Exhibit
10.1


 










 


 


STOCK
PURCHASE AGREEMENT


 


 










 


 


Dated as of November 15, 2005


 





















 


STOCK
PURCHASE AGREEMENT (this “Agreement”), dated as of November 15,
2005 (the “Closing Date”), between PRIMEDIA Inc., a Delaware corporation
(“Purchaser”), Automotive.com, Inc., a Delaware corporation (the “Company”),
and the stockholders set forth on Schedule A to this Agreement
(each a “Stockholder” and collectively, the “Stockholders”).


 


WHEREAS,
the Company owns and operates the
website www.automotive.com (and
related websites) which provides information and services relating to new and
used automobiles (collectively, the “Company Business”);


 


WHEREAS,
the Stockholders collectively own all of the issued and outstanding capital
stock of the Company;


 


WHEREAS,
Purchaser desires to purchase, and the Stockholders desire to sell to
Purchaser, an aggregate of 10,493,930 shares of the issued and outstanding
Common Stock (as hereinafter defined) of the Company on the terms and
conditions set forth herein.


 


NOW,
THEREFORE in consideration of the mutual covenants and the
respective representations and warranties contained herein, the parties hereby
agree as follows:


 


ARTICLE I



 


DEFINITIONS


 


The following terms shall
have the respective meanings given thereto in the sections indicated below:


 


	
  Defined Term

  	
   

  	
  Section

  
	
  “1933 Act”

  	
   

  	
  4.02(c)

  
	
  “Additional Agreements”

  	
   

  	
  5.01

  
	
  “Additional Purchase
  Price”

  	
   

  	
  2.02

  
	
  “Agreement”

  	
   

  	
  Preamble

  
	
  “Base Purchase Price”

  	
   

  	
  2.02

  



 


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  Defined Term

  	
   

  	
  Section

  
	
  “Cap”

  	
   

  	
  8.02(c)

  
	
  “Claims”

  	
   

  	
  8.02(a)

  
	
  “Closing Date”

  	
   

  	
  Preamble

  
	
  “Code”

  	
   

  	
  4.13(b)

  
	
  “Common Stock”

  	
   

  	
  2.01

  
	
  “Company”

  	
   

  	
  Preamble

  
	
  “Company Business”

  	
   

  	
  Preamble

  
	
  “Company Disclosure
  Letter”

  	
   

  	
  Article IV

  
	
  “Company Employee”

  	
   

  	
  6.02

  
	
  “Company’s Additional
  Agreements”

  	
   

  	
  4.01

  
	
  “Confidentiality
  Agreement”

  	
   

  	
  10.01

  
	
  “Contribution
  Agreement”

  	
   

  	
  7.01(e)

  
	
  “Domain Names”

  	
   

  	
  4.11(a)

  
	
  “Effective Time”

  	
   

  	
  3.01

  
	
  “Employee Benefit
  Program”

  	
   

  	
  4.13(a)(iii)

  
	
  “Employment Agreements”

  	
   

  	
  6.08

  
	
  “Environmental Laws”

  	
   

  	
  4.17(d)

  
	
  “ERISA”

  	
   

  	
  4.13(a)(ii)

  
	
  “Financial Statements”

  	
   

  	
  4.09

  
	
  “GAAP”

  	
   

  	
  4.09

  
	
  “Governmental
  Authority”

  	
   

  	
  4.04

  
	
  “Hazardous Materials”

  	
   

  	
  4.17(e)

  
	
  “Indemnitee”

  	
   

  	
  8.04

  
	
  “Indemnitor”

  	
   

  	
  8.04

  
	
  “Intellectual Property”

  	
   

  	
  4.11(b)

  
	
  “Laws”

  	
   

  	
  4.04

  
	
  “License Agreement”

  	
   

  	
  7.01(h)

  
	
  “Lien”

  	
   

  	
  4.02(b)

  
	
  “Material Adverse
  Effect”

  	
   

  	
  4.01

  
	
  “Material Contracts”

  	
   

  	
  4.12(a)

  
	
  “New Car Leads”

  	
   

  	
  4.22

  
	
  “Outstanding Shares”

  	
   

  	
  4.02(a)

  
	
  “Person”

  	
   

  	
  9.03(b)

  
	
  “Plan”

  	
   

  	
  4.13(a)(ii)

  



 


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  Defined Term

  	
   

  	
  Section

  
	
  “Proposed Settlement”

  	
   

  	
  8.06(a)

  
	
  “Purchase Price”

  	
   

  	
  2.02

  
	
  “Purchaser”

  	
   

  	
  Preamble

  
	
  “Purchaser’s Additional
  Agreements”

  	
   

  	
  5.01

  
	
  “Real Estate Lease”

  	
   

  	
  4.12(a)

  
	
  “Regulations”

  	
   

  	
  4.18(g)

  
	
  “Shares”

  	
   

  	
  2.01

  
	
  “Shared Services
  Agreement”

  	
   

  	
  7.01(g)

  
	
  “Software”

  	
   

  	
  4.11(b)

  
	
  “Stockholder”

  	
   

  	
  Preamble

  
	
  “Stockholder
  Representatives”

  	
   

  	
  3.02

  
	
  “Stockholder
  Representatives Agreement”

  	
   

  	
  3.02

  
	
  “Stockholders
  Agreement”

  	
   

  	
  7.01(f)

  
	
  “Tax”

  	
   

  	
  9.03(a)

  
	
  “Tax Return”

  	
   

  	
  9.03(c)

  
	
  “Transaction Expenses”

  	
   

  	
  6.01

  



 


ARTICLE II



 


PURCHASE
AND SALE OF THE SHARES


 


2.01         Shares.  Upon the terms and subject to the conditions
of this Agreement, effective immediately, each Stockholder hereby sells,
conveys, assigns, transfers and delivers to Purchaser, and Purchaser purchases
and acquires from each Stockholder, the number of shares of issued and
outstanding common stock, par value $0.001 per share, of the Company (the “Common
Stock”) set forth opposite such Stockholder’s name on Schedule A
(the “Shares”), which Shares shall collectively comprise approximately seventy
three and one-half percent (73.5%) of the Company’s total issued and
outstanding Common Stock on a fully-diluted basis.


 


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2.02         Purchase Price.  Concurrently with the execution of this
Agreement, in consideration of the sale, conveyance, assignment, transfer and
delivery of the Shares by the Stockholders to Purchaser and in reliance upon
the representations and warranties made herein by the Company and the
Stockholders, Purchaser shall pay to the Stockholder Representatives (as
defined in Section 3.02 below), for the benefit of the Stockholders,
employees, certain creditors and former stockholders of the Company listed on Schedule 2.02,
the amount equal to Seventy-Two Million Five Hundred Thousand Dollars
($72,500,000) (the “Base Purchase Price”).  In addition to the Base Purchase Price,
Purchaser shall pay to the Stockholder Representatives each calendar quarter as
set forth below, for the benefit of the Stockholders and former stockholders of
the Company listed on Schedule 2.02, an additional purchase price equal to
thirty percent (30%) of the Remaining Free Cash Flow (as defined in the
Stockholders Agreement) for such calendar quarter (the “Additional Purchase
Price”).  The calculations of
Remaining Free Cash Flow shall be consistent with the calculations of Remaining
Free Cash Flow under the Stockholders Agreement.  The Additional Purchase Price shall be paid
at the end of each calendar quarter commencing in 2005 and ending in 2008 or,
if the Put/Call Extension Notice (as defined in the Stockholders Agreement) is
delivered, 2009.  Such payments shall be
made within 45 days after each such calendar quarter, provided that the payment
date for the Additional Purchase Price for the last quarter of any calendar
year shall be within 45 days after the date on which the Company’s independent
auditor shall have issued its report containing its opinion as to the
consolidated audited financial statements of the Company for the prior calendar
year; provided, however, that, in the event
that the Company’s independent auditor fails to issue its report within 90
calendar days following the applicable calendar year end, the dividend payment
date shall be the 95th calendar day following such calendar year end.  The Base


 


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Purchase Price and the Additional Purchase Price, if any, shall be
referred to herein collectively as the “Purchase Price.”


 


2.03         Purchase Price Payments.  All payments of the Purchase Price by
Purchaser to the Stockholder Representatives shall be made by wire transfer of
immediately available funds in New York City to an account specified by the
Stockholder Representatives.  The Base Purchase
Price shall be disbursed by the Stockholder Representatives to the
Stockholders, employees, certain creditors and former stockholders of the
Company in accordance with Schedule 2.02.  The Additional Purchase Price shall be
disbursed by the Stockholder Representatives to the Stockholders on a pro rata
basis in accordance with their share ownership percentages set forth in Schedule 2.03.  Notwithstanding anything herein to the
contrary, Purchaser’s sole payment obligation is to deliver the Purchase Price
to the Stockholder Representatives and Purchaser shall have no obligation or
liability with respect to disbursements made by the Stockholder Representatives
to any Stockholders, employees, certain creditors and former stockholders or
any other party.


 


ARTICLE III



 


CLOSING;
STOCKHOLDER REPRESENTATIVES


 


3.01         Closing Date Calculations; Effective Time.  For purposes of this Agreement, all
calculations to be made as of the Closing Date shall be made as of 11:59 p.m.
on the date hereof.  The actual time of
the execution of this Agreement on the date hereof is referred to herein as the
“Effective Time.”


