0000950123-10-062827 Sample Contracts

INFOGROUP INC. AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • June 30th, 2010 • infoGROUP Inc. • Services-direct mail advertising services • Delaware

This Amendment No. 1 (this “ Amendment”), dated as of June 29, 2010, is made by and between InfoGroup Inc., a Delaware corporation (the “ Company”), and Wells Fargo Bank, N.A., (the “ Rights Agent”) to amend the Preferred Stock Rights Agreement, dated as of May 4, 2009, by and between the Company and the Rights Agent (the “ Rights Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning assigned to them in the Rights Agreement.

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