FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec • Delaware
This Indemnity Agreement, dated as of May __, 2013, is made by and between Marchex, Inc., a Delaware corporation (the “Company”), and _________________________ (the “Indemnitee”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec • Delaware
This Agreement (the “Agreement”) evidences the award of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Class B Common Stock of Marchex, Inc., a Delaware corporation (the “Company”), granted to you, , effective as of (the “Grant Date”), pursuant to the Marchex, Inc. 2012 Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
SHARE PURCHASE AGREEMENT BY AND AMONG MARCHEX, INC. SITA LABORATORIES, INC. THE SELLERS AND *** AS STOCKHOLDER REPRESENTATIVE DATED NOVEMBER 20, 2018Share Purchase Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec • Delaware
SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 20, 2018, by and among Marchex, Inc., a Delaware corporation (the “Buyer”), SITA Laboratories, Inc. d/b/a CallCap, a Kansas corporation (the “Company”), the stockholders parties hereto (collectively the “Stockholders” or the “Sellers” and each individually a “Seller”), and with respect to Section 1.4, Section 6.8, Article XI and as elsewhere referenced herein*** (in such capacity, the “Stockholder Representative”).
TELMETRICS Inc. RESEARCH SERVICES AGREEMENT: Dex Media, Inc.Research Services Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec • Delaware
This Agreement (“Agreement”) is for services as described in Exhibit A, “Statement of Work”, attached hereto (the “Research Services”) and is made and entered into effective December 1, 2017 (the “Effective Date”) by and between TELMETRICS Inc., with its principal place of business located at 2680 Skymark Avenue, Suite 900, Mississauga, Ontario Canada L4W5L6 (“TELMETRICS”), and Dex Media, Inc. (“PUBLISHER”), a Delaware corporation, whose principal offices are located at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261, on behalf of itself and all of its subsidiaries.
AMENDMENT NO. 2 TO MASTER SERVICES AND LICENSE AGREEMENTMaster Services and License Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec
This Amendment No. 2 (“Amendment”), effective as of July 1, 2013 (the “Amendment Effective Date”), is being entered into by and between Marchex Sales LLC, a Delaware limited liability company and successor in interest to Marchex Sales, Inc., which is a wholly-owned subsidiary of Marchex, Inc. (“Marchex”), and YellowPages.com LLC, a Delaware limited liability company formerly doing business as AT&T Interactive or ATTi (“YPC”), to amend the Master Services and License Agreement entered between YPC and Marchex effective as of October 1, 2007 (as amended by all prior amendments, Change Rule Sheets, and Project Addenda, as amended, thereto, and including all attachments, collectively the “Agreement”). YPC and Marchex may hereinafter be referred to individually as “Party” and collectively as “Parties.” Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Agreement.
SHARE PURCHASE AGREEMENT BY AND AMONG MARCHEX, INC. MARCHEX CA CORPORATION TELMETRICS INC., THE SELLERS AND WITH RESPECT TO ARTICLES I AND X ONLY, *** AS SHAREHOLDER REPRESENTATIVESShare Purchase Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec • Delaware
[***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDMENT NO. 6 TO MASTER SERVICES AND LICENSE AGREEMENTMaster Services and License Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec
This Amendment No. 6 (“Amendment No. 6”), effective as of December 31, 2018 (the “Amendment 6 Effective Date”), is being entered into by and between Marchex Sales LLC, a Delaware limited liability company formerly known as Marchex Sales, Inc., which is a wholly-owned subsidiary of Marchex, Inc. (“Marchex”), and Dex Media, Inc, successor in interest to YellowPages.com LLC formerly doing business as AT&T Interactive or ATTi, (“DexYP”), to amend the Master Services and License Agreement entered between DexYP and Marchex effective as of October 1, 2007 (as amended by all prior amendments, Change Rule Sheets, and Project Addenda, as amended, thereto, and including all attachments, collectively the “Agreement”). DexYP and Marchex may hereinafter be referred to individually as “Party” and collectively as “Parties.” Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 4 TO PAY-FOR-CALL DISTRIBUTION AGREEMENTCall Distribution Agreement • March 18th, 2019 • Marchex Inc • Services-business services, nec
This Amendment No. 4 (“Amendment No. 4”), effective as of December 31, 2018 (the “Amendment 4 Effective Date”), is being entered into by and between Marchex Sales LLC, a Delaware limited liability company formerly known as Marchex Sales, Inc., which is a wholly-owned subsidiary of Marchex, Inc. (“Marchex”), and Dex Media, Inc, successor in interest to YellowPages.com LLC formerly doing business as AT&T Interactive or ATTi (“DexYP”), to amend the Pay-For-Call Distribution Agreement entered between DexYP and Marchex effective as of January 1, 2011, as amended by Amendment 1 effective December 31, 2012, Amendment 2 effective June 25, 2015, and Amendment 3 effective December 15, 2016 (together, the “Agreement”). DexYP and Marchex may hereinafter be referred to individually as “Party” and collectively as “Parties.” Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Agreement.