 


3.02         Appointment of Stockholder Representatives.  Pursuant to that certain Stockholder
Representatives Agreement dated as of November 15, 2005 (the “Stockholder
Representatives Agreement”), the Stockholders appointed Gary Fudge, Jason Phillips


 


6





















 


and Joshua Speyer as the representatives (the “Stockholder
Representatives”)  with
the full authority to act on behalf of the Stockholders on all matters
relating to this Agreement, including without limitation, (i) those
relating to payment to each of the Stockholders of their pro rata portions of
the Purchase Price or any other amounts paid to the Stockholders hereunder, (ii) after
the Closing, the power to execute and deliver any amendments, waivers or
modifications to this Agreement and the Company’s Additional Agreements (as
defined in Section 4.01 hereof) and (iii) giving or receiving notices
or other communications or accepting summonses or other process on behalf of
the Stockholders.  Any action of the
Stockholder Representatives under or pursuant to this Agreement shall require
consent of a majority of the Stockholder Representatives and shall be binding
on the Stockholders, and Purchaser shall have no liability whatsoever with
respect to any Stockholder for the actions taken by the Stockholder
Representatives hereunder.  


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS


 


Each of the Company and
the Stockholders, jointly and severally, represents and warrants to Purchaser,
except as set forth in the disclosure letter dated as of the date hereof
delivered by the Company to Purchaser (the “Company Disclosure Letter”) as
follows:


 


4.01         Organization and Authority of the Company.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has the full corporate power and authority to (a) carry on its
business in all material respects as currently conducted and (b) enter
into this Agreement and the other agreements and instruments referred to in
this Agreement that the Company and/or the


 


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Stockholders are executing and delivering (the “Company’s Additional
Agreements”) and to carry out the transactions contemplated hereby and
thereby.  The Company is in good standing
and qualified to do business in each jurisdiction where the nature of its
businesses requires such qualification, except where the failure to be in good
standing or to be so qualified would not have a Material Adverse Effect.  A “Material Adverse Effect” shall mean
a material adverse effect on the business, assets or condition (financial or
otherwise) of the Company, excluding any such effects arising out of or
resulting from changes in the general economy (including those arising from
acts of war or terrorism) or the reaction of employees, suppliers or customers
to (i) the Company’s entering into this Agreement, (ii) the
announcement thereof or (iii) the consummation of the transactions
contemplated hereby.   True and complete
copies of the Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware and in effect as of the date
hereof, and By-Laws of the Company, as amended and in effect as of the date
hereof, have heretofore been made available to Purchaser.


 


8





















 


4.02         Capitalization of Company and Title to Shares.


 


(a)           The
authorized capital of the Company consists solely of 19,500,000 shares of
Common Stock, of which 14,059,727 shares are issued and outstanding as of the
date hereof (the “Outstanding Shares”). 
Schedule 4.02(a) of the Company Disclosure Letter sets
forth the ownership of the Outstanding Shares among the Stockholders.  Except as set forth on Schedule 4.02(a) of
the Company Disclosure Letter, the Outstanding Shares are the only issued and
outstanding securities of the Company. 
The Shares have been duly and validly authorized and issued, are fully
paid and non-assessable and are subject to no preemptive rights.  Except as set forth on Schedule 4.02(a) of
the Company Disclosure Letter or as provided in the Contribution Agreement,
there are no outstanding (i) options, warrants or other rights to purchase
any capital stock of the Company, (ii) securities convertible into or
exchangeable for shares of capital stock of the Company or (iii) commitments
of any kind to which the Company is a party, or by which the Company is bound,
for the issuance of any additional securities.


 


(b)           Except
pursuant to those agreements listed on Schedule 4.02(b) of the
Company Disclosure Letter, each of the Stockholders has good and valid title to
the Outstanding Shares listed next to its name on Schedule 4.02(a) of
the Company Disclosure Letter, free and clear of any covenant, condition,
restriction, right of first refusal, voting trust arrangement or adverse claim
of any kind.  When transferred to
Purchaser at the Effective Time, the Shares will be free and clear of any lien,
claim, charge, encumbrance, mortgage, pledge or security interest of any kind (“Lien”).


 


(c)           None
of the Outstanding Shares were issued in violation of the Securities Act of
1933, as amended (the “1933 Act”) or the securities or blue sky laws of
any state or other jurisdiction.  Each
Stockholder hereby waives any claim that any of the


 


9





















 


Outstanding Shares were issued in violation of the 1933 Act or the
securities or blue sky laws of any state or other jurisdiction.


 


(d)           The
Company does not have any subsidiaries and does not own, directly or indirectly,
any equity interest in any other Person.


 


4.03         Authorization of Agreement.  The execution, delivery and performance by
the Company of this Agreement and the Company’s Additional Agreements and the
consummation by the Company of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary corporate action of the
Company.  Each of the Stockholders has
the full right, power, legal capacity and authority to enter into this
Agreement and the Company’s Additional Agreements, if applicable, and to
perform his, her or its obligations hereunder and thereunder.  This Agreement and the Company’s Additional
Agreements have been duly executed and delivered by the Company and the
Stockholders and constitute legal, valid and binding obligations of the Company
and the Stockholders, enforceable in accordance with their respective terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting the rights
of creditors generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and by an implied covenant of good faith and fair dealing.


 


4.04         No Conflicts.   Neither the execution, delivery or
performance of this Agreement or any of the Company’s Additional Agreements,
nor the consummation by the Company and the Stockholders of the transactions
contemplated hereby or thereby, nor compliance by the Company and the
Stockholders with the terms and provisions hereof or thereof, will, directly or
indirectly (with or without notice or lapse of time or both), (i) conflict


 


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with the Certificate of Incorporation or By-Laws of the Company, as
amended to date, (ii) conflict with, or result in the breach or
termination of, or constitute a default under (or with notice or lapse of time
or both, result in the breach or termination of or constitute a default under)
or result in the termination or suspension of, or accelerate the performance
required by the terms, conditions or provisions of, any note, bond, mortgage,
indenture, license, lease, agreement, commitment or other instrument to which
the Company is a party or by which the Company is bound, except for those
agreements listed on Schedule 4.04, (iii) constitute a
violation by any Stockholder or the Company of any law, statute, rule,
regulation, ordinance, order, ruling, writ, judgment, injunction or decree
(collectively, “Laws”) of any foreign or domestic federal, state or
local legislative, judicial, executive or other governmental authority (“Governmental
Authority”) applicable to the Company or the Shares or (iv) result in
the creation of any Lien upon any of the Shares or any assets of the Company;
except, in the case of clauses (ii) and (iii) above, for such
conflicts, defaults, breaches, terminations, suspensions, acceleration of
performance or violations which, taken as a whole, would not have a Material
Adverse Effect or a material adverse effect on the Company’s and the
Stockholders’ ability to consummate the transactions contemplated by this
Agreement and the Company’s Additional Agreements.


 


4.05         No Consents.  No order, permission, consent, approval,
license, authorization, registration, or validation of, or filing with, or
notice to, or exemption by, any Governmental Authority is required to
authorize, or is required in connection with, the execution, delivery or
performance by the Company or the Stockholders of this Agreement or any of the
Company’s Additional Agreements, except as would not, individually or in the
aggregate, have a Material Adverse Effect.


 


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4.06         Compliance with Laws.  The Company is in material compliance with
all applicable Laws.


 


4.07         Litigation.             Except
as set forth on Schedule 4.07 of the Company Disclosure Letter,
there are no actions, suits, inquiries, proceedings or investigations pending
or, to the Stockholder Representatives’ knowledge, expressly threatened to be
instituted by any third party before any court or other Governmental Authority (a) against
the Company which, if decided adversely to the Company would, individually or
in the aggregate, have a Material Adverse Effect or (b) against any of the
Stockholders relating to the transactions contemplated by this Agreement or the
Company’s Additional Agreements.


 


4.08         No Brokers.  There is no obligation or liability,
contingent or otherwise, for brokers’ or finders’ fees or commissions in
connection with the transactions contemplated by this Agreement for which the
Company is liable.


 


4.09         Financial Statements.  Attached as Schedule 4.09 of the
Company Disclosure Letter are: (a) the audited statements of income for
the Company for the years ended December 31, 2004 and December 31,
2003 and the unaudited statement of income for the Company for the nine-month
period ended September 30, 2005; (b) the audited balance sheets for
the Company as of December 31, 2004 and December 31, 2003 and the
unaudited balance sheet for the Company as of September 30, 2005 and (c) the
audited statements of cash flow for the Company for the years ended December 31,
2004 and December 31, 2003 and the unaudited statement of cash flow for
the Company for the nine-month period ended September 30, 2005
(collectively, the “Financial Statements”).  The Financial Statements have been prepared
from books and records maintained by the Company consistent with past practice
and in accordance with generally accepted accounting principles as in effect in
the United States of America


 


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(“GAAP”).  The Financial
Statements fairly present, in all material respects, the consolidated financial
condition of the Company for the periods and as of the dates indicated and the
results of operations for the periods then ended.


 


4.10         Undisclosed Liabilities.      Except
for the liabilities (a) set forth on the Financial Statements or not
required by GAAP to be reflected on the Financial Statements, (b) set
forth on Schedule 4.10 of the Company Disclosure Letter, or (c) incurred
since December 31, 2004 in the ordinary course of business consistent with
past practice, the Company is not subject to any liability or liabilities,
whether absolute, accrued, contingent or otherwise and whether due or to become
due, which would, individually or in the aggregate, have a Material Adverse
Effect.


