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Exhibit 10.9  


 
 

MANAGEMENT STOCKHOLDER'S AGREEMENT    
    


        This Management Stockholder's Agreement (this "Agreement") is entered into as of April 12, 2005, between
Buyside Realty, Inc., a Delaware corporation (the "Company") and Stephen R. Otis (the
"Stockholder"). 


 
 

RECITALS    
    


        A.    As
of the date hereof, the Company is issuing shares (the "Restricted Shares") of its common stock to Stockholder as a
restricted stock award pursuant to the BuySide Realty, Inc. 2005 Equity Incentive Plan and the Restricted Stock Award Agreement (the "Restricted Stock Award
Agreement") of even date herewith between the Company and the Stockholder. 



        C.    The
Company would not be willing to make such restricted stock award unless Stockholder agreed to the terms and conditions of this Agreement. Stockholder is entering into
this Agreement in order to induce the Company to make such restricted stock award. 


 
 

AGREEMENT    
    


        NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


        1.    Definitions.    



        "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 


        "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 


        "Affiliate" of a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is common control with, the specified person. 


        "AFJ" means AFJ Capital, LLC, an Illinois limited liability company. 


        "Agreement" shall have the meaning set forth in the introductory paragraph. 


        "Board" means the board of directors of the Company. 


        "Change in Control" means a bona fide Transfer or series of related Transfers of
(i) Shares to any person or Group that is not an Affiliate of the Company in which, or as a result of which, such person or Group obtains (A) the right to directly or indirectly elect a
majority of the Board or (B) a majority of the Shares outstanding at such time or (ii) all or substantially all of the assets of the Company to any person or Group that is not an
Affiliate of the Company. 


        "Company" shall have the meaning set forth in the introductory paragraph. 


        "Fully Diluted Basis" means assuming (i) the exercise of all options, warrants and rights to acquire Shares, and (ii) the
conversion or exchange of all securities convertible into or exchangeable for Shares, in each case whether or not then vested or exercisable. 


        "Group" means any syndicate or group that would be considered a "person" for purposes of  Section 13(d) of the 1934 Act. 


        "Holder" means any holder of any Stock at any time. 


        "Initial Public Offering" means the consummation of the first Public Offering. 


        "Option" means an option to purchase Shares. 










        "Permitted Transfer" means any Transfer to any member of the Stockholder Family Group in accordance with Section 3(c). 



        "Plan" means the Buyside Realty, Inc. 2005 Equity Incentive Plan adopted by the Board, as amended, modified, restated or
supplemented from time to time. 


        "Public Offering" means the sale of common stock for cash by the Company or by one or more stockholders, in an underwritten public
offering registered under the 1933 Act. 


        "Restricted Stock Agreement" means the Restricted Stock Award Agreement of even date herewith between the Company and the Stockholder. 



        "Rule 144" means Rule 144 promulgated under the 1933 Act. 


        "Shares" means shares of common stock of the Company, par value $.001 per share, 


        "Special Transfer" means a Transfer pursuant to Sections 6, 7 or 8, or a Transfer in a Public Offering. 


        "Stock" means (i) the Restricted Shares being acquired by the Stockholder as of the date hereof; (ii) any and all other
Shares acquired at any time and from time to time by the Stockholder in any manner (including as a restricted stock award or upon exercise of any stock option issued thereunder); and (iii) any
and all shares of common stock or other equity securities issued or issuable from time to time with respect to securities described in clauses (i) and (ii) of this definition. Any Shares
that are sold in a Special Transfer shall not be treated as "Stock" after such being sold in such Special Transfer. 


        "Stockholder" shall have the meaning set forth in the introductory paragraph. 


        "Stockholder Family Group" means: (i) the Stockholder; (ii) the Stockholder's spouse, descendants (natural and adoptive),
and parents; (iii) any partnership, limited partnership, limited liability company, corporation or other entity owned, directly or indirectly, entirely by persons described in the preceding
clauses of this definition; or (iv) any trust exclusively for the benefit of persons described in the preceding sentences of this definition (except for contingent beneficiaries who could
receive any distributions from the trust only if none of the persons described in clauses (i) and (ii) of this definition were then living). 


