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Exhibit 10.3    
    


 
 

INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    


        1.    Purposes of the Plan.    The purposes of this Stock Plan are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 


        2.    Definitions.    As used herein, the following definitions shall apply: 



        (a)   "Administrator" means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof. 


        (b)   "Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or
jurisdiction where Options or Stock Purchase Rights are granted under the Plan. 


        (c)   "Board" means the Board of Directors of the Company. 


        (d)   "Code" means the Internal Revenue Code of 1986, as amended. 


        (e)   "Committee" means a committee of Directors appointed by the Board in accordance with Section 4 hereof. 


        (f)    "Common Stock" means the Common Stock of the Company. 


        (g)   "Company" means Internet Brands, Inc., a Delaware corporation. 


        (h)   "Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory
services to such entity. 


        (i)    "Director" means a member of the Board of Directors of the Company. 



        (j)    "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code. 


        (k)   "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director's fee
by the Company shall be sufficient to constitute "employment" by the Company. 


        (l)    "Exchange Act" means the Securities Exchange Act of 1934, as amended. 



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        (m)  "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



          (i)  If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 


         (ii)  If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. 




        (n)   "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code. 


        (o)   "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


        (p)   "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder. 


        (q)   "Option" means a stock option granted pursuant to the Plan. 


        (r)   "Option Agreement" means a written or electronic agreement between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 


        (s)   "Option Exchange Program" means a program whereby outstanding Options are exchanged for Options with a lower exercise
price. 


        (t)    "Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right. 


        (u)   "Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan. 


        (v)   "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


        (w)  "Plan" means this 1998 Stock Plan. 


        (x)   "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below. 


        (y)   "Section 16(b)" means Section 16(b) of the Securities Exchange Act of 1934, as amended. 


        (z)   "Service Provider" means an Employee, Director or Consultant. 


        (aa) "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 below. 


        (bb) "Stock Purchase Right" means a right to purchase Common Stock pursuant to Section 11 below. 



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        (cc) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of
the Code. 




        3.    Stock Subject to the Plan.    Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares which may be subject to option and sold under the Plan is 2,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. 



        If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan. 



        4.    Administration of the Plan.    



        (a)    Administrator.    The Plan shall be administered by the Board or a Committee appointed by the Board, which
Committee shall be constituted to comply with Applicable Laws. 


        (b)    Powers of the Administrator.    Subject to the provisions of the Plan and, in the case of a Committee, the
specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion: 



          (i)  to
determine the Fair Market Value; 


         (ii)  to
select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder; 


        (iii)  to
determine the number of Shares to be covered by each such award granted hereunder; 


        (iv)  to
approve forms of agreement for use under the Plan; 


         (v)  to
determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall
determine; 


        (vi)  to
determine whether and under what circumstances an Option may be settled in cash under subsection 9(e) instead of Common Stock; 



       (vii)  to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since
the date the Option was granted; 


      (viii)  to
initiate an Option Exchange Program; 


        (ix)  to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws; 



         (x)  to
allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock 




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Purchase
Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable; and 


        (xi)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan. 




        (c)   Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final
and binding on all Optionees. 




        5.    Eligibility.    



        (a)   Nonstatutory
Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees. 


        (b)   Each
Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans
of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 


        (c)   Neither
the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall it interfere in any way with his or her right or the Company's right to terminate such relationship at any time, with or without cause. 




        6.    Term of Plan.    The Plan shall become effective upon its adoption by the Board. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 14 of the Plan. 


        7.    Term of Option.    The term of each Option shall be stated in the Option Agreement; provided, however, that the
term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement. 


        8.    Option Exercise Price and Consideration.    



        (a)   The
per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to
the following: 



          (i)  In
the case of an Incentive Stock Option 



        (A)  granted
to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 



        (B)  granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 





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         (ii)  In
the case of a Nonstatutory Stock Option 



        (A)  granted
to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 


        (B)  granted
to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 




        (iii)  Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. 




        (b)   The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in
the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other
Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration
to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 




        9.    Exercise of Option.    



        (a)    Procedure for Exercise; Rights as a Stockholder.    Any Option granted hereunder shall be exercisable according
to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. Except in the case of Options granted to Officers, Directors and
Consultants, Options shall become exercisable at a rate of no less than 20% per year over five (5) years from the date the Options are granted. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of
the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan. 


        Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised. 


        (b)    Termination of Relationship as a Service Provider.    If an Optionee ceases to be a Service Provider, such
Optionee may exercise his or her Option within such period of time as is specified 



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in
the Option Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as
set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee's termination.
If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 



        (c)    Disability of Optionee.    If an Optionee ceases to be a Service Provider as a result of the Optionee's
Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least six (6) months) to the extent the Option is vested on the
date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the Optionee's termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. 


        (d)    Death of Optionee.    If an Optionee dies while a Service Provider, the Option may be exercised within such
period of time as is specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement) by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination. If, at the time of death, the Optionee is not vested as
to the entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan. 


        (e)    Buyout Provisions.    The Administrator may at any time offer to buy out for a payment in cash or Shares, an
Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 




        10.    Non-Transferability of Options and Stock Purchase Rights.    The Options and Stock Purchase Rights
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee. 


        11.    Stock Purchase Rights.    



        (a)    Rights to Purchase.    Stock Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and
the time within which such person must accept such offer. The terms of the offer shall comply in all respects with Section 260.140.42 of Title 10 of the California Code of Regulations. The
offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 



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        (b)    Repurchase Option.    Unless the Administrator determines otherwise, the Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's service with the Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. Except with respect to Shares purchased by Officers, Directors and Consultants, the
repurchase option shall in no case lapse at a rate of less than 20% per year over five (5) years from the date of purchase. 


        (c)    Other Provisions.    The Restricted Stock purchase agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 



        (d)    Rights as a Stockholder.    Once the Stock Purchase Right is exercised, the purchaser shall have rights
equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made
for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 




        12.    Adjustments Upon Changes in Capitalization, Merger or Asset Sale.    



        (a)    Changes in Capitalization.    Subject to any required action by the stockholders of the Company, the number of
shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no
Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of
Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an Option or Stock Purchase Right. 


        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option or Stock Purchase Right until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the
Option or Stock Purchase Right would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an
Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been
previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action. 


        (c)    Merger or Asset Sale.    In the event of a merger of the Company with or into another corporation, or the sale
of substantially all of the assets of the Company, each outstanding Option 



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and
Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to
all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph,
the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned
Stock subject to the Option or Stock Purchase Right immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or
its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received
by holders of Common Stock in the merger or sale of assets. 




        13.    Time of Granting Options and Stock Purchase Rights.    The date of grant of an Option or Stock Purchase Right
shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 


        14.    Amendment and Termination of the Plan.    



        (a)    Amendment and Termination.    The Board may at any time amend, alter, suspend or terminate the Plan. 



        (b)    Stockholder Approval.    The Board shall obtain stockholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws. 


        (c)    Effect of Amendment or Termination.    No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such
termination. 




        15.    Conditions Upon Issuance of Shares.    



        (a)    Legal Compliance.    Shares shall not be issued pursuant to the exercise of an Option unless the exercise of
such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 



        (b)    Investment Representations.    As a condition to the exercise of an Option, the Administrator may require the
person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any 



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present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 




        16.    Inability to Obtain Authority.    The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        17.    Reservation of Shares.    The Company, during the term of this Plan, shall at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 



        18.    Stockholder Approval.    The Plan shall be subject to approval by the stockholders of the Company within twelve
(12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws. 


        19.    Information to Optionees and Purchasers.    The Company shall provide to each Optionee and to each individual
who acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case
of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure their access to equivalent information. 


