EXHIBIT 10.03
MASTER AGREEMENT
THIS MASTER AGREEMENT (this "AGREEMENT") is entered into as of this
26th day of November, 1996, among (i) NetSelect, Inc., a Delaware corporation
("NetSelect"), (ii) NetSelect, L.L.C., a Delaware limited liability company
("NetSelect LLC"), (iii) RealSelect, Inc., a Delaware corporation
("RealSelect"), (iv) CDW Internet, L.L.C., a Delaware limited liability company
("CDW"), (v) Whitney Equity Partners, L.P., a Delaware limited partnership
("Whitney"), (vi) Xxxxx & Co. ("Xxxxx"; together with CDW and Whitney, referred
to herein as the "Partners"), (vii) InfoTouch Corporation, a Delaware
corporation ("InfoTouch"), and (viii) Realtors(R) Information Network, Inc., an
Illinois corporation ("RIN").
PRELIMINARY STATEMENT
InfoTouch and RIN are parties to a certain Distribution and Web Site
Development Agreement, dated as of February 1, 1996, relating to, among other
things, the creation, and display on the Internet, of "Real Property Ads" from
information provided by real property information content providers. The
Partners have expressed interest, through NetSelect, in acquiring the assets of
InfoTouch and entering, through RealSelect, into an operating agreement with RIN
for the purpose of, among other things, the electronic display of real property
information. The parties desire to set forth the elements of the closing of the
transactions required in order to accomplish that objective as well as to
memorialize certain other agreements in connection with such transactions.
NOW, THEREFORE, the parties hereby agree as follows:
1. When used in this Agreement, the following terms shall have the
respective meanings set forth below:
"Joint Ownership Agreement" shall mean that certain Joint Ownership
Agreement dated as of the date hereof, among NAR, NetSelect and NetSelect
LLC.
"Infotouch Investors" shall mean Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx
and Xxxx X. Xxxxxx, Xx..
"LLC Agreement" shall mean that certain Limited Liability Company
Agreement dated as of the date hereof, between NetSelect and InfoTouch.
"NAR" shall mean the National Association of REALTORS(R), an Illinois
not for-profit corporation.
"NetSelect Class A Common Stock" shall mean shares of the Class A
Common Stock, $.001 par value per share, of NetSelect.
"NetSelect Class B Common Stock" shall mean shares of the Class B
Common Stock, $.001 par value per share, of NetSelect.
"NetSelect Series A Preferred Stock" shall mean shares of the Series A
Convertible Preferred Stock, $.001 par value per share, of NetSelect.
"NetSelect Series B Preferred Stock" shall mean shares of the Series B
Convertible Preferred Stock, $.001 par value per share, of NetSelect.
"NetSelect Stockholders Agreement" shall mean that certain
Stockholders Agreement dated as of the date hereof, among NetSelect, the
Partners and InfoTouch.
"Operating Agreement" shall mean that certain Operating Agreement
dated as of the date hereof, between RealSelect, as operator, and RIN.
"Reach Agreement" shall mean that certain letter agreement dated March
26, 1996, between REACH Networks, Inc. and RIN.
"RealSelect Common Stock" shall mean shares of the Common Stock, $.001
par value per share, of RealSelect.
"RealSelect Stockholders Agreement" shall mean that certain
Stockholders Agreement dated as of the date hereof, among RealSelect,
NetSelect LLC and RIN.
"RIN Subscription Agreement" shall mean that certain Subscription and
Capital Contribution Agreement dated as of the date hereof.
"Settlement Agreement and Release" shall mean the Settlement Agreement
and Release dated as of the date hereof, between InfoTouch and RIN.
"Stock and Interest Purchase Agreement" shall mean that certain Stock
and Interest Purchase Agreement dated as of the date hereof, among
NetSelect and NetSelect LLC, as sellers, and InfoTouch, as purchaser.
"Trademark License" shall mean that certain Trademark License dated as
of the date hereof, between NAR, as licensor, and RealSelect, as licensee.
