{"id":42984,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-contribution-and-merger-cnet-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-contribution-and-merger-cnet-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-contribution-and-merger-cnet-inc.html","title":{"rendered":"Agreement and Plan of Contribution and Merger &#8211; CNET Inc., Xoom.com Inc. and Snap! LLC"},"content":{"rendered":"<pre>\n                             AGREEMENT AND PLAN OF\n                            CONTRIBUTION AND MERGER\n\n\n  This Agreement and Plan of Contribution and Merger, dated as of May 9, 1999\n(hereinafter, the \"Agreement\"), among CNET, Inc., a Delaware corporation\n                   ---------                                            \n(\"CNET\"), XOOM.com, Inc., a Delaware corporation (\"Xoom\"),  Xenon 2, Inc., a\n  ----                                             ----                     \nDelaware corporation (\"Xenon 2\"), Xenon 3, Inc., a Delaware corporation (\"Xenon\n                       -------                                            -----\n3\") and Snap! LLC, a Delaware limited liability company (\"SNAP\").\n-                                                         ----   \n\n\n                             W I T N E S S E T H:\n\n  WHEREAS, Xenon 2 was formed by Xoom for the purpose of effecting the\ntransactions contemplated by this Agreement and all of its outstanding capital\nstock is owned by Xoom;\n\n  WHEREAS, Xenon 3 was formed by Xenon 2 for the purpose of effecting the\ntransactions contemplated by this Agreement and all of its outstanding capital\nstock is owned by Xenon 2;\n\n  WHEREAS, the Boards of Directors of each of Xoom, Xenon 2 and Xenon 3 believe\nit is advisable to enter into this Agreement and to consummate the transactions\ncontemplated by this Agreement;\n\n  WHEREAS, Xoom, Xenon 2, National Broadcasting Company, Inc., a Delaware\ncorporation (\"NBC\"), Neon Media Corporation, a Delaware corporation (\"NMC\"), and\n              ---                                                     ---       \nGE Investments Subsidiary, Inc., a Delaware corporation (\"GE Investments Sub\"),\n                                                          ------------------   \nare parties to an Agreement and Plan of Contribution, Investment and Merger\ndated as of the date hereof (the \"NMC Merger Agreement\") pursuant to which,\n                                  --------------------                     \namong other things, the parties thereto have agreed that (i) NBC will contribute\nor cause its subsidiaries to contribute to NMC certain assets, (ii) NMC will\nmerge with and into Xenon 2, with Xenon 2 as the surviving corporation, and each\noutstanding share of common stock of NMC will be converted into one share of\nXenon 2's Class B Common Stock, (iii) NBC will contribute or cause its\nsubsidiaries to contribute certain assets to Xenon 2 and (iv) GE Investments Sub\nwill purchase the Xenon 2 Convertible Note in exchange for a combination of cash\nand the assignment of the NBC Note;\n\n  WHEREAS, while the closing under the NMC Merger Agreement and the closing\nunder this Agreement are not contingent on each other, it is intended that both\ntransactions represent a series of steps in the formation of Xenon 2 whereby the\nrights of all the parties are defined;\n\n  WHEREAS, the consummation of the transactions contemplated by this Agreement\nand the NMC Merger Agreement would combine certain assets of NBC and CNET \n\n \n                                                                               2\n\n\nwith the existing business of Xoom in a new holding company structure intended\nto achieve important business objectives;\n\n  WHEREAS, concurrently with the execution hereof, in order to induce NBC to\nenter into the NMC Merger Agreement,  NBC, Xoom and certain stockholders of Xoom\nare entering into a voting agreement providing for certain voting and other\nrestrictions with respect to shares of Xoom common stock owned by such\nstockholders, all upon the terms and conditions specified therein; and\n\n  WHEREAS, Xoom, CNET, Xenon 2, Xenon 3 and SNAP desire to make certain\nrepresentations, warranties, covenants and other agreements in connection with\nthe transactions contemplated hereby.\n\n  NOW, THEREFORE, in consideration of the premises and the mutual promises\ncontained herein, and intending to be legally bound, the parties hereby agree as\nfollows:\n\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n                                  -----------\n\n  1.1  Definitions. (a) Capitalized terms used and not defined in this\n       -----------\nAgreement shall have the following meanings:\n\n       \"Affiliate\"  means with respect to a specified Person, any Person that\n        ---------                                                            \ndirectly or indirectly, through one or more intermediaries, controls, is\ncontrolled by, or is under common control with, the specified Person.  As used\nin this definition, the term \"control\" means the possession, directly or\nindirectly, of the power to direct or cause the direction of the management and\npolicies of a Person, whether through ownership of voting securities, as trustee\nor executor, by contract or credit arrangement or otherwise.\n\n       \"Business Day\" means a day, other than Saturday or Sunday, on which\n        ------------   \ncommercial banks in New York City are open for the general transaction of\nbusiness.\n\n       \"Class A Common Stock\" means the Class A common stock, $0.0001 par \n        --------------------     \nvalue per share, of Xenon 2.\n\n       \"Class B Common Stock\" means the Class B common stock, $0.0001 par \n        --------------------                           \nvalue per share, of Xenon 2.\n\n       \"CNET Standstill Agreement\" means a Standstill Agreement between Xenon 2\n        -------------------------          \nand CNET to be dated as of the closing date under the NMC Merger Agreement\nsubstantially in the form of Exhibit B to the NMC Merger Agreement.\n                             ---------                             \n\n \n                                                                               3\n\n       \"CNET Voting Agreement\" means a Voting and Right of First Offer Agreement\n        ---------------------                                                   \nbetween CNET and NBC to be dated as of the closing date under the NMC Merger\nAgreement substantially in the form of Exhibit C to the NMC Merger Agreement.\n                                       ---------                             \n \n       \"Code\" means the Internal Revenue Code of 1986, as amended.\n        ----                                                      \n\n       \"Environmental Laws\" means any and all laws, rules, orders, regulations,\n        ------------------                                                     \nstatutes, ordinances, guidelines, codes, decrees, or other legally enforceable\nrequirement (including, without limitation, common law) of any foreign\ngovernment, the United States, or any state, local, municipal or other\ngovernmental authority, regulating, relating to or imposing liability or\nstandards of conduct concerning protection of the environment or of human\nhealth, or employee health and safety.\n\n       \"ERISA\" means the Employee Retirement Income Security Act of 1974, as \n        -----   \namended.\n\n       \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n        ------------                                                        \n\n       \"Final Determination\" means a determination as defined in Section \n        -------------------                        \n1313(a) of the Code or any other event which finally and conclusively\nestablishes the amount of any liability for Taxes.\n\n       \"Flying Disc\" means Flying Disc Investments Limited Partnership, a Nevada\n        -----------                                                             \nlimited partnership.\n\n       \"GAAP\" means generally accepted accounting principles in the United \n        ----                                                 \nStates.\n\n       \"GBI\" means Globalbrain.net, Inc., a California corporation.\n        ---                                                        \n\n       \"Governmental Authority\" means any nation or government, any state or \n        ----------------------            \nother political subdivision thereof, and any entity exercising executive,\nlegislative, judicial, regulatory or administrative functions of or pertaining\nto government.\n\n        \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of \n         -------                                                         \n1976, as amended.\n\n       \"Implementing Agreements\" means, the Registration Rights Agreement, \n        -----------------------             \nthe CNET Voting Agreement and the CNET Standstill Agreement.\n\n       \"Independent Accountants\" means a nationally recognized firm of \n        -----------------------          \nindependent certified public accountants selected and retained by the mutual\nagreement of CNET and Xenon 2.\n\n       \"Intellectual Property\" shall mean any patents, patent registrations, \n        ---------------------                          \npatent applications, trademarks, trademark registrations, trademark\napplications, tradenames, \n\n \n                                                                               4\n\ncopyrights, copyright applications, copyright registrations, franchises,\nuniversal resource locators, domain names, permits, licenses, processes,\nformulae, proprietary technology, inventions, trade secrets, know-how, product\ndescriptions and specifications.\n\n        \"Knowledge of\" or \"best Knowledge of\" a party hereto when modifying any\n         ------------      -----------------                                   \nrepresentation and warranty shall mean that such party has no actual knowledge\nthat such representation and warranty is not true and correct to the extent\nprovided therein and that (i) such party has made appropriate investigations and\ninquiries of its officers and responsible employees and (ii) nothing has come to\nits attention in the course of such investigation and inquiries which would\ncause such party, in the exercise of due care, to believe that such\nrepresentation and warranty is not true and correct to the extent provided\ntherein; provided that each of the parties hereto shall be deemed to have\n         --------                                                        \nsatisfied the foregoing requirements by making appropriate investigations and\ninquiries of its officers and employees listed on Schedule 1.1(a), and no\n                                                  ---------------        \nknowledge of any other director, officer or employee of such party shall be\nimputed to the persons listed on the Schedule or to such party.\n\n        \"Liability\" means, as to any Person, all debts, liabilities and \n         ---------                           \nobligations, direct, indirect, absolute or contingent of such Person, whether\naccrued, vested or otherwise, whether known or unknown and whether or not\nactually reflected, or required to be reflected, in such Person\"s balance\nsheets.\n\n        \"Lien\" means any mortgage, pledge, security interest, encumbrance, \n         ----                                                              \nlien or charge of any kind.\n\n        \"Losses and Expenses\" means any and all damages, claims, losses, \n         -------------------                \nexpenses, costs, obligations and Liabilities, including, without limiting the\ngenerality of the foregoing, Liabilities for all reasonable attorneys\" fees and\nexpenses (including attorney and expert fees and expenses incurred to enforce\nthe terms of this Agreement), provided, however, that \"Losses and Expenses\"\n                              --------  ------- \nshall not include any lost profits or other incidental, consequential or\npunitive damages.\n\n        \"Material Adverse Effect\" means, for any party, a material adverse \n         -----------------------             \neffect on (i) the assets, liabilities, business, results of operations or\nfinancial condition of (A) Xoom and its Subsidiaries, taken as a whole, in the\ncase of Xoom or (B) SNAP, in the case of SNAP or CNET; or (ii) the ability of\nsuch party to perform its obligations hereunder, under the Option Agreement,\nunder the Voting Agreement or under the Implementing Agreements to which it is a\nparty. Notwithstanding the foregoing, the occurrence of one of the following\nevents, without the occurrence of any other events, shall not be deemed by\nitself to constitute a Material Adverse Effect: (i) a change in the market price\nor trading volume of the outstanding equity securities of a party that is\npublicly traded, (ii) the failure of a party to meet earnings estimates of\nequity analysts as reflected in the First Call consensus estimates for any\nperiod (or for which earnings are released) on or after the date of this\nAgreement and prior to the Effective Time or (iii) adverse conditions affecting\nthe U.S. economy as a whole or affecting the multi-media industry (including\ninternet-related businesses) as a whole (provided that in each case such changes\n                                         --------\ndo not affect such party in a disproportionate manner).\n\n \n                                                                               5\n\n        \"Materials of Environmental Concern\" means any gasoline or petroleum\n         ----------------------------------                                 \n(including, without limitation, crude oil or any fraction thereof) or petroleum\nproducts, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos,\npollutants, contaminants, radioactivity, and any other substances of any kind,\nwhether or not any such substance is defined as hazardous or toxic under any\nEnvironmental Law, that is regulated pursuant to or could give rise to liability\nunder any Environmental Law.\n\n        \"Member of the Controlled Group\" means each trade or business, \n         ------------------------------        \nwhether or not incorporated, which would be treated as a single employer with\nthe named trade or business under Section 4001 of ERISA or Section 414(b), (c),\n(m) or (o) of the Code.\n\n        \"Nasdaq\" means the Nasdaq National Market.\n         ------                                   \n\n        \"NBC Note\" means the $340,000,000 note issued by  NBC to GE \n         --------                              \nInvestments Sub to be transferred to Xenon 2 on the closing date under the NMC\nMerger Agreement.\n\n        \"NMC Merger Agreement\" means the Agreement and Plan of Contribution,\n         --------------------                                               \nInvestment and Merger, dated as of the date hereof, among Xoom, Xenon 2, NBC,\nNMC and GE Investments Sub.\n\n        \"Option Agreement\" means the Stock Option Agreement, dated as of the \n         ----------------            \ndate hereof, between NBC and Xoom.\n\n        \"Other Property or Money\" means other property or money within the \n         -----------------------              \nmeaning of Section 351(b) or Section 356(a) of the Code.\n\n        \"Permitted Liens\" means (i) Liens for Taxes that (x) are not yet due or\n         ---------------                                                       \ndelinquent or (y) are being contested in good faith by appropriate proceedings\nand for which adequate reserves have been established in accordance with GAAP;\n(ii) statutory Liens or landlords', carriers', warehousemen's, mechanics',\nsuppliers', materialmen's, repairmen's or other like Liens arising in the\nordinary course of business with respect to amounts not yet overdue for a period\nof 45 days or amounts being contested in good faith by appropriate proceedings\nif a reserve or other appropriate provision, if any, as shall be required by\nGAAP shall have been made therefor; (iii) Liens incurred or deposits made in\nconnection with workers' compensation, unemployment insurance and other types of\nsocial security or similar benefits; (iv) Liens incurred or deposits made to\nsecure the performance of tenders, bids, leases, statutory obligations, surety\nand appeal bonds, government contracts, performance and return-of-money bonds\nand other obligations of like nature; (v) easements, rights-of-way, restrictions\nand other similar charges or encumbrances on real property interests which,\nindividually or in the aggregate, do not materially interfere with the ordinary\nconduct of the relevant entity or business, taken as a whole or the use of any\nsuch real property for its current uses; (vi) leases or subleases granted to\nothers which do not materially interfere with the ordinary conduct of the\nrelevant entity or business, taken as a whole; (vii) with respect to real\nproperty, title defects or irregularities that do not in the aggregate\nmaterially impair the use of the property; (viii) any other Liens imposed by\noperation of law that do not, individually or in the aggregate, have a Material\nAdverse Effect on the relevant entity or \n\n \n                                                                               6\n\nbusiness, taken as a whole; and (ix) as to any real property leases with respect\nto which the relevant entity is a lessee, any Lien affecting the interest of the\nlandlord thereunder.\n\n        \"Person\" means any individual, corporation, partnership, joint venture, \n         ------                                                        \ntrust, incorporated organization, limited liability company, other form of\nbusiness or legal entity or Governmental Authority.\n\n        \"Post-Closing Tax Period\" means any Tax period (or portion thereof) \n         -----------------------                \nending after the Closing Date.\n\n        \"Pre-Closing Tax Period\" means any Tax period (or portion thereof) \n         ----------------------                                            \nending on or before the Closing Date.\n\n        \"Registration Rights Agreement\" means the registration rights \n         -----------------------------                         \nagreement among Xenon 2, NBC, CNET and Flying Disc to be dated as of the closing\ndate under the NMC Merger Agreement having the terms set forth in Exhibit G to\n                                                                  --------- \nthe NMC Merger Agreement.\n\n        \"SEC\" means the Securities and Exchange Commission.\n         ---                                               \n\n        \"Securities Act\" means the Securities Act of 1933, as amended.\n         --------------                                               \n\n        \"SNAP\" means SNAP! LLC, a Delaware limited liability company.\n         ----                                                        \n\n        \"SNAP LLC Agreement\" means the limited liability company agreement of \n         ------------------                    \nSNAP, as amended from time to time.\n\n        \"SNAP Units\" means the units representing limited liability company \n         ----------                                       \ninterests under the SNAP LLC Agreement.\n\n        \"Subsidiary\" or \"Subsidiaries\" of any Person means any corporation,\n         ----------      ------------                                      \npartnership, limited liability company, joint venture or other legal entity of\nwhich such Person (either alone or through or together with any other\nsubsidiary) owns, directly or indirectly, more than 50% of the stock or other\nequity interests, the holders of which are generally entitled to vote for the\nelection of the board of directors or other governing body of such corporation\nor other legal entity and any partnership of which such Person serves as general\npartner.\n\n        \"Tax Authority\" shall mean any Governmental Authority having \n        -------------                                                \njurisdiction over Taxes.\n\n        \"Taxes\" shall mean all federal, state, local and foreign taxes, fees, \n         -----                                 \ncharges and other assessments of a similar nature, whether imposed directly or\nthrough withholding, including, without limitation, any net income, gross\nincome, gross receipts, sales, use, ad valorem, value added, transfer,\nfranchise, profits, license, payroll, employment, excise, severance, stamp,\ncapital stock, occupation, property, environmental or windfall tax, premium,\n\n \n                                                                               7\n\ncustom, duty or other tax, together with any interest, additions to tax, or\npenalties applicable thereto.\n\n        \"Tax Returns\" shall mean all federal, state, local and foreign tax \n         -----------                          \nreturns, declarations, statements, reports, schedules, forms and information\nreturns and any amended tax returns relating to Taxes.\n\n        \"Voting Agreement\" means the Voting Agreement dated as of the date \n         ----------------            \nhereof among Xoom, NBC, Flying Disc and Chris Kitze.\n\n        \"Xenon 2 Convertible Note\" means the $486,894,758 convertible note to be\n         ------------------------                                               \nissued by Xenon 2 to GE Investments Sub on the closing date under the NMC Merger\nAgreement having the terms set forth in Exhibit H to the NMC Merger Agreement.\n                                        ---------                             \n\n        \"Xoom Preferred Stock\" means shares of preferred stock, par value \n         --------------------                  \n$.0001 per share, of Xoom.\n\n        \"Xoom Stock\" means shares of common stock, par value $.0001 per \n         ----------               \nshare, of Xoom.\n\n        (b)   As used in this Agreement, each of the following capitalized terms\nshall have the meaning ascribed to them in the Section set forth opposite such\nterm:\n\n        Term                                    Section\n        ----                                    -------\n\n  Affiliate Agreement                             6.13\n  Certificate of Merger                           2.3\n  Class A Common Stock                            1.1\n  Class B Common Stock                            1.1\n  Closing                                         2.2\n  Closing Date                                    2.2\n  Effective Time                                  2.3\n  ERISA                                           4.1(p)\n  Exchange Agent                                  2.9\n  Form S-4                                        6.1\n  Indemnified Party                               6.6\n  Merger                                          2.1\n  Merger Consideration                            2.8\n  Proxy Statement                                 6.1\n  Required Consents                               6.4\n  SEC Documents                                   4.2(h)(i)\n  SNAP Balance Sheet                              4.1(f)\n  SNAPBudget                                      4.1(i)\n  SNAP Employees                                  6.7(a)(i)\n  SNAP Intellectual Property                      4.1(l)\n\n \n                                                                               8\n\n        Term                                     Section\n        ----                                     -------\n  SNAP Options                                    4.1(t)\n  SNAP Plans                                      4.1(p)\n  Stockholder Approval                            4.2(b)\n  Surviving Corporation                           2.1\n  Stockholder Meeting                             6.2\n  Xoom Budget                                     4.2(k)\n  Xoom ESPP                                       6.8(b)\n  Xoom Intellectual Property                      4.2(n)\n  Xoom Non-Plan Options                           4.2(g)\n  Xoom Options                                    4.2(g)\n  Xoom Option Plan                                4.2(g)\n  Xoom Plan Options                               4.2(g)\n  Xenon 2 Option                                  6.8(a)\n  Xenon 2 Option Plan                             6.8(a)\n\n\n                                  ARTICLE II\n\n                                  THE MERGER\n\n\n  2.1  The Merger. Upon the terms and subject to the conditions set forth in\n       ----------\nthis Agreement, and in accordance with the Delaware General Corporation Law (the\n\"DGCL\"), Xenon 3 shall be merged (the \"Merger\") with and into Xoom at the\n-----                     ------\nEffective Time (as defined in Section 2.3). Following the Merger, the separate\n                              -----------    \ncorporate existence of Xenon 3 shall cease and Xoom shall continue as the\nsurviving corporation (the \"Surviving Corporation\").\n                            ---------------------   \n\n  2.2  Closing.  