AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. PROJECT TPS, INC. GOCLICK.COM, INC. AND THE SOLE STOCKHOLDER OF GOCLICK.COM, INC. DATED July 21, 2004Merger Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 21, 2004, by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), Project TPS, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of the Parent (the “Acquisition Corp.”), goClick.com, Inc., a corporation organized under the laws of the State of Connecticut (the “Company”) and John Babina III, the holder of all of the issued and outstanding capital stock of the Company (the “Sole Stockholder”).
FORM OF FIRST AMENDMENT TO RETENTION AGREEMENTRetention Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec
This Form of First Amendment to Retention Agreement (the “Amendment”) is made effective as of May 8, 2009, by and between Marchex, Inc., a Delaware corporation (the “Company”), and (“Executive”), in order to amend the Retention Agreement entered into between the Company and Executive effective as of October 2, 2006 (the “Retention Agreement”).
AMENDED AND RESTATED LEASE 520 PIKE STREET, INC., a Delaware corporation, Landlord and Marchex, Inc. a Delaware corporation, Tenant for Suites 1700, 1800, 1900 and 2000 520 Pike Tower Seattle, Washington June 5, 2009Lease Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Washington
THIS AMENDED AND RESTATED LEASE is made as of the 5th day of June, 2009, between 520 Pike Street, Inc., a Delaware corporation (“Landlord”), and Marchex, Inc., a Delaware corporation (“Tenant”).
MARCHEX, INC. AMENDED AND RESTATEDStock Option Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Delaware
As per the general terms and conditions set forth on this Stock Option Agreement (the “Agreement”), and the Amended and Restated 2003 Stock Incentive Plan (the “Plan”), Exhibit A and Exhibit B, respectively, which may be found at http://intranet.marchex.com, you have been granted an option (the “Option”) to purchase the number of shares set forth below (the “Shares”) of Class B Common Stock, $.01 par value per share (the “Common Stock”) of Marchex, Inc. (the “Company”), for the aggregate Purchase Price set forth below (the “Purchase Price”), with the following specific terms and conditions:
REVISED FORM OF RETENTION AGREEMENTRetention Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Washington
This Revised Form of Retention Agreement (the “Agreement”) is entered into effective this 8th day of May 2009, between Marchex, Inc., a Delaware corporation (the “Company”) and (the “Executive”).
REVISED FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENTExecutive Restricted Stock Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Delaware
This Revised Form of Executive Restricted Stock Agreement (the “Agreement”) is entered into this 8th day of May, 2009 between Marchex, Inc., a Delaware corporation (the “Company”) and (the “Participant”).
FORM OF DIRECTOR RESTRICTED STOCK AGREEMENTDirector Restricted Stock Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec • Delaware
This Form of Director Restricted Stock Agreement (the “Agreement”) is entered into this 8th day of May, 2009 between Marchex, Inc., a Delaware corporation (the “Company”) and (the “Participant”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec
This First Amendment to Executive Employment Agreement (the “Amendment”) is made effective as of May 8, 2009, by and between Marchex, Inc., a Delaware corporation (“Marchex”), and Michael A. Arends (“Executive”), in order to amend the Executive Employment Agreement entered into between Marchex and Executive effective as of May 1, 2003 (the “Executive Employment Agreement”).
FORM OF FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 10th, 2015 • Marchex Inc • Services-business services, nec
This Form of First Amendment to Restricted Stock Agreement (the “Amendment”) is made effective as of May 8, 2009, by and between Marchex, Inc., a Delaware corporation (the “Company”), and (“Participant”), in order to amend the Restricted Stock Agreement entered into between the Company and Participant effective as of January 1, 2007 (the “Restricted Stock Agreement”).