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INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 1 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 1 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
4,000,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 2 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 2 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
6,000,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 3 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 3 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
7,700,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted
by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 4 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 4 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
10,000,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 5 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 5 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
11,000,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 6 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 6 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
11,500,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 7 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 7 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
15,500,000. The Shares may be authorized but unissued, or reacquired Common Stock." 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted
by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.
  
    AMENDMENT NO. 8 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 8 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
16,000,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 9 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 9 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
16,350,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 10 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 10 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased by
5,000,000 Shares to 21,350,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    Non-Transferability of Options and Stock Purchase Rights.    Section 10 of the Stock Plan is
hereby amended and restated in its entirety as follows: 



"Non-Transferability of Options and Stock Purchase Rights.    The Options and Stock Purchase Rights may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will, by the laws of descent and distribution, or as permitted by Rule 701 of the Securities Act of 1933, as
amended; provided, however, that no such sale, pledge, assignment, hypothecation, transfer, or disposal may be made unless it complies with all
applicable state securities laws." 




        3.    Stock Purchase Rights.    The second sentence of Section 11(b) of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and the repurchase option shall be exercised within
ninety (90) days of termination of employment for cash or cancellation of purchase-money indebtedness of the purchaser to the Company for the Restricted Stock." 




        4.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 11 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 11 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
21,830,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 12 TO 1998 STOCK PLAN    
    


        This AMENDMENT NO. 12 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 



        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
21,910,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to
the Stock Plan shall mean the Stock Plan as amended or modified hereby. 







 
 

INTERNET BRANDS, INC.    
    
    AMENDMENT NO. 13 TO 1998 STOCK PLAN    
    



        This AMENDMENT NO. 13 (this "Amendment") amends the 1998 Stock Plan of Internet Brands, Inc. (the "Stock Plan"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Stock Plan. 


        1.    Stock Subject to the Plan.    The first paragraph of Section 3 of the Stock Plan is hereby amended and
restated in its entirety as follows: 



"Stock
Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is increased to
23,410,000. The Shares may be authorized but unissued, or reacquired Common Stock. 




        2.    No Other Changes.    Except as expressly set forth above, all of the provisions of the Stock Plan shall remain
unchanged and in full force and effect. After the later of the date this Amendment is adopted
by the Board and the date this Amendment is adopted by the stockholders of the Company, any reference to the Stock Plan shall mean the Stock Plan as amended or modified hereby. 








  



 
 

INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    
    STOCK OPTION AGREEMENT    
    



        Unless otherwise defined herein, the terms defined in the 1998 Stock Plan shall have the same defined meanings in this Stock Option Agreement. 


I.     NOTICE OF STOCK OPTION GRANT  



	Name:	 	«First» «Last»	 	 
	

Address:	
 	

 	
 	

 
	 	 	
	 	 
	

    	
 	

	
 	

 





        The
undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	Grant Number	 	«Number»
	

Date of Grant	
 	

«Option_Date»
	

Vesting Commencement Date	
 	

«Vest_Base_Date»
	

Exercise Price per Share	
 	

«Price»
	

Total Number of Shares Granted	
 	

«Shares_Granted»
	

Total Exercise Price	
 	

«Total_Price»
	

Type of Option	
 	

«Option_Type»
	

Term/Expiration Date	
 	

«Expiration_Date»






Vesting Commencement Dates and Schedules:  


        This Option shall be exercisable in whole or in part, and shall vest according to one of the following schedule, subject also to the Optionee being a Service
Provider on such dates: 



20%
of the shares shall vest immediately upon grant, 20% of the shares shall vest upon the one year anniversary of the Vesting Commencement Date, and the remaining shares shall vest on a pro rata
basis per quarter over the next 36 months. 




Termination Period:  


        If Optionee ceases to be a Service Provider without cause (the "Termination Date"), this Option shall be exercisable for the earlier to occur of (i) twelve
months after the Termination Date, (ii) 190 days after an initial public offering of the Company's common stock (the "IPO"), or (iii) if the Termination Date occurs subsequent to
the 100 day anniversary of an IPO, this Option shall be exercisable for 3 months following the Termination Date. Upon Optionee's death or disability, this Option may be exercised for
12 months after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date. 



Accelerated Vesting:  


        Upon the occurrence of a "Change of Control" (as defined below) followed by (i) a material diminution of Service Provider's duties,
(ii) geographical relocation or (iii) termination of employment for reasons other than by Cause (as defined in the Severance Payment Agreement) within 12 months 


1







 



after
or 6 months prior to a change of control, 50% of the unvested portion shall immediately vest and become exercisable in full. 



        For
purposes of this Option Agreement, "Change of Control" shall mean the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity or
entities by means of merger, consolidation or series of related transactions, resulting in the exchange of the outstanding shares of the Company for securities or consideration issued, or caused to be
issued, by the acquiring corporation or its subsidiary, unless the stockholders of the Company hold at least 50% of the voting power of the surviving corporation in such a transaction. 


II.    AGREEMENT  



        1.    Grant of Option.    The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of
Grant (the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall
prevail. 


        If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 


        2.    Exercise of Option.    



        a.    Right to Exercise.    This Option shall be exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. 


        b.    Method of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached
as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 




        No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 



        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B. 


        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement 


2







 



of
the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes
securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such Market Standoff Period. 


        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



        a.     cash
or check; 


        b.     consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 


        c.     surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months
on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 




        6.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 


        7.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 


        8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option. 


        9.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



        a.    Exercise of ISO.    If this Option qualifies as an ISO, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 



        b.    Exercise of Nonstatutory Stock Option.    There may be a regular federal income tax liability upon the exercise
of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver
Shares if such withholding amounts are not delivered at the time of exercise. 



3







 




        c.    Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal
income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of
exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long- term depending on the period that the ISO Shares
were held. 


        d.    Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or
before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of
such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. 




        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by
the internal substantive laws but not the choice of law rules of California. 



        11.    No Guarantee of Continued Service.    OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


[Signatures appear on next page.]


4







 

        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	OPTIONEE	 	INTERNET BRANDS, INC.
	

    
 «First» «Last»	
 	

    
 By
	 	 	    
 Title
	

 	
 	

Internet Brands, Inc.

909 N. Sepulveda Blvd, 11th Floor

El Segundo, CA 90245




5








  



 
 

EXHIBIT A    
    
    1998 STOCK PLAN
  EXERCISE NOTICE    
    


Internet
Brands, Inc.

909 N. Sepulveda Blvd, 11th Floor

El Segundo, CA 90245 


Attention:
Corporate Secretary 


        1.    Exercise of Option.    Effective as of today,
                        ,
            , the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
                         shares of the Common
Stock (the "Shares") of Internet Brands, Inc. (the "Company") under and pursuant to the 1998 Stock Plan (the "Plan") and the Stock Option Agreement dated «Option Date»
(the "Option Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 



        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 



        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). 



        a.    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 


        b.    Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 


        c.    Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 



1







 




        d.    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 



        e.    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees
shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        f.    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding,
the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's
immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section. 


        g.    Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive Legends and Stop-Transfer Orders.    



        a.    Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 



        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE 




2







 





NOTICE
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE
BINDING ON TRANSFEREES OF THESE SHARES. 




        b.    Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 



        c.    Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and assigns. 


        9.    Interpretation.    Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or
by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all
parties. 


        10.    Governing Law; Severability.    This Agreement is governed by the internal substantive laws but not the choice
of law rules, of California. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Agreement, the
Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. 


[Signatures appear on next page.]


3







 


	Submitted by:	 	Accepted by:
	

OPTIONEE:	
 	

INTERNET BRANDS, INC.
	

    
 «First» «Last»	
 	

    
 By
	 	 	    
 Title
	

 	
 	
Address:
	

 	
 	

909 N. Sepulveda Blvd, 11th Floor

El Segundo, CA 90245
	

 	
 	

    
 Date Received




4








  



 
 

EXHIBIT B    
    
    INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	«First» «Last»
	

COMPANY:	
 	

INTERNET BRANDS, INC.
	