2. Subject to the conditions set forth in Section 4 hereof, on the
date hereof, (a) NetSelect and NetSelect LLC shall consummate the transactions
contemplated by the Stock and Interest Purchase Agreement in exchange for the
issuance to InfoTouch of the number of units of NetSelect LLC interests
specified in Annex A to the Stock and Interest Purchase Agreement, (b) the
Partners shall have paid, by wire transfer of immediately available funds, to
NetSelect the respective consideration described in Exhibit A hereto as being
paid as of the Closing for the issuance of the number of shares of NetSelect
Series A Preferred Stock described in said Exhibit as being issued to them as of
the Closing, (c) NetSelect shall have made a capital contribution to NetSelect
LLC in the amount of $2,600,000.00, and NetSelect LLC shall have made a capital
contribution to RealSelect in the amount of $2,350,000.00, (d) RealSelect and
RIN shall have entered into the Operating Agreement and (e) RealSelect shall
have issued to RIN the number of shares of RealSelect Common Stock specified in
Exhibit A in exchange for its
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entrance into the Operating Agreement, the payment of the sum of $10 and other
good and valuable consideration as provided in the RIN Subscription Agreement.
3. As an inducement to the other parties to enter into this Agreement
and to consummate the transactions contemplated hereby, each party hereby
covenants, represents and warrants to such other parties as follows:
(a) Such party is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, with
adequate power and authority to enter into this Agreement and the other
agreements contemplated hereby to which it will be a party.
(b) This Agreement and each other agreement to which such party will
be a party has been duly authorized, executed and delivered by such party
and, assuming due authorization, execution and delivery by the other
parties hereto or thereto, constitutes a valid, legal and binding
agreement, enforceable against such party in accordance with its terms,
except to the extent that the enforceability of remedies therein provided
may be limited under generally applicable laws relating to specific
performance, bankruptcy and creditors' rights.
(c) No approval consent or withholding of objections is or will be
required from any federal, state or local governmental authority or
instrumentality with respect to the entry into or performance by such party
of this Agreement or any other agreement contemplated hereby to which it
will be a party, except such as have already been obtained.
(d) The entry into and performance by such party of this Agreement and
each other agreement to which such party will be a party will not: (i)
violate any judgment, order, law or regulation applicable to such party or
any provision of such party's organizational documents, or (ii) to the best
of the knowledge of such party, result in any breach of, constitute a
default under or result in the creation of any lien, charge, security
interest or other encumbrance upon the assets of NetSelect or RealSelect
under any other agreement binding upon such party.
(e) Except as disclosed in Schedule M to the Operating Agreement or in
writing with respect to RIN, there are no suits or proceedings pending or,
to the best of such party's knowledge, threatened in court or before any
regulatory commission, board or other administrative or governmental agency
against or affecting such party, which if adversely decided would have a
material adverse effect on the ability of such party to fulfill its
obligations under this Agreement or any of the other agreements
contemplated hereby to which such party is a party.
4. The parties' respective obligations under this Agreement are
subject to the satisfaction or waiver of the following conditions:
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(a) InfoTouch and RIN shall enter into the Settlement Agreement and
Release.
(b) NetSelect, NetSelect LLC and InfoTouch shall enter into, and shall
consummate, the transactions contemplated by the Stock and Interest
Purchase Agreement.
(c) NetSelect LLC and RealSelect shall enter into a certain Software
License Agreement dated as of the date hereof, which agreement provides for
the license by NetSelect LLC to RealSelect of certain software acquired by
NetSelect LLC from InfoTouch.
(d) NetSelect and NAR shall enter into the Trademark License, and
NetSelect, NetSelect LLC and NAR shall enter into the Joint Ownership
Agreement.
(e) RIN and RealSelect shall enter into the RIN Subscription
Agreement.
(f) RealSelect and RIN shall enter into the Operating Agreement.
(g) NetSelect, the Partners and InfoTouch shall enter into the
NetSelect Stockholders Agreement.
(h) NetSelect and InfoTouch shall enter into the LLC Agreement.
