{"id":42975,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/acquisition-agreement-america-online-inc-global-network.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"acquisition-agreement-america-online-inc-global-network","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/acquisition-agreement-america-online-inc-global-network.html","title":{"rendered":"Acquisition Agreement &#8211; America Online Inc., Global Network Navigator Inc. and Excite Inc."},"content":{"rendered":"<pre>                              ACQUISITION AGREEMENT\n\n\n         THIS ACQUISITION AGREEMENT (this \"AGREEMENT\") is made as of November\n25, 1996 (the \"EFFECTIVE DATE\"), by and among AMERICA ONLINE, INC., a Delaware\ncorporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166\n(\"AOL\"), GLOBAL NETWORK NAVIGATOR, INC., a Delaware corporation and wholly owned\nsubsidiary of AOL with its principal offices at 2855 Telegraph Avenue, Berkeley,\nCA 94705 (\"GNN\"), and EXCITE, INC., a California corporation with its principal\noffices at 1091 N. Shoreline Boulevard, Ste. 200, Mountain View, CA 94043\n(\"EXCITE\"). AOL and GNN are collectively referred to herein as AOL.\n\n                                 R E C I T A L S\n\n         A. AOL operates a business known as \"WEBCRAWLER\" (sometimes referenced\nherein as \"WC\") that engages in the business of providing search and directory\nservices under the service mark \"WebCrawler\" on the World Wide Web and on the\nAOL Network (as defined in the Commercial Agreement described below), and\nselling advertising contracts with respect to \"impressions\" or \"avails\"\ngenerated by such services (the \"WC BUSINESS\").\n\n         B. AOL desires to sell to Excite, and Excite desires to purchase from\nAOL, substantially all of the assets of the WC Business in exchange for: (i) One\nMillion Two Hundred Fifty Thousand (1,250,000) shares of the Series E-1\nPreferred Stock of Excite (the \"ACQUISITION SHARES\"); and (ii) the assumption by\nExcite of certain enumerated liabilities of the WC Business, in each case all on\nthe terms and conditions set forth in this Agreement. In addition, in\nconsideration for services to be rendered by AOL to Excite pursuant to the\nOperating Agreement (as defined below) in connection with the transfer of the WC\nBusiness to Excite, Excite will issue to AOL Seven Hundred Thousand (700,000)\nshares of the Series E-2 Preferred Stock of Excite (the \"SERVICES SHARES\"). The\nAcquisition Shares and Services Shares are collectively referred to herein as\nthe \"TRANSACTION SHARES.\"\n\n         C. AOL, in its own name or in the name of AOL Ventures, Inc. (\"AOL\nVENTURES\"), currently holds 680,330 shares of Excite Common Stock (the \"EXISTING\nEXCITE SHARES\") and a warrant to purchase an additional 650,000 shares of Excite\nCommon Stock (the \"EXISTING AOL WARRANT\"). As part of the transactions\ncontemplated by this Agreement and the Commercial Agreement, the Existing AOL\nWarrant will be amended to become exercisable for shares of Excite Series E-3\nPreferred Stock (the \"WARRANT SHARES\") and the expiration date with respect to\nexercisability of the Existing AOL Warrant will be subject to the provisions of\nthe Commercial Agreement. Excite shall also grant AOL the right to exchange the\nExisting Excite Shares for a similar number of common-equivalent shares of\nExcite Series E-4 Preferred Stock. The shares of each series of Excite Series E\nPreferred Stock (collectively, the \"EXCITE PREFERRED SHARES\") will have the\nrights, preferences and privileges described in the form of the Certificate of\nDetermination attached hereto as Exhibit A (the \"CERTIFICATE OF DETERMINATION\").\nThe Excite Preferred Shares may not be sold or otherwise transferred by AOL or\nany affiliate thereof, although such shares may be converted into shares of\nExcite Common Stock pursuant to the \n\n   2\nCertificate of Determination, whereupon the shares will only be subject to any\napplicable transfer restrictions under state and federal securities laws.\n\n         D. The Transaction Shares shall be issued to AOL either (i) in a\nprivate placement pursuant to the exemption provided by Section 4(2) of the\nSecurities Act of 1933, as amended (the \"1933 ACT\") or (ii) pursuant to the\nexemption from registration provided by Section 3(a)(10) of the 1933 Act under\nwhich the parties will request the Department of Corporations of the State of\nCalifornia (the \"DEPARTMENT OF CORPORATIONS\") to conduct a hearing for the\npurpose of determining whether the proposed issuance of the Transaction Shares\nin connection with the transactions contemplated herein is fair, just and\nequitable (the \"FAIRNESS HEARING\") and upon such a finding, to grant a permit\nqualifying such issuance (the \"CALIFORNIA PERMIT\").\n\n         E. The shares of Excite Common Stock issuable upon conversion of the\nExcite Preferred Shares (the \"CONVERSION SHARES\") that are not qualified under\nthe California Permit shall have all the registration rights set forth in the\nRegistration Rights Agreement in the form attached hereto as Exhibit B (the\n\"REGISTRATION RIGHTS AGREEMENT\"), and regardless of whether the Conversion\nShares are qualified under the California Permit, such shares shall have the\nForm S-3 demand and piggyback registration rights set forth in the Registration\nRights Agreement.\n\n         F. The Excite Preferred Shares held by AOL shall be subject to the\nvoting requirements set forth in that certain Voting Trust Agreement in the form\nattached hereto as Exhibit C (the \"VOTING TRUST AGREEMENT\"), the sole intent of\nwhich will be to remove any class voting rights that would otherwise accrue to\nthe Excite Preferred Shares.\n\n         G. The parties understand that the closing of the transactions\ncontemplated by this Agreement is subject to a number of conditions. Pending the\nclosing of the transactions contemplated under this Agreement, the parties will\nenter into an Operating Agreement in the form attached hereto as Exhibit D (the\n\"OPERATING AGREEMENT\"), which will be binding upon the parties hereto from the\ndate hereof until the Closing (as defined in Section 1.4) or earlier termination\nof this Agreement.\n\n         H. In connection with this Agreement, the parties are concurrently\nentering into a Technology License, Distribution, Services and Co-Marketing\nAgreement in the form attached hereto as Exhibit E (the \"COMMERCIAL AGREEMENT\").\nThe Commercial Agreement, Operating Agreement, Registration Rights Agreement and\nVoting Trust Agreement are referred to herein as the \"ANCILLARY AGREEMENTS.\"\n\n         NOW, THEREFORE, in consideration of the above recitals and the mutual\ncovenants hereinafter set forth, Excite and AOL hereby agree as follows:\n\n1.       PURCHASE AND SALE OF ASSETS.\n\n         1.1      CERTAIN DEFINITIONS.  As used in this Agreement:\n\n                  (a) WC Assets. The \"WC ASSETS\" means those tangible and\nintangible assets, properties and rights that, as of the Closing Date (as\ndefined in Section 1.4), are owned or controlled by AOL or an entity controlled\nby AOL, are used by AOL or an entity controlled by\n\n\n                                      -2-\n\n   3\nAOL in the operation and conduct of the WC Business as it is currently conducted\nand as it is proposed to be conducted following the date hereof and which are\nset forth on Schedules 1.2(a) through (e) of the WC Assets Letter. As used in\nthis Agreement, the phrase \"as it is proposed to be conducted following the date\nhereof\" shall mean the conduct of the WC Business as if it were to be continued\nin substantially the same manner in which it is currently being run by AOL,\nexcept that the party owning the WC Business will be Excite and that the volume\nof transactions processed by the WC Business will be consistent with projections\nprovided by AOL, provided however, that the parties recognize that additional\nsystem capacity may be required to accommodate such projections, and provided\nfurther, that the parties recognize that (i) no warranty is being made as to\nwhether the anticipated volume of transactions will be met, (ii) there is no\nguarantee that the advertising revenues will not suffer if employees directly\ninvolved with the WC Business do not continue their employment after the\nEffective Date, and (iii) the acquisition of additional system capacity is\nbeyond the control of AOL.\n\n             (b) Intellectual Property. \"INTELLECTUAL PROPERTY\" means and\nincludes patents, patent applications and the right to file for patent\napplications (including but not limited to continuations, continuations-in-part,\ndivisionals and reissues), trademarks, logos, service marks, trade names and\nservice names (in each case whether or not registered) and applications for and\nthe right to file applications for registration thereof, copyrights (whether or\nnot registered) and applications for and the right to file applications for\nregistration thereof, moral rights, mask works and mask work registrations and\napplications for the right to file applications for registration thereof, trade\nsecrets, trade dress, publicity and privacy rights, and any other intellectual\nproperty rights arising under the laws of the United States of America, any\nState thereof, or any country or province.\n\n         1.2 AGREEMENT TO SELL AND PURCHASE WC ASSETS. Subject to the terms and\nconditions of this Agreement, and in reliance on the representations, warranties\nand covenants set forth in this Agreement, AOL agrees to sell, assign, transfer\nand convey to Excite at the Closing (as defined in Section 1.4), and Excite\nagrees to purchase and acquire from AOL at the Closing, all of AOL's right,\ntitle and interest in and to all of the WC Assets. The WC Assets will be sold,\nassigned, transferred and conveyed to Excite on the Closing Date, free and clear\nof all mortgages, pledges, liens, licenses, rights of possession, security\ninterests, restrictions, encumbrances, charges, title retention, conditional\nsale or other security arrangements and all claims or agreements of any nature\nwhatsoever, except as otherwise expressly disclosed on the AOL Exceptions Letter\n(as defined below). The WC Assets to be purchased by Excite under this Agreement\nshall consist of the following assets and properties owned or controlled by AOL\non the date hereof or on the Closing Date:\n\n             (a) Contracts. All right, title and interest of AOL in the \ncontracts, agreements, engagements, leases, advertising sales contracts and\nlicenses, written or oral, relating to the WC Business that are listed on\nSchedule 1.2(a) of the WC Assets Letter (each a \"WC CONTRACT\" and collectively,\nthe \"WC CONTRACTS\"); provided, however, that this Agreement will not effect the\nsale, assignment or transfer to Excite of any WC Contracts that by their terms\ncannot be so sold, assigned or transferred to Excite without the consent of a\nthird party unless and until such consent has been obtained; provided further,\nthat, as to any such WC Contracts, AOL will take such actions and grant such\nrights as may be necessary such that Excite will have\n\n\n                                      -3-\n\n   4\nthe full right and benefit under such WC Contracts notwithstanding such failure\nto sell, assign or transfer to Excite;\n\n                  (b) Intellectual Property. All right, title and interest of\nAOL in the Intellectual Property that is listed on Schedule 1.2(b) to the WC\nAssets Letter (the \"WC INTELLECTUAL PROPERTY\"), provided that the WC\nIntellectual Property shall not include the electronic or other media upon which\nsuch WC Intellectual Property is stored;\n\n                  (c) Software. All right, title and interest of AOL in any\ncomputer software (in source and object code form) and related documentation\nthat is listed on Schedule 1.2(c) to the WC Assets Letter (the \"WC SOFTWARE\"),\nprovided that the WC Software shall not include the electronic or other media\nupon which such WC Software is stored;\n\n                  (d) Web Sites. All right, title and interest of AOL in any\nWorld Wide Web sites maintained in connection with the WC Business, including\nall related URL addresses and related rights (including all agreements listed on\nSchedule 1.2(a), if any, related to \"hot links\" or other pointers to such Web\nsites), that is listed on Schedule 1.2(d) to the WC Assets Letter (the \"WC WEB\nSITES\");\n\n                  (e) Tangible WC Assets. The tangible assets and tangible\nembodiments of intangible assets, including all additions or accessions thereto\nthat occur from the date hereof until Closing, that are listed on Schedule\n1.2(e) to the WC Assets Letter (the \"WC TANGIBLE ASSETS\").