        "Transfer" means to sell, offer, transfer, assign, grant a security interest in, pledge, hypothecate or otherwise dispose of any Stock in
any manner (whether voluntarily or involuntarily, including in connection with death or divorce). 


        2.    Issuance of Shares.    


        (a)   On
the date hereof, the Stockholder is acquiring the Restricted Shares pursuant to the Restricted Stock Agreement and the Plan. 


        3.    Restrictions on Transfer of Stock.    



        (a)   No
Holder shall, directly or indirectly, Transfer any Stock in a manner that violates the provisions of this Agreement or any applicable federal or state securities
laws. Any Transfer of shares of Stock in violation of this Agreement shall be void and of no effect for all purposes. 


        (b)   Except
for a Special Transfer, no Holder shall directly or indirectly Transfer any shares of Stock: (i) without the prior written consent of the Board prior to
the second anniversary of the date hereof; or (ii) to a competitor of the Company. The Board's good faith, reasonable determination of whether a person is a competitor of the Company shall be
binding and conclusive. Except for a Special Transfer, no Holder shall Transfer any shares of Stock if such Transfer would require the Company to register any class of its securities under the 1934
Act. 


        (c)   Subject
to Sections 3(a), 3(b) and 3(d), a Holder shall be permitted to Transfer any of such Holder's shares of Stock to any member of the Stockholder Family Group
without compliance with Section 5. 










        (d)   Except
for a Transfer under Sections 6 or 7, or a public sale permitted under Section 8 after an Initial Public Offering, no Holder shall Transfer any shares of
Stock unless, on or prior to such Transfer: (i) the transferee executes and delivers to the Company a Joinder substantially in the form attached hereto as  Exhibit A and becomes bound by all
the terms of this Agreement; (ii) if the transferee is married, the transferee's spouse executes and
delivers a Consent of Spouse substantially in the form attached hereto as Exhibit B and (iii) the transferor furnishes to the Company an
opinion of counsel (in form and substance reasonably satisfactory to the Company) that such Transfer may be made without registration under the 1933 Act and applicable state securities laws. 



        (e)   In
addition to any other legends that the Company determines are advisable or necessary, all certificates representing shares of Stock shall bear a legend substantially
in the form set forth below: 




NOTICE
IS HEREBY GIVEN THAT the securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United
States or any non-U.S. jurisdiction. The securities cannot be offered, sold, transferred or otherwise disposed of except (i) pursuant to an effective registration statement or
amendment thereto under such Act and any other applicable laws or (ii) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such Act and such
other applicable laws. The sale, transfer or other disposition of the securities represented by this certificate and certain other rights and obligations of the holder of this certificate are also
subject to (i) the Restricted Stock Award Agreement, dated as of April 12, 2005 between BuySide Realty, Inc. (the "Company") and
the stockholder in whose name this certificate is issued (the "Stockholder"); (ii) the Management Stockholder's Agreement dated as of
April 12, 2005 between the Company and the Stockholder; and (iii) the BuySide Realty, Inc. 2005 Equity Incentive Plan (copies of each of which are available for review at the
principal office of the Company). The Company reserves the right to refuse the transfer of such securities until all terms and conditions have been fulfilled with respect to such transfer as set forth
in such agreements and such Plan. 





        4.    Stockholder's Representations, Warranties and Agreements.    


        (a)   The
Stockholder acknowledges that he has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates
representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on Transfer and appropriate stop transfer
restrictions will be issued with respect to the Stock. 


        (b)   The
Stockholder agrees that if any shares of the Stock are to be Transferred in accordance with Rule 144 or otherwise, the Stockholder shall promptly notify the
Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such
Transfer and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC. 



        (c)   The
Stockholder represents and warrants that (i) he has received and reviewed the available information relating to the Stock, and (ii) he has been given
the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which he
deems necessary to evaluate the merits and risks related to his investment in the Stock and to verify the information he has received. 


