GUARANTEEGuarantee • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware
THIS GUARANTEE, dated as of September 17, 2010 (this “Guarantee”), is entered into by Hellman & Friedman Capital Partners VI, L.P. (the “Guarantor”) in favor of Internet Brands, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Merger Agreement (as defined below).
HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P. HELLMAN & FRIEDMAN CAPITAL PARTNERS VI (PARALLEL), L.P. HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P. HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P. C/O HELLMAN & FRIEDMAN LLC ONE MARITIME PLAZA, 12TH...Equity Commitment Letter • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Micro Holding Corp., a Delaware corporation (“Parent”), Micro Acquisition Corp., a Delaware corporation (“Merger Sub”), and Internet Brands, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors”.
MICRO HOLDING CORP. C/O HELLMAN & FRIEDMAN LLC ONE MARITIME PLAZA, 12TH FLOOR SAN FRANCISCO, CA 94111Merger Agreement • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware
Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2010 (the “Merger Agreement”), by and among Internet Brands, Inc. (the “Company”), Micro Holding Corp., a Delaware corporation (“Parent”) and Micro Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub, subject to the terms and conditions of the Merger Agreement, will merge with and into the Company. Capitalized terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the Merger Agreement. In consideration of the mutual covenants and conditions as hereinafter set forth, you and Parent do hereby agree as follows:
VOTING AGREEMENTVoting Agreement • September 30th, 2010 • Internet Brands, Inc. • Services-business services, nec • Delaware
VOTING AGREEMENT, dated as of September 17, 2010 (this “Agreement”), among Micro Holding Corp., a Delaware corporation (“Parent”), Idealab Holdings, L.L.C., a Delaware limited liability company (“Holdings”), and Idealab, a California corporation (“Idealab”, and each of Holdings and Idealab, a “Stockholder” and, collectively, the “Stockholders”).