\n\n                  (f) Documents. Copies of all financial records, logs, books,\nrecords, files, customer lists and histories, lists of advertisers, supplier\nlists and files, product component lists, engineering and design drawings,\ndiagrams and other documentation depicting or specifying the designs and\ncomponents of all the WC Contracts, the WC Intellectual Property, the WC\nSoftware, the WC Web Sites, the WC Accounts or the Tangible WC Assets, as well\nas any and all sales and marketing materials for the WC Business, provided that\nthe documents described herein shall not be deemed to include any of the assets\ndescribed in Schedules 1.2(a)-(e);\n\n                  (g) Media. The electronic or other media upon which the WC\nIntellectual Property and WC Software that is not transmitted electronically is\nstored.\n\n                  (h) Goodwill. All the goodwill of the WC Business.\n\n         1.3      ASSET TRANSFER; PASSAGE OF TITLE; DELIVERY; POWER OF ATTORNEY.\n\n                  (a) Title Passage. Except as otherwise provided in this\nSection, upon the Closing, title to all of the WC Assets shall pass to Excite;\nand AOL shall deliver to Excite possession of all of the WC Assets as provided\nin subsection 1.3(b), and shall further deliver to Excite a fully executed\nAssignment and Bill of Sale in the form attached hereto as Exhibit F (the \"BILL\nOF SALE\"), as well as any other assignments, conveyances and bills of sale\nsufficient to convey to Excite good and marketable title to all the WC Assets,\nfree and clear of all mortgages, pledges, liens, licenses, rights of possession,\nsecurity interests, restrictions, encumbrances, charges, title retention,\nconditional sale or other security arrangements and all claims or \n\n\n                                      -4-\n\n   5\nagreements of any nature whatsoever, except as otherwise expressly disclosed on\nthe AOL Exceptions Letter, as well as such other instruments of conveyance as\ncounsel for Excite may reasonably deem necessary or desirable (both at and after\nthe Closing) to effect or evidence the transfers contemplated hereby;\n\n             (b) Delivery of WC Assets. The WC Assets shall be delivered by AOL\nto Excite on the Closing Date at Excite's facility in Mountain View, California\nor at such other location as Excite shall designate. Delivery shall be\neffectuated by electronic transmission to the greatest extent possible.\n\n         1.4 CLOSING. The consummation of the purchase and sale of the WC Assets\nand the delivery of the consideration therefor will take place at a closing to\nbe held at the offices of Excite's counsel, Fenwick &amp; West LLP, Two Palo Alto\nSquare, Palo Alto, California (the \"CLOSING\") on March 31, 1997 or the earliest\npracticable and mutually agreeable date following the satisfaction or waiver of\nthe conditions to closing set forth in Section 8 hereof (the \"CLOSING DATE\"), or\nat such other time or date, and at such place, or by such other means of\nexchanging documents, as may be agreed to by the parties hereto.\n\n         1.5 EXCHANGE RIGHT. At or within ninety (90) days following the\nClosing, AOL shall have the right to exchange all or a portion of the Existing\nExcite Shares for a similar number of common-equivalent Excite Series E-4\nPreferred Shares with the rights, preferences and privileges described in the\nform of the Certificate of Determination attached hereto as Exhibit A. Such\nexchange shall be effectuated by the surrender by AOL within the time period\nreferenced above of the stock certificate(s) representing the Existing Excite\nShares to Excite along with a notice requesting Excite to issue the appropriate\nnumber of Excite Series E-4 Preferred Shares to AOL, whereupon Excite or\nExcite's transfer agent shall cancel the certificate(s) representing the\nExisting Excite Shares and issue the certificate(s) for the Excite Series E-4\nPreferred Shares. The date of the certificate(s) for the Excite Series E-4\nPreferred Shares shall be the date on which Excite or Excite's transfer agent\nreceives the certificates for the Existing Excite Shares that are being\nsurrendered.\n\n2.     PURCHASE PRICE; PAYMENTS.\n\n         2.1 PURCHASE PRICE. In consideration of the sale, transfer, conveyance\nand assignment of all the WC Assets to Excite at the Closing and the other\nconsideration provided by AOL hereunder, as of the Closing:\n\n             (a) Acquisition Shares. Excite will issue and deliver a certificate\nor certificate(s) representing One Million Two Hundred Fifty Thousand\n(1,250,000) shares of Excite Series E-1 Preferred Stock, registered in the name\nof AOL (or such wholly-owned subsidiary of AOL as AOL may direct). In addition,\nExcite will issue 700,000 shares of Series E-2 Preferred Stock in consideration\nof the services to be provided by AOL, as provided for in the Operating\nAgreement, attached hereto as Exhibit D.\n\n             (b) Assumption of Liabilities. Excite will deliver to AOL an\nAssumption Agreement in the form attached hereto as Exhibit G, under which\nExcite agrees to assume all the \n\n\n                                      -5-\n\n   6\nAssumed Liabilities (as defined in Section 3.1) and no other liabilities of the\nWC Business or of AOL.\n\n         2.2 REGISTRATION RIGHTS. AOL shall have certain registration rights\nwith respect to the shares of Excite Common Stock issuable upon conversion of\nthe Excite Preferred Shares, as more fully set forth in the Registration Rights\nAgreement and Section 6.3 hereof.\n\n         2.3 SALES TAX. Any sales or use tax liability that arises with respect\nto the transfer of the WC Assets from AOL to Excite will be borne equally by AOL\nand Excite.\n\n3.     ASSUMPTION OF LIABILITIES AND OBLIGATIONS\n\n         3.1 ASSUMED LIABILITIES. The following liabilities of AOL related to\nthe WC Business expressly listed below in this Section 3.1 will be assumed by\nExcite (collectively, the \"ASSUMED LIABILITIES\"):\n\n             (a) WC Contracts. The obligations of AOL arising from and after the\nClosing under those (and only those) WC Contracts specifically listed in\nSchedule 1.2(a) to the WC Assets Letter, provided however, that notwithstanding\nthe foregoing, Excite will not assume, and the Assumed Liabilities will not\ninclude, any obligation of AOL under any such WC Contract that arises or is\nrelated to a breach of such WC Contract by AOL, to the extent such breach occurs\nprior to the Closing Date other than an obligation of AOL that results from a\nbreach of a WC Contract by AOL during the Transition Period (as defined in the\nOperating Agreement) if the breach results from an action (or lack of action)\ntaken at the direction of Excite or is taken to avoid a breach of the Operating\nAgreement; and\n\n             (b) Listed Liabilities. Any liabilities expressly listed on\nSchedule 3.1 to the WC Assets Letter, to the extent clearly and unambiguously\ndescribed therein.\n\n         3.2 LIABILITIES AND OBLIGATIONS NOT ASSUMED. Except as expressly set\nforth in Section 3.1 above, Excite shall not assume or become obligated in any\nway to pay any liabilities, debts or obligations of AOL or of the WC Business\nwhatsoever, including but not limited to any liabilities or obligations now or\nhereafter arising from or with respect to, any current or future outstanding\noptions to purchase AOL Common Stock, the sale or license of any products or\nservices of AOL that occurred prior to the Closing, the termination by AOL of\nthe employment of any current or future employees of AOL or any of its\naffiliates, any other claims brought against AOL arising from AOL's employment\nof any person, any duties or obligations under any existing or future employee\nbenefit plans of AOL or any of its affiliates, any present or future obligations\nor liabilities of AOL or any of its affiliates to existing or future employees\nof AOL or any of its affiliates under the Consolidated Omnibus Budget\nReconciliation Act of 1985, as amended (\"COBRA\"), the Federal Worker Adjustment\nand Retraining Act (\"WARN\") or any severance pay obligations of AOL or any of\nits affiliates or any obligations or liabilities or arising from any breach or\ndefault by AOL of any contract, agreement or commitment of AOL (including but\nnot limited to the Contracts that occurred (or arose from facts occurring) prior\nto the Closing). All liabilities, debts and obligations of AOL not expressly\nassumed by Excite hereunder are hereinafter referred to as the \"EXCLUDED\nLIABILITIES\".\n\n\n                                      -6-\n\n   7\n         3.3 NO OBLIGATIONS TO THIRD PARTIES. The execution and delivery of this\nAgreement shall not be deemed to confer any rights upon any person or entity\nother than the parties hereto, or make any person or entity a third party\nbeneficiary of this Agreement, or to obligate the parties to any person or\nentity other than the parties to this Agreement. Assumption by Excite of any\nliabilities or obligations of AOL under Section 3.1 shall in no way expand the\nrights or remedies of third parties against Excite as compared to the rights and\nremedies such parties would have against AOL if the Closing were not\nconsummated.\n\n4.     REPRESENTATIONS AND WARRANTIES OF EXCITE.\n\n         Excite hereby represents and warrants to AOL that except as set forth\non the Excite Disclosure Letter delivered concurrently herewith, all the\nfollowing statements are true, accurate and correct:\n\n         4.1 ORGANIZATION AND GOOD STANDING. Excite is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nCalifornia, and has the corporate power and authority to own, operate and lease\nits properties and to carry on its business as now conducted and as proposed to\nbe conducted, and is qualified as a foreign corporation in each jurisdiction in\nwhich a failure to be so qualified could reasonably be expected to have a\nmaterial adverse effect on its present operations or financial condition.\n\n         4.2 POWER, AUTHORIZATION AND VALIDITY.\n\n             4.2.1 Excite has the right, power, legal capacity and authority to\nenter into and perform its obligations under this Agreement, and all agreements\nto which Excite is or will be a party that are required to be executed pursuant\nto this Agreement (the \"EXCITE ANCILLARY AGREEMENTS\"). The execution, delivery\nand performance of this Agreement and the Excite Ancillary Agreements have been\nduly and validly approved and authorized by Excite's Board of Directors.\n\n             4.2.2 No filing, authorization or approval, governmental or\notherwise, is necessary to enable Excite to enter into, and to perform its\nobligations under this Agreement and the Excite Ancillary Agreements, except for\n(a) filings required under federal antitrust laws; and (b) such filings as may\nbe required to comply with federal and state securities laws.