PEQUOT CAPITAL MANAGEMENT INC/CT/
SC 13D, EX-4, 2000-09-14
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                             STOCKHOLDERS AGREEMENT

     This Stockholders Agreement (this "Agreement") is made as of the 7th day of
September,  2000,  by and among US Search.com, Inc., a Delaware corporation (the
"Company"),  The  Kushner-Locke Company, a California corporation (together with
any  of  its affiliates who currently own shares of Common Stock of the Company,
"KL"),  Pequot  Private Equity Fund II, L.P., a Delaware limited partnership and
(together  with  its  Affiliates  (as  defined  herein)  the  "Purchasers").
                                   WITNESSETH

     WHEREAS,  the  Purchasers have entered into a Stock Purchase Agreement (the
"USS  Stock  Purchase  Agreement")  with  the  Company  dated September 7, 2000,
pursuant to which the Purchasers are making a significant equity contribution to
the  Company  by, among other things, purchasing 100,000 shares of the Company's
Series  A Convertible Preferred Stock (the "Series A Preferred"), and may in the
future  acquire  up  to  an additional 175,000 shares of the Series A Preferred;
     WHEREAS,  the Purchasers have also entered into that certain Stock Purchase
Agreement  (the  "KL  Purchase  Agreement")  and  that  Right  of  First Refusal
Agreement (the "KL Right of First Refusal Agreement") with KL, both of which are
dated  as  of  September  7, 2000, whereby, among other things, KL has agreed to
sell  to the Purchasers 3,500,000 shares of voting Common Stock, par value $.001
per  share,  of  the  Company  (the  "Common  Stock").
WHEREAS,  the Certificate of Designations contemplated by the USS Stock Purchase
Agreement (the "Certificate of Designations") grants the right to the Purchasers
to  collectively  nominate two persons for election to the Board of Directors of
the  Company,  and  the  Purchasers seek reasonable assurance that such nominees
will  be  appointed  and  elected to the Board of Directors of the Company after
nomination  by  the  Purchasers.
     WHEREAS,  the  parties hereto wish to set forth additional agreements among
them  relating  to  the  size  and  composition of the Board of Directors of the
Company,  as  well  as  certain  amendments  to  the  Company's  certificate  of
incorporation (the "Certificate of Incorporation"), exclusive of the Certificate
of  Designations  (the  "Charter")  and  bylaws  (the  "Bylaws").
     WHEREAS,  KL  owns  and  has  voting  power  over  a  substantial number of
additional  shares  of  Common  Stock.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
undertakings  of  the  parties,  and  intending  to be legally bound hereby, the
parties  hereby  agree  as  follows:
1.     DEFINITIONS.  For  the purposes of this Agreement, the terms listed below
shall  be  defined  as  follows:
(a)     "Affiliate" means, with respect to any person, any person that, directly
     or  indirectly,  controls, is controlled by or is under common control with
such  person.  For  the  purposes of this definition, "control" (including, with
correlative  meanings,  the  terms  "controlled  by"  and  "under common control
with"),  as used with respect to any person, shall mean the possession, directly
or  indirectly,  of the power to direct or cause the direction of the management
and  policies of such person, whether through the ownership of voting securities
or  by  contract or otherwise.  Without limiting the foregoing, the ownership by
any  person  of  50%  or  more of the outstanding voting securities of any other
person  shall  be  deemed  to  be  "control" for the purposes of this Agreement.
(b)     "Board"  means  the  Board  of  Directors  of  the  Company.
(c)     "Permitted  Transferee"  means any Affiliate of the Purchasers or KL who