SECURITY:	
 	

COMMON STOCK
	

AMOUNT:	
 	

                            shares
	

DATE:	
 	

                        





        In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 


        a.     Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        b.     Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company, a legend prohibiting their transfer without the consent of the Commissioner of Corporations of the State of California and any other
legend required under applicable state securities laws. 


        c.     Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three
month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 


1







 



        d.     In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 



        e.     Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	 	 	Signature of Optionee:
	

 	
 	

    
 «First» «Last»
	

 	
 	

Date:




2








  



 
 

INTERNET BRANDS, INC.
  
    1998 STOCK PLAN
  STOCK OPTION AGREEMENT    
    



        Unless otherwise defined herein, the terms defined in the 1998 Stock Plan shall have the same defined meanings in this Stock Option Agreement. 


I.     NOTICE OF STOCK OPTION GRANT  



	Name:	 	«First» «Last»
	

Address:	
 	


	

 	
 	







        The
undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	Grant Number	 	«Number»
	

Date of Grant	
 	

«Option_Date»
	

Vesting Commencement Date	
 	

«Vest_Base_Date»
	

Exercise Price per Share	
 	

«Price»
	

Total Number of Shares Granted	
 	

«Shares_Granted»
	

Total Exercise Price	
 	

«Total_Price»
	

Type of Option	
 	

«Option_Type»
	

Term/Expiration Date	
 	

«Expiration»





 Vesting Schedule:  




        This Option shall be exercisable in whole or in part, and shall vest according to the following vesting schedule: 


        «Vest_Template»



Termination Period:  


        This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee's death or Disability, this Option may
be exercised for one year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above. 


II.    AGREEMENT  


        1.    Grant of Option.    The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of
Grant (the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Plan, in the event of a conflict between the terms 


1







 

and
conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 


        If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 


        2.    Exercise of Option.    



        a.    Right to Exercise.    This Option shall be exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. 



        b.    Method of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached
as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other
representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 




        No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 


        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B. 



        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 


        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



        a.     cash
or check; 


        b.     consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 


        c.     surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months
on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 



2







 





        6.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 


        7.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 


        8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option. 


        9.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



        a.    Exercise of ISO.    If this Option qualifies as an ISO, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 



        b.    Exercise of Nonstatutory Stock Option.    There may be a regular federal income tax liability upon the exercise
of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 



        c.    Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal
income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of
exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares
were held. 


        d.    Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year
after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by the Optionee. 



3







 





        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by
the internal substantive laws but not the choice of law rules of California. 


        11.    No Guarantee of Continued Service.    OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


[Signatures appear on next page.]


4







 

        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	

OPTIONEE	
 	

INTERNET BRANDS, INC.
	

 «First» «Last»	
 	

 By
	

 	
 	

 Title
	

 	
 	

Internet Brands, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245




5








  



 
 

EXHIBIT A
  
    1998 STOCK PLAN
  EXERCISE NOTICE    
    


Internet
Brands.com, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245 


        1.    Exercise of Option.    Effective as of today,
                        ,
            , the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
                         shares of the Common
Stock (the "Shares") of Internet Brands, Inc. (the "Company") under and pursuant to the 1998 Stock Plan (the "Plan") and the Stock Option Agreement dated «Option_Date»
(the "Option Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 



        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 



        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First
Refusal"). 



        a.    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 


        b.    Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 


        c.    Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 



        d.    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding 



1







 




indebtedness
of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the
manner and at the times set forth in the Notice. 



        e.    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered
Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees
shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        f.    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding,
the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's
immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section. 


        g.    Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive Legends and Stop-Transfer Orders.    



        a.    Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 



        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE
NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF 




2







 





THE
ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 




        b.    Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 



        c.    Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and assigns. 


        9.    Interpretation.    Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or
by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all
parties. 


        10.    Governing Law; Severability.    This Agreement is governed by the internal substantive laws but not the choice
of law rules, of California. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Agreement, the
Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. 


[Signatures appear on next page.]


3







 


	Submitted by:	 	Accepted by:
	

OPTIONEE:	
 	

INTERNET BRANDS, INC.
	

 «First» «Last»	
 	

 By
	

 	
 	

 Title
	

 	
 	
Address:
	

 	
 	

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245
	

 	
 	

 Date Received




4








  



 
 

EXHIBIT B
  
    INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	«First» «Last»	 	 
	

COMPANY:	
 	

INTERNET BRANDS, INC.	
 	

 
	

SECURITY:	
 	

COMMON STOCK	
 	

 
	

AMOUNT:	
 	

                            shares	
 	

 
	

DATE:	
 	

                        	
 	

 





        In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 


        a.     Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        b.     Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company, a legend prohibiting their transfer without the consent of the Commissioner of Corporations of the State of California and any other
legend required under applicable state securities laws. 


        c.     Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of 


1







 



Securities
being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 



        d.     In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 



        e.     Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	

 	
 	

Signature of Optionee:
	

 	
 	

 «First» «Last»
	

 	
 	

Date:	






2








  



 
 

INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    
    STOCK OPTION AGREEMENT—EARLY EXERCISE    
    



        Unless otherwise defined herein, the terms defined in the Internet Brands, Inc. 1998 Stock Plan (the "Plan") shall have the same defined meanings in this
Stock Option Agreement (the "Option Agreement"). 


I.     NOTICE OF STOCK OPTION GRANT  



	Name:	 	 	 	 
	

Address:	
 	

 	
 	

 
	 	 	
	 	 
	 	 	
	 	 





        You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	Grant Number	 	 
	

Date of Grant	
 	

 
	

Vesting Commencement Date	
 	

 
	

Exercise Price per Share	
 	

$
	

Total Number of Shares Granted	
 	

50,000
	

Total Exercise Price	
 	

$
	

Type of Option:	
 	

Non-statutory Stock Option
	

Term/Expiration Date:	
 	

 






 Vesting Schedule:  




        This
Option shall be exercisable in whole or in part, and shall vest according to the following vesting schedule: 


        The
shares shall vest quarterly on a pro rata basis over a four (4) year period, subject to the Optionee's continuing to serve as a Director on the Company's Board of Directors,
hereinafter "Service Provider," on such dates. 



 Termination Period:  




        This Option may be exercised, to the extent it is then vested, for three months after Optionee ceases to be a Service Provider. Upon death or Disability of the
Optionee, this Option may be exercised, to the extent it is then vested, for one year after Optionee ceases to be Service Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above. 



 Accelerated Vesting:  




        Upon the occurrence of a "Change of Control" (as defined below) 50% of the unvested portion of the options shall immediately vest and become exercisable in full. 


        For
purposes of this Option Agreement, "Change of Control" shall mean the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity or
entities by 


1







 



means
of merger, consolidation or series of related transactions, resulting in the exchange of the outstanding shares of the Company for securities or consideration issued, or caused to be issued, by
the acquiring corporation or its subsidiary, unless the stockholders of the Company hold at least 50% of the voting power of the surviving corporation in such a transaction. 


II.    AGREEMENT  



        1.    Grant of Option.    The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant
(the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise Price"),
and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 12(c) of the Plan, in the event of a conflict between the terms and conditions
of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 



        (a)   If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 




        2.    Exercise of Option.    This Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Plan as follows: 



        (a)    Right to Exercise.    



        (i)    Subject
to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the
Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares which have not yet vested. Vested Shares shall not be subject
to the Company's repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1). 



        (ii)   As
a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. 


        (iii)  This
Option may not be exercised for a fraction of a Share. 




        (b)    Method of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached
as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option
is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 


        (c)   No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 




        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B, and shall read the applicable rules of the Commissioner of
Corporations attached to such Investment Representation Statement. 


