AGREEMENT AND PLAN OF MERGER Dated as of December 28, 2001 amongAgreement and Plan of Merger • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California
THIS AGREEMENT AND PLAN OF MERGER dated as of December 28, 2001 (this "Agreement"), is by and among: (i) US SEARCH.com Inc., a Delaware corporation (the "Parent"); (ii) US SEARCH Screening Services, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Acquiror"); (iii) Professional Resource Screening, Inc., a California corporation (the "Target"); and (iv) Irwin R. Pearlstein, an individual, David Pearlstein, an individual and Cheryl Pearlstein-Enos, an individual (the "Shareholders").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 28, 2001, by and among US SEARCH.COM INC., a Delaware corporation (the "Company"), and the several holders of the Company's Common Stock set forth on the signature page to this Agreement (each, a "Holder" and, collectively, together with any assignee thereof in accordance with Section 2.8, the "Holders").
SECURITY AGREEMENTSecurity Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California
This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this "Agreement") is made and entered into as of December 28, 2001 by U.S. SEARCH.COM INC., a Delaware corporation (the "Debtor") in favor of IRWIN R. PEARLSTEIN, DAVID PEARLSTEIN and CHERYL PEARLSTEIN-ENOS (collectively, the "Secured Parties").
ESCROW AGREEMENTEscrow Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California
THIS ESCROW AGREEMENT ("Agreement"), is entered into as of December 28, 2001, by and among U.S. SEARCH.COM INC., a Delaware corporation ("Parent"), Comerica Bank-California, a California banking corporation(the "Escrow Agent"), and IRWIN R. PEARLSTEIN, DAVID PEARLSTEIN and CHERYL PEARLSTEIN-ENOS, each an individual (individually, a "Shareholder" and collectively, the "Shareholders").