        (d)   The
Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an
indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock,
(iii) he understands all of the risk factors related to his investment in the Stock and (iv) his knowledge and experience in financial and business matters are such that he is capable of
evaluating the merits and risks of his investment in the Stock. 










        (e)   To
the extent not inconsistent with applicable law, the Stockholder agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the period of 180 days (or such longer
period as requested by the lead underwriter for the Public Offering in question, if such longer period also applies to Shares held by AFJ) after the effective date of any registration under the 1933
Act for a Public Offering. 


        (f)    The
Stockholder agrees that he will vote to effect a stock split (forward or reverse, as the case may be) with respect to any Shares in connection with any Public
Offering, if the managing underwriter shall advise the Company in writing (or, in connection with an offering that is not underwritten, if an investment banking firm of nationally recognized standing
shall advise the Company in writing) that in their or its opinion such a stock split would facilitate or increase the likelihood of success of the offering. The Stockholder agrees that any number of
Shares referred to in this Agreement shall be equitably adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or similar transaction. 


        5.    Right of First Refusal.    


        (a)   Except
for Transfers pursuant to Sections 6 or 7 or Permitted Transfers, at any time prior to an Initial Public Offering, if any Holder (the
"Offeree") receives a bona fide offer (a "Transfer Offer") to purchase any or all shares of his Stock
(the "Transfer Securities") from any person (the "Offeror") which the Offeree wishes to accept, the
Offeree shall cause the Transfer Offer to be reduced to writing and shall provide a written notice (the "Transfer Notice") of such Transfer Offer to the
Company. The Transfer Notice shall contain an irrevocable offer to sell the Transfer Securities to the Company (in the manner set forth below) at a price equal to the price contained in, and upon the
same terms and conditions as the terms and conditions contained in, the Transfer Offer and shall be accompanied by a true and complete copy of the Transfer Offer (which shall identify the Offeror, the
Transfer Securities, the price contained in the Transfer Offer and other material terms and conditions of the Transfer Offer). 


        (b)   Within
15 days after receiving the Transfer Notice, the Company shall inform the Offeree in writing whether or not it intends to exercise its right to purchase
all (but not less than all) of the Transfer Securities covered by the Transfer Offer either (i) for the same consideration and on the same terms and conditions as the Transfer Offer or
(ii) if the Transfer Offer includes any consideration other than cash, then, at the sole option of the Company, at the equivalent all-cash price, determined in good faith by a
majority of the members of the Board. If the Company elects to accept such offer, on or prior to the 30th day after the date of receipt by the Company of the Transfer Notice, the Company will deliver
to the Offeree a written agreement in the form included in the Transfer Offer, if the Transfer Offer included such written agreement (except that such agreement shall omit all representations and
warranties relating to the Offeree except for its title to the Transfer Securities and its authority to Transfer such Transfer Securities), and shall pay the relevant cash consideration by delivering
a certified bank check or checks (or, if the Offeree so elects at least three business days prior to the closing date in writing specifying the Offeree's bank account and other wire Transfer
instructions, by wire Transfer) and shall deliver the relevant non-cash consideration to the Offeree, in each case against delivery of certificates or other instruments representing the
Transfer Securities so purchased, appropriately endorsed by the Offeree. If at the end of such 15-day period, the Company has not delivered written notice of exercise of its right to
purchase the Transfer Securities pursuant to this Section 5, or if at the end of such 30-day period, the Company has not tendered the purchase price for such securities in the
manner set forth above, the Offeree shall be free for a period of 90 days from the end of such 15- or 30-day period, as applicable, to Transfer not less than all of the
Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice (including the execution and delivery of any written agreement in the form included in the Transfer
Offer). At or prior to the time of such Transfer, the Offeror shall execute and deliver to the Company a Joinder in the form attached hereto as  Exhibit A. Promptly after such sale, the Offeree
shall notify the Company of the consummation thereof and shall furnish such evidence of the
completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If for any 










reason
the Offeree does not sell the Transfer Securities to the Offeror on the terms and conditions set forth in the Transfer Notice, or if any Offeree wishes to sell the Transfer Securities on terms
other than those set forth in the Transfer Notice, the provisions of this Section 5 shall again be applicable to the Transfer Securities. 