2







 

        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 


        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



        (a)   cash; 


        (b)   check;



        (c)   consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 


        (d)   surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 



        (e)   with
the Administrator's consent, delivery of Optionee's promissory note (the "Note") in the form attached hereto as Exhibit E, in the amount of the aggregate
Exercise Price of the Exercised Shares
together with the execution and delivery by the Optionee of the Security Agreement attached hereto as Exhibit D. The Note shall bear interest at the "applicable federal rate" prescribed under
the Code and its regulations at time of purchase, and shall be secured by a pledge of the Shares purchased by the Note pursuant to the Security Agreement. 




        6.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 


        7.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 



        8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option. 


        9.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



        (a)    Exercise of NSO.    There may be a regular federal income tax liability upon the exercise of an NSO. The
Optionee will be treated as having received compensation income (taxable at 



3







 

ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former
Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 


        (b)    Exercise of ISO.    If this Option qualifies as an ISO, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 



        (c)    Exercise of ISO Following Disability.    If the Optionee ceases to be an Employee as a result of a disability
that is not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three
months of such termination for the ISO to be qualified as an ISO. 


        (d)    Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal
income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price of the Exercised Shares and the lesser of (i) the Fair Market Value of the
Exercised Shares on the date of exercise, or (ii) the sale price of the Exercised Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the
meaning of Section 83 of the Code) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the period that the ISO Shares were held. 



        (e)    Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and
if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company
on the compensation income recognized by the Optionee. 


        (f)    Section 83(b) Election for Unvested Shares Purchased Pursuant to Options.    With respect to the
exercise of an Option for unvested Shares, an election (the "Election") may be filed by the Optionee with the Internal Revenue Service, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the
Shares and their Fair Market Value on the date of purchase. In the case of an NSO, this will result in a recognition of taxable income to the Optionee on the date of exercise, measured by the excess,
if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised over the purchase price for the Exercised Shares. Absent such an election, taxable income will be measured
and recognized by Optionee at the time or times on which the Company's Repurchase Option lapses. In the case of an ISO, such an election will result in a recognition of income to the Optionee for
alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised, over the purchase price
for the Exercised Shares. Absent such an 



4







 




election,
alternative minimum taxable income will be measured and recognized by Optionee at the time or times on which the Company's Repurchase Option lapses. Optionee is strongly encouraged to seek
the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election
under Section 83(b) is attached hereto as Exhibit C-5 for reference. 




        OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE'S BEHALF. 


        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is
governed by the internal substantive laws but not the choice of law rules of Delaware. 


        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	OPTIONEE:	 	INTERNET BRANDS, INC.
	

 	
 	

 
	
	 	
 By
	

 	
 	

 Title




5








  



 
 

EXHIBIT A    
    
    INTERNET BRANDS, INC. 1998 STOCK PLAN    
    
    EXERCISE NOTICE    
    


Internet
Brands, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245 


Attention:
Stacey Peterson 


        1.    Exercise of Option.    Effective as of today,
                        , the undersigned
("Optionee") hereby elects to exercise Optionee's option (the "Option") to purchase                          shares of the
Common Stock (the "Shares") of Internet
Brands, Inc. (the "Company") under and pursuant to the Internet Brands, Inc. 1998 Stock Plan (the "Plan") and the Stock Option Agreement dated August 9, 2005 (the "Option
Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 


        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 


        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). 



        (a)    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 



        (b)    Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subsection (c) below. 


        (c)    Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 



1







 




        (d)    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 


        (e)    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such
Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        (f)    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding,
the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's
immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section. 


        (g)    Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive Legends and Stop-Transfer Orders.    



        (a)    Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 



THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE 




2







 





BETWEEN
THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
TRANSFEREES OF THESE SHARES. 




        (b)    Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 



        (c)    Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and the terms and conditions of this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set
forth, the terms and conditions of this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 


        9.    Interpretation.    Any dispute regarding the interpretation of this Exercise Notice shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding
on all parties. 


        10.    Governing Law; Severability.    This Exercise Notice is governed by the internal substantive laws, but not the
choice of law rules, of Delaware. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and Optionee. 



	Submitted by:	 	Accepted by:
	
OPTIONEE:	
 	

INTERNET BRANDS, INC.
	

 	
 	

 
	
	 	
 By
	

 	
 	

 Title
	

 	
 	
Address:

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245
	

 	
 	

 Date Received




3








  



 
 

EXHIBIT B    
    
    INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	 
	

COMPANY:	
 	

INTERNET BRANDS, INC.
	

SECURITY:	
 	

COMMON STOCK
	

AMOUNT:	
 	

                            shares
	

DATE:	
 	

                        





        In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 


        (a)   Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        (b)   Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company, and with any other legend required under applicable state securities laws. 


        (c)   Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three
month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 


1







 



        (d)   In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 


        (e)   Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	 	 	Signature of Optionee:
	

 	
 	


	

 	
 	

 	
 	

 
	

 	
 	

Date:	
 	

 
	 	 	 	 	





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EXHIBIT C-1    
    
    INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    
    RESTRICTED STOCK PURCHASE AGREEMENT    
    


        THIS AGREEMENT is made between                        (the
"Purchaser") and Internet Brands, Inc. (the "Company") as of
                        . 



        Unless
otherwise defined herein, the terms defined in the 1998 Stock Plan shall have the same defined meanings in this Agreement. 


RECITALS  


        A.    Pursuant
to the exercise of the option (grant number                        ) granted to Purchaser under the Plan and pursuant to the
Option Agreement dated            by
and between the Company and Purchaser with respect to such grant (the "Option"), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase 50,000 of those
shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement ("Unvested Shares"). The Unvested Shares and the shares subject to the Option Agreement
which have become vested are sometimes collectively referred to herein as the "Shares". 


        B.    As
required by the Option Agreement, as a condition to Purchaser's election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and
obligations of the parties with respect to Shares acquired upon exercise of the Option. 


        1.    Repurchase Option.    



        (a)   If
Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to
purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for
such Shares (the "Repurchase Option"). 


        (b)   Upon
the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee
or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting
forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates
for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. 



        (c)   At
its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice
in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. 


        (d)   If
the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination,
the Repurchase Option shall terminate. 


        (e)   The
Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement. 



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        2.    Transferability of the Shares; Escrow.    



        (a)   Purchaser
hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the
Repurchase Option has been exercised from Purchaser to the Company. 


        (b)   To
insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser
hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such
Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other
person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as  Exhibit C-2. The Unvested
Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow
Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if
any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to
the Purchaser the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations
hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this
Agreement. 


        (c)   The
Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in
the exercise of its judgment. 


        (d)   Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares
subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of
this Agreement. 




        3.    Ownership, Voting Rights, Duties.    This Agreement shall not affect in any way the ownership, voting rights or
other rights or duties of Purchaser, except as specifically provided herein. 


        4.    Legends.    The share certificate evidencing the Shares issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable federal and state securities laws): 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


        5.    Adjustment for Stock Split.    All references to the number of Shares and the purchase price of the Shares in
this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company pursuant to Section 12 of the Plan after
the date of this Agreement. 


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        6.    Notices.    Notices required hereunder shall be given in person or by registered mail to the address of
Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 



        7.    Survival of Terms.    This Agreement shall apply to and bind Purchaser and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 


        8.    Section 83(b) Election.    Purchaser hereby acknowledges that he or she has been informed that, with
respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within
30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price
of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the
date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an
Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election
will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares,
at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the
time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and
the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as  Exhibit C-5 for reference. 


        PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. 



        9.    Representations.    Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of
its agents. Purchaser understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this
Agreement. 



        10.    Governing Law.    This Agreement shall be governed by the internal substantive laws, but not the choice of law
rules, of Delaware. 