 


4.11         Intellectual Property.


 


(a)           Schedule 4.11(a) of
the Company Disclsoure Letter contains a complete and correct list and
description (including the record owners and identifying numbers) of all
Internet domain names (“Domain Names”) and registered patents,
copyrights, trademarks, trade names and service marks (and all existing and
pending applications for, and any renewals, extensions, reissuances,
continuations, revisions and reexaminations of, any of the foregoing) owned by
the Company or held by third parties on behalf of the Company (including,
without limitation, Domain Names registered by a third party on behalf of the
Company).


 


(b)           Except
as set forth on Schedule 4.11(b) of the Company Disclsoure
Letter, there are no proceedings pending or, to the Stockholder Representatives’
knowledge, threatened against the Company that directly challenge, and no
express claim or demand in writing by any person or entity has been made to or
upon the Company that directly challenges, the rights of the Company in respect
of any patents, trademarks, service marks, trade names, trade dress, trade
secrets, copyrights, Domain Names, (including Software under development and
all object


 


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codes, source codes and other related documentation), or applications
for or renewals, extensions, reissuances, continuations, revisions or
reexaminations of any of the foregoing, or any computer software developed or
under development by or for the Company (including, without limitation, all
source code, executable code, data, databases and related documentation
(collectively, the “Software”)), in each case to the extent owned or
otherwise used by the Company (collectively, “Intellectual Property”).


 


(c)           Except
as set forth on Schedule 4.11(c) of the Company Disclsoure
Letter, no Intellectual Property owned by the Company (i) is subject to
any outstanding order, ruling, judgment, decree or stipulation by or with any
Governmental Authority, or any express and enforceable contract, agreement,
commitment or undertaking with any person or entity, restricting the scope or
use of any such Intellectual Property, or (ii) to the Stockholder
Representatives’ knowledge, infringes or misappropriates the rights of any
other person or entity, or (iii) to the Stockholder Representatives’
knowledge, is being infringed or misappropriated by any other person or entity.


 


(d)           Except
as set forth on Schedule 4.11(d) of the Company Disclsoure
Letter, the Company has not granted any material license (other than such
licenses and permissions for one-time or other limited use granted in the
ordinary course of business and the Terms of Use governing the website at www.automotive.com
and related websites) to any person or entity to use any of the Intellectual
Property owned or otherwise used by the Company.


 


(e)           The
Company owns or has the right to use all of the Intellectual Property necessary
to conduct its business immediately following the Effective Time as conducted
immediately prior to the Effective Time.


 


(f)            To
the Stockholder Representatives’ knowledge, the Company has full


 


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rights to register, transfer, renew and otherwise use, all the Domain
Names without interference from any third-party, whether or not Company or a
third-party is listed as the registrant.


 


4.12         Contracts and Commitments.


 


(a)           Schedule 4.12(a) of
the Company Disclsoure Letter lists: (i) all contracts to which the
Company is a party (or by which the Company has rights or obligations) that
involve the receipt of revenue, or require the expenditure, by the Company, of
more than One Hundred Fifty Thousand Dollars ($150,000) in any consecutive
twelve-month period after the date hereof, other than those terminable on not
more than 90 days’ notice; (ii) all agreements governing long-term
indebtedness of, or any guarantee thereof by, the Company; (iii) all
material licensing agreements with third parties to which the Company is a
party; (iv) each collective bargaining or other agreement with any labor
union or other representative of a group of employees to which the Company is a
party; (v) each partnership, joint venture, contribution, tax sharing or
other agreement involving a sharing of profits, losses, costs or liabilities by
the Company with any third party; (vi) each written contract or other
agreement to which the Company is a party and containing terms which impose or
purport to impose non-competition obligations upon the Company; (vii) each
written warranty, guaranty or other similar undertaking with respect to
contractual performance extended by the Company other than in the ordinary
course of business; (viii) all real property leases (each, a “Real
Estate Lease”) to which the Company is a party; and (ix) the agreements
relating to the sale of leads listed on Schedule 4.22(b) (with
(i) through (ix) collectively referred to as the “Material
Contracts”).


 


(b)           The
Company has not obtained any letter of credit for, or given any power of
attorney to, any person or entity for any purpose whatsoever that, in each
case, is outstanding or will be in effect on the Closing Date.


 


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(c)           The
Company is not in default, and to the Stockholder Representatives’ knowledge,
there is no basis for any claim of default, under any of the Material
Contracts, except such claims or defaults as would not, individually or in the
aggregate, have a Material Adverse Effect. 
To the knowledge of the Stockholder Representatives, all of the Material
Contracts are in full force and effect and are valid, binding and enforceable
in accordance with their respective terms. 
Except as provided in those agreements identified on Schedule 4.12(c) of
the Company Disclsoure Letter, no consent by, notice to or approval from any
Person is required under any of the Material Contracts as a result of the
consummation of the transactions contemplated by this Agreement, except such consents
the failure to obtain of which would not, individually or in the aggregate,
have a Material Adverse Effect.


 


(d)           The
Company has heretofore delivered or made available to Purchaser true and
correct copies of all of the Material Contracts, including all amendments,
modifications and supplements thereto.


 


4.13         Employee Benefits.


 


(a)           Schedule 4.13
of the Company Disclosure Letter lists:


 


(i)    each
employment or severance agreement between the Company and any employee of the
Company;


 


(ii)   each
“employee benefit plan” (as such term is defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or comparable provisions of foreign law) of the Company that is covered by
ERISA or comparable provisions of foreign law and that is maintained or
provides benefits for the benefit of any employee of the Company (a “Plan,”
and collectively, the “Plans”); and


 


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(iii)  each
plan, policy or arrangement not subject to ERISA maintained by the Company for
the benefit of any employee of the Company and providing for retirement
benefits, termination bonuses, deferred compensation, bonuses, severance, stock
options, or employee insurance coverage (the “Employee Benefit Programs,”
with each individually, an “Employee Benefit Program”).


 


(b)           To
the knowledge of the Stockholder Representatives, each Plan and Employee
Benefit Program has been maintained and administered at all times in material
compliance with its terms and conditions and all applicable Laws, including,
but not limited to, ERISA and the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder (the “Code”),
applicable to such Plan and Employee Benefit Program.


 


(c)           To
the knowledge of the Stockholder Representatives, no “reportable event” (as
such term is used in Section 4043 of ERISA, but excluding events for which
the 30-day notice period has been waived), “prohibited transaction” (as such
term is used in Section 406 of ERISA or Section 4975 of the Code, but
excluding transactions that are exempt under a statutory or administrative
exemption), or “fiduciary breach” under ERISA has heretofore occurred with
respect to any Plan that could reasonably be expected to result in any material
liability to the Company and there exists no condition or set of circumstances
which could reasonably be expected to result in a “reportable event” (other
than events for which the 30-day notice period has been waived).


 


(d)           The
Company has not contributed to or participated in any pension plan which is a “Multi
Employer Plan,” as defined in Section 3(37) of ERISA.  No Plan is subject to Title IV of ERISA or Section 412
of the Code.


 


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(e)           Complete
and correct copies of all Plans and Employee Benefit Programs listed on Schedule 4.13
of the Company Disclosure Letter have been delivered or otherwise made
available to Purchaser.


 


(f)            No
employee of the Company is represented for purposes of collective
bargaining.  There are no work stoppages or,
to the Stockholder Representatives’ knowledge, threatened work stoppages, and
to the Stockholder Representatives’ knowledge, no union organizing effort is
under way with respect to any employees of the Company.


 


(g)           Each
individual who renders services to the Company who is classified by the Company
as having the status of independent contractor or other non-employee status for
any purpose (including for purposes of taxation and tax reporting and under any
Plan or employee Benefit Program) is properly so characterized.


 


4.14         Absence of Certain Changes.  Since December 31, 2004, the Company has
not:


 


(a)           suffered
any Material Adverse Effect;


 


(b)           suffered
the loss of any material business relationships for the Company Business with
any third parties;


 


(c)           except
in the ordinary course of business, written off as uncollectible any notes or
accounts receivable (or any portion thereof) that, individually or in the
aggregate, are material to the Company;


 


(d)           except
in the ordinary course of business, (i) sold, transferred or otherwise
disposed of, or (ii) suffered any material damage or destruction (ordinary
wear and tear excepted) of, or (iii) mortgaged, pledged or otherwise
suffered or permitted the imposition of


 


18





















 


any Lien on, any properties or assets, whether real, personal, fixed,
tangible or intangible, that, individually or in the aggregate, are material to
the Company;


 


(e)           except
in the ordinary course of business, made any capital expenditures or
commitments for capital assets that, individually or in the aggregate, are
material to the Company;


 


(f)            made
any change in any accounting practices, principles, policies or methods, except
as required by law, or made any change in accounting standards, that,
individually or in the aggregate, are material to the Company;


 


(g)           except
in the ordinary course of business, reduced any insurance coverages in any
manner that, individually or in the aggregate, are material to the Company;


 


(h)           except
in the ordinary course of business, entered into any material employment,
deferred compensation or other similar agreement (or any amendment to any such
existing agreement), amended any of the Plans described on Schedule 4.13
of the Company Disclosure Letter or adopted any new employee benefit plan or,
except as disclosed on Schedule 4.14(i) of the Company
Disclosure Letter, granted any general increase in compensation, bonus or other
benefits payable to employees of the Company;


 


(i)            incurred
any obligations or liabilities (whether absolute, accrued or contingent and
whether due or to become due) related to indebtedness for borrowed money that,
individually or in the aggregate, are material to the Company;


 


(j)            except
in the ordinary course of business, changed its collection procedures or its
payment incentives for customers;


 


(k)           amended
its Certificate of Incorporation or By-laws (except that the Company filed a
Certificate of Amendment of its Certificate of Incorporation on November 9,
2005


 


19





















 


and the Company’s Board of Directors has determined to amend the Bylaws
in the manner set forth in the Stockholders Agreement); or


 


(l)            whether
in writing or otherwise, agreed to take any action in the future that is
otherwise prohibited to be taken pursuant to this Section 4.14.