Subject to the satisfaction or waiver (subject to applicable \n       -------\nlaw) of the conditions set forth in Article VII, the closing of the Merger and\n                                    -----------      \nthe transactions contemplated by this Agreement (the \"Closing\") will take place\n                                                      -------   \non the Business Day after all the conditions to Closing (other than conditions\nthat, by their terms, cannot be satisfied until the Closing Date) set forth in\nArticle VII shall have been satisfied or waived, unless this Agreement has been\n-----------                                                                    \ntheretofore terminated pursuant to its terms, unless another time or date is\nagreed to in writing by the parties hereto (the actual time and date of the\nClosing being referred to herein as the \"Closing Date\").  The Closing shall be\n                                         ------------                         \nheld at the offices of Simpson Thacher &amp; Bartlett, 425 Lexington Avenue, New\nYork, New York, 10017, unless another place is agreed to in writing by the\nparties hereto.\n\n  2.3  Effective Time.  As soon as practicable following the satisfaction of \n       --------------\nthe conditions set forth in Article VII, the parties shall (i) file a\n                            -----------    \ncertificate of merger (the \"Certificate of Merger\") executed in accordance with\n                            ----------------------           \nthe relevant provisions of the DGCL and (ii) make all other filings or\nrecordings required under the DGCL. The Merger shall become effective at such\ntime as shall be specified in the Certificate of Merger (the date and time the\nMerger becomes effective being the \"Effective Time\").\n                                    --------------   \n\n \n                                                                               9\n\n  2.4  Effects of the Merger. At and after the Effective Time, the Merger will\n       ---------------------\nhave the effects set forth in the DGCL. Without limiting the generality of the\nforegoing, and subject thereto, at the Effective Time all the property, rights,\nprivileges, powers and franchises of Xoom and Xenon 3 shall be vested in the\nSurviving Corporation, and all debts, liabilities and duties of Xoom and Xenon 3\nshall become the debts, liabilities and duties of the Surviving Corporation.\n\n  2.5  Certificates of Incorporation. (a) The certificate of incorporation of\n       ----------------------------- \nXoom, as in effect immediately prior to the Effective Time, shall be the\ncertificate of incorporation of the Surviving Corporation until thereafter\nchanged or amended as provided therein or by applicable law.\n\n       (b)  Xoom and Xenon 2 shall cause the certificate of incorporation of\nXenon 2 to be amended and restated effective as of the Effective Time so as to\nprovide for an authorized capitalization as set forth on Schedule 2.5(b) and\n                                                         ---------------    \nshall otherwise be substantially the same as the certificate of incorporation of\nXoom as in effect immediately prior to the Effective Time, with such changes\ntherein as CNET, Xenon 2 and Xoom may agree upon prior to the Effective Time.\n\n  2.6  By-Laws. (a) The by-laws of Xoom, as in effect immediately prior to the\n       ------- \nEffective Time, shall be the by-laws of the Surviving Corporation until\nthereafter changed or amended as provided therein or by applicable law.\n\n       (b)  Xoom and Xenon 2 shall cause the by-laws of Xenon 2 to be amended\nand restated effective as of the Effective Time so as to be substantially the\nsame as the by-laws of Xoom as in effect immediately prior to the Effective\nTime, with such changes therein as CNET, Xenon 2 and Xoom may agree upon prior\nto the Effective Time.\n\n  2.7  Officers and Directors of Surviving Corporation and Xenon 2.\n       ----------------------------------------------------------- \nThe officers of Xoom as of the Effective Time shall be the officers of the\nSurviving Corporation, until the earlier of their resignation or removal or\notherwise ceasing to be an officer or until their respective successors are duly\nelected and qualified, as the case may be.  The directors of the Surviving\nCorporation as of the Effective Time shall be as provided in Schedule 2.7, which\n                                                             ------------       \nindividuals will serve as directors of the Surviving Corporation until the\nearlier of their resignation or removal or otherwise ceasing to be a director or\nuntil their respective successors are duly elected and qualified.  Xoom and\nXenon 2 shall cause the officers and directors of Xenon 2 as of the Effective\nTime to be as provided in Schedule 2.7.\n                          ------------ \n\n  2.8  Effect on Capital Stock. (a)  At the Effective Time by virtue of the \n       ----------------------- \nMerger and without any action on the part of the holder thereof, each share of\nXoom Stock issued and outstanding immediately prior to the Effective Time (other\nthan shares of Xoom Stock held by Xoom, all of which shall be canceled as\nprovided in Section 2.8(c)) shall be converted into the right to receive one\n            -------------- \nshare of Class A Common Stock (the \"Merger Consideration\") .\n                                    --------------------    \n\n       (b)  As a result of the Merger and without any action on the part of the\nholders thereof, at the Effective Time, all shares of Xoom Stock shall be\ncanceled and shall cease to \n\n \n                                                                              10\n\nexist, and each holder of a certificate which immediately prior to the Effective\nTime represented any such shares of Xoom Stock (a \"Certificate\") shall\n                                                   -----------       \nthereafter cease to have any rights with respect to such shares of Xoom Stock,\nexcept as provided herein or by law.\n\n       (c)  Each share of Xoom Stock issued and owned or held by Xoom at the\nEffective Time shall, by virtue of the Merger, cease to be outstanding and shall\nbe canceled and no stock of Xenon 2 or other consideration shall be delivered in\nexchange therefor.\n\n       (d)  Each share of common stock, par value $0.0001 per share, of Xenon 3\nissued and outstanding immediately prior to the Effective Time, shall be\nconverted into one validly issued, fully paid and nonassessable share of common\nstock, par value $0.0001 per share, of the Surviving Corporation as of the\nEffective Time.\n\n  2.9  Exchange Fund. Prior to the Effective Time, Xenon 2 shall appoint a \n       ------------- \ncommercial bank or trust company (or a subsidiary thereof) reasonably acceptable\nto Xenon 2 and Xoom to act as exchange agent hereunder for the purpose of\nexchanging Certificates for the Merger Consideration (the \"Exchange Agent\"). At\n                                                           --------------    \nor prior to the Effective Time, Xenon 2 shall deposit with the Exchange Agent,\nin trust for the benefit of holders of shares of Xoom Stock, certificates\nrepresenting the Class A Common Stock issuable pursuant to Section 2.8 in\n                                                           ----------- \nexchange for outstanding shares of Xoom Stock.\n\n  2.10  Exchange Procedures. As soon as reasonably practicable after the \n        ------------------- \n\nEffective Time, Xenon 2 shall cause the Exchange Agent to mail to each holder of\na Certificate (i) a letter of transmittal which shall specify that delivery\nshall be effected, and risk of loss and title to the Certificates shall pass,\nonly upon delivery of the Certificates to the Exchange Agent, and which letter\nshall be in customary form and have such other provisions as Xenon 2 may\nreasonably specify and (ii) instructions for effecting the surrender of such\nCertificates in exchange for the applicable Merger Consideration. Upon surrender\nof a Certificate to the Exchange Agent together with such letter of transmittal,\nduly executed and completed in accordance with the instructions thereto, and\nsuch other documents as may reasonably be required by the Exchange Agent, the\nholder of such Certificate shall be entitled to receive in exchange therefor one\nor more shares of Class A Common Stock (which shall be in uncertificated book-\nentry form unless a physical certificate is requested) representing, in the\naggregate, the number of shares that such holder has the right to receive\npursuant to Section 2.8. In the event of a transfer of ownership of Xoom Stock\n            -----------     \nwhich is not registered in the transfer records of Xoom the proper number of\nshares of Class A Common Stock may be issued with respect to such Xoom Stock to\nsuch a transferee if the Certificate formerly representing such shares of Xoom\nStock is presented to the Exchange Agent, accompanied by all documents required\nto evidence and effect such transfer and to evidence that any applicable stock\ntransfer taxes have been paid.\n\n  2.11  Distributions with Respect to Unexchanged Shares. No dividends or \n        ------------------------------------------------ \nother distributions declared or made with respect to shares of Class A Common\nStock with a record date after the Effective Time shall be paid to the holder of\nany unsurrendered Certificate with respect to the shares of Class A Common Stock\nthat such holder would be entitled to receive \n\n \n                                                                              11\n\nupon surrender of such Certificate until such holder shall surrender such\nCertificate in accordance with Section 2.10. Subject to the effect of applicable\n                               ------------          \nlaws, following surrender of any such Certificate, there shall be paid to such\nholder of shares of Class A Common Stock issuable in exchange therefor, without\ninterest, (a) promptly after the time of such surrender, the amount of dividends\nor other distributions with a record date after the Effective Time theretofore\npaid with respect to such whole shares of Class A Common Stock, and (b) at the\nappropriate payment date, the amount of dividends or other distributions with a\nrecord date after the Effective Time but prior to such surrender and a payment\ndate subsequent to such surrender payable with respect to such shares of Class A\nCommon Stock.\n\n  2.12  No Further Ownership Rights in Xoom Stock. All shares of Class A Common \n        ----------------------------------------- \nStock issued upon surrender of certificates in accordance with the terms of this\nArticle II shall be deemed to have been issued in full satisfaction of all\n----------                                    \nrights pertaining to the shares of Xoom Stock formerly represented thereby.\n\n  2.13  Termination of Exchange Fund. Any portion of the Exchange Fund which \n        ---------------------------- \nremains undistributed to the holders of Certificates for six months after the\nEffective Time shall be delivered to the Surviving Corporation or otherwise on\nthe instruction of the Surviving Corporation, and any holders of the\nCertificates who have not theretofore complied with this Article II shall\n                                                         ---------- \nthereafter look only to Xenon 2 for the Merger Consideration with respect to the\nshares of Xoom Stock formerly represented thereby to which such holders are\nentitled pursuant to Section 2.8 and Section 2.10 and any dividends or\n                     -----------     ------------ \ndistributions with respect to shares of Class A Common Stock to which such\nholders are entitled pursuant to Section 2.11.  Any such portion of \n                                 -------\nthe Exchange Fund remaining unclaimed by holders of shares of Xoom Stock five\nyears after the Effective Time (or such earlier date immediately prior to such\ntime as such amounts would otherwise escheat to or become property of any\nGovernmental Entity) shall, to the extent permitted by law, become the property\nof the Surviving Corporation free and clear of any claims or interest of any\nPerson previously entitled thereto.\n\n  2.14  No Liability. None of SNAP, CNET, Xenon 2, Xenon 3, Xoom, the Surviving \n        ------------ \nCorporation or the Exchange Agent shall be liable to any Person in respect of\nany Merger Consideration from the Exchange Fund delivered to a public official\npursuant to any applicable abandoned property, escheat or similar law.\n\n  2.15  Lost Certificates. If any Certificate shall have been lost, stolen or \n        ----------------- \ndestroyed, upon the making of an affidavit of that fact by the Person claiming\nsuch Certificate to be lost, stolen or destroyed and, if required by Xenon 2,\nthe posting by such Person of a bond in such reasonable amount as Xenon 2 may\ndirect as indemnity against any claim that may be made against it with respect\nto such Certificate, the Exchange Agent will deliver in exchange for such lost,\nstolen or destroyed Certificate the applicable Merger Consideration with respect\nto the shares of Xoom Stock formerly represented thereby and unpaid dividends\nand distributions on shares of Class A Common Stock deliverable in respect\nthereof, pursuant to this Agreement.\n\n \n                                                                              12\n\n  2.16  Further Assurances. At and after the Effective Time, the officers and\n        ------------------ \ndirectors of the Surviving Corporation will be authorized to execute and\ndeliver, in the name and on behalf of Xoom or Xenon 3, any deeds, bills of sale,\nassignments or assurances and to take and do, in the name and on behalf of Xoom\nor Xenon 3, any other actions and things to vest, perfect or confirm of record\nor otherwise in the Surviving Corporation any and all right, title and interest\nin, to and under any of the rights, properties or assets acquired or to be\nacquired by the Surviving Corporation as a result of, or in connection with, the\nMerger.\n\n  2.17  Stock Transfer Books. The stock transfer books of Xoom shall be closed\n        -------------------- \nimmediately upon the Effective Time and there shall be no further registration\nof transfers of shares of Xoom Stock issued and outstanding immediately prior to\nthe Effective Time thereafter on the records of Xoom. On or after the Effective\nTime, any Certificates presented to the Exchange Agent or Xenon 2 for any reason\nshall be canceled and exchanged for certificates representing the Merger\nConsideration with respect to the shares of Xoom Stock formerly represented\nthereby and any dividends or other distributions to which the holders thereof\nare entitled pursuant to Section 2.11.\n                         ------------ \n\n  2.18  Federal Income Tax Consequences. For federal income tax purposes, it is\n        ------------------------------- \nintended that the Merger qualify as a contribution of Xoom Stock to Xenon 2\nqualifying under Section 351 of the Code and as a \"reorganization,\" within the\nmeaning of Section 368(a) of the Code, and that each of Xenon 2, Xoom and Xenon\n3 be a \"party to a reorganization,\" within the meaning of Section 368(b) of the\nCode, with respect to the Merger.\n\n\n                                 ARTICLE III\n \n             CONTRIBUTIONS AND  ISSUANCES OF CLASS A COMMON STOCK\n             ----------------------------------------------------\n\n\n  3.1  Contribution and Issuance of Class A Common Stock to CNET and GBI.\n       -----------------------------------------------------------------\n(a)  Subject to the satisfaction or waiver of the conditions set forth in\nthis Agreement, at the Closing and immediately after the Effective Time, CNET\nshall, shall cause its Subsidiaries to, and shall require GBI to, assign,\ntransfer and convey to Xenon 2 (or one or more wholly-owned Subsidiaries of\nXenon 2 designated by Xenon 2), and Xenon 2 (or one or more wholly-owned\nSubsidiaries of Xenon 2 designated by Xenon 2) shall acquire all of CNET\"s and\nGBI\"s right, title and interest to the SNAP Units held by CNET and GBI free and\nclear of all Liens.\n\n       (b)  In connection with the transactions described in Section 3.1(a), \n                                                             --------------  \nXenon 2, CNET and GBI shall execute all purchase, transfer and other agreements\nwhich counsel for Xoom and CNET determine are reasonably necessary to effect the\ntransactions described therein.\n\n       (c)  In exchange for the transfer of the SNAP Units set forth in Section\n                                                                        ------- \n3.1(a), at the Closing and immediately following the Effective Time, Xenon 2\n------\nshall issue to CNET 7,147,584 shares of Class A Common Stock.\n\n \n                                                                              13\n\n      (d)  In exchange for the transfer of the SNAP Units set forth in Section\n                                                                       -------\n3.1(a), at the Closing and immediately following the Effective Time, Xenon 2\n------\nshall issue to GBI 97,479 shares of Class A Common Stock.\n\n        (e)   Upon the original issuance of the shares of Class A Common Stock\nby Xenon 2 to CNET hereunder, and until such time as the same is no longer\nrequired hereunder or under the applicable requirements of the Securities Act or\napplicable state securities laws, any certificate issued representing any such\nClass A Common Stock shall bear the following legend:\n\n      \"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER\n      THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY\n      STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A)\n      THEY ARE SO REGISTERED OR (B) UNLESS AN EXEMPTION FROM REGISTRATION IS\n      AVAILABLE AND THE ISSUER IS FURNISHED WITH AN OPINION OF COUNSEL\n      REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. IN ADDITION, SUCH\n      SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF THE\n      STANDSTILL AGREEMENT, DATED AS OF _____ __, 1999, BETWEEN THE ISSUER AND\n      CNET, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH\n      ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER.\"\n\n      (f)   Upon the original issuance of the shares of Class A Common Stock by\nXenon 2 to GBI hereunder, and until such time as the same is no longer required\nhereunder or under the applicable requirements of the Securities Act or\napplicable state securities laws, any certificate issued representing any such\nClass A Common Stock shall bear a legend containing the first sentence of the\nlegend set forth in Section 3.1(e) above.\n                    --------------       \n\n      (g)   It is intended that the transfers described in Section 3.1(a) as\n                                                           -------------- \npart of the plan for the formation of Xenon 2 will qualify as a non-taxable\ntransfer pursuant to Section 351 of the Code.\n\n\n                                 ARTICLE IV\n \n                 REPRESENTATIONS AND WARRANTIES OF THE PARTIES\n                 ---------------------------------------------\n\n  4.1  Representations and Warranties with respect to SNAP. SNAP represents and\n       --------------------------------------------------- \nwarrants to Xoom as follows:\n\n      (a)  Due Organization, Power and Good Standing. SNAP is duly organized, \n           -----------------------------------------       \nvalidly existing and in good standing under the laws of its jurisdiction of\norganization, and has the requisite power and authority to own, lease and\noperate its properties and to conduct its \n\n \n                                                                              14\n\nbusiness as now conducted by it. SNAP is qualified to do business and is in good\nstanding in all jurisdictions in which it conducts its business, except where\nthe failure to do so would not, individually or in the aggregate, taken as a\nwhole, have a Material Adverse Effect. SNAP has no Subsidiaries other than SNAP!\nInternational LLC which has not commenced business operations and has no\nmaterial assets or liabilities.\n\n        (b)  Authorization and Validity of Agreement.  The execution, \n             ---------------------------------------       \ndelivery and performance by SNAP of this Agreement, the consummation by SNAP of\nthe transactions contemplated hereby and the transfer of the SNAP Units pursuant\nhereto have been duly authorized by all necessary action on the part of SNAP and\nconstitutes a valid and legally binding obligation of SNAP, enforceable against\nit in accordance with its terms.\n\n       (c)  Governmental Approvals; Consents. Except as described in Schedule\n            --------------------------------                         --------\n4.1(c), the execution, delivery and performance by SNAP of this Agreement and\n------\nthe consummation by SNAP of the transactions contemplated hereby will not (i)\nconflict with or result in a breach of any provision of the SNAP LLC Agreement;\n(ii) require any consent, approval, authorization or permit of, or filing with,\nor notification to, any Governmental Authority; (iii) require the consent or\napproval of any Person (other than a Governmental Authority) or violate or\nconflict with, or result in a breach of any provision of, constitute a default\n(or an event which with notice or lapse of time or both would become a default)\nor give to any third party any right of termination, cancellation, amendment or\nacceleration under, or result in the creation of a Lien on any of the assets of\nSNAP under any of the terms, conditions or provisions of any contract or license\nto which SNAP is a party or by which it or its assets or property are bound; or\n(iv) violate or conflict with any order, writ, injunction, decree, statute, rule\nor regulation applicable to SNAP; other than any consents, approvals,\nauthorizations and permits the failure of which to obtain and any violations,\nconflicts, breaches defaults and other matters set forth pursuant to clauses\n(ii), (iii) and (iv) above which, individually or in the aggregate, would not\nreasonably be expected to have a Material Adverse Effect.\n\n      (d)  Certain Fees.  Neither SNAP nor any of the officers, directors or\n           ------------                                                     \nemployees, thereof has employed any broker or finder or incurred any other\nLiability for any brokerage fees, commissions or finders' fees in connection\nwith the transactions contemplated hereby or by the NMC Merger Agreement except\nthat SNAP has employed BT Alex. Brown Incorporated whose fees and expenses will\nbe paid in accordance with Section 10.5 if the transactions contemplated by \n                           ------------       \nthis Agreement are consummated and otherwise will be paid by SNAP.\n\n      (e)  Equity Interests. As of the date hereof, the outstanding equity\n           ----------------  \ninterests in SNAP and the holders thereof are set forth on Schedule 4.1(e)\n                                                           ---------------\nhereto. All outstanding SNAP Units are duly authorized, validly issued, fully\npaid and non-assessable and are not subject to any preemptive rights except as\nset forth in the SNAP LLC Agreement and have been issued in compliance with\nfederal and state securities laws. There are no declared or accrued unpaid\ndistributions with respect to any SNAP Units. The limited liability company\ninterests of SNAP International LLC have been duly authorized and issued, and\nare fully paid and non-assessable\n\n \n                                                                              15\n\nand are owned by SNAP free and clear of all Liens. Except for the capital stock\nof its Subsidiaries, SNAP does not own, directly or indirectly, more than 10% of\nthe capital stock or other ownership interest in any Person and to the extent it\nowns less than 10% of the capital stock or other ownership interest in any\nPerson, such interests in the aggregate do not constitute a material part of\nSNAP\"s assets. Except as set forth on Schedule 4.1(e) hereto or as\n                                      ---------------             \nprovided under the terms of this Agreement, no SNAP Units are reserved for\nissuance, and there are no contracts, agreements, commitments or arrangements\nobligating SNAP to (i) offer, sell, issue or grant any equity interests in, or\nany options, warrants or rights of any kind to acquire any equity interests in,\nor any other securities that are convertible into or exchangeable for any equity\ninterests in SNAP or (ii) to redeem, purchase or acquire, or offer to purchase\nor acquire, any outstanding equity interests in or any outstanding options,\nwarrants or rights of any kind to acquire any equity interests in, or any other\noutstanding securities that are convertible into or exchangeable for any equity\ninterests in SNAP. At the Effective Time, after giving effect to the\ntransactions contemplated by this Agreement, Xenon 2 will own all of the\noutstanding SNAP Units other than SNAP Units owned by NBC and its Subsidiaries\nor SNAP Units issued pursuant to the exercise of SNAP Options free and clear of\nall Liens.\n\n      (f)  Financial Information, Liabilities.  