        (c)   The
closing of the purchase of the Transfer Securities by the Company upon exercise of its right of first refusal shall be no later than the last day of the
30-day period after the receipt of the Transfer Notice. 


        (d)   This
Section 5 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering. 


        6.    Tag-Along Rights.    If any one or more stockholders of the Company, individually or in a Group
(individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control involving a sale of Shares (other than any sale to an
Affiliate of such Selling Holder), the Stockholder shall have the right (a "Tag-Along Right") to participate in such transaction on the same
material terms and conditions as the Selling Holder by including in such transaction the same percentage of the Stockholder's Shares (determined on a Fully Diluted Basis) as the percentage of Shares
being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows: 



        (a)   The
Company shall deliver to the Stockholder at least 14 days prior to consummating such Change of Control a written notice (a
"Tag-Along Notice") of such transaction; provided, however, that (i) if
14 days' prior notice is not practicable, the Tag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) the Stockholder shall keep
any information regarding the proposed transaction strictly confidential. 


        (b)   If
the Stockholder desires to participate in such transaction, the Stockholder must deliver to the Selling Holder, within 7 days of receiving a
Tag-Along Rights Notice, written notice (a "Participation Notice") of the Stockholder's desire to participate in such transaction. If the
Stockholder does not deliver to the Selling Holder a Participation Notice with respect to such Tag-Along Right within the applicable time period, the Stockholder shall be treated as having
waived his right to participate in such transaction. The Participation Notice shall constitute an irrevocable commitment by the Stockholder to participate in the transaction on the terms contained in
the Tag-Along Rights Notice 


        (c)   The
Stockholder shall cooperate in such transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock Transfer
documentation), as the Selling Holder may reasonably request in order to consummate the transaction. The Stockholder shall, if provided an opportunity to do so, consent to and vote in favor of the
Change of Control. 


        (d)   Each
of the Selling Holders and any other party to any such transaction shall have the right, in its sole discretion, at all times prior to consummation of such
transaction to abandon, rescind, annul, withdraw or otherwise terminate such transaction whereupon all Tag-Along Rights in respect of such transaction pursuant to this Section 6
shall become null and void, and neither the Selling Holder nor any other such party shall have any liability or obligation to the Stockholder with respect
thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or to consummate, any Change in Control or other transaction. 


        (e)   This
Section 6 shall terminate immediately after the consummation of a Change of Control or an Initial Public Offering. 




        7.    Drag-Along Rights.    In the event that any one or more stockholders of the Company, individually or
in a Group (individually and collectively, as applicable, the "Selling Holder") engage in a Change in Control (other than any sale to an Affiliate of
such Selling Holder), the Selling Holder shall have the right (a "Drag-Along Right") to require each other Holder
("Other Holder") to participate in such transaction on the same material terms as the Selling Holder by including in such transaction the same
percentage of the Shares held by such Other Holder (determined on a Fully 








Diluted
Basis) as the percentage of Shares being sold by the Selling Holder in such Change of Control (determined on a Fully Diluted Basis), as follows: 



        (a)   The
Selling Holder shall deliver to the Company a written notice (a "Drag-Along Notice") of the Selling
Holder's exercise of its Drag-Along Right in such transaction at least 14 days prior to consummating the Change of Control transaction, and the Company shall promptly deliver such
Drag-Along Notice to such Other Holder; provided, however, that (i) if 14 days' prior notice is not practicable, the
Drag-Along Notice shall be given as many days prior to such transaction as is practicable; and (ii) such Other Holder shall keep any information regarding the proposed transaction
strictly confidential. 


        (b)   In
the case of Options held by such Other Holder, the purchase price for any Options in connection with the exercise of a Drag-Along Right shall be equal to
the purchase price stated in the Drag-Along Notice attributable to the number of Shares issuable upon the exercise of such Option (without regard to whether or not such Options would
otherwise be exercisable) less the exercise price thereof. 