        Purchaser
represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement. 


        IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 



	OPTIONEE:	 	INTERNET BRANDS, INC.
	
    
	
 	

    
 By
	

 	
 	

    
 Title
	

 	
 	

Dated:	

 
	 	 	 	





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EXHIBIT C-2    
    
    ASSIGNMENT SEPARATE FROM CERTIFICATE    
    


        FOR VALUE RECEIVED I,                        , hereby sell, assign
and transfer unto Internet Brands, Inc.                          shares of
the Common Stock of Internet Brands, Inc. standing in my name of the books of said corporation represented by Certificate No.              herewith and do
hereby irrevocably constitute and appoint                          to transfer the said stock on the books of the within
named corporation with full power of substitution in the
premises. 


        This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Internet Brands, Inc. and the undersigned dated
                        . 



	Dated:	    
	 	Signature:	    






        INSTRUCTIONS:    Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the
Company to exercise its "repurchase option," as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 


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EXHIBIT C-3    
    
    JOINT ESCROW INSTRUCTIONS    
    


Date:
                         


Corporate
Secretary

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245 


Attention:
B. Lynn Walsh 


Dear
Ms.Walsh: 


        As
Escrow Agent for both Internet Brands, Inc. (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with the following
instructions: 


        1.     In
the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the "Company") exercises the Company's repurchase option
set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing
hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the
terms of said notice. 


        2.     At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous
delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's repurchase option. 


        3.     Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of
this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not
limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this
paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 


        4.     Upon
written request of the Purchaser, but no more than once per calendar year, unless the Company's repurchase option has been exercised, you will deliver to Purchaser a
certificate or certificates representing so many shares of stock as are not then subject to the Company's repurchase option. Within 120 days after cessation of Purchaser's continuous employment
by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued
pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company's repurchase option. 


        5.     If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all
of the same to Purchaser and shall be discharged of all further obligations hereunder. 


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        6.     Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 


        7.     You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit
to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith. 


        8.     You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 



        9.     You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder. 


        10.   You
shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with
you. 


        11.   You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may
rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 


        12.   Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to
each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 


        13.   If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments. 


        14.   It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder,
you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings. 



        15.   Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the other parties hereto. 


        16.   By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 



        17.   This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 


        18.   These
Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware. 


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	PURCHASER:	 	INTERNET BRANDS, INC.
	

    
	
 	

    
 By
	

 	

 	
 	

    
 Title
	

ESCROW AGENT	
 	

 
	

    
 Corporate Secretary	
 	

 
	

Dated:	

 	
 	

 
	 	
	 	 




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EXHIBIT C-4    
    
    CONSENT OF SPOUSE    
    


        I,                         , spouse
of                        , have read and approve the foregoing Restricted Stock Purchase Agreement (the
"Agreement"). In consideration of granting of the right to my spouse to purchase shares of Internet Brands, Inc., as set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said
Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of
the foregoing Agreement. 



	Dated:	 	
	 	Signature:	 	





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EXHIBIT D    
    
    SECURITY AGREEMENT    
    


        This Security Agreement is made as of
                         between Internet Brands, Inc., a Delaware corporation ("Pledgee"), and
                        ("Pledgor"). 


Recitals  


        Pursuant to Pledgor's election to purchase Shares under the Option Agreement dated (the "Option"), between Pledgor and Pledgee under Pledgee's 1998 Stock Option
Plan, and Pledgor's election under the terms of the Option to pay for such shares with his promissory note (the "Note"), Pledgor has purchased 50,000 shares of Pledgee's Common Stock (the "Shares") at
a price of $                        per share, for a total purchase price of
$                        . The Note and the obligations thereunder are as set forth in Exhibit E to the Option.
 


        NOW,
THEREFORE, it is agreed as follows: 


        1.    Creation and Description of Security Interest.    In consideration of the transfer of the Shares to Pledgor
under the Option Agreement, Pledgor, pursuant to the Delaware Commercial Code, hereby pledges all of such Shares (herein sometimes referred to as the "Collateral") represented by certificate number
    , duly endorsed in blank or with executed stock powers, and herewith delivers said certificate to the Secretary of Pledgee ("Pledgeholder"), who shall hold
said certificate subject to the terms and conditions of this Security Agreement. 



        The
pledged stock (together with an executed blank stock assignment for use in transferring all or a portion of the Shares to Pledgee if, as and when required pursuant to this Security
Agreement) shall be held by the Pledgeholder as security for the repayment of the Note, and any extensions or renewals thereof, to be executed by Pledgor pursuant to the terms of the Option, and the
Pledgeholder shall not encumber or dispose of such Shares except in accordance with the provisions of this Security Agreement. 


        2.    Pledgor's Representations and Covenants.    To induce Pledgee to enter into this Security Agreement, Pledgor
represents and covenants to Pledgee, its successors and assigns, as follows: 



        (a)    Payment of Indebtedness.    Pledgor will pay the principal sum of the Note secured hereby, together with
interest thereon, at the time and in the manner provided in the Note. 


        (b)    Encumbrances.    The Shares are free of all other encumbrances, defenses and liens, and Pledgor will not
further encumber the Shares without the prior written consent of Pledgee. 


        (c)    Margin Regulations.    In the event that Pledgee's Common Stock is now or later becomes margin-listed by the
Federal Reserve Board and Pledgee is classified as a "lender" within the meaning of the regulations under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G"), Pledgor
agrees to cooperate with Pledgee in making any amendments to the Note or providing any additional collateral as may be necessary to comply with such regulations. 




        3.    Voting Rights.    During the term of this pledge and so long as all payments of principal and interest are made
as they become due under the terms of the Note, Pledgor shall have the right to vote all of the Shares pledged hereunder. 



        4.    Stock Adjustments.    In the event that during the term of the pledge any stock dividend, reclassification,
readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be
delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor,
Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as 


1







 



to
provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a
result thereof. 


        5.    Options and Rights.    In the event that, during the term of this pledge, subscription Options or other rights
or options shall be issued in connection with the pledged Shares, such rights, Options and options shall be the property of Pledgor and, if exercised by Pledgor, all new stock or other securities so
acquired by Pledgor as it relates to the pledged Shares then held by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this Security Agreement in the same
manner as the Shares pledged. 


        6.    Default.    Pledgor shall be deemed to be in default of the Note and of this Security Agreement in the event: 



        (a)   Payment
of principal or interest on the Note shall be delinquent for a period of 10 days or more; or 



        (b)   Pledgor
fails to perform any of the covenants set forth in the Option or contained in this Security Agreement for a period of 10 days after written notice thereof
from Pledgee. 




        In
the case of an event of Default, as set forth above, Pledgee shall have the right to accelerate payment of the Note upon notice to Pledgor, and Pledgee shall thereafter be entitled to
pursue its remedies under the Delaware Commercial Code. 


        7.    Release of Collateral.    Subject to any applicable contrary rules under Regulation G, there shall be
released from this pledge a portion of the pledged Shares held by Pledgeholder hereunder upon payments of the principal of the Note. The number of the pledged Shares which shall be released shall be
that number of full Shares which bears the same proportion to the initial number of Shares pledged hereunder as the payment of principal bears to the initial full principal amount of the Note. 


        8.    Withdrawal or Substitution of Collateral.    Pledgor shall not sell, withdraw, pledge, substitute or otherwise
dispose of all or any part of the Collateral without the prior written consent of Pledgee. 



        9.    Term.    The within pledge of Shares shall continue until the payment of all indebtedness secured hereby, at
which time the remaining pledged stock shall be promptly delivered to Pledgor, subject to the provisions for prior release of a portion of the Collateral as provided in paragraph 7 above. 


