AGREEMENT AND PLAN OF MERGER BY AND AMONG TRULIA, INC. MARINER ACQUISITION CORP. AND MARKET LEADER, INC. Dated as of May 7, 2013Agreement and Plan of Merger • May 8th, 2013 • Market Leader, Inc. • Services-advertising • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2013 by and among Trulia, Inc., a Delaware corporation (“Parent”), Mariner Acquisition Corp., a Washington corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Market Leader, Inc., a Washington corporation (the “Company”). All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed thereto in Annex I.
Shares HOUSEVALUES, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2004 • HouseValues, Inc. • Real estate agents & managers (for others) • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
This Stock Purchase Agreement (this “Agreement”) is made as of this 27th day of June, 2003, among HouseValues, Inc., a Washington corporation (“Buyer”), David and Suzanne Huey (the “Shareholders”), and Soar Solutions, Inc., an Illinois corporation (the “Company”).
HOUSEVALUES, INC.Incentive Stock Option Letter Agreement • November 4th, 2004 • HouseValues, Inc. • Real estate agents & managers (for others)
We are pleased to inform you that you have been selected by the Company to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Common Stock under the Company’s 1999 Stock Incentive Plan, as amended (the “Plan”).
AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
This Amendment (this “Amendment”) to the Amended and Restated Investors’ Rights Agreement, dated as of April 22, 2004, is entered into and effective as of August 24, 2004, by and among HouseValues, Inc., a Washington corporation (the “Company”), and each of the parties listed on the signature page hereto.
TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
This Transition and Consulting Agreement (this “Agreement”), dated as of May 14, 2003, is entered into by Phil Davis (“Davis”) and HouseValues, Inc. (“HouseValues”).
HOUSEVALUES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 22, 2004Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 22nd day of April, 2004, by and among HouseValues, Inc., a Washington corporation (the “Company”), and the investors listed on Schedule A hereto (individually, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)
This Employment Agreement (this “Agreement”), dated as of May 13, 2004, between House Values, Inc., a Washington corporation (“Employer”), and Ian Morris (“Executive”), an individual resident of the State of Washington, is effective as of the date first written above.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by Robert Schulze (hereinafter referred to as “Employee”) and HouseValues Inc., its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues Inc.” or “Employer”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)
This Pledge and Security Agreement (this “Pledge Agreement”) is entered into March 23, 2004 by and between HouseValues, Inc., a Washington corporation (the “Company”), and Robert Schulze (“Purchaser”).
ESCROW AGREEMENTEscrow Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
HOUSEVALUES.COM, INC.Stock Option Letter Agreement • November 17th, 2004 • HouseValues, Inc. • Real estate agents & managers (for others)
We are pleased to inform you that you have been selected by the Company to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Common Stock under the Company’s 1999 Stock Incentive Compensation Plan (the “Plan”).
HOUSEVALUES, INC.Letter Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)
We are pleased to inform you that you have been selected by the Company to receive a stock option (the “Option”) to purchase shares (the “Option Shares”) of the Company’s Common Stock under the Company’s 1999 Stock Incentive Plan, as amended (the “Plan”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 5th, 2007 • HouseValues, Inc. • Services-advertising • Washington
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by Clayton Lewis, President & Chief Operating Officer (hereinafter referred to as “Employee”) and House Values Inc., its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues Inc.” or “Employer”).
RELEASE AGREEMENTRelease Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
THIS RELEASE AGREEMENT (the “Agreement”) is entered into by Michael G. Andrews (hereinafter referred to as “Employee”) and HouseValues, its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues” or “Employer”).
TRANSITION EMPLOYMENT AGREEMENTTransition Employment Agreement • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others)
This Transition Employment Agreement (this “Agreement”), dated as of 4 August 2003, between HouseValues, Inc. (“Employer”), and Michael G. Andrews (“Employee”);
COMMERCIAL LEASECommercial Lease • March 18th, 2005 • HouseValues, Inc. • Real estate agents & managers (for others) • Washington
THIS LEASE, dated as of the 20TH day of March, 2002, is between 15 LAKE BELLEVUE LLC, a Washington limited liability company (“Lessor”) and HouseValues.com, Inc., a Washington corporation (“Lessee”).
ContractEmployment Agreement • March 12th, 2008 • HouseValues, Inc. • Services-advertising
EMPLOYMENT AGREEMENT This agreement (the “Agreement”) is made and entered into as of February 19, 2008, by and between HouseValues, Inc. (“HouseValues” or “we”), a Washington corporation, and Jacqueline L. Davidson (“You”), an individual.
SIXTH AMENDMENT TO LEASELease • March 15th, 2013 • Market Leader, Inc. • Services-advertising
TIDS SIXTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of February 4, 2013, by and between LT KIRKLAND 405, LLC, a Delaware limited liability company (“Landlord”), and MARKET LEADER, INC., a Washington corporation (“Tenant”).
