{"id":42536,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-agreement-netselect-inc-netselect-llc-realselect.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-agreement-netselect-inc-netselect-llc-realselect","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-agreement-netselect-inc-netselect-llc-realselect.html","title":{"rendered":"Master Agreement &#8211; NetSelect Inc., NetSelect LLC, RealSelect Inc., CDW Internet LLC, Whitney Equity Parnters LP, Allen &#038; Co., InfoTouch Corp, and Realtors Information Network Inc."},"content":{"rendered":"<pre>                               MASTER AGREEMENT\n\n          THIS MASTER AGREEMENT (this 'AGREEMENT') is entered into as of this\n26th day of November, 1996, among (i) NetSelect, Inc., a Delaware corporation\n('NetSelect'), (ii) NetSelect, L.L.C., a Delaware limited liability company\n('NetSelect LLC'), (iii) RealSelect, Inc., a Delaware corporation\n('RealSelect'), (iv) CDW Internet, L.L.C., a Delaware limited liability company\n('CDW'), (v) Whitney Equity Partners, L.P., a Delaware limited partnership\n('Whitney'), (vi) Allen &amp; Co. ('Allen'; together with CDW and Whitney, referred\nto herein as the 'Partners'), (vii) InfoTouch Corporation, a Delaware\ncorporation ('InfoTouch'), and (viii) Realtors(R) Information Network, Inc., an\nIllinois corporation ('RIN').\n\n                             PRELIMINARY STATEMENT\n\n          InfoTouch and RIN are parties to a certain Distribution and Web Site\nDevelopment Agreement, dated as of February 1, 1996, relating to, among other\nthings, the creation, and display on the Internet, of 'Real Property Ads' from\ninformation provided by real property information content providers.  The\nPartners have expressed interest, through NetSelect, in acquiring the assets of\nInfoTouch and entering, through RealSelect, into an operating agreement with RIN\nfor the purpose of, among other things, the electronic display of real property\ninformation.  The parties desire to set forth the elements of the closing of the\ntransactions required in order to accomplish that objective as well as to\nmemorialize certain other agreements in connection with such transactions.\n\n          NOW, THEREFORE, the parties hereby agree as follows:\n\n          1.   When used in this Agreement, the following terms shall have the\nrespective meanings set forth below:\n\n          'Joint Ownership Agreement' shall mean that certain Joint Ownership\n     Agreement dated as of the date hereof, among NAR, NetSelect and NetSelect\n     LLC.\n\n          'Infotouch Investors' shall mean Daniel A. Koch, Michael N. Flannery\n     and John F. Petric, Jr..\n\n          'LLC Agreement' shall mean that certain Limited Liability Company\n     Agreement dated as of the date hereof, between NetSelect and InfoTouch.\n\n          'NAR' shall mean the National Association of REALTORS(R), an Illinois\n     not for-profit corporation.\n\n          'NetSelect Class A Common Stock' shall mean shares of the Class A\n     Common Stock, $.001 par value per share, of NetSelect.\n\n          'NetSelect Class B Common Stock' shall mean shares of the Class B\n     Common Stock, $.001 par value per share, of NetSelect.\n\n \n          'NetSelect Series A Preferred Stock' shall mean shares of the Series A\n     Convertible Preferred Stock, $.001 par value per share, of NetSelect.\n\n          'NetSelect Series B Preferred Stock' shall mean shares of the Series B\n     Convertible Preferred Stock, $.001 par value per share, of NetSelect.\n\n          'NetSelect Stockholders Agreement' shall mean that certain\n     Stockholders Agreement dated as of the date hereof, among NetSelect, the\n     Partners and InfoTouch.\n\n          'Operating Agreement' shall mean that certain Operating Agreement\n     dated as of the date hereof, between RealSelect, as operator, and RIN.\n\n          'Reach Agreement' shall mean that certain letter agreement dated March\n     26, 1996, between REACH Networks, Inc. and RIN.\n\n          'RealSelect Common Stock' shall mean shares of the Common Stock, $.001\n     par value per share, of RealSelect.\n\n          'RealSelect Stockholders Agreement' shall mean that certain\n     Stockholders Agreement dated as of the date hereof, among RealSelect,\n     NetSelect LLC and RIN.\n\n          'RIN Subscription Agreement' shall mean that certain Subscription and\n     Capital Contribution Agreement dated as of the date hereof.\n\n          'Settlement Agreement and Release' shall mean the Settlement Agreement\n     and Release dated as of the date hereof, between InfoTouch and RIN.\n\n          'Stock and Interest Purchase Agreement' shall mean that certain Stock\n     and Interest Purchase Agreement dated as of the date hereof, among\n     NetSelect and NetSelect LLC, as sellers, and InfoTouch, as purchaser.\n\n          'Trademark License' shall mean that certain Trademark License dated as\n     of the date hereof, between NAR, as licensor, and RealSelect, as licensee.\n\n          2.  