSLoan and Security Agreement • November 14th, 2001 • Us Search Corp Com • Services-business services, nec • California
RECITALSSales Agency Agreement • November 14th, 2000 • Us Search Corp Com • Services-business services, nec • California
WITNESSETHStock Option Award Agreement • April 12th, 1999 • Us Search Corp Com • California
EXHIBIT 10.4 STANDARD OFFICE LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC LEASE PROVISIONS ("Basic Lease Provisions")Standard Office Lease • April 12th, 1999 • Us Search Corp Com
EXHIBIT 10.9 March 18, 1999 Meg Shea-Chiles 4119 East Avenue Hayward, CA 94542 Re: Employment Agreement Dear Meg: 800-U.S. Search ("U.S. Search" or the "Company") is pleased to offer you the position of Vice President of Business Development,...Employment Agreement • April 12th, 1999 • Us Search Corp Com • California
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT By and Between USSEARCH.com Inc.Registration Rights Agreement • November 14th, 2000 • Us Search Corp Com • Services-business services, nec • Delaware
EXHIBIT 10.17 TERMS AND CONDITIONS These terms and conditions ("Terms and Conditions") relate to the attached Promotion Agreement and each advertising insertion order ("Insertion Order") submitted by an advertiser or agency ("Advertiser") to SNAP! LLC...Promotion Agreement • June 3rd, 1999 • Us Search Corp Com • Services-business services, nec • California
BACKGROUNDAdvertising and Promotion Agreement • November 14th, 2002 • Us Search Corp Com • Services-business services, nec
Exhibit 10.2 STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for...Standard Industrial/Commercial Single-Tenant Lease • November 15th, 1999 • Us Search Corp Com • Services-business services, nec
March 15, 1999Content Provider Agreement • June 3rd, 1999 • Us Search Corp Com • Services-business services, nec
EXHIBIT 10.11 ADDENDUM TO LYCOS, INC. ADVERTISING CONTRACT This Addendum to the attached Lycos, Inc. Advertising Contract (the "Advertising Contract") by and between Lycos, Inc. ("Lycos") and 1-800-US-SEARCH ("Company"), which is incorporated herein...Advertising Contract • April 12th, 1999 • Us Search Corp Com • Massachusetts
FORM OF PURCHASE AGREEMENTPurchase Agreement • June 14th, 2002 • Us Search Corp Com • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (this "Agreement") is made as of January 18, 2002, by and between US SEARCH.com Inc., a Delaware corporation (the "Company"), and the purchasers listed on the signature pages hereto (each a "Purchaser" and collectively, the "Purchasers").
US SEARCH.COM INC. FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2002 • Us Search Corp Com • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement ") is entered into as of January 18, 2002, by and among US SEARCH.COM INC., a Delaware corporation (the "Company "), and the Purchasers listed on the signature pages hereto (the "Purchasers ").
EXHIBIT 10.8 March 17, 1999 Robert J. Richards 180 - 8th Avenue San Francisco, CA 94118 Re: Employment Agreement Dear Bob: 800-U.S. Search ("U.S. Search" or the "Company") is pleased to offer you the position of Vice President of Operations, effective...Employment Agreement • April 12th, 1999 • Us Search Corp Com • California
EXHIBIT 10.14 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT ("Agreement") is made and entered into as of September 14, 1998, by and between THE KUSHNER-LOCKE COMPANY, a California corporation ("Kushner-Locke") and NICHOLAS MATZORKIS...Shareholders' Agreement • April 12th, 1999 • Us Search Corp Com • California
EXHIBIT 10.4.1 OPTION(S) TO EXTEND ADDENDUM TOLease Agreement • April 12th, 1999 • Us Search Corp Com
US SEARCH.com Inc. Los Angeles, California 90066 April 1, 2003Merger Agreement • April 2nd, 2003 • Us Search Corp Com • Services-business services, nec
US SEARCH.COM INC. FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 15th, 2003 • Us Search Corp Com • Services-business services, nec • California
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of January 3, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation, and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
WHEREAS, the Pequot Holder is purchasing shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock") pursuant to that ------------------------ certain Series A Preferred Stock Purchase Agreement (the "Purchase...Investors' Rights Agreement • September 15th, 2000 • Us Search Corp Com • Services-business services, nec • New York
US SEARCH.COM INC. THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 15th, 2003 • Us Search Corp Com • Services-business services, nec • California
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of April 30, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”), and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • June 10th, 2002 • Us Search Corp Com • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
US SEARCH.COM INC. SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001Agreement and Plan of Merger • May 15th, 2003 • Us Search Corp Com • Services-business services, nec • California
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this “Amendment”) is entered into as of January 21, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”), and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”).
EXHIBIT 10.6 February 3, 1999 C. N. Keating, Jr. Global Technology Consulting 2477 Jackson Street San Francisco, CA 94115 Re: Employment Agreement Dear Nick: 800-U.S. Search ("U.S. Search" or the "Company") is pleased to offer you the position of...Employment Agreement • April 12th, 1999 • Us Search Corp Com • California
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • June 10th, 2002 • Us Search Corp Com • Services-business services, nec • Delaware
THIS CERTIFIES THAT, for value received, AMF Technologies, LLP, a (the "Holder"), is entitled to subscribe for and purchase that number of shares as provided in Section 1 hereof (as adjusted pursuant to the provisions hereof) of the Common Stock (as defined below) of USSearch.com Inc., a Delaware corporation (the "Company"), at a price per share of $.01 (as adjusted pursuant to the provisions hereof, the "Exercise Price"), subject to the provisions and upon the terms and conditions hereinafter set forth in this warrant ("Warrant"). As used herein, the term "Common Stock" shall mean the Company's presently authorized common stock, $.01 par value per share, and any stock into or for which such Common Stock may hereafter be converted or exchanged, and the term "Grant Date" shall mean the closing date of US Search's acquisition of Professional Resource Screening, Inc.
QuickLinks -- Click here to rapidly navigate through this documentConfidentiality Agreement • April 2nd, 2001 • Us Search Corp Com • Services-business services, nec • Delaware
CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR AN ORDER GRANTING CONFIDENTIAL TREATMENT OF SUCH INFORMATION IN ACCORDANCE WITH RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
SECOND AMENDMENT TO ADVERTISING AND PROMOTION AGREEMENTAdvertising and Promotion Agreement • April 2nd, 2001 • Us Search Corp Com • Services-business services, nec
This Second Amendment to Advertising and Promotion Agreement (the "Second Amendment") between Yahoo! Inc. ("Yahoo") and US SEARCH.com Inc. ("US SEARCH"), is entered into on January 30, 2001.
FOURTH AMENDMENT TO ADVERTISING AND PROMOTION AGREEMENTAdvertising and Promotion Agreement • May 23rd, 2003 • Us Search Corp Com • Services-business services, nec
This Fourth Amendment to Advertising and Promotion Agreement (the “Fourth Amendment”) between Yahoo! Inc. (“Yahoo”) and US SEARCH.com Inc. (“US SEARCH”), is entered into on August 1, 2002.