The unaudited balance sheet \n           ----------------------------------       \nfor SNAP as at December 31, 1998 (the \"SNAP Balance Sheet\") and the related\n                                       ------------------\nunaudited income statement for the six months ending December 31, 1998, copies\nof which are attached hereto as Schedule 4.1(f) present fairly in all material\n                                ---------------\nrespects the financial condition and results of operations of SNAP as at\nDecember 31, 1998 and for the period then ended, subject to normal year-end\naudit adjustments and financial statement footnote disclosure. Except as set\nforth on Schedule 4.1(g), except as and to the extent disclosed in the SNAP\n         ---------------                             \nBalance Sheet, and except for liabilities incurred in connection with the\ntransactions contemplated by this Agreement and the Implementing Agreements,\nthere are no liabilities, whether absolute, accrued, contingent or otherwise, of\nSNAP, that would be required to be reflected on, or reserved against, in such\nconsolidated balance sheet of SNAP, except for (x) liabilities which, singly or\nin the aggregate, would not have a Material Adverse Effect and (y) liabilities\nincurred subsequent to the date of such balance sheet by SNAP in the ordinary\ncourse of business consistent with past practice.\n\n      (g)  Absence of Certain Changes or Events. Except as disclosed on Schedule\n           ------------------------------------                         --------\n4.1(g) since December 31, 1998, SNAP has conducted its business in all\n------                                                                \nmaterial respects only in the ordinary course consistent with past practice and\nthere has not been (i) any material adverse change in the assets, liabilities,\nbusiness, results of operations or financial condition of SNAP, or (ii) except\nin the ordinary course of business consistent with past practice and except for\nsuch matters that would not reasonably be expected to have a Material Adverse\nEffect, any damage, destruction, loss, conversion, condemnation or taking by\neminent domain related to any of its material assets. In addition, except as\ndisclosed on Schedule 4.1(g), from December 31, 1998 to the date hereof, \n             ---------------      \nSNAP has not (A) acquired or disposed of any material assets or entered into any\nagreement or other arrangement for any such acquisition or disposition or (B)\nrelinquished, forgiven or canceled any material debts or claims.\n\n \n                                                                              16\n\n      (h)  Title to Properties; Absence of Liens.  Except as disclosed on \n           -------------------------------------                          \nSchedule 4.1(h), SNAP has good title to (or, in the case of real estate or\n---------------\nequipment leases, a valid lease to) all of its properties, assets and other\nrights, free and clear of all Liens except for Permitted Liens and such assets\nwill enable Xenon 2 to conduct the business of SNAP after the Effective Time in\nsubstantially the same manner as it is currently being conducted.\n\n      (i)  Properties, Contracts, Permits and Other Data.  Except as specified \n           ---------------------------------------------          \nin Schedule 4.1(i) hereto, all rights, licenses, leases, registrations,\n   ---------------                                                     \napplications, contracts, commitments and other agreements of SNAP or by which\nSNAP is bound are in full force and effect and are valid and enforceable in\naccordance with their respective terms except for such failures to be in full\nforce and effect and valid and enforceable that would not, individually or in\nthe aggregate, have a Material Adverse Effect. SNAP is not in breach or default\nin the performance of any obligation thereunder and no event has occurred or has\nfailed to occur whereby any of the other parties thereto have been or will be\nreleased therefrom or will be entitled to refuse to perform thereunder, the\nenforcement of which would have, either individually or in the aggregate, a\nMaterial Adverse Effect. SNAP has provided to Xoom complete and accurate copies\nof SNAP\"s current annual budget and operating plan (the \"SNAP Budget\").\n                                                         ----\n     \n      (j)  Legal Proceedings.  Except as described in Schedule 4.1(j), there \n           -----------------                          ---------------  \nis no litigation, proceeding or governmental investigation to which SNAP is a\nparty pending or, to the best Knowledge of SNAP, threatened against it or its\nassets which, either individually or in the aggregate, would reasonably be\nexpected to result in a Material Adverse Effect or which, as of May 9, 1999,\nseeks to restrain or enjoin the consummation of any of the transactions\ncontemplated hereby. SNAP is not a party to nor are its assets subject to any\njudgment, writ, decree, injunction or order entered by any court or governmental\nauthority (domestic or foreign) that, individually or in the aggregate, would\nreasonably be expected to have a Material Adverse Effect.\n\n      (k)  Labor Controversies.  Except as set forth on Schedule 4.1(k), (i) \n           -------------------                          ---------------      \nthere have been no labor strikes, slow-downs, work stoppages, lock-outs or other\nmaterial labor controversies or disputes during the past two years, nor is any\nsuch strike, slow-down, work stoppage or other material labor controversy or\ndispute pending or, to the best Knowledge of SNAP, threatened with respect to\nthe current or former employees of SNAP, (ii) SNAP is not a party to any labor\ncontract, collective bargaining agreement, contract, letter of understanding or,\nto SNAP\"s Knowledge, any other agreement, formal or informal with any labor\nunion or organization, nor are any of SNAP\"s employees represented by any labor\nunion or organization and (iii) SNAP has not closed any facility, effectuated\nany layoffs of employees or implemented any early retirement, separation or\nwindow program within the past two years nor planned or announced any such\naction or program for the future.\n\n      (l)  Intellectual Property.  SNAP owns or is licensed or otherwise has \n           ---------------------                   \nthe right to use, all Intellectual Property currently used in its business (the\n\"SNAP Intellectual Property\"), except as would not, individually or in the\n --------------------------                                               \naggregate, have a Material Adverse Effect.  SNAP has \n\n \n                                                                              17\n\nnot infringed upon or is in conflict with the Intellectual Property of any third\nparty nor has SNAP received any written notice of any claim that it has\ninfringed upon or is in conflict with any Intellectual Property of any third\nparty, except as would not, individually or in the aggregate, have a Material\nAdverse Effect. Except as set forth on Schedule 4.1(l), none of the rights of\n                                       ---------------    \nSNAP to the SNAP Intellectual Property will be impaired in any way by the\ntransactions provided for herein, and all of the rights of SNAP to the SNAP\nIntellectual Property will be fully enforceable by SNAP after the Closing Date\nto the same extent as such rights would have been enforceable by SNAP before the\nClosing, without the consent or agreement of any other party other than any\nconsents and agreements the failure of which to obtain, individually or in the\naggregate, would not have a Material Adverse Effect. There have been no claims\n(whether private or governmental) against SNAP asserting the invalidity or\nunenforceability of its ownership, license or other right to use any of the\nregistered SNAP Intellectual Property.\n\n      (m)  Government Licenses, Permits, Etc.  Except as set forth on \n           ---------------------------------                          \nSchedule 4.1(m), SNAP has all licenses, permits, consents, approvals,\n---------------                            \nauthorizations, qualifications and orders of Governmental Authorities required\nfor the conduct of its business as presently conducted, except where failure\nwould not, individually or in the aggregate, have a Material Adverse Effect.\n\n      (n)  Conduct of Business in Compliance with Regulatory and Contractual\n           -----------------------------------------------------------------\nRequirements.  SNAP has complied with all applicable laws, ordinances,\n------------                                                          \nregulations or orders or other requirements of any Governmental Authority\nincluding, without limitation, all rules, regulations and administrative orders\nrelating to anti-competitive practices, discrimination, employment, health and\nsafety, except where the failure to be in such compliance would not have, either\nindividually or in the aggregate, a Material Adverse Effect.\n\n      (o)  Environmental Matters.  Except as set forth on Schedule 4.1(o) and \n           ---------------------                          --------------- \nexcept for matters that, individually or in the aggregate, would not have a\nMaterial Adverse Effect, (i) SNAP complies and has complied with all applicable\nEnvironmental Laws, and possesses and complies with and has possessed and\ncomplied with all Environmental Permits; (ii) there are and have been no\nMaterials of Environmental Concern, or other conditions, at any property owned\nor leased by SNAP that could give rise to any liability under any Environmental\nLaw or result in costs arising out of any Environmental Law; (iii) no judicial,\nadministrative, or arbitral proceeding (including any notice of violation or\nalleged violation) under any Environmental Law to which SNAP is, or to the\nKnowledge of SNAP will be, named as a party is pending or, to the Knowledge of\nSNAP, threatened, nor is SNAP the subject of any investigation in connection\nwith any such proceeding or potential proceeding; (iv) there are no past,\npresent, or anticipated future events, conditions, circumstances, practices,\nplans, or legal requirements that could be expected to prevent, or materially\nincrease the burden on SNAP of complying with applicable Environmental Laws or\nof obtaining, renewing, or complying with all Environmental Permits required\nunder such laws; and (v) SNAP has provided to the other parties true and\ncomplete copies of all Environmental Reports relating to it in the possession or\ncontrol of such party.\n\n \n                                                                              18\n\n      (p)  Employee Benefit Matters.  (i)  Schedule 4.1(p) contains a true and\n           ------------------------        ---------------                    \ncomplete list of each \"employee benefit plan\" (within the meaning of section\n3(3) of the Employee Retirement Income Security Act of 1974, as amended\n(\"ERISA\")), and all stock purchase, stock option, severance, employment, change-\n  -----                                                                        \nin-control, fringe benefit, collective bargaining, bonus, incentive, deferred\ncompensation and other employee benefit plans, agreements, programs, policies or\nother arrangements, whether or not subject to ERISA (including any funding\nmechanism therefor now in effect or required in the future as a result of the\ntransaction contemplated by this Agreement or otherwise), whether formal or\ninformal, oral or written, legally binding or not, under which any employee or\nformer employee of SNAP or its Subsidiaries has any present or future right to\nbenefits and under which SNAP or its Subsidiaries has any present or future\nliability.  All such plans, agreements, programs, policies and arrangements\nshall be collectively referred to as the \"SNAP Plans\".\n                                          ----------  \n\n      (ii)   With respect to each SNAP Plan which is maintained solely by \nSNAP (the \"SNAP Level Plans\"), SNAP has made available to Xoom and Xenon 2 a \n           -----------------                 \ncurrent, accurate and complete copy (or, to the extent no such copy exists, an\naccurate description) thereof and, to the extent applicable: (A) any related\ntrust agreement or other funding instrument; (B) the most recent determination\nletter, if applicable; (C) any summary plan description and other written\ncommunications (or a description of any oral communications) by SNAP or its\nSubsidiaries to their employees concerning the extent of the benefits provided\nunder a SNAP Plan; and (D) for the most recent two years (I) the Form 5500 and\nattached schedules and (II) audited financial statements.\n\n     (iii)  (A) Each SNAP Plan has been established and administered in\naccordance with its terms, and in compliance with the applicable provisions of\nERISA, the Code and other applicable laws, rules and regulations; (B) each SNAP\nPlan which is intended to be qualified within the meaning of Code section 401(a)\nis so qualified and has received a favorable determination letter as to its\nqualification (or is established using a prototype plan form which has received\nsuch a letter), and nothing has occurred, whether by action or failure to act,\nthat could reasonably be expected to cause the loss of such qualification; (C)\nfor each SNAP Plan with respect to which a Form 5500 has been filed, no material\nchange has occurred with respect to the matters covered by the most recent Form\nsince the date thereof; (D) no non-exempt \"prohibited transaction\" (as such term\nis defined in ERISA section 406 and Code section 4975) with respect to any SNAP\nPlan; and (E) no SNAP Plan provides retiree welfare benefits and neither SNAP\nnor its Subsidiaries have any obligations to provide any retiree welfare\nbenefits except as provided under Section 4980B of the Code.\n\n      (iv)  No SNAP Plan is subject to Title IV of ERISA (including a\nmultiemployer plan within the meaning of Section 3(37) of ERISA), no SNAP Plan\nis a multiple employer plan; and no SNAP Plan is subject to the minimum funding\nrequirements of ERISA Section 302 or Code Section 412.\n\n      (v)   Neither SNAP nor any of its Subsidiaries nor any Member of the\nControlled Group of which it is a member has (A) engaged in, or is a successor\nor parent \n\n \n                                                                              19\n\ncorporation to an entity that has engaged in, a transaction described\nin Sections 4069 or 4212(c) of ERISA or (B) incurred, or could reasonably be\nexpected to incur, any liability under (I) Title IV of ERISA arising in\nconnection with the termination of, or a complete or partial withdrawal from,\nany plan covered or previously covered by Title IV of ERISA or (II) Section 4971\nof the Code that in either case could become a liability of SNAP or any\nSubsidiary or Xenon 2 after the Closing Date. The assets of SNAP and all of its\nSubsidiaries are not now, nor will they after the passage of time be, subject to\nany lien imposed under Code Section 412(n) by reason of a failure of any of SNAP\nor any Subsidiary or any Member of the Controlled Group of which it is a member\nto make timely installments or other payments required under Code Section 412.\n\n        (vi) With respect to any SNAP Plan, (A) no actions, suits or claims\n(other than routine claims for benefits in the ordinary course) are pending or,\nto the Knowledge of SNAP or its Subsidiaries, threatened and (B) no facts or\ncircumstances exist that could reasonably be expected to give rise to any such\nactions, suits or claims.\n\n       (vii) Except as provided on Schedule 4.1(p), no SNAP Plan exists that \n                                   ---------------          \ncould result in the payment to any present or former employee of SNAP or its\nSubsidiaries of any money or other property or accelerate or provide any other\nrights or benefits to any present or former employee of SNAP or its Subsidiaries\nas a result of the transaction contemplated by this Agreement, whether or not\nsuch payment would constitute a parachute payment within the meaning of Code\nSection 280G.\n\n      (q)  Absence of Certain Business Practices.  Neither SNAP, nor any \n           -------------------------------------           \nofficer, employee or agent of SNAP, nor any other Person acting on behalf of\nSNAP, has, directly or indirectly, within the past five years given or agreed to\ngive any gift or similar benefit to any customer, supplier, governmental\nemployee or other Person or entity who is or may be in a position to help or\nhinder SNAP (or assist SNAP in connection with any actual or proposed\ntransaction) which (x) subjects any party or any of their respective Affiliates,\nto any damage or penalty in any civil, criminal or governmental litigation or\nproceeding, (y) if not given in the past, could have had a Material Adverse\nEffect or (z) if not continued in the future, could have a Material Adverse\nEffect or which might subject any party or Xenon 2 or any of their respective\nAffiliates to suit or penalty in any private or governmental litigation or\nproceeding.\n\n      (r)  Tax Matters.   Except as set forth on Schedule 4.1(r), (i) SNAP \n           -----------                           ---------------      \nand its Subsidiaries have timely filed (or have had timely filed on their\nbehalf) or will timely file or cause to be timely filed, all Tax Returns\nrequired by applicable law to be filed by SNAP and its Subsidiaries prior to the\nEffective Time. All such Tax Returns are or will be true, complete and correct\nin all material respects. There are no outstanding agreements or waivers\nextending the statutory period of limitation applicable to any of such Tax\nReturns and SNAP and its Subsidiaries have not requested any extension of time\nwithin which to file any material Tax Return, which return has not yet been\nfiled. There is no pending claim by any Tax Authority of a jurisdiction where\nSNAP or any of its Subsidiaries has not filed Tax Returns that SNAP or any of\nits Subsidiaries are or may have been subject to taxation by that jurisdiction.\nAll Taxes required to be withheld by SNAP or its Affiliates with respect to\ntheir activities, properties, employees or independent contractors have been\nwithheld and paid over to the appropriate Tax Authority.\n\n \n                                                                              20\n\n        (ii) SNAP and its Subsidiaries have paid (or have had paid on their\nbehalf), or where payment is not yet due, have established (or have had\nestablished on their behalf and for their sole benefit and recourse), or will\nestablish or cause to be established on or before the Effective Time, an\nadequate accrual for the payment of, all Taxes due with respect to any period\nbeginning prior to the Effective Time. No deficiency or adjustment for any Taxes\nhas been threatened, proposed, asserted or assessed against SNAP or its\nSubsidiaries. There are no liens for Taxes upon the assets of SNAP or its\nSubsidiaries, except for liens for current Taxes not yet due.\n\n       (iii) SNAP and its Subsidiaries are not required to include in income any\nadjustment pursuant to Section 481(a) of the Code or any similar applicable\nprovision by reason of a voluntary change in accounting method initiated by SNAP\nor its Subsidiaries, and neither the Internal Revenue Service nor any taxing\nauthority has proposed in writing any such adjustment or change in accounting\nmethod.  SNAP and its Subsidiaries have not received a tax ruling or entered\ninto a closing agreement with any taxing authority that would have a Material\nAdverse Effect on SNAP or its Subsidiaries.\n\n        (iv) SNAP and its Subsidiaries have not made any payments, are not\nobligated to make any payments, and are not a party to any agreement that could\nobligate it to make any payments that would not be deductible pursuant to\nSection 280G of the Code.\n\n        (v)  SNAP has been and currently is taxable as a partnership for federal\nincome tax purposes and in all jurisdictions in which it is subject to Taxes or\nfiles Tax Returns. Each of SNAP\"s Subsidiaries has been and currently is (A)\nwholly owned by SNAP and (B) an entity disregarded from its owner pursuant to\nSection 301.7701-2 of the Treasury Regulations. Neither SNAP nor any Subsidiary\nis a party to any safe harbor lease within the meaning of Section 168(f)(8) of\nthe Code, as in effect prior to amendment by the Tax Equity and Fiscal\nResponsibility Act of 1982. SNAP and its Subsidiaries are not a party to any\njoint venture, partnership, or other agreement, contract, or arrangement (either\nin writing or verbally, formally or informally) which could be treated as\npartnership for federal income tax purposes.\n\n        (vi) Neither SNAP nor any of its Subsidiaries has a \"permanent\nestablishment,\" as defined in any applicable Tax treaty or convention of the\nUnited States of America, or fixed place of business in any foreign country.\nSNAP and its Subsidiaries are in compliance with the terms and conditions of any\napplicable tax exemptions, agreements or orders of any foreign government to\nwhich it may be subject or which it may have claimed, and the transactions\ncontemplated by this Agreement will not have any adverse effect on such\ncompliance.\n\n        (vii)  Neither SNAP nor any of its Subsidiaries is or has been bound\nby any tax sharing or tax allocation agreement, and it has no contractual\nobligation to indemnify any other person with respect to Taxes.\n\n        (s)    Year 2000 Compliance.  SNAP has adopted and implemented a\n               --------------------                                     \ncommercially reasonable plan to provide (x) that the change of the year from\n1999 to the year \n\n \n                                                                              21\n\n2000 will not have a Material Adverse Effect and (y) that the impacts of such\nchange on the venders and customers of SNAP will not have a Material Adverse\nEffect. In SNAP\"s reasonable best estimate, no expenditures materially in excess\nof currently budgeted items previously disclosed to Xoom and Xenon 2 will be\nrequired in order to cause the information and business systems of SNAP to\noperate properly following the change of the year 1999 to the year 2000. SNAP\nreasonably expects any material issues related to such change of the year will\nbe resolved in accordance with the timetable set forth in such plan (and in any\nevent on a timely basis in order to be resolved before the year 2000). Between\nthe date of this Agreement and the Effective Time, SNAP shall continue to use\ncommercially reasonable efforts to implement such plan.\n\n          (t) Options.  Except for the SNAP 1998 LLC Option Plan SNAP has never\n              -------                                                          \nadopted or maintained any option plan or other plan providing for equity\ncompensation of any Person. SNAP has reserved 1,604,938 units for issuance\npursuant to the SNAP 1998 LLC Option Plan (\"SNAP Options\"), of which 1,432,970\n                                            ------------                      \nhave been issued as of the date hereof, all of which units remain subject to\nSNAP Options unexercised as of the date hereof.  Except as set forth in Schedule\n                                                                        --------\n4.1(t), none of the SNAP Options will be accelerated in any way by the\n------                                                                \ntransactions contemplated by this Agreement. SNAP has made available to Xoom and\nXenon 2 accurate and complete copies of all option plans pursuant to which SNAP\nhas granted options and the applicable vesting schedule for each such option.\nAll units subject to issuance as aforesaid, upon issuance on the terms and\nconditions specified in the instruments pursuant to which they are issuable,\nwould be duly authorized, validly issued, fully paid and non-assessable.  Except\nas set forth in Schedule 4.1(t), there are no commitments or agreements of any\n                ---------------                                               \ncharacter to which SNAP is bound obligating SNAP to accelerate the vesting of\nany SNAP Options as a result of this Agreement.  Schedule 4.1(e) lists each\n                                                 ---------------           \noutstanding SNAP Option and identifies with respect to each such SNAP Option;\nits exercise price; its grant date; its vesting schedule; and what portion of\nsuch SNAP Option remains outstanding as of the date hereof.  SNAP shall prepare\nand deliver to Xenon 2 and Xoom an updated version of Schedule 4.1(e) prior to\n                                                      ---------------         \nthe Effective Time as of a date no earlier than 5 days prior to the Effective\nTime.\n\n          (u) Entire Business.  Except as set forth in Schedule 4.1(l), SNAP\n              ---------------                          ---------------      \nowns, is licensed or otherwise has the right to use all the material properties\nand assets, and has all other rights, reasonably necessary for the conduct of\nthe business of SNAP as currently conducted.\n\n     4.2   Representations and Warranties with respect to Xoom.  Xoom \n           ---------------------------------------------------\nrepresents and warrants to CNET and SNAP as follows:\n\n          (a) Due Organization, Power and Good Standing.  