2nd Amendment to Agreement and Plan of Merger



Exhibit 10.8 
 
US SEARCH.COM INC. 
 
SECOND AMENDMENT 
 
TO 
 
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 
 
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001 (this
“Amendment”) is entered into as of January 21, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”),
and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”). 
 
R E C I T A L S 
 
WHEREAS, Professional Resource Screening, Inc., a California corporation, merged with and into US SEARCH Screening Services, Inc., a
Delaware corporation, which is therefore the successor in interest to Professional Resource Screening, Inc., a California corporation; 
 
WHEREAS, US SEARCH Screening Services, Inc., a Delaware corporation, changed its name to Professional Resource Screening, Inc.;

 
WHEREAS, the parties to this Amendment are
parties to that certain Agreement and Plan of Merger, dated as of December 28, 2001 (the “Agreement”); 
 
WHEREAS, on December 26, 2002, Company sent the Shareholders a Balance Sheet Adjustment Demand as that term is defined in the Agreement;

 
WHEREAS, on or about January 3, 2003, Company,
PRSI and Shareholders entered into a “First Amendment to Agreement and Plan of Merger dated as of December 28, 2001” (the “First Amendment”) to modify the language in Section 3.3(c) of the Agreement; and 
 
WHEREAS, in connection with the Balance Sheet Adjustment
Demand, the parties hereto desire to amend the Agreement, as modified by the First Amendment, as provided below. 
 
A M E N D M E N T 
 
NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby
amended as set forth below. 
 
1. References in the
Agreement to “this Agreement” shall be deemed to be references to the Agreement as amended hereby. 







 
2. Capitalized
terms that are not specifically defined in this Amendment shall have the same definition as in the Agreement. 
 
3. In the third sentence of Section 3.3(c) of the Agreement the words “on or before January 22, 2003” are hereby omitted and
replaced with the words “on or before February 28, 2003”. 
 
 
Except as amended hereby the provisions of the Agreement shall remain unchanged and in full force and effect. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of California. 
 
[Signature Page Follows] 
 
 

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IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the date first set forth above. 
 

	 US SEARCH.COM, INC.

	
	 By:
	 	 /s/    BRENT N.
COHEN      


	 Name:
	 	 Brent N. Cohen

	 Title:
	 	 Chief Executive Officer



 

	 PROFESSIONAL RESOURCE SCREENING, INC.

	
	 By:
	 	 /s/    IRWIN R.
PEARLSTEIN      


	 Name:
	 	 Irwin R. Pearlstein

	 Title:
	 	 President



 

	 SHAREHOLDERS

	
	 /s/    IRWIN R.
PEARLSTEIN

 Name: Irwin R.
Pearlstein

	
	 /s/    DAVID PEARLSTEIN

 Name: David Pearlstein

	
	 /s/    CHERYL
PEARLSTEIN-ENOS

 Name:
Cheryl Pearlstein-Enos



 

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