        10.    Insolvency.    Pledgor agrees that if a bankruptcy or insolvency proceeding is instituted by or against it, or
if a receiver is appointed for the property of Pledgor, or if Pledgor makes an assignment for the benefit of creditors, the entire amount unpaid on the Note shall become immediately due and payable,
and Pledgee may proceed as provided in the case of default. 


        11.    Pledgeholder Liability.    In the absence of willful or gross negligence, Pledgeholder shall not be liable to
any party for any of his acts, or omissions to act, as Pledgeholder. 


        12.    Invalidity of Particular Provisions.    Pledgor and Pledgee agree that the enforceability or invalidity of any
provision or provisions of this Security Agreement shall not render any other provision or provisions herein contained unenforceable or invalid. 


        13.    Successors or Assigns.    Pledgor and Pledgee agree that all of the terms of this Security Agreement shall be
binding on their respective successors and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators. 



        14.    Governing Law.    This Security Agreement shall be interpreted and governed under the internal substantive
laws, but not the choice of law rules, of Delaware. 


2







 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 



	

"PLEDGOR"	
 	


	

"PLEDGEE"	
 	

Internet Brands, Inc.,

a Delaware corporation
	

 	
 	

 Signature
	

 	
 	

 Title
	

"PLEDGEHOLDER"	
 	

 Secretary of Internet Brands, Inc.




3








  



 
 

EXHIBIT E
  
    NOTE    
    



	$55,000.00	 	El Segundo, CA
	

 	
 	

Date:	
 	

 
	 	 	 	 	






        FOR
VALUE RECEIVED,                        promises to pay to Internet Brands, Inc., a Delaware corporation (the "Company"), or
order, the principal sum of $55,000.00, together with
interest on the unpaid principal hereof from the date hereof at the rate of            percent per annum, compounded semiannually. 


        Principal
and interest shall be due and payable on the earlier to occur of (i) the date the Company files a registration statement with the Securities and Exchange Commission to
become a publicly reporting company, or (ii) four years from the date hereof. Payment of principal and interest shall be made in lawful money of the United States of America. 


        The
undersigned may at any time prepay all or any portion of the principal or interest owing hereunder. 


        This
Note is subject to the terms of the Option, dated as of August 9, 2005. This Note is secured in part by a pledge of the Company's Common Stock under the terms of a Security
Agreement of even date herewith and is subject to all the provisions thereof. 



        The
holder of this Note shall have full recourse against the undersigned, and shall not be required to proceed against the collateral securing this Note in the event of default. 


        In
the event the undersigned shall cease to be an employee, director or consultant of the Company for any reason, this Note shall, at the option of the Company, be accelerated, and the
whole unpaid balance on this Note of principal and accrued interest shall be immediately due and payable. 


        Should
any action be instituted for the collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by the undersigned. 



	

 	






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INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    
    STOCK OPTION AGREEMENT—EARLY EXERCISE    
    



        Unless otherwise defined herein, the terms defined in the INTERNET BRANDS, INC. 1998 Stock Plan (the "Plan") shall have the same defined meanings in this
Stock Option Agreement (the "Option Agreement"). 


I.     NOTICE OF STOCK OPTION GRANT  



	Name:	 	«First» «Last»	 	 
	Address:	 	 	 	 
	 	 	
	 	 
	 	 	
	 	 





        You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows: 



	Grant Number	 	«Number»
	

Date of Grant	
 	

«Option_Date»
	

Vesting Commencement Date	
 	

«Vest_Base_Date»
	

Exercise Price per Share	
 	

$«Price»
	

Total Number of Shares Granted	
 	

«Shares_Granted»
	

Total Exercise Price	
 	

$«Total_Price»
	

Type of Option:	
 	

«Option_Type»
	

Term/Expiration Date:	
 	

«Expiration_Date»






Vesting Schedule:  


        This
Option shall be exercisable in whole or in part, and shall vest according to one of the following schedule, subject also to the Optionee being a Sevice Provider on such dates: 



20%
of the shares shall vest immediately upon grant, 20% of the shares shall vest upon the one year anniversary of the Vesting Commencement Date, and the remaining shares shall vest on a pro rata
basis per quarter over the next 36 months. 




Termination Period:  


        If Optionee ceases to be a Service Provider without cause (the "Termination Date"), this Option shall be exercisable for the earlier to occur of (i) twelve
months after the Termination Date, (ii) 190 days after an initial public offering of the Company's common stock (the "IPO"), or (iii) if the Termination Date occurs subsequent to
the 100 day anniversary of an IPO, this Option shall be exercisable for 3 months following the Termination Date. Upon Optionee's death or disability, this Option may be exercised for
12 months after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date. 


Accelerated Vesting:  


        Upon the occurrence of a "Change of Control" (as defined below) followed by (i) a material diminution of Service Provider's duties,
(ii) geographical relocation or (iii) termination of employment 


1







 



for
reasons other than by Cause (as defined in the Severance Payment Agreement) within 12 months after or 6 months prior to a change of control, 50% of the unvested portion shall
immediately vest and become exercisable in full. 


        For
purposes of this Option Agreement, "Change of Control" shall mean the Company's sale of all or substantially all of its assets or the acquisition of the Company by another entity or
entities by means of merger, consolidation or series of related transactions, resulting in the exchange of the outstanding shares of the Company for securities or consideration issued, or caused to be
issued, by the acquiring corporation or its subsidiary, unless the stockholders of the Company hold at least 50% of the voting power of the surviving corporation in such a transaction. 


II.    AGREEMENT  


        1.    Grant of Option.    The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant
(the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the
"Exercise Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 12(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail. 



        (a)   If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 




        2.    Exercise of Option.    This Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Plan as follows: 



        (a)    Right to Exercise.    



        (i)    Subject
to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set forth in the
Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares which have not yet vested. Vested Shares shall not be subject
to the Company's repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1). 


        (ii)   As
a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement. 


        (iii)  This
Option may not be exercised for a fraction of a Share. 




        (b)    Method of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached
as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option
is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 



        (c)   No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. 



2







 





        3.    Optionee's Representations.    In the event the Shares have not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B, and shall read the applicable rules of the Commissioner of Corporations attached to such Investment
Representation Statement. 


        4.    Lock-Up Period.    Optionee hereby agrees that, if so requested by the Company or any representative
of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. 



        5.    Method of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 



        (a)   cash;



        (b)   check;



        (c)   consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 



        (d)   surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 


        (e)   with
the Administrator's consent, delivery of Optionee's promissory note (the "Note") in the form attached hereto as Exhibit E, in the amount of the aggregate
Exercise Price of the Exercised Shares together with the execution and delivery by the Optionee of the Security Agreement attached hereto as Exhibit D. The Note shall bear interest at the
"applicable federal rate" prescribed under the Code and its regulations at time of purchase, and shall be secured by a pledge of the Shares purchased by the Note pursuant to the Security Agreement. 




        6.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law. 


        7.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee. 


        8.    Term of Option.    This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option. 


3







 



        9.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 



        (a)    Exercise of NSO.    There may be a regular federal income tax liability upon the exercise of an NSO. The
Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this compensation income at
the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 


        (b)    Exercise of ISO.    If this Option qualifies as an ISO, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise. 


        (c)    Exercise of ISO Following Disability.    If the Optionee ceases to be an Employee as a result of a disability
that is not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three
months of such termination for the ISO to be qualified as an ISO. 



        (d)    Disposition of Shares.    In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal
income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price of the Exercised Shares and the lesser of (i) the Fair Market Value of the
Exercised Shares on the date of exercise, or (ii) the sale price of the Exercised Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the
meaning of Section 83 of the Code) at the time of purchase. Any additional gain will be taxed as capital gain, short-term depending on the period that the ISO Shares were held. 


        (e)    Notice of Disqualifying Disposition of ISO Shares.    If the Option granted to Optionee herein is an ISO, and
if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company
on the compensation income recognized by the Optionee. 