receives  Voting  Shares  by  way  of  purchase, transfer or assignment from the
Purchasers  or  KL.
(d)     "Stockholder" means any Person that owns any capital stock of the
Company and is a party to this Agreement, including, without limitation, KL, the
Purchasers and any of their respective transferees who become parties to this
Agreement.
(e)     "Voting Shares" means with respect to any party, any Common Stock, any
Series A Preferred and any other shares of capital stock or other equity
security owned by such party at the applicable time; or with respect to which
such party has the power or authority to vote.
     Capitalized  terms  used  and not otherwise defined in this Agreement shall
have  the  meanings  assigned  to  them  in  the  USS  Stock Purchase Agreement.
2.     ELECTION  OF  DIRECTORS  AND  BOARD  REPRESENTATION.
(a)     Pursuant  to  the  Bylaws  of  the  Corporation, the number of directors
comprising  the  Board  is fixed by resolution of the Board at seven (7) and the
affirmative  vote required for action by the Board is fixed at a majority of the
members  of  the  Board.  The  Stockholders  shall  vote their respective Voting
Shares and take all other actions reasonably necessary to maintain the number of
     members  of the Board at seven (7) and maintain the aforementioned majority
voting  provision.
(b)     During  the  term  of this Agreement, all of the Voting Shares held by a
Stockholder,  whether  now  owned or hereafter acquired, shall be voted to elect
directors  in accordance with, and in order to give effect to, the following and
each Stockholder shall take all actions reasonably necessary to cause itself or,
     as the case may be, its nominee on the Board, subject to applicable law, to
give  effect  to  the  following:
          One  (1)  member of the Board shall be nominated for election by KL to
fill one seat on the Board (the "KL Board Member"); provided, that KL's right to
nominate  one  director  pursuant  to this Section 2(b)(i) and Section 4 of this
Agreement  shall  continue  so  long  as  KL  and  its  Permitted  Transferees
collectively  are  the  beneficial  owners  of at least Ten Percent (10%) of all
outstanding  shares  of  capital  stock  of the Company entitled to vote for the
election of directors to the Board of the Company (as adjusted for stock splits,
stock  combinations  and  similar events).  The Stockholders will, at all times,
take  all  actions  and, to the extent permitted by applicable law, direct their
nominees on the Board to take such actions as required to result in the KL Board
Member  being  removed only upon being designated for removal by KL, and KL will
have  the  authority  to  nominate  for  election  to  the  Board the individual
designated  by  it  to  replace the KL Board Member so removed.  If the KL Board
Member  dies,  resigns,  is removed, or otherwise ceases to serve as a member of
the  Board,  KL  shall  promptly nominate for election a successor in accordance
with  this  subparagraph  and  notify  the  Board  of  its  selection,  and  the
Stockholders  will,  at all times, take all actions and, to the extent permitted
by  applicable  law,  direct their nominees on the Board to take such actions as
required to result in the vacancy being promptly filled by such person.  So long
as  KL  is entitled to nominate a director for election to the Board as provided
above,  it  shall  be  entitled  to  have  a  non-director representative attend
meetings  of  the Board as an observer, such observer having no right to vote on
matters  considered  by the Board or otherwise to participate in discussions and
proceedings  during  Board  meetings;  provided,  that  such observer shall have
entered  into  an  appropriate  confidentiality  agreement  with  the  Company.

