{"id":43021,"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-merger-and-reorganization-rowecom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-and-reorganization-rowecom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-and-reorganization-rowecom-inc.html","title":{"rendered":"Agreement and Plan of Merger and Reorganization &#8211; RoweCom Inc. and NewsEdge Corp."},"content":{"rendered":"<pre> \n                AGREEMENT AND PLAN OF MERGER AND REORGANIZATION\n\n\n          This Agreement and Plan of Merger and Reorganization (this\n\"Agreement\") dated as of December 7, 1999, is by and among RoweCom Inc.\n ---------                                                             \n(\"RoweCom\"), a Delaware corporation; RoweCom Merger Corporation (\"Merger Sub\"),\n---------                                                         ----------   \na Delaware corporation that is a wholly owned subsidiary of RoweCom; and\nNewsEdge Corporation (\"NewsEdge\"), a Delaware corporation.\n                       --------                           \n\n          Whereas, the parties desire that Merger Sub be merged with and into\nNewsEdge in accordance with this Agreement (the \"Merger\"); and\n                                                 ------       \n\n          Whereas, for Federal income tax purposes, the parties intend and\nexpect that the Merger qualify as a reorganization under the provisions of\nSection 368(a) of the United States Internal Revenue Code of 1986, as amended\n(the \"Code\"); and\n      ----       \n\n          The parties hereby agree as follows:\n\n          (Certain terms used in this Agreement are defined in Section 13.)\n\n          1.   Closing.  Subject to the other provisions of this Agreement, the\nClosing will be held as soon as is reasonably practicable following satisfaction\nor waiver of the conditions set forth in Sections 9 through 11.\n\n          At the Closing, NewsEdge will execute the Merger Certificate and file\nit with the Delaware Secretary of State. The Merger will be effective upon\nfiling of the Merger Certificate (the \"Effective Time\").\n                                       --------------   \n\n          2.   Effect of Merger. At the Effective Time, automatically and\nwithout further action:\n\n          2.1. Surviving Corporation.  Merger Sub will be merged with and into\nNewsEdge and the separate existence of Merger Sub will cease.  NewsEdge will\ncontinue in existence as the surviving corporation in the Merger (the \"Surviving\n                                                                       ---------\nCorporation\").  The effects of the Merger will be as provided in this Agreement\n-----------                                                                    \nand the applicable provisions of the DGCL.  Without limiting the generality of\nthe foregoing, and subject thereto, at the Effective Time all the property,\nrights, privileges, powers and franchises of NewsEdge will vest in the Surviving\nCorporation, and all debts, liabilities, obligations and duties of NewsEdge will\nbecome the debts, liabilities, obligations and duties of the Surviving\nCorporation.\n\n \n                                     - 2 -\n\n     2.2. Certificate of Incorporation.  NewsEdge's certificate of incorporation\nwill be amended and restated to read in its entirety as provided in the Merger\nCertificate (including, if RoweCom so elects, to change its corporate name to a\nname selected by RoweCom) and as so amended and restated will be the certificate\nof incorporation of the Surviving Corporation.\n\n     2.3. By-Laws.  NewsEdge's by-laws will be amended and restated to read in\ntheir entirety as did the by-laws of Merger Sub in effect immediately before the\nEffective Time, and as so amended and restated will be the by-laws of the\nSurviving Corporation.\n\n     2.4. Directors and Officers.  The initial officers and members of the Board\nof Directors of the Surviving Corporation will consist of those persons named as\nsuch in the Merger Certificate.\n\n     2.5. Conversion of NewsEdge Stock.\n\n     (a)  NewsEdge Stock.  Each share of NewsEdge Stock that is issued and\noutstanding immediately before the Effective Time (other than any shares held\ndirectly or indirectly by RoweCom or NewsEdge or any of their respective\nSubsidiaries) will be converted into and become 0.26 shares (such number of\n                                                ----                       \nshares, as adjusted pursuant to Section 2.5(b), the \"Exchange Ratio\") of RoweCom\n                                                     --------------             \nStock, subject to adjustment in accordance with Section 2.5(b) and to the\npayment of cash adjustments in lieu of the issuance of fractional shares in\naccordance with Section 3.5.\n\n     After the Effective Time, holders of NewsEdge Stock will cease to be, and\nwill have no rights as, stockholders of NewsEdge, and will have only the rights\nto receive shares of RoweCom Stock into which such shares have been converted\nand payments in lieu of fractional shares, in accordance with this Agreement.\n\n     (b)  Adjustment of Exchange Ratio.  In the event that, subsequent to the\ndate of this Agreement but before the Effective Time, the shares of RoweCom\nStock or NewsEdge Stock issued and outstanding as of the date of this Agreement\nare changed into or exchanged for a different number or kind of shares or\nsecurities through reorganization, recapitalization, reclassification, stock\ndividend, stock split, reverse stock split, or other similar changes in\nRoweCom's or NewsEdge's capitalization, then an appropriate and proportionate\nadjustment will be made to the Exchange Ratio so that each holder of NewsEdge\nStock immediately before the Effective Time will receive pursuant to this\nSection 2.5: (i) in the event of \n\n \n                                     - 3 -\n\nany such change with respect to NewsEdge Stock, that number of shares of RoweCom\nStock that such holder would have received if such change had never occurred and\n(ii) in the event of any such change with respect to RoweCom Stock, that number\nof shares of RoweCom Stock that such holder would have received as a result of\nsuch change if such change had occurred immediately after the Effective Time\n(and such holders were treated for purposes of such change as holders of RoweCom\nStock).\n\n     2.6. Cancellation of Treasury Stock.  Each share of NewsEdge Stock held\ndirectly or indirectly by RoweCom or NewsEdge or any of their respective\nSubsidiaries will be canceled and will cease to exist, and no payment will be\nmade with respect thereto.\n\n     2.7. Conversion of Merger Sub's Shares.  Each share of Merger Sub Stock\nthat was issued and outstanding immediately before the Effective Time will be\nconverted into and become one share of the common stock of the Surviving\nCorporation.\n\n     3.   Procedures.\n\n     3.1. Termination of Rights; Certificates.  After the Effective Time, stock\ncertificates (\"NewsEdge Stock Certificates\") representing shares of NewsEdge\n               ---------------------------                                  \nStock that have been converted into shares of RoweCom Stock in the Merger will\nrepresent only such shares of RoweCom Stock.\n\n     3.2. Exchange of Certificates.  As promptly as practicable after the\nEffective Time, RoweCom or its transfer agent will send to each NewsEdge\nstockholder of record transmittal materials for use in exchanging NewsEdge Stock\nCertificates for certificates for the shares of RoweCom Stock into which such\nshares of NewsEdge Stock have been converted.  Upon surrender of a NewsEdge\nStock Certificate to RoweCom or its transfer agent, as the case may be, together\nwith a duly executed letter of transmittal and any other reasonably required\ndocuments, the holder of that NewsEdge Stock Certificate will be entitled to\nreceive, in exchange therefor, a certificate for the number of shares of RoweCom\nStock to which such holder is entitled, plus cash in lieu of any fractional\nshares in accordance with Section 3.5, and that NewsEdge Stock Certificate will\nbe canceled.\n\n     Shares of RoweCom Stock that are issued upon conversion of shares of\nNewsEdge Stock owned by any Rule 145 Affiliate will be subject to the transfer\nrestrictions imposed by SEC Rule 145.  