\n\n             4.2.3 This Agreement and the Excite Ancillary Agreements are, or\nwhen executed by Excite will be, valid and binding obligations of Excite\nenforceable in accordance with their respective terms, except as to the effect,\nif any, of (a) applicable bankruptcy and other similar laws affecting the rights\nof creditors generally, (b) rules of law governing specific performance,\ninjunctive relief and other equitable remedies and (c) the enforceability of\nprovisions requiring indemnification in connection with the offering, issuance\nor sale of securities;\n\n             4.2.4 Due Authorization. The Excite Preferred Shares, when issued\nand delivered by Excite pursuant to the terms of this Agreement, will be duly\nauthorized, validly issued, fully paid and non-assessable and will be free and\nclear of all liens, encumbrances and\n\n\n                                      -7-\n\n   8\nadverse claims. Based in part on the representations made by AOL in Section 5\nhereof, the Excite Preferred Shares and (assuming no change in applicable law\nand no unlawful distribution of the Excite Preferred Shares by AOL or other\nparties) the shares of Excite Common Stock issued upon conversion of the Excite\nPreferred Shares, will be issued in full compliance with the registration and\nprospectus delivery requirements of the 1933 Act and the registration and\nqualification requirements of all securities laws of the States of the United\nStates (collectively, \"BLUE SKY LAWS\").\n\n             4.3 NO VIOLATION OF EXISTING AGREEMENTS. Neither the execution and\ndelivery of this Agreement nor any Excite Ancillary Agreement, nor the\nconsummation of the transactions contemplated hereby or thereby, will conflict\nwith, or (with or without notice or lapse of time, or both) result in a\ntermination or material breach or violation of (a) any provision of the Articles\nof Incorporation of Excite, or the Bylaws of Excite, all as currently in effect,\n(b) in any material respect, any agreement material to Excite's business (c) any\nfederal, state, local or foreign judgment, writ, decree, order, statute, rule or\nregulation applicable to Excite or its assets or properties.\n\n             4.4 DISCLOSURE. Excite has made available to AOL an investor\ndisclosure package consisting of true and complete copies of (a) the final\nprospectus from the initial public offering of Excite's Common Stock dated April\n3, 1996, and (b) all Forms 10-Q and 8-K filed by Excite with the Securities and\nExchange Commission (the \"SEC\") since December 31, 1995 and up to the date of\nthis Agreement (collectively, the \"EXCITE DISCLOSURE PACKAGE\"). The Excite\nDisclosure Package, as of the date filed with the SEC, unless subsequently\namended, this Agreement, the exhibits and schedules hereto, and any certificates\nor documents to be delivered to AOL pursuant to this Agreement, when taken\ntogether, do not contain any untrue statement of a material fact or omit to\nstate any material fact necessary in order to make the statements contained\nherein and therein, in light of the circumstances under which such statements\nwere made, not misleading.\n\n             4.5 CAPITALIZATION. The authorized capital stock of Excite consists\nof 25,000,000 shares of Common Stock and 4,000,000 shares of Preferred Stock.\n11,965,450 shares of Excite Common Stock were issued and outstanding and no\nshares of Excite Preferred Stock were outstanding as of November 15, 1996. An\naggregate of 2,200,000 shares of Excite Common Stock are reserved and authorized\nfor issuance pursuant to the Excite 1995 Equity Incentive Plan, an aggregate of\n1,500,000 shares of Excite Common Stock are reserved and authorized for issuance\npursuant to the Excite 1996 Equity Incentive Plan, an aggregate of 150,000\nshares of Excite Common Stock are reserved and authorized for issuance pursuant\nto the Excite 1996 Directors Stock Option Plan, and an aggregate of 150,000\nshares of Excite Common Stock are reserved and authorized for issuance pursuant\nto the Excite 1996 Employee Stock Purchase Plan (all such plans are referred to\nherein as the \"STOCK PLANS\"). As of November 15, 1996, options to purchase\n2,387,107 shares of Excite Common Stock were outstanding under the Stock Plans\nand no options have been issued outside of the Stock Plans. Without giving\neffect to the transactions contemplated hereby, warrants to purchase 705,451\nshares of Excite Common Stock are outstanding. All issued and outstanding shares\nof Excite Common Stock have been duly authorized and validly issued, are fully\npaid and non assessable, are not subject to any right of rescission, and have\nbeen offered, issued, sold and delivered by Excite in compliance with all\n\n\n                                      -8-\n\n   9\nregistration or qualification requirements (or applicable exemptions therefrom)\nof applicable federal and state securities laws. Except as set forth in this\nSection 4.5, there are no options, warrants, calls, commitments, conversion\nprivileges or preemptive or other rights or agreements outstanding to purchase\nany of Excite's authorized but unissued capital stock or any securities\nconvertible into or exchangeable for shares of Excite Capital Stock or\nobligating Excite to grant, extend, or enter into any such option, warrant,\ncall, right, commitment, conversion privilege or other right or agreement, and\nthere is no liability for dividends accrued but unpaid. There are no voting\nagreements, rights of first refusal or other restrictions (other than normal\nrestrictions on transfer under applicable federal and state securities laws)\napplicable to any of Excite's outstanding securities. Excite is not under any\nobligation to register under the Securities Act any securities that may be\nsubsequently issued.\n\n         4.6 LITIGATION. There is no claim, action, suit or proceeding pending\nor, to Excite's knowledge, threatened, against Excite, at law, in equity, by way\nof arbitration or before any governmental department, commission, board or\nagency that might have a material adverse effect on Excite, nor is Excite aware\nof any reasonable basis therefor. There are no judgments, decrees, injunctions\nor orders of any court, governmental department, commission, agency,\ninstrumentality or arbitrator against Excite.\n\n5.     REPRESENTATIONS AND WARRANTIES OF AOL.\n\n         AOL represents and warrants to Excite that, except as set forth in the\nAOL Disclosure Letter delivered concurrently with the execution hereof, all of\nthe following statements are true, accurate and correct:\n\n         5.1 CORPORATE ORGANIZATION. AOL is a corporation duly organized,\nvalidly existing, and in good standing under the laws of the State of Delaware.\nAOL is duly qualified to transact business as a foreign corporation, and is in\ngood standing, in all jurisdictions where the failure to be so qualified would\nadversely affect the WC Business. AOL has all necessary corporate power and\nauthority to own and use the WC Assets and to operate the WC Business and to\nenter into this Agreement and all assignments or other documents that AOL is\nrequired to execute and deliver hereunder, including without limitation the\nAncillary Agreements (the \"AOL ANCILLARY AGREEMENTS\"), and holds all permits,\nlicenses, orders and approvals of all federal, state and local governmental or\nregulatory bodies necessary and required therefor. For purposes of this Section\n5.1 and with respect to Section 5.2, each representation and warranty given\nherein and therein shall be deemed, as applicable, a separate representation and\nwarranty of each of AOL (not including GNN) and GNN.\n\n         5.2 POWER AND AUTHORITY; NO DEFAULT UPON TRANSFER. The execution,\ndelivery and performance by AOL of this Agreement and the AOL Ancillary\nAgreements, and the consummation of all the transactions contemplated hereby and\nthereby, have been duly and validly authorized by AOL by all necessary corporate\naction of AOL's Board of Directors and shareholders. This Agreement and the AOL\nAncillary Agreements, when executed and delivered by AOL, will be duly and\nvalidly executed and delivered and will be the valid and binding obligations of\nAOL, enforceable against AOL in accordance with their respective terms, except\nas to the effect, if any, of (a) applicable bankruptcy and other similar laws\naffecting the rights of \n\n\n                                      -9-\n\n   10\ncreditors generally, (b) rules of law governing specific performance, injunctive\nrelief and other equitable remedies and (c) the enforceability of provisions\nrequiring indemnification in connection with the offering, issuance or sale of\nsecurities. Neither the execution and delivery of this Agreement or the AOL\nAncillary Agreements by AOL, nor the performance by AOL of its obligations under\nthis Agreement or the AOL Ancillary Agreements, will (i) violate AOL's\nCertificate of Incorporation or By-Laws, (ii) result in a material violation or\nbreach of, or permit any third party to rescind any term or provision of, or\nconstitute a default under, any loan, note, indenture, mortgage, deed of trust,\nsecurity agreement, lease or material contract, WC Contract, license or other\nagreement to which AOL is a party or by which AOL or any of the WC Assets is\nbound or (iii) violate any law, statute, rule or regulation or order, writ,\njudgment, injunction or decree of any court, administrative agency or government\nbody applicable to AOL or the WC Business.\n\n         5.3 TITLE. AOL has good and marketable title to all of the WC Assets,\nfree and clear of all mortgages, pledges, liens, licenses, rights of possession,\nsecurity interests, restrictions, encumbrances, charges, title retention,\nconditional sale or other security arrangements and all claims or agreements of\nany nature whatsoever. Title to all the WC Assets is freely transferable from\nAOL to Excite without obtaining the consent or approval of any person or party.\n\n         5.4 EMPLOYEES. Included as Schedule 5.4 to the AOL Disclosure Letter is\na complete list of AOL's employees whose work relates directly to the WC\nBusiness as of the date hereof, including, with respect to each full-time\nemployee a description of the title and responsibilities of each such employee,\nthe current compensation payable to each such employee, the date of hire and the\ndate and amount of last compensation adjustment and any contract, agreement,\nunderstanding or ongoing commitment of AOL to such employee, whether or not in\nwritten form, and with respect to each part-time employee a description of the\ntitle and responsibilities of each such employee.\n\n         5.5 CONDITION AND COMPLETENESS OF TANGIBLE WC ASSETS. Schedule 1.2(e)\nto the WC Assets Letter contains a complete list of all WC Tangible Assets, and\nsuch list sets forth all of the tangible assets required to conduct the WC\nBusiness as presently conducted and as it is proposed to be conducted following\nthe date hereof. As of the Closing, all of the material WC Tangible Assets will\nbe in good working condition and repair, ordinary wear and tear excepted.\n\n         5.6 LITIGATION. There is no claim, action, suit or proceeding pending\nor, to AOL's knowledge, threatened, against AOL (including but not limited to\nany claim, action, suit or proceeding relating to or affecting the WC Business\nor the WC Assets), at law, in equity, by way of arbitration or before any\ngovernmental department, commission, board or agency that might have a material\nadverse effect on the WC Business or the WC Assets, nor is AOL aware of any\nreasonable basis therefor. There are no judgments, decrees, injunctions or\norders of any court, governmental department, commission, agency,\ninstrumentality or arbitrator against AOL affecting the WC Assets or the WC\nBusiness.