     To the extent that the Purchasers and their Permitted Transferees no longer
hold  shares  of  Series A Preferred Stock, the Purchasers shall collectively be
entitled  to  nominate  two  (2)  nominees  for  election  to  the  Board  (the
"Purchasers'  Board  Members"),  subject to the termination provisions set forth
below.  The  rights of the Purchasers to nominate two (2) directors for election
to  the Board pursuant to this Section 2(b)(ii) and Section 4 of this Agreement,
or  such  greater  number of nominees as specified pursuant to Section 5 of this
Agreement,  shall  continue  so  long  as  the  Purchasers  and/or  any of their
Permitted  Transferees  collectively  are  the  beneficial  owners  of  at least
Thirty-Five  Percent  (35%)  of  the Common Stock issued upon conversion of such
Series A Preferred (as adjusted for stock splits, stock combinations and similar
events).  The number of directors nominated for election by the Purchasers shall
be  reduced  to  one  (1)  so long as the percentage referred to in the previous
sentence  is  equal  to  or greater than Ten Percent (10%) but below Thirty-Five
Percent  (35%).  At  such  time  as  the  percentage referred to in the previous
sentence is less than Ten Percent (10%), the Purchasers shall not be entitled to
nominate  any director for election to the Board.  The Stockholders will, at all
times,  take  all actions and, to the extent permitted by applicable law, direct
their  nominees  on  the Board to take such actions as required to result in the
Purchasers'  Board  Members being removed only upon being designated for removal
by  the  Purchasers,  and  Purchasers  will  have  the authority to nominate for
election to the Board the individual designated by the Purchasers to replace the
Purchasers'  Board  Member  so removed.  If, for any reason, a vacancy exists in
the  Purchasers'  Board  Members  by  reason  of death, resignation, retirement,
disqualification,  removal  or otherwise, the Purchasers shall promptly nominate
for  election  a  successor  in accordance with this subparagraph and notify the
Board  of  its  selection, and Stockholders will, at all times, take all actions
and,  to  the  extent  permitted by applicable law, direct their nominees on the
Board  to  take such actions as required to result in the vacancy being promptly
filled  by  such  person.