 


4.15         Transactions with Affiliates.  Other than services of employees and
directors of the Company, there are no services currently being provided to the
Company by any Stockholder or other affiliate of the Company that are material
to the Company.


 


4.16         Insurance.  Schedule 4.16 of the Company
Disclosure Letter contains a list and brief description of all policies or
binders of insurance held by or on behalf of the Company, or providing coverage
for any of the properties, assets or operations of the Company or otherwise
used in connection with the Company Business (in each case specifying the
insurer, the amount of coverage and the type of insurance).


 


4.17         Environmental Matters.


 


(a)           The
Company has not engaged in any operation upon any real property leased by the
Company on which any Hazardous Materials (as hereinafter defined) have been
handled, manufactured, treated, stored, used or generated by the Company,
except for such quantities handled, manufactured, treated, stored, used or
generated in connection with the normal operation and maintenance of such
property in the ordinary course of the business of the Company in material
compliance with applicable Laws and except for such activities as would not,
individually or in the aggregate, have a Material Adverse Effect.


 


(b)           The
Company is not a party to any litigation in which it is alleged, and the
Company has not received express notice of or an express request for
information related to any allegation or investigation of the possibility, that
it or any of its assets is subject to any


 


20





















 


liability, clean-up or other obligation arising out of or relating to
any discharge, or the storage, handling or disposal, of any Hazardous Material,
except where any such allegations or investigations would not, individually or
in the aggregate, have a Material Adverse Effect.


 


(c)           The
Company is in compliance with all Environmental Laws (as hereinafter defined)
relating to its leased real properties, except where non-compliance with such
laws would not be reasonably likely to have a Material Adverse Effect.  The Company has not received any unresolved
written or oral communication, relating to any of its leased real property,
from any Governmental Authority alleging that the Company is not in such full
compliance and, to the Stockholder Representatives’ knowledge, there are no
circumstances that are reasonably likely to prevent or interfere with such compliance
in the future, except such as would not, individually or in the aggregate, have
a Material Adverse Effect.


 


(d)           “Environmental
Laws” means all federal, state, local and foreign laws and regulations
relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws and
regulations relating to emissions, discharges, disposal, releases or threatened
releases of Hazardous Materials (as hereinafter defined), or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials.


 


(e)           “Hazardous
Materials” means any material defined as a “hazardous substance” under Section 101
of the Comprehensive Environmental Response, Compensation and Liability Act, as
amended.


 


4.18         Taxes.   Except as set forth on Schedule 4.18
of the Company Disclosure Letter:


 


21





















 


(a)           The
Company has filed all material Tax Returns that it was required to file under
applicable laws and regulations. All such Tax Returns were correct and complete
in all material respects.  All material
Taxes shown to be due and owing by the Company on any such Tax Return have been
paid.  To the Stockholder Representatives’
knowledge, no claim has ever been made by an authority in a jurisdiction where
the Company does not file Tax Returns that it is or may be subject to taxation
by that jurisdiction.  There are no Liens
for Taxes (other than Taxes not yet due and payable) upon any of the assets of
the Company.


 


(b)           The Company has
withheld and paid all Taxes required to have been withheld and paid in
connection with any amounts paid or owing to any employee, independent
contractor, creditor, stockholder, or other third party, other than those
employment-related Taxes associated with the payment of the Recognition Bonuses.


 


(c)           No foreign,
federal, state, or local tax audits or administrative or judicial Tax
proceedings are pending or being conducted with respect to the Company.  The Company has not received from any
foreign, federal, state, or local taxing authority any (i) written notice
indicating an intent to open an audit or other review, (ii) written
request for information related to Tax matters or (iii) written notice of
deficiency or proposed adjustment for any amount of Tax proposed, asserted, or
assessed by any taxing authority against the Company.


 


(d)           Schedule 4.18 of the Company
Disclosure Letter lists all federal, state, local, and foreign Tax
Returns filed with respect to the Company for the past three fiscal years and
indicates those Tax Returns that have been audited or currently are the subject
of audit. The Stockholders have delivered to Purchaser correct and complete
copies of all Tax Returns, examination reports, and statements of deficiencies
assessed against or agreed to by the Company for the past three fiscal years.


 


22





















 


(e)           The Company has
not waived any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency.


 


(f)            The Company is
not a United States real property holding corporation within the meaning of
Code §897(c)(2) during the applicable period specified in Code
§897(c)(1)(A)(ii).


 


(g)           The Company has
no liability for the material Taxes of any Person (as defined in Section 9.03)
under Treasury Regulations (“Regulations”) §1.1502-6 (or any similar provision
of state, local, or foreign law), as a transferee or successor, by contract, or
otherwise.


 


(h)           The unpaid
material Taxes of the Company do not exceed the reserve for Tax liability
(rather than any reserve for deferred Taxes established to reflect timing
differences between book and Tax income) included on the Company’s books and
records.


 


(i)            The Company has
not distributed stock of another Person, and has not had its stock distributed
by another Person, in a transaction that was purported or intended to be
governed in whole or in part by Code §355.


 


(j)            The
Company has not participated in a reportable transaction within the meaning of
Regulations §1.6011-4 (or any predecessor provision thereto).


 


4.19         Sufficiency of Assets.  The
material tangible properties and assets currently used by the Company in the
conduct of its business (including, without limitation, the material tangible
assets reflected on the Financial Statements) are in good operating condition
(subject to normal wear and tear), and are adequate and sufficient for the
operation of the Company Business as now conducted.  All of the material
tangible assets of the Company used to conduct its business as of the date
hereof are owned or leased by it.


 


23





















 


4.20         Real Estate Leases.


 


(a)           Schedule 4.20
of the Company Disclosure Letter contains a complete and correct list of all
Real Estate Leases.


 


(b)           To
the Stockholder Representatives’ knowledge, there is no default by any other
party under any Real Estate Lease and, except as set forth on Schedule 4.20
of the Company Disclosure Letter, to the Stockholder Representatives’
knowledge, there is no fact or circumstance that, with the giving of notice or
lapse of time or both, would constitute a default thereunder.


 


(c)           The
Company does not own, and has never owned, any real property.


 


4.21         Customers.  Schedule 4.21 of the Company
Disclosure Letter sets forth for the year ended December 31, 2004 and the
nine-month period ended September 30, 2005, the top ten (10) customers
(by revenues) of the Company Business.


 


4.22         Leads.


 


(a)           Schedule 4.22(a) of
the Company Disclosure Letter sets forth for the year ended December 31,
2004 and the nine-month period ended September 30, 2005, the approximate
number of New Car Leads sold by the Company Business during each month during
such period.  For purposes of this Section 4.22(a),
“New Car Leads” shall mean a unique inquiry by a customer with regard to
the purchase of a new car for which the Company receives cash consideration.


 


(b)           With
respect to those agreements listed on Schedule 4.22(b) of the Company
Disclosure Letter, the Company has not resold leads (as such term may be
defined in such agreements) to any parties in material violation of the terms
of such agreements.


 


4.23         Prepaid Revenues.  The Company has not collected or received any prepaid
revenues with respect to the Company Business.


 


24





















 


4.24         No Debt or Unpaid Dividends.  As of the date hereof, the Company does not
have outstanding any indebtedness for borrowed money and has not declared any
dividends with respect to its outstanding shares of capital stock that have not
been paid out prior to the date hereof.


 


4.25         Recognition Bonuses.  The aggregate amount of the Recognition Bonuses (as
defined in Section 6.12) have been fully accrued as a liability of the
Company prior to the Closing Date.  All
Recognition Payments have been determined by the Board of Directors of the
Company to represent discretionary payments to be paid to certain designated
employees in recognition of services provided to the Company prior to the date
hereof.


 


ARTICLE V



 


REPRESENTATIONS
AND WARRANTIES OF PURCHASER


 


Purchaser represents and
warrants to the Company and the Stockholders as follows:


 


5.01         Organization of Purchaser.  Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the full corporate power and authority to enter into this Agreement and
the other agreements and instruments referred to in this Agreement that
Purchaser is executing and delivering (the “Purchaser’s Additional
Agreements,” and, together with the Company’s Additional Agreements, the “Additional
Agreements”), and to carry out the transactions contemplated hereby and
thereby.


