股权收购合同英文版.docVIP

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this quot;Agreementquot;) is made as of December 31, 2008, by and among lntelius Inc., a Delaware corporation (the quot;Buyerquot;), and the Persons identified as quot;Stockholdersquot; on the signature pages attached hereto (collectively, the quot;Stockholdersquot; and each a quot;Stockholderquot;). WHEREAS, the Stockholders collectively own all of the issued and outstanding capital stock of Zaba, Inc., a Delaware corporation (the quot;Companyquot;), which as of the date hereof consists of 290,155 shares of Common Stock, $.001 par value (the quot;Sharesquot;). WHEREAS, upon the terms and subject to the conditions 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 sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.01 Definitions The following terms, as used herein, have the following meanings: quot;Affiliatequot; means (except as otherwise specifically defined herein), as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, quot;controlquot; (including, with its correlative meanings, quot;controlled byquot; and quot;under common control withquot;) means the possession, directly or indirectly, of the power to direct or cause 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. quot;Allocation Percentagequot; 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 t