EXHIBIT 02.3 AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 23, 2002Agreement and Plan of Merger • July 25th, 2002 • Factual Data Corp • Services-computer processing & data preparation • Delaware
ASSET PURCHASE AGREEMENT by and between FACTUAL DATA CORP. AND LANDMARK FINANCIAL SERVICES, INC. Dated as of September 30, 1998 ASSET PURCHASE AGREEMENT TABLE OF CONTENTS RECITALS.....................................................1 ARTICLE...Asset Purchase Agreement • October 15th, 1998 • Factual Data Corp • Services-computer processing & data preparation • Colorado
1 EXHIBIT 10.6H ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 9th, 1998 • Factual Data Corp • Services-computer processing & data preparation • Colorado
RESELLER SERVICE AGREEMENTService Agreement • February 27th, 1998 • Factual Data Corp
1 EXHIBIT 10.5 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the _____ day of January, 1998 by and between FACTUAL DATA CORP., INC., a Colorado corporation ("Company"), and _______________...Indemnification Agreement • February 27th, 1998 • Factual Data Corp • Colorado
1 EXHIBIT 1.5 CUSTODY AGREEMENT CUSTODY AGREEMENT, effective as of the ___ day of March, 1998, by and among each of the shareholders (the "Shareholders or "Shareholder") of Factual Data Corp., a Colorado corporation, (the "Company"), Schneider...Custody Agreement • February 27th, 1998 • Factual Data Corp • Colorado
AMENDMENT NO. 1 TOAgreement and Plan of Merger • August 26th, 2002 • Factual Data Corp • Services-computer processing & data preparation • Delaware
SHARE PURCHASE AGREEMENT By and Between PURCHASERS LISTED ON EXHIBIT A, as the "Purchasers" hereinRegistration Rights Agreement • April 12th, 1999 • Factual Data Corp • Services-computer processing & data preparation • Illinois
EXHIBIT 10.14 SECOND AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of April 30, 2001, is made by and between FACTUAL DATA CORP., a Colorado corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking...Credit Agreement • April 16th, 2002 • Factual Data Corp • Services-computer processing & data preparation
1 EXHIBIT 1.1 1,200,000 UNITS CONSISTING OF 1,200,000 SHARES OF COMMON STOCK 1,200,000 WARRANTS FACTUAL DATA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 1998 • Factual Data Corp • Services-computer processing & data preparation • Colorado
ARTICLE III 7 REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS 7 3.1 Organization and Qualification Of Seller 7 3.2 Authorized Capitalization 7 3.3 Authorization 8 3.4 Product Rights 8 3.5 Bulk Sale Law 9 3.6 No Conflicting Agreements 9 3.7...Asset Purchase Agreement • August 25th, 1998 • Factual Data Corp • Services-computer processing & data preparation
Exhibit 2.1 ----------- ASSET PURCHASE AGREEMENT by and between FACTUAL DATA CORP.Asset Purchase Agreement • September 20th, 2000 • Factual Data Corp • Services-computer processing & data preparation • Colorado
WITNESSETH:Marketing Agreement • April 26th, 2002 • Factual Data Corp • Services-computer processing & data preparation • District of Columbia
PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • December 28th, 1998 • Factual Data Corp • Services-computer processing & data preparation • Colorado
WARRANT AGENTWarrant Agreement • February 27th, 1998 • Factual Data Corp • Colorado
AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of March 27, 2001, is made by and between FACTUAL DATA CORP., a Colorado corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Lender"),...Credit Agreement • March 30th, 2001 • Factual Data Corp • Services-computer processing & data preparation
