0000950135-04-002145 Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of April 29, 2004 by and among ONESOURCE INFORMATION SERVICES, INC., OSIS ACQUISITION CORP. and INFOUSA INC.

Agreement and Plan of Merger • April 29th, 2004 • Onesource Information Services Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  April 29th, 2004
• Company
  Onesource Information Services Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 29, 2004, is entered into by and among OneSource Information Services, Inc., a Delaware corporation (the “Company”), OSIS Acquisition Corp., a Delaware corporation (the “Merger Sub”), and infoUSA Inc., a Delaware corporation (“Parent”). Merger Sub is a wholly owned direct subsidiary of Parent.

STOCKHOLDER SUPPORT AGREEMENT

Stockholder Support Agreement • April 29th, 2004 • Onesource Information Services Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Stockholder Support Agreement
• Filed
  April 29th, 2004
• Company
  Onesource Information Services Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) dated as of April 29, 2004, is by and between infoUSA Inc., a Delaware corporation (“Parent”), OSIS Acquisition Corp., a Delaware corporation (“Merger Sub”) and a direct wholly-owned subsidiary of Parent and Martin F. Kahn (“Stockholder”).

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • April 29th, 2004 • Onesource Information Services Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  April 29th, 2004
• Company
  Onesource Information Services Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

TENDER AND VOTING AGREEMENT (“Agreement”), dated April 29, 2004, by and between infoUSA, Inc., a Delaware corporation (“Parent”), OSIS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and the entities listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT BETWEEN ONESOURCE INFORMATION SERVICES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent

Rights Agreement • April 29th, 2004 • Onesource Information Services Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Rights Agreement
• Filed
  April 29th, 2004
• Company
  Onesource Information Services Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

This Amendment No. 2, dated as of April 29, 2004 (this “Amendment”), to the Rights Agreement between OneSource Information Services, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).