\n\n         5.7 CONTRACTS AND COMMITMENTS. Schedule 5.7, attached to the WC Assets\nLetter, lists and describes all contracts, agreements, understandings and\ncommitments of AOL directly related to the WC Business, whether written or oral\n(other than oral agreements to employ \n\n\n                                      -10-\n\n   11\nemployees of AOL): (i) that involve the payment by any party thereto of\nconsideration in an amount of $20,000 or more; (ii) under which performance may\nextend beyond six (6) months after the Closing Date; (iii) that involve the\nlending or borrowing of money or any guarantees by AOL or the payment of\nindebtedness or performance of an obligation of any third party; (iv) that\ninvolve transactions not in the ordinary course of the WC Business; (v) that\ninvolve the lease or purchase of real estate; (vi) that involve the purchase or\nlicense of any Intellectual Property related to or used in the WC Business; or\n(vii) that are otherwise material to the WC Business or the WC Assets (the\n\"MATERIAL WC Contracts\"). AOL is not in violation, breach or default of any of\nthe Material WC Contracts. AOL has delivered to Excite a true and correct copy\nof each written WC Contract included in the WC Assets and listed on Schedule\n1.2(a). AOL has obtained, or by Closing will obtain, all written consents of\nthird parties required to assign and transfer all Material WC Contracts to\nExcite without the breach or violation of any such Material WC Contract. The\nMaterial WC Contracts, together with the Commercial Agreement and this\nAgreement, constitute in every material respect, sufficient contractual rights\nto continue to operate the WC Business in the manner in which it has been\npreviously conducted by AOL and as it is proposed to be conducted following the\ndate hereof. AOL has not entered into any contracts, agreements, understandings\nor commitments directly related to the WC Business, whether written or oral,\noutside of the ordinary course of business since November 4, 1996.\n\n         5.8 INTELLECTUAL PROPERTY. Schedule 1.2(b) of the AOL Disclosure Letter\nsets forth all Intellectual Property used to conduct the WC Business as it is\nnow being conducted by AOL, and such WC Intellectual Property is sufficient to\nconduct the WC Business as it is now being conducted and as it is proposed to be\nconducted following the date hereof, in every material respect. AOL owns,\npossesses, has the exclusive right to make, use, sell and license, has the right\nto bring actions for the infringement of, and where necessary, has made timely\nand proper application for protection of, all WC Intellectual Property rights\nthat are used in the WC Business or that comprise a portion of the WC Assets.\nAOL has not granted any third party any outstanding licenses or other rights to\nany of the WC Intellectual Property and AOL is not liable, nor has it made any\ncontract or arrangement whereby it may become liable, to any person for any\nroyalty or other compensation for the use of any WC Intellectual Property. AOL\nhas not received notice of any claim that any WC Intellectual Property infringes\nany Intellectual Property right of any third party and there is no basis for\nsuch claim known to AOL. All employees and consultants of AOL and any other\nthird parties who have been involved in product development for AOL have\nexecuted invention assignment agreements and all employees and consultants who\nhave access to confidential or trade secret information concerning AOL's\ntechnology or products have executed nondisclosure agreements, each\nsubstantially similar to the form of agreement attached hereto as Schedule 5.8.\nTo the best of AOL's knowledge, no former employee or consultant of AOL has\npossession of any software (in source code or object code form) that is owned by\nAOL and used in the WC Business.\n\n         5.9 COMPLETENESS OF WC ASSETS. The WC Assets, as described in Section\n1.2 and listed on Schedules 1.2(a) through (e), constitute in every material\nrespect, all of the assets that have been used in the operation of the WC\nBusiness, and that are sufficient to continue to operate the WC Business in the\nmanner in which it has been conducted by AOL prior to the date hereof and as it\nis proposed to be conducted following the date hereof.\n\n\n                                      -11-\n\n   12\n         5.10 COMPLIANCE WITH LAWS. In the operation of the WC Business, AOL\nhas, to the best of AOL's knowledge, duly complied with all applicable laws,\nrules, regulations and orders of federal, state, local and foreign governments\n(including but not limited to all export control laws and regulations of the\nUnited States of America or any governmental, authority or agency of the United\nStates government), except where the failure to comply would not have a\nmaterially adverse effect on the WC Assets or the WC Business, and AOL is not in\ndefault with respect to any order, judgment, writ, injunction, decree, award,\nrule or regulation of any court, governmental or regulatory body or arbitrator\nwhich restrains or limits the operations of the WC Business or the use of the WC\nAssets.\n\n         5.11 LABOR AND EMPLOYEE RELATIONS. There are no agreements between any\nunion, labor organization or other collective bargaining agent in respect of any\nemployee of AOL who is involved with the WC Business. The relations between AOL\nand the employees of the WC Business are generally good in that the WC business\nhas not experienced excessive turnover and the employees of the WC Business are\ngenerally supportive of management's goals.\n\n         5.12 AUTHORIZATION FOR THIS AGREEMENT. Except for filings required\nunder federal antitrust laws, no authorization, approval, consent of, or filing\nwith any governmental department, bureau, agency, public board, authority or\nother third party is required for the consummation by AOL of the transactions\ncontemplated by this Agreement.\n\n         5.13 TAXES. At the Closing, and upon the date of any subsequent\ntransfer of WC Assets to Excite in accordance with this Agreement, there will be\nno federal, state or local tax liens against any of the WC Assets to be\ntransferred to Excite hereunder. AOL has paid or will pay, when due, any\nfederal, state or local taxes attributable to periods prior to the Effective\nDate with respect to the WC Assets or the WC Business which, if unpaid, may\nresult in a lien against any of the WC Assets.\n\n         5.14 MATERIAL MISSTATEMENTS OR OMISSIONS. No representation or warranty\nby AOL in this Agreement, and no document, written statement, certificate or\nschedule furnished or to be furnished to Excite by (or on behalf of) AOL\npursuant thereto, when construed together with all other such representations,\nwarranties, documents, written statements, certificates or schedules contains,\nor will, when furnished, contain, any untrue statement of a material fact, or\nomits, or will then omit to state, a material fact necessary to make any\nstatement of facts contained herein or therein not materially misleading. There\nhave been no events or transactions, or information which has come to the\nattention of AOL which, as related directly to the WC Business or the WC Assets,\ncould reasonably be expected to have a material adverse effect on the business,\noperations, affairs, prospects or condition of the WC Business or the WC Assets\nother than for general economic or industry conditions or trends.\n\n         5.15 ENVIRONMENTAL MATTERS. To AOL's knowledge, without any independent\ninvestigation, the facilities in which the WC Business operates (the\n\"FACILITIES\") are not in violation of any federal, state or local law, ordinance\nor regulation relating to disposal of Hazardous Materials (as defined below) or\nthe environmental conditions on or under such properties or facilities,\nincluding but not limited to, soil and groundwater conditions. During the time\nAOL has owned, leased or occupied the Facilities, AOL has not used, generated,\n\n\n                                      -12-\n\n   13\nmanufactured or stored on or under any part of the Facilities, or transported to\nor from any part of the Facilities, any Hazardous Materials in violation of\nCERCLA (as defined below) or any other applicable state or federal environmental\nlaw. AOL has no knowledge of any presence, disposals, releases or threatened\nreleases of any Hazardous Materials on, from or under any part of the\nFacilities. For purposes of this Section, \"HAZARDOUS MATERIALS\" means any\nhazardous or toxic substance, material or waste that is, or becomes prior to the\nClosing, regulated or defined as a \"hazardous substance,\" \"pollutant\",\n\"contaminant\", \"toxic chemical\", \"hazardous material\", \"toxic substance\" or\n\"hazardous chemical\" or similar hazardous substance under the Comprehensive\nEnvironmental Response, Compensation and Liability Act of 1980, as amended\n(\"CERCLA\"), or any other similar state or federal law, statute, ordinance, rule\nor regulation having a scope of purpose similar to that of CERCLA.\n\n         5.16 REPRESENTATIONS WITH RESPECT TO EXCITE PREFERRED SHARES. AOL and\nAOL Ventures (each referred to as AOL for purposes of this Section 5.16 only),\neach hereby represent and warrant to Excite, with respect to the Excite\nPreferred Shares, as follows:\n\n              (a) Experience. AOL has experience in evaluating and investing in\nprivate placement transactions so that AOL is capable of evaluating the merits\nand risks of AOL's investment in Excite. AOL, by reason of AOL's business or\nfinancial experience or the business or financial experience of AOL's\nprofessional advisors who are unaffiliated with and who are not compensated by\nExcite or any affiliate or selling agent of Excite, directly or indirectly, has\nthe capacity to protect AOL's own interests in connection with the purchase of\nthe securities hereunder. AOL is an accredited investor (as defined in Rule\n501(a) under Regulation D under the 1933 Act), and intends for Excite to rely\nupon AOL's representations when accepting AOL's investment.\n\n              (b) Investment. AOL is acquiring the Excite Preferred Shares for\ninvestment purposes only, for AOL's own account, not as a nominee or agent, and\nnot with a view to, or for resale in connection with, any distributions thereof\nwithin the meaning of the 1933 Act. AOL understands that the Excite Preferred\nShares have not been, and will not be, registered under the 1933 Act and are\nbeing issued in accordance with a specific exemption from the registration\nprovisions of the 1933 Act, which depends upon, among other things, the bona\nfide nature of the investment intent and the accuracy of AOL's representations\nas expressed herein.\n\n              (c) Rule 144. AOL acknowledges that the Excite Preferred Shares\nmust be held indefinitely unless subsequently registered under the 1933 Act or\nan exemption from such registration requirement is available. AOL is aware of\nthe provisions of Rule 144 promulgated under the 1933 Act, which permit limited\nresale of securities purchased in a private placement, subject to the\nsatisfaction of certain conditions.\n\n              (d) Access to Data. AOL has met with representatives of Excite and\nthereby has had the opportunity to ask questions of, and receive answers from,\nsaid representatives concerning Excite and the terms and conditions of this\ntransaction, as well as to obtain any information requested by AOL. Any\nquestions raised by AOL or its representatives concerning the transaction have\nbeen answered to the satisfaction of AOL and its representatives. AOL's\n\n\n                                      -13-\n\n   14\ndecision to purchase the Excite Preferred Shares is based in part on AOL's own\nevaluation of the risks and merits of the purchase and Excite's proposed\nbusiness activities.\n\n              (e) Tax Consequences. AOL has reviewed with its own tax advisors\nthe federal, state, local and foreign tax consequences of the investment in the\nExcite Preferred Shares. AOL is relying solely on such advisors and not on any\nstatements or representations of Excite or any of its agents and understands\nthat AOL (and not Excite) shall be responsible for AOL's own tax liability (if\nany) that may arise as a result of the investment in the Excite Preferred\nShares.\n\n              (f) Transferability. AOL agrees, acknowledges and understands\nthat, without the consent of Excite, the Excite Preferred Shares may not be\nsold, pledged, transferred or otherwise disposed of, provided that such\nrestrictions shall not prevent AOL from converting the Excite Preferred Shares\nto shares of Excite Common Stock pursuant to the Certificate of Determination\nwhereupon such shares may be transferred subject to applicable securities law\nrestrictions.