 


5.02         Authorization of Agreement.  The execution, delivery and performance by
Purchaser of this Agreement and Purchaser’s Additional Agreements and the
consummation by Purchaser of the transactions contemplated hereby and thereby,
have been


 


25





















 


duly authorized by all necessary corporate action of Purchaser.  This Agreement and Purchaser’s Additional
Agreements have been duly executed and delivered by Purchaser and constitute
legal, valid and binding obligations of Purchaser, enforceable in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting the rights of creditors generally and by general
equitable principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and by an implied covenant of good faith
and fair dealing.


 


5.03         No Conflicts.  Neither the execution, delivery or
performance of this Agreement or any of Purchaser’s Additional Agreements, nor
the consummation by Purchaser of the transactions contemplated hereby or
thereby, nor compliance by Purchaser with the terms and provisions hereof or
thereof will: (i) conflict with the Certificate of Incorporation or Bylaws
of Purchaser; (ii) conflict with, or result in the breach or termination
of, or constitute a default (or with notice or lapse of time or both,
constitute a default) under or result in the termination or suspension of, or
accelerate the performance required by any of the terms, conditions or
provisions of, any note, bond, mortgage, indenture, license, lease, agreement,
commitment or other instrument to which Purchaser is a party or by which
Purchaser is bound; or (iii) constitute a violation by Purchaser of any
Law of any Governmental Authority applicable to Purchaser.


 


5.04         No Consents.  No order, permission, consent, approval,
license, authorization, registration, or validation of, or filing with, or
notice to, or exemption by, any Governmental Authority is required to
authorize, or is required in connection with, the execution, delivery or
performance by Purchaser of this Agreement or any of Purchaser’s Additional
Agreements.


 


26





















 


5.05         Litigation.             There
are no actions, suits, inquiries, proceedings or investigations pending, or, to
Purchaser’s knowledge, threatened before any court or other Governmental
Authority against Purchaser relating to the transactions contemplated by this
Agreement or Purchaser’s Additional Agreements.


 


5.06         No Brokers.  Purchaser has not incurred any obligation or
liability, contingent or otherwise, for brokers’ or finders’ fees or
commissions in connection with the transactions contemplated by this Agreement.


 


5.07         Investment Purpose.


 


(a)           Purchaser
is an “accredited investor” (as defined in Rule 501 of the 1933 Act)
purchasing the Shares for its own account for investment purposes and not with
a view toward distribution or re-sale in violation of the 1933 Act or any other
applicable securities laws, rules or regulations.


 


(b)           Purchaser
acknowledges that none of the Shares have been registered under federal law or
qualified under state law, but rather have been offered for sale in accordance
with certain exemptions under applicable law, and that the Shares may not be
resold by it unless they are subsequently registered or qualified under
applicable law, or an exemption from such registration and qualification is
then available.


 


5.08         Purchaser’s Examination.  Purchaser acknowledges and agrees that no
representation or warranty has been or is being made by the Company or the
Stockholders except as expressly set forth in this Agreement and no
representation or warranty is being made by the Company or the Stockholders as
to the future operations, budgets, results or prospects of the Company.


 


27





















 


ARTICLE VI


 


FURTHER
AGREEMENTS OF THE PARTIES


 


6.01         Expenses.  Purchaser, the Company and the Stockholders
shall bear their own respective expenses incurred in connection with the
negotiation and preparation of this Agreement, the Additional Agreements and
the consummation and performance of the transactions contemplated hereby and thereby
and in connection with all obligations required to be performed by each of them
under this Agreement and the Additional Agreements (collectively, the “Transaction
Expenses”), except as otherwise may be provided herein.  All financial advisory, brokerage and legal
fees of the Company incurred in connection with the negotiation and preparation
of this Agreement, the Additional Agreements and the consummation and
performance of the transactions contemplated hereby and thereby shall be paid
by the Stockholder Representatives, on behalf of the Stockholders, from the
Purchase Price as set forth in Schedule 2.03 and shall not be paid
by the Company.


 


28





















 


6.02         Employees.  Following the Effective Time, the Company shall
employ each employee employed by the Company immediately prior to the Effective
Time (each, a “Company Employee,” and collectively, the “Company
Employees”) at no less than the wage or salary in effect immediately prior
to the Closing Date.  The Stockholders shall
be solely responsible for all bonuses for all employees of the Company employed
as of the Closing Date for the year ended December 31, 2005 (other than
bonuses for 2005 actually paid prior to the date hereof, if any) (collectively,
the “2005 Employee Bonuses”) and Primedia shall have no obligation with
respect to the 2005 Employee Bonuses. The Stockholders shall be solely
responsible to fund the aggregate amount for the 2005 Employee Bonuses (the “Bonus
Funds”).  The Company will pay out
the Bonus Funds to the Company Employees according to the instructions of the
Stockholder Representatives.  The Bonus
Funds are incremental to the Working Capital Requirement (as defined in Section 6.10)
and any amounts retained by the Company (or contributed by the Stockholders)
for the Recognition Payments (as defined in Section 6.12).


 


6.03         Further Assurances.  Each of Purchaser and each Stockholder shall
execute such documents and other papers and take such further actions as the
other party may reasonably request in order to carry out the provisions hereof
and the transactions contemplated hereby, including, without limitation, to
obtain any consents from any party to any Material Contract which is required
in connection with the transactions contemplated hereby, provided that such
obligation shall not require expenditure of money by any Stockholder.


 


6.04         Correspondence.  Each party will promptly remit to the other
party or the Company any correspondence received by it which properly belongs
to any other party.


 


29





















 


6.05         No Disclosure; Press Releases.


 


(a)           Each
of Purchaser and each Stockholder agrees that it shall not make any public
announcement or issue any press release in connection with the transactions
contemplated hereby, except (i) as provided in Section 6.05(b) or (ii) if
Purchaser or any Stockholder (x) is ordered to make such disclosure by a court
of competent jurisdiction or (y) is advised by legal counsel that such
disclosure is required under applicable Laws or the rules and regulations of
any stock exchange upon which Purchaser’s securities are traded, in which case
the party making the required disclosure shall inform the other party as to the
timing and contents of such disclosure prior to making such disclosure.


 


(b)           Each of
Purchaser and each Stockholder shall not issue any press release in connection
with the transactions contemplated hereby, without prior approval of the other
party.  Any subsequent press release or
public announcement made by either party hereto after approval of a press
release shall be consistent with (including in scope) the mutually agreed upon
press release or releases.


 


6.06         Transfer Taxes.  The Stockholders, on the one hand, and
Purchaser, on the other hand, shall each pay half of any state or local sales,
transfer or like taxes payable in connection with the transactions contemplated
pursuant to this Agreement, including, without limitation, any stock transfer
or stamp Taxes in respect of the transfer of the Shares.


 


6.07         Guarantees, Joint Obligations.  To the extent that (a) any Stockholder
is a guarantor of any obligations of the Company to any third party, including,
without limitation, obligations under any equipment lease or contract, or
(b) any Stockholder is jointly liable with the Company on any contract, the
Company agrees that it shall promptly use commercially reasonable efforts
(without any expenditure of monies) to have the Stockholders released from all
such guarantees.


 


30





















 


6.08         Employment Agreements.  Concurrently with their execution of this
Agreement, the individuals set forth on Schedule 6.08 shall enter
into employment agreements (collectively, the “Employment Agreements”)
with the Company.


 


6.09         Record Retention.  Gary Fudge, Joshua Speyer and Jason Phillips
(the “Founders”) shall maintain any agreements, documents, books, records and
files relating to the Company (collectively, “Records”) in their possession for
a period of six (6) years following the Closing Date, or, in the case of
Records related to Taxes, until the expiration of the applicable statute of
limitations; provided that if any Founder intends to destroy any Records after
such time period, such Founder shall first offer such Records to the Purchaser
prior to any such destruction.


 


6.10         Working Capital Funds.  On the Closing Date, the Company shall retain
at least $1,300,000 on hand to meet the Company’s working capital obligations,
which amount shall be increased to at least a total of $1,500,000 (the “Working
Capital Requirement”) within three (3) days of the date hereof, and
which Working Capital Requirement is a good faith estimate of the expenses of
the Company for the 30-day period following the Closing Date and the Company’s
current obligations.


 


6.11         Non-Compete Agreements.


 


(a)           For
a period of three (3) years from the date hereof, each of Craig Buccola,
Ann Wagner and Todd Busby agrees that he or she shall not serve as an employee,
consultant, officer, director, lender, manager or member of any company or
other entity, or act as a sole proprietor of any company or entity, or own or
acquire or operate any company or entity that engages in a business that
competes, directly or indirectly, with the business of the Company as currently
conducted (each a “Competing Entity”).


 


31





















 


(b)           For
a period of five (5) years from the date hereof, Gary Fudge agrees that he
shall not serve as an employee, consultant, officer, director, lender, manager
or member of any Competing Entity, or act as a sole proprietor of any Competing
Entity or own, acquire or operate any Competing Entity.


 


(c)           Each
of Joshua Speyer and Jason Phillips agrees that, from the period commencing on
the date hereof and ending three (3) years from the earlier of
(i) his termination of employment from the Company or (ii) the Select
Call Closing Date, the Call Closing Date or the Put Closing Date, as applicable
(as such terms are defined in the Stockholders Agreement), he shall not serve
as an employee, consultant, officer, director, lender, manager or member of any
company or entity, or act as a sole proprietor of any company or entity or own,
acquire or operate any company or entity that engages in a business that
competes, directly or indirectly, with the business of the Company as currently
conducted or conducted prior to the earlier of his termination of employment or
the Select Call Closing Date, the Call Closing Date or the Put Closing Date, as
applicable.