Subject to the conditions set forth in Section 4 hereof, on the\ndate hereof, (a) NetSelect and NetSelect LLC shall consummate the transactions\ncontemplated by the Stock and Interest Purchase Agreement in exchange for the\nissuance to InfoTouch of the number of units of NetSelect LLC interests\nspecified in Annex A to the Stock and Interest Purchase Agreement, (b) the\nPartners shall have paid, by wire transfer of immediately available funds, to\nNetSelect the respective consideration described in Exhibit A hereto as being\npaid as of the Closing for the issuance of the number of shares of NetSelect\nSeries A Preferred Stock described in said Exhibit as being issued to them as of\nthe Closing, (c) NetSelect shall have made a capital contribution to NetSelect\nLLC in the amount of $2,600,000.00, and NetSelect LLC shall have made a capital\ncontribution to RealSelect in the amount of $2,350,000.00, (d) RealSelect and\nRIN shall have entered into the Operating Agreement and (e) RealSelect shall\nhave issued to RIN the number of shares of RealSelect Common Stock specified in\nExhibit A in exchange for its\n\n                                      -2-\n\n \nentrance into the Operating Agreement, the payment of the sum of $10 and other\ngood and valuable consideration as provided in the RIN Subscription Agreement.\n\n          3.  As an inducement to the other parties to enter into this Agreement\nand to consummate the transactions contemplated hereby, each party hereby\ncovenants, represents and warrants to such other parties as follows:\n\n          (a) Such party is duly organized, validly existing and in good\n     standing under the laws of the jurisdiction of its organization, with\n     adequate power and authority to enter into this Agreement and the other\n     agreements contemplated hereby to which it will be a party.\n\n          (b) This Agreement and each other agreement to which such party will\n     be a party has been duly authorized, executed and delivered by such party\n     and, assuming due authorization, execution and delivery by the other\n     parties hereto or thereto, constitutes a valid, legal and binding\n     agreement, enforceable against such party in accordance with its terms,\n     except to the extent that the enforceability of remedies therein provided\n     may be limited under generally applicable laws relating to specific\n     performance, bankruptcy and creditors' rights.\n\n          (c) No approval consent or withholding of objections is or will be\n     required from any federal, state or local governmental authority or\n     instrumentality with respect to the entry into or performance by such party\n     of this Agreement or any other agreement contemplated hereby to which it\n     will be a party, except such as have already been obtained.\n\n          (d) The entry into and performance by such party of this Agreement and\n     each other agreement to which such party will be a party will not: (i)\n     violate any judgment, order, law or regulation applicable to such party or\n     any provision of such party's organizational documents, or (ii) to the best\n     of the knowledge of such party, result in any breach of, constitute a\n     default under or result in the creation of any lien, charge, security\n     interest or other encumbrance upon the assets of NetSelect or RealSelect\n     under any other agreement binding upon such party.\n\n          (e) Except as disclosed in Schedule M to the Operating Agreement or in\n     writing with respect to RIN, there are no suits or proceedings pending or,\n     to the best of such party's knowledge, threatened in court or before any\n     regulatory commission, board or other administrative or governmental agency\n     against or affecting such party, which if adversely decided would have a\n     material adverse effect on the ability of such party to fulfill its\n     obligations under this Agreement or any of the other agreements\n     contemplated hereby to which such party is a party.\n\n          4.  The parties' respective obligations under this Agreement are\nsubject to the satisfaction or waiver of the following conditions:\n\n                                      -3-\n\n \n          (a) InfoTouch and RIN shall enter into the Settlement Agreement and\n     Release.\n\n          (b) NetSelect, NetSelect LLC and InfoTouch shall enter into, and shall\n     consummate, the transactions contemplated by the Stock and Interest\n     Purchase Agreement.\n\n          (c) NetSelect LLC and RealSelect shall enter into a certain Software\n     License Agreement dated as of the date hereof, which agreement provides for\n     the license by NetSelect LLC to RealSelect of certain software acquired by\n     NetSelect LLC from InfoTouch.\n\n          (d) NetSelect and NAR shall enter into the Trademark License, and\n     NetSelect, NetSelect LLC and NAR shall enter into the Joint Ownership\n     Agreement.\n\n          (e) RIN and RealSelect shall enter into the RIN Subscription\n     Agreement.\n\n          (f) RealSelect and RIN shall enter into the Operating Agreement.