AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. SITEWISE ACQUISITION CORPORATION SITEWISE MARKETING, INC. THE SHAREHOLDERS OF SITEWISE MARKETING, INC. AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY GERALD WIANT, AS SHAREHOLDER...Merger Agreement • December 11th, 2003 • Marchex Inc • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of October 1, 2003 by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), Sitewise Acquisition Corporation, a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the “Acquisition Corp.”), Sitewise Marketing, Inc., a corporation organized under the laws of the State of Oregon (the “Company”), Gerald Wiant and Bruce Fabbri (the “Principal Shareholders”) and those holders of shares of capital stock of the Company, each as identified on the signature pages hereto (the “Shareholders” and the term Shareholders shall include the Principal Shareholders except as otherwise provided herein and where applicable based on the context the term Shareholders shall also include all other holders of capital stock of the Company) and with respect to Article II, VII and Article XII hereof, Gerald Wiant (the “Shareholder Representative”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. MARCHEX ACQUISITION CORPORATION EFAMILY.COM, INC., AH-HA.COM, INC. THE PRINCIPAL STOCKHOLDERS OF EFAMILY.COM, INC. AND WITH RESPECT TO ARTICLES II AND XII ONLY PAUL J. BROCKBANK, AS STOCKHOLDER...Agreement and Plan of Merger • December 11th, 2003 • Marchex Inc • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of February 19, 2003 by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), Marchex Acquisition Corporation, a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the “Acquisition Corp.”), eFamily.com, Inc., a corporation organized under the laws of the State of Utah (the “Company”), ah-ha.com, Inc., a corporation organized under the laws of the State of Utah and a wholly-owned subsidiary of the Company (the “Company’s Subsidiary”), and Paul J. Brockbank, Christopher P. Stevens and Jay R. Bean (the “Principal Stockholders”) and with respect to Article II and Article XII hereof, Paul J. Brockbank (the “Stockholder Representative”), each of whom are identified on the signature pages hereto.
MARCHEX, INC. STOCKHOLDERS’ AGREEMENTStockholders' Agreement • December 11th, 2003 • Marchex Inc • Delaware
STOCKHOLDERS’ AGREEMENT (the “Agreement”), made as of the 23rd day of January, 2003, by and among Marchex, Inc., a Delaware corporation (the “Company”), the holders of shares of Class A Common Stock (as defined herein) and the holders of shares of Class B Common Stock (as defined herein), each as identified on the signature pages hereto and each as listed on Schedule 1 attached hereto, as amended from time to time (each individually a “Stockholder” and collectively the “Stockholders”) and the other holders of capital stock of the Company who become party to this Agreement from time to time.
FOURTH AND BLANCHARD OFFICE LEASEOffice Lease • December 11th, 2003 • Marchex Inc • Washington
THIS LEASE, made the 5th day of September, 2003, by and between SELIG REAL ESTATE HOLDINGS FIVE, a Washington limited liability company, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred to as “Lessor” and Marchex, Inc., whose address is 2101 Fourth Avenue Seattle, Washington 98121, hereinafter referred to as “Lessee”.
SUBLEASESublease Agreement • December 11th, 2003 • Marchex Inc • Oregon
Sublessor hereby subleases to Sublessee a portion of Suite 100 at 2896 Crescent Avenue, Eugene, Oregon, more particularly described below, upon and subject to the following terms, covenants and conditions.
SUBLEASESublease • December 11th, 2003 • Marchex Inc • Utah
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of this 29th day of October, 1996 by and between COVEY CORPORATE CAMPUS TWO, L.L.C. (the “Landlord”), and COVEY LEADERSHIP CENTER Franklin Covey, INC. (the “Tenant”). THE BOYER COMPANY, L. C. (the “Property Manager”) is also a party to this Lease for the limited purpose of providing the property management services described herein.
SUBLEASE ASSIGNMENT AND ASSUMPTION AGREEMENTSublease Assignment and Assumption Agreement • December 11th, 2003 • Marchex Inc • Washington
THIS SUBLEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of January 18, 2003 (the “Effective Date”) by and between Marrch Holdings, LLC (the “Tenant”), Marchex, Inc. (the “Transferee”) and Ecology and Environment, Inc. (the “Sublessor”).
MARCHEX, INC. STOCK TRANSFER AND RESTRICTION AGREEMENTStock Transfer and Restriction Agreement • December 11th, 2003 • Marchex Inc • Delaware
WHEREAS, the Company and the Stockholders have agreed to place certain restrictions on the Common Stock issued or issuable by the Company as Equity Consideration and Restricted Equity Consideration to the Stockholders in the respective amounts as set forth on Exhibit A attached hereto, in connection with that certain Agreement and Plan of Merger dated as of October 1, 2003 (the “Merger Agreement”), by and among the Company, Sitewise Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Acquisition Corporation”), Sitewise Marketing, Inc., a Oregon corporation (“Sitewise”), the Stockholders of Sitewise and with respect to Articles II, VII and XII of the Merger Agreement, the Stockholder Representative, pursuant to which Sitewise is being merged with and into the Acquisition Corporation (the “Merger”).
Marchex, Inc. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 2003 • Marchex Inc • Washington
AGREEMENT (the “Agreement”), made effective as of the 17th day of January, 2003 by and between Marchex, Inc. a Delaware corporation (the “Company”), and Russell C. Horowitz, a resident of Seattle, Washington (the “Executive”).
ContractLease Agreement • December 11th, 2003 • Marchex Inc
THIS INDENTURE OF LEASE entered into this 31st day of August, 2001, between A&A Properties, N.W., L.L.C. hereinafter called the lessor, and Sitewise Marketing, Inc., D.B.A. Traffic Leader, hereinafter called the lessee,