(i) RealSelect, NetSelect LLC and RIN shall enter into the RealSelect
Stockholders Agreement.
(j) NAR shall deliver to RealSelect a letter dated November __, 1996,
with respect to certain promotional activities to be undertaken or
supported by NAR for the benefit of RealSelect.
(k) RIN shall deliver a letter to RealSelect acknowledging RIN's
continuing responsibility for any claims related to its discontinued
desktop services mentioned in several of the Existing Content Providers'
Data Content Provider Agreements (as such terms are defined in the
Operating Agreement).
(l) NetSelect shall enter into employment agreements with each of
Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx.
(m) NetSelect shall have:
(i) In effect a certificate of incorporation, as amended, in
substantially the form contained in Exhibit B and shall have adopted
By-laws in the form contained in said Exhibit;
(ii) authorized (1) the issuance of the shares of NetSelect Class
A Common Stock, NetSelect Class B Common Stock, NetSelect Series A
Preferred
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Stock and NetSelect Series B Preferred Stock in the respective
numbers, and to the respective persons, set forth in Exhibit A and (2)
the execution, delivery and performance of the Stock and Interest
Purchase Agreement and the NetSelect Stockholders Agreement; and
(iii) elected the persons set forth under the subheading
"NetSelect" in Exhibit C as the initial directors and officers, as set
forth in said Exhibit.
Each of the parties shall receive (1) a photocopy of the certificate of
incorporation, as amended, of NetSelect, certified by the Secretary of
State of Delaware and (2) copies of the NetSelect By-laws and NetSelect
Board resolutions authorizing the actions referred to in clauses (ii) and
(iii) above, certified by the Secretary of NetSelect as being in full force
and effect on the date hereof.
(n) NetSelect LLC shall have:
(i) in effect a certificate of formation in substantially the
form contained in Exhibit D;
(ii) authorized (1) the issuance of the membership interests
described in Annex A to the LLC Agreement in the respective amounts,
and to the respective persons, set forth therein and (2) the
execution, delivery and performance of the Stock and Interest
Acquisition Agreement and the RealSelect Stockholders Agreement; and
(iii) elected the persons set forth under the subheading
"NetSelect LLC" in Exhibit C as the initial managers and officers, as
set forth in said Exhibit.
Each of the parties shall receive (1) a photocopy of the certificate of
formation of NetSelect LLC, certified by the Secretary of State of Delaware
and (2) copies of the NetSelect LLC resolutions authorizing the actions
referred to in clauses (ii) and (iii) above, certified by the Secretary of
NetSelect LLC as being in full force and effect on the date hereof.
(o) RealSelect shall have:
(i) in effect a certificate of incorporation, as amended, in
substantially the form contained in Exhibit E and shall have adopted
By-laws in the form contained in said Exhibit;
(ii) authorized (1) the issuance of the shares of its Common
Stock in the respective numbers, and to the respective persons, set
forth in Exhibit A and (2) the execution, delivery and performance of
the RealSelect Stockholders Agreement and the Operating Agreement; and
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(iii) elected the persons set forth under the subheading
"RealSelect" in Exhibit C as the initial directors and officers, as
set forth in said Exhibit.
Each of the parties shall receive (1) a photocopy of the certificate of
incorporation, as amended, of RealSelect, certified by the Secretary of
State of Delaware and (2) copies of the RealSelect By-laws and RealSelect
Board resolutions authorizing the actions referred to in clauses (ii) and
(iii) above; certified by the Secretary of RealSelect as being in full
force and effect on the date hereof
(p) The persons indicated on Exhibit A under the subheading
"NetSelect" shall have paid the amounts indicated opposite their names on
such Exhibit to be payable as of the Closing to NetSelect by wire transfer
of funds to Account No. 0351368733 (ABA No. 000000000) at Chase Manhattan
Bank, New York, New York, in exchange for the shares of capital stock of
NetSelect to be issued as of the Closing indicated opposite their names on
said Exhibit.