\n\n          (g) NetSelect, the Partners and InfoTouch shall enter into the\n     NetSelect Stockholders Agreement.\n\n          (h) NetSelect and InfoTouch shall enter into the LLC Agreement.\n\n          (i) RealSelect, NetSelect LLC and RIN shall enter into the RealSelect\n     Stockholders Agreement.\n\n          (j) NAR shall deliver to RealSelect a letter dated November __, 1996,\n     with respect to certain promotional activities to be undertaken or\n     supported by NAR for the benefit of RealSelect.\n\n          (k) RIN shall deliver a letter to RealSelect acknowledging RIN's\n     continuing responsibility for any claims related to its discontinued\n     desktop services mentioned in several of the Existing Content Providers'\n     Data Content Provider Agreements (as such terms are defined in the\n     Operating Agreement).\n\n          (l) NetSelect shall enter into employment agreements with each of\n     Stuart Wolff and Richard Janssen.\n\n          (m) NetSelect shall have:\n\n              (i)   In effect a certificate of incorporation, as amended, in\n          substantially the form contained in Exhibit B and shall have adopted\n          By-laws in the form contained in said Exhibit;\n\n              (ii)  authorized (1) the issuance of the shares of NetSelect Class\n          A Common Stock, NetSelect Class B Common Stock, NetSelect Series A\n          Preferred\n\n                                      -4-\n\n \n          Stock and NetSelect Series B Preferred Stock in the respective\n          numbers, and to the respective persons, set forth in Exhibit A and (2)\n          the execution, delivery and performance of the Stock and Interest\n          Purchase Agreement and the NetSelect Stockholders Agreement; and\n\n               (iii)  elected the persons set forth under the subheading\n          'NetSelect' in Exhibit C as the initial directors and officers, as set\n          forth in said Exhibit.\n\n     Each of the parties shall receive (1) a photocopy of the certificate of\n     incorporation, as amended, of NetSelect, certified by the Secretary of\n     State of Delaware and (2) copies of the NetSelect By-laws and NetSelect\n     Board resolutions authorizing the actions referred to in clauses (ii) and\n     (iii) above, certified by the Secretary of NetSelect as being in full force\n     and effect on the date hereof.\n\n          (n)  NetSelect LLC shall have:\n\n               (i)    in effect a certificate of formation in substantially the\n          form contained in Exhibit D;\n\n               (ii)   authorized (1) the issuance of the membership interests\n          described in Annex A to the LLC Agreement in the respective amounts,\n          and to the respective persons, set forth therein and (2) the\n          execution, delivery and performance of the Stock and Interest\n          Acquisition Agreement and the RealSelect Stockholders Agreement; and\n\n               (iii)  elected the persons set forth under the subheading\n          'NetSelect LLC' in Exhibit C as the initial managers and officers, as\n          set forth in said Exhibit.\n\n     Each of the parties shall receive (1) a photocopy of the certificate of\n     formation of NetSelect LLC, certified by the Secretary of State of Delaware\n     and (2) copies of the NetSelect LLC resolutions authorizing the actions\n     referred to in clauses (ii) and (iii) above, certified by the Secretary of\n     NetSelect LLC as being in full force and effect on the date hereof.\n\n          (o)  RealSelect shall have:\n\n               (i)  in effect a certificate of incorporation, as amended, in\n          substantially the form contained in Exhibit E and shall have adopted\n          By-laws in the form contained in said Exhibit;\n\n               (ii) authorized (1) the issuance of the shares of its Common\n          Stock in the respective numbers, and to the respective persons, set\n          forth in Exhibit A and (2) the execution, delivery and performance of\n          the RealSelect Stockholders Agreement and the Operating Agreement; and\n\n                                      -5-\n\n \n                    (iii)  elected the persons set forth under the subheading\n          'RealSelect' in Exhibit C as the initial directors and officers, as\n          set forth in said Exhibit.\n\n     Each of the parties shall receive (1) a photocopy of the certificate of\n     incorporation, as amended, of RealSelect, certified by the Secretary of\n     State of Delaware and (2) copies of the RealSelect By-laws and RealSelect\n     Board resolutions authorizing the actions referred to in clauses (ii) and\n     (iii) above; certified by the Secretary of RealSelect as being in full\n     force and effect on the date hereof\n\n          (p)       The persons indicated on Exhibit A under the subheading\n     'NetSelect' shall have paid the amounts indicated opposite their names on\n     such Exhibit to be payable as of the Closing to NetSelect by wire transfer\n     of funds to Account No. 0351368733 (ABA No. 021000021) at Chase Manhattan\n     Bank, New York, New York, in exchange for the shares of capital stock of\n     NetSelect to be issued as of the Closing indicated opposite their names on\n     said Exhibit.