Each certificate representing such shares\nof RoweCom Stock will bear an appropriate restrictive legend referring to such\ntransfer restrictions; and RoweCom may \n\n \n                                     - 4 -\n\nalso place appropriate \"stop-transfer\" instructions with its transfer agent to\nensure compliance with such restrictions.\n\n     3.3. Distributions.  No dividend or other distribution payable after the\nEffective Time with respect to RoweCom Stock will be paid to the holder of any\nunsurrendered NewsEdge Stock Certificate until the holder surrenders that\nNewsEdge Stock Certificate, at which time such holder will receive all dividends\nand distributions, without interest thereon, previously payable to but withheld\nfrom such holder in accordance with this section.\n\n     3.4. No Transfers.  After the Effective Time, no transfers of shares of\nNewsEdge Stock will be made in the stock transfer books of NewsEdge.  If, after\nthe Effective Time, NewsEdge Stock Certificates are presented (for transfer or\notherwise) to the Surviving Corporation or its transfer agent for NewsEdge\nStock, they will be canceled and exchanged for shares of RoweCom Stock in\naccordance with this Agreement.\n\n     3.5. No Fractional Shares.  In lieu of the issuance of fractional shares of\nRoweCom Stock, cash adjustments will be paid (without interest) to the\nStockholders in respect of any fractional share of RoweCom Stock that would\notherwise be issuable to them and the amount of such cash adjustments will be\ndetermined by multiplying each relevant holder's fractional interest by $46\n(such amount to be proportionately adjusted to reflect stock splits, stock\ndividends, reverse stock splits, and other recapitalizations, reorganizations,\nand similar events affecting RoweCom Stock and occurring after the date of this\nAgreement).  For purposes of determining whether, and in what amounts, a\nparticular Stockholder is entitled to receive cash adjustments under this\nsection, shares held of record by such holder and represented by multiple\nNewsEdge Stock Certificates will be aggregated.\n\n     3.6. Abandoned Property.  Neither RoweCom nor NewsEdge nor any other person\nwill be liable to any holder or former holder of shares of NewsEdge Stock for\nany shares, or any dividends or other distributions with respect thereto,\nproperly delivered to a public official pursuant to applicable abandoned\nproperty, escheat, or similar laws.\n\n     3.7. Lost Certificates, Etc.  In the event that any NewsEdge Stock\nCertificate has been lost, stolen, or destroyed, then upon receipt of\nappropriate evidence as to the ownership, loss, theft, or destruction of the\nNewsEdge Stock Certificate and of a customary indemnification agreement, RoweCom\nor its transfer agent will issue in exchange for the lost, stolen, or \n\n \n                                     - 5 -\n\ndestroyed NewsEdge Stock Certificate shares of RoweCom Stock and cash in lieu of\nany fractional shares in accordance with this Agreement.\n\n     NewsEdge Stock.\n\n     4.1  NewsEdge Stock Options and Warrants.  After the Effective Time, each\noption (a \"NewsEdge Option\") or warrant (a \"NewsEdge Warrant\") to purchase\n           ---------------                  ----------------              \nshares of NewsEdge Stock that is outstanding immediately before the Effective\nTime and listed in Section 5.4 of the attached Disclosure Schedule (each, a\n                                                                           \n\"NewsEdge Stock Option\") will cease to entitle its holder to acquire shares of\n----------------------                                                        \nNewsEdge Stock, and instead such holder will be entitled, in accordance with the\nterms of such NewsEdge Stock Option, to purchase from RoweCom up to the greatest\nnumber of whole shares of RoweCom Stock that is less than the product of (i) the\n                                                              ----------        \nnumber of shares of NewsEdge Stock subject to such NewsEdge Stock Option,\n                                                                         \nmultiplied by (ii) the Exchange Ratio; at a price per share of RoweCom Stock\n-------------                                                               \nequal to the quotient of (x) the exercise price per share of NewsEdge Stock\n             -----------                                                   \nprovided for in such NewsEdge Stock Option, divided by (z) the Exchange Ratio.\n                                            ----------                        \n\n     No scrip or fractional share interests will be issued in connection with\nthe exercise of any NewsEdge Stock Option.\n\n     Except as provided above, each NewsEdge Stock Option will remain subject\nafter the Effective Time to the same terms and conditions (including those with\nrespect to dates on which and the proportionate extent to which the NewsEdge\nStock Option may be exercised) as were applicable to the NewsEdge Stock Option\nimmediately before the Effective Time.\n\n     The adjustments provided herein with respect to any NewsEdge Stock Options\nthat are \"incentive stock options\" within the meaning of Section 422 of the Code\nwill be and are intended to be effected in a manner which is consistent with\nSection 424(a) of the Code.\n\n     As promptly as practicable, but in any event within five business days,\nfollowing the Effective Time, RoweCom will prepare and file with the SEC a\nregistration statement on Form S-8 covering the issuance of all of the shares of\nRoweCom Stock issuable upon exercise of NewsEdge Options.  RoweCom will use its\nbest reasonable efforts to cause this registration statement to remain effective\nfor so long as any NewsEdge Options remain outstanding.\n\n     RoweCom will reserve sufficient shares of RoweCom Stock for issuance under\nthis Section 4.1 hereof.\n\n \n                                     - 6 -\n\n     4.2  NewsEdge Employee Stock Purchase Plan.\n\n     (a)  NewsEdge will use all reasonable efforts, to the extent permitted by\nlaw and the provisions of the NewsEdge Employee Stock Purchase Plan (including\nthe amendment provision thereof) to cause the exercise date (as such term is\nused in the NewsEdge Employee Stock Purchase Plan) applicable to the then\ncurrent offering period (as such term is used in the NewsEdge Employee Stock\nPurchase Plan) to be the last trading day on which the shares of NewsEdge Common\nStock are traded on Nasdaq immediately prior to the Effective Time (the \"Final\nNewsEdge Purchase Date\"); provided, that, such change in the Final NewsEdge\nPurchase Date will be conditioned upon the consummation of the Merger.  On the\nFinal NewsEdge Purchase Date, NewsEdge will apply the funds credited as of such\ndate under the NewsEdge Stock Purchase Plan within each participant's payroll\nwithholdings account to the purchase of whole shares of NewsEdge Common Stock in\naccordance with the terms of the NewsEdge Employee Stock Purchase Plan.  The\ncost to each participant in the NewsEdge Stock Purchase Plan for shares of\nNewsEdge Common Stock will be the lower of 85% of the average market price of\nNewsEdge Common Stock on Nasdaq on (i) the first day of the then current\noffering period or (ii) the Final NewsEdge Purchase Date, in either event\nrounded up to the nearest quarter.\n\n     (b)  RoweCom will use all reasonable efforts to amend RoweCom's Employee\nStock Purchase Plan so that Employees of NewsEdge as of the Effective Time will\nbe permitted to participate in RoweCom's Employee Stock Purchase Plan commencing\non the first enrollment date following the Effective Time, subject to compliance\nwith the eligibility provisions of such plan (with employees receiving credit,\nfor purposes of such eligibility provisions, for service with NewsEdge).\n\n     (c)  It is the intention of the parties that notwithstanding anything\ncontained in this Agreement, the exercise price, the number of shares\npurchasable and the terms and conditions applicable to any adjustments to the\nNewsEdge Employee Stock Purchase Plan and any employee stock purchase plan\nmaintained by RoweCom will be determined so as to comply with Sections 423 and\n424 of the Code and the regulations promulgated thereunder (specifically the\nprovisions of Code Section 424(a) and 424(h)(3)(A) and Treasury Regulation\nSection 1.425-1) such that the arrangement implemented under the NewsEdge\nEmployee Stock Purchase Plan by reason of the Merger not constitute a\n\"modification.