5.(a) On or before December 12, 1996, the InfoTouch Investors
shall pay the sum of $1,450,000.00 to NetSelect by wire transfer of funds to
Account No. 0351368733 (ABA No. 000000000) at Chase Manhattan Bank, New York,
New York, plus the discharge of $150,000 in debt owed to such InfoTouch
Investors (the "Assumed InfoTouch Debt"), in exchange for the issuance to them
of 242,017 shares of NetSelect Series B Preferred Stock.
(b) On or before February 1, 1997, the following parties shall
pay the following sums to NetSelect by wire transfer of funds to Account No.
0351368733 (ABA No. 000000000) at Chase Manhattan Bank, New York, New York, in
exchange for the issuance by NetSelect of the indicated number of shares of its
capital stock:
Xxxxx $466,667 164,706 shares of NetSelect Series A Preferred Stock
CDW Internet 666,667 231,294 shares of NetSelect Series A Preferred Stock
Whitney 933,333 329,411 shares of NetSelect Series A Preferred Stock
InfoTouch 733,333 110,924 shares of NetSelect Series B Preferred Stock.
Investors
(c) RIN is a third party beneficiary of the subscription
agreements executed by Xxxxx, CDW Internet and Whitney with NetSelect, and the
subscription agreement(s) to be executed by the InfoTouch Investors with
NetSelect. The subscription agreements with Xxxxx, CDW Internet and Whitney may
not be amended or terminated, and the provisions thereof may not be waived,
without the express written consent of RIN; and the subscription agreement(s) to
be executed with the InfoTouch Investors will provide that it (they) may not be
amended or terminated, or the provisions thereof waived, without the prior
written consent of RIN. In the event that the capital contributions specified in
such subscription agreements shall not be paid to NetSelect in accordance with
their terms, RIN shall have the right to enforce the payment thereof and shall
be entitled to collect its reasonable expenses (including reasonable attorneys'
fees and expenses) in any such enforcement action from the defaulting
subscriber.
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6.(a) On the date hereof, (i) NetSelect shall transfer through or
at the direction of NetSelect LLC, the sum of $2,350,000.00 to RealSelect and
(ii) RealSelect shall pay (x) the sum of $1,500,000.00 to RIN by wire transfer
of funds to Account No. 0000000 (ABA No. 000000000) at The Northern Trust
Company, Chicago, Illinois and (y) the sum of $650,000.00 to Booz-Allen,
Hamilton, Inc. ("BAH") pursuant to the terms of that certain Agreement dated as
of November 16, 1996, between RealSelect and BAH, by wire transfer of funds to
Account No. 00000000 (ABA No. 000000000) at CoreStates Bank, Philadelphia,
Pennsylvania.
(b) Upon receipt of the funds and the Assumed InfoTouch Debt
described in Sections 5(a) and (b) above, NetSelect shall transfer the same to
NetSelect LLC; and upon such receipt from NetSelect, NetSelect LLC shall
transfer $3,250,000 plus the Assumed InfoTouch Debt to RealSelect. All such
transfers made by NetSelect LLC to RealSelect shall be treated as additional
contributions to the capital of RealSelect without the issuance of any
additional shares.
(c) On or before March 4, 1997, RealSelect shall pay to RIN the
sum of $1,000,000.00; provided, however, if RIN shall have voluntarily filed, or
shall be the involuntary subject of, a petition for bankruptcy, then such
payment need not be made.
7.(a) RealSelect shall indemnify and hold RIN and its
shareholders, directors, officers, agents, employees and affiliates harmless
from and against any and all claims, demands, actions, losses, liabilities,
costs, expenses (including reasonable legal fees and expenses), suits and
proceedings of any nature whatsoever arising from, or relating to, or in any
manner connected with the Reach Agreement.