\n\n              (g) Legends. AOL acknowledges and understands that the securities\nof Excite issued hereunder shall bear the following legends (and any other\nlegends required under state securities laws in the opinion of legal counsel for\nExcite):\n\n              (i) The Excite Preferred Shares shall bear the following legend:\n\n              THE SECURITIES REPRESENTED HEREBY MAY NOT BE GIFTED, TRANSFERRED,\n              PLEDGED, RESOLD OR OTHERWISE DISPOSED OF. THE SHARES EVIDENCED BY\n              THIS CERTIFICATE (1) ARE CONVERTIBLE INTO SHARES OF COMMON STOCK\n              OF THE COMPANY AT THE OPTION OF THE HOLDER, OR (2) UPON CERTAIN\n              CONSENTS OF THE HOLDERS OF THE COMPANY'S SERIES E PREFERRED STOCK,\n              ALL PURSUANT TO AND UPON THE TERMS AND CONDITIONS SPECIFIED IN THE\n              COMPANY'S ARTICLES OF INCORPORATION. A COPY OF SUCH ARTICLES OF\n              INCORPORATION MAY BE OBTAINED, WITHOUT CHARGE, AT THE COMPANY'S\n              PRINCIPAL OFFICE.\n\n              (ii) The Excite Preferred Shares and the shares of Excite Common\n              Stock into which such Excite Preferred Share may be converted\n              shall bear the following legends:\n\n              THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER\n              THE SECURITIES ACT OF 1933, AS AMENDED (THE \"ACT\"), OR UNDER THE\n              SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO\n              RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE\n              TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE\n              APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR\n              EXEMPTION THEREFROM. INVESTORS SHOULD\n\n\n                                      -14-\n\n   15\n              BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF\n              THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF\n              THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND\n              SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT\n              ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND\n              ANY APPLICABLE STATE SECURITIES LAWS.\n\n         5.17 BROKERAGE AND FINDER'S FEES. Neither AOL nor any of its affiliates\nhas employed any broker, finder or agent, or agreed to pay or incurred any\nbrokerage fee, finder's fee or commission with respect to the transactions\ncontemplated by this Agreement, or dealt with anyone purporting to act in the\ncapacity of a broker, finder or agent with respect thereto as a result of which\nany claim for a fee can be asserted against Excite.\n\n6.       COVENANTS OF EXCITE.\n\n         Excite covenants and agrees with AOL as follows:\n\n         6.1 CONFIDENTIAL INFORMATION. All copies of financial information,\nmarketing and sales information, pricing, marketing plans, business plans,\nfinancial and business projections, manufacturing processes and procedures,\nformulae, methodologies, inventions, product designs, product specifications and\ndrawings, and other confidential and\/or proprietary information of AOL disclosed\nto Excite in connection with the transactions contemplated by this Agreement\n(\"AOL CONFIDENTIAL INFORMATION\") will be held in confidence and not used or\ndisclosed by Excite or any of its employees, affiliates or stockholders for a\nperiod of three (3) years from the Effective Date and will be promptly destroyed\nby Excite or returned to AOL, upon AOL's written request to Excite; provided,\nhowever that from and after the Closing, the foregoing covenant shall not be\napplicable to any AOL Confidential Information related to the WC Business that\nis included in the WC Assets. Excite's employees, affiliates and stockholders\nwill not be given access to AOL Confidential Information from and after the\nClosing other than AOL Confidential Information related to the WC Business that\nis included in the WC Assets, except on a \"need to know\" basis. It is agreed\nthat AOL Confidential Information will not include information that: (a) is\nproven to have been known to Excite prior to receipt of such information from\nAOL; (b) is disclosed by a third party having the legal right to disclose such\ninformation and who owes no obligation of confidence to AOL; (c) is now, or\nlater becomes part of the general public knowledge or literature in the art,\nother than as a result of a breach of this Agreement by Excite; or (d) is\nindependently developed by Excite without the use of any AOL Confidential\nInformation. The provisions of this Section 6.1 and of Section 7.5 supersede any\nexisting non-disclosure agreements entered into between the parties with respect\nto AOL Confidential Information and Excite Confidential Information, provided\nhowever that existing non-disclosure agreements entered into between the parties\nwith respect to confidential information that does not constitute AOL\nConfidential Information or Excite Confidential Information as defined herein\nshall not be affected by this Section 6.1 or Section 7.5.\n\n         6.2 HART-SCOTT-RODINO COMPLIANCE. Promptly after execution of this\nAgreement, Excite shall cooperate with AOL to prepare and file such\nnotifications as are required pursuant to\n\n\n                                      -15-\n\n   16\nthe Hart-Scott-Rodino Pre-Merger Notification Act of 1976 (the \"HSR ACT\").\nExcite and AOL shall share the filing fees of such filings equally.\n\n         6.3 FAIRNESS HEARING. Excite shall request the Department of\nCorporations to conduct a Fairness Hearing and upon agreement of the Department\nof Corporations to do so, make all necessary filings in a timely manner and take\nall necessary measures as soon as practicable to facilitate the granting by the\nDepartment of Corporations of the California Permit. If Excite is unable to\nobtain, for whatever reason, the California Permit or if existing law is\ninterpreted to the effect that the California Permit does not provide an\nexemption from registration under the 1933 Act, Excite shall file a shelf\nregistration statement on Form S-3 with respect to the shares of Excite Common\nStock into which the Transaction Shares are convertible, in the time period and\nas further provided in the Registration Rights Agreement. All of the shares of\nExcite Common Stock into which the Transaction Shares are convertible shall be\nentitled to certain demand and piggyback registration rights as further provided\nin the Registration Rights Agreement.\n\n         6.4 SATISFACTION OF CLOSING CONDITIONS. Excite shall use reasonable\nbest efforts to satisfy the conditions to AOL's obligations set forth in\nSections 8.1 and 8.3 prior to December 31, 1996, provided however that Excite's\nfailure to satisfy such conditions shall not be deemed a breach of this\nAgreement.\n\n         6.5 ELECTION OF AOL REPRESENTATIVE TO BOARD. Excite will use all\nreasonable efforts to have the holders of a sufficient number of the voting\nshares of Excite stock execute a voting agreement (or provide another instrument\nwith the same effect) to ensure the election of a representative of AOL to the\nBoard of Directors of Excite for so long as AOL holds at least 1,315,165 shares\nof Excite Common Stock on an as converted to Common Stock basis and as adjusted\nfor stock splits, reclassifications, recapitalizations and similar events.\n\n         6.6 SURVIVAL OF COVENANTS. The covenants set forth in Section 6.2 shall\nsurvive the Closing. The covenants set forth in Section 6.1 above shall survive\nthe termination of this Agreement for any reason.\n\n7.     COVENANTS OF AOL.\n\n         AOL covenants and agrees with Excite as follows:\n\n         7.1 ACCESS TO INFORMATION. From the date hereof to the Closing Date,\nAOL will afford to the representatives of Excite, including its counsel and\nauditors, during normal business hours, access to any and all of the WC Assets\nand information with respect to the WC Business to the end that Excite may have\na reasonable opportunity to make such a full investigation of the WC Assets and\nof the WC Business in advance of the Closing Date as it shall reasonably desire,\nand the officers of AOL will confer with representatives of Excite and will\nfurnish to Excite, either orally or by means of such records, documents, and\nmemoranda as are available or reasonably capable of preparation, such\ninformation as Excite may reasonably request, and AOL will furnish to Excite's\nauditors all consents and authority that they may reasonably request in\nconnection with any examination of Excite. In addition, AOL will afford the\nExcite's \n\n\n                                      -16-\n\n   17\nrepresentatives, including its counsel and auditors, reasonable access to the\nFacilities and all WC Assets located at the Facilities at reasonable times.\n\n         7.2 CONSENT OF THIRD PARTIES. Prior to the Closing Date, AOL shall\nobtain the consent in writing of all persons necessary to permit AOL to assign\nand transfer all of the WC Assets (including but not limited to the WC\nContracts) to Excite, free and clear of all liens, security interests,\nrestrictions, claims and encumbrances (other than the Assumed Liabilities) and\nto perform its obligations under, and to conclude the transactions contemplated\nby, this Agreement in order that the performance hereof will not result in the\ntermination of, or any violation, breach or default under, any WC Contracts or\nany material contracts, loans, notes, agreements, obligations, leases, permits\nor licenses to which AOL is a party or by which any of AOL's property is bound.\nNotwithstanding the foregoing, AOL shall only be required to use all reasonable\nefforts to obtain the rights for Excite to use the PLS licenses covering all\nexisting service and development hardware for the CPL text retrieval engine,\nindexer and summarizer and for PLweb, provided that the scope of such rights\nshall be as reasonably requested by Excite.\n\n         7.3 FURTHER ASSURANCES. From and after the Closing Date, AOL shall\npromptly execute and deliver to Excite any and all such further assignments,\nlicenses, endorsements and other documents as Excite may reasonably request for\nthe purpose of effecting the transfer of AOL's title to the WC Assets to Excite\nand\/or carrying out the provisions of this Agreement and the Ancillary\nAgreements, including, but not limited to, granting Excite a non-exclusive,\nworld-wide, perpetual, transferable, irrevocable and royalty-free license to\nmake use of any and all AOL Intellectual Property not included in the WC Assets\nto the extent necessary or desirable to allow Excite to fully exploit the WC\nAssets and the WC Business.\n\n         7.4 USE OF NAME \"WEBCRAWLER\". Subject to AOL's rights (if any) under\nthe Operating Agreement, after the Closing Date, AOL shall cease to use the\ntrademark and trade name \"WebCrawler\" or any similar name, without the prior\nwritten consent of Excite. AOL hereby grants Excite the rights to use the\nWebCrawler trademark and tradename after the date hereof and until the Closing.\n\n         7.5 CONFIDENTIAL INFORMATION. All copies of financial information,\nmarketing and sales information, pricing, marketing plans, business plans,\nfinancial and business projections, manufacturing processes and procedures,\nformulae, methodologies, inventions, product designs, product specifications and\ndrawings, and other confidential and\/or proprietary information of Excite\ndisclosed to AOL in connection with the transactions contemplated by this\nAgreement (\"EXCITE CONFIDENTIAL INFORMATION\") will be held in confidence and not\nused or disclosed by AOL or any of its employees, affiliates or stockholders for\na period of three (3) years from the Effective Date and will be promptly\ndestroyed by AOL or returned to Excite, upon Excite's written request to AOL.