        (c)   Each
Holder shall cooperate in the Change of Control transaction by providing the Selling Holder all materials (including executed purchase and sale agreements and stock
Transfer documentation), as the Selling Holder may reasonably request. Each Holder shall, if provided an opportunity to do so, consent to and vote in favor of the Change of Control. 


        (d)   The
Selling Holder shall have the right, in its sole discretion, at all times prior to consummation of the transaction to abandon, rescind, annul, withdraw or otherwise
terminate such transaction, and the
Selling Holder shall not have any liability or obligation to the Stockholder with respect thereto. Nothing herein shall be construed to obligate the Selling Holder to accept any offer or terms for, or
to consummate, any Change in Control or other transaction. 


        (e)   The
Stockholder agrees that any holder(s) of Company capital stock engaging in a Change in Control shall have the right to enforce the Drag-Along Right under
this Section 7 against the Stockholder with respect to any Change in Control as if such holder(s) were a party hereto. 


        (f)    This
Section 7 shall terminate immediately after the consummation of a Change of Control. 




        8.    Transfer After an IPO.    For a period of five years after the Initial Public Offering, no Stock may be
Transferred if, immediately following such Transfer, the percentage of the Stockholder's Stock sold by the Stockholder in or after the IPO (including in the Transfer in question) would exceed the
percentage of AFJ's Shares sold by AFJ in or after the IPO. For purposes of the preceding sentence: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) the
percentage sold by a person shall be measured against the number of Shares held by such person as of immediately prior to the IPO (for example, if the Stockholder owned 100 shares immediately prior to
the IPO, and then sold no shares in the IPO and 5 shares after the IPO, the percentage of shares sold by the Stockholder in or after the IPO would be 5%); (iii) an equitable adjustment shall be
made for any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iv) the percentages in each
case shall be calculated on a Fully Diluted Basis. AFJ shall have the right to enforce this Section 8 against the Stockholder as if AFJ were a party hereto. 


        9.    After-Acquired Shares.    



        (a)   For
greater certainty, if any shares of common stock or other equity securities are issued or issuable from time to time with respect to any Shares of Stock, such
securities shall constitute Stock that is subject to this Agreement. 


        (b)   For
greater certainty, this Agreement shall continue to apply to shares of Stock after such shares have been Transferred, except that this Agreement shall not apply to
any Shares sold pursuant to Sections 6 or 7 or in a public sale in accordance with Section 8 after an Initial Public Offering. 










        10.    Employment by the Company.    Nothing contained in this Agreement or in any other agreement entered into by the
Company and the Stockholder contemporaneously with the execution of this Agreement (i) obligates the Company or any subsidiary of the Company to employ the Stockholder in any capacity
whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment of the Stockholder at any time or for any reason whatsoever, with or without
cause, and the Stockholder hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to the Stockholder concerning the
Stockholder's employment or continued employment by the Company or any subsidiary of the Company. 



        11.    Termination.    This Agreement shall terminate upon the earliest to occur of: 



        (a)   immediately
after the consummation of a Change of Control; 


        (b)   five
years after the consummation of an Initial Public Offering; or 


        (c)   upon
mutual agreement of the Company and Holders holding a majority of the then outstanding shares of Stock subject to the provisions of this Agreement. 




        Nothing
in this Section 11 shall prevent Sections 5, 6 or 7 from terminating in accordance with their respective terms at any earlier time. 


        12.    Counterparts.    This Agreement may be executed in two or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when such counterparts have been signed by each of the parties and delivered to the other parties. Copies of executed counterparts transmitted by
telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section. 



        13.    Governing Law.    This Agreement shall be governed by the substantive law of the State of Illinois, without
application of any conflict of laws principle that would require the application of the law of any other jurisdiction. 


        14.    Entire Agreement.    This Agreement, the Restricted Stock Agreement and the Plan contain the entire agreement
between the parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the parties other than those set forth or referred to
herein. Except as otherwise expressly provided herein (including in Sections 6(e) and 7(f)), this Agreement is not intended to confer upon any person not a party hereto any rights or remedies
hereunder. 