\"\n\n \n                                     - 7 -\n\n     (d) RoweCom will reserve sufficient shares of RoweCom Stock for issuance\nunder this Section 4.2.\n\n     5.   Representations and Warranties.\n\n     Each of RoweCom and NewsEdge hereby represents and warrants to the other as\nfollows, subject in each case to such exceptions as are specifically\ncontemplated by this Agreement or as are set forth in (i) its attached\nDisclosure Schedule, (ii) in its SEC Reports, or (iii) except as provided in the\nfinal sentence of Section 7.11, the disclosure supplements contemplated by that\nsection.\n\n     Except as provided in the final sentence of Section 7.11, each exception\nset forth in a party's Disclosure Schedule or any such disclosure supplement of\nthat party will be deemed to qualify each representation and warranty of that\nparty set forth in this Agreement (i) that is specifically identified (by cross-\nreference or otherwise) in its Disclosure Schedule or disclosure supplement as\nbeing qualified by such exception, or (ii) with respect to which the relevance\nof such exception is apparent on the face of the disclosure of such exception\nset forth in its Disclosure Schedule or disclosure supplement, provided, in\neither case, that the relevant facts are set forth in reasonable detail in its\nDisclosure Schedule or disclosure supplement.\n\n     5.1. Incorporation; Authority.  It is a corporation duly organized, validly\nexisting, and in good standing under the laws of the State of Delaware and has\nall requisite corporate power and authority to own or lease and operate its\nproperties and to carry on its business as now conducted.  It has delivered to\nthe other copies of its certificate of incorporation and by-laws, in each case\nwith all amendments thereto and as in full force and effect.\n\n     5.2. Authorization and Enforceability.  It has all requisite power and full\nlegal right and authority (including due approval of its Board of Directors) to\nenter into this Agreement, to perform all of its agreements and obligations\nhereunder, and (subject to its Stockholders' Approval) to consummate the Merger\nand the other transactions contemplated hereby.\n\n     This Agreement has been duly executed and delivered by it and constitutes\nits legal, valid, and binding obligation, enforceable against it in accordance\nwith the terms hereof, except as enforceability may be subject to the effect of\nany applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,\nreorganization, marshaling, or other similar laws or rules of \n\n \n                                     - 8 -\n\nlaw affecting creditors' rights and remedies generally, and to general\nprinciples of equity.\n\n     5.3. Governmental and Other Third-Party Consents, Non-Contravention, Etc.\nExcept for its Stockholders' Approval and the filing of the Merger Certificate\nand the S-4, and except as required under the HSR Act, the Securities Act, and\nthe Exchange Act no consent, approval, or authorization of or registration,\ndesignation, declaration, or filing with any governmental authority, federal or\nother, or any other person, is required on its part in connection with the\nexecution, delivery, and performance of this Agreement or its consummation of\nthe Merger and the other transactions contemplated hereby.\n\n     Its execution, delivery, and performance of its obligations under this\nAgreement and (subject to compliance with the HSR Act and to its Stockholders'\nApproval) its consummation of the Merger and the other transactions contemplated\nhereby will not violate any (i)  provision of its certificate of incorporation\nor by-laws, (ii) contract, or (iii) law.\n\n     5.4. Capitalization.\n\n     (a)  Its authorized and outstanding capital stock and other securities are\nas set forth in Section 5.4 of its Disclosure Schedule.  All of the outstanding\nshares of its capital stock are duly authorized, validly issued, fully paid, and\nnon-assessable, and were issued in compliance with all applicable laws,\nincluding securities laws, and all applicable preemptive or similar rights.\n\n     (b)  Other than as set forth in Section 5.4 of its Disclosure Schedule,\nthere are no contracts to which it is a party or by which it is bound to\npurchase or sell any shares of its capital stock or other securities, and no\nconvertible or exchangeable securities, options, warrants, or other rights to\nacquire from it any such shares or securities.\n\n     (c)  It has obtained an executed Voting Agreement from its Chief Executive\nOfficer and delivered a copy of that Voting Agreements to the other.  Its Chief\nExecutive Officer owns (of record, and to its knowledge, beneficially) the\nnumbers of shares of its capital stock indicated in Section 5.4 of its\nDisclosure Schedule.\n\n     (d)  Other than the Voting Agreements, there are no voting trusts, proxies,\nor other contracts (contingent or otherwise) to which it is a party, by which it\nis bound, or of which it is aware, with respect to the voting of any shares of\nits capital stock.\n\n \n                                     - 9 -\n     \n     (e)  The affirmative vote of the holders of a majority of the shares of its\ncommon stock entitled to vote at its stockholder meeting to be held in\naccordance with Section 7.2 (its \"Stockholders' Approval\") is the only vote or\n                                  ----------------------                      \nconsent of the holders of any class or series of its capital stock necessary to\napprove the Merger and the other transactions contemplated by this Agreement.\n\n     (f)  None of its stockholders will have any appraisal or dissenters' rights\nby reason of the Merger or the other transactions contemplated hereby.\n\n     5.5. Subsidiaries.  Section 5.5 of its Disclosure Schedule lists each of\nits Subsidiaries; and except for those listed Subsidiaries, it does not own any\nlegal and\/or beneficial interests in or to any other business enterprise or\nother person.  It owns all of the issued and outstanding capital stock of each\nof its Subsidiaries.\n\n     5.6. Qualification.  Each of it and each of its Subsidiaries is duly\nqualified and in corporate good standing as a foreign corporation in all\njurisdictions in which the character of its or such Subsidiary's owned or leased\nproperties or the nature of its or such Subsidiary's activities makes such\nqualification necessary, except for such failures to be so qualified or in good\nstanding as would not, either individually or in the aggregate, be reasonably\nlikely to have a Material Adverse Effect on it.\n\n     5.7. SEC Statements, Reports, and Documents.  Since its IPO Date, it has\ntimely filed with the SEC all forms, reports, registration statements, and\ndocuments required to be filed by it.\n\n     As of their respective dates, its SEC Reports complied in all material\nrespects with all applicable requirements of the Securities Act and the Exchange\nAct and the rules and regulations promulgated thereunder, and did not contain\nany untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary to make the statements therein, in\nlight of the circumstances under which they were made, not misleading.  None of\nits SEC Reports is required to be amended or supplemented as of the date hereof.\n\n     Its financial statements (including any related notes) included in its SEC\nReports were prepared in conformity with generally accepted accounting\nprinciples applied on a consistent basis (except as otherwise stated in the\nfinancial statements or, in the case of audited statements, the \n\n \n                                    - 10 -\n\nrelated report of its independent certified public accountants) and present\nfairly in all material respects its and its Subsidiaries' consolidated financial\nposition, results of operations, changes in stockholders' equity, and cash flows\nas of the dates and for the periods indicated; subject, in the case of unaudited\ninterim consolidated financial statements, to condensation, the absence of\nfootnote disclosure, and normal, recurring end-of-period adjustments, the effect\nof which is not material.