REDEEMABLE WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF NUMBER WARRANTS ---------- ------------- WA ---------- ------------- FACTUAL DATA CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO ------------------ CUSIP 303094 11 4...Factual Data Corp • April 29th, 1998 • Services-computer processing & data preparation
ARTICLE I DefinitionsCredit Agreement • June 6th, 2000 • Factual Data Corp • Services-computer processing & data preparation • Minnesota
RECITALNote • April 26th, 2002 • Factual Data Corp • Services-computer processing & data preparation
AGREEMENTAssets Purchase Agreement • February 27th, 1998 • Factual Data Corp • Colorado
1 EXHIBIT 1.4 WARRANT EXERCISE FEE AGREEMENT AGREEMENT dated as of the ______ day of _____________, 1998, by and among Schneider Securities, Inc. ("Schneider"), Factual Data Corp. (the "Company") and American Securities Transfer & Trust, Inc. (the...Warrant Exercise Fee Agreement • February 27th, 1998 • Factual Data Corp • Colorado
WITNESSETH THAT:Employment Agreement • February 27th, 1998 • Factual Data Corp
1 EXHIBIT 1.3 SELECTED DEALERS AGREEMENT PUBLIC OFFERING OF 1,200,000 SHARES OF COMMON STOCK 1,200,000 REDEEMABLE WARRANTS OFFERING PRICE OF $_________________ PER SHARE AND $________ PER WARRANT FACTUAL DATA CORP. Schneider Securities, Inc., on...Selected Dealers Agreement • February 27th, 1998 • Factual Data Corp • Colorado
WITNESSETH THAT:Employment Agreement • April 29th, 1998 • Factual Data Corp • Services-computer processing & data preparation
1 EXHIBIT 10.6I PURCHASE AGREEMENT BY AND BETWEEN LANDMARK FINANCIAL SERVICES, INC.Purchase Agreement • April 9th, 1998 • Factual Data Corp • Services-computer processing & data preparation • Texas
EXHIBIT 10.6G FLOOD ZONE DETERMINATION AGREEMENT This Agreement is made and entered into this ____ day of ______________ 1996 by and between Factual Data Corp, 3665 JFK Parkway, Building 1, Fort Collins, Colorado 80527 ("FD"), and GE Capital...Determination Agreement • February 27th, 1998 • Factual Data Corp • Colorado
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT is signed as of the 1st day of July, 1997, by and between Factual Data Corp., a Colorado corporation (hereinafter referred to as "FDC"), and Marcia R. Donnan (hereinafter referred to as "Donnan")....Employment Agreement • February 27th, 1998 • Factual Data Corp
RESELLER SERVICE AGREEMENTReseller Service Agreement • April 16th, 2002 • Factual Data Corp • Services-computer processing & data preparation • Illinois
OFFICE LEASE BETWEEN FDC OFFICE I, LLC, A COLORADO LIMITED LIABILITY COMPANY (AS LANDLORD) AND LENDERS RESOURCE INCORPORATED A COLORADO CORPORATION (AS TENANT)Office Lease • February 27th, 1998 • Factual Data Corp • Colorado
CONFIDENTIALCredit Reporting Company Agreement • April 16th, 2002 • Factual Data Corp • Services-computer processing & data preparation
SUPPLEMENT AGREEMENT TO AGREEMENT FOR SERVICESupplement Agreement • February 27th, 1998 • Factual Data Corp
AGREEMENT TO SET EXCHANGE RATIOAgreement • August 19th, 2003 • Factual Data Corp • Services-computer processing & data preparation
This AGREEMENT TO SET EXCHANGE RATIO (the “Exchange Ratio Agreement”) is made and entered on August 18, 2003, by and between Kroll Inc., a Delaware corporation (“Acquiror”) and Factual Data Corp., a Colorado corporation (“Target”).
RECITALNote • April 26th, 2002 • Factual Data Corp • Services-computer processing & data preparation
ARTICLE 1 TERMReseller Services Agreement • April 16th, 2002 • Factual Data Corp • Services-computer processing & data preparation • California
CREDIT REPORTING SERVICE AGREEMENT ATTACHMENT C (RESELLER) TRW This Credit Reporting Services Agreement (this "Agreement") is dated as of, April 1992, and is between Mortgage Processor ("Subscriber / Reseller"), a Factual Data and TRW INC ("TRW"), an...Credit Reporting Service Agreement • February 27th, 1998 • Factual Data Corp • Ohio