Brent  Cohen  is,  as  of the date hereof, a member of the Board.  Following the
execution  of this Agreement, subject to the following sentences of this Section
2(b)(iii)  and  until  such  time  as Mr. Cohen is no longer the Chief Executive
Officer  of  the  Company,  the  Stockholders shall vote their Voting Shares and
shall  take  all other actions reasonably necessary to nominate and elect him to
the  Board.  If  Brent  Cohen  dies, resigns, is removed, or otherwise ceases to
serve  as  a  member of the Board, the Stockholders will, at all times, take all
actions and, to the extent permitted by applicable law, direct their nominees on
the  Board  to  take  such actions as required to result in the person who shall
then or thereafter be the Chief Executive Officer of the Company being nominated
for election to the Board by unanimous agreement of all members of the Board who
are  not  employees  of  the  Company  and  the  Purchasers'  Board Members, and
thereafter  the  Stockholders will take all actions and, to the extent permitted
by  applicable  law,  direct their nominees on the Board to take such actions as
required  to  cause  such  one (1) member of the Board to be elected by majority
vote  of  all outstanding voting securities of the Company (Brent Cohen and such
successor  or  successors,  the  "CEO  Member").  The  Stockholders will, at all
times,  take  all actions and, to the extent permitted by applicable law, direct
their  nominees  on  the Board to take such actions as required to result in the
CEO  Member  being  nominated  and  elected  to  the  Board.

The  Stockholders  will,  at  all  times,  take  all  actions and, to the extent
permitted  by  applicable  law,  direct their nominees on the Board to take such
actions  as  required  to  result in three (3) persons serving as members of the
Board  (the  "Independent  Board Members"), each of which shall be nominated for
election to the Board by mutual consent of the Purchasers' Board Members, on the
one  hand,  and a majority of all other Board members except any KL Board Member
(the  "Other Directors"), on the other hand;  to the extent that any seat on the
Board  is  not  filled  because  of  a  failure of such parties to agree upon an
Independent  Board  Member  such  seat  shall, subject to applicable law, remain
unfilled.  Once  an  Independent  Board Member is agreed upon by the Purchasers'
Board  Members and the Other Directors, all the Stockholders will, at all times,
take  all  actions  and, to the extent permitted by applicable law, direct their
nominees on the Board to take such actions as required to result in such nominee
being  elected  to  the  Board.  The  Stockholders  will, at all times, take all
actions and, to the extent permitted by applicable law, direct their nominees on
the  Board  to  take such actions as required to result in the Independent Board
Members  being  removed  only with the approval of the Purchaser Designees and a
majority  of the Other Directors.  If an Independent Board Member dies, resigns,
is  removed  or  otherwise  ceases  to  serve  as  a  member  of  the Board, the
Stockholders  will,  at all times, take all actions and, to the extent permitted
by  applicable  law,  direct their nominees on the Board to take such actions as
required  to result in such Independent Board Member being replaced with someone
who  is  acceptable  to  the  Purchaser  Board  Members,  on the one hand, and a
majority  of  the  Other  Directors,  on  the  other  hand.