        15.    Notices.    All notices, requests, demands or other communications required by or otherwise with respect to
this Agreement shall be in writing and shall be treated as having been duly given to any party when delivered by hand, by messenger, or by a nationally-recognized overnight delivery company, when sent
by telecopy and confirmed by return telecopy, or three days after being deposited in first-class mail, postage prepaid and return receipt requested, in each case to the applicable addresses set forth
below (or such other addresses as a party may designate by written notice to each other party). 


        Notices
to the Company shall be addressed to: 



BuySide
Realty, Inc.

980 N. Michigan Ave., Suite 1800

Chicago, IL 60611

Attention: Joseph Fox and Avi Fox 




        Notices
to the Stockholder shall be addressed to him at the address set forth below under his signature. 



        16.    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. 


        17.    Headings.    The section, article and other headings contained in this Agreement are inserted for convenience
of reference only and will not affect the meaning or interpretation of this Agreement 










        18.    Amendments and Waivers.    This Agreement may not be modified or amended except by an instrument or instruments
in writing signed by the Company and Holders of a majority of the shares of Stock subject to this Agreement. The waiver by any party of a breach of any term or provision hereof shall not be construed
as a waiver of any subsequent breach. 


        19.    Interpretation.    


        (a)   For
the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other
gender as the context requires, (ii) the terms "hereof," "herein," and "herewith" and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section and paragraph references are to the Articles, Sections and paragraphs to this Agreement unless otherwise specified, (iii) the word "including"
and words of similar import when used in this Agreement means "including, without limitation"; (iv) the word "or" shall not be exclusive, (v) "person" means any individual, corporation,
partnership, limited liability company, trust, estate, governmental authority or entity of any kind; and (vi) any reference to any statute or regulation is intended to refer to such statute or
regulation as amended from time to time, including any successor statute or regulation. 



        (b)   This
Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting it (or causing it to be drafted). 


        20.    Severability.    Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of
such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. 


        21.    Further Assurances.    The parties agree that, from time to time, each of them will, and will cause their
respective Affiliates to, execute and deliver such further instruments and take such other action as may be necessary to carry out the purposes and intents hereof. 


        22.    Taxes.    The Company shall have the right to deduct from any cash payment made by the Company under this
Agreement any federal, state or local income or other taxes required by law to be withheld with respect to such payment. 








        IN
WITNESS WHEREOF, the parties have executed this Management Stockholder's Agreement as of the date first above written. 



	 	 	COMPANY:
	

 	
 	

BuySide Realty, Inc.
	

 	
 	

By:	
 	

/s/ Joseph Fox

	 	 	Name: Joseph Fox
	 	 	Title: Co-Chief Executive
	

 	
 	
STOCKHOLDER:
	

 	
 	

/s/ Stephen R. Otis
 Name: Stephen R. Otis
	

 	
 	
STOCKHOLDER'S ADDRESS:
	

 	
 	

1181 Wade St.

Highland Park, IL 60035











Exhibit A  


 
 

Form of Joinder    
    


        For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees to be bound by the Management
Stockholder Agreement (the "Stockholder Agreement") dated as of April 12, 2005 between BuySide Realty, Inc., a Delaware corporation and
Stephen R. Otis, as amended from time to time. The undersigned acknowledges and agrees that: (i) the shares of common stock of the Company being transferred to the undersigned are (and will be
when held by the undersigned) shares of "Stock" for purposes of the Stockholder's Agreement, and (ii) that the undersigned will become upon such transfer (or is already) a "Holder" for purposes
of the Stockholder's Agreement. The undersigned acknowledges that such transfer would not be permitted under the Stockholder's Agreement in the absence of this Joinder, and is executing this Joinder
in order to enable such transfer to occur. 


        IN
WITNESS WHEREOF, the undersigned has caused this Joinder to be duly executed and delivered as of                        .