\n\n     Except to the extent (a) reflected or reserved against in its consolidated\nbalance sheet as of September 30, 1999, included in its SEC Reports (its \"Most\n                                                                          ----\nRecent Balance Sheet\"), or (b) incurred with persons other than any of its\n--------------------                                                      \nAffiliates in the ordinary course of business after the date of such balance\nsheet, it does not have any liabilities or obligations of any nature, whether\naccrued, absolute, contingent, or otherwise (including liabilities, as guarantor\nor otherwise, in respect of obligations of others) that would be required to be\nreflected or reserved against in a balance sheet prepared in accordance with\ngenerally accepted accounting principles or referred to in the notes thereto.\n\n     5.8. Absence of Certain Changes.  Since September 30, 1999, there has not\nbeen any:  (i) material change in its or any of its Subsidiaries' assets,\nliabilities, revenues, expenses, income, or business or its or any of its\nSubsidiaries' relationships with its or their suppliers, customers, or lessors,\nother than changes that were both in the ordinary course of business and have\nnot caused, either in any case or in the aggregate, a Material Adverse Effect on\nit; (ii) acquisition or disposition by it or any of its Subsidiaries of any\nmaterial asset or property other than in the ordinary course of business; (iii)\ndeclaration, setting aside, or payment of any dividend or any other\ndistributions in respect of any shares of its or any of its Subsidiaries capital\nstock; (iv) issuance of any shares of its or any of its Subsidiaries' capital\nstock (other than issuances of shares of its common stock upon exercise of stock\noptions granted by it to its or its Subsidiaries' employees, directors, and\/or\ncontractors for compensatory purposes) or any direct or indirect redemption,\npurchase, or other acquisition by it or its Subsidiaries of the capital stock of\nany of them; (v) bonus payments or arrangements made to or with, or increase in\nthe compensation, pension, or other benefits payable or to become payable to,\nany of its or its Subsidiaries' officers or key employees or consultants, except\nin the ordinary course of business consistent with past practice; (vi)\nforgiveness or cancellation by it or its Subsidiaries of any debts, or claims or\nwaivers by it or its Subsidiaries of any rights, in each case having a value of\nmore than $50,000 in any single instance and\/or more than $250,000 in the\naggregate, and in each case other than compromises of accounts receivable in the\nordinary course \n\n \n                                    - 11 -\n\nof business; (vii) entry by it or any of its Subsidiaries into any material\ntransaction with any Affiliate; (viii) incurrence by it or any of its\nSubsidiaries of any material obligations or liabilities, whether absolute,\naccrued, contingent or otherwise (including liabilities as guarantor or\notherwise with respect to obligations of others), other than obligations and\nliabilities incurred in the ordinary course of business with persons other than\nAffiliates; (ix) incurrence or imposition of any material Lien on any of its\nassets, tangible or intangible; or (x) discharge or satisfaction by it of any\nLien or payment by it of any obligation or liability (fixed or contingent) other\nthan (A) current liabilities included in its Most Recent Balance Sheet, (B)\ncurrent liabilities to persons other than Affiliates incurred since its Most\nRecent Balance Sheet Date in the ordinary course of business, and (C) current\nliabilities incurred in connection with the this Agreement and the transactions\ncontemplated hereby.\n\n     5.9.   Properties and Assets.  It and its Subsidiaries have good and\nmarketable title or leasehold title, as the case may be, to all of their\nrespective assets and properties that they purport to own or lease, including\nall those reflected in its Most Recent Balance Sheet (except for properties or\nassets sold, consumed, or otherwise disposed of in the ordinary course of\nbusiness since the Most Recent Balance Sheet Date) and all those acquired since\nthe date of the Most Recent Balance Sheet; all free and clear of material Liens.\nAll such properties and assets are in good condition and repair, reasonable\nwear-and-tear excepted, and are adequate to carry on the business of it and its\nSubsidiaries as currently conducted.\n\n     5.10.  Intellectual Properties.\n\n     (a)    It and its Subsidiaries own, or have the right to use, sell or\nlicense all intellectual property utilized in their respective businesses as\npresently conducted (such intellectual property and the rights thereto are\ncollectively referred to herein as the \"IP Rights\"), except for any failure to\n                                        ---------  \nown or have the right to use, sell or license that would not have a Material\nAdverse Effect on it.\n\n     (b)    The execution, delivery and performance of this Agreement and the\nconsummation of the transactions contemplated hereby will not constitute a\nbreach of any instrument or agreement governing any of its IP Rights (the \"IP\n                                                                           --\nRights Agreements\"), will not cause the forfeiture or termination or give rise\n-----------------                                                             \nto a right of forfeiture or termination of any of its IP Rights or impair its\nright or the right of its Subsidiaries or the Surviving Corporation to use, sell\nor license any of its IP Rights or portion thereof, except for the occurrence of\nany such breach, forfeiture, termination or \n\n \n                                    - 12 -\n\nimpairment that would not individually or in the aggregate, result in a Material\nAdverse Effect on it.\n\n     (c)    (i) neither the manufacture, marketing, license, sale or intended\nuse of any product or technology currently licensed or sold or under development\nby it or any of its Subsidiaries violates any license or agreement between it or\nany of its Subsidiaries and any third party or, to its knowledge infringes any\nintellectual property right of any other party; and (ii) there is no pending or,\nto its knowledge, threatened claim or litigation contesting the validity,\nownership or right to use, sell, license or dispose of any of its IP Rights, nor\nhas it received any written notice asserting that any of its IP Rights or the\nproposed use, sale, license or disposition thereof conflicts or will conflict\nwith the rights of any other party, except, with respect to clauses (i) and\n(ii), for any violations, infringements, claims or litigation that would not\nhave a Material Adverse Effect on it.\n\n     (d)    It has taken reasonable and practicable steps designed to safeguard\nand maintain the secrecy and confidentiality of, and its proprietary rights in,\nall of its IP Rights.\n\n     5.11.  Indebtedness.  At the date of this Agreement, neither it nor its\nSubsidiaries has any Indebtedness outstanding except as set forth in its SEC\nReports or in Section 5.11 of its Disclosure Schedule.  It is not in default or\nmaterial breach with respect to any outstanding Indebtedness or any related\ncontract, and no such Indebtedness or related contract purports to limit the\nissuance of any securities by it or its Subsidiaries, or (except for customary\nrepresentations and warranties and affirmative and negative covenants, and\nexcept as set forth in Section 5.11 of its Disclosure Schedule) the operation of\nits or its Subsidiaries businesses.  Copies of all contracts (including all\namendments, supplements, waivers, and consents) relating to any Indebtedness of\nit or its Subsidiaries have been furnished or made available to the other.\n\n     5.12.  Absence of Undisclosed Liabilities.  