Xoom and each of its\n              -----------------------------------------                       \nSubsidiaries is duly organized, validly existing and in good standing under the\nlaws of its jurisdiction of organization, and has the requisite power and\nauthority to own, lease and operate its properties and to conduct its business\nas now conducted by it.  Xoom and each of its Subsidiaries party to an\nImplementing Agreement has all requisite power and authority to enter into this\nAgreement, the Voting Agreement, the Option Agreement and the Implementing\nAgreements to which it is a party and to perform its obligations hereunder and\nthereunder.  Xoom and each of its Subsidiaries is qualified to do business and\nis in good standing in all jurisdictions \n\n \n                                                                              22\n\nin which it conducts its business, except where the failure to do so would not,\nindividually or in the aggregate, taken as a whole, have a Material Adverse\nEffect.\n\n          (b) Authorization and Validity of Agreement.  The execution, delivery\n              ---------------------------------------                          \nand performance by Xoom and each of its Subsidiaries of this Agreement, the\nVoting Agreement, the Option Agreement and the Implementing Agreements to which\nXoom or its Subsidiaries is a party and the consummation by Xoom and each of its\nSubsidiaries of the transactions contemplated hereby and thereby have been duly\nauthorized by all necessary corporate action on the part of Xoom and each of its\nSubsidiaries, subject to obtaining the affirmative vote of the holders of a\nmajority of the outstanding shares of Xoom Stock (the \"Stockholder Approval\").\n                                                       --------------------    \nThe Stockholder Approval is the only vote of the holders of any class or series\nof Xoom\"s securities necessary to adopt this Agreement and approve the\ntransactions contemplated hereby.  On or before the date hereof, the Board of\nDirectors of Xoom, at a meeting duly called and held, by the unanimous vote of\nthe directors present at such meeting and not abstaining (i) determined that\nthis Agreement, the Option Agreement, the Voting Agreement, and the Merger and\nthe other transactions contemplated hereby and thereby, are advisable, (ii)\ndeclared the advisability of and approved this Agreement, the Option Agreement,\nthe Voting Agreement and each of the Implementing Agreements, and (iii) resolved\nto recommend that the holders of shares of Xoom Stock adopt this Agreement and\napprove the Merger.  Each of this Agreement, the Option Agreement and the Voting\nAgreement has been, and each of the Implementing Agreements to which Xoom or any\nof its Subsidiaries is a party will on the Closing Date be, duly executed and\ndelivered by Xoom and each of its Subsidiaries and constitutes or, in the case\nof the other Implementing Agreements, upon execution thereof will constitute, a\nvalid and legally binding obligation of Xoom and its Subsidiaries, enforceable\nagainst each in accordance with their respective terms.\n\n          (c) Governmental Approvals; Consents.  Except as described in Schedule\n              --------------------------------                          --------\n4.2(c), the execution, delivery and performance of this Agreement, the Voting\n------                                                                       \nAgreement, the Option Agreement and the Implementing Agreements by Xoom and its\nSubsidiaries and the consummation by such party of the transactions contemplated\nhereby and thereby will not (i) conflict with or result in a breach of any\nprovision of the certificate of incorporation or bylaws or other governing\ndocuments of Xoom or any of its Subsidiaries; (ii) require any consent,\napproval, authorization or permit of, or filing with or notification to, any\nGovernmental Authority; (iii) require the consent or approval of any Person\n(other than a Governmental Authority) or violate or conflict with, or result in\na breach of any provision of, constitute a default (or an event which with\nnotice or lapse of time or both would become a default) or give to any third\nparty any right of termination, cancellation, amendment or acceleration under,\nor result in the creation of a Lien on any of the assets of Xoom or its\nSubsidiaries under, any of the terms, conditions or provisions of any contract\nor license to which Xoom or any of its Subsidiaries is a party or by which it or\nits assets or property are bound; or (iv) violate or conflict with any order,\nwrit, injunction, decree, statute, rule or regulation applicable to Xoom or any\nof its Subsidiaries; other than any consents, approvals, authorizations and\npermits the failure of which to obtain and any violations, conflicts, breaches\ndefaults and other matters set forth pursuant to clauses (ii), (iii) and (iv)\nabove which, individually or in the aggregate, would not reasonably be expected\nto have a Material Adverse Effect.\n\n \n                                                                              23\n\n          (d) Certain Fees.  Neither Xoom nor any of its Subsidiaries nor the\n              ------------                                                   \nofficers, directors or employees thereof  have employed any broker or finder or\nincurred any other Liability for any brokerage fees, commissions or finders'\nfees in connection with the transactions contemplated hereby; except that Xoom\nhas employed Bear, Stearns &amp; Co., Inc. and Hambrecht &amp; Quist, LLC whose fees and\nexpenses will be paid in accordance with Section 10.5 if the transactions\n                                         ------------                    \ncontemplated by this Agreement are consummated and otherwise will be paid by\nXoom.  Xoom has provided NBC a copy of the engagement letter entered into with\nHambrecht &amp; Quist, LLC related to the transactions contemplated hereby.\n\n          (e) Opinion of Financial Advisor.  Xoom has received the opinion of\n              ----------------------------                                   \nBear, Stearns &amp; Co. Inc., as of the date hereof, with respect to the fairness of\nthe transaction contemplated by this Agreement from a financial point of view.\n\n          (f) Capital Stock.  The authorized capital stock of Xoom consists of\n              -------------                                                    \n40,000,000 shares of Xoom Stock and 5 million shares of Xoom Preferred Stock, of\nwhich 17,162,056 shares of Xoom Stock and no shares of Xoom Preferred Stock have\nbeen issued and are outstanding as of the date hereof.  All outstanding shares\nof Xoom Stock are duly authorized, validly issued, fully paid and non-assessable\nand not subject to preemptive rights created by statute, the certificate of\nincorporation or bylaws of Xoom or any agreement to which Xoom is a party or by\nwhich it is bound and have been issued in compliance with federal and state\nsecurities laws.  There are no declared or accrued unpaid dividends with respect\nto any shares of Xoom Stock.  The authorized capital stock of Xenon 2 consists\nof 100 shares of common stock, par value $0.0001 per share, of which 100 shares\nhave been issued and are outstanding and held by Xoom as of the date hereof.\nThe authorized capital stock of Xenon 3 consists of 100 shares of common stock,\npar value $0.0001 per share, of which 100 shares have been issued and are\noutstanding and held by Xenon 2 as of the date hereof.  All of the shares of\ncapital stock of each of the Subsidiaries of Xoom and Xenon 2 are duly\nauthorized and issued, fully paid and nonassessable and are owned by Xoom or\nanother Subsidiary of Xoom free and clear of all Liens.  Except for the capital\nstock of its Subsidiaries, Xoom does not own, directly or indirectly, any\ncapital stock or other ownership interest in any Person.\n\n          (g) Stock Options.  Except for the Xoom ESPP, the Xoom Option Plan\n              -------------                                                 \npursuant to which the Xoom Plan Options were issued, and the Xoom Non-Plan\nOptions (together with the Xoom Plan Options, the \"Xoom Options\"), neither Xoom\n                                                   ------------                \nnor any of its Subsidiaries has ever adopted or maintained any stock option plan\nor other plan providing for equity compensation of any person.  Xoom has\nreserved 3,535,224 shares of Xoom Stock for issuance pursuant to the Xoom ESPP,\nXoom Plan Options and Xoom Non-Plan Options, of which 3,336,157 have been issued\nas of the date hereof, of which 2,043,556 shares remain subject to Xoom Plan\nOptions unexercised as of the date hereof and 981,212 shares remain subject to\nXoom Non-Plan Options unexercised as of the date hereof.  Except pursuant to\nSection 6.8 and as reflected on Schedule 4.2(g) none of the Xoom Options will be\n-----------                     ---------------                                 \naccelerated in any way by the transactions contemplated by this Agreement.  Xoom\nand its Subsidiaries have made available to CNET accurate and complete copies of\nall stock option plans pursuant to which Xoom and its Subsidiaries have granted\nstock options that are currently outstanding, the form of all stock option\nagreements evidencing such options and the applicable vesting schedule for each\n\n \n                                                                              24\n\nsuch option. All shares of Xoom Stock subject to issuance as aforesaid, upon\nissuance on the terms and conditions specified in the instruments pursuant to\nwhich they are issuable, would be duly authorized, validly issued, fully paid\nand non-assessable. Except as set forth in Schedule 4.2(g) or as contemplated by\n                                           ---------------                      \nthis Agreement, there are no commitments or agreements of any character to which\nXoom or any of its Subsidiaries are bound obligating Xoom or any of its\nSubsidiaries to accelerate the vesting of any Xoom Option as a result of this\nAgreement. Schedule 4.2(g) lists each outstanding Xoom Option and identifies\n           --------------                                                   \nwith respect to each such Xoom Option whether it is a Xoom Plan Option or a Xoom\nNon-Plan Option; its exercise price; its grant date; its vesting schedule; and\nwhat portion of such Xoom Option remains outstanding as of the date hereof. Xoom\nand its Subsidiaries shall prepare and deliver to CNET an updated version of\nSchedule 4.2(g) prior to the Effective Time as of a date no earlier than 5 days\n---------------                                                                \nprior to the Effective Time.\n\n          (h) Obligations With Respect to Capital Stock.  Except as set forth in\n              -----------------------------------------                         \nSection  4.2(f) and Section 4.2(g) and on Schedule 4.2(h), there are no equity\n---------------     --------------        ---------------                     \nsecurities, partnership interests or similar ownership interests of any class of\nany equity security of Xoom or any of its Subsidiaries, or any securities\nexchangeable or convertible into or exercisable for such equity securities,\npartnership interests or similar ownership interests, issued, reserved for\nissuance or outstanding. Except as set forth in Schedule 4.2(h) or as set forth\n                                                ---------------                \nin Section 4.2(g) hereof, there are no subscriptions, options, warrants, equity\n   --------------                                                              \nsecurities, partnership interests or similar ownership interests, calls, rights\n(including preemptive rights), commitments or agreements of any character to\nwhich Xoom or any of its Subsidiaries is a party or by which Xoom or any of its\nSubsidiaries is bound obligating Xoom or any of its Subsidiaries to issue,\ndeliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem\nor otherwise acquire, or cause the repurchase, redemption or acquisition of, any\nshares of capital stock, partnership interests or similar ownership interests of\nXoom or any of its Subsidiaries or obligating  Xoom or any of its Subsidiaries\nto grant, extend, accelerate the vesting of or enter into any such subscription,\noption, warrant, equity security, call, right, commitment or agreement.  Except\nas contemplated by this Agreement, there are no registration rights and there is\nno voting trust, proxy, rights plan, antitakeover plan or other agreement or\nunderstanding to which Xoom or any of its Subsidiaries is a party or by which\nthey are bound with respect to any equity security, partnership interest or\nsimilar ownership interest of any class of any equity security of Xoom or any of\nits Subsidiaries.\n\n          (i) SEC Filings, Financial Information, Liabilities.  Xoom has filed\n              -----------------------------------------------                 \nand made publicly available a true and complete copy of each report, schedule,\nregistration statement and definitive proxy statement required to be filed with\nthe SEC since December 9, 1998 (the \"SEC Documents\").  As of their respective\n                                     -------------                           \ndates, the SEC Documents complied in all material respects with the requirements\nof the Securities Act or the Exchange Act, as the case may be, applicable to\nsuch SEC Documents.  None of the SEC Documents when filed contained any untrue\nstatement of a material fact or omitted to state any material fact required to\nbe stated therein or necessary in order to make the statements therein, in light\nof the circumstances under which they were made, not misleading.  The financial\nstatements of Xoom included in the SEC Documents comply as to form in all\nmaterial respect with the applicable accounting requirements and with the\npublished rules and regulations of the SEC with respect thereto, have been\nprepared in accordance with GAAP during the period involved (except as may be\nindicated in the notes \n\n \n                                                                              25\n\nthereto or, in the case of the unaudited statements, as permitted by Form 10-Q\nof the SEC, or for normal year-end adjustments) and fairly present in all\nmaterial respects the consolidated financial position of Xoom and its\nconsolidated Subsidiaries as at the dates thereof and the consolidated results\nof their operations and cash for the periods then ended. Except as set forth in\nthe SEC Documents (including any item accounted for in the financial statements\ncontained in the SEC Documents or set forth in the notes thereto) as of December\n31, 1998, neither Xoom nor any of its Subsidiaries had, and since such date\nneither Xoom or any of its Subsidiaries has incurred, any claims, liabilities or\nobligations of any nature (whether accrued, absolute, contingent or otherwise)\nwhich, individually or in the aggregate, would have a Material Adverse Effect on\nXoom (other than claims, liabilities or obligations contemplated by this\nAgreement or expressly permitted to be incurred pursuant to this Agreement). In\naddition, since December 31, 1998, there has not been any declaration, setting\naside or payment of a dividend or other distribution with respect to Xoom Stock\nor any material change in accounting methods or practices by Xoom or any of its\nSubsidiaries.\n\n          (j) Absence of Certain Changes or Events.  Except as disclosed on\n              ------------------------------------                         \nSchedule 4.2(j) since December 31, 1998, Xoom and each of its Subsidiaries have\n---------------                                                                \nconducted their businesses in all material respects only in the ordinary course,\nconsistent with past practice and there has not been prior to the date hereof,\n(x) any material adverse change in the assets, liabilities, business, results of\noperations or financial condition of Xoom or any of its Subsidiaries or (y)\nexcept in the ordinary course of business consistent with past practice and\nexcept for such matters that would not reasonably be expected to have a Material\nAdverse Effect, any damage, destruction, loss, conversion, condemnation or\ntaking by eminent domain related to any material asset of Xoom and any of its\nSubsidiaries, taken as a whole.  In addition, except as disclosed on Schedule\n                                                                     --------\n4.2(j), from December 31, 1998 to the date hereof, neither Xoom nor any of its\n------                                                                        \nSubsidiaries has (A) acquired or disposed of any material assets or entered into\nany agreement or other arrangement for any such acquisition or disposition or\n(B) relinquished, forgiven or canceled any material debts or claims.\n\n          (k) Properties, Contracts, Permits and Other Data.  Except as\n              ---------------------------------------------            \nspecified in Schedule 4.2(k) hereto, all rights, licenses, leases,\n             ---------------                                      \nregistrations, applications, contracts, commitments and other agreements of Xoom\nand its Subsidiaries are in full force and effect and are valid and enforceable\nin accordance with their respective terms except for such failures to be in full\nforce and effect and valid and enforceable that would not, individually or in\nthe aggregate, have a Material Adverse Effect.  Neither Xoom nor any of its\nSubsidiaries is in breach or default in the performance of any obligation\nthereunder and no event has occurred or has failed to occur whereby any of the\nother parties thereto have been or will be released therefrom or will be\nentitled to refuse to perform thereunder, the enforcement of which would have,\neither individually or in the aggregate, a Material Adverse Effect.  Xoom has\nprovided to CNET complete and accurate copies of its current annual budget and\noperating plan (the \"Xoom Budget\").\n                     -----------   \n\n          (l)  Legal Proceedings.  Except as described in Schedule 4.2(l), there\n               -----------------                          ---------------       \nis no litigation, proceeding or governmental investigation to which Xoom or any\nof its Subsidiaries is a party pending or, to the best Knowledge of Xoom or any\nof its Subsidiaries, threatened against \n\n \n                                                                              26\n\nXoom or any of its Subsidiaries which, either individually or in the aggregate,\nwould reasonably be expected to result in a Material Adverse Effect or which, as\nof May 9, 1999, seeks to restrain or enjoin the consummation of any of the\ntransactions contemplated hereby. Neither Xoom nor any of its Subsidiaries is a\nparty to, nor are any of their respective assets subject to, any judgment, writ,\ndecree, injunction or order entered by any court or governmental authority\n(domestic or foreign) that, individually or in the aggregate, would reasonably\nbe expected to have a Material Adverse Effect.\n\n          (m) Labor Controversies.  Except as set forth on Schedule 4.2(m), (i)\n              -------------------                          ---------------     \nthere have been no labor strikes, slow-downs, work stoppages, lock-outs or other\nmaterial labor controversies or disputes during the past two years, nor is any\nsuch strike, slow-down, work stoppage or other material labor controversy or\ndispute pending or, to the best Knowledge of such party, threatened with respect\nto the current or former employees of Xoom and its Subsidiaries, (ii) neither\nXoom nor any of its Subsidiaries is a party to any labor contract, collective\nbargaining agreement, contract, letter of understanding or, to such party's\nKnowledge, any other agreement, formal or informal with any labor union or\norganization, nor are any of Xoom\"s or any of its Subsidiaries\" employees\nrepresented by any labor union or organization nor have there been any labor\nunion organizing activities at any Xoom or any of its Subsidiaries\" facilities\nwithin the last three years and (iii) neither Xoom nor any of its Subsidiaries\nhas closed any facility, effectuated any layoffs of employees or implemented any\nearly retirement, separation or window program within the past two years nor has\nXoom or any of its Subsidiaries planned or announced any such action or program\nfor the future.\n\n          (n) Intellectual Property.  Xoom or its Subsidiaries own or are\n              ---------------------                                      \nlicensed or otherwise have the right to use, all Intellectual Property currently\nused by Xoom and its Subsidiaries (the \"Xoom Intellectual Property\"), except as\n                                        --------------------------             \nwould not, individually or in the aggregate, have a Material Adverse Effect.\nNeither Xoom nor any of its Subsidiaries has infringed upon or is in conflict\nwith the Intellectual Property of any third party nor has Xoom or any of its\nSubsidiaries received any written notice of any claim that Xoom or any of its\nSubsidiaries has infringed upon or is in conflict with any Intellectual Property\nof any third party, except as would not, individually or in the aggregate, have\na Material Adverse Effect.  Except as set forth on Schedule 4.2(n), none of the\n                                                   ---------------             \nrights of Xoom or any of its Subsidiaries to the Xoom Intellectual Property will\nbe impaired in any way by the transactions provided for herein, and all of the\nrights of Xoom and its Subsidiaries to the Xoom Intellectual Property will be\nfully enforceable by Xenon 2 after the Closing Date to the same extent as such\nrights would have been enforceable by Xoom and its Subsidiaries before the\nClosing, without the consent or agreement of any other party other than any\nconsents and agreements the failure of which to obtain, individually or in the\naggregate, would not have a Material Adverse Effect. There have been no claims\n(whether private or governmental) against Xoom or its Subsidiaries asserting the\ninvalidity or unenforceability of its ownership, license or other right to use\nto any of the registered Xoom Intellectual Property.\n\n          (o) Government Licenses, Permits, Etc.  Except as set forth on\n              ---------------------------------                         \nSchedule 4.2(o), Xoom and its Subsidiaries have all licenses, permits, consents,\n---------------                                                                 \napprovals, authorizations, qualifications and orders of Governmental Authorities\nrequired for the conduct of its Business as \n\n \n                                                                              27\n\npresently conducted, except where failure would not, individually or in the\naggregate, have a Material Adverse Effect.\n\n          (p) Conduct of Business in Compliance with Regulatory and Contractual\n              -----------------------------------------------------------------\nRequirements.  Xoom and its Subsidiaries have complied with all applicable laws,\n------------                                                                    \nordinances, regulations or orders or other requirements of any Governmental\nAuthority, including, without limitation, all rules, regulations and\nadministrative orders relating to anti-competitive practices, discrimination,\nemployment, health and safety, except where the failure to be in such compliance\nwould not have, either individually or in the aggregate, a Material Adverse\nEffect.\n\n          (q) Employee Benefit Matters.  (i)  Schedule 4.2(q)(i) contains a true\n              ------------------------        ------------------                \nand complete list of each \"employee benefit plan\" (within the meaning of section\n3(3) of ERISA), and all stock purchase, stock option, severance, employment,\nchange-in-control, fringe benefit, collective bargaining, bonus, incentive,\ndeferred compensation and other employee benefit plans, agreements, programs,\npolicies or other arrangements, whether or not subject to ERISA (including any\nfunding mechanism therefor now in effect or required in the future as a result\nof the transaction contemplated by this Agreement or otherwise), whether formal\nor informal, oral or written, legally binding or not, under which any employee\nor former employee of Xoom or its Subsidiaries has any present or future right\nto benefits and under which Xoom or its Subsidiaries has any present or future\nliability.  All such plans, agreements, programs, policies and arrangements\nshall be collectively referred to as the \"Xoom Plans\".\n                                          ----------  \n\n          (ii)   With respect to each Xoom Plan, Xoom and its Subsidiaries have\nmade available to CNET a current, accurate and complete copy (or, to the extent\nno such copy exists, an accurate description) thereof and, to the extent\napplicable: (A) any related trust agreement or other funding instrument; (B) the\nmost recent determination letter, if applicable; (C) any summary plan\ndescription and other written communications (or a description of any oral\ncommunications) by Xoom or its Subsidiaries to their employees concerning the\nextent of the benefits provided under a Xoom Plan; and (D) for the most recent\ntwo years (I) the Form 5500 and attached schedules and (II) audited financial\nstatements.