ANGIE’S LIST, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2012 • Angie's List, Inc. • Services-advertising • New York
Angie’s List, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company and the Selling Stockholders, acting severally and not jointly, to the Underwriters, acting severally and not jo
FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)Indemnification Agreement • September 29th, 2011 • Angie's List, Inc. • Services-advertising • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2011, by and between Angie’s List, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
FINANCING AGREEMENT Dated as of September 26, 2014 by and among Angie’s List, Inc., and OTHER SUBSIDIARIES OF ANGIE’S LIST, INC. JOINED HEREAFTER IN SUCH CAPACITY, as Borrowers, CERTAIN SUBSIDIARIES OF ANGIE’S LIST, INC., as Guarantors, THE LENDERS...Financing Agreement • February 26th, 2015 • Angie's List, Inc. • Services-advertising
Financing Agreement, dated as of September 26, 2014, by and among Angie’s List, Inc., a Delaware corporation (the "Company"; and together with each other Subsidiary of the Company that executes a joinder agreement and becomes a "Borrower" hereunder, each a "Borrower" and, collectively, and jointly and severally, the "Borrowers"), each domestic Subsidiary of the Company listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and, collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and, collectively, the "Lenders"), TCW Asset Management Company, a California Corporation ("TCW"), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and TCW, as administrative agen
Amended Nonqualified Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer ANGIE'S LIST, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • July 24th, 2014 • Angie's List, Inc. • Services-advertising • Indiana
This Nonqualified Stock Option Agreement (this "Agreement") is entered into as of the Grant Date specified below, by and between ________________ (the "Optionee") and Angie's List, Inc., a Delaware corporation (the "Corporation").
LEASELease Agreement • August 25th, 2011 • Angie's List, Inc.
THIS LEASE, made as of the 2nd day of November, 2007, by and between William Oesterle (“Landlord”), and AL Campus Kids, LLC, an Indiana limited liability company (“Tenant”);
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2017 • Angie's List, Inc. • Services-advertising
This AMENDMENT NO. 1 (this “Amendment”) to the Merger Agreement (as defined below) is dated as of August 26, 2017 and is made by and among Angie’s List, Inc., a Delaware corporation (the “Company”), IAC/InterActiveCorp, a Delaware corporation (“IAC”), ANGI Homeservices Inc., a Delaware corporation and wholly owned Subsidiary of IAC that was formerly known as Halo TopCo, Inc. (“NewCo”), and Casa Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of NewCo (“Merger Sub”).
CONTINGENT ADDENDUM TO LEASE AGREEMENTLease Agreement • August 9th, 2012 • Angie's List, Inc. • Services-advertising
ADDENDUM TO LEASE DATED 16 OF DECEMBER, 2010, BETWEEN HENRY AMALGAMATED LLC, (LESSOR) ANGIE’S LIST, INC., (LESSEE), And DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED INTO AS OF DECEMBER 15, 2010.
FIRST ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
THIS FIRST ADDENDUM TO LEASE AGREEMENT by and between Henry Amalgamated LLC (Lessor) and Brownstone Publishing, LLC (the lessee) dated March 1, 2009 (Lease Agreement) is made and entered as of May 4, 2010.
Amended Incentive Stock Option Grant Agreement under the Amended and Restated Omnibus Incentive Plan - Executive Officer ANGIE'S LIST, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 24th, 2014 • Angie's List, Inc. • Services-advertising • Indiana
This Incentive Stock Option Agreement (this "Agreement") is entered into as of the Grant Date specified below, by and between _______________ (the "Optionee") and Angie's List, Inc., a Delaware corporation (the "Corporation").