Except to the extent (a)\nreflected or reserved against in the Most Recent Balance Sheet, or (b) described\nin Section 5.12 of its Disclosure Schedule, neither it nor any of its\nSubsidiaries has any liabilities or obligations of any nature, whether accrued,\nabsolute, contingent, or otherwise (including liabilities, as guarantor or\notherwise, in respect of obligations of others) that would be required to be\nreflected or reserved against in a balance sheet prepared in accordance with\ngenerally accepted accounting principles or referred to in the notes thereto.\n\n \n                                    - 13 -\n\n     5.13.  Taxes.\n\n     (a)    Filing of Tax Returns and Payment of Taxes.  It and its Subsidiaries\nhave timely filed all material Tax Returns required to be filed by them, each\nsuch Tax Return has been prepared in compliance with all applicable laws and\nregulations, and all such Tax Returns are true and accurate in all material\nrespects.  All Taxes due and payable by it and its Subsidiaries have been paid,\nand neither it nor its Subsidiaries will be liable for any additional Taxes in\nrespect of any taxable period ending before the Closing Date in an amount that\nexceeds the corresponding reserve therefor, if any, reflected in their\naccounting records.\n\n     (b)    Deficiencies. No deficiency or proposed adjustment in respect of\nTaxes that has not been settled or otherwise resolved has been by written notice\nasserted or assessed by any taxing authority against it or its Subsidiaries.\n\n     (c)    Liens. There are no Liens for Taxes (other than current Taxes not\nyet due and payable) on the assets of it or its Subsidiaries.\n\n     (d)    Extensions to Statute of Limitations for Assessment of Taxes.\nNeither it nor its Subsidiaries has consented to extend the time in which any\nTax may be assessed or collected by any taxing authority.\n\n     (e)    Extensions of the Time for Filing Tax Returns. Neither it nor any of\nits Subsidiaries has requested or been granted an extension of the time for\nfiling any Tax Return to a date on or after the Closing Date.\n\n     (f)    Pending Proceedings.  There is no action, suit, taxing authority\nproceeding, or audit with respect to any Tax now in progress, pending, or to the\nbest of its knowledge, threatened, against or with respect to (i)  it or its\nSubsidiaries, or (ii) any Affiliated Group with respect to a taxable period\nduring which it or any of its Subsidiaries was a member of such Affiliated\nGroup.\n\n     (g)    No Failures to File Tax Returns.  No claim has ever been made by a\ntaxing authority in a jurisdiction where it or any of its Subsidiaries does not\npay Tax or file Tax Returns that it or such Subsidiary is or may be subject to\nTaxes assessed by such jurisdiction.\n\n     (h)    Membership in Affiliated Groups, Etc. Neither it nor its\nSubsidiaries has ever been a member of any Affiliated Group, or filed or been\nincluded in a combined, consolidated, or unitary Tax Return (other than one of\nwhich it was the common parent).\n\n \n                                     -14-\n\n     (i)   Tax Sharing, Allocation, or Indemnity Agreements.  Neither it nor its\nSubsidiaries is a party to or bound by any Tax sharing or allocation agreement\nor has any current or potential contractual obligation to indemnify any other\nperson with respect to Taxes.\n\n     (j)   Withholding Taxes.  It and its Subsidiaries have withheld and paid\nall Taxes required to have been withheld and paid by them in connection with\namounts paid or owing to any employee, creditor, independent contractor, or\nother person.\n\n     (k)   Section 341(f) Consent.  Neither it nor its Subsidiaries has filed a\nconsent under Code Section 341(f) concerning collapsible corporations.\n\n     (l)   Parachute Payments.  Prior to entering into this Agreement, neither\nit nor any of its Subsidiaries made any payments, was obligated to make any\npayments, or was a party to any contract that could obligate any of them to make\nany payments that will not be deductible under Sections 162(m) or 280G of the\nCode.\n\n     (m)   Tax Reorganization.  Neither it nor its Subsidiaries has taken or\nagreed to take any action or knows of any fact, agreement, plan, or other\ncircumstance that may prevent the Merger from qualifying as a reorganization\nwithin the meaning of Section 368(a) of the Code.\n\n     5.14. Employee Benefit Plans.\n\n     (a)   Except as described in Section 5.14(a) of its Disclosure Schedule,\nneither it nor its Subsidiaries now maintains or contributes to, or has any\nliability in respect of, any pension, profit-sharing, deferred compensation,\nbonus, stock option, share appreciation right, severance, group or individual\nhealth, dental, medical, life insurance, survivor benefit, or similar plan,\npolicy, or arrangement, whether formal or informal, for the benefit of any\ndirector, officer, consultant or employee, whether active or terminated, of any\nof them.  (Each of the arrangements set forth in Section 5.14(a) of its\nDisclosure Schedule is hereinafter referred to as an \"Employee Benefit Plan.\")\n                                                      ---------------------   \n\n     (b)   It has delivered to the other copies of each Employee Benefit Plan,\nand with respect to each such Plan (i) any associated trust, custodial,\ninsurance, or service agreements, (ii) any annual report, actuarial report, or\ndisclosure materials (including specifically any summary plan descriptions)\n\n \n                                     -15-\n\nsubmitted to any governmental agency or distributed to participants or\nbeneficiaries thereunder in the current or any of the three preceding calendar\nyears, and (iii) the most recently received Internal Revenue Service (\"IRS\")\n                                                                       ---\ndetermination letters and any governmental advisory opinions or rulings.\n\n     (c)   To the best of its knowledge, each Employee Benefit Plan is and has\nbeen maintained and operated in substantial compliance with the terms of such\nPlan and with the requirements prescribed (whether as a matter of substantive\nlaw or as necessary to secure favorable tax treatment) by any and all laws,\nincluding but not limited to ERISA and the Code and applicable to such Plan.\nEach Employee Benefit Plan that is intended to qualify under Section 401(a) of\nthe Code and each trust forming part of an Employee Benefit Plan which is\nintended to qualify under Section 501(c)(9) of the Code is specifically so\nidentified in Section 5.14(a) of its Disclosure Schedule and has been determined\nby the IRS to be so qualified, and to the best of its knowledge, nothing has\noccurred that has resulted or is likely to result in the revocation of such\ndetermination as to such Plan or trust.\n\n     (d)    (i)  There is no pending, or to the best of its knowledge,\n     threatened, legal action, proceeding, or investigation, other than routine\n     claims for benefits, concerning any Employee Benefit Plan, or to the best\n     of its knowledge, any fiduciary or service provider thereof, and to the\n     best of its knowledge, there is no basis for any such legal action,\n     proceeding, or investigation.\n\n           (ii)  No liability (contingent or otherwise) to the PBGC or any \n     multi-employer plan has been incurred by it or its Subsidiaries or any of\n     their respective ERISA affiliates (other than insurance premiums satisfied\n     in due course).\n\n           (iii) To the best of its knowledge, no Employee Benefit Plan nor any\n     party in interest with respect thereof, has engaged in a prohibited\n     transaction that could subject it or its Subsidiaries directly or\n     indirectly to liability under Section 409 or 502(i) of ERISA or Section\n     4975 of the Code.\n\n           (iv)  To the best of its knowledge, no communication, report, or\n     disclosure has been made that, at the time made, did not reflect accurately\n     in all material respects the terms and operations of any Employee Benefit\n     Plan.\n\n \n                                     -16-\n\n           (v)   No Employee Benefit Plan provides welfare benefits subsequent\n     to termination of employment to employees or their beneficiaries (except to\n     the extent required by applicable state insurance laws and Title I, Part 6\n     of ERISA), other than (A) coverage mandated by applicable law, (B) benefits\n     the full cost of which is borne by the current or former employees (or\n     their beneficiaries), and (C) benefits that have already been satisfied in\n     full.