 


6.12         Recognition Bonuses.  Schedule 6.12 sets forth the amount and date of
certain payments to be made to certain employees of the Company as determined
by the Board of Directors prior to the date hereof (each a “Recognition
Payment”).  To the extent any amounts
need to be contributed to the Company to ensure the full funding of such Recognition
Payments, the Founders shall have sole responsibility to fund such additional
amounts, including such amounts necessary for any employment-related Taxes
associated with such payments, and shall provide funds to the Company no later
than 10 calendar days before the date of payment.   If the Founders fail to contribute the
requisite amount of funds necessary to pay the Recognition Payments, any
dividends payable to the Founders pursuant to Section 3.1 of the
Stockholders


 


32





















 


Agreement shall be withheld until such funds are
provided in full.   The Company shall pay
the Recognition Payments, in such amounts and on such dates as has been
previously designated by the Board of Directors of the Company, to each
designated person regardless of whether such person continues to be employed by
the Company and regardless of such person’s title, duties or performance at the
Company after the date hereof.  
Notwithstanding anything herein, at no time shall Primedia have
any obligation with respect to any Recognition Payments, including, without
limitation, the funding or payment thereof.


 


ARTICLE VII



 


CLOSING
DELIVERIES


 


7.01         Documents to be Delivered by the Stockholders.  Concurrently with the execution of this Agreement,
the Stockholders and the Company shall deliver to Purchaser the following:


 


(a)           certificates
representing all of the Shares;


 


(b)           (i) a
copy of resolutions adopted by the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and the
Company’s Additional Agreements as applicable, and (ii) a certificate of a
duly authorized officer of the Company, dated the Closing Date, stating that
such resolutions were duly adopted and are in full force and effect at such
date, and setting forth the incumbency of each person executing this Agreement,
or any document required by this Section 7.01 on behalf of the Company;


 


(c)           the
Employment Agreements;


 


33





















 


(d)           the
Contribution Agreement dated as of the date hereof between the Company and
Purchaser relating to the contribution of Purchaser’s online automotive assets
to the Company (the “Contribution Agreement”);


 


(e)           the
Stockholders Agreement dated as of the date hereof between the Company,
Purchaser and the stockholders and optionholders of the Company relating to
certain rights and obligations of such parties with respect to their interest
in the Company (the “Stockholders Agreement”);


 


(f)            the
Shared Services Agreement dated as of the date hereof between the Company and
Purchaser (the “Shared Services Agreement”);


 


(g)           the
License Agreement dated as of the date hereof between the Company and Purchaser
(the “License Agreement”); and


 


(h)           a certificate duly executed by an executive officer of the Company and a
form of notice to the Internal Revenue Service in accordance with the
requirements of Regulations §1.897-2(h)(2) and
in a form reasonably satisfactory to Purchaser, dated the Closing Date.


 


7.02         Documents to be Delivered by Purchaser.  Concurrently with the execution of this
Agreement, Purchaser shall deliver to the Stockholder Representatives the
following:


 


(a)           (i) a
copy of resolutions adopted by the Board of Directors (or executive committee
thereof) of Purchaser authorizing the execution, delivery and performance of
this Agreement and the Purchaser’s Additional Agreements as appropriate, and
(ii) a certificate of a duly authorized officer of Purchaser, dated the
Closing Date, stating that such resolutions were duly adopted and are in full
force and effect at such date, and setting forth the


 


34





















 


incumbency of each person executing this Agreement, or any document
required by this Section 7.02 on behalf of Purchaser;


 


(b)           the
Employment Agreements;


 


(c)           the
Contribution Agreement;


 


(d)           the
Stockholders Agreement;


 


(e)           the
Shared Services Agreement; and


 


(f)            the
License Agreement;


 


7.03         Funds to be Delivered.  Concurrently with the execution of this
Agreement, Purchaser shall wire to the Stockholder Representatives the Base
Purchase Price.


 


ARTICLE VIII


 


INDEMNIFICATION


 


8.01         Survival.  The covenants, representations and warranties
of the Company and the Stockholders, on the one hand, and Purchaser, on the
other hand, shall survive the Closing Date until the twelve (12) month
anniversary of the Closing Date, other than (i) the representations and
warranties in Sections 4.01 (Organization of the Company), 4.02 (Capitalization
of Company and Title to Shares), 4.03 (Authorization of Agreement), 4.17
(Environmental Matters), 5.01 (Organization of Purchaser) and 5.02
(Authorization of Agreement), all of which shall survive indefinitely,
(ii) the representations and warranties in Section 4.18 (Taxes),
which shall survive until the expiration of the applicable statute of
limitations, (iii) any covenants and agreements on the part of the
Company, Stockholders or Purchaser, as applicable, set forth herein to be
performed


 


35





















 


at and after the Closing Date and having no specified term shall
survive indefinitely and (iv) any covenants and agreements on the part of
the Company, Stockholders or Purchaser, as applicable, set forth herein to be
performed at and after the Closing Date and having a specified term shall
survive until the end of such specified term. 
The expiration of any covenant, representation or warranty shall have no
effect on the continued validity of any claim if written notice was given in
accordance with this Article VIII before the date of such expiration.


 


8.02         Indemnification by the Stockholders.


 


(a)           Subject
to the provisions of this Article VIII, the Stockholders, jointly and
severally, shall indemnify, defend and hold harmless Purchaser, Purchaser’s
parent, subsidiaries and other affiliates (other than the Company) and their
respective officers, directors, employees, agents and representatives from,
against and in respect of any and all damages, losses, charges, claims,
penalties, liabilities, demands, actions, suits, costs and expenses (including,
without limitation, all fines, interest, amounts paid in settlement and
reasonable legal fees and expenses) (collectively, the “Claims”), that
arise from or relate or are attributable to (i) any breach by the Company
or the Stockholders of any representation or warranty made by the Company and
the Stockholders, in each case, under Article IV hereof, (ii) any
breach of any covenant or agreement on the part of the Company or any of the
Stockholders set forth in this Agreement, (iii) any liability or
obligation to brokers retained by the Company in connection with the
transactions contemplated by this Agreement or (iv) any liability or
obligation to Stockholders or the former stockholders of the Company listed on Schedule 2.02
relating to the distribution of the Purchase Price by the Stockholder
Representatives.


 


(b)           Notwithstanding
the foregoing, no Stockholder shall have any liability to indemnify any
Indemnitee on account of any Claim or series of related Claims pursuant to clauses
(i) and (ii) of Section 8.02(a) (other than representations
made under Sections 4.02 (Capitalization of Company and Title to Shares), as to
which the threshold amount set forth in


 


36





















 


this Section 8.02(b) shall not apply) unless and until, and
only to the extent that, the aggregate liability of the Stockholders in respect
of such Claims, when aggregated with the liability in respect of all such other
Claims made pursuant to clauses (i) and (ii) of Section 8.02(a),
amounts to more than $1,000,000, whereupon the Stockholders shall be liable to
pay such amounts due pursuant to clauses (i) and (ii) of
Section 8.02(a) only in excess thereof.


 


(c)           The
maximum aggregate liability of Stockholders for any and all Claims under
clauses (i) and (ii) of Section 8.02(a) shall not exceed
$15,000,000 in the aggregate (the “Cap”); provided that the maximum
aggregate liability of each individual Stockholder for any and all Claims under
clauses (i) and (ii) of Section 8.02(a) (other
representations made under Sections 4.02 (Capitalization of Company and Title
to Shares), as to which the limitation set forth in this
Section 8.02(c) shall not apply) shall not exceed the product of the
Cap multiplied by such Stockholders’ percentage interest in the Company set
forth in Schedule 8.02 hereto.


 


(d)           In
addition to the foregoing, the Stockholders, jointly and severally, shall
indemnify, defend and hold harmless Purchaser, Purchaser’s parent, subsidiaries
and other affiliates (other than the Company) from and against any and all
Claims incurred in connection with or arising out of (a) any Taxes of any
of the Company with respect to any Tax period or portion thereof ending on or
before the Closing Date (or for any Tax year beginning before and ending after
the Closing Date, to the extent allocable (as determined in the following
sentence) to the portion of such period beginning before and ending on the
Closing Date), and (b) the unpaid Taxes of any Person (other than the
Company) under Treasury regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract, or otherwise.  For purposes of
the preceding sentence, in the case of any Taxes that are imposed on a periodic
basis and are payable for a Tax period that includes (but does not end on) the
Closing


 


37





















 


Date, the portion of such Tax that relates to the portion of such Tax
period ending on the Closing Date shall (x) in the case of any Taxes other than
Taxes based upon or related to income or receipts, be deemed to be the amount
of such Tax for the entire Tax period multiplied by a fraction the numerator of
which is the number of days in the Tax period ending on the Closing Date and
the denominator of which is the number of days in the entire Tax period, and
(y) in the case of any Tax based upon or related to income or receipts, be
deemed equal to the amount which would be payable if the relevant Tax period
ended on the Closing Date.


 


(e)           In
addition to any other rights Purchaser may have, Purchaser shall be permitted
to set off against any payments to be made by Purchaser under this Agreement or
the Stockholders Agreement any indemnification payments that the Stockholders
are obligated to pay to Purchaser pursuant to any final adjudication of any
claims hereunder by a court of competent jurisdiction.