\nAOL's employees, affiliates and stockholders will not be given access to Excite\nConfidential Information except on a \"need to know\" basis. It is agreed that\nExcite Confidential Information will not include information that: (a) is proven\nto have been known to AOL prior to receipt of such information from the Excite;\n(b) is disclosed by a third party having the legal right to disclose such\ninformation and who owes no obligation of confidence to the Excite; (c) is now,\nor later becomes part of the general public knowledge or literature in the art,\n\n\n                                      -17-\n\n   18\nother than as a result of a breach of this Agreement by AOL; or (d) is\nindependently developed by AOL without the use of any Excite Confidential\nInformation.\n\n         7.6 EMPLOYEES. At Excite's request, AOL shall cooperate with Excite in\nidentifying those of AOL's employees that are currently employed in connection\nwith the WC Business that Excite may wish to hire either as employees or\nconsultants (including, but not limited to, Brian Pinkerton and Adam Hertz) and\nin facilitating the employment or the engagement as consultants by Excite, after\nthe Closing Date, of such individuals (including any employees who become such\nafter the Effective Date), which Excite elects to employ or engage as a\nconsultant, including permitting Excite to interview and offer employment or\nconsulting agreements to such employees. The parties hereby acknowledge that\nExcite is under no obligation whatsoever to employ any current or future\nemployees of AOL or any of its affiliates and that AOL and its affiliates alone\nremain responsible for all obligations and liabilities, whether arising under\nstatute, regulation or contract, to present and future employees of AOL and its\naffiliates arising out of their employment (or the termination of their\nemployment) with AOL or any of AOL's affiliates, including but not limited to\nany obligations and liabilities arising under or from any existing or future\nEmployee Plans or other employee benefit plans of AOL or any of its affiliates,\nany present or future obligations or liabilities of AOL or any of its affiliates\nto existing or future employees of AOL under COBRA or WARN or any severance pay\nobligations of AOL or any of its affiliates.\n\n         7.7 HART-SCOTT-RODINO COMPLIANCE. Promptly after execution of this\nAgreement, AOL shall cooperate with Excite to prepare and file such\nnotifications as are required pursuant to the HSR Act. Excite and AOL shall\nshare the filing fees of such filings equally.\n\n         7.8 SATISFACTION OF CLOSING CONDITIONS. AOL shall use reasonable best\nefforts to satisfy the conditions to Excite's obligations set forth in Sections\n8.1 and 8.2 prior to December 31, 1996, provided however that AOL's failure to\nsatisfy such conditions shall not be deemed a breach of this Agreement.\n\n         7.9 UPDATE OF SCHEDULES 1.2(A) AND 5.7. Within fourteen days of the\ndate hereof, AOL shall deliver to Excite revised Schedules 1.2(a) and 5.7 that\nwill contain all contracts, agreements, understandings and commitments of AOL\ndirectly related to the WC Business, whether written or oral, and all Material\nWC Contracts, that were not included on the Schedule 1.2(a) and 5.7,\nrespectively, delivered to Excite and in its possession as of November 4, 1996.\n\n         7.10 CONSENTS OF GNN. Prior to the Closing, AOL will cause GNN to\nexecute and deliver all necessary consents and approvals necessary to effectuate\nthe transactions contemplated hereby.\n\n         7.11 SURVIVAL OF COVENANTS. Each of the covenants set forth in Sections\n7.3, 7.4, 7.6 and this Section 7.11 shall survive the Closing. The covenants set\nforth in Section 7.5 above shall survive the termination of this Agreement for\nany reason. The remaining covenants of this Section 7 shall expire at the\nClosing or other termination of this Agreement.\n\n\n                                      -18-\n\n   19\n8.     CONDITIONS TO CLOSING.\n\n         8.1 CONDITION TO EXCITE'S AND AOL'S OBLIGATIONS. The obligations of\neach of Excite and AOL hereunder shall be subject to the satisfaction and\nfulfillment of each of the following conditions, except as either party may\nexpressly waive in writing (but only with respect to such party's own\nobligations hereunder):\n\n             (a) Hart-Scott-Rodino Compliance. All applicable waiting periods\nunder the HSR Act shall have expired or early termination shall have been\ngranted by both the Federal Trade Commission and the United States Department of\nJustice.\n\n             (b) Certificate of Determination. The Certificate of Determination\nshall have been filed with and accepted by the Secretary of State of the State\nof California.\n\n             (c) Ancillary Agreements. Excite and AOL shall have each executed\nand delivered the Commercial Agreement, Operating Agreement, Registration Rights\nAgreement and Voting Trust Agreement.\n\n             (d) Commercial Agreement. The Commercial Agreement shall be in\neffect. The Closing shall be delayed if (i) either party has committed a\nmaterial breach of its material covenants, obligations, representations or\nwarranties under the Commercial Agreement (a \"MATERIAL BREACH\") and the\nnon-breaching party has given notice of its intent to terminate the Commercial\nAgreement as the result of such Material Breach, until such time as the Material\nBreach is cured, but only if the Material Breach is cured within the cure period\nprovided for in Section 12.2 of the Commercial Agreement, (ii) there is a\ndispute as to whether a Material Breach has occurred or whether such Material\nBreach has been cured, until such time as the dispute is resolved pursuant to\nthe dispute resolution procedures set forth in Section 16 of the Commercial\nAgreement.\n\n         8.2 CONDITIONS TO EXCITE'S OBLIGATIONS. The obligations of Excite\nhereunder shall be subject to the satisfaction and fulfillment of each of the\nfollowing conditions, except as Excite may expressly waive the same in writing:\n\n             (a) Conduct of WC Business. From the date hereof to the Closing\nDate, AOL shall have faithfully performed its obligations under the Operating\nAgreement in all material respects. With respect to matters not contemplated by\nthe Operating Agreement, this Agreement, and the Ancillary Agreements, AOL shall\nhave conducted the WC Business only in the ordinary course, consistent with\nAOL's past practices, or as may be consented to by Excite in writing.\n\n             (b) Accuracy of Representations and Warranties on Closing Date. The\nrepresentations and warranties made herein by AOL in Section 5 (as qualified by\nthe AOL Disclosure Letter) shall be true and correct in all material respects,\nand not misleading in any material respect, on and as of the date given, and on\nand as of the Closing Date with the same force and effect as though such\nrepresentations and warranties were made on and as of the Closing Date, provided\nhowever, that the representations and warranties made by AOL in Section 5.10 on\nand as of the Closing Date shall not be deemed to be qualified by the AOL\n\n\n                                      -19-\n\n   20\nDisclosure Letter, and provided further, that it shall not be a condition to\nExcite's obligations that certain representations and warranties made herein by\nAOL in Section 5 (as qualified by the AOL Disclosure Letter) and which are\nspecifically identified on Exhibit H shall be true and correct in all material\nrespects, and not misleading in any material respect, on and as of the Closing\nDate with the same force and effect as though such representations and\nwarranties were made on and as of the Closing Date, if the reason why such\nrepresentations and warranties can not be reasserted as of the Closing Date is\nbecause Excite has assumed the operation of the WC Business after the date\nhereof.\n\n             (c) Compliance. As of the Closing Date, AOL shall have complied in\nall material respects with, and shall have fully performed, in all material\nrespects, all conditions, covenants and obligations of this Agreement imposed on\nAOL and required to be performed or complied with by AOL at, or prior to, the\nClosing Date.\n\n             (d) Officer's Certificate. AOL shall deliver a certificate signed\nby a duly authorized officer of AOL certifying that the conditions set forth in\nSection 8.2(a), (b) and (c) have been fully complied with.\n\n             (e) Delivery of WC Assets. AOL shall have delivered, and Excite\nshall have received, the WC Assets.\n\n             (f) Opinion of AOL's Counsel. Excite shall have received an opinion\nof Piper &amp; Marbury L.L.P., counsel for AOL, dated the Closing Date and\ncontaining the customary provisions for a transaction of the type contemplated\nherein.\n\n             (g) AOL's Consents Obtained. All consents required to be obtained\nby AOL pursuant to Section 7.2 shall have been obtained.\n\n             (h) Certificate of Corporate Proceedings. AOL shall deliver a\ncertified copy of the resolutions of the Board of Directors of AOL authorizing\nthe execution and delivery by AOL of this Agreement, and all related agreements,\nand the consummation of the transactions contemplated hereby and thereby;\n\n             (i) Further Documents. AOL shall deliver such further certificates\nand documents, including any specific assignments and other instruments of\nconveyance as Excite and\/or Excite's counsel may reasonably request.\n\n             (j) Bill of Sale. AOL shall have executed and delivered the Bill of\nSale.\n\n         8.3 CONDITIONS TO AOL'S OBLIGATIONS. The obligations of AOL hereunder\nshall be subject to the satisfaction and fulfillment of each of the following\nconditions, except as AOL may expressly waive the same in writing:\n\n             (a) Accuracy of Representations and Warranties on Closing Date. The\nrepresentations and warranties made herein by Excite in Section 4 hereof (as\nqualified by the Excite's Disclosure Letter) shall be true and correct in all\nmaterial respects, and not misleading in any material respect, on and as of the\ndate given, and on and as of the Closing Date with the same\n\n\n                                      -20-\n\n   21\nforce and effect as though such representations and warranties were made on and\nas of the Closing Date.\n\n             (b) Compliance. As of the Closing Date, Excite shall have complied\nin all material respects with, and shall have fully performed, the terms,\nconditions, covenants and obligations of this Agreement imposed thereon to be\nperformed or complied with by Excite at, or prior to, the Closing Date.\n\n             (c) Officer's Certificate. Excite shall deliver a certificate\nsigned by a duly authorized officer of Excite certifying that the conditions set\nforth in Section 8.3(a) and (b) have been fully complied with.\n\n             (d) Opinion of Excite's Counsel. AOL shall have received an opinion\nof Fenwick &amp; West LLP, counsel for Excite, dated the Closing Date and containing\nthe customary provisions for a transaction of the type contemplated herein.\n\n             (e) Assumption of Liabilities. Excite shall have executed and\ndelivered the Assumption of Liabilities in the form of Exhibit L with respect to\nthe Assumed Liabilities.\n\n             (f) Certificate of Corporate Proceedings. Excite shall deliver a\ncertified copy of the resolutions of the Board of Directors of Excite\nauthorizing the execution and delivery by Excite of this Agreement, and all\nrelated agreements, and the consummation of the transactions contemplated hereby\nand thereby.\n\n             (g) Further Documents. Excite shall deliver such further\ncertificates and documents as AOL and\/or AOL's counsel may reasonably request.