(b) RealSelect shall undertake to resolve, litigate or otherwise
deal with any claims made or raised by REACH Networks, Inc. in respect of the
Reach Agreement; and RIN shall cooperate in all such efforts. In the event that
such efforts result in a settlement of such claims, or a judgment is obtained by
REACH Networks, Inc. for the payment of money, the payment of such settlement or
judgment, as the case may be, shall be funded as follows: RealSelect shall pay
the first $350,000; the next $1,000,000 above the first $350,000 shall be paid
by NetSelect LLC; and any remaining amount shall be paid by RealSelect.
8. RIN shall request the Board of Directors of NAR to consider,
at the meeting of the NAR Board of Directors scheduled to be held on February
10, 1997 in San Antonio, Texas, (i) an amendment to the By-laws of RIN to
provide that RIN may not, without the approval of its shareholder (NAR),
voluntarily file a petition for bankruptcy under applicable state or federal law
and (ii) that so long as RIN is able to commence making payments on its debt to
NAR and such outstanding principal amount owed to NAR does not increase, that
NAR will not place RIN into bankruptcy for the purpose of recovering all or any
portion of the debt owed by RIN to NAR.
9. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given and
effective (a) upon receipt, if delivered in person, by cable or by telegram, (b)
one business day after deposit prepaid with a national overnight express
delivery service (e.g., Federal Express or Airborne) or (c) three
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business days after deposit in the United States mail (registered or certified
mail postage prepaid, return receipt requested), to a party at its address set
forth in Exhibit F.
10. This Agreement may be amended or modified only by a written
instrument so stating and executed by the parties.
11. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights or remedies under or by reason of this Agreement. Notwithstanding the
foregoing, the rights and responsibilities of the parties hereto under this
Agreement may not be assigned without the prior written consent of the other
parties hereto.
13. The rights and obligations of the parties shall be construed
under and governed by the internal laws (without application of the conflicts of
laws provisions thereof) of the State of Delaware.
14. No provision in this Agreement shall be deemed waived by course
of conduct, unless such waiver is in writing signed by each party hereto and
stating specifically that it was intended to modify this Agreement.
15. Wherever possible, each provision hereof shall be interpreted in
such manner as to be effective and valid under applicable law, but in case any
one or more of the provisions contained herein shall, for any reason, be held to
be invalid, illegal or unenforceable in any respect, such provision shall be
ineffective to the extent, but only to the extent, of such invalidity,
illegality or unenforceability without invalidating the remainder of such
invalid, illegal or unenforceable provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.
16. This Agreement and the agreements referred to herein and therein
and the Exhibits attached hereto constitute the entire agreement between the
parties governing the matters addressed herein. No prior agreement or
representation, whether oral or written, shall have any force or effect thereon.
* * * *
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
NETSELECT, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name:
Title:
REALSELECT, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name:
Title:
CDW INTERNET, L.L.C.
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name:
Title:
WHITNEY EQUITY PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Name:
Title:
XXXXX & CO.
By: /s/ (illegible)
---------------------------------------------
Name:
Title:
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INFOTOUCH CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------------
Name:
Title:
REALTORS(R) INFORMATION NETWORK, INC.
By: /s/ (illegible)
----------------------------------------------
Name:
Title:
NETSELECT L.L.C.
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name:
Title:
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EXHIBIT A
NetSelect and RealSelect Stockholders
-------------------------------------
NetSelect
======================================================================================================================
NetSelect NetSelect NetSelect NetSelect
NAME AND ADDRESS DATE Class A Class B Series A Series B Aggregate
Common Common Preferred Preferred Consideration
Stock Stock Stock Stock
----------------------------------------------------------------------------------------------------------------------
Xxxxx & Co. Closing: 0 0 247,059 0 700,00
c/o NetSelect, Inc. 02/01/97 0 0 164,706 0 466,667
Suite 106
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Ph.D.
----------------------------------------------------------------------------------------------------------------------
CDW Internet, L.L.C. Closing: * * 176,471 0 500,000
c/o NetSelect, Inc. 02/01/97 231,294 666,667
Suite 106
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Ph.D
----------------------------------------------------------------------------------------------------------------------
Whitney Equity Partners, L.P. Closing: 0 0 494,118 0 1,400,000
000 Xxxxx Xxxxxx 02/01/97 0 0 329,411 0 933,333
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. X'Xxxxx, Esq.