        (f)    Section 83(b) Election for Unvested Shares Purchased Pursuant to Options.    With respect to the
exercise of an Option for unvested Shares, an election (the "Election") may be filed by the Optionee with the Internal Revenue Service, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the
Shares and their Fair Market Value on the date of purchase. In the case of an NSO, this will result in a recognition of taxable income to the Optionee on the date of exercise, 



4







 




measured
by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised over the purchase price for the Exercised Shares. Absent such an election, taxable
income will be measured and recognized by Optionee at the time or times on which the Company's Repurchase Option lapses. In the case of an ISO, such an election will result in a recognition of income
to the Optionee for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised,
over the purchase price for the Exercised Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Optionee at the time or times on which the Company's
Repurchase Option lapses. Optionee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the
Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for
reference. 




        OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE'S BEHALF. 


        10.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is
governed by the internal substantive laws but not the choice of law rules of Delaware. 


        11.    No Guarantee of Continued Service.    OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



	OPTIONEE:	 	INTERNET BRANDS, INC.
	

 	
 	

 
	
 «First» «Last»	 	
 By
	

 	
 	

 Title




5








  



 
 

EXHIBIT A    
    
    INTERNET BRANDS, INC. 1998 STOCK PLAN    
    
    EXERCISE NOTICE    
    


Internet
Brands, Inc.

909 N. Sepulveda Blvd, 11th Floor

El Segundo, CA 90245 


Attention:
Corporate Secretary 


        1.    Exercise of Option.    Effective as of today, «Option_Date», the undersigned
("Optionee") hereby elects to exercise Optionee's option (the "Option") to purchase «Shares_Granted» shares of the Common Stock (the "Shares") of INTERNET BRANDS, INC.
(the "Company") under and pursuant to the INTERNET BRANDS, INC. 1998 Stock Plan (the "Plan") and the Stock Option Agreement dated «Option_Date» (the "Option Agreement"). 


        2.    Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement. 


        3.    Representations of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 



        4.    Rights as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned stock,
notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan. 



        5.    Company's Right of First Refusal.    Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal
to purchase the Shares on the terms and conditions set forth in this Section (the "Right of First Refusal"). 



        (a)    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 


        (b)    Exercise of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice,
the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with subSection (c) below. 


        (c)    Purchase Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith. 



1







 




        (d)    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 



        (e)    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the
Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such
Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        (f)    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section notwithstanding,
the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's
immediate family shall be exempt from the provisions of this Section. "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such
case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section. 


        (g)    Termination of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the
first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended. 




        6.    Tax Consultation.    Optionee understands that Optionee may suffer adverse tax consequences as a result of
Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice. 


        7.    Restrictive Legends and Stop-Transfer Orders.    



        (a)    Legends.    Optionee understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 



THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL
SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE 




2







 





BETWEEN
THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON
TRANSFEREES OF THESE SHARES. 




        (b)    Stop-Transfer Notices.    Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 



        (c)    Refusal to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such Shares shall have been so transferred. 




        8.    Successors and Assigns.    The Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and the terms and conditions of this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set
forth, the terms and conditions of this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns. 


        9.    Interpretation.    Any dispute regarding the interpretation of this Exercise Notice shall be submitted by
Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding
on all parties. 


        10.    Governing Law; Severability.    This Exercise Notice is governed by the internal substantive laws, but not the
choice of law rules, of Delaware. 


        11.    Entire Agreement.    The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice,
the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and Optionee. 



	Submitted by:	 	Accepted by:
	
OPTIONEE:	
 	

INTERNET BRANDS, INC.
	

 	
 	

 
	
 «First» «Last»	 	
 By
	

 	
 	

 Title
	

 	
 	
Address:
	

 	
 	

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245
	

                1.	
 	

 Date Received




3








  



 
 

EXHIBIT B    
    
    INVESTMENT REPRESENTATION STATEMENT    
    



	OPTIONEE:	 	«First» «Last»
	

COMPANY:	
 	

INTERNET BRANDS, INC.
	

SECURITY:	
 	

COMMON STOCK
	

AMOUNT:	
 	

«Shares_Granted» shares
	

DATE:	
 	

«Option_Date»





        In
connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the Company the following: 



        (a)   Optionee
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Optionee is acquiring these Securities for investment for Optionee's own account only
and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        (b)   Optionee
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Optionee's representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of one year or any other fixed period in the future. Optionee further understands that the Securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Securities. Optionee
understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to the Company, and with any other legend required under applicable state securities laws. 


        (c)   Optionee
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of Securities being sold during any three 



1







 




month
period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 


        (d)   In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 


        (e)   Optionee
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Optionee understands that no assurances can be given that any such other registration exemption will be available in such event. 



	 	 	Signature of Optionee:
	

 	
 	

 «First» «Last»
	

 	
 	

Date:	
 	

 
	 	 	 	 	





2








  



 
 

EXHIBIT C-1    
    
    INTERNET BRANDS, INC.    
    
    1998 STOCK PLAN    
    
    RESTRICTED STOCK PURCHASE AGREEMENT    
    


        THIS AGREEMENT is made between «First» «Last» (the "Purchaser") and INTERNET BRANDS, INC. (the "Company")
as of                         . 



        Unless
otherwise defined herein, the terms defined in the 1998 Stock Plan shall have the same defined meanings in this Agreement. 


RECITALS  


        A.    Pursuant
to the exercise of the option (grant number «Number») granted to Purchaser under the Plan and pursuant to the Option Agreement dated
«Option            Date» by and between the Company and Purchaser with respect to such grant (the "Option"), which Plan and Option Agreement are hereby incorporated by
reference, Purchaser has elected to purchase                          of those shares of Common Stock which have not become
vested under the vesting schedule set forth in the
Option Agreement ("Unvested Shares"). The Unvested Shares and the shares subject to the Option Agreement which have become vested are sometimes collectively referred to herein as the "Shares". 


        B.    As
required by the Option Agreement, as a condition to Purchaser's election to exercise the option, Purchaser must execute this Agreement, which sets forth the rights and
obligations of the parties with respect to Shares acquired upon exercise of the Option. 


        1.    Repurchase Option.    



        (a)   If
Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to
purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for
such Shares (the "Repurchase Option"). 


        (b)   Upon
the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee
or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting
forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates
for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. 



        (c)   At
its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice
in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. 


        (d)   If
the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination,
the Repurchase Option shall terminate. 


        (e)   The
Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement. 



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        2.    Transferability of the Shares; Escrow.    



        (a)   Purchaser
hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested Shares as to which the
Repurchase Option has been exercised from Purchaser to the Company. 


        (b)   To
insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 1, Purchaser
hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such
Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other
person designated by the Company, the share certificates representing the Unvested Shares, together with the stock assignment duly endorsed in blank, attached hereto as  Exhibit C-2. The Unvested
Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow
Instructions of the Company and Purchaser attached as Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until
such Unvested Shares are vested, or until such time as this Agreement no longer is in effect. As a further condition to the Company's obligations under this Agreement, the spouse of the Purchaser, if
any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-4. Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to
the Purchaser the certificate or certificates representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations
hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this
Agreement. 


        (c)   The
Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in
the exercise of its judgment. 


        (d)   Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any transferee shall hold such Shares
subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of
this Agreement. 




        3.    Ownership, Voting Rights, Duties.    This Agreement shall not affect in any way the ownership, voting rights or
other rights or duties of Purchaser, except as specifically provided herein. 


        4.    Legends.    The share certificate evidencing the Shares issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable federal and state securities laws): 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


        5.    Adjustment for Stock Split.    All references to the number of Shares and the purchase price of the Shares in
this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company pursuant to Section 12 of the Plan after
the date of this Agreement. 