\n\n             (h) AOL Board Representation. A voting agreement (or other\ninstrument with the same effect) shall have been executed by the holders of a\nsufficient number of shares of Excite stock to ensure the election of a\nrepresentative of AOL to the Board of Directors of Excite for so long as AOL\nholds at least 1,315,165 shares of Excite Common Stock on an as converted to\nCommon Stock basis and as adjusted for stock splits, reclassifications,\nrecapitalizations and similar events.\n\n9.     INDEMNIFICATION.\n\n       9.1  SURVIVAL OF WARRANTIES. All representations and warranties made by\nAOL or Excite herein, or in any certificate, schedule or exhibit delivered\npursuant hereto, shall survive the Closing for a period of one (1) year after\nDecember 31, 1996; provided however, that the representations and warranties\nmade by AOL in Sections 5.7, 5.8 and 5.9 shall survive the Closing for a period\nof two (2) years after December 31, 1996 and provided further that\nrepresentations, warranties and covenants involving intentional fraud or willful\nmisconduct shall survive the Closing until the applicable statute of limitations\nhas expired.\n\n       9.2  INDEMNIFIED LOSSES. For the purpose of this Section 9.2 and when \nused elsewhere in this agreement, \"LOSS\" shall mean and include any and all\nliability, loss, damage, claim, expense, cost, fine, fee, penalty, obligation or\ninjury including, without limitation, those\n\n\n                                      -21-\n\n   22\nresulting from any and all actions, suits, proceedings, demands, assessments,\njudgments, award or arbitration, together with reasonable costs and expenses\nincluding the reasonable attorneys' fees and other legal costs and expenses\nrelating thereto; provided, however, that Loss shall not include punitive or\nexemplary damages.\n\n         9.3 INDEMNIFICATION BY AOL. Subject to the provisions and limitations\nset forth in this Section 9, AOL agrees to defend, indemnify and hold harmless\nExcite, any parent, subsidiary or affiliate of Excite and any director, officer,\nemployee, stockholder, agent or attorney of Excite or of any parent, subsidiary\nor affiliate of Excite (collectively, the \"EXCITE INDEMNITEES\") from and against\nany Loss which arises out of or results from:\n\n             (a) any breach of any covenant, or the inaccuracy or untruth of any\nrepresentation or warranty of AOL made herein;\n\n             (b) taxes, assessments and other governmental charges of any kind\nor nature whatsoever, including without limitation any sales or use tax\napplicable to the transfer of the WC Assets payable by AOL pursuant to Section\n2.3, any withholding, social security or unemployment levies, arising out of, or\npayable with respect to, the WC Business through the Closing Date, except for\nsuch liabilities as are specifically and expressly assumed by Excite in Section\n3.1 hereof;\n\n             (c) liability for noncompliance with any bulk sales, bulk transfer\nor similar laws applicable to the transactions contemplated by this Agreement or\nany claims asserting that any transactions contemplated by this Agreement\nconstitute a fraudulent conveyance or similar claim;\n\n             (d) any Excluded Liability and any other demand, claim, debt, suit,\ncause of action, arbitration or other proceeding (including, but not limited to,\na warranty claim, a strict product liability claim or any other claim) that is\nmade or asserted by any third party that relates to any product or service that\nwas sold, licensed or otherwise provided by AOL to any customer;\n\n             (e) any demand, claim, debt, suit, cause of action or proceeding\nmade or asserted by any employee or independent contractor or any former\nemployee or independent contractor of AOL, that relates in any manner to any\ntermination by AOL of its employment or the services of such employee or\nindependent contractor or any other matter relating to AOL's employment of such\nemployee or independent contractor.\n\n         9.4 INDEMNIFICATION BY EXCITE. Subject to the provisions and\nlimitations set forth in this Section 9, Excite agrees to defend, indemnify and\nhold harmless AOL, any parent, subsidiary or affiliate of AOL and any director,\nofficer, employee, stockholder, agent or attorney of AOL or of any parent,\nsubsidiary or affiliate of AOL (collectively, the \"AOL INDEMNITEES\") from and\nagainst and in respect of any Loss which arises out of or results from:\n\n             (a) any breach by Excite of any covenant, or the inaccuracy or\nuntruth of any representation or warranty of Excite made herein;\n\n\n                                      -22-\n\n   23\n             (b) the failure of Excite to timely pay or perform any of the\nAssumed Liabilities;\n\n             (c) the failure of Excite to timely pay any sales or use tax\napplicable to the transfer of the WC Assets payable by Excite pursuant to\nSection 2.3.\n\nprovided however, that nothing in this Section 9.4 shall impose on Excite any\nduty to indemnify AOL for any Excluded Liabilities.\n\n    9.5      MINIMUM AND MAXIMUM DAMAGES.\n\n             (a) The indemnification provided for subsections 9.3 and 9.4 shall\nnot apply unless and until aggregate Losses for which one or more indemnified\nparty seeks indemnification under this section, exclusive of legal fees, exceeds\n$125,000.00 (the \"BASKET\") and then only to the extent that aggregate Losses\nexceed the Basket. Excite and AOL will each use its best efforts to obtain\nrecoveries under all applicable insurance policies for all Losses.\n\n             (b) The maximum damages for which Excite is indemnified pursuant to\nSection 9.3 (i) for Losses suffered as the result of breaches of the\nrepresentations and warranties contained in Sections 5.7, 5.8 and 5.9 shall be\nequal to (A) the average of the Excite closing price on the Nasdaq National\nMarket System for the ten (10) day period ending on the date hereof (the \"EXCITE\nAVERAGE PRICE\"), multiplied by (B) the number of Transaction Shares (such\nproduct is referred to as the \"TRANSACTION VALUE\"); (ii) shall be unlimited with\nrespect to Losses suffered as the result of intentional fraud or willful\nmisconduct, and (iii) shall be twenty-five percent (25%) of the Transaction\nValue with respect to all other Losses.\n\n             (c) The maximum damages for which AOL is indemnified pursuant to\nSection 9.4 shall be equal to the Transaction Value, except with respect to\nLosses suffered as the result of intentional fraud or willful misconduct for\nwhich such indemnification shall be unlimited.\n\n    9.6      PROCEDURES FOR INDEMNIFICATION. If any action, suit or proceeding\nshall be commenced against, or any claim or demand be asserted against, AOL or\nExcite, as the case may be, in respect of which AOL or Excite is entitled to\ndemand indemnification under Section 9 of this Agreement, then as a condition\nprecedent thereto, the party seeking indemnification (\"INDEMNITEE\") shall\npromptly notify the other party (\"INDEMNITOR\") in writing to that effect, and\nwith reasonable particularity and with reference to the applicable provision(s)\nof this Agreement. The Indemnitor shall have the right to assume the entire\ncontrol of the defense, compromise or settlement of such action, suit,\nproceeding or claim and including the selection of counsel, subject to the right\nof the Indemnitee to participate (at its expense and with counsel of its choice)\nin the defense, compromise or settlement of such action, suit, proceeding, claim\nor demand, and in connection therewith, the Indemnitee shall cooperate fully in\nall respects with the Indemnitor in any such defense, compromise or settlement.\nThe Indemnitor will not compromise or settle any such action, suit, proceeding,\nclaim or demand without the prior written consent of the Indemnitee, which\nconsent will not be unreasonably withheld or delayed. So long as the Indemnitor\nis defending in good faith any such action, suit, proceeding, claim or demand\nasserted by a third party against the Indemnitee, the Indemnitee shall not\nsettle or compromise such\n\n\n                                      -23-\n\n   24\naction, suit, proceeding, claim or demand without the prior written consent of\nthe Indemnitor, which consent will not be unreasonably withheld or delayed. The\nIndemnitee shall make available to the Indemnitor or its agents all records and\nother materials in the Indemnitee's possession reasonably required for\ncontesting any third party claim or demand. If the Indemnitor shall fail to\npromptly and adequately defend any such action, suit, proceeding, claim or\ndemand, then the Indemnitee may defend, through counsel of its own choosing,\nsuch action, suit, proceeding, claim or demand and (so long as Indemnitee gives\nthe Indemnitor at least ten (10) days' notice of the terms of the proposed\nsettlement thereof and permits the Indemnitor to then undertake the defense\nthereof if Indemnitor objects to the proposed settlement) to settle such action,\nsuit, proceeding, claim or demand and to recover from the Indemnitor the amount\nof such Losses.\n\n         9.7      PERIOD FOR MAKING CLAIMS. A claim or claims for \nindemnification under this Section 9 must be brought, if at all, at any time\nwithin one (1) year after December 31, 1996, provided however, that any claim or\nclaims for indemnification for breaches of the representations and warranties\nmade by AOL in Sections 5.7, 5.8 and 5.9 may be brought at any time within two\n(2) years after December 31, 1996, and any claim or claims for indemnification\nresulting from breaches of the representations, warranties and covenants made\nherein involving intentional fraud or willful misconduct may be brought at any\ntime until the applicable statute of limitations (including extensions) has\nexpired.\n\n         9.8      INDEMNIFICATION PAYMENTS.\n\n                  (a) Payments made by AOL to Excite in satisfaction of its\nindemnification obligations under this Section 9 shall, at the option of AOL, be\nmade either (a) in cash or (b) in shares of Excite Common Stock, with each share\nvalued at the Excite Average Price.\n\n                  (b) Payments made by Excite to AOL in satisfaction of its\nindemnification obligations under this Section 9 shall, at the option of Excite,\nbe made either (a) in cash or (b) by adjusting the Conversion Price, as defined\nin the Certificate of Determination, so that upon conversion of the Excite\nPreferred Shares into shares of Excite Common Stock, AOL will receive an\nadditional number of shares of Excite Common Stock, with each share valued at\nthe Excite Average Price, that have a value equal to the amount of the\nindemnification payments due to AOL from Excite.\n\n         9.9      SOLE REMEDY. Except with respect to the covenants contained in\nSections 6.1, 7.3 and 7.5, for which injunctive relief shall be available, the\nindemnification provided for in this Section 9 shall be the sole remedy with\nrespect to any claims arising under this Agreement.\n\n10.      TERMINATION OF AGREEMENT\n\n         10.1     PRIOR TO CLOSING.\n\n                  (a) This Agreement may be terminated at any time prior to the\nClosing by the mutual written consent of each of the parties hereto.\n\n\n                                      -24-\n\n   25\n              (b) Unless otherwise agreed by the parties hereto, this Agreement\nwill be terminated if the Closing shall not have occurred on or before March 31,\n1997.\n\n         10.2 AT THE CLOSING. At the Closing, this Agreement may be terminated\nand abandoned:\n\n              (a) By Excite if any of the conditions precedent to Excite's\nobligations set forth in Section 8.1 or 8.2 above have not been fulfilled or\nwaived at and as of the Closing; or\n\n              (b) By AOL if any of the conditions precedent to AOL's obligations\nset forth in Section 8.1 or 8.3 above have not been fulfilled or waived at and\nas of the Closing.\n\nAny termination of this Agreement under this Section 10.2 will be effective by\nthe delivery of notice of the terminating party to the other party hereto.\n\n         11.  