\n\n     (e)   With respect to each Employee Benefit Plan for which a separate fund\nof assets is or is required to be maintained, full payment has been made of all\namounts that it or its Subsidiaries are required, under the terms of each such\nPlan, to have paid as contributions to that Plan. The current value of the\nassets of each such Employee Benefit Plan, as of the end of the most recently\nended plan year of that Plan, exceeded the current value of all accrued benefits\nunder that Plan.\n\n     (f)   Except as provided in Section 5.14(f) of the Disclosure Schedule, the\nexecution of this Agreement and the consummation of the transactions\ncontemplated hereby will not result in any payment (whether of severance pay or\notherwise) becoming due from any Employee Benefit Plan to any current or former\ndirector, officer, consultant, or employee of it or its Subsidiaries or result\nin the vesting, acceleration of payment, or increases in the amount of any\nbenefit payable to or in respect of any such current or former director,\nofficer, consultant, or employee.\n\n     (g)   No Employee Benefit Plan is a multi-employer plan or subject to\nSection 412 of the Code or Title IV of ERISA.\n\n     (h)   For purposes of this Section 5.14, \"multi-employer plan,\" \"party in\n                                               -------------------    --------\ninterest,\" \"current value,\" \"accrued benefit,\" \"reportable event,\" and \"benefit\n--------    -------------    ---------------    ----------------        -------\nliability\" have the same meaning assigned such terms under Sections 3, 4043(b)\n---------                                                                     \nor 4001(a) of ERISA, and \"ERISA affiliate\" means any entity that under Section\n                          ---------------                                     \n414 of the Code is treated as a single employer with the person making the\nrelevant representation.\n\n     5.15. Safety and Environmental Matters.\n\n     (a)   None of the plants, offices, or properties in or on which it or its\nSubsidiaries carries on business nor any of the activities carried on by it or\nits Subsidiaries are in violation of any zoning, health, or safety law,\nincluding the Occupational Safety and Health Act of 1970, as amended, excluding\nonly such violations as will not, either individually or in the aggregate, have\na Material Adverse Effect on it.\n\n \n                                     -17-\n\n     (b)   Neither it nor its Subsidiaries, nor to the best of its knowledge,\nany operator of any real property presently or formerly owned, leased, or\noperated by it or its Subsidiaries is in violation or alleged violation of any\njudgment, decree, order, law, license, rule or regulation pertaining to\nenvironmental matters, including the Environmental Laws, excluding only such\nviolations as will not, either individually or in the aggregate, have a Material\nAdverse Effect on it.\n\n     (c)   Neither it nor any of its Subsidiaries has received notice from any\nthird party, including any federal, state, foreign, or local governmental\nauthority, that (i) any of them has been identified by the EPA as a potentially\nresponsible party under CERCLA with respect to a site listed on the National\nPriorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) any Hazardous\nSubstance that it or any of its Subsidiaries has generated, transported,\nhandled, used, or disposed of has been found at any site at which a federal,\nstate, foreign, or local agency or other third party has conducted or has\nordered that it or its Subsidiaries conduct a remedial investigation, removal,\nor other response action pursuant to any Environmental Law; or (iii) it or any\nof its Subsidiaries is or will be a named party to any claim, action, cause of\naction, complaint (contingent or otherwise), or legal or administrative\nproceeding arising out of any third party's incurrence of costs, expenses,\nlosses, or damages of any kind whatsoever in connection with the release of any\nHazardous Substance.\n\n     (d)   (i)  No portion of any real property presently or formerly owned,\nleased, or operated by it or any of its Subsidiaries has been used by it or any\nof its Subsidiaries, or to the best of its knowledge, by any other person, for\nthe handling, usage, manufacturing, processing, storage, or disposal of any\nHazardous Substance except in accordance in all material respects with\napplicable Environmental Laws; and no underground tank or other underground\nstorage receptacle for any Hazardous Substance is located on any real property\npresently owned, leased, or operated by it or any of its Subsidiaries, or to the\nbest of its knowledge, any real property formerly owned, leased, or operated by\nit or any of its Subsidiaries; (ii) in the course of the activities conducted by\nit or any of its Subsidiaries, and to the best of its knowledge, those of any\nother operators of any real property presently or formerly owned, leased, or\noperated by it or any of its Subsidiaries, no Hazardous Substance has been\ngenerated, stored, or used on such properties except in accordance with\napplicable Environmental Laws; (iii) to the best of its knowledge, there have\nbeen no releases (i.e. any past or present releasing, spilling, leaking,\npumping, pouring, emitting, emptying, discharging, injecting, escaping,\ndisposing, or dumping) or \n\n \n                                     -18-\n\nthreatened releases of any Hazardous Substance on, upon, into, or from any real\nproperty presently or formerly owned, leased, or operated by it or any of its\nSubsidiaries; (iv) to the best of its knowledge, there have been no releases on,\nupon, from, or into any real property in the vicinity of any real property\npresently or formerly owned, leased, or operated by it or any of its\nSubsidiaries that, through soil or groundwater contamination, may have come to\nbe located on, any of the real property presently or formerly owned, leased, or\noperated by it or any of its Subsidiaries; and (v) any Hazardous Substance that\nhave been generated by it or any of its Subsidiaries, or to its knowledge, by\nany other person, on any real property presently or formerly owned, leased, or\noperated by it or any of its Subsidiaries, has been transported offsite only by\ncarriers having an identification number issued by the EPA and treated or\ndisposed of only by treatment or disposal facilities having, to its knowledge,\nvalid permits as required under applicable Environmental Laws, which\ntransporters and facilities, to its, have been and are operating in compliance\nwith such permits and applicable Environmental Laws.\n\n     (e)     No real property presently owned, leased, or operated by it or any\nof its Subsidiaries, and to the best of its knowledge, no real property formerly\nowned, leased, or operated by it or any of its Subsidiaries, is subject to any\nEnvironmental Law requiring the performance of any Hazardous Substance site\nassessment, the removal or remediation of any Hazardous Substance, the giving of\nnotice to any governmental agency or other person, or the recording and\/or\ndelivery to any governmental agency or other person of any environmental\ndisclosure statement or document, by reason of, or as a condition to the\neffectiveness of, the Merger or the other transactions contemplated hereby.\n\n     5.16.   Labor Relations.  It and its Subsidiaries are and have been in\ncompliance in all material respects with all federal and state laws respecting\nemployment and employment practices, terms and conditions of employment, wages\nand hours, and nondiscrimination in employment, and are not and have not been\nengaged in any unfair labor practice.  There is no charge or proceeding pending,\nor to the best of its knowledge, threatened, against it or any of its\nSubsidiaries alleging unlawful discrimination in employment practices or unfair\nlabor practice before any court or agency, including the National Labor\nRelations Board.  There is no labor strike, dispute, work slow-down, or work\nstoppage pending, or to the best of its knowledge, threatened against or\ninvolving it or any of its Subsidiaries.  