     So  long as the Purchasers are entitled to designate a nominee to the Board
pursuant  to the terms hereof or pursuant to the Certificate of Designations the
Stockholders  will,  at all times, take all actions and, to the extent permitted
by  applicable  law,  direct their nominees on the Board to take such actions as
required  to cause any Chairman elected or appointed by the Board to be approved
by  a  majority  of  the  Board and by the Purchasers' Board Members and, at the
option  of  the  Purchasers'  Board Members, at least one (1) of the Purchasers'
Board Members to be nominated for election to the Board's compensation committee
and,  subject  to  applicable laws and to any applicable rules or regulations of
the  exchange  upon  which  the  Company's  capital  stock may be listed, to the
Board's  audit  committee,  if  at  any  time either of such committees shall be
established,  as  well  as to any other committee of the Board fulfilling any of
the  duties and discharging any of the responsibilities of an audit committee or
a  compensation  committee.
(c)     Each  Stockholder  agrees (A) to be present in person or by proxy at any
annual  or  special  meeting of Stockholders to elect directors, for purposes of
establishing a quorum, (B) to vote his, her or its Voting Shares for, or to give
     his,  her or its written consent, to the extent permitted by applicable law
and  the Certificate of Incorporation and Bylaws then in effect, to the election
of  the  Purchasers' Board Members, the KL Board Members, the CEO Member and the
Independent Board Members, and (C) to vote his, her or its Voting Shares for, or
to  give  his, her or its written consent, to the extent permitted by applicable
law  and  the  Certificate  of  Incorporation  and Bylaws then in effect, to the
removal of any director designated for removal in accordance with the provisions
of  subsections  (i)  through  (iv)  above.
3.     CERTAIN  RESIGNATIONS  OR REMOVALS.  In furtherance of the right provided
in Section 2 of the indicated person or persons to cause the removal from office
     of  a  director  which  it  or  they  were entitled to and did nominate for
office,  to  the  extent  a meeting of stockholders is called for the purpose of
removing  such  director, or, to the extent permitted by applicable law or under
the Certificate of Incorporation and Bylaws then in effect, the stockholders act
by  written  consent,  KL  and the Purchasers shall vote all of their respective
Voting  Shares  entitled  to vote in favor of removal at such meeting or, to the
extent permitted by applicable law or under the Certificate of Incorporation and
Bylaws then in effect, pursuant to such consents. Notwithstanding the foregoing,
KL  and  the  Purchasers  agree  that  neither  of  them will vote to remove any
director nominated pursuant to Section 2 under any other circumstances, and they
further  agree  that  they  will  not  vote to remove the directors nominated by
either  of  them except in accordance with a request from the KL or, as the case
may  be,  the Purchasers for the removal of the applicable nominee on the Board.
4.     FILLING  VACANCIES.  In  the  event  of  the  death,  disability,  legal
incapacity,  resignation  or  removal  of  any  director  nominated for election
pursuant  to Section 2 hereof, to the extent a special meeting is called for the
purpose  of  filling the vacancy created thereby, or, to the extent permitted by
applicable  law  or  under  the  Certificate of Incorporation and Bylaws then in
effect,  the stockholders act by written consent, to fill the vacancy created by
such  death,  disability,  legal  incapacity, resignation or removal, KL and the
Purchasers  shall,  provided  that  such  director was nominated for election in
accordance  with  Section 2, vote all of their respective Voting Shares entitled
to  vote  in  favor  of  the  election  of the replacement director nominated in
accordance  with  Section  2.
5.     PURCHASERS' RIGHTS UPON EVENT OF DEFAULT.
(a)     KL  agrees  with  the  Purchasers  that  upon  and following an Event of
Non-Compliance,  as  defined in the Certificate of Designations, KL will, at all
times,  take  all actions and, to the extent permitted by applicable law, direct
its  nominees  on  the  Board  to  take  all  actions  required to (i) cause the
Purchasers  to  have  the  benefit  of the rights set forth in Section 10 of the
Certificate  of  Designations  and (ii) cause the fulfillment of the obligations
and  the performance of the covenants set forth in Section 10 of the Certificate
of  Designations.
(b)     Without limiting the generality of the foregoing paragraph (a), KL shall
     thereafter  take  all actions, including appearing in person or by proxy at
any  annual  or  special  meeting of stockholders for the purpose of obtaining a
quorum  and  shall  vote its Voting Shares, either in person or by proxy, at any
such  meeting  of stockholders to cause the performance of, and compliance with,
Section  10  of  the  Certificate  of  Designations.
6.     FURTHER  COVENANT TO VOTE.  Each Stockholder shall appear in person or by
proxy  at  any  annual  or  special  meeting  of stockholders for the purpose of
obtaining  a  quorum  and  shall vote their respective Voting Shares entitled to
vote  upon  any  other  matter  submitted  to  a vote of the stockholders of the
Company  in  a  manner  so  as to be consistent and not in conflict with, and to
implement, the terms of this Agreement, the USS Stock Purchase Agreement and any
     other instruments or agreements arising thereunder; provided, however, that
subject  to  the  obligations  set forth in this Agreement, nothing herein shall
otherwise  obligate  a  Stockholder  to  vote  its Voting Shares in favor of any
proposal,  resolution  or  other  proposed  shareholder  or  director  action.
7.     NO CONFLICTING AGREEMENTS; AMENDMENT TO CERTIFICATE OF INCORPORATION.  No
     Stockholder  shall  enter  into  any agreements or arrangements of any kind
with  any  person  with  respect  to  its  respective  Voting Shares which would
prohibit  it  voting  its respective Voting Shares from time to time as provided
herein  (whether  or  not  such  agreements  and  arrangements  are  with  other
stockholders  of  the  Company  that  are  not parties to this Agreement).  Each
Stockholder  agrees  that to the extent that any provision of the Certificate of
Incorporation  or Bylaws of the Company are inconsistent with the agreements and
provisions  of  this  Agreement  and  the  Certificate  of  Designations,  the
Stockholders  will  take  all  actions  permitted  by  applicable law and by the
Certificate  of  Incorporation  and  Bylaws  to  give  effect  to the following:
(i)          directors  may only be removed on the basis set forth herein and in
the  Certificate  of  Designations;  and