	 	 	By:	 	          
 [Name of purchaser/Transferee]











Exhibit B  


 
 

Form of Consent of Spouse    
    


        Reference is made to the Management Stockholder's Agreement (the "Stockholder's Agreement"), dated as of
April 12, 2005, between BuySide Realty, Inc., a Delaware corporation (the "Company") and Stephen R. Otis (the
"Stockholder"), as the same may be subsequently modified, supplemented or amended in accordance with its terms. Capitalized terms used but not otherwise
defined herein will have the meanings set forth in the Stockholder's Agreement. 


        The
undersigned is the spouse of the Stockholder and hereby acknowledges that the undersigned has read the Stockholder's Agreement and knows its content. The undersigned hereby agrees
that: (i) any Stock as defined in such agreement (including without limitation any shares of common stock of the Company) that are held at any time by the undersigned's spouse or such spouse's
transferees shall be subject to the Stockholder's Agreement; and (ii) the undersigned's interest, if any (including any community property interest) in such Stock shall be subject to the
Stockholder's Agreement. The undersigned is aware that the Stockholder's Agreement: (i) imposes certain restrictions on the transfer of such Stock, and (ii) requires such Stock to be
sold under certain circumstances. The undersigned hereby consents to such restrictions and such sales, and approves the provisions of the Stockholder's Agreement. The undersigned hereby agrees that
(i) the undersigned shall take no action at any time to hinder operation of the Stockholder's Agreement on such Stock (or the undersigned's interest, if any, in them), and (ii) the
undersigned will take any further action that is necessary (in the Company's reasonable determination) to effectuate the provisions of the Stockholder's Agreement. The undersigned acknowledges that
the Company would not be willing to enter into the Stockholder's Agreement in the absence of this Consent of Spouse, and is signing this Consent of Spouse in order to induce the Company to do so. 



	 	 	          
 Name:











 
 

FIRST AMENDMENT
  TO
  MANAGEMENT STOCKHOLDER'S AGREEMENT    
    



        This First Amendment to Management Stockholder's Agreement (this "Amendment") is entered into as of
April 22, 2005, between Buyside Realty, Inc., a Delaware corporation (the "Company") and Stephen R. Otis (the
"Stockholder"). 


 
 

RECITALS    
    



        A.    As
of April 12, 2005, the Company and Stockholder entered into a Management Stockholder's Agreement (the "Stockholder
Agreement"). 


        B.    The
Company and Stockholder desire to amend the Stockholder Agreement on the terms set forth below. 


 
 

AGREEMENT    
    


        NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 



        1.     The
Stockholder's Agreement is hereby amended as follows: 



        (a)   the
phrase "For a period of five years" in the first sentence of Section 8 is deleted and the phrase "For a period of thirty months" is inserted in its stead; 


        (b)   the
phrase "five years after the consummation of an Initial Public Offering" in Section 11(b) is deleted and the phrase "thirty months after the consummation of
an Initial Public Offering" is inserted in its stead; 


        (c)   the
word "or" at the end of Section 11(b) is deleted, Section 11(c) is renumbered as Section 11(d), and a new Section 11(c) is inserted as
follows: 




"(c)
upon written notice given by the Company to the Holders at any time on or after an Initial Public Offering; or" 





        (d)   after
the words "Initial Public Offering" in the definition of same in Section 1, the words "or "IPO""are
inserted. 




        2.     The
Company and Stockholder hereby ratify and confirm the Stockholder's Agreement, as so amended, in all respects. 








        IN
WITNESS WHEREOF, the parties have executed this First Amendment to Management Stockholder's Agreement as of the date first above written. 



	 	 	COMPANY:
	

 	
 	

BuySide Realty, Inc.
	

 	
 	

By:	
 	

/s/ Joseph Fox

	 	 	Name: Joseph Fox
	 	 	Title: Co-Chief Executive
	

 	
 	
STOCKHOLDER: 
	

 	
 	

/s/ Stephen R. Otis
 Name: Stephen R. Otis











 
 

SECOND AMENDMENT
  TO
  MANAGEMENT STOCKHOLDER'S AGREEMENT    
    



        This Second Amendment to Management Stockholder's Agreement (this "Amendment") is entered into as of
October 17, 2005, between Buyside, Inc., a Delaware corporation (the "Company") and Stephen R. Otis (the
"Stockholder"). 