 


8.03         Indemnification by Purchaser.


 


(a)           Subject to
the provisions of this Article VIII, Purchaser shall indemnify, defend and
hold harmless the Stockholders and their respective agents and representatives
from, against and in respect of any and all Claims that arise from or relate or
are attributable to (i) any breach by Purchaser of any representation or
warranty made by Purchaser, in each case, under Article V hereof,
(ii) any breach of any covenant or agreement on the part of Purchaser set
forth in this Agreement or in any of Purchaser’s Additional Agreements and
(iii) any liability or obligation to brokers retained by Purchaser in connection
with the transactions contemplated by this Agreement.


 


(b)           The
maximum aggregate liability of Purchaser for any and all Claims under clause
(i) of Section 8.03(a) shall not exceed $15,000,000 in the
aggregate.


 


38





















 


8.04         Notice to the Indemnitor.  Promptly after the assertion of any claim by
a third party or occurrence of any event which may give rise to a claim for
indemnification from an indemnifying party (the “Indemnitor”) under this
Article VIII, an indemnified party (the “Indemnitee”) shall notify
the Indemnitor in writing of such claim. 
In any case where one or more of the Indemnitors is a Stockholder, the
notification shall be made to the Stockholder Representatives.  The Indemnitor shall then have thirty (30)
days to advise the Indemnitee whether the Indemnitor accepts the defense of
such claim and the Indemnitor shall have no obligation to the Indemnitee for
legal fees incurred by the Indemnitee before or after the date of any
assumption of the defense by the Indemnitor. 
The Indemnitor shall in no way be liable to the Indemnitee for any claim
not presented to the Indemnitor by the Indemnitee for a defense within thirty
(30) days of the claim being presented in writing to the Indemnitee by the
party making the claim.


 


8.05         Right of Parties to Settle or Defend.  If the Indemnitor determines to accept the defense of such claim, the Indemnitee shall have
the right to be represented by its own counsel at its own expense, its
participation to be subject to reasonable direction of the Indemnitor, and the
Indemnitee shall provide all requested waivers and authorities for the
Indemnitor to act on behalf of the Indemnitee. 
If the Indemnitor fails to undertake the defense of or settle or pay any
such third party claim within thirty (30) days after the Indemnitee has given
written notice to the Indemnitor of the claim, or if the Indemnitor, after
having given such notification to the Indemnitee, fails within thirty (30) days
to defend, settle or pay such claim, then the Indemnitee may take any and all
necessary action to dispose of such claim; provided,  however,
that in no event shall the Indemnitee settle such claim without the prior
consent of the Indemnitor.


 


39





















 


8.06         Settlement
Proposals.


 


(a)           In
the event the Indemnitee desires to settle any third-party claim the defense of
which has not been assumed by the Indemnitor, the Indemnitee shall advise the
Indemnitor in writing of the amount it proposes to pay in settlement thereof
(the “Proposed Settlement”).  The
Indemnitor shall have twenty (20) days after the Indemnitor’s receipt of the
notice of the Proposed Settlement to advise the Indemnitee whether it accepts
the Proposed Settlement.  If the
Indemnitor notifies the Indemnitee that it accepts the Proposed Settlement or
does not deliver such notice within twenty (20) days after receipt of notice
from the Indemnitee, the Indemnitee may offer the Proposed Settlement to the
third party making the claim.  If, after
approval by the Indemnitor, the Proposed Settlement is not accepted by the
party making such claim, any new Proposed Settlement figure which the
Indemnitee may wish to present to the party making such claim shall again first
be presented to the Indemnitor in accordance with the provisions of this
Section 8.06.


 


(b)           Except as
provided in the immediately following sentence, the Indemnitor may settle such
third-party claim that it has agreed to accept the defense of on any terms
which it may deem reasonable.  In the
event the Indemnitor desires to settle such third-party claim, the Indemnitor
shall not, without the Indemnitee’s prior written consent, (i) settle or
compromise such proceeding, claim or demand, or consent to the entry of any
judgment which does not include as an unconditional term thereof the delivery
by the claimant or plaintiff to the Indemnitee of a written release from all
liability in respect of such proceeding, claim or demand or (ii) settle or
compromise any such proceeding, claim or demand, in any manner that may
materially adversely affect the Indemnitee.


 


40





















 


8.07         Exclusive
Remedy; No Special Damages.


 


(a)           The
indemnification obligations of this Article VIII shall be the sole and
exclusive remedy for all claims for breach of any representation, warranty,
covenant or agreement under this Agreement, and no other remedy shall be had in
contract, tort or otherwise.


 


(b)           No
Indemnitee shall have any right to seek indemnification hereunder, for any
Losses for consequential, incidental, special, exemplary, punitive, indirect or
multiple damages, including lost profits, connected with or resulting from any
breach of this Agreement, or actions undertaken in connection with or related
hereto, including any such Losses which are based upon breach of contract,
tort, breach of warranty, strict liability, statute, operation of law or any
other theory of recovery.


 


8.08         Reimbursement.  At the time the amount of any liability on
the part of the Indemnitor under this Article VIII is determined (which,
in the case of payments to third persons, shall be the earlier of (i) the
date of such payments by the Indemnitee or (ii) the date that a court of
competent jurisdiction shall enter a final judgment, order or decree (after
exhaustion of appeal rights) establishing such liability), the Indemnitor
shall, within thirty (30) days after receipt of notice from the Indemnitee, pay
to the Indemnitee the amount of the indemnity claim.


 


8.09         Certain Adjustments.  The parties
agree that any indemnification payments made pursuant to this Agreement shall
be treated for Tax purposes as an adjustment to the Purchase Price, unless
otherwise required by applicable law. 
Such payments shall not be reduced to take account of any actual Tax
benefits realized by the Purchaser arising from the incurrence or payment of
the indemnifiable Claim by the Indemnitor. 
In addition, such payments shall be net of any amounts actually
recovered by the Indemnitee under insurance policies with respect to such
payments.


 


41





















 


ARTICLE IX



 


TAX
MATTERS


 


9.01         Tax Returns.


 


(a)           The
Company shall prepare or cause to be prepared and file or cause to be filed all
Tax Returns of the Company for all Tax periods ending on or prior to the
Closing Date which are filed after the Closing Date.  The Company shall permit the Stockholder
Representatives to review and comment on each such Tax Return described in the
preceding sentence prior to filing and shall make such revisions to such Tax
Returns as are reasonably requested by the Stockholder Representatives.  No such Tax Return shall be filed without the
prior consent of the Stockholder Representatives, which consent shall not be unreasonably
withheld or delayed.


 


(b)           The
Company shall prepare or cause to be prepared and file or cause to be filed any
Tax Returns of any of the Company for Tax periods which begin before the
Closing Date and end after the Closing Date. 
The Company shall permit the Stockholder Representatives to review and
comment on each such Tax Return described in the preceding sentence prior to
filing and shall make such revisions to such Tax Returns as are reasonably
requested by the Stockholder Representatives. 
No such Tax Return shall be filed without the prior consent of the
Stockholder Representatives, which consent shall not be unreasonably withheld
or delayed.


 


(c)           On
or after the Closing Date, neither Purchaser nor the Company or any
Stockholder, respectively, shall amend any Tax Return, consent to the waiver or
extension of the statute of limitations relating to Taxes of the Company, take
any Tax position on any Tax Return, or compromise or settle any Tax liability,
if such action could have the effect of increasing the Tax liability or
reducing any Tax asset of the Stockholders or Purchaser, respectively, in each
case, without the other party’s written consent, which consent shall not be
unreasonably withheld


 


42





















 


or delayed.


 


9.02         Cooperation.  The Stockholders, the Company and Purchaser
shall reasonably cooperate, and shall cause their respective affiliates,
officers, employees, agents, auditors and representatives reasonably to
cooperate, in preparing and filing all Tax Returns, including maintaining and
making available to each other all records necessary in connection with Taxes
and in resolving all disputes and audits relating to Taxes with respect to all
Taxable periods.


 


9.03         Definitions.  For purposes of this Agreement,


 


(a)           “Tax”
or “Taxes” means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code §59A),
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, ad
valorem, sales, use, transfer, registration, value added, alternative or add-on
minimum, abandoned or unclaimed property subject to the escheatment laws of any
state, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.


 


(b)           “Person”
means any individual, corporation, limited or general partnership, limited
liability company, limited liability partnership, trust, association, joint
venture, Governmental Entity and other entity and group (which term shall
include a “group” as such term is defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended).


 


(c)           “Tax
Return” shall mean any return, report, statement, election, information
return or other document (including schedules or any related or supporting
information), and any amendment thereof, 
filed or required to be filed with any Governmental


 


43





















 


Authority in connection with the determination, assessment or
collection of any Tax or the administration of any Laws relating to any Tax.


 


ARTICLE X



 


MISCELLANEOUS


 


10.01       Entire Agreement.  This Agreement (together with the Schedules
and Exhibits hereto and the Additional Agreements) contains, and is intended
as, a complete statement of all of the terms of the arrangements between the
parties with respect to the matters provided for herein, and supersedes any
previous agreements and understandings between the parties with respect to
those matters; provided, however, that the Nondisclosure Agreement dated
June 14, 2005 (the “Confidentiality Agreement”) shall remain in
full force and effect according to its terms.