(ii)     the Certificate of Incorporation may only be amended in accordance with
the  provisions  of  Section  9  of  the  Certificate  of  Designations.

Each  of  the  Stockholders  further  agrees to take all such actions, including
without  limitation,  the voting of their respective Voting Shares, to cause the
shareholders  of  the  Company  to  approve,  at their next meeting, one or more
amendments  to  the  Certificate  of  Incorporation  to  remove  the differences
referred  to  in  clauses  (i)  and  (ii) above and to authorize such additional
shares  of Common Stock as are required to permit the conversion or exercise, as
the case may be, of the Series A Preferred to be received by the Purchasers upon
the  Second  Closing  under  the  USS  Stock  Purchase  Agreement.  KL  and  the
Purchasers  shall,  as  promptly  as  practicable and subject to applicable law,
amend  the  Bylaws  to  the  extent necessary for them to be consistent with the
provisions  of  this  Agreement  and  the  Certificate  of  Designations.
8.     GENERAL  VOTING  OBLIGATIONS.  At  any  time  when  the  Board  or  the
shareholders  of  the Company consider a proposal (including a proposal to amend
the Company's Charter and Bylaws), each Stockholder agrees that it will not vote
     its  Voting  Shares  in  favor  of  any  such  proposal (including any such
proposed  amendment  to  the  Company's  Charter  and  Bylaws)  which  would  be
inconsistent  with  the  provisions  of  this  Agreement,  the  Certificate  of
Designations,  the  USS Stock Purchase Agreement, the KL Purchase Agreement, the
KL  Right  of  First  Refusal  Agreement and any other agreements or instruments
contemplated  thereby  or  arising  thereunder,  to  the  extent  permitted  by
applicable  law,  and  will  direct its nominees (if any) on the Board to act in
accordance  with  the  foregoing.
9.     OWNERSHIP.
(a)     Following the First Closing, KL is the beneficial owner of approximately
     6,108,080  shares  of Common Stock (approximately 25.9% of the common stock
of  the Company) (the "KL Shares") with the right to vote each of the KL Shares.
KL  represents and warrants to the Purchasers that (i) it owns the KL Shares and
has  not,  prior  to or on the date of this Agreement, executed or delivered any
proxy or entered into any other agreement which would prevent it from voting the
KL  Shares  as  provided  herein,  and  (ii)  it  has full power and capacity to
execute,  deliver  and perform this Agreement on its own behalf, which Agreement
has  been  duly  executed  and delivered by, and evidences the valid and binding
obligation  of,  KL  enforceable  in  accordance  with  its  terms.
(b)     Following  the First Closing, the Purchasers are the beneficial owner of
100,000  shares  of Series A Preferred (the "Purchasers' Shares") with the right
to vote each of the Purchasers' Shares.  The Purchasers represent and warrant to
     KL  that  (i)  following the First Closing, they own the Purchasers, Shares
(assuming the accuracy of the relevant representations of the Company in the USS
Stock  Purchase  Agreement)  and  they have not, prior to or on the date of this
Agreement,  executed  or delivered any proxy or entered into any other agreement
which  would  prevent  either  of  them  from  voting  the Purchasers' Shares as
provided  herein,  and  (ii)  they  have  full power and capacity to execute and
deliver  and perform this Agreement on each of their own behalf, which Agreement
has  been  duly  executed  and delivered by, and evidences the valid and binding
obligation  of, each of the Purchasers enforceable in accordance with its terms.
10.     TERMINATION.  This Agreement shall terminate as to each Stockholder when
     such  party  no  longer  holds  or  has voting power over any shares of the
voting  securities  or  any  other  voting  equity of the Company, and as to the
Company  when  all  Stockholders  no  longer  hold or have voting power over any
voting  securities  or  any  other  equity  of  the  Company.
11.     CERTAIN  TRANSFEREES SUBJECT TO AGREEMENT.  In the event of any transfer
of  (i) the KL Shares to an Affiliate of KL or (ii) the Purchasers' Shares to an
Affiliate  of  a  Purchaser,  the resulting transferee shall hold such shares so
acquired  with  all  rights conferred by, and subject to all of the restrictions
imposed  by,  this  Agreement  applicable to the transferor of such shares.  Any
transferee  of  any  (i) KL Shares who is an Affiliate of KL or (ii) Purchasers'
Shares  who  is  an  Affiliate  of  a  Purchaser  shall,  as  a condition of the
consummation  of  such  transfer,  agree  to  be  subject  to  the terms of this