No one has petitioned within the last\nfive years or is now petitioning for union representation of any of the\nemployees of it or any of its Subsidiaries.  No grievance or arbitration\nproceeding arising out of or under any collective \n\n \n                                     -19-\n\nbargaining agreement is pending against it or any of its Subsidiaries and no\nclaim therefor has been asserted. Except for employees covered by the collective\nbargaining agreements listed in Section 5.16 of its Disclosure Schedule, none of\nthe employees of it or any of its Subsidiaries is covered by any collective\nbargaining agreement, and no collective bargaining agreement is currently being\nnegotiated by it or any of its Subsidiaries. It has not experienced any work\nstoppage or other material labor difficulty during the last five years.\n\n     5.17. Litigation.  No litigation, arbitration, action, suit, proceeding,\nor investigation (whether conducted by any judicial or regulatory body,\narbitrator, or other person) is pending (as evidenced by its or any of its\nSubsidiaries' receipt of service of process or other written notice of such\npendency), or to the best of its knowledge, threatened, against it or any of its\nSubsidiaries, nor is there any basis therefor known to it.\n\n     5.18. Agreements, Contracts and Commissions.  Except as set forth in\nSection 5.18 of its Disclosure Schedule, neither it nor any of its Subsidiaries\nis a party to or is bound by:\n\n     (a)   any collective bargaining agreements;\n\n     (b)   any bonus, deferred compensation, incentive compensation, pension,\nprofit sharing or retirement plans, or any other employee benefit plans or\narrangements;\n\n     (c)   any employment or consulting agreement contract or commitment with\nany officer or director level employee, not terminable by it or any of its\nSubsidiaries on thirty (30) days notice without liability, except to the extent\ngeneral principles of wrongful termination law may limit it's or any of its\nSubsidiaries' ability to terminate employees at will;\n\n     (d)   any agreement or plan, including, without limitation, any stock\noption plan, stock appreciation right plan or stock purchase plan, any of the\nbenefits of which all will be increased, or the vesting of benefits of which\nwill be accelerated, by the occurrence of any of the transactions contemplated\nby this Agreement or the value of any of the benefits of which will be\ncalculated on the basis of any of the transactions contemplated by this\nAgreement;\n\n     (e)   any agreement of indemnification or guaranty not entered into in the\nordinary course of business other than indemnification agreements between it or\nany of its Subsidiaries and any of its officers or directors;\n\n \n                                     -20-\n\n     (f)   any agreement, contract or commitment containing any covenant\nlimiting the freedom of it or any of its Subsidiaries to engage in any line of\nbusiness or compete with any person;\n\n     (g)   any agreement, contract or commitment relating to capital\nexpenditures and involving future obligations in excess of $100,000 and not\ncancelable without penalty;\n\n     (h)   any agreement, contract or commitment currently in force relating to\nthe disposition or acquisition of assets not in the ordinary course of business\nor any ownership interest in any corporation, partnership, joint venture or\nother business enterprise;\n\n     (i)   any mortgage, indenture, loans or credit agreements, security\nagreements or other agreements or instruments relating to the borrowing of money\nor extension of credit;\n\n     (j)   any joint marketing or development agreement;\n\n     (k)   any distribution agreement (identifying any that contain exclusivity\nprovisions);\n\n     (l)   any other agreement, contract or commitment (excluding real and\npersonal property leases) which involve payment by it or any of its Subsidiaries\nunder any such agreement, contract or commitment of $100,000 or more in the\naggregate and is not cancelable without penalty within thirty (30) days.\n\n     Neither it nor any of its Subsidiaries, nor to it's knowledge any other\nparty to a Significant Contract (as defined below), has breached, violated or\ndefaulted under, or received notice that it has breached violated or defaulted\nunder, any of the material terms or conditions of any of the agreements,\ncontracts or commitments to which it is a party or by which it is bound of the\ntype described in clauses (a) through (1) above (any such agreement, contract or\ncommitment, a \"Significant Contract\") in such a manner as would permit any other\n               --------------------                                             \nparty to cancel or terminate any such Significant Contract, or would permit any\nother party to seek damages, which would have a Material Adverse Effect on it.\n\n     5.19. Potential Conflicts of Interest.  No officer, director, or\nstockholder of it or any of its Subsidiaries (a) owns, directly or indirectly,\nin whole or in part, any tangible or intangible property that it or any of its\nSubsidiaries is using or the use of which is necessary for the business of it or\nany of its Subsidiaries; or (b) to the best of its knowledge, has any cause of\naction or other claim whatsoever against, or owes any amount to, it or \n\n \n                                     -21-\n\nany of its Subsidiaries, except for claims in the ordinary course of business,\nsuch as for accrued vacation pay, accrued benefits under its Employee Benefit\nPlans, accrued expense reimbursements, and similar matters and agreements.\n\n     5.20. Employment of Officers, Employees.  The name and current annual\nsalary and other compensation payable by it or any of its Subsidiaries to each\nexempt non-hourly employee whose current total annual compensation or estimated\ncompensation (including but not limited to wages, salary, commissions, normal\nbonus, profit sharing, deferred compensation, and other extra compensation, but\nexcluding the value of employee stock options and employee stock purchase rights\ngranted) is $120,000 or more, with the exception of sales personnel who are not\nofficers, are as set forth in Section 5.20 of its Disclosure Schedule.\n\n     5.21. Brokers.  Except as indicated in Section 5.21 of its Disclosure\nSchedule, no finder, broker, agent, or other intermediary has acted for or on\nbehalf of it or any of its Subsidiaries in connection with the negotiation,\npreparation, execution, or delivery of this Agreement or the consummation of the\nMerger or the other transactions contemplated hereby.\n\n     5.22. Compliance with Other Agreements, Laws, Etc. It and its Subsidiaries\nhave complied with, and are in compliance with, (a) all laws, (b) all unwaived\nterms and provisions of all contracts to which any of them is a party, or by\nwhich any of them or any of their respective properties is subject, and (c) its\ncertificate of incorporation and by-laws or other constating documents,\nrespectively, each as amended to date; in the case of the preceding clauses (a)\nand (b), excepting only any such noncompliances that, both individually and in\nthe aggregate, have not resulted and will not result in any Material Adverse\nEffect on it. Neither it nor any of its Subsidiaries has been charged with, or\nto the best of its knowledge, been under investigation with respect to, any\nviolation of any provision of any law. It has and maintains all such licenses,\npermits, and other authorizations of governmental authorities as are necessary\nfor or material to the conduct of its or its Subsidiaries' businesses or in\nconnection with its or its Subsidiaries' ownership or use of their respective\nproperties (other than those the absence of which would not have a Material\nAdverse Effect on it), all of which are in full force and effect, and except as\ndescribed in Section 5.22 of its Disclosure Schedule, none of which will\nterminate or otherwise be adversely affected as a result of the consummation of\nthe Merger and the other transactions contemplated hereby.\n\n \n                                     -22-\n\n     5.23. Ownership of Other's Stock.  