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING By AL REAL ESTATE HOLDINGS, LLC, as Mortgagor to and for the benefit of TCW ASSET MANAGEMENT COMPANY, as Agent Property Address:Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • June 15th, 2016 • Angie's List, Inc. • Services-advertising • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage” is executed as of June 10, 2016, by AL Real Estate Holdings, LLC, an Indiana limited liability company, wholly-owned by Angie’s List, Inc., a Delaware corporation (“Mortgagor”), whose address for notice hereunder is 1030 East Washington Street, Indianapolis, Indiana 46202, to and in favor of TCW Asset Management Company, a California corporation, in its capacity as collateral agent for the benefit of the below-defined Lenders (in such capacity, “Agent”), whose address for notice hereunder is 865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 9th, 2012 • Angie's List, Inc. • Services-advertising • Indiana
Before me, a Notary Public in and for said County and State, personally appeared , the of who acknowledged the execution of the foregoing Limited Warranty Deed, and who, having been duly sworn, stated that the representations therein contained are true.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 29th, 2011 • Angie's List, Inc. • Services-advertising • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 31, 2011 (the “Effective Date”) among ORIX VENTURE FINANCE LLC, as collateral agent (“ORIX”, in such capacity, the “Collateral Agent”), BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and ORIX in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ANGIE’S LIST, INC. (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • October 22nd, 2015 • Angie's List, Inc. • Services-advertising • Indiana
This Separation and Release Agreement (“Agreement”), dated this 4th day of August, 2015, is entered into by and between Angie’s List, Inc. (“Company”), and Patrick Brady (“Brady”). In consideration of the promises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
FIFTH ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
ADDENDUM TO LEASE DATED JUNE 1, 2011 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST INC; (LESSEE) DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED AS OF JUNE 1, 2011.
CONTINGENT ADDENDUM TO LEASE AGREEMENTLease Agreement • August 9th, 2012 • Angie's List, Inc. • Services-advertising
THIS IS PREPARED WITH THE CONTINGENCY OF THE RENTAL OF THE FOLLOWING MENTIONED PROPERTY. ADDENDUM TO LEASE DATED MARCH 1, 2009 (LEASE AGREEMENT ) WITH A MOVE IN DATE OF APRIL 1, 2012 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST, INC., (LESSEE).
CONTINGENT ADDENDUM TO LEASE AGREEMENTLease Agreement • August 9th, 2012 • Angie's List, Inc. • Services-advertising
ADDENDUM TO LEASE DATED 16 OF DECEMBER, 2010, BETWEEN HENRY AMALGAMATED LLC, (LESSOR) ANGIE’S LIST, INC., (LESSEE), And DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED INTO AS OF JULY 1, 2012.
THIRD ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
ADDENDUM TO LEASE DATED 16 OF DECEMBER 2010, BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST, INC., (LESSEE), And DATED MARCH 1, 2009 (LEASE AGREEMETN) IS MADE AND ENTERED AS OF December 15, 2010.
TENANT LEASE TERMINATION AGREEMENTLease Termination Agreement • November 9th, 2012 • Angie's List, Inc. • Services-advertising • Indiana
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made as of the 9th day of November, 2012 (the “Effective Date”), by and between HENRY AMALGAMATED, LLC, an Indiana limited liability company (“Landlord”), and ANGIE’S LIST, INC., a Delaware corporation (“Tenant”).
SIXTH ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
ADDENDUM TO LEASE DATED JUNE 1, 2011 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST, INC., (LESSEE) DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED AS OF JUNE 1, 2011.
SECOND ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
ADDENDUM TO LEASE DATED 1 DECEMBER BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND BROWNSTONE PUBLISHING LLC, (LESSEE) DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED AS OF DECEMBER 1, 2010
ContractCommon Stock Purchase Warrant • August 25th, 2011 • Angie's List, Inc. • Delaware
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
CONTINGENT ADDENDUM TO LEASE AGREEMENTLease Agreement • March 15th, 2012 • Angie's List, Inc. • Services-advertising
THIS IS PREPARED WITH THE CONTINGENCY OF THE RENTAL OF THE FOLLOWING MENTIONED PROPERTY. ADDENDUM TO LEASE DATED MARCH 1, 2009 (LEASE AGREEMENT) WITH A MOVE IN DATE OF DECEMBER 1, 2011 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST, INC., (LESSEE).
LEASELease • August 25th, 2011 • Angie's List, Inc. • Indiana
THIS LEASE dated this 28th day of February, 2009 between Henry Amalgamated, LLC, the Lessor and Brownstone Publishing, LLC, the Lessee.
FOURTH ADDENDUM TO LEASE AGREEMENTLease Agreement • August 25th, 2011 • Angie's List, Inc.
ADDENDUM TO LEASE DATED 1 JANUARY 2011 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND BROWNSTONE PUBLISHING LLC, (LESSEE) DATED MARCH 1, 2009 (LEASE AGREEMENT) IS MADE AND ENTERED AS OF JANUARY 1, 2011.
ANGIE'S LIST, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 22nd, 2015 • Angie's List, Inc. • Services-advertising • Indiana
This Nonqualified Stock Option Agreement (this "Agreement") is entered into as of the Grant Date specified below, by and between Scott A. Durchslag (the "Optionee") and Angie's List, Inc., a Delaware corporation (the "Corporation").