Agreement  (if not already a party hereto).  Except as provided otherwise in the
foregoing  sentence,  in  this  Section  11 and in the KL Right of First Refusal
Agreement,  nothing  in this Agreement shall prevent KL or the Purchasers at any
time  from  selling, assigning or otherwise transferring their respective shares
of  capital stock or other equity interests of the Company free and clear of the
rights  and  obligations  of  this  Agreement.
12.     NOTICE OF NOMINEES.  Purchasers and their Permitted Transferees, on the
one hand, and KL and its Permitted Transferees, on the other hand, shall each be
a "nominator" and shall have the right to nominate for election to the Board a
director or directors, as the case may be, in accordance with Sections 2 and 4
hereof.  Any notice to the Company of a nominee shall be submitted for and on
behalf of all parties being collectively a nominator.  Should the Company
receive (i) a nominee notice from one or more but not all parties being
collectively a nominator; (ii) more than one nominee notices specifying more
than one nominee; or (iii) any objection from one of more parties being
collectively a nominator to any nominee submitted to the Company on behalf of
all parties being collectively a nominator, then the Company shall promptly
notify all parties being collectively a nominator of the nature of the
nominations/objections received and the Company shall not be obligated to take
further action regarding the nominator's rights to elect a director until the
Company shall receive a notice signed by all parties being collectively a
nominator specifying their nominee.
13.     MISCELLANEOUS.
(a)     SECTION  218(C).  This  Agreement is intended to qualify as an agreement
of the type contemplated by Section 218 of the Delaware General Corporation Law,
     as  amended.
(b)     NO INCONSISTENT AGREEMENTS.  This Agreement, with regard to the subjects
     hereof, constitutes the full and entire understanding and agreement between
the  parties  and  supersedes  any  agreement  between  the  parties.
(c)     SUCCESSORS AND ASSIGNS.  Except as specifically provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the Affiliates and transferees of KL and the Purchasers,
respectively, including their respective Permitted Transferees.  Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
(d)     AMENDMENTS AND WAIVERS.  Any term hereof may be amended or waived only
with the written consent of each of the parties.
(e)     NOTICES.  Any notice required or permitted by this Agreement shall be in
     writing  and  shall  be  deemed  sufficient  on  the  date of receipt, when
delivered personally or by overnight courier or sent by telegram or fax, or sent
as  certified  or  registered  mail,  with postage prepaid, and addressed to the
party  to  be  notified  or,  with respect to any Purchaser, to the attention of
David Malat, the Chief Accounting Officer of Pequot Capital Management, Inc. and
Carol  Holley,  the  Vice  President of Pequot Capital Management, Inc., at such
party's  address  or  fax  number  as  set  forth  on  the signature page, or as
subsequently  modified  by  written  notice.
(f)     SEVERABILITY.  If  one  or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law,  the parties hereto agree to take all
actions  permitted by applicable law to give effect to this Agreement, to render
this  Agreement  enforceable  and  to  carry out the intent of the covenants and
agreements  set  forth  herein.
(g)     GOVERNING LAW.  This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.
(h)     COUNTERPARTS.  This Agreement may be executed in any number of
counterparts (and by facsimile), each of which shall be deemed an original and
all of which together shall constitute one instrument.
(i)     TITLES AND SUBTITLES.  The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
            [The remainder of the page is intentionally left blank.]

<PAGE>
IN  WITNESS  WHEREOF,  the  parties  named  below  have signed this Stockholders
Agreement  as  of  the  date  first  above  written.

PEQUOT PRIVATE EQUITY FUND II, L.P.
BY:     PEQUOT CAPITAL MANAGEMENT, INC.,
     its Investment Manager


By:
Name: Kevin E. O'Brien
Title:   General Counsel
Facsimile:  (203) 429-2420
Address:  500 Nyala Farm Road
     Westport, CT  06880


US SEARCH.COM, INC.


By:
Name: Brent N. Cohen
Title: Chief Executive Officer
Facsimile: (310) 882-7898
Address:  5401 Beethoven Street
     Los Angeles, CA 90066


THE KUSHNER-LOCKE COMPANY


By:
Name:  Donald Kushner
Title:   Co-Chief Executive Officer
Facsimile: (310) 481-2101
Address:  11601 Wilshire Boulevard
     21st Floor
     Los Angeles, California 90025





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