 


10.02       Governing Law; Jurisdiction.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the state of New
York.  Purchaser and each Stockholder
hereby irrevocably submit to the jurisdiction of any United States Federal
Court (or, if such court shall not have jurisdiction, any New York State Court)
sitting in New York City (and any appellate court therefrom) over any action or
proceeding arising out of or relating in any manner (whether in contract, tort
or otherwise) to this Agreement.  Each of
Purchaser and each Stockholder hereby irrevocably waives any objection that it
may have to venue and the defense of an inconvenient forum to the maintenance
of such action or proceeding.


 


10.03       Amendment; Waiver.  No provision of this Agreement may be amended
or modified except by an instrument or instruments in writing signed by the
parties hereto. Any party may waive compliance by another with any of the
provisions of this Agreement.  No waiver
of any provision hereof shall be construed as a waiver of any other


 


44





















 


provision or subsequent breach. 
Any waiver must be in writing. 
The failure of any party hereto to enforce at any time any provision
hereof shall not be construed to be a waiver of such provision or to affect in
any way the validity hereof or any part hereof or the right of any party
thereafter to enforce each and every such provision.


 


10.04       Notices.  All notices and other communications under
this Agreement shall be in writing and shall be deemed given when delivered
personally, mailed by registered mail, return receipt requested, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
by facsimile to the parties at the following addresses (or to such other
address as a party may have specified by notice given to the other party
pursuant to this provision):


 


If to the Purchaser, to
it at:


 


PRIMEDIA, Inc.


745 Fifth Avenue


New York, NY  10151


Attention:  Sheila Spence


Phone:      (212) 745-0100


Fax:          (212) 745-0645


 


With a copy to:


 


PRIMEDIA, Inc.


745 Fifth Avenue


New York, NY  10151


Attention:  General Counsel


Phone:      (212)
745-0100


Fax:          (212) 745-0131


 


45





















 


If to Stockholders, to
the Stockholder Representatives at:


 


Automotive.com, Inc.


230 Commerce


Suite 290


Irvine, CA  92602


Attention: Gary Fudge,
Jason Phillips and Joshua Speyer


Phone:     (714) 389-5000


Fax:         (714) 389-5065


 


With a copy to:


 


Latham & Watkins
LLP


650 Town Center Drive


Suite 2000


Costa Mesa, CA 92626


Attention:  R. Scott Shean


Phone:      (714) 540-1235


Fax:          (714) 755-8290


 


10.05       Separability.  If any provision of this Agreement is held by
any court of competent jurisdiction to be illegal, invalid or unenforceable,
such provision shall be of no force and effect, but the illegality, invalidity
or unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.


 


10.06       Assignment and Binding Effect.  Neither party hereto may assign any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of the other party hereto. 
All of the terms and provisions of this Agreement shall be binding on,
and shall inure to the benefit of, the respective legal successors and
permitted assigns of the parties.


 


10.07       No Benefit to Others.  The representations, warranties, covenants
and agreements contained in this Agreement and the Additional Agreements are
for the sole benefit of the parties hereto and thereto and their respective
successors and permitted assigns and shall not be construed as conferring and
are not intended to confer any rights on any other persons;


 


46





















 


provided, however, that the Company’s employees are intended
third-party beneficiaries of Purchaser’s obligations in Section 6.02
hereof.


 


10.08       Counterparts.  This Agreement may be executed by facsimile
in two (2) or more counterparts, each of which shall be deemed an
original, and each party thereto may become a party hereto by executing a
counterpart hereof.  This Agreement and
any counterpart so executed shall be deemed to be one and the same instrument.


 


10.09       Interpretation.  Article titles, headings to sections and
the table of contents are inserted for convenience of reference only and are
not intended to be a part or to affect the meaning or interpretation
hereof.  The Schedules referred to herein
shall be construed with and as an integral part of this Agreement to the same
extent as if they were set forth verbatim herein.  The specification of any dollar amount in the
representations and warranties contained in this Agreement or the inclusion of
any specific item in any schedule hereto is not intended to imply that
such amounts or higher or lower amounts, or the items so included or other
items, are or are not material, and no party hereto shall use the fact of the
setting of such amounts or the inclusion of any such item in any dispute or
controversy between the parties as to whether any obligation, item or matter
not described herein or included in a Schedule is or is not material for
purposes hereof.  As used herein,
“include”, “includes” and “including” are deemed to be followed by “without
limitation” whether or not they are in fact followed by such words or words of
like import; “writing”, “written” and comparable terms refer to printing,
typing, lithography and other means of reproducing words in a visible form;
references to a person are also to its successors and permitted assigns;
“hereof”, “herein”, “hereunder” and comparable terms refer to the entirety
hereof and not to any particular article, section or other subdivision
hereof or attachment hereto; references to any gender include references to the
plural and vice


 


47





















 


versa; references to this Agreement or other documents are as amended
or supplemented from time to time; references to “Article”, “Section” or
another subdivision or to an attachment or “Schedule” are to an article,
section or subdivision hereof or an attachment or “Schedule” hereto.


 


10.10       Disclosure.  Any representation made “to the knowledge of
Purchaser” or “to Purchaser’s knowledge” shall mean to the knowledge of the
individuals set forth on Schedule 10.10 attached to this Agreement.


 


10.11       No Presumption.  This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation
against the party drafting.


 


[SIGNATURE PAGE TO
FOLLOW]


 


48





















 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.


 


 


	
   

  	
  PURCHASER

  
	
   

  	
   

  	
   

  
	
   

  	
  PRIMEDIA, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Christopher Fraser

  	
   

  
	
   

  	
   

  	
  Name:  Christopher Fraser

  	
   

  
	
   

  	
   

  	
  Title:    Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  Automotive.com, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jason Phillips

  	
   

  
	
   

  	
   

  	
  Name:  Jason Phillips

  	
   

  
	
   

  	
   

  	
  Title:    COO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  Chris and Pamela Callahan

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Chris and Pamela Callahan

  	
   

  
	
   

  	
  Chris and Pamela Callahan

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Daniel D. Ferrell

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Daniel D. Ferrell

  	
   

  
	
   

  	
  Daniel D. Ferrell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gerry E. Naegle

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gerry E. Naegle

  	
   

  
	
   

  	
  Gerry E. Naegle

  	
   

  



 


EXECUTION COPY


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


 





















 


	
   

  	
  James R. Phillips, as Custodian for Senna Nichole
  Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James R. Phillips

  	
   

  
	
   

  	
  James R. Phillips

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James R. Phillips, as Custodian for Lucille Rose
  Opal

  Polich

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James R. Phillips

  	
   

  
	
   

  	
  James R. Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tod A. and Caren T. Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Tod A. Phillips and Caren T. Phillips

  	
   

  
	
   

  	
  Tod A. and Caren T. Phillips

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jodie Anne Phillips Polich

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jodie Anne Phillips Polich

  	
   

  
	
   

  	
  Jodie Anne Phillips Polich

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Daniel N. Rohr, Sr.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Daniel N. Rohr, Sr.

  	
   

  
	
   

  	
  Daniel N. Rohr, Sr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Carol and Franklin Speyer, JTWROS

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Carol Speyer and Franklin Speyer

  	
   

  
	
   

  	
  Carol and Franklin Speyer, JTWROS

  	
   

  



 


EXECUTION COPY


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


 





















 


	
   

  	
  Joshua A. Speyer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua A. Speyer

  	
   

  
	
   

  	
  Joshua A. Speyer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jason E. Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason E. Phillips

  	
   

  
	
   

  	
  Jason E. Phillips

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James R. Phillips and Meredith Coleman Revocable
  Trust

  Dated 8/23/93

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith Coleman Phillips and James R. Phillips

  	
   

  
	
   

  	
  Name:

  	
  Meredith Coleman Phillips and James R. Phillips

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert W. LeMaster and Rosalie T. LeMaster, Trustees
  of

  the Robert W. and Rosalie T. LeMaster Trust U/A DTD



  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rosalie T. LeMaster

  	
   

  
	
   

  	
  Name:

  	
  Rosalie T. LeMaster

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary A. Fudge, Trustee of the Trust of Gary A. Fudge

  U/D/T Dated January 27, 1997

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary A. Fudge

  	
   

  
	
   

  	
  Name:

  	
  Gary A. Fudge

  	
   

  
	
   

  	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Todd Busby

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Busby

  	
   

  
	
   

  	
  Todd Busby

  	
   

  
								



 


EXECUTION COPY


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


 





















 


	
   

  	
  Ann Wagner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Wagner Phillips

  	
   

  
	
   

  	
  Ann Wagner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Patrick Eger

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Eger

  	
   

  
	
   

  	
  Patrick Eger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Craig Buccola

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Buccola

  	
   

  
	
   

  	
  Craig Buccola

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gary Hibbard

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Hibbard

  	
   

  
	
   

  	
  Gary Hibbard

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chad Hayashibara

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad Hayashibara

  	
   

  
	
   

  	
  Chad Hayashibara

  	
   

  



 


EXECUTION COPY


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


 





















 


	
   

  	
  Fudge Family Foundation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary A. Fudge

  	
   

  
	
   

  	
  Gary A. Fudge, President

  	
   

  



 


EXECUTION COPY


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT