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1、STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of December 31, 2008, by and among lntelius Inc., a Delaware corporation (the Buyer), and the Persons identified as Stockholders on the signature pages attached hereto (collectively, the Stockholders and each a Stockh
2、older). WHEREAS, the Stockholders collectively own all of the issued and outstanding capital stock of Zaba, Inc., a Delaware corporation (theCompany), which as of the date hereof consists of 290,155 shares of Common Stock, $.001 par value (theShares). WHEREAS, upon the terms and subject to the condi
3、tions set forth herein, the Buyer desires to acquire from the Stockholders, and such Stockholders desire to sell to the Buyer, all of the Shares as of the Closing. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and suf
4、ficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section1.01 Definitions The following terms, as used herein, have the following meanings: Affiliate means (except as otherwise specifically defined herein), as to any Person, any other Person which,
5、 directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or ca
6、use the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. Allocation Percentage means, with respect to each Stockholder, the product of (i)the per share portion and (ii)the number of sha
7、res of Common Stock held by such Stockholder before giving effect to the transactions contemplated hereby. Cash means cash and currently realizable current assets including without limitation all cash equivalents and marketable securities. Cash Amount means the balance of all Cash held by the Compan
8、y or any Subsidiary as of the close of business on the Closing Date before giving effect to the transactions contemplated hereby. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and any reference to any particular Code section shall be
9、interpreted to include any revision of or successor to that section regardless of how numbered or classified. Company Intellectual Property means the Company Scheduled Intellectual Property and all other Intellectual Property owned by the Company. Delaware Code means the General Corporation Law of t
10、he state of Delaware. Employee Benefit Plan means each retirement, welfare, severance, incentive or bonus, deferred compensation, profit sharing, vacation or paid-time-off, stock purchase, stock option or equity incentive plan, program, policy, agreement or arrangement, and any other employee benefi
11、t plan, program, policy, agreement or arrangement that is maintained or contributed to by the Company or any Subsidiary or with respect to which the Company or any Subsidiary has or could reasonably be expected to have any liability. Escrow Agent means Wells Fargo Bank, as escrow agent, or any succe
12、ssor escrow agent appointed. Escrow Amount means $1,000,000. GAAP means United States generally accepted accounting principles, consistently applied. Indebtedness means, with respect to any Person at any date, without duplication, all liabilities, obligations and commitments of such Person, includin
13、g without limitation (a)under capitalized leases, (b)for any borrowed money (including specifically any outstanding loans to Lloyd I. Miller), (c)for the deferred purchase price of property or services, (d)for unpaid fees of any kind owed to any Person, (e)for wages and payroll taxes payable, (f)for
14、 accounts and credit cards payable and other current liabilities, (g)under employee benefit arrangements, employment agreements, deferred compensation or other similar arrangements which come due as a result of the transactions contemplated hereby, including any change of control, stay or transactio
15、n bonuses, (h)any Tax liabilities, (i)certain possible incremental corporate Tax liabilities estimated to be $1,300,000 (j)the portion of Notes Receivable from Nicholas J. Matzorkis and Robert Zakari repayable to other Stockholders estimated to be approximately $274,000 (k)guaranties of any of the f
16、oregoing, and (j) all accrued interest, prepayment premiums or penalties and fees on the foregoing which would be payable if such obligations were paid in full as of such date. Indebtedness Payoff Amount means the amount required to repay all outstanding Indebtedness of the Company as of the Closing
17、 Date before giving effect to the transactions contemplated hereby. Indemnity Allocation Percentage means, with respect to each Stockholder, the product of (i)the per share portion and (ii)the number of shares of Common Stock held by such Stockholder before giving effect to the transactions contempl
18、ated hereby. Intellectual Property means all of the following in any jurisdiction throughout the world: (i)patents, patent applications and patent disclosures; (ii)trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwi
19、ll associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv)registrations and applications for registrations of the foregoing; (v)trade secrets, confidential information, know-how and inventions; and (vi)other intellectual property. Knowledge when used in the phrase to th
20、e Knowledge of the Company or similar phrases means, and shall be limited to what the following individuals knew or would have known after due inquiry: Nicholas J. Matzorkis, Robert Zakari and Lloyd I. Miller. Material Adverse Effect means any event, change, circumstance or effect that individually
21、or in the aggregate has had or would reasonably be expected to have a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Company , taken as a whole, except for any such effects resulting from (a)the transactions contemplated by this Ag
22、reement or the announcement thereof, (b)changes in general economic or political conditions or the securities markets in general, (c)changes, after the date of this Agreement, in conditions generally applicable to businesses in the same industries of the Company including (i) changes in Laws general
23、ly applicable to such businesses or industry and (ii)changes in applicable Law or in GAAP or its application, or (d)national or international hostilities, acts of terror, or acts of war, provided that in the case of the foregoing clauses (a) - (d), except to the extent such event, change, circumstan
24、ce or effect disproportionately impacts the Company taken as a whole relative to other companies in the industries in which the Company operates. Permitted Liens means any (i)Liens in respect of Taxes not yet due and payable; (ii)mechanics, carriers, workmens, repairmens, statutorily imposed or othe
25、r like Liens arising or incurred in the ordinary course of business; (iii)Liens arising under original purchase price conditional sales contracts and equipment leases with third parties that are contracts entered into in connection with the Company; (iv)limitations on the rights of the Company under
26、 any Contract or real property lease that are expressly set forth in such contract or lease; (v)survey exceptions, imperfections of title, Liens or other title matters affecting any tangible asset owned by the Company that would not, individually or in the aggregate have a Material Adverse Effect; a
27、nd (vi) with respect to the leased real property, zoning, building codes and other land use laws regulating the use or occupancy of such leased real property or the activities conducted thereon that are imposed by any governmental authority having jurisdiction over such leased real property that are
28、 not violated by the operation of the business of the Company. Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. Reference Bala
29、nce Sheet means the unaudited balance sheet of the Company as of November30, 2008. Subsidiary means any entity, the securities or other ownership interests of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are directly
30、 or indirectly owned by the Company. Tax means any federal, state, local or foreign income, gross receipts, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, stamp, excise, occupation, sales, use, transfer, customs
31、 duties, capital gain, severance, windfall profits, license, payroll, value added, alternative minimum, estimated or other tax, assessment, duty, fee, levy or other governmental charge (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any
32、 interest, penalty or addition thereto. Tax Returns means any return, report, claim for refund, declaration of estimated Tax, information return or other document (including elections, waivers, extensions, declarations, disclosures, estimates, schedules or any related or supporting information) file
33、d or required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax. ARTICLE 2 PURCHASE AND SALE Section2.01 Estimated
34、Purchase Price. On or before the fifth (5th) business day preceding the Closing Date, Buyer shall in good faith estimate, on a reasonable basis using then available financial information, the Cash Amount (such estimate is referred to as the Estimated Cash Amount) and the Indebtedness Payoff Amount (
35、such estimate is referred to as the Estimated Indebtedness Amount), The Estimated Purchase Price means the net amount equal to the sum of the following: (A) $15,000,000 (the Transaction Value), (B)plus the Estimated Cash Amount, (C)less the Estimated Indebtedness Payoff Amount, (D)less the Escrow Am
36、ount. Section2.02 Purchase and Sale of the Shares. As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Stockholder shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase and acquire from each such Stockholder, all of the Share
37、s held by such Stockholder. The purchase price to be paid for the Shares held by such Stockholder shall consist of a payment at the Closing, by wire transfer of immediately available funds to the account designated by such Stockholder, of an amount of cash equal to the Estimated Purchase Price multi
38、plied by such Stockholders Allocation Percentage. In addition, each Stockholder shall be entitled to receive any Indebtedness owed by the Company to them. Finally, each Stockholder shall be entitled to receive the aggregate distributions, if any, to the Stockholders pursuant to and in accordance wit
39、h the Escrow Agreement multiplied by such Stockholders Allocation Percentage. Section2.03 The Closing. (a)The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Buyer, at 2:30 p.m. on the fifth (5th) business day following full satisfaction or
40、 due waiver of all of the closing conditions set forth in Article7 (other than those to be satisfied at the Closing) or on such other date as is mutually agreeable to the Buyer and a majority of the Stockholders. The date of the Closing is referred to herein as the Closing Date. (b)Upon the terms an
41、d subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing: (i) each Stockholder shall deliver to the Buyer all of the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or acco
42、mpanied by duly executed stock powers or other form of assignment and transfer; (ii) the Buyer shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash-in-an-amount-equal to the Estimated Purchase Price multiplied by such
43、Stockholders Allocation Percentage; (iii) the Buyer shall deposit, for the benefit of the Stockholders, the Escrow Amount, which will be available to satisfy any amounts owed to the Buyer pursuant to Section2.04 and Section9.02(a), in an escrow account (the Escrow Account) established pursuant to th
44、e terms and conditions of an escrow agreement (the Escrow Agreement), by and among the Escrow Agent, the Buyer and the Stockholders substantially in the form of ExhibitA hereto. (iv) the Buyer shall pay on behalf of itself or the Company, or cause the Company to repay, all Indebtedness of the Compan
45、y set forth on Schedule 2.03(b)(iv) in accordance with the terms thereof; (v) the Stockholders shall deliver to the Buyer copies of the charter and bylaws of the Company, certified by an officer of the Company; (vi) the Stockholders shall deliver to the Buyer copies of resolutions of the Companys bo
46、ard of directors, certified by an officer of the Company, authorizing the agreements contemplated hereby; (vii) the Stockholders shall deliver to the Buyer certificates of good standing with respect to the Company issued by such entitys jurisdiction of organization; (viii) the Stockholders shall del
47、iver to the Buyer copies of signed resignations (to be effective upon the Closing) from each officer and director of the Company; and (ix) the Buyer and the Stockholders shall make such other deliveries as are required hereby. Section2.04 Post-Closing Adjustment. (a)Post-Closing Determination. Withi
48、n 180days after the Closing Date, the Buyer shall prepare, and deliver to the Stockholders, (i)the Buyers determinations of the Cash Amount and the Indebtedness Payoff Amount, and (ii)the Buyers calculation of the Actual Purchase Price (collectively, the Draft Computation). The Draft Computation shall be prepared and the Cash Amount and the Indebtedness Payoff Amount shall be determined on a basis using the same accounting methods, policies, pr