AMENDMENT OF STANDSTILL PROVISIONS. Effective upon the Closing,\nSection 9 of the Series D Preferred Stock Purchase Agreement (the \"PURCHASE\nAGREEMENT\") shall be amended as follows:\n\n              11.1 STANDSTILL PERCENTAGE. The first sentence of Section 9 of the\nPurchase Agreement shall be amended in its entirety as follows:\n\n         Without the written consent of the Company, AOL Ventures, Inc., Tribune\n         Company, and their respective affiliates (collectively, the \"Standstill\n         Investors\"), each agrees not to acquire any additional shares of the\n         Company's Voting Securities (as defined below) in the open market or\n         otherwise if and to the extent such acquisition results in (i) Tribune\n         Company and its affiliates holding greater than 20% of the total Voting\n         Securities or (ii) AOL Ventures, Inc. and its affiliates holding\n         greater than 25% of the total Voting Securities. Each such percentage\n         limitation is referred to in this Section 9 as the \"Standstill\n         Percentage.\"\n\n              11.2 CONTROL TRANSACTION. The first sentence of Section 9(a) of\nthe Purchase Agreement shall be amended in its entirety as follows:\n\n         To the extent not prohibited by a nondisclosure agreement, the Company\n         shall promptly notify each Standstill Investor in the event that the\n         Company enters into any bona fide discussions with any third party\n         which the Company reasonably believes will result in a Control\n         Transaction (as defined below). Notwithstanding the foregoing, the\n         Company will provide notice to each Standstill Investor at least five\n         calendar days prior to entering into a binding definitive agreement\n         with respect to a Control Transaction, and will further notify each\n         Standstill Investor after such discussions terminate.\n\n              11.3 THIRD PARTY OFFER. Section 9(c) of the Purchase Agreement\nshall be amended in its entirety as follows:\n\n\n                                      -25-\n\n   26\n         Each Standstill Investor's obligations shall terminate upon the making\n         of a bona fide offer by any third party or group (within the meaning of\n         Rule 13d-5 under the Securities Exchange Act of 1934, as amended) of an\n         intention to acquire Voting Securities of the Company which, if\n         successful, would not be covered under (b) above and would result in\n         such party or group owning or having the right to acquire beneficial\n         ownership of more than twenty percent (20%) of the Company's Voting\n         Securities.\n\n              11.4 DEFINITION OF VOTING SECURITIES. The definition of \"Voting\nSecurities\" set forth in Section 9 of the Purchase Agreement shall be amended in\nits entirety as follows:\n\n         \"Voting Securities\" shall mean the shares of Common Stock and Preferred\n         Stock of the Company and in addition, any other securities of the\n         Company convertible into or exerciseable for Common Stock which have a\n         conversion or exercise price less than the market price of the\n         Company's Common Stock at the time any additional share of Common Stock\n         or other Company securities are acquired, but shall not include options\n         exerciseable for Common Stock held by employees of the Company.\n\n         Except as expressly amended hereby, all other terms and conditions of \nthe Purchase Agreement shall remain in full force and effect.\n\n12.  MISCELLANEOUS.\n\n       12.1 EXPENSES. Each of the parties hereto shall bear its own expenses\n(including without limitation attorneys' fees) in connection with the\nnegotiation and consummation of the transactions contemplated hereby.\n\n       12.2 NOTICES. Any notice required or permitted to be given under this\nAgreement shall be in writing and shall be personally or sent by certified or\nregistered United States mail, postage prepaid, or sent by nationally recognized\novernight express courier and addressed as follows:\n\n            (a)      if to Excite, at:\n\n                     Excite, Inc.\n                     1091 N. Shoreline Blvd., Suite 200\n                     Mountain View, CA  94043\n                     Attention:  President\n                     Facsimile:  415\/943-2888\n\n\n                                      -26-\n\n   27\n              with a copy to:\n\n                       Fenwick &amp; West LLP\n                       Two Palo Alto Square\n                       Palo Alto, CA  9306\n                       Attention:  Mark C. Stevens\n                       Facsimile:  415\/494-0674\n\n              (b)      If to AOL:\n                       America Online, Inc.\n                       22000 AOL Way\n                       Dulles, VA  20166\n                       Attention:  General Counsel\n                       Facsimile:  703\/265-2208\n\n              with a copy to:\n\n                       Piper &amp; Marbury L.L.P.\n                       1200 Nineteenth Street, NW\n                       Washington, DC.  20036-2430\n                       Attention:  Edwin M. Martin\n                       Facsimile;  202\/223-2085\n              \n         12.3 ENTIRE AGREEMENT; CAPTIONS. This Agreement, the Schedules hereto\n(which are incorporated herein by reference) and the agreements to be executed\nand delivered in connection herewith, together constitute the entire agreement\nand understanding between the parties and there are no agreements or commitments\nwith respect to the transactions contemplated herein except as set forth in this\nAgreement. This Agreement supersedes any prior offer, agreement or understanding\nbetween the parties with respect to the transactions contemplated hereby. The\ncaptions in this Agreement are for convenience only and shall not be considered\na part of or affect the construction or interpretation of any provision of this\nAgreement.\n\n         12.4 AMENDMENT; WAIVER. Any term or provision of this Agreement may be\namended only by a writing signed by AOL and Excite. The observance of any term\nor provision of this Agreement may be waived (either generally or in a\nparticular instance and either retroactively or prospectively) only by a writing\nsigned by the party to be bound by such waiver. No waiver by a party of any\nbreach of this Agreement will be deemed to constitute a waiver of any other\nbreach or any succeeding breach.\n\n         12.5 NO THIRD PARTY BENEFICIARIES. Nothing expressed or implied in this\nAgreement is intended, or shall be construed, to confer upon or to give any\nperson, firm or corporation, other than the parties hereto, any rights or\nremedies under or by reason of this Agreement.\n\n         12.6 EXECUTION IN COUNTERPARTS. For the convenience of the parties,\nthis Agreement may be executed in one or more counterparts, each of which shall\nbe deemed an original but all of which together shall constitute one and the\nsame instrument.\n\n\n                                      -27-\n\n   28\n         12.7  ASSIGNMENT. These rights and obligations of the parties to this\nAgreement may not be delegated or assigned by any party hereto without the prior\nwritten consent of the other party and any such attempted delegation or\nassignment shall be void.\n\n         12.8  BENEFIT AND BURDEN. This Agreement shall be binding upon, shall\ninure to the benefit of, and be enforceable by and against, the parties hereto\nand their respective successors and permitted assigns.\n\n         12.9  GOVERNING LAW. This Agreement shall be governed by and construed\nin accordance with the internal laws of the State of California (excluding\napplication of any choice of law doctrines that would make applicable the law of\nany other state or jurisdiction) and, where appropriate, applicable federal law.\n\n         12.10 SEVERABILITY. If any provision of this Agreement is for any\nreason and to any extent deemed to be invalid or unenforceable, then such\nprovision shall not be voided but rather shall be enforced to the maximum extent\nthen permissible under then applicable law and so as to reasonably effect the\nintent of the parties hereto, and the remainder of this Agreement will remain in\nfull force and effect.\n\n         12.11 ATTORNEYS' FEES. Should a suit or arbitration be brought to\nenforce or interpret any provision of this Agreement, the prevailing party shall\nbe entitled to recover reasonable attorneys' fees to be fixed in amount by the\nCourt or the Arbitrator(s) (including without limitation costs, expenses and\nfees on any appeal). The prevailing party will be entitled to recover its costs\nof suit or arbitration, as applicable, regardless of whether such suit or\narbitration proceeds to a final judgment or award.\n\n         12.12 SECTIONS AND EXHIBITS. Except as otherwise indicated, all\nreferences in this Agreement to \"Section(s)\" and \"Exhibit(s)\" are intended to\nrefer to Section(s) to this Agreement and Exhibit(s) to this Agreement,\nrespectively.\n\n         12.13 DISPUTE RESOLUTION. All disputes arising under this Agreement\nshall be resolved pursuant to the dispute resolution procedures set forth in the\nCommercial Agreement.\n\n         12.14 CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated by\nthe respective parties hereto and their attorneys and the language hereof will\nnot be construed for or against either party.\n\n         12.15 PUBLIC ANNOUNCEMENT. Upon execution of the Agreement by both\nparties, and until the Closing, all press releases and other public and private\ncommunications shall be made by the parties only with the mutual written consent\nof AOL and Excite, except that each party may make such disclosures as are\nrequired by applicable law, provided, however, that a copy of such disclosure\nshall first be submitted to the other party within a reasonable time period\nprior to the dissemination thereof.\n\n\n\n                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                      -28-\n\n   29\n         IN WITNESS WHEREOF, Excite and AOL executed and delivered this\nAgreement by their duly authorized representatives as of the Effective Date.\n\n\n\nAMERICA ONLINE, INC.:                      EXCITE, INC.:\n\n\nBy: \/s\/ Miles Gilburne                     By: \/s\/ George Bell\n   --------------------------------           --------------------------------\n\nName:                                      Name:\n     ------------------------------             ------------------------------\n\nIts:                                       Its:\n    -------------------------------            -------------------------------\n\n\n\nGLOBAL NETWORK NAVIGATOR, INC.:\n\n\nBy: \/s\/ Ted Leodris\n   --------------------------------\n\nName:\n     ------------------------------\n\nIts:\n    -------------------------------\n\n\n\nWITH RESPECT TO SECTION 11 ONLY:\n\nAOL VENTURES, INC.:                        TRIBUNE COMPANY:\n\n\nBy: \/s\/ Miles Gilburne                     By: \/s\/ David Hiller\n   --------------------------------           --------------------------------\n\nName:                                      Name: David Hiller\n     ------------------------------             ------------------------------\n\nIts:                                       Its: Sr. Vice President\n    -------------------------------            -------------------------------\n\n\n                                      -29-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6655,7487],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9623,9622],"class_list":["post-42975","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-online-inc","corporate_contracts_companies-excite-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42975","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=42975"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42975"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42975"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42975"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}