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 2nd, 2016 • Angie's List, Inc. • Services-advertising
This Amendment No. 1 (the “First Amendment”), dated November 1, 2016, by and between Angie’s List, Inc. (the “Company”) and TRI Investments, LLC (“TRI”), and amends that certain Amended and Restated Investors’ Rights Agreement dated March 15, 2011 by and among the Company and investors listed on Schedule A thereto (the “Investors’ Rights Agreement”). TRI owns at least 67% of the Registrable Securities. Unless otherwise defined herein, capitalized terms used in this First Amendment shall have the meanings given to them in the Investors’ Rights Agreement.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • July 6th, 2015 • Angie's List, Inc. • Services-advertising • Indiana
This Transition and Separation Agreement (“Agreement”), dated this ____ day of July, 2015, is entered into by and between Angie’s List, Inc. (“Company”), and William S. Oesterle (“Oesterle”). In consideration of the promises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
CONTINGENT ADDENDUM TO LEASE AGREEMENTLease Agreement • March 15th, 2012 • Angie's List, Inc. • Services-advertising
THIS IS PREPARED WITH THE CONTINGENCY OF THE RENTAL OF THE FOLLOWING MENTIONED PROPERTY. ADDENDUM TO LEASE DATED 15th OF NOVEMBER WITH A MOVE IN DATE OF NOVEMBER 15, 2011 BETWEEN HENRY AMALGAMATED LLC, (LESSOR) AND ANGIE’S LIST, INC., (LESSEE).
Form of Performance Award Grant Agreement under the Amended and Restated Omnibus Incentive Plan for Executive OfficerPerformance Award Grant Agreement • March 8th, 2016 • Angie's List, Inc. • Services-advertising • Indiana
This Performance Award Grant Agreement (this "Agreement") is entered into as of the Grant Date specified below, by and between _______________ (the "Optionee") and Angie's List, Inc., a Delaware corporation (the "Corporation").
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 25th, 2011 • Angie's List, Inc. • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of March 15, 2011 by and among Angie’s List, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 2nd, 2016 • Angie's List, Inc. • Services-advertising • New York
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), is entered into as of November 1, 2016, by and among Angie’s List, Inc., a Delaware corporation (“Company”) and other entities that become borrowers from time to time party hereto (collectively with the Company, the “Borrowers” and, individually, a “Borrower”), AL BV Investment, Inc., a Delaware corporation (“AL BV”), AL Campus Kids, LLC, an Indiana limited liability company (“AL Campus”), AL Real Estate Holdings, LLC, an Indiana limited liability company (“AL RE”, and together with AL BV, AL Campus and each other Guarantor from time to time party hereto, the “Guarantors”, and collectively with the Borrower, the “Loan Parties”), TCW Asset Management Company, a California corporation (“TCW”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and TCW, as collateral agent for the Secured Parties (in such capacity, together with it
LEASELease • August 25th, 2011 • Angie's List, Inc. • Indiana
THIS LEASE dated this 28th day of February, 2009 between Henry Amalgamated LLC, the Lessor and Brownstone Publishing, LLC, the Lessee.
PROJECT AGREEMENTProject Agreement • November 2nd, 2011 • Angie's List, Inc. • Services-advertising • Indiana
This Project Agreement (the “Agreement”) dated, for convenience, as of the 21 day of October, 2011 (the “Effective Date”), by and between Angie’s List, Inc. (the “Company”), and the Consolidated City of Indianapolis (the “City”), acting by and through the Department of Metropolitan Development of Marion County, Indiana (“DMD”), which is governed by the Metropolitan Development Commission (“MDC”), acting as the City’s Redevelopment Commission.
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • September 29th, 2011 • Angie's List, Inc. • Services-advertising • Delaware
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of Common Stock (collectively, the “Shares”), $0.001 par value, of Angie’s List, Inc., a Delaware corporation (the “Company”), at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as may be adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement among the Company, ORIX Venture Finance LLC and Bridge Bank, National Association, dated as of August 31, 2011 (the “Loan Agreement”). Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.
Mr. Darin Brown Indianapolis, IN 46236 Dear Darin:Employment Agreement • July 28th, 2016 • Angie's List, Inc. • Services-advertising • Indiana
On behalf of Angie’s List, Inc. (the “Company”), we are very pleased to extend this offer to you for the position of Chief Technology Officer with an effective promotion date of December 14, 2015, which upon your acceptance will become an employment agreement between you and the Company (the “Agreement”):
