0001104659-05-030131 Sample Contracts

PROXY AND VOTING AGREEMENT

Proxy and Voting Agreement • June 28th, 2005 • Iac/Interactivecorp • Transportation services • Delaware

• Contract Type
  Proxy and Voting Agreement
• Filed
  June 28th, 2005
• Company
  Iac/Interactivecorp
• Industry
  Transportation services
• Jurisdiction
  Delaware

THIS PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of June , 2005, is entered into by and between ServiceMagic, Inc., a Delaware corporation (“Parent”), and Sunbelt Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and (“Stockholder”) on the other hand, and, with respect to Section 7(k) only, ImproveNet, Inc., a Delaware corporation (the “Company”).