\n\n          5.(a)     On or before December 12, 1996, the InfoTouch Investors\nshall pay the sum of $1,450,000.00 to NetSelect by wire transfer of funds to\nAccount No. 0351368733 (ABA No. 021000021) at Chase Manhattan Bank, New York,\nNew York, plus the discharge of $150,000 in debt owed to such InfoTouch\nInvestors (the 'Assumed InfoTouch Debt'), in exchange for the issuance to them\nof 242,017 shares of NetSelect Series B Preferred Stock.\n\n          (b)       On or before February 1, 1997, the following parties shall\npay the following sums to NetSelect by wire transfer of funds to Account No.\n0351368733 (ABA No. 021000021) at Chase Manhattan Bank, New York, New York, in\nexchange for the issuance by NetSelect of the indicated number of shares of its\ncapital stock:\n\n\n                         \n     Allen                  $466,667  164,706 shares of NetSelect Series A Preferred Stock\n     CDW Internet            666,667  231,294 shares of NetSelect Series A Preferred Stock\n     Whitney                 933,333  329,411 shares of NetSelect Series A Preferred Stock\n     InfoTouch               733,333  110,924 shares of NetSelect Series B Preferred Stock.\n     Investors\n\n\n          (c)       RIN is a third party beneficiary of the subscription\nagreements executed by Allen, CDW Internet and Whitney with NetSelect, and the\nsubscription agreement(s) to be executed by the InfoTouch Investors with\nNetSelect. The subscription agreements with Allen, CDW Internet and Whitney may\nnot be amended or terminated, and the provisions thereof may not be waived,\nwithout the express written consent of RIN; and the subscription agreement(s) to\nbe executed with the InfoTouch Investors will provide that it (they) may not be\namended or terminated, or the provisions thereof waived, without the prior\nwritten consent of RIN. In the event that the capital contributions specified in\nsuch subscription agreements shall not be paid to NetSelect in accordance with\ntheir terms, RIN shall have the right to enforce the payment thereof and shall\nbe entitled to collect its reasonable expenses (including reasonable attorneys'\nfees and expenses) in any such enforcement action from the defaulting\nsubscriber.\n\n                                      -6-\n\n \n          6.(a)     On the date hereof, (i) NetSelect shall transfer through or\nat the direction of NetSelect LLC, the sum of $2,350,000.00 to RealSelect and\n(ii) RealSelect shall pay (x) the sum of $1,500,000.00 to RIN by wire transfer\nof funds to Account No. 4447255 (ABA No. 071000152) at The Northern Trust\nCompany, Chicago, Illinois and (y) the sum of $650,000.00 to Booz-Allen,\nHamilton, Inc. ('BAH') pursuant to the terms of that certain Agreement dated as\nof November 16, 1996, between RealSelect and BAH, by wire transfer of funds to\nAccount No. 01079857 (ABA No. 031000011) at CoreStates Bank, Philadelphia,\nPennsylvania.\n\n          (b)       Upon receipt of the funds and the Assumed InfoTouch Debt\ndescribed in Sections 5(a) and (b) above, NetSelect shall transfer the same to\nNetSelect LLC; and upon such receipt from NetSelect, NetSelect LLC shall\ntransfer $3,250,000 plus the Assumed InfoTouch Debt to RealSelect. All such\ntransfers made by NetSelect LLC to RealSelect shall be treated as additional\ncontributions to the capital of RealSelect without the issuance of any\nadditional shares.\n\n          (c)       On or before March 4, 1997, RealSelect shall pay to RIN the\nsum of $1,000,000.00; provided, however, if RIN shall have voluntarily filed, or\nshall be the involuntary subject of, a petition for bankruptcy, then such\npayment need not be made.\n\n          7.(a)     RealSelect shall indemnify and hold RIN and its\nshareholders, directors, officers, agents, employees and affiliates harmless\nfrom and against any and all claims, demands, actions, losses, liabilities,\ncosts, expenses (including reasonable legal fees and expenses), suits and\nproceedings of any nature whatsoever arising from, or relating to, or in any\nmanner connected with the Reach Agreement. \n\n          (b)       RealSelect shall undertake to resolve, litigate or otherwise\ndeal with any claims made or raised by REACH Networks, Inc. in respect of the\nReach Agreement; and RIN shall cooperate in all such efforts. In the event that\nsuch efforts result in a settlement of such claims, or a judgment is obtained by\nREACH Networks, Inc. for the payment of money, the payment of such settlement or\njudgment, as the case may be, shall be funded as follows: RealSelect shall pay\nthe first $350,000; the next $1,000,000 above the first $350,000 shall be paid\nby NetSelect LLC; and any remaining amount shall be paid by RealSelect.\n\n          8.        