MARKET LEADER MASTER SERVICES AGREEMENTLeader Master Services Agreement • May 12th, 2011 • Market Leader, Inc. • Services-advertising • Washington
This Master Services Agreement (“Agreement”) is entered into between the following entities as of January 6, 2011 (“Effective Date”). This Agreement is comprised of this Cover Page, the attached Standard Terms and Conditions and any Statement of Work, each of which is incorporated herein by this reference. The parties agree as follows:
Commercial LeaseCommercial Lease • October 25th, 2005 • HouseValues, Inc. • Services-advertising • Washington
LEASED PREMISES. The Leased Premises is located at 1700 North 6th Street, Yakima, Washington, on the Property legally described on Exhibit A attached hereto. The Lease is subject to all easements, restrictions, agreements of record, mortgages and deeds of trust, and zoning and building laws; provided, notwithstanding anything to the contrary in this Lease, Landlord represents that (i) the Leased Premises may be used by Tenant for the purposes authorized in this Lease; (ii) Landlord will deliver the Leased Premises in a broom clean condition, with all of Landlord’s personal property being stored in the Building and all debris removed, and the Leased Premises and Building otherwise ready for Tenant’s improvement work; (iii) the Building structure, foundation and roof and all Building systems are and shall be throughout the Initial Term and any extensions thereof in good working condition; and (iv) Landlord shall be responsible for all capital replacements and repairs to the structure, fo
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 7th, 2007 • HouseValues, Inc. • Services-advertising • Washington
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by Tom Romary, Chief Marketing Officer (hereinafter referred to as “Employee”) and HouseValues Inc., its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “HouseValues Inc.” or “Employer”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 4th, 2009 • Market Leader, Inc. • Services-advertising • Washington
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by Michael Nelson, Chief Technology Officer (hereinafter referred to as “Employee”) and Market Leader, Inc., its parent, affiliates, subsidiaries, officers, directors, and managers (hereinafter referred to as “Market Leader, Inc.” or “Employer”).
Clayton Lewis Dear Clayton,HouseValues, Inc. • May 7th, 2007 • Services-advertising
On behalf of HouseValues, I am extremely pleased to offer you the position of Chief Operating Officer. This letter sets forth the terms of your employment with HouseValues. If you wish to accept employment with HouseValues on these terms, please so indicate by signing two copies of this letter and two copies of the enclosed Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement. Please retain one set for your files and mail me one set of original documents with your signature. This offer and all terms of employment stated in this letter will expire if you have not returned a signed copy of both agreements to me on or 9/9/2004.
FIFTH AMENDMENT TO LEASELease • March 15th, 2013 • Market Leader, Inc. • Services-advertising
THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of November 9, 2012, by and between LT KIRKLAND 405, LLC, a Delaware limited liability company (“Landlord”), and MARKET LEADER, INC., a Washington corporation (“Tenant”).
SEVENTH AMENDMENT TO LEASELease • May 10th, 2013 • Market Leader, Inc. • Services-advertising
THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of April 5, 2013, by and between LT KIRKLAND 405, LLC, a Delaware limited liability company (“Landlord”), and MARKET LEADER, LLC, a Washington limited liability company (“Tenant”).
KIRKLAND 405 CORPORATE CENTER TRIPLE NET LEASE405 Corporate Center • November 4th, 2004 • HouseValues, Inc. • Real estate agents & managers (for others)
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
THIRD AMENDMENT TO LEASETo Lease • April 14th, 2009 • Market Leader, Inc. • Services-advertising
THIS THIRD AMENDMENT TO LEASE ("Agreement") dated as of March 1, 2009, is made and entered into by and between MEPT Kirkland Office II LLC, a Delaware limited liability company ("Landlord") , as successor-in-interest to Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 ("MEPT"), and Market Leader, Inc., formerly known as HouseValues, Inc., a Washington corporation ("Tenant").
FIRST AMENDMENT TO LEASELease • May 6th, 2009 • Market Leader, Inc. • Services-advertising
THIS FIRST AMENDMENT TO LEASE (“Agreement”) dated May 26, 2005, is made and entered into by and between Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 (“Landlord”) and HouseValues, Inc. a Washington corporation (“Tenant”).
FOURTH AMENDMENT TO LEASELease • March 15th, 2010 • Market Leader, Inc. • Services-advertising
THIS FOURTH AMENDMENT TO LEASE (“Agreement”) dated as of May 26, 2009, is made and entered into by and between MEPT Kirkland Office II LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 (“MEPT”), and Market Leader, Inc., formerly known as HouseValues, Inc., a Washington corporation (“Tenant”).
AMENDMENT AGREEMENTAmendment Agreement • March 13th, 2009 • Market Leader, Inc. • Services-advertising
This Amendment Agreement (the “Amendment”) is made and entered into as of December 30, 2008, by and between MarketLeader, Inc. (the “Company”) and (“Employee”).
VOTING AGREEMENTVoting Agreement • May 8th, 2013 • Market Leader, Inc. • Services-advertising • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2013 by and between Trulia, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Market Leader, Inc., a Washington corporation (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • March 5th, 2007 • HouseValues, Inc. • Services-advertising
THIS AMENDMENT (“Amendment”) is dated as of December 13, 2006 and is by and between Gregg Eskenazi (“you”) and HouseValues, Inc (“HouseValues”).
ContractEmployment Agreement • March 5th, 2007 • HouseValues, Inc. • Services-advertising
EMPLOYMENT AGREEMENT This agreement (the “Agreement”) is made and entered into as of January 23, 2007 (the “Effective Date”), by and between HouseValues, Inc. (“HouseValues” or “we”), a Washington corporation, and R. Barry Allen (“You”), an individual. The terms of employment stated in this letter will expire if you have not returned two signed copies of this Agreement to HouseValues on or before 1/22/07.
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Market Leader, Inc. • Services-advertising
EMPLOYMENT AGREEMENT This agreement (the “Agreement”) is made and entered into as of May 14, 2008, by and between HouseValues, Inc. (“HouseValues” or “we”), a Washington corporation, and Michael A. Nelson (“You”), an individual.
