INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2004 • Marchex Inc • Services-business services, nec • Delaware
This Indemnification Agreement (the “Agreement”) is made as of February 4, 2004, by and between Marchex, Inc., a Delaware corporation (the “Company”), and Russell C. Horowitz (the “Indemnitee”).
5,714,000 Shares MARCHEX, INC. Class B Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • April 1st, 2014 • Marchex Inc • Services-business services, nec • New York
Marchex, Inc., a Delaware corporation (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 5,714,000 shares (the “Firm Shares”) of the Company’s Class B Common Stock, $0.01 par value (the “Common Stock”), of which 2,857,000 shares will be sold by the Company and 2,857,000 shares will be sold by the Selling Shareholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Company and the Selling Shareholders are sometimes referred to herein collectively as the “Sellers”. The Company and the Selling Shareholders also propose to sell at the Underwriters’ option an aggr
FORM OF EXECUTIVE OFFICER RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 7th, 2016 • Marchex Inc • Services-business services, nec • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into this 11th day of May, 2010 between Marchex, Inc., a Delaware corporation (the “Company”) and (the “Participant”).
FORM OF EXECUTIVE OFFICER RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 7th, 2016 • Marchex Inc • Services-business services, nec • Delaware
Marchex, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an award (the “Award”) consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Marchex, Inc. 2003 Amended and Restated Stock Incentive Plan, as amended to the Grant Date (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares issuable pursuant to the Award (the “Plan Prospe
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 • March 12th, 2012 • 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”).
200,000 Shares1 MARCHEX, INC. % Convertible Exchangeable Preferred Stock (Cumulative Dividend, Liquidation Preference $250 per share) PURCHASE AGREEMENTPurchase Agreement • February 4th, 2005 • Marchex Inc • Services-business services, nec • Delaware
Marchex, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 200,000 shares (the “Firm Shares”) of its authorized and unissued % Convertible Exchangeable Preferred Stock, $0.01 par value per share (the “Preferred Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 30,000 additional shares of Preferred Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Shares.”
MARCHEX, INC. AND SANDERS MORRIS HARRIS INC. REVISED FORM OF REPRESENTATIVE’S WARRANT AGREEMENT DATED AS OF , 2004Warrant Agreement • March 19th, 2004 • Marchex Inc • Services-business services, nec • Washington
REPRESENTATIVE’S WARRANT AGREEMENT dated as of , 2004 between MARCHEX, INC., a Delaware corporation (the “Company”) and SANDERS MORRIS HARRIS INC. (“Sanders” or the “Representative”).
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, 2004Agreement and Plan of Merger • 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”).
ASSET PURCHASE AGREEMENT BY AND AMONG MARCHEX, INC. MDNH, INC. AREACONNECT LLC AND THE SOLE MEMBER OF AREACONNECT LLC DATED May 1, 2006Asset Purchase Agreement • March 12th, 2012 • Marchex Inc • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of May 1, 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”), AreaConnect LLC, a Delaware limited liability company (the “Seller” or the “Company”), and the undersigned holder of all of the issued and outstanding ownership interests or units of the Company (the “Sole Member” or “Hamilton”).
Marchex, Inc.Marchex Inc • August 9th, 2016 • Services-business services, nec • Washington
AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. VOICESTAR, INC. AND THE SHAREHOLDERS OF VOICESTAR, INC. DATED August 9, 2007Agreement and Plan of Merger • March 14th, 2018 • Marchex Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of August 9, 2007, by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), VoiceStar, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), and the undersigned holders of all of the issued and outstanding capital stock of the Company (the “Shareholders”).
CREDIT AGREEMENT among MARCHEX, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Issuing Lender Dated as of April 1, 2008Credit Agreement • March 3rd, 2014 • Marchex Inc • Services-business services, nec • Washington
THIS CREDIT AGREEMENT, dated as of April 1, 2008 (this “Agreement”), is made and entered into among MARCHEX, INC., a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (“Lenders”), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent (“Administrative Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MARCHEX, INC. EINSTEIN HOLDINGS I, INC. EINSTEIN HOLDINGS 2, LLC INDUSTRYBRAINS, INC. THE PRIMARY SHAREHOLDERS OF INDUSTRYBRAINS, INC. AND WITH RESPECT TO ARTICLES II, VII AND XII ONLY ERIK MATLICK, AS...Agreement and Plan of Merger • March 14th, 2011 • Marchex Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 27, 2005, by and among Marchex, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”), Einstein Holdings I, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned direct subsidiary of the Parent (the “First Acquisition Corp.”), Einstein Holdings 2, LLC, a limited liability company organized under the laws of the State of Delaware and a wholly-owned direct subsidiary of the Parent (the “Second Acquisition Corp.”), IndustryBrains, Inc., a corporation organized under the laws of the State of New York (the “Company”), the undersigned holders of issued and outstanding capital stock of the Company (the “Primary Shareholders”) and with respect to Articles II, VII and XII hereof, Erik Matlick (in such capacity, the “Shareholder Representative”).