\n\n          (iii)   (A) Except as set forth on Schedule 4.2(q)(iii), each Xoom\n                                             --------------------           \nPlan has been established and administered in accordance with its terms, and in\ncompliance with the applicable provisions of ERISA, the Code and other\napplicable laws, rules and regulations; (B) each Xoom Plan which is intended to\nbe qualified within the meaning of Code section 401(a) is so qualified and has\nreceived a favorable determination letter as to its qualification (or\nestablished using a prototype plan form which has received such a letter), and\nnothing has occurred, whether by action or failure to act, that could reasonably\nbe expected to cause the loss of such qualification; (C) for each Xoom Plan with\nrespect to which a Form 5500 has been filed, no material change has occurred\nwith respect to the matters covered by the most recent Form since the date\nthereof; (D) no nonexempt \"prohibited transaction\" (as such term is defined in\nERISA section 406 and Code section 4975) with respect to any Xoom Plan; and (E)\nno Xoom Plan provides retiree welfare benefits and neither Xoom nor any of its\nSubsidiaries have any obligations to provide any retiree welfare benefits except\nas provided under Section 4980B of the Code.\n\n \n                                                                              28\n\n          (iv)   No Xoom Plan is subject to Title IV of ERISA (including a\nmultiemployer plan within the meaning of Section 3(37) of ERISA), no Xoom Plan\nis a multiple employer plan; and no Xoom Plan is subject to the minimum funding\nrequirements of ERISA Section 302 or Code Section 412.\n\n          (v)   Neither Xoom nor any of its Subsidiaries nor any Member of the\nControlled Group of which it is a member has (A) engaged in, or is a successor\nor parent corporation to an entity that has engaged in, a transaction described\nin Sections 4069 or 4212(c) of ERISA or (B) incurred, or could reasonably be\nexpected to incur, any liability under (I) Title IV of ERISA arising in\nconnection with the termination of, or a complete or partial withdrawal from,\nany plan covered or previously covered by Title IV of ERISA or (II) Section 4971\nof the Code that in either case could become a liability of  Xoom or CNET or any\nof their respective Subsidiaries after the Closing Date.  The assets of Xoom and\nall of its Subsidiaries are not now, nor will they after the passage of time be,\nsubject to any lien imposed under Code Section 412(n) by reason of a failure of\nany of  any Subsidiary or any Member of the Controlled Group of which it is a\nmember to make timely installments or other payments required under Code Section\n412.\n\n          (vi)   With respect to any Xoom Plan, (A) no actions, suits or claims\n(other than routine claims for benefits in the ordinary course) are pending or,\nto the Knowledge of Xoom and its Subsidiaries, threatened and (B) no facts or\ncircumstances exist that could reasonably be expected to give rise to any such\nactions, suits or claims.\n\n          (vii)  Except as provided on Schedule 4.2(q)(vii), no Xoom Plan\n                                       --------------------              \nexists that could result in the payment to any present or former employee of\nXoom or its Subsidiaries of any money or other property or accelerate or provide\nany other rights or benefits to any present or former employee of Xoom or its\nSubsidiaries as a result of the transaction contemplated by this Agreement,\nwhether or not such payment would constitute a parachute payment within the\nmeaning of Code Section 280G.\n\n          (r) Absence of Certain Business Practices.  Neither Xoom nor any of\n              -------------------------------------                          \nits Subsidiaries, nor any officer, employee or agent thereof, nor any other\nPerson acting on behalf of such Persons, has, directly or indirectly, within the\npast five years given or agreed to give any gift or similar benefit to any\ncustomer, supplier, governmental employee or other Person or entity who is or\nmay be in a position to help or hinder Xoom or its Subsidiaries (or assist Xoom\nor its Subsidiaries in connection with any actual or proposed transaction) which\n(x) subjects any party or any of its Subsidiaries, to any damage or penalty in\nany civil, criminal or governmental litigation or proceeding, (y) if not given\nin the past, could have had a Material Adverse Effect or (z) if not continued in\nthe future, could have a Material Adverse Effect or which might subject any\nparty or Xenon 2 or any of their respective Subsidiaries to suit or penalty in\nany private or governmental litigation or proceeding.\n\n          (s) Tax Matters.  Except as set forth in Schedule 4.2(s), (i)  Xoom\n              -----------                          ---------------           \nand each of its Subsidiaries have timely filed (or have had timely filed on\ntheir behalf) or will timely file or cause to be timely filed, all Tax Returns\nrequired by applicable law to be filed by any of them prior to the Effective\nTime.  All such Tax Returns are or will be true, complete and correct in all\n\n \n                                                                              29\n\nmaterial respects.  There are no outstanding agreements or waivers extending the\nstatutory period of limitation applicable to any of such Tax Returns and neither\nXoom nor any of its Subsidiaries has requested any extension of time within\nwhich to file any material Tax Return, which return has not yet been filed.\nThere is no pending claim by any tax authority of a jurisdiction where Xoom or\nany of its Subsidiaries has not filed Tax Returns that Xoom or such Subsidiary\nis or may have been subject to taxation by that jurisdiction.  All Taxes\nrequired to be withheld by Xoom or its Affiliates with respect to their\nactivities, properties, employees or independent contractors have been withheld\nand paid over to the appropriate Tax Authority.\n\n          (ii) Xoom and each of its Subsidiaries have paid (or have had paid on\ntheir behalf), or where payment is not yet due, have established (or have had\nestablished on their behalf and for their sole benefit and recourse), or will\nestablish or cause to be established on or before the Effective Time, an\nadequate accrual for the payment of, all Taxes due with respect to any period\nbeginning prior to the Effective Time.  No deficiency or adjustment for any\nTaxes has been threatened, proposed, asserted or assessed against Xoom or any of\nits Subsidiaries.  There are no liens for Taxes upon the assets of Xoom or any\nof its Subsidiaries, except for liens for current Taxes not yet due.\n\n          (iii)  Neither Xoom nor any of its Subsidiaries is required to include\nin income any adjustment pursuant to Section 481(a) of the Code or any similar\napplicable provision by reason of a voluntary change in accounting method\ninitiated by Xoom or any of its Subsidiaries, and neither the Internal Revenue\nService nor any taxing authority has proposed in writing any such adjustment or\nchange in accounting method.  Neither Xoom nor any of its Subsidiaries has\nreceived a tax ruling or entered into a closing agreement with any taxing\nauthority that would have a continuing Material Adverse Effect upon Xoom or any\nof its Subsidiaries.\n\n          (iv) Neither Xoom nor any of its Subsidiaries has made any payments,\nis obligated to make any payments, or is a party to any agreement that could\nobligate it to make any payments that would not be deductible pursuant to\nSection 280G of the Code.\n\n          (v) Neither Xoom nor any of its Subsidiaries has a \"permanent\nestablishment,\" as defined in any applicable Tax treaty or convention of the\nUnited States of America, or fixed place of business in any foreign country.\nXoom and its Affiliates are in compliance with the terms and conditions of any\napplicable tax exemptions, agreements or orders of any foreign government to\nwhich it may be subject or which it may have claimed, and the transactions\ncontemplated by this Agreement will not have any adverse effect on such\ncompliance.\n          (vi) Neither Xoom nor any Subsidiary is a party to any safe harbor\nlease within the meaning of Section 168(f)(8) of the Code, as in effect prior to\namendment by the Tax Equity and Fiscal Responsibility Act of 1982.  Xoom and its\nSubsidiaries are not a party to any joint venture, partnership, or other\nagreement, contract, or arrangement (either in writing or verbally, formally or\ninformally) which could be treated as partnership for federal income tax\npurposes.\n\n \n                                                                              30\n\n          (vii)  Neither Xoom nor any of its Subsidiaries is or has been bound\nby any tax sharing or tax allocation agreement, and it has no contractual\nobligation to indemnify any other person with respect to Taxes.\n\n          (t) Section 203.  The Board of Directors of Xoom and each of its\n              -----------                                                 \nSubsidiaries has taken appropriate action so that the provisions of Section 203\nof the DGCL restricting \"business combinations\" with \"interested stockholders\"\n(each as defined in such Section 203) will not, prior to the termination of this\nAgreement pursuant to Article IX hereof, apply to CNET or SNAP or any of their\n                      ----------                                              \nAffiliates with respect to this Agreement, the NMC Merger Agreement, the Voting\nAgreement, the Option Agreement or any of the Implementing Agreements or any of\nthe transactions contemplated hereby or thereby.\n\n          (u) Year 2000 Compliance.  Except as set forth in Schedule 4.2(v),\n              --------------------                          --------------- \nXoom, and each of its Subsidiaries has adopted and implemented a commercially\nreasonable plan to provide (x) that the change of the year from 1999 to the year\n2000 will not have a Material Adverse Effect and (y) that the impacts of such\nchange on the venders and customers of Xoom and each of its Subsidiaries will\nnot have a Material Adverse Effect.  In the reasonable best estimate of Xoom and\neach of its Subsidiaries, no expenditures materially in excess of currently\nbudgeted items previously disclosed to CNET will be required in order to cause\nthe information and business systems of Xoom and each of its Subsidiaries to\noperate properly following the change of the year 1999 to the year 2000.  Xoom\nand each of its Subsidiaries reasonably expects any material issues related to\nsuch change of the year will be resolved in accordance with the timetable set\nforth in such plan (and in any event on a timely basis in order to be resolved\nbefore the year 2000).  Between the date of this Agreement and the Effective\nTime, Xoom and each of its Subsidiaries shall continue to use commercially\nreasonable efforts to implement such plan.\n\n          (v) No Business Activities.  Neither Xenon 2 nor Xenon 3 has conducted\n              ----------------------                                            \nany activities other than in connection with their organization, the negotiation\nand execution of this Agreement and the NMC Merger Agreement and the\nconsummation of the transactions contemplated hereby and thereby.\n\n     4.3   Representations and Warranties with respect to CNET. CNET represents\n           --------------------------------------------------- \nand warrants to Xoom as follows:\n\n          (a) Due Organization, Power and Good Standing.  CNET is duly\n              -----------------------------------------               \norganized, validly existing and in good standing under the laws of its\njurisdiction of organization, and has the requisite power and authority to own,\nlease and operate its properties and to conduct its business as now conducted by\nit.  CNET has all requisite power and authority to enter into this Agreement and\nthe Implementing Agreements to which it is a party and to perform its\nobligations hereunder and thereunder.  CNET is qualified to do business and is\nin good standing in all jurisdictions in which it conducts its business, except\nwhere the failure to do so would not, individually or in the aggregate, taken as\na whole, have a Material Adverse Effect.\n\n          (b) Authorization and Validity of Agreement.  The execution, delivery\n              ---------------------------------------                          \nand performance by CNET of this Agreement and the Implementing Agreements to\nwhich it is a \n\n \n                                                                              31\n\nparty and the consummation by CNET of the transactions contemplated hereby and\nthereby have been duly authorized by all necessary corporate action on the part\nof CNET. No vote of the holders of any class or series of CNET\"s securities is\nnecessary to approve this Agreement and the transactions contemplated hereby.\nThis Agreement has been, and each of the other Implementing Agreements to which\nCNET is a party will on the Closing Date be, duly executed and delivered by CNET\nand constitutes or, in the case of the Implementing Agreements, upon execution\nthereof will constitute, a valid and legally binding obligation of CNET\nenforceable against it in accordance with its terms.\n\n          (c) Governmental Approvals; Consents.  Except for the consent of NBC\n              --------------------------------                                \nunder the SNAP LLC Agreement and except as described in Schedule 4.3(c), the\n                                                        ---------------     \nexecution, delivery and performance of this Agreement and the Implementing\nAgreements to which it is a party by CNET and the consummation by it of the\ntransactions contemplated hereby and thereby will not (i) conflict with or\nresult in a breach of any provision of the certificate of incorporation or\nbylaws of CNET; (ii) require any consent, approval, authorization or permit of,\nor filing with or notification to, any Governmental Authority; (iii) require the\nconsent or approval of any Person (other than a Governmental Authority) or\nviolate or conflict with, or result in a breach of any provision of, constitute\na default (or an event which with notice or lapse of time or both would become a\ndefault) or give to any third party any right of termination, cancellation,\namendment or acceleration under, any of the terms, conditions or provisions of\nany contract or license to which CNET is a party or by which it or its assets or\nproperty are bound; or (iv) violate or conflict with any order, writ,\ninjunction, decree, statute, rule or regulation applicable to CNET; other than\nany consents, approvals, authorizations and permits the failure of which to\nobtain and any violations, conflicts, breaches defaults and other matters set\nforth pursuant to clauses (ii), (iii) and (iv) above which, individually or in\nthe aggregate, would not reasonably be expected to have a Material Adverse\nEffect.\n\n          (d) Certain Fees.  Neither CNET or any of its Subsidiaries nor the\n              ------------                                                  \nofficers, directors or employees, thereof  have employed any broker or finder or\nincurred any other Liability for any brokerage fees, commissions or finders'\nfees in connection with the transactions contemplated hereby; except that CNET\nhas employed and will pay all fees and expenses of Morgan Stanley &amp; Co.\nIncorporated incurred on its behalf.\n\n          (e) Title to Properties; Absence of Liens.  CNET has, and at the\n              -------------------------------------                       \nClosing Xenon 2 will acquire, good title to all of the SNAP Units held by CNET\n(which represent approximately 81% of the outstanding SNAP Units as of the date\nhereof), free and clear of all Liens (other than Liens created, imposed or\ngranted by Xenon 2 and as set forth in the SNAP LLC Agreement).\n\n          (f) Accredited Investor.  CNET is an \"accredited investor\" within the\n              -------------------                                              \nmeaning of Rule 501 of Regulation D under the Securities Act.  CNET (i) is\npurchasing the Class A Common Stock for investment for its own account and not\nwith a view to, or for sale in connection with, any distribution thereof, in\nviolation of the Securities Act; (ii) has had an opportunity to ask questions of\nthe officers and directors of, and has had access to information concerning,\nXenon 2 and its Subsidiaries; (iii) has knowledge, sophistication and experience\nin \n\n \n                                                                              32\n\nbusiness and financial matters and risks of such investment; (iv) is able to\nbear the economic risk of such investment; and (v) is able to afford a complete\nloss of such investment.\n\n          (g) Legal Proceedings.  Except as described in CNET\"s periodic reports\n              -----------------                                                 \nand other filings with the SEC, there is no litigation, proceeding or\ngovernmental investigation to which CNET or its Subsidiaries is a party pending\nor, to the best Knowledge of CNET, threatened against it or its Subsidiaries\nwhich, either individually or in the aggregate, would reasonably be expected to\nresult in a Material Adverse Effect or which, as of May 9, 1999, seeks to\nrestrain or enjoin the consummation of any of the transactions contemplated\nhereby.  CNET is not a party to nor are its assets subject to any judgment,\nwrit, decree, injunction or order entered by any court or governmental authority\n(domestic or foreign) that, individually or in the aggregate, would reasonably\nbe expected to have a Material Adverse Effect.\n\n     4.4   Survival of Representations and Warranties. None of the\n           ------------------------------------------\nrepresentations and warranties given by the parties in Article IV and in the\n                                                       ----------\ncertificates delivered pursuant to Article VII shall\n------------      \nsurvive the Closing.\n\n     4.5   No Other Representation or and Warranties.  Except for the \n           -----------------------------------------\nrepresentations and warranties set forth in this Article IV, the parties hereto\n                                                 ----------\nmake no other representations or warranties, express or implied.\n\n\n                                 ARTICLE V\n \n                  CONDUCT OF BUSINESS PRIOR TO EFFECTIVE TIME\n                  -------------------------------------------\n\n     5.1   Conduct of the Business of Xoom Pending the Closing. Xoom agrees that\n           ----------------------------------------------------\nexcept with the prior written consent of CNET (provided that if NBC has\n                                               --------\nconsented to any Xoom action under the NMC Merger Agreement, Xoom shall not be\nrequired to get CNET\"s consent under this Agreement to take the same action) and\nexcept as may be expressly permitted by this Agreement or as set forth on\nSchedule 5.1, prior to the Closing, it shall, and shall cause, its Subsidiaries\n------------                                                  \nto operate their businesses only in the usual, regular and ordinary manner, on a\nbasis consistent with past practice and, to the extent consistent with such\noperation, use its reasonable efforts to preserve its present business\norganization intact, keep available the services of its present employees,\npreserve its present business relationships (consistent with past practice) and\nmaintain all rights, privileges and franchises in the normal conduct of Xoom\"s\nbusinesses. Without limitation of the foregoing, from the date hereof until the\nEffective Time, except as expressly permitted by this Agreement or as set forth\non Schedule 5.1, Xoom shall not:\n   ------------                 \n\n          (a)   amend its certificate of incorporation or bylaws;\n\n          (b)   issue, purchase or redeem, or authorize or propose the issuance,\npurchase or redemption of, or declare or pay any dividend with respect to, any\nshares of capital stock of Xoom or any class of securities convertible into, or\nrights, warrants or options to acquire, any \n\n \n                                                                              33\n\nsuch shares of other convertible securities other than (i) issuances of Xoom\nStock pursuant to Xoom Options outstanding on the date hereof, the Option\nAgreement or the obligations to issue Xoom Stock set forth on Schedule 4.2(h)\n                                                              ---------------\nand (ii)(x) Xoom Options with an exercise price of not less than the fair market\nvalue on the date of grant and vesting over not less than 2 years, to be issued\nto employees currently holding Xoom Plan Options exercisable in the aggregate\nfor not more than that number of shares of Xoom Stock that equals 15% of the\nshares of Xoom Stock for which Xoom Plan Options will remain unvested and\nnonexercisable after giving effect to the acceleration of vesting described in\nSection 6.8 of the NMC Merger Agreement; and (y) Xoom Options with an exercise\n-----------                             \nprice of not less than 85% of the fair market value on the date of grant, and\nvesting over not less than 3 years, to be issued to employees currently holding\nXoom Non-Plan Options exercisable in the aggregate for not more than the lesser\nof (i) that number of shares of Xoom that equals two times the number of shares\nof Xoom for which Xoom Non-Plan Options will remain unvested and nonexercisable\nand terminate after giving effect to the acceleration of vesting described in\nSection 6.8 of the NMC Merger Agreement or (ii) 150,000 shares of Xoom.\n-----------                               \n\n          (c) adopt any stockholders rights plan or take any other action which\nwould restrict or impede the ability of CNET to acquire any shares of Xoom Stock\nto the extent permitted by the terms hereof;\n\n          (d) acquire any business or any assets (other than inventory and any\nother assets acquired solely for use in an existing business in the ordinary\ncourse consistent with past practice of such business) or acquire of any\nminority investment in any Person, except for any acquisitions for consideration\nnot in excess of $10,000,000 individually or $25,000,000 in the aggregate taken\ntogether with all such acquisitions.\n\n          (e) dispose of any business or any assets (other than inventory and\nany other assets acquired solely for use in an existing business in the ordinary\ncourse consistent with past practice of such business) or dispose of any\nminority investment in any Person, except for any dispositions having a fair\nmarket value not in excess of $10,000,000 individually or $25,000,000 in the\naggregate taken together with all such dispositions;\n\n          (f) except as otherwise permitted by this Section 5.1, make any\n                                                    -----------          \nexpenditures other than in the ordinary course of business and in any event not\nin excess of the aggregate budgeted expenditures provided in the Xoom Budget;\n\n          (g)   except as otherwise permitted by Section 5.1(d), enter into any\n                                                 --------------                \ntransaction involving a cash expenditure other than in the ordinary course of\nbusiness consistent with past practice;\n\n          (h)   except as otherwise permitted by this Section 5.1, enter into\n                                                      -----------            \nany transaction involving the incurrence of indebtedness other than in the\nordinary course of business consistent with past practice;\n\n \n                                                                              34\n\n          (i) enter into any transaction involving the merger, consolidation or\nsale of all or substantially all of the assets of Xoom;\n\n          (j) file any voluntary petition for bankruptcy or receivership of\nXoom or fail to oppose any other person\"s petition for bankruptcy or action to\nappoint a receiver of Xoom;\n\n          (k) except as required by applicable law, as contemplated by this\nAgreement or the NMC Merger Agreement or to the extent required under existing\nemployee benefit plans, agreements or arrangements as in effect on the date of\nthis Agreement, (A) increase the compensation or fringe benefits of any present\nor former director, officer or employee of Xoom or its Subsidiaries, except for\nincreases, in the ordinary course of business, in salary or wages of employees\nwho are not officers, (B) except in the ordinary course of business grant any\nseverance or termination pay to any present or former director, officer or\nemployee of Xoom or its Subsidiaries or (C) enter into or amend or terminate any\ncollective bargaining, bonus, profit sharing, thrift, compensation, pension,\nretirement, deferred compensation, employment, termination, severance or other\nplan, agreement, trust, fund, policy or arrangement for the benefit of any\npresent or former director, officer or employee of Xoom or its Subsidiaries;\n\n          (l) allow any payables or other obligations to become delinquent,\nexcept where the amount or validity of such payables or obligations is currently\nbeing contested in good faith by appropriate proceedings and reserves in\nconformity with GAAP with respect thereto have been recorded, or change or\nmodify the usual, regular and ordinary manner of collecting receivables from\npast practice;\n\n          (m) except with respect to transactions permitted by this Section\n                                                                    -------\n5.1(d) or Section 5.1(e), enter into any contract, agreement, joint venture or\n------    --------------                                                      \nother commitment that is not terminable in Xoom\"s sole discretion on or prior to\none year from the date hereof without payment of any termination fee or\npenalty;\n\n          (n) settle any claim, action or proceeding involving money damages in\nexcess of $50,000 in the aggregate or that could result in any injunction or\nprohibition on any part of the business of Xoom; or\n\n          (o) authorize any of, or commit or agree to take any of, the foregoing\nactions.