RIN shall request the Board of Directors of NAR to consider,\nat the meeting of the NAR Board of Directors scheduled to be held on February\n10, 1997 in San Antonio, Texas, (i) an amendment to the By-laws of RIN to\nprovide that RIN may not, without the approval of its shareholder (NAR),\nvoluntarily file a petition for bankruptcy under applicable state or federal law\nand (ii) that so long as RIN is able to commence making payments on its debt to\nNAR and such outstanding principal amount owed to NAR does not increase, that\nNAR will not place RIN into bankruptcy for the purpose of recovering all or any\nportion of the debt owed by RIN to NAR.\n\n          9.        All notices, requests, demands and other communications\nhereunder shall be in writing and shall be deemed to have been duly given and\neffective (a) upon receipt, if delivered in person, by cable or by telegram, (b)\none business day after deposit prepaid with a national overnight express\ndelivery service (e.g., Federal Express or Airborne) or (c) three\n\n                                      -7-\n\n \nbusiness days after deposit in the United States mail (registered or certified\nmail postage prepaid, return receipt requested), to a party at its address set\nforth in Exhibit F.\n\n          10.  This Agreement may be amended or modified only by a written\ninstrument so stating and executed by the parties.\n\n          11.  This Agreement may be executed in any number of counterparts,\neach of which shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n          12.  This Agreement shall inure to the benefit of and be binding upon\nthe parties hereto and their respective successors and assigns.  Nothing in this\nAgreement, express or implied, is intended to confer upon any other person any\nrights or remedies under or by reason of this Agreement.  Notwithstanding the\nforegoing, the rights and responsibilities of the parties hereto under this\nAgreement may not be assigned without the prior written consent of the other\nparties hereto.\n\n          13.  The rights and obligations of the parties shall be construed\nunder and governed by the internal laws (without application of the conflicts of\nlaws provisions thereof) of the State of Delaware.\n\n          14.  No provision in this Agreement shall be deemed waived by course\nof conduct, unless such waiver is in writing signed by each party hereto and\nstating specifically that it was intended to modify this Agreement.\n\n          15.  Wherever possible, each provision hereof shall be interpreted in\nsuch manner as to be effective and valid under applicable law, but in case any\none or more of the provisions contained herein shall, for any reason, be held to\nbe invalid, illegal or unenforceable in any respect, such provision shall be\nineffective to the extent, but only to the extent, of such invalidity,\nillegality or unenforceability without invalidating the remainder of such\ninvalid, illegal or unenforceable provision or provisions or any other\nprovisions hereof, unless such a construction would be unreasonable.\n\n          16.  This Agreement and the agreements referred to herein and therein\nand the Exhibits attached hereto constitute the entire agreement between the\nparties governing the matters addressed herein.  No prior agreement or\nrepresentation, whether oral or written, shall have any force or effect thereon.\n\n                                    * * * *\n\n                                      -8-\n\n \n          IN WITNESS WHEREOF, the parties have duly executed this Agreement as\nof the day and year first above written.\n\n                              NETSELECT, INC.\n\n                              By: \/s\/ Stuart Wolff\n                                 ----------------------------------------------\n                                Name:\n                                Title:\n\n                              REALSELECT, INC.\n\n                              By: \/s\/ Stuart Wolff\n                                 ----------------------------------------------\n                                Name:\n                                Title:\n\n                              CDW INTERNET, L.L.C.\n\n                              By: \/s\/ Stuart Wolff\n                                 ----------------------------------------------\n                                Name:\n                                Title:\n\n                              WHITNEY EQUITY PARTNERS, L.P.\n\n                              By: \/s\/ Michael C. Brooks\n                                  ---------------------------------------------\n                                Name:                                \n                                Title:\n\n                              ALLEN &amp; CO.\n\n                              By: \/s\/ (illegible)\n                                  ---------------------------------------------\n                                Name:\n                                Title:\n\n                                      -9-\n\n \n                              INFOTOUCH CORPORATION\n\n\n                              By: \/s\/ Richard Janssen\n                                  ----------------------------------------------\n                                Name:\n                                Title:\n\n                              REALTORS(R) INFORMATION NETWORK, INC.