FORM OF RETENTION AGREEMENTForm of Retention Agreement • March 14th, 2018 • Marchex Inc • Services-business services, nec • Washington
This Retention Agreement (the “Agreement”) is entered into effective this 2nd day of October 2006, between Marchex, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 14th, 2018 • Marchex Inc • Services-business services, nec
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 1, 2011, by and among MARCHEX, INC., a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (“Lenders”), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent (“Administrative Agent”).
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 • 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:
OVERTURE LICENSE AGREEMENTOverture License Agreement • March 14th, 2011 • Marchex Inc • Services-business services, nec • California
This License Agreement is effective by and between Overture Services, Inc. (“Overture”) and Marchex, Inc. (“Licensee”) on the date on which Licensee completes its acquisition of the domains currently owned by Name Development Ltd. (“Effective Date”).
REVISED FORM OF RETENTION AGREEMENTForm of Retention 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”).
COMMERCIAL LEASECommercial Lease • March 10th, 2010 • Marchex Inc • Services-business services, nec
This Commercial Lease Agreement (“Lease”) is entered into between Marchex, Inc., (“Lessee”) and Traffic Leader (“Lessee”), whether one or more, and A&A Properties Northwest (“Lessor”). Each Lessee is jointly and severally liable for the payment of rent and performance of all other terms of this Agreement. A judgment entered against one Lessee shall be no bar to an action against other Lessees.
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”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • June 25th, 2014 • Marchex Inc • Services-business services, nec
This Professional Services Agreement (“Agreement”) is entered into by and between MDNH, Inc., a Delaware corporation and wholly owned subsidiary of Marchex, Inc., and such other affiliates that may be identified from time to time in mutually agreed attachments hereto (collectively, “Supplier”) and Allstate Insurance Company, an Illinois insurance company (“Allstate”) and is effective on January 29, 2010 (“Effective Date”).
AMENDMENT NO. 1 TO MASTER SERVICES AND LICENSE AGREEMENTMaster Services and License Agreement • March 7th, 2016 • Marchex Inc • Services-business services, nec
This Amendment No. 1 (“Amendment”), effective as of April 30, 2010 (the “Amendment Effective Date”), is being entered into by and between MDNH, Inc., a Delaware corporation (“Marchex Local”), with a principal place of business at 4425 Spring Mountain Road, Suite 210, Las Vegas, NV 89102 and YellowPages.com LLC, a Delaware limited liability company d/b/a AT&T Interactive (“YPC” or “ATTi”), with a principal place of business at 611 N. Brand Boulevard, 5th Floor, Glendale, CA 91203, to amend the Master Services and License Agreement entered between YPC and Marchex Local effective as of October 1, 2007 (as amended by all amendments, Change Rule Sheets, and Project Addenda thereto, and including all attachments, collectively the “Agreement”). YPC and Marchex Local 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.
Marchex, Inc. Seattle, WA 98101 April 21, 2016 Gary Nafus By electronic delivery Dear Gary:Marchex Inc • August 9th, 2016 • Services-business services, nec • Washington
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”).
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.
AMENDMENT NO. 5 TO MASTER SERVICES AND LICENSE AGREEMENTMaster Services and License Agreement • May 9th, 2018 • Marchex Inc • Services-business services, nec
This Amendment No. 5 (“Amendment”), effective as of January 1, 2018 (the “Amendment 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. 1 TO YAHOO! PUBLISHER NETWORK SERVICE ORDERMarchex Inc • August 6th, 2010 • Services-business services, nec
THIS AMENDMENT No. 1 (this “Amendment No. 1”) is made and entered into as of September 25, 2007 by Overture Services, Inc. (“OSI”) and Overture Search Services (Ireland) Limited (“OSSIL” and collectively with OSI, “Overture”), on the one hand, and MDNH, Inc. and MDNH International Ltd (collectively, “Publisher”), on the other hand, and amends the Yahoo! Publisher Network Service Order #1-8196149 between Overture and Publisher entered into as of August 7, 2007 (the “Agreement”).
STOCK REPURCHASE AGREEMENT May 31, 2018Stock Repurchase Agreement • June 1st, 2018 • Marchex Inc • Services-business services, nec • Delaware
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.
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”).
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.
Insertion Order Amendment No. 1Marchex Inc • March 7th, 2016 • Services-business services, nec
Advertiser agrees to pay Company for all calls delivered based on the amended terms of the Campaign Summary set forth herein (“Amendment”). This Amendment incorporates the terms of the Insertion Order referred to herein, except to the limited extent that such terms were expressly modified by the change in Campaign Summary. Other than the specific terms and conditions expressly referenced above, this Amendment shall not be construed to modify any term or condition of the Insertion Order, which will otherwise remain unchanged and in full force and effect.