----------------------------------------------------------------------------------------------------------------------
InfoTouch Investors 12/12/96 0 0 0 242,017 1,600,000
c/o NetSelect, Inc. 02/01/97 0 0 0 110,924 733,333
Suite 106
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
======================================================================================================================
* CDW Internet, L.L.C. also owns 236,470 shares of NetSelect Class A Common
Stock and 116,470 shares of NetSelect Class B Common Stock, which shares were
acquired prior to the Closing.
RealSelect
Number of Shares of
Name and Address RealSelect Common Stock
---------------------------------------------- -----------------------
NetSelect, Inc. 85
Suite 106
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
REALTORS(R) Information Network, Inc. 15
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: President and Chief Executive Officer
A-1
EXHIBIT B
NetSelect Corporate Documents
-----------------------------
B-1
EXHIBIT C
Directors and Officers
----------------------
NetSelect:
Directors:
Xxxxxxx Xxxxxx Xxxxxx Xxxxx, Ph.X.
Xxxx Xxxxxxx, III Xxxxxxx Xxxxxxx
Officers:
Chairman and Chief Executive Officer Xxxxxx Xxxxx, Ph.D.
President and Chief Operating Officer Xxxxxxx Xxxxxxx
Vice President and Chief Financial Officer Xxxx Xxxxxxxx
Senior Vice President Sales Xxxxx Xxxxxx
Vice President Marketing Xxxxx Xxxx
Netselect LLC:
Managers:
Xxxxxxx Xxxxxx Xxx Xxxxxxx
Xxxx Xxxxxxx, III Xxxx Xxxxxx
Xxxxxx Xxxxx, Ph.D. Xxxxxx Xxxx
Xxxxxxx Xxxxxxx
Officers:
Chairman and Chief Executive Officer Xxxxxx Xxxxx, Ph.D.
President and Chief Operating Officer Xxxxxxx Xxxxxxx
Vice President and Chief Financial Officer Xxxx Xxxxxxxx
Senior Vice President Sales Xxxxx Xxxxxx
Vice President Marketing Xxxxx Xxxx
Vice President of Technology Xxxxxx Xxxxxx
Realselect:
Directors:
Xxxxxxx Xxxxxx Xxx Xxxxxxx
Xxxx Xxxxxxx, III Xxxxxx Xxxxx
Xxxxxx Xxxxx, Ph.D. Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Officers:
Chairman and Chief Executive Officer Xxxxxx Xxxxx, Ph.D.
President and Chief Operating Officer Xxxxxxx Xxxxxxx
Vice President and Chief Financial Officer Xxxx Xxxxxxxx
Senior Vice President Sales Xxxxx Xxxxxx
Vice President Marketing Xxxxx Xxxx
Vice President of Technology Xxxxxx Xxxxxx
Vice President REALTOR(R) Sales Xxxxx Xxxxxxx
C-1
EXHIBIT D
NetSelect LLC Documents
-----------------------
D-1
EXHIBIT E
RealSelect Corporate Documents
------------------------------
E-1
EXHIBIT F
Addresses for Notices
---------------------
If to Xxxxx, to:
Xxxxx & Co.
c/o NetSelect, Inc.
Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
If to CDW, to:
CDW Internet, L.L. C.
c/o NetSelect, Inc.
Suite 106
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
If to InfoTouch, to:
InfoTouch Corporation
Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
If to NetSelect, to:
NetSelect, Inc.
Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
If to NetSelect LLC, to:
NetSelect, L.L.C.
c/o NetSelect, Inc.
Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
F-1
If to RealSelect, to:
RealSelect, Inc.
Xxxxx 000
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Ph.D.
If to RIN, to:
REALTORS(R) Information Network, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: President and Chief Executive Officer
If to Whitney, to:
Whitney Equity Partners, L.P.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxx X. X'Xxxxx, Esq.
F-2
