0001047469-07-005760 Sample Contracts

OFFICE LEASE KILROY REALTY 909 NORTH SEPULVEDA KILROY REALTY, L.P.,
Office Lease • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and CARSDIRECT.COM, INC., a Delaware corporation (“Tenant”).

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SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Severance Agreement and Release of Claims • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Severance Agreement and Release of Claims ("Agreement") is entered into by and between Stacey Peterson ("Employee"), and Internet Brands, Inc. ("IB" or the "Company") (collectively, the "Parties"), on April 19, 2007 (the "Effective Date").

Employment Letter
Internet Brands, Inc. • July 20th, 2007 • Services-business services, nec • California

Please allow this letter to serve as the entire agreement between Internet Brands, Inc. (the "Company") and you, Alex Hansen (the "Employee") with respect to certain aspects of your continued full time employment with the Company. The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC ("Tatum"), which will benefit the Company in that the Employee will have access to certain Tatum resources.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This SHARE EXCHANGE AGREEMENT (as it may be amended, modified or supplemented from time to time, this “Agreement”) is entered into as of March 10, 2005, by and between CARSDIRECT.COM, INC., a Delaware corporation (the “Company”) and IDEALAB HOLDINGS, L.L.C., a Delaware limited liability company (“Idealab”).

SEVERANCE PAYMENT AGREEMENT
Severance Payment Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement is entered into as of January 30, 2002 between CarsDirect.com, Inc., (the "Company") and Lynn Walsh (the "Employee").

ONLINE MARKETING SYSTEMS AND SERVICES AGREEMENT
Systems and Services Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This ONLINE MARKETING SYSTEMS AND SERVICES AGREEMENT (the "Agreement") is made as of this 1st day of March, 2007 by and among Internet Brands Inc., a Delaware corporation ("IB") and smart USA Distributor, LLC, a Delaware limited liability company ("smart USA"). IB and smart USA are collectively referred to herein as the "Parties".

CARSDIRECT.COM, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 6, 2001
Investor Rights Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Fifth Amended and Restated Investor Rights Agreement (this “Agreement”) is made effective as of February 6, 2001, by and among CarsDirect.com, Inc., a Delaware corporation (the “Company”), purchasers of the Company’s Series E Preferred Stock who are signatories to this Agreement (the “Purchasers”), the investors listed on Exhibit B attached hereto and other persons or entities who are or become signatories to this Agreement and/or the Prior Agreement (as defined below).

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Severance Agreement and Release of Claims • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Severance Agreement and Release of Claims ("Agreement") is entered into by and between Christine Bucklin ("Employee"), and Internet Brands, Inc. ("IB" or the "Company") (collectively, the "Parties"), on April 6, 2007 (the "Effective Date").

SEVERANCE PAYMENT AGREEMENT
Severance Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec

This Severance Agreement is entered into as of January 30, 2002 between CarsDirect.com, Inc., (the "Company") and Debra Domeyer (the "Employee").

CARSDIRECT.COM, INC. ROBERT BRISCO EMPLOYMENT AGREEMENT
Robert Brisco Employment Agreement • July 20th, 2007 • Internet Brands, Inc. • Services-business services, nec • California

This Agreement is entered into as by and among CarsDirect.com, Inc. (the "Company") and Robert Brisco (the "Employee") this 8th day of November, 1999.

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