\n\n     5.2   Conduct of the Business of SNAP Pending the Closing . SNAP agrees\n           ---------------------------------------------------\nthat except with the prior written consent of Xoom, and except as may be\nexpressly permitted or contemplated by this Agreement or as set forth on\nSchedule 5.2, prior to the Closing it shall, and shall cause its\n------------                                                    \nsubsidiary to operate their businesses only in the usual, regular and ordinary\nmanner, on a basis consistent with past practice and, to the extent consistent\nwith such operation, use its reasonable efforts to preserve its present business\norganization intact, keep available the services of its present employees,\npreserve its present business relationships and maintain all rights, privileges\nand franchises necessary or desirable in the normal conduct of SNAP\"s\nbusinesses.  Without limiting the generality of the foregoing, from the date\nhereof until the \n\n \n                                                                              35\n\nClosing, except as expressly permitted or contemplated by this Agreement or as\nset forth on Schedule 5.2, SNAP shall not:\n             ------------                 \n\n          (a)   amend the SNAP LLC Agreement;\n\n          (b)   issue, purchase or redeem, or authorize or propose the issuance,\npurchase or redemption of, or make any distribution with respect to, any equity\ninterests of SNAP or any class of securities convertible into, or rights,\nwarrants or options to acquire, any such equity interests or other convertible\nsecurities other than (i) pursuant to employee options outstanding on the date\nhereof or (ii) SNAP Options with an exercise price of not less than the fair\nmarket value on the date of grant to be issued to employees exercisable in the\naggregate for not more than 195,132 units of SNAP;\n\n          (c)  acquire any business or any assets (other than inventory and any\nother assets acquired solely for use in an existing business in the ordinary\ncourse consistent with past practice of such business) or acquire any minority\ninvestment in any Person, except for any acquisitions for consideration not in\nexcess of $10,000,000 individually or $25,000,000 in the aggregate taken\ntogether with all such acquisitions;\n\n          (d)  dispose of any business or any assets (other than inventory and\nany other assets acquired solely for use in an existing business in the ordinary\ncourse consistent with past practice of such business) or dispose of any\nminority investment in any Person, except for any dispositions having a fair\nmarket value not in excess of $10,000,000 individually or $25,000,000 in the\naggregate taken together with all such dispositions;\n\n          (e) except as otherwise permitted by this Section 5.2, make any\n                                                    -----------          \nexpenditures other than in the ordinary course of business and in any event not\nin excess of the aggregate budgeted expenditures provided in the SNAP Budget;\n\n          (f)   except as otherwise permitted by Section 5.2(c), enter into any\n                                                 --------------                \ntransaction involving a cash expenditure by SNAP other than in the ordinary\ncourse of business consistent with past practice;\n\n          (g)   except as otherwise permitted by this Section 5.2, enter into\n                                                      -----------            \nany transaction involving the incurrence of indebtedness by SNAP other than in\nthe ordinary course of business consistent with past practice;\n\n          (h)   file any voluntary petition for bankruptcy or receivership of\nSNAP or fail to oppose any other person\"s petition for bankruptcy or action to\nappoint a receiver of SNAP;\n\n          (i) except with respect to transactions permitted by this Section\n                                                                    -------\n5.2(c) and Section 5.2(d), enter into any contract, agreement, joint venture or\n------     --------------                                                      \nother commitment that is not terminable in SNAP\"s sole discretion on or prior to\none year from the date hereof without payment of any termination fee or penalty;\n\n \n                                                                              36\n\n          (j) except as required by applicable law, as contemplated in this\nAgreement or the NMC Merger Agreement or to the extent required under existing\nemployee benefit plans, agreements or arrangements as in effect on the date of\nthis Agreement, (A) increase the compensation or fringe benefits of any employee\nof SNAP, except for increases, in the ordinary course of business, in salary or\nwages of employees who are not officers, (B) except in the ordinary course of\nbusiness grant any severance or termination pay to any employee of SNAP, (C)\nhire, except in the ordinary course of business, any new employees or\nconsultants, or (D) enter into or amend or terminate any collective bargaining,\nbonus, profit sharing, thrift, compensation, pension, retirement, deferred\ncompensation, employment, termination, severance or other plan, agreement,\ntrust, fund, policy or arrangement for the benefit of any employee of SNAP;\n\n          (k) allow any payables or other obligations to become delinquent,\nexcept where the amount or validity of such payables or obligations is currently\nbeing contested in good faith by appropriate proceedings and reserves in\nconformity with GAAP with respect thereto have been recorded, or change or\nmodify the usual, regular and ordinary manner of collecting receivables from\npast practice;\n\n          (l) except as otherwise permitted by Section 5.2(d), dispose of or\n                                               --------------               \nabandon outside the ordinary course of business any assets of SNAP that are\nmaterial, individually or in the aggregate, to SNAP and not transfer any rights\nof material value of SNAP;\n\n          (m) permit or allow any of the material assets of SNAP to become\nsubject to any Liens, except for Permitted Liens or waive any material claims or\nrights of SNAP;\n\n          (n) except as otherwise permitted by Section 5.2(c), acquire or agree\n                                               --------------                  \nto acquire outside the ordinary course of business any assets that are material,\nindividually or in the aggregate, to SNAP;\n\n\n          (o) enter into any transaction involving the merger, consolidation or\nsale of all or substantially all of the assets of SNAP;\n\n\n\n          (p) settle any claim, action or proceeding involving money damages in\nexcess of $50,000 in the aggregate or that could result in any injunction or\nprohibition on any part of the business of SNAP; or\n\n          (q) authorize any of, or commit or agree to take any of, the foregoing\nactions.\n\n     5.3   Access to Information. From the date hereof to the Closing Date, each\n           --------------------- \nof Xoom and CNET and their respective Subsidiaries shall use reasonable efforts\nto afford the officers, employees, auditors and other agents of CNET and Xoom\nreasonable access during normal business hours to the officers, employees,\nproperties, offices, plants and other facilities of (i) SNAP, in the case of\nCNET and (ii) Xoom and its Subsidiaries, in the case of Xoom, and to the\ncontracts, commitments, books, records and Tax Returns relating thereto, and\nshall use reasonable efforts to furnish such Persons all such documents and such\nfinancial, operating and\n\n \n                                                                              37\n\nother data and information regarding such businesses and Persons that are in the\npossession of such Person as CNET or Xoom, as applicable, through their\nrespective officers, employees or agents may from time to time reasonably\nrequest. All such information, as well as any information provided prior to the\ndate hereof, shall be used only for the purposes of the transactions\ncontemplated hereby and, unless required by subpoena or otherwise required by\nlaw, the parties agree not to disclose to any third party (other than their\nrespective professional advisors) any portion of the information so provided\nwhich constitutes confidential information (i.e., information that is not\notherwise publicly available). The confidential information shall not, without\nthe other parties\" prior written consent, be disclosed to third parties. The\nparties will disclose the information internally only to persons who require\nknowledge thereof for the purposes of the transactions contemplated hereby.\n\n     5.4   Non-Solicitation of Employees . The parties hereto agree that\n           -----------------------------\nbeginning on the date hereof and continuing until one year after the Effective\nTime, no party shall, directly or indirectly, solicit for employment any person\nwho is now employed by any of the other parties in an executive position,\ntechnical position or is otherwise considered a key employee; provided, however,\n                                                              --------  ------- \nthat a party shall not be precluded from hiring any such employee who (i)\ninitiates discussions regarding such employment without any direct or indirect\nsolicitation by such party, (ii) responds to any general public advertisement\nplaced by such party or (iii) has been terminated by the other party prior to\ncommencement of employment discussions between such party and the employee.\n\n     5.5   Amendments to Schedules . If no later than five business days prior\n           -----------------------\nto the Closing Date, Xoom, SNAP or CNET becomes aware of any fact or\ncircumstance (whether or not it existed prior to the date hereof) which would\nmake any representation, warranty, covenant or agreement of such party untrue,\nthen such party shall be permitted to amend any Schedule to this Agreement so as\nto identify such fact or circumstance to the extent necessary to make such\nrepresentation, warranty, covenant or agreement true and correct; provided that\n                                                                  --------     \nif any such amendment, individually or in the aggregate with all such other\namendments, discloses facts and circumstances that constitute a Material Adverse\nEffect, then notwithstanding anything to the contrary in this Agreement, the\nother party (which shall be Xoom in the case of amendments by SNAP or CNET and\nshall be CNET in the case of amendments by Xoom) shall have the right to\nterminate this Agreement. Notwithstanding the foregoing, any change to a\nSchedule that refers solely to an item previously disclosed in the SEC Documents\nshall not be deemed to have a Material Adverse Effect on Xoom if such reference\nis to a specific section of a specific SEC Document.\n\n\n                                 ARTICLE VI\n \n                               OTHER AGREEMENTS\n                               ----------------\n\n     6.1   Registration Statement; Preparation of Proxy Statement.\n           -------------------------------------------------------\n(a)   As soon as practicable after the execution of this Agreement, Xoom\nshall prepare and cause to be filed with \n\n \n                                                                              38\n\nthe SEC preliminary proxy materials (the \"Proxy Statement\") for the solicitation\n                                          ---------------       \nof approval by the stockholders of Xoom of this Agreement, the Merger and the\nother transactions contemplated hereby and pursuant to the Implementing\nAgreements as may reasonably require approval of Xoom\"s stockholders. Xoom shall\ncause Xenon 2 to prepare and cause to be filed with the SEC a registration\nstatement on Form S-4 (the \"Form S-4\"), in which the Proxy Statement will be\n                            --------   \nincluded as a prospectus, with respect to those shares of Class A Common Stock\nissuable pursuant to the transactions contemplated hereby. Xoom shall cause the\nForm S-4 and the Proxy Statement related thereto to comply with applicable law\nand the rules and regulations promulgated by the SEC, to respond promptly to any\ncomments of the SEC or its staff and to have such registration statement\ndeclared effective under the Securities Act as promptly as practicable after it\nis filed with the SEC and Xoom shall use its best efforts to cause the proxy\nstatement to be mailed to Xoom\"s stockholders as promptly as practicable after\nthe registration statement is declared effective under the Securities Act. Each\nof the parties hereto shall promptly furnish to the other party all information\nconcerning itself, its stockholders and its Affiliates that may be required or\nreasonably requested in connection with any action contemplated by this Section\n                                                                        -------\n6.1. If any event relating to any party occurs, or if any party becomes aware of\n---\nany information, that should be disclosed in an amendment or supplement to the\nForm S-4 or the Proxy Statement, then such party shall inform the other thereof\nand shall cooperate with each other in filing such amendment or supplement with\nthe SEC and, if appropriate, in mailing such amendment or supplement to the\nstockholders of Xoom. The Proxy Statement shall include the recommendation of\nthe Board of Directors of Xoom in favor of the adoption of this Agreement and\nthe approval of the transactions contemplated hereby.\n\n          (b) Prior to the Effective Time, Xoom shall cause Xenon 2 to use\nreasonable efforts to obtain all regulatory approvals needed to ensure that the\nClass A Common Stock to be issued in connection with the transactions\ncontemplated hereby: (i) will be registered or qualified under the \"blue sky\"\nlaws of every jurisdiction of the United States in which any registered holder\nof the outstanding Xoom Stock who is receiving registered shares of Class A\nCommon Stock has an address of record or be exempt from such registration; and\n(ii) will be approved for quotation at the Effective Time on Nasdaq.\n\n          (c) Each of Xoom, and CNET agrees with respect to the information to\nbe supplied by such party that: (i)  none of the information to be supplied by\nsuch party or its Affiliates for inclusion in the Form S-4 will, at the time the\nForm S-4 becomes effective under the Securities Act, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they are made, not misleading; (ii) none of the\ninformation to be supplied by such party or its Affiliates for inclusion in the\nProxy Statement will, at the time the Proxy Statement is mailed to the\nstockholders of Xoom or as of the Effective Time, contain any untrue statement\nof a material fact or omit to state any material fact required to be stated\ntherein or necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading; and (iii) as to\nmatters respecting such party, the Proxy Statement and the Form S-4 will comply\nas to form in all material respects with the provisions of the Securities Act\nand the Exchange Act, as applicable, and the rules and regulations promulgated\nby the SEC thereunder.\n\n \n                                                                              39\n\n     6.2   Stockholder Meeting . Xoom shall promptly after the date hereof take\n           -------------------\nall action necessary in accordance with applicable law and its certificate of\nincorporation and bylaws to duly call, hold and convene a meeting of Xoom\"s\nstockholders (the \"Stockholder Meeting\"). Except as required by the SEC or\n                   --------------------             \napplicable court order, Xoom shall not postpone or adjourn (other than for the\nabsence of a quorum) the Stockholder Meeting without the consent of CNET and\nSNAP. Neither CNET nor Xoom shall in any way challenge the validity,\nenforceability or effectiveness of the voting agreements or proxies entered into\nby certain stockholders of Xoom in connection with the Merger and the\ntransactions contemplated hereby. Xoom shall take all other action necessary or\nadvisable to secure the Stockholder Approval, subject to its right to terminate\nthe Agreement under Section 9.1(f ). Xenon 2 shall, through its Board of\n                    ---------------       \nDirectors, recommend to its stockholders the approval and adoption of this\nAgreement, the Merger and the other transactions contemplated hereby, unless\nprior to obtaining the Xoom Stockholder Approval its Board of Directors\ndetermines in good faith based on the advice of outside legal counsel that the\nwithdrawal or modification, in a manner adverse to CNET, of its approval and\nadoption of this Agreement is required in order to comply with its fiduciary\nduties under applicable law and Xenon 2 simultaneously terminates this Agreement\npursuant to Section 9.1(f).\n            -------------- \n\n     6.3   Public Statements . Before any party or any Affiliate of such party\n           -----------------\nshall release any information concerning this Agreement or the matters\ncontemplated hereby which is intended for or may result in public dissemination\nthereof, such party shall cooperate with the other parties, shall furnish drafts\nof all documents or proposed oral statements to the other parties, provide the\nother parties the opportunity to review and comment upon any such documents or\nstatements and shall not release or permit release of any such information\nwithout the consent of the other parties, except to the extent required by\napplicable law or the rules of any securities exchange or automated quotation\nsystem on which its securities or those of its Affiliate are traded.\n\n     6.4   Reasonable Commercial Efforts . (a) Subject to the terms and\n           -----------------------------\nconditions provided in this Agreement, each party shall use reasonable\ncommercial efforts to take promptly, or cause to be taken, all actions, and to\ndo promptly, or cause to be done, all things necessary, proper or advisable\nunder applicable laws and regulations to consummate and make effective the\ntransactions contemplated hereby, to obtain all necessary waivers, consents and\napprovals and to effect all necessary registrations and filings, including,\nwithout limitation, an appropriate filing of a Notification and Report Form\npursuant to the HSR Act with respect to the transactions contemplated hereby\n(provided, however, in no event shall CNET be responsible or obligated to pay\n --------  -------                           \nany filing fees in connection therewith (and all such fees will be paid by\nXoom)), and the filings and consents set forth on Schedule 6.4 hereto (the\n                                                  ------------  \n\"Required Consents\") and to remove any injunctions or other impediments or\n -----------------                                   \ndelays, legal or otherwise, in order to consummate and make effective the\ntransactions contemplated by this Agreement for the purpose of securing to the\nparties hereto the benefits contemplated by this Agreement; provided that\n                                                            --------  \nnotwithstanding anything to the contrary in this Agreement, no party nor any of\ntheir Affiliates shall be required to make any disposition, including, without\nlimitation, any disposition of, or any agreement to hold separate, any\nSubsidiary, asset or business, and no party hereto nor any of their Affiliates\nshall be required to make any payment of money nor shall any party or its\nAffiliates be required to comply with any condition or undertaking or take any\naction which, individually or in the \n\n \n                                                                              40\n\naggregate, would materially adversely affect the economic benefits to such party\nof the transactions contemplated hereby and the Implementing Agreements, taken\nas a whole or adversely affect any other business of such party or its\nAffiliates.\n\n          (b) Each of the parties hereto shall execute and cause its\nSubsidiaries to execute on or prior to the Closing Date each Implementing\nAgreement to which it or they are a party on the terms set forth in the relevant\nExhibits hereto.\n\n          (c) Each of the parties hereto agrees, from time to time, to execute\nand deliver, or use reasonable commercial efforts to cause to be executed and\ndelivered, such additional instruments, certificates or documents (including\nbills of sale and assignment and assumption agreements), and take all such\nactions, reasonably necessary to implement or effectuate the transactions\ncontemplated by this Agreement.\n\n     6.5   Notification of Certain Matters . Each party to this Agreement shall\n           -------------------------------\ngive prompt notice to each other party of (i) the occurrence or non-occurrence\nof any event, the occurrence or non-occurrence of which is likely to cause any\nrepresentation or warranty of any party contained in this Agreement to be untrue\nor inaccurate at or prior to the Effective Time and (ii) any failure of any\nparty to comply with or satisfy any covenant, condition or agreement to be\ncomplied with or satisfied by it hereunder; provided, however, that the delivery\n                                            --------  -------  \nof any notice pursuant to this Section 6.5 shall not limit or otherwise affect\n                               -----------       \nany remedies available to the parties receiving such notice. No disclosure by\nany party pursuant to this Section 6.5, however, shall be deemed to amend or\n                           -----------     \nsupplement the disclosures set forth on the Schedules to Article IV or prevent\n                                                         ---------- \nor cure any misrepresentations, breach of warranty or breach of covenant.\n\n     6.6   Xenon 2 Directors Xenon 2 will cause the Surviving Corporation to\n          -----------------\nindemnify each person who is now, or has been at any time prior to the date of\nthis Agreement, or who becomes prior to the Effective Time, a director or\nofficer of Xoom and any of its Subsidiaries from and after the Effective Time\n(individually an \"Indemnified Party\" and collectively the \"Indemnified\n                                                           -----------\nParties\"), with respect to acts or omissions occurring prior to the Effective\n--------                        \nTime to the full extent provided as of the date hereof under the certificate of\nincorporation, bylaws, other similar organizational documents of Xoom or\napplicable law. Xenon 2 shall cause the Surviving Corporation to maintain the\ncurrent policies of the officers\" and directors\" liability insurance maintained\nby Xoom for at least six years, provided that the Surviving Corporation shall\n                                --------      \nnot be required to expend in any one year an amount in excess of 200% of the\nannual premiums currently paid by Xoom for such insurance. The rights under this\nSection 6.6 are contingent upon the occurrence of, and will survive consummation\n-----------                    \nof, the transactions contemplated hereby and are expressly intended to benefit\neach Indemnified Party each of whom shall have third party beneficiary rights\nhereunder.\n\n     6.7   Employee Matters. \n           ----------------\n\n           (a) Employee Benefit Plans.