 
 

RECITALS    
    


        A.    The
Company and Stockholder are parties to a Management Stockholder's Agreement, dated as of April 12, 2005, as amended by a First Amendment dated as of
April 22, 2005 (as so amended, the "Stockholder Agreement"). 


        B.    The
Company and Stockholder desire to amend the Stockholder Agreement on the terms set forth below. 


 
 

AGREEMENT    
    


        NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 



        1.     The
Stockholder's Agreement is hereby amended as follows: 



        (a)   Section 3(c)
is deleted and the following inserted in its stead: 




"(c)
Subject to Sections 3(a), 3(b) and 3(d), a Holder shall be permitted to Transfer any of such Holder's shares of Stock to any member of the Stockholder Family Group without compliance with
Sections 5 and 8." 





        (b)   Section 8
is deleted and the following is inserted in its stead: 




"Transfer After an IPO. During the period starting on the IPO and ending on the first anniversary of the IPO, any Transfer of Stock by the Stockholder
is prohibited to the extent that, immediately following such Transfer, the percentage of the Stockholder's Stock Transferred by the Stockholder in or after the IPO (including in such Transfer) would
exceed two times the AFJ Percentage (determined as of immediately after such Transfer). During the period starting on the day after the first anniversary of the IPO and ending on the second
anniversary of the IPO, any Transfer of Stock by the Stockholder is prohibited to the extent that, immediately following such Transfer, the percentage of the Stockholder's Stock Transferred by the
Stockholder in or after the IPO (including in such Transfer) would exceed three times the AFJ Percentage (determined as of immediately after such Transfer). During the period starting on the day after
the second anniversary of the IPO and ending 30 months after the IPO, any Transfer of Stock by the Stockholder is prohibited to the extent that, immediately following such Transfer, the
percentage of the Stockholder's Stock Transferred by the Stockholder in or after the IPO (including in such Transfer) would exceed four times the AFJ Percentage (determined as of immediately after
such Transfer). "AFJ Percentage", as of any specified time, means the percentage of AFJ's Shares sold by AFJ in or after the IPO up to and including
such specified time. For purposes of this Section 8: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) an equitable adjustment shall be made for
any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iii) the percentage sold by a person
(including the AFJ Percentage, in the case of AFJ) shall be calculated by dividing (A) the total number of Shares sold by such person in or after the IPO (determined on a Fully Diluted Basis)
by (B) the number of Shares held by such person as of immediately prior to the IPO (determined on a Fully Diluted Basis). For example, if the Stockholder owned (immediately prior to the IPO) 50
shares outright and unexpired options for 50 













shares
(regardless of whether such options were vested), sold no shares in the IPO, and sold 5 shares after the IPO, then, as of the time of such sale of 5 shares, the percentage of shares sold by the
Stockholder in or after the IPO would be 5%. AFJ shall have the right to enforce this Section 8 against the Stockholder as if AFJ were a party hereto." 






        2.     The
Company and Stockholder hereby ratify and confirm the Stockholder's Agreement, as so amended, in all respects. 









        IN
WITNESS WHEREOF, the parties have executed this Second Amendment to Management Stockholder's Agreement as of the date first above written. 



	 	 	COMPANY:
	

 	
 	

BuySide, Inc.
	

 	
 	

By:	
 	

/s/ Joseph Barr

	 	 	Name: Joseph Barr
	 	 	Title: President
	

 	
 	
STOCKHOLDER:
	

 	
 	

/s/ Stephen R. Otis
 Name: Stephen R. Otis













QuickLinks


MANAGEMENT STOCKHOLDER'S AGREEMENT

RECITALS

AGREEMENT



Form of Joinder


Form of Consent of Spouse


FIRST AMENDMENT TO MANAGEMENT STOCKHOLDER'S AGREEMENT

RECITALS

AGREEMENT


SECOND AMENDMENT TO MANAGEMENT STOCKHOLDER'S AGREEMENT

RECITALS

AGREEMENT