ASSET PURCHASE AGREEMENT BY AND AMONG MARCHEX, INC. MDNH, INC. OPEN LIST, INC. BRIAN HARNIMAN THE STOCKHOLDERS OF OPEN LIST, INC. AND WITH RESPECT TO ARTICLES VI AND XI ONLY BRAD GERSTNER, AS STOCKHOLDER REPRESENTATIVE DATED May 26, 2006Asset Purchase Agreement • June 2nd, 2006 • Marchex Inc • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of May 26, 2006, by and among Marchex, Inc., a Delaware corporation (the “Parent”), MDNH, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Buyer”), Open List, Inc., a Delaware corporation (the “Seller” or the “Company”), Brian Harniman (“Harniman”) the undersigned holders of all of the issued and outstanding capital stock of the Company (collectively, the “Stockholders”) and with respect to Articles VI and XI hereof, Brad Gerstner (in such capacity, the “Stockholder Representative”). Harniman and the Stockholders are collectively referred to herein as the “Equityholders”).