\n               ----------------------\n                \n\n \n                                                                              41\n\n          (i)  As of the Closing Date, the employees of SNAP (the \"SNAP\n                                                                   ----\nEmployees\") shall cease to accrue further benefits under the SNAP Plans (other\n---------                                                                     \nthan the SNAP Level Plans) and shall immediately commence participation in the\nXenon 2 Plans (which shall initially be the Xoom Plans) (other than Xoom Plans\ncomparable to the SNAP Level Plans) on a basis no less favorable than similarly\nsituated employees of Xenon 2 or Xoom.  Xenon 2 or Xoom shall cause each Xenon 2\nPlan to treat the prior service of each SNAP Employee with SNAP or its\naffiliates as service rendered to Xenon 2 or Xoom for purposes of eligibility,\nvesting and benefit accruals (but not for purposes of benefit accruals under any\ndefined benefit pension plan) to the same extent such service was taken into\nconsideration under comparable SNAP Plans.\n\n          (ii) CNET shall retain all assets and liabilities and obligations\nunder SNAP Plans (other than the SNAP Level Plans) with respect to the SNAP\nEmployees.\n\n          (b)  SNAP Employee Options\n               ---------------------\n\n          SNAP and Xenon 2 will take all requisite corporate action such that,\nas of the Closing Date, each outstanding option to purchase SNAP units (a \"SNAP\n                                                                           ----\nOption\") held by a SNAP Employee, shall be converted into a stock option to\n------                                                                     \npurchase a number of shares of Xenon 2 (a \"Xenon 2 Option\") equal to the number\n                                           --------------                      \nof Xenon 2 shares such SNAP Employees would have received if such Employee\nexercised such option in full immediately prior to the Closing Date and\ncontributed such units with CNET in exchange for shares of Xenon 2.  The per\nshare exercise price of each Xenon 2 Option shall equal the aggregate exercise\nprice of the corresponding SNAP Option divided by the number of Xenon 2 shares\nsubject to such Xenon 2 Option.\n\n     6.8   Xoom Options. (a) Prior to the Effective Time, Xenon 2 shall adopt,\n           ------------ \nand the stockholders of Xenon 2 shall approve, a stock option plan (the \n\"Xenon 2 Option Plan\") providing for the issuance of \"incentive stock options\"\n -------------------  \n(within the meaning of Section 422 of the Code) and nonqualified options. At the\nEffective Time, each outstanding Xoom Option shall be converted into an option\n(each a \"Xenon 2 Option\") of Xenon 2 to purchase shares of Class A Common \n         --------------\nStock under the Xenon 2 Option Plan or through assumption by Xenon 2 of the Xoom\nOption Plan and each Xoom Non-Plan Option Agreement, as provided below.\nFollowing the Effective Time, each such Xenon 2 Option shall be exercisable upon\nthe same terms and conditions as were applicable to the related Xoom Option as\nin effect immediately prior to the Effective Time, except that (i) each such\nXenon 2 Option shall be exercisable for that number of shares of Class A Common\nStock equal to the number of shares of Xoom Stock that were issuable upon\nexercise in full of such converted Xoom Option immediately prior to the\nEffective Time and (ii) the per share exercise price for the shares of Class A\nCommon Stock issuable upon exercise of such Xenon 2 Option shall be equal to the\nexercise price per share of Xoom Stock at which such Xoom Option was exercisable\nimmediately prior to the Effective Time. It is the intention of the parties\nthat, to the extent that any such Xoom Plan Option constituted an \"incentive\nstock option\" (within the meaning of Section 422 of the Code) immediately prior\nto the Effective Time, such option shall continue to qualify as an incentive\nstock option to the maximum extent permitted by Section 422 of the Code, and\nthat the conversion of the Xoom Plan Options provided by this Section 6.8(a)\n                                                              --------------\nsatisfy the conditions of Section 424(a) of the Code.\n\n \n                                                                              42\n\n          (b) Xoom represents and warrants that as of the date hereof there are\nno, and have not previously been any, participants in the Xoom 1998 Employee\nStock Purchase Plan (the \"Xoom ESPP\"). Xoom agrees that it shall take any\n                          ---------                                      \nnecessary action to prohibit any participation in the Xoom ESPP in the future\nand to terminate the Xoom ESSP prior to the Effective Time.\n\n     6.9   Release of CNET\"s Guarantee. \" Xenon 2 shall use its reasonable best\n           --------------------------- \nefforts to cause the guarantee by CNET of SNAP\"s obligations under Office Lease,\ndated September 24, 1997, as amended, between No. 1 Beach Street LLC and CNET,\nto be released as soon as practicable following the Closing.\n\n     6.10  Resignation of SNAP\"s CEO \". CNET will cause the Chief Executive\n           -------------------------\nOfficer of SNAP to resign from such position as of the Effective Time.\n\n     6.11  Tax Cooperation and Consistent Reporting. \n           ----------------------------------------\n\n     To the extent CNET has it:\n\n          (a) Xoom and CNET agree to furnish or cause to be furnished to each\nother, upon request, as promptly as practicable, such information and assistance\nrelating to the Contributed Assets as is reasonably necessary for the filing of\nall Tax Returns, and making of any election related to Taxes, the preparation\nfor any audit by any Tax Authority, and the prosecution or defense of any claim,\nsuit or proceeding relating to any Tax Return to the extent, in the case of\nCNET, such information is reasonably available to CNET.  Xoom and CNET will\ncooperate with each other in the conduct of any audit or other proceeding\nrelated to Taxes and all other Tax matters relating to the Contributed Assets,\nand each will execute and deliver such powers of attorney and other documents as\nare necessary to carry out the intent of this Section 6.11.\n                                              ------------ \n\n          (b) Unless there has been a Final Determination to the contrary, Xoom\nand CNET covenant and agree, for all Tax purposes including all Tax Returns and\nany Tax controversies to (and to cause any Affiliate or successor to their\nassets or business to) take each of the positions set forth below (and not to\ntake any positions inconsistent therewith):\n\n          (i)    The transfer of the Contributed Assets pursuant to the\nAgreement will qualify under Section 351(b) of the Code.\n\n          (ii)   None of the consideration received for the Contributed Assets\npursuant to the Agreement will be treated as Other Property or Money.\n\n          (iii)  None of the Class A Common Stock issued to CNET pursuant to the\nterms of the Agreement will be paid or issued for services.\n\n          (iv)   The tax basis of each Contributed Asset to be received by Xenon\n2 will be the same as the tax basis of such asset in the hands of the transferor\nincreased by the amount of any gain recognized by the transferor on the transfer\nof such asset.\n\n \n                                                                              43\n\n          (v) The holding period of each Contributed Asset will include the\nperiod during which such asset was held by the transferor.\n\n          (vi) Neither Xoom or Xenon 2, any affiliate thereof, nor any successor\nto their assets or businesses will be entitled to claim any deduction in respect\nof any Assumed Liability to the extent previously deducted by the transferor.\n\n          (c) Xenon 2 represents, covenants and agrees that (A) it has no plan\nor intention to (i) cause Xoom to issue additional shares of stock after the\nMerger, or take any other action, that would result in Xenon 2 losing control of\nXoom, (ii) liquidate Xoom or merge Xoom with Xenon 2 or into any other\ncorporation; (iii) cause Xoom to sell or otherwise dispose of any of its assets\n(or of any of the assets acquired from Xenon 3), except for dispositions made in\nthe ordinary course of business, transfers permitted under Section 368(a)(2)(C)\nof the Code, or transfers prescribed by Section 1.368-1(d) that will not affect\nsatisfaction of the \"continuity of business enterprise\" requirement under\nSection 368 of the Code for purposes of qualifying the Merger as a\n\"reorganization\" under said section, or (iv) reacquire any of the shares of its\nstock issued pursuant to this Agreement, and (B) the historic business of Xoom\nwill be continued or a significant portion of Xoom\"s historic business assets\nwill be used in a business.\n\n          (d) (i)   Xoom, Xenon 2 and CNET agree to report to each other any\ncommunication from or with the Internal Revenue Service which relates in any way\nto the characterization of the transactions contemplated by the Agreement.\nNotwithstanding any such communication, Xoom, Xenon 2 and CNET covenant and\nagree to (and to cause any Affiliate or successor to their assets or business\nto) continue to take each of the positions specified in Section 6.11(b) for all\n                                                        ---------------        \nTax purposes (unless there has been a Final Determination contrary to such\nposition).\n\n          (ii)  Without limiting the generality of Section 6.11(d)(i), (A) Xoom\n                                                   ------------------          \nwill use its best efforts to cause each Xoom stockholder to file, and CNET will\nfile, with its federal income tax return for the taxable year in which the\nAgreement is consummated (which CNET tax return shall be timely filed) the\ninformation required by Treas. Reg \" 1.351-3(a) (provided that, in the case of\n                                                 --------                     \nXoom, such best efforts shall only require Xoom to advise its stockholders of\nthe requirement to comply with said section of the Treasury Regulations and to\nprovide them with draft language for the Required Statement), and CNET will\ndeliver a copy of that statement to Xenon 2 within ten days thereafter, and (B)\nXenon 2 will file with its federal income tax return for the taxable year in\nwhich the Agreement is consummated (which tax return shall be timely filed) the\ninformation required by Treas. Reg \" 1.351-3(b), and will deliver a copy of that\nstatement to CNET within ten days thereafter.  Within ninety days after the\nClosing Date, CNET will deliver to Xenon 2 all of the cost and other basis\ninformation relating to the Contributed Assets and assumed Liabilities for\nfederal income tax purposes reasonably required for Xenon 2 to prepare the\nstatement required by Treas. Reg. \" 1.351-3(b)(2).  Such information will be\ndelivered in the form normally maintained by CNET and will include reasonably\ncomplete data relating to the tax basis, year of acquisition, depreciable life,\nand amount and method of depreciation of tangible and intangible property.\nXenon 2 and CNET also will maintain such records as are required by Treas. Reg.\n\" 1.351-3(c).\n\n \n                                                                              44\n\n          (iii)  Without limiting the generality of Section 6.11(d)(i), (A) Xoom\n                                                    ------------------          \nand Xenon 2 will comply with the record-keeping and information filing\nrequirements of Section 1.368-3 of the Treasury Regulations with respect to the\nMerger, and (B) Xenon 2 will file with its federal income tax return for the\ntaxable year in which the Agreement is consummated (which tax return shall be\ntimely filed) the information required by Treasury Regulations Section 1.351-\n3(b) and maintain such records as are required by Treasury Regulations Section\n1.351-3(c) with respect to the Merger.\n\n     6.12  Tax Benefit Payments . (a) If a Final Determination is made contrary\n          --------------------\nto any of the positions described in Section 6.11(b)(i), Section 6.11(b)(ii), or\n                                     ------------------  ------------------- \nSection 6.11(b)(iii), then (in addition to any other remedies which may be\n--------------------\navailable to CNET but without duplication thereof) Xenon 2 will pay to CNET for\neach Post-Closing Tax Period an amount equal to the excess of (A) the liability\nfor federal, state and local Taxes to which Xenon 2, Xoom or any other\nAffiliates or any successor to their assets or businesses (collectively, the\n\"Taxpayer\") would have been subject for all Post-Closing Tax Periods in each\n --------                  \nrelevant jurisdiction had the positions described in Section 6.11(b) been\n                       ---------------                                         \nsustained (and had Xenon 2 not been required to make any payments pursuant to\nthis Section 6.12), over (B) the Taxpayer\"s actual liability for such Taxes for\n     ------------               \nsuch periods. Such payment will be due (subject to a ten business-day grace\nperiod) when, as, and to the extent the Taxpayer derives an actual benefit (in\nthe form of any refund, reduction in Tax liability, or otherwise) as the result\nof such excess. If any payment required under this Section 6.12(a) for any Post-\n                                                   ---------------     \nClosing Tax Period is not made on or before the due date (without extensions) of\nthe return of such period, then such payment will be made together with interest\nat the rate per annum determined from time to time under Section 6621(a)(2) of\nthe Code compounded daily for the period from such due date to the date on which\nthe payment is actually made.\n\n          (b) In addition, Xenon 2 will pay to CNET, no later than ten business\ndays after each date on which the Taxpayer receives a refund of federal, state\nor local Taxes for a Pre-Closing Tax Period, the excess of such refunds over\nsuch refunds to which the Taxpayer would have been entitled had the positions\ndescribed in Section 6.11(b) been sustained (and had Xenon 2 not been required\n             ---------------                                                  \nto make any payments under this Section 6.12).  If any payment required under\n                                ------------                                 \nthis Section 6.12(b) is not made on or before the date such payment is due, then\n     ---------------                                                            \nsuch payment will be made together with interest at the rate per annum\ndetermined from time to time under Section 6621(a)(2) of the Code compounded\ndaily for the period from the date such payment was due to the date on which\nsuch payment is actually made.\n\n          (c) In the event of any adjustment to the Taxpayer\"s liability for\nfederal, state or local Taxes or entitlement to a refund, as a result of audit,\ncarryover, or otherwise, the amounts previously payable under this Section 6.12\n                                                                   ------------\nwill be appropriately adjusted and Xenon 2 or CNET, as the case may be, will pay\nto the other the amount, required as a result of such adjustment, together with\ninterest at the rate per annum determined from time to time under Section\n6621(a)(2) of the Code compounded daily for the period from the original payment\ndate affected by the adjustment to the date on which the payment is made.  At\nthe time of any payment under this Section 6.12 (or at the request of CNET if\n                                   ------------                              \nXenon 2 has determined that no payment is due), \n\n \n                                                                              45\n\nXenon 2 will submit a schedule showing in reasonable detail its calculation of\nthe payment to be made (or the basis for its determination that no payment is\ndue). Any dispute concerning the calculation of payments due under this \nSection 6.12 will be resolved by the Independent Accountants.\n------------                        \n\n          (d) Any payment to CNET under this Section 6.12 will be allocated\n                                             ------------                  \nbetween principal and interest for purposes of Section 483, Section 1273, and\nany other relevant provision of the Code by using as a discount rate the rate\nper annum determined from time to time under Section 6621(a)(2) of the Code\ncompounded daily for the period from the date of Closing to the date on which\nthe payment is made.  The portion of any such payment created as principal will\nbe treated as additional exchange consideration.  Any payment to Xenon 2 under\nthis Section 6.12 (other than interest) will be treated as a reduction of the\n     ------------                                                            \nexchange consideration.\n\n          (e) CNET will pay (i) any fees or other amounts due to the Independent\nAccountants in respect of the resolution of any dispute pursuant to Section\n                                                                    -------\n6.12(c), and (ii) all reasonable costs (including the reasonable internal costs\n-------                                                                        \nof Xenon 2 or any Affiliate or successor thereto) incurred by Xenon 2 (or by\nsuch Affiliate or successor) to comply with the provisions of this Section 6.12.\n                                                                   ------------ \n\n     6.13  Affiliates. Not less than 45 days prior to the Effective Time, Xoom\n           ---------- \nshall deliver to Xenon 2 a letter identifying all persons who, in the opinion of\nXoom, may be deemed at the time this Agreement is submitted for adoption by the\nstockholders of Xoom, \"affiliates\" of Xoom for purposes of Rule 145 under the\nSecurities Act, and such list shall be updated as necessary to reflect changes\nfrom the date thereof. Xoom shall use its reasonable best efforts to cause each\nperson identified on such list to enter into and deliver to Xenon 2 not less\nthan 30 days prior to the Effective Time, a written agreement in connection with\nthe restrictions on affiliates under Rule 145 of the Securities Act (an\n\"Affiliate Agreement\").\n--------------------   \n\n\n                                 ARTICLE VII\n\n                             CONDITIONS TO CLOSING\n                             ---------------------\n\n     7.1   Conditions Precedent to Obligations of Each Party . The respective\n           -------------------------------------------------\nobligations of each party to this Agreement to consummate this Agreement and the\ntransactions contemplated hereby shall be subject to the satisfaction or waiver\nby the appropriate party of each of the following conditions on or prior to the\nClosing Date:\n\n\n          (a) No Injunctions or Restraints.  At the Closing Date, there shall be\n              ----------------------------                                      \n(i) no injunction, restraining order or other decree of any nature of any court\nof competent jurisdiction or other Governmental Authority that is in effect that\nrestrains or prohibits the consummation of any of the transactions contemplated\nhereby, and (ii) no action taken, or any statute, rule, regulation or order\nenacted, entered, enforced or deemed applicable to the transactions contemplated\nhereby, which makes the consummation of this Agreement and the transactions\nherein illegal; provided, however, that the parties hereto shall use their\n                --------  -------                                         \nreasonable commercial \n\n \n                                                                              46\n\nefforts to have such injunction, order, decree, claim, action, suit, statute,\nrule or regulation vacated or declared inapplicable as expeditiously as\npracticable.\n\n          (b) Regulatory Authorizations.  All orders, consents and approvals of\n              -------------------------                                        \nany Governmental Authorities legally required for the consummation of the\ntransactions contemplated by this Agreement, including the Required Consents,\nshall have been obtained, and all waiting periods applicable under the HSR Act\nand other applicable antitrust, merger control or competition laws or\nregulations shall have expired or been terminated, except those for which\nfailure to obtain such consents and approvals would not, individually and in the\naggregate, have a Material Adverse Effect.  The Form S-4 shall have become\neffective in accordance with the provisions of the Securities Act, and no stop\norder shall have been issued by the SEC with respect to the Form S-4, and no\nsimilar proceeding in respect of the Proxy Statement shall have been initiated\nor threatened in writing by the SEC.\n\n          (c)   Stockholder Approval.  This Agreement shall have been adopted by\n                --------------------                                            \nthe Stockholder Approval.\n\n          (d)   Nasdaq.  The shares of Class A Common Stock to be issued in\n                ------                                                     \naccordance with the terms and subject to the conditions of this Agreement shall\nhave been approved for quotation (subject to notice of issuance) on Nasdaq.\n\n          (e) NMC Merger Agreement.  All of the conditions to the closing of the\n              --------------------                                              \ntransactions contemplated by the NMC Merger Agreement shall have been satisfied\nor waived on or prior to the Closing Date.\n\n     7.2   Conditions Precedent to Obligations of CNET. The obligation of CNET\n           ------------------------------------------- \nto consummate this Agreement and the transactions contemplated hereby shall be\nsubject to the satisfaction, of each of the following conditions, or by the\nwaiver of such condition by CNET on or prior to the Closing Date:\n\n          (a)  Accuracy of Representations and Warranties of Xoom.  The\n               --------------------------------------------------      \nrepresentations and warranties of Xoom contained in this Agreement shall be true\nand correct in all material respects, in each case on and as of the date of this\nAgreement and on and as of the Closing Date as though made on and as of such\ntime, except to the extent such representations and warranties by their terms\nspeak as of a specified date, in which case they shall be true and correct in\nall material respects as of such date; and CNET shall have received from Xoom a\ncertificate to such effect dated as of the Closing Date signed by an officer\nthereof.\n\n          (b)  Covenants of Xoom.  Xoom shall have complied in all material\n               -----------------                                           \nrespects with all covenants contained in this Agreement to be performed by it on\nor prior to the Closing; and CNET shall have received from Xoom a certificate to\nsuch effect dated as of the Closing Date signed by an officer thereof.\n\n          (c) Implementing and Other Agreements.  Xoom and each of its\n              ---------------------------------                       \nSubsidiaries and NBC shall have entered into each of the Implementing Agreements\nto which it is a party.\n\n \n                                                                              47\n\n     7.3   Conditions Precedent to Obligations of Xoom . The obligation of Xoom\n           -------------------------------------------\nto consummate this Agreement and the transactions contemplated hereby shall be\nsubject to the satisfaction of each of the following conditions, or the waiver\nof such condition by Xoom, on or prior to the Closing Date:\n\n          (a)  Accuracy of Representations and Warranties of SNAP and CNET.  The\n               -----------------------------------------------------------      \nrepresentations and warranties of SNAP and CNET contained in this Agreement\nshall be true and correct in all material respects, in each case on and as of\nthe date of this Agreement and on and as of the Closing Date as though made on\nand as of such time, except to the extent such representations and warranties by\ntheir terms speak as of a specified date, in which case they shall be true and\ncorrect in all material respects as of such date; and Xoom shall have received\nfrom each of SNAP and CNET a certificate to such effect with respect to such\nparty dated as of the Closing Date signed by an officer thereof.\n\n          (b)  Covenants of SNAP and CNET.  Each of SNAP and CNET shall have\n               --------------------------                                   \ncomplied in all material respects with all covenants contained in this Agreement\nto be performed by it, on or prior to the Closing; and Xoom shall have received\nfrom CNET a certificate to such effect dated as of the Closing Date signed by an\nofficer thereof.\n\n          (c) Implementing and Other Agreements.  CNET shall have entered into\n              ---------------------------------                               \neach of the Implementing Agreements to which it is a party.\n\n          (d) Tax Opinion.  