\n\n                              By: \/s\/ (illegible)\n                                  ----------------------------------------------\n                                Name:\n                                Title:\n\n                              NETSELECT L.L.C.\n\n                              By: \/s\/ Stuart Wolff\n                                  ----------------------------------------------\n                                Name:\n                                Title:\n\n                                     -10-\n\n \n                                   EXHIBIT A\n\n                     NetSelect and RealSelect Stockholders\n                     -------------------------------------\n\nNetSelect\n\n\n<font size=\"2\">\n======================================================================================================================\n                                                             NetSelect  NetSelect  NetSelect  NetSelect\n            NAME AND ADDRESS                     DATE         Class A    Class B   Series A   Series B     Aggregate\n                                                              Common     Common    Preferred  Preferred  Consideration\n                                                               Stock      Stock      Stock      Stock\n----------------------------------------------------------------------------------------------------------------------\n                                                                                       \nAllen &amp; Co.                                Closing:                  0          0    247,059          0         700,00\nc\/o NetSelect, Inc.                        02\/01\/97                  0          0    164,706          0        466,667\nSuite 106\n5655 Lindero Canyon Road\nWestlake Village, CA 91362\nAttn:  Stuart Wolff, Ph.D.\n----------------------------------------------------------------------------------------------------------------------\nCDW Internet, L.L.C.                       Closing:                  *          *    176,471          0        500,000\nc\/o NetSelect, Inc.                        02\/01\/97                                  231,294                   666,667\nSuite 106\n5655 Lindero Canyon Road\nWestlake Village, CA 91362\nAttn:  Stuart Wolff, Ph.D\n----------------------------------------------------------------------------------------------------------------------\nWhitney Equity Partners, L.P.              Closing:                  0          0    494,118          0      1,400,000\n177 Broad Street                           02\/01\/97                  0          0    329,411          0        933,333\nStamford, Connecticut 06901\nAttn:  Daniel J. O'Brien, Esq.\n----------------------------------------------------------------------------------------------------------------------\nInfoTouch Investors                        12\/12\/96                  0          0          0    242,017      1,600,000\nc\/o NetSelect, Inc.                        02\/01\/97                  0          0          0    110,924        733,333\nSuite 106\n5655 Lindero Canyon Road\nWestlake Village, CA 91362\nAttn:   Richard Janssen\n======================================================================================================================\n<\/font>\n\n*  CDW Internet, L.L.C. also owns 236,470 shares of NetSelect Class A Common\n   Stock and 116,470 shares of NetSelect Class B Common Stock, which shares were\n   acquired prior to the Closing.\n\nRealSelect\n\n\n\n                                                        Number of Shares of\nName and Address                                        RealSelect Common Stock\n----------------------------------------------          -----------------------\n                                                     \nNetSelect, Inc.                                                     85\nSuite 106\n5655 Lindero Canyon Road\nWestlake Village, California 91362\nAttn:  Stuart Wolff, Ph.D.\n\nREALTORS(R) Information Network, Inc.                               15\n430 North Michigan Avenue\nChicago, Illinois 60611-4087\nAttn:  President and Chief Executive Officer\n\n                                  \n                                      A-1\n\n \n                                   EXHIBIT B\n\n                         NetSelect Corporate Documents\n                         -----------------------------\n\n                                      B-1\n\n \n                                   EXHIBIT C\n\n                            Directors and Officers\n                            ----------------------\n\n\n                                                                 \nNetSelect:\n\n     Directors:\n                    Michael Brooks                                    Stuart Wolff, Ph.D.