        6.    Notices.    Notices required hereunder shall be given in person or by registered mail to the address of
Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices. 


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        7.    Survival of Terms.    This Agreement shall apply to and bind Purchaser and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. 


        8.    Section 83(b) Election.    Purchaser hereby acknowledges that he or she has been informed that, with
respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with the Internal Revenue Service, within
30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price
of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the
date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an
Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election
will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares,
at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the
time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and
the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as  Exhibit C-5 for reference. 


        PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S BEHALF. 



        9.    Representations.    Purchaser has reviewed with his own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of
its agents. Purchaser understands that he (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this
Agreement. 



        10.    Governing Law.    This Agreement shall be governed by the internal substantive laws, but not the choice of law
rules, of Delaware. 


        Purchaser
represents that he has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement. 


        IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above. 



	OPTIONEE:	 	INTERNET BRANDS, INC.
	 	 	 	 	 
	 	 	 	 	 
	
	 	

	«First» «Last»	 	By
	 	 	 	 	 
	 	 	

	 	 	Title
	 	 	 	 	 
	 	 	 	 	 
	 	 	Dated:	 	





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EXHIBIT C-2    
    
    ASSIGNMENT SEPARATE FROM CERTIFICATE    
    



        FOR VALUE RECEIVED I, «First» «Last», hereby sell, assign and transfer unto INTERNET BRANDS, INC.
                         shares of the Common Stock of INTERNET BRANDS, INC. standing in my name of the books of said
corporation represented by Certificate No.
     herewith and do hereby irrevocably constitute and appoint INTERNET BRANDS, INC. to transfer the said stock on the books of the within named
corporation with full power of substitution in the premises. 



        This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between INTERNET BRANDS, INC. and the undersigned dated
«Option_Date». 



	Dated:	 	 	 	Signature:	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





        INSTRUCTIONS:    Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the
Company to exercise its "repurchase option," as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser. 


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EXHIBIT C-3    
    
    JOINT ESCROW INSTRUCTIONS    
    



	 	 	Date:	






Corporate
Secretary

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245 


Corporate
Secretary: 


        As
Escrow Agent for both INTERNET BRANDS, INC. (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with the following
instructions: 


        1.     In
the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the "Company") exercises the Company's repurchase option
set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing
hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the
terms of said notice. 


        2.     At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous
delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's repurchase option. 


        3.     Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of
this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not
limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this
paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 


        4.     Upon
written request of the Purchaser, but no more than once per calendar year, unless the Company's repurchase option has been exercised, you will deliver to Purchaser a
certificate or certificates representing so many shares of stock as are not then subject to the Company's repurchase option. Within 120 days after cessation of Purchaser's continuous employment
by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued
pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company's repurchase option. 


        5.     If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all
of the same to Purchaser and shall be discharged of all further obligations hereunder. 


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        6.     Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 


        7.     You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit
to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith. 


        8.     You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or
process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently
reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 



        9.     You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the
Agreement or any documents or papers deposited or called for hereunder. 


        10.   You
shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with
you. 


        11.   You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may
rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 


        12.   Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to
each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 


        13.   If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto
shall join in furnishing such instruments. 


        14.   It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder,
you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings. 



        15.   Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States
Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the other parties hereto. 


        16.   By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 



        17.   This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 


        18.   These
Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware. 


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	PURCHASER:	 	INTERNET BRANDS, INC.
	 	 	 	 	 
	
 «First» «Last»	 	
 By
	 	 	 	 	 
	 	 	 	 	
 Title
	 	 	 	 	 
	 	 	 	 	 
	ESCROW AGENT	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Corporate Secretary	 	 
	 	 	 	 	 
	Dated:	 	
	 	 




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EXHIBIT C-4    
    
    CONSENT OF SPOUSE    
    



        I,                         , spouse of «First»
«Last», have read and approve the foregoing
Restricted Stock Purchase Agreement (the "Agreement"). In consideration of granting of the right to my spouse to purchase shares of INTERNET BRANDS, INC., as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as
I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as
of the date of the signing of the foregoing Agreement. 



	

Dated:	

  
	
 	

Signature:	

  





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EXHIBIT C-5    
    
    ELECTION UNDER SECTION 83(b)
  OF THE INTERNAL REVENUE CODE OF 1986    
    



        The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross
income or alternative minimum taxable income, as the case may be, for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property
described below: 


	1.
	The
name, address, taxpayer identification number and taxable year of the undersigned are as follows: 



NAME:                        TAXPAYER:    «First»
«Last»                        SPOUSE: 


ADDRESS:



IDENTIFICATION
NO.:    TAXPAYER:                                   
             SPOUSE: 


TAXABLE
YEAR: 2000 



	2.
	The
property with respect to which the election is made is described as follows:
                            shares (the "Shares") of the Common Stock of
INTERNET BRANDS, INC. (the "Company").



	3.
	The
date on which the property was transferred is:                         .



	4.
	The
property is subject to the following restrictions: 



The
Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain
conditions contained in such agreement. 



	5.
	The
fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: 



$                        . 



	6.
	The
amount (if any) paid for such property is: 



$                        .





        The
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property.
The transferee of such property is the person performing the services in connection with the transfer of said property. 



        The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.



	

Dated:	

  
	
 	

  
 Taxpayer





        The
undersigned spouse of taxpayer joins in this election. 



	

Dated:	

  
	
 	

  





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QuickLinks



Exhibit 10.3


INTERNET BRANDS, INC. 1998 STOCK PLAN



INTERNET BRANDS, INC. AMENDMENT NO. 1 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 2 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 3 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 4 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 5 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 6 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 7 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 8 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 9 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 10 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 11 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 12 TO 1998 STOCK PLAN

INTERNET BRANDS, INC. AMENDMENT NO. 13 TO 1998 STOCK PLAN


INTERNET BRANDS, INC. 1998 STOCK PLAN STOCK OPTION AGREEMENT


EXHIBIT A 1998 STOCK PLAN EXERCISE NOTICE


EXHIBIT B INVESTMENT REPRESENTATION STATEMENT



INTERNET BRANDS, INC. 1998 STOCK PLAN STOCK OPTION AGREEMENT


EXHIBIT A 1998 STOCK PLAN EXERCISE NOTICE


EXHIBIT B INVESTMENT REPRESENTATION STATEMENT



INTERNET BRANDS, INC. 1998 STOCK PLAN STOCK OPTION AGREEMENT—EARLY EXERCISE


EXHIBIT A INTERNET BRANDS, INC. 1998 STOCK PLAN EXERCISE NOTICE


EXHIBIT B INVESTMENT REPRESENTATION STATEMENT



EXHIBIT C-1 INTERNET BRANDS, INC. 1998 STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENT


EXHIBIT C-2 ASSIGNMENT SEPARATE FROM CERTIFICATE


EXHIBIT C-3 JOINT ESCROW INSTRUCTIONS


EXHIBIT C-4 CONSENT OF SPOUSE


EXHIBIT D SECURITY AGREEMENT


EXHIBIT E NOTE


INTERNET BRANDS, INC. 1998 STOCK PLAN STOCK OPTION AGREEMENT—EARLY EXERCISE


EXHIBIT A INTERNET BRANDS, INC. 1998 STOCK PLAN EXERCISE NOTICE


EXHIBIT B INVESTMENT REPRESENTATION STATEMENT



EXHIBIT C-1 INTERNET BRANDS, INC. 1998 STOCK PLAN RESTRICTED STOCK PURCHASE AGREEMENT


EXHIBIT C-2 ASSIGNMENT SEPARATE FROM CERTIFICATE


EXHIBIT C-3 JOINT ESCROW INSTRUCTIONS



EXHIBIT C-4 CONSENT OF SPOUSE


EXHIBIT C-5 ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986