Xoom shall have received an opinion in form and\n              -----------                                                  \nsubstance reasonably satisfactory to it from its counsel to the effect that the\nMerger will be treated for federal income tax purposes as either or both of: (i)\na contribution of Xoom Stock to Xenon 2 qualifying under Section 351 of the Code\nor (ii) a \"reorganization,\" within the meaning of Section 368(a) of the Code,\nand that each of Xenon 2, Xoom and Xenon 3 will be a \"party to a\nreorganization,\" within the meaning of Section 368(b) of the Code, with respect\nto the Merger.  The parties shall make representations reasonably requested by\ncounsel related to said opinion, which representations may be relied upon by the\ncounsel providing such opinion, with such qualifications as are customary for\nsuch opinion.\n\n\n\n                                 ARTICLE VIII\n\n                                   RESERVED\n                                   --------\n\n\n\n                                  ARTICLE IX\n\n                                  TERMINATION\n                                  -----------\n\n\n\n     9.1   Termination Events . Without prejudice to other remedies which may be\n           ------------------\navailable to the parties by law or this Agreement, this Agreement may be\nterminated and the transactions contemplated herein may be abandoned at any time\nprior to the Effective Time (whether before \n\n \n                                                                              48\n\nor after adoption of this Agreement by Xenon 2 in its capacity as sole\nstockholder of Xenon 3 or, subject to the provisions hereof, the Stockholder\nApproval):\n\n\n          (a) Reserved.\n\n          (b) by either CNET or Xoom by written notice to the other parties if\nthe transactions contemplated by this Agreement have not been consummated by\nDecember 31, 1999, unless extended by written agreement of the parties hereto,\n                                                                              \nprovided that the party terminating this Agreement shall not be in material\n--------                                                                   \ndefault or breach hereunder and provided, further, that the right to terminate\n                                --------- -------                             \nthis Agreement under this clause (b) shall not be available to any party whose\nfailure to fulfill any obligation under this Agreement has been the cause of, or\nresulted in, the failure to consummate the transactions contemplated by this\nAgreement on or before such date;\n\n          (c) by either CNET or Xoom if (i) any Governmental Authority, the\nconsent or approval of which is required for the consummation of the\ntransactions contemplated hereby, shall have determined not to grant its consent\nor approval and all appeals of such determination shall have been taken and have\nbeen unsuccessful or (ii) any court of competent jurisdiction in the United\nStates shall have issued a final and unappealable permanent injunction, order,\njudgment or other decree (other than a temporary restraining order) restraining,\nenjoining or otherwise prohibiting the consummation of the transactions\ncontemplated hereby, provided that the party seeking to terminate this Agreement\n                     --------                                                   \nunder this clause (c) is not then in material breach of this Agreement and\n                                                                          \nprovided, further, that the right to terminate this Agreement under this clause\n--------  -------                                                              \n(c) shall not be available to any party who shall not have used reasonable\ncommercial efforts to avoid the issuance of such order, decree or ruling;\n\n          (d)  by either CNET or Xoom if upon a vote at a duly held Stockholders\nMeeting or any adjournment thereof, the Stockholder Approval shall not have been\nobtained;\n\n          (e)  Reserved\n\n          (f) by Xoom, prior to the receipt of the Stockholder Approval, on five\nbusiness days written notice, if, Xoom receives a bona fide written proposal\nfrom any Person relating to (A) the direct or indirect acquisition or purchase\nof 50% or more of the assets (based on the fair market value thereof) of Xoom\nand its Subsidiaries, taken as a whole, or of 50% or more of any class of equity\nsecurities of Xoom or any of its Subsidiaries or any tender offer or exchange\noffer (including by Xoom or its Subsidiaries) that if consummated would result\nin any person beneficially owning 50% or more of any class of equity securities\nof Xoom or any of its Subsidiaries, (B) a sale of all or substantially all of\nthe assets of Xoom and its Subsidiaries or (C) a merger or consolidation of Xoom\nas a result of which the stockholders of Xoom immediately prior to such\ntransaction would not beneficially own immediately after such transaction 50% or\nmore of the resulting or surviving entity (or the parent thereof), in any such\ncase with respect to which the Board of Directors of Xoom (i) determines in good\nfaith and after consultation with a financial advisor of nationally recognized\nreputation to be on terms more favorable to the Xoom stockholders than the\ntransactions contemplated by this Agreement and the NMC Merger \n\n \n                                                                              49\n\nAgreement and (ii) concludes in good faith based on the advice of outside legal\ncounsel that termination of this Agreement is required to comply with its\nfiduciary duties under applicable law.\n\n     9.2   Effect of Termination.  In the event of any termination of the \n           ---------------------\nAgreement as provided in Section 9.1 hereto, this Agreement shall forthwith\n                         -----------\nbecome wholly void and of no further force and effect (except Section 5.4,\n                                                              -----------\nSection 6.3, Section 9.2 and Article X hereof) and there shall be no \n-----------  -----------     ---------\nliability on the part of any parties hereto or their respective officers or\ndirectors, except as provided in such sections and article. Notwithstanding the\nforegoing, no party hereto shall be relieved from liability for any willful\nbreach of this Agreement.\n\n                                 ARTICLE  X\n\n                    MISCELLANEOUS AGREEMENTS OF THE PARTIES\n                    ---------------------------------------\n\n\n     10.1   Notices.  Any notice in connection with this Agreement shall be in\n            -------\nwriting and shall be delivered by air courier or by facsimile at the addresses\nor facsimile numbers given below.  If notice is given by:  (a) air courier,\nnotice shall be deemed given when recorded on the records of the air courier as\nreceived by the receiving party; or (b) facsimile, notice shall be deemed given\nupon transmission, if on a business day and during business hours in the country\nof receipt; otherwise, notice shall be deemed to have been given at 9:00 A.M. on\nthe next Business Day in the country of receipt.\n\n\n          If to CNET or SNAP:\n\n                    CNET, Inc.\n                    150 Chestnut Street\n                    San Francisco, California  94111\n                    Attn: Douglas N. Woodrum\n                    Facsimile:  (415) 395-9205\n\n          with copies to:\n\n                    Hughes &amp; Luce, L.L.P.\n                    1717 Main Street, Suite 2800\n                    Dallas, Texas  75201\n                    Attn: R. Clayton Mulford\n                    Facsimile: (214) 939-5849\n\n \n                                                                              50\n\n                    SNAP! LLC\n                    One Beach Street\n                    San Francisco, California  94133\n                    Attn.: Edmond Sanctis\n                    Facsimile: (415) 249-2633\n\n\n                    National Broadcasting Company, Inc.\n                    30 Rockefeller Plaza\n                    New York, New York  10012\n                    Attn:  Tom Rogers\n                    Facsimile:  (212) 664-3914\n\n                    Simpson Thacher &amp; Bartlett\n                    425 Lexington Avenue\n                    New York, New York  10017\n                    Attn.: Richard Capelouto\n                    Facsimile: (212) 455-2502\n\n\n          If to Xoom, Xenon 2 or Xenon 3\n\n                    Xoom.com, Inc.\n                    300 Montgomery Street\n                    Suite 300\n                    San Francisco, California 94104\n                    Attn.:  Chris Kitze\n                    Facsimile:  (415) 288-2580\n\n\n          with copies to:\n\n                    Morrison &amp; Foerster LLP\n                    425 Market Street\n                    San Francisco,  California 94105\n                    Attn.:  Bruce Alan Mann\n                    Facsimile:  (415) 268-7522\n\n                    Morrison &amp; Foerster LLP\n                    1290 Avenue of the Americas\n                    New York, New York  10104\n                    Attn.: Allen L. Weingarten\n                    Facsimile: (212) 468-7900\n\nor to such other address as any such party shall designate by written notice to\nthe other parties hereto.\n\n \n                                                                              51\n\n          10.2   Integration; Amendments. This Agreement (including the\n                 -----------------------\nSchedules and Exhibits hereto) contains the entire agreement and understanding\nof the parties with regard to the matters contained herein and supercedes any\nprior written or oral agreement with respect to the subject matter hereto. This\nAgreement may not be amended or modified except in a writing signed by all\nparties hereto. This Agreement may be amended by the parties at any time before\nor after the Stockholder Approval or the adoption of this Agreement by Xenon 2\nin its capacity as sole stockholder of Xenon 3; provided, however, that after\n                                                --------  -------  \nany such approval, there shall not be made any amendment that by law requires\nfurther approval by such stockholders without the further approval of such\nstockholders.\n\n          10.3   Waiver. No waiver by any of the parties hereto of any of the\n                 ------\nprovisions hereof shall be effective unless explicitly set forth in writing and\nexecuted by the party so waiving. Except as provided in the preceding sentence,\nno action taken pursuant to this Agreement, including, without limitation, any\ninvestigation by or on behalf of any party, shall be deemed to constitute a\nwaiver by the party taking such action of compliance with any representations,\nwarranties, covenants, or agreements contained herein, and in any documents\ndelivered or to be delivered pursuant to this Agreement and in connection with\nthe Closing hereunder. The waiver by any party hereto of a breach of any\nprovision of this Agreement shall not operate or be construed as a waiver of any\nsubsequent breach.\n \n          10.4   No Assignment; Successors and Assigns. The parties' respective\n                 -------------------------------------\nrights and obligations hereunder may not be assigned, transferred, pledged, or\nencumbered, in any manner, direct or indirect, contingent or otherwise, in whole\nor in part, voluntarily or by operation of law, without the prior written\nconsent of the other parties. Subject to the preceding sentence, this Agreement\nshall be binding on the parties hereto and their respective successors and\npermitted assigns.\n\n          10.5   Expenses. Except as set forth in this Agreement, if the\n                 --------\ntransactions contemplated by this Agreement are consummated, all legal and other\ncosts and expenses (including fees and expenses of any financial advisors,\naccountants or other professional advisors) incurred by Xoom and SNAP in\nconnection with this Agreement and the transactions contemplated hereby shall be\npaid or reimbursed by Xenon 2. If the transactions contemplated by this\nAgreement are not consummated, all legal and other costs and expenses incurred\nin connection with this Agreement and the transactions contemplated hereby shall\nbe paid by the party incurring such costs.\n\n          10.6   Severability. If any provision of this Agreement shall be\n                 ------------\ndeclared by any court of competent jurisdiction to be illegal, void or\nunenforceable, all other provisions of this Agreement shall not be affected and\nshall remain in full force and effect, and the parties hereto shall negotiate in\ngood faith to replace such illegal, void or unenforceable provision with a\nprovision that corresponds as closely as possible to the intentions of the\nparties as expressed by such illegal, void or unenforceable provision.\n\n \n                                                                              52\n\n          10.7   Section Headings; Table of Contents. The section headings\n                 -----------------------------------\ncontained in this Agreement and the table of contents to this Agreement are for\nreference purposes only and shall not affect the meaning or interpretation of\nthis Agreement.\n\n          10.8   Third Parties. This Agreement does not create any rights,\n                 -------------\nclaims or benefits inuring to any person that is not a party hereto nor create\nor establish any third party beneficiary hereto, except as set forth in \nSection 6.6.\n----------- \n\n          10.9   GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement\n                 -----------------------------------------\nshall be governed and construed in accordance with the laws of the State of New\nYork applicable to contracts executed and performed within such state (except to\nthe extent that the DGCL applies to the Merger).\n\n          10.10  Specific Performance. The parties hereto agree that\n                 --------------------\nirreparable damage would occur in the event any provision of this Agreement was\nnot performed in accordance with the terms hereof and that the parties shall be\nentitled to an injunction or injunctions to prevent breaches of this Agreement\nand to enforce specifically the terms and provisions of this Agreement in\naddition to any other remedy to which they are entitled at law or in equity.\n\n          10.11  Counterparts. This Agreement may be executed in any number of\n                 ------------\ncounterparts, each of which shall be deemed to be an original and all of which\ntogether shall be deemed to be one and the same instrument. \n\n \n                                                                              53\n\n\n          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted as of the date first above written.\n\n\n                              CNET, INC.\n\n\n                              By:  \/s\/ Douglas N. Woodrun\n                                   ______________________________\n                                    Name:  Douglas N. Woodrun\n                                    Title: Executive Vice President\n                                           &amp; Chief Financial Officer\n\n                              XOOM.COM, INC.\n\n\n                              By:  \/s\/ Chris Kitze\n                                   ______________________________\n                                    Name:  Chris Kitze\n                                    Title: Chairman\n\n                              XENON 2, INC.\n\n\n                              By:  \/s\/ Chris Kitze\n                                   ______________________________\n                                    Name:  Chris Kitze\n                                    Title:\n\n\n                              XENON 3, INC.\n\n\n                              By:  \/s\/ Chris Kitze\n                                   ______________________________\n                                    Name:  Chris Kitze\n                                    Title: \n\n\n                              SNAP! LLC\n\n\n                              By:  \/s\/ Edmond Sanctis\n                                   ______________________________\n                                    Name:  Edmond Sanctis\n                                    Title: Chief Operating Officer\n\n \n                             AGREEMENT AND PLAN OF\n                            CONTRIBUTION AND MERGER\n\n\n                                     among\n\n\n\n                                  CNET, INC.\n\n\n\n                                XOOM.COM, INC.\n\n\n\n                                 XENON 2, INC.\n\n\n\n                                 XENON 3, INC.\n\n\n                                      and\n\n\n                                   SNAP! LLC\n\n\n                            Dated as of May 9, 1999\n\n \n                                 TABLE OF CONTENTS\n\n\n\n                                                                        Page\n\nARTICLE I\n\n       DEFINITIONS.......................................................... 2\n       1.1  Definitions..................................................... 2\n\nARTICLE II\n\n       THE MERGER........................................................... 8\n\n       2.1  The Merger...................................................... 8\n       2.2  Closing......................................................... 9\n       2.3  Effective Time.................................................. 9\n       2.4  Effects of the Merger........................................... 9\n       2.5  Certificates of Incorporation................................... 9\n       2.6  By-Laws......................................................... 9\n       2.7  Officers and Directors of Surviving Corporation and Xenon 2.....10\n       2.8  Effect on Capital Stock.........................................10\n       2.9  Exchange Fund...................................................10\n      2.10  Exchange Procedures.............................................10\n      2.11  Distributions with Respect to Unexchanged Shares................11\n      2.12  No Further Ownership Rights in Xoom Stock.......................11\n      2.13  Termination of Exchange Fund....................................11\n      2.14  No Liability....................................................12\n      2.15  Lost Certificates...............................................12\n      2.16  Further Assurances..............................................12\n      2.17  Stock Transfer Books............................................12\n      2.18  Federal Income Tax Consequences.................................12\n\nARTICLE III\n\nCONTRIBUTIONS AND  ISSUANCES OF CLASS A COMMON STOCK\n\n      ......................................................................12\n\n     3.1  Contribution and Issuance of Class A Common Stock to CNET and GBI.12\n\nARTICLE IV\n\n     REPRESENTATIONS AND WARRANTIES OF THE PARTIES..........................14\n\n     4.1  Representations and Warranties with respect to SNAP...............14\n     4.2  Representations and Warranties with respect to Xoom...............21\n     4.3  Representations and Warranties with respect to CNET...............30\n     4.4  Survival of Representations and Warranties........................32\n     4.5  No Other Representation or and Warranties.........................32\n \n\n \nARTICLE V\n\n     CONDUCT OF BUSINESS PRIOR TO EFFECTIVE TIME.......................... 32\n     5.1  Conduct of the Business of Xoom Pending the Closing............. 32\n     5.2  Conduct of the Business of SNAP Pending the Closing............. 34\n     5.3  Access to Information........................................... 36\n     5.4  Non-Solicitation of Employees................................... 37\n     5.5  Amendments to Schedules......................................... 37\n\nARTICLE VI\n\n     OTHER AGREEMENTS..................................................... 37\n      6.1  Registration Statement; Preparation of Proxy Statement......... 37\n      6.2  Stockholder Meeting............................................ 39\n      6.3  Public Statements.............................................. 39\n      6.4  Reasonable Commercial Efforts.................................. 39\n      6.5  Notification of Certain Matters................................ 40\n      6.6  Xenon 2 Directors.............................................. 40\n      6.7  Employee Matters............................................... 40\n      6.8  Xoom Options................................................... 41\n      6.9  Release of CNET\"s Guarantee.................................... 42\n     6.10  Resignation of SNAP\"s CEO...................................... 42\n     6.11  Tax Cooperation and Consistent Reporting....................... 42\n     6.12  Tax Benefit Payments........................................... 44\n     6.13  Affiliates..................................................... 45\n\nARTICLE VII\n\n     CONDITIONS TO CLOSING................................................ 45\n     7.1   Conditions Precedent to Obligations of Each Party.............. 45\n     7.2   Conditions Precedent to Obligations of CNET.................... 46\n     7.3   Conditions Precedent to Obligations of Xoom.................... 47\n\nARTICLE VIII\n\n     RESERVED............................................................. 47\n\nARTICLE IX\n\n     TERMINATION.......................................................... 47\n     9.1   Termination Events............................................. 47\n     9.2   Effect of Termination.......................................... 49\n\nARTICLE  X\n\n     MISCELLANEOUS AGREEMENTS OF THE PARTIES.............................. 49\n      10.1  Notices....................................................... 49\n      10.2  Integration; Amendments....................................... 51\n      10.3  Waiver........................................................ 51\n\n \n      10.4  No Assignment; Successors and Assigns......................... 51\n      10.5  Expenses...................................................... 51\n      10.6  Severability.................................................. 51\n      10.7  Section Headings; Table of Contents........................... 52\n      10.8  Third Parties................................................. 52\n      10.9  GOVERNING LAW; SUBMISSION TO JURISDICTION..................... 52\n     10.10  Specific Performance.......................................... 52\n     10.11  Counterparts.................................................. 52\n \n\n \n                                   SCHEDULES\n\nSchedule 1.1(a)          Knowledge Definition\nSchedule 2.5(b)          Capitalization of Xenon 2\nSchedule 2.7             Officers and Directors of Xenon 2\nSchedule 4.1(c)          Governmental Approvals; Consents\nSchedule 4.1(e)          Equity Interests\nSchedule 4.1(f)          Financial Information, Liabilities\nSchedule 4.1(g)          Absence Changes\nSchedule 4.1(h)          Title to Properties; Liens\nSchedule 4.1(i)          Properties, Contracts, Permits\nSchedule 4.1(j)          Legal Proceedings\nSchedule 4.1(k)          Labor Controversies\nSchedule 4.1(l)          Intellectual Property and Technology\nSchedule 4.1(m)          Government Licenses, Permits\nSchedule 4.1(o)          Environmental Matters\nSchedule 4.1(p)          Employee Benefit Matters\nSchedule 4.1(r)          Tax Matters\nSchedule 4.1(t)          Acceleration of Options\nSchedule 4.2(c)          Governmental Approvals; Consents\nSchedule 4.2(g)          Stock Options\nSchedule 4.2(h)          Obligations with Respect to Capital Stock\nSchedule 4.2(j)          Absence of Certain Changes or Events\nSchedule 4.2(k)          Properties, Contracts, Permits and Other Data\nSchedule 4.2(l)          Legal Proceedings\nSchedule 4.2(m)          Labor Controversies\nSchedule 4.2(n)          Intellectual Property\nSchedule 4.2(o)          Government Licenses, Permits, Etc.\nSchedule 4.2(q)(i)       Employee Benefits Matters\nSchedule 4.2(q)(iii)     Exception to Employee Benefit Plan Compliance\nSchedule 4.2(q)(vii)     Benefit Payments Required\nSchedule 4.2(s)          Tax Matters\nSchedule 4.2(v)          Year 2000 Compliance\nSchedule 4.3(c)          Governmental Approvals; Consents\nSchedule 5.1             Conduct of the Business of Xoom Pending the Closing\nSchedule 5.2             Conduct of the Business of SNAP Pending the Closing\nSchedule 6.4             Required Consents\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7131,7615,9374],"corporate_contracts_industries":[9510,9452,9468],"corporate_contracts_types":[9622,9626],"class_list":["post-42984","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cnet-networks-inc","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-xoom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_industries-media__other","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42984","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=42984"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42984"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42984"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42984"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}