AUTOMOTIVE.COM, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • November 21st, 2005 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
This Stockholders Agreement (“Agreement”), by and among PRIMEDIA Inc., a Delaware corporation (“Primedia”), Automotive.com, Inc., a Delaware corporation (the “Company”), each holder of common stock, par value $0.001 per share, of the Company (the “Common Stock”) listed under the heading “Original Stockholder” on Schedule A (each an “Original Stockholder,” and collectively, the “Original Stockholders”), each holder of options to purchase Common Stock listed under the heading “Optionholder” on Schedule A (each an “Optionholder,” and collectively, the “Optionholders”) and each Person who, after the date hereof, acquires shares of and joins in and becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page to this Agreement is entered into as of the 15th day of November, 2005.
CONTRIBUTION AGREEMENT By and Between PRIMEDIA, INC., INTELLICHOICE, INC., PRIMEDIA SPECIALTY GROUP INC., MCMULLEN ARGUS PUBLISHING INC. and AUTOMOTIVE.COM, INC. Dated as of November 15, 2005Contribution Agreement • November 21st, 2005 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of November 15, 2005, by and between PRIMEDIA, INC., a Delaware corporation (“Primedia”), INTELLICHOICE, INC., a California corporation (“IntelliChoice”), PRIMEDIA SPECIALTY GROUP INC., a Delaware corporation (“Primedia Specialty”), MCMULLEN ARGUS PUBLISHING INC., a Delaware corporation (“McMullen,” and together with Primedia, IntelliChoice and Primedia Specialty, “Transferor”), and AUTOMOTIVE.COM, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 21st, 2005 • Primedia Inc • Periodicals: publishing or publishing & printing • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 15, 2005 (the “Closing Date”), between PRIMEDIA Inc., a Delaware corporation (“Purchaser”), Automotive.com, Inc., a Delaware corporation (the “Company”), and the stockholders set forth on Schedule A to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