\n                    Dort Cameron, III                                 Richard Janssen\n\n     Officers:\n                    Chairman and Chief Executive Officer              Stuart Wolff, Ph.D.\n                    President and Chief Operating Officer             Richard Janssen\n                    Vice President and Chief Financial Officer        Bill Spazante\n                    Senior Vice President Sales                       Perry Morton\n                    Vice President Marketing                          Liesl Pike\nNetselect LLC:                                                        \n\n     Managers:                                                             \n                    Michael Brooks                                    Joe Hanauer\n                    Dort Cameron, III                                 John Petric\n                    Stuart Wolff, Ph.D.                               Daniel Koch\n                    Richard Janssen                                   \n     Officers:                                                             \n                    Chairman and Chief Executive Officer              Stuart Wolff, Ph.D.\n                    President and Chief Operating Officer             Richard Janssen\n                    Vice President and Chief Financial Officer        Bill Spazante\n                    Senior Vice President Sales                       Perry Morton\n                    Vice President Marketing                          Liesl Pike\n                    Vice President of Technology                      Philip Dawley\nRealselect:\n                                                           \n     Directors:                                                            \n                    Michael Brooks                                    Joe Hanauer\n                    Dort Cameron, III                                 Dennis Cronk\n                    Stuart Wolff, Ph.D.                               Luther Nusbaum\n                    Richard Janssen                                   \n     Officers:                                                             \n                    Chairman and Chief Executive Officer              Stuart Wolff, Ph.D.\n                    President and Chief Operating Officer             Richard Janssen\n                    Vice President and Chief Financial Officer        Bill Spazante\n                    Senior Vice President Sales                       Perry Morton\n                    Vice President Marketing                          Liesl Pike\n                    Vice President of Technology                      Philip Dawley\n                    Vice President REALTOR(R) Sales                   Robin Janssen\n\n\n                                      C-1\n\n \n                                   EXHIBIT D\n\n                            NetSelect LLC Documents\n                            -----------------------\n\n                                      D-1\n\n \n                                   EXHIBIT E\n\n                        RealSelect Corporate Documents\n                        ------------------------------\n\n                                      E-1\n\n \n                                   EXHIBIT F\n\n                             Addresses for Notices\n                             ---------------------\n\nIf to Allen, to:\n\n     Allen &amp; Co.\n     c\/o NetSelect, Inc.\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn: Stuart Wolff, Ph.D.\n\nIf to CDW, to:\n\n     CDW Internet, L.L. C.\n     c\/o NetSelect, Inc.\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn: Stuart Wolff, Ph.D.\n\nIf to InfoTouch, to:\n\n     InfoTouch Corporation\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn: Richard Janssen\n\nIf to NetSelect, to:\n\n     NetSelect, Inc.\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn: Stuart Wolff, Ph.D.\nIf to NetSelect LLC, to:\n\n     NetSelect, L.L.C.\n     c\/o NetSelect, Inc.\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn:  Stuart Wolff, Ph.D.\n\n                                      F-1\n\n \nIf to RealSelect, to:\n\n     RealSelect, Inc.\n     Suite 106\n     5655 Lindero Canyon Road\n     Westlake Village, California 91362\n     Attn:  Stuart Wolff, Ph.D.\n\nIf to RIN, to:\n\n     REALTORS(R) Information Network, Inc.\n     430 North Michigan Avenue\n     Chicago, Illinois 60611-4087\n     Attn:  President and Chief Executive Officer\n\nIf to Whitney, to:\n\n     Whitney Equity Partners, L.P.\n     177 Broad Street\n     Stamford, Connecticut 06901\n     Attn:  Daniel J. O'Brien, Esq.\n\n                                      F-2\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9613,9617],"class_list":["post-42536","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42536","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42536"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42536"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42536"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42536"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}