Neither it nor any of its Subsidiaries,\nnor to the best of its knowledge, any of its affiliates or associates (as such\nterms are defined under the Exchange Act) beneficially owns, directly or\nindirectly, or is a party to or bound by any contract (other than this Agreement\nand the Voting Agreements) with respect to the acquisition, holding, voting, or\ndisposition of any shares of the capital stock or other securities of the other,\nother than through any mutual fund or other similar investment vehicle over\nwhich no investment discretion is retained.\n\n     5.24. Fairness Opinion.  Its board of directors has received the oral\nopinion of its Financial Advisor that the Exchange Ratio is fair, from a\nfinancial point of view, to it and its stockholders.\n\n     5.25. Disclosure.  None of its representations and warranties set forth in\nthis Agreement or in any other agreement, instrument, certificate, or other\ndocument delivered by it in connection with this Agreement, the Merger, or any\nof the other transactions contemplated hereby contains or will contain any\nuntrue statement of a material fact or omits or will omit to state a material\nfact required to be stated therein or necessary to make the statements contained\ntherein not false or misleading.\n\n     6.    Additional Representations and Warranties of RoweCom and Merger Sub.\nRoweCom and Merger Sub, jointly and severally, hereby represent and warrant to\nNewsEdge as follows:\n\n     6.1.  Incorporation; Authority.  Merger Sub is a corporation duly\norganized, validly existing, and in good standing under the laws of the State of\nDelaware and has all requisite corporate power and authority to own or lease and\noperate its properties and to carry on its business as now conducted. Merger Sub\nhas delivered to NewsEdge copies of its certificate of incorporation and by-\nlaws, in each case with all amendments thereto and as in full force and effect.\n\n     6.2.  New Company.  Merger Sub has been organized for the specific purpose\nof engaging in the Merger and the other transactions contemplated hereby and has\nnot incurred any material liabilities, conducted any material business, or\nentered into any material contracts or commitments, in each case except such as\nare in furtherance of or incidental to such transactions.\n\n     6.3.  Authorization and Enforceability.  Merger Sub has all requisite power\nand full legal right and authority (including due approval of its Board of\nDirectors and of RoweCom, its sole stockholder) to enter into this Agreement, to\nperform all of its agreements and obligations hereunder, \n\n \n                                     -23-\n\nand to consummate the Merger and the other transactions contemplated hereby.\n\n     This Agreement has been duly executed and delivered by Merger Sub and\nconstitutes its legal, valid, and binding obligation, enforceable against it in\naccordance with the terms hereof, except as enforceability may be subject to the\neffect of any applicable bankruptcy, insolvency, fraudulent conveyance,\nmoratorium, reorganization, marshaling, or other similar laws or rules of law\naffecting creditors' rights and remedies generally, and to general principles of\nequity.\n \n     6.4.  Governmental and Other Third-Party Consents, Non-Contravention, Etc.\nExcept as required under the HSR Act, no consent, approval, or authorization of\nor registration, designation, declaration, or filing with any governmental\nauthority, federal or other, or any other person, is required on Merger Sub's\npart in connection with the execution, delivery, and performance of this\nAgreement or the consummation of the Merger and the other transactions\ncontemplated hereby.\n\n     Subject to compliance with the HSR Act, Merger Sub's execution, delivery,\nand performance of this Agreement and the consummation of the Merger and the\nother transactions contemplated hereby will not violate any (i)  provision of\nits certificate of incorporation or by-laws, (ii) contract, or (iii) law.\n\n     6.5.  Capitalization.\n\n     (a)   Merger Sub's authorized capital stock consists of one share of common\nstock, $0.01 par value per share, which is issued and outstanding and held and\nowned (of record and beneficially) by RoweCom.  Such outstanding share is duly\nauthorized, validly issued, fully paid, and non-assessable, and was issued in\ncompliance with all applicable laws, including securities laws, and all\napplicable preemptive or similar rights.\n\n     (b)   There are no contracts to which Merger Sub is a party or by which it\nis bound to purchase or sell, and no convertible or exchangeable securities,\noptions, warrants, or other rights to acquire from it any shares of its capital\nstock or other securities.\n\n     (c)   There are no voting trusts, proxies, or other contracts (contingent\nor otherwise) to which Merger Sub is a party or by which it is bound with\nrespect to the voting of any shares of its capital stock.\n\n \n                                     -24-\n\n     (d)   None of Merger Sub's stockholders will have any appraisal or\ndissenters' rights by reason of the Merger or the other transactions\ncontemplated hereby.\n\n     6.6.  Qualification.  Merger Sub is not required to be qualified as a\nforeign corporation in any jurisdiction.\n\n     6.7.  Subsidiaries.  Merger Sub has no Subsidiaries and does not own any\nlegal and\/or beneficial interests in or to any other business enterprise or\nother person.\n\n     7.    Mutual Covenants.  From and after the date of this Agreement and\nuntil the Closing, except as otherwise specifically agreed by RoweCom and\nNewsEdge:\n\n     7.1.  S-4.\n\n     (a)   RoweCom and NewsEdge will cooperate in the preparation of the S-4,\nand RoweCom will file it with the SEC. The parties will use their best\nreasonable efforts to have the S-4 declared effective by the SEC as promptly as\npracticable.\n\n     (b)   Each of RoweCom and NewsEdge will promptly:\n\n           (i)   provide the other with drafts of all correspondence intended to\n     be sent to the SEC in connection with the S-4, the Merger, or the other\n     transactions contemplated by this Agreement, and will permit the other a\n     reasonable opportunity to comment thereon prior to delivery to the SEC;\n\n           (ii)  notify the other promptly of the receipt of any comments of or\n     requests by the SEC or any governmental official with respect to the S-4,\n     the Merger, or the other transactions contemplated by this Agreement;\n\n           (iii) provide the other with copies of correspondence between such\n     party and its representatives, on the one hand, and the SEC or members of\n     its staff or any other appropriate governmental officials, on the other\n     hand, with respect to the S-4, the Merger, or the other transactions\n     contemplated by this Agreement;\n\n           (iv)  use its best reasonable efforts to obtain and provide the\n     information requested to be included in the S-4, to respond promptly \n\n \n                                     -25-\n\n     to any comments made by the SEC or any other governmental official with\n     respect to the S-4, the Merger, or the other transactions contemplated by\n     this Agreement, and to cause the applicable proxy statement contained\n     within the S-4 to be mailed to its stockholders at the earliest practicable\n     time;\n\n           (v)   advise the other of receiving notice of the time when the\n     Registration Statement has become effective, of the issuance or any stop\n     order, of the initiation or threat of any proceeding for any such purpose,\n     or of any request by the SEC for the amendment or supplement of the S-4 or\n     for any additional information; and\n\n           (vi)  provide the other with copies of all documents of the types\n     referred to in the definition of its \"SEC Reports\" that are filed by it\n     with the SEC after the date hereof and prior to the Closing.\n\n     (c)   Each of RoweCom and NewsEdge warrants that none of the information\nprovided or to be provided by it for inclusion in the S-4 will, at the time the\nS-4 is declared effective, or as of the time the proxy statement\/prospectus is\nmailed to its or the other's stockholders, or as of the times of the respective\nmeetings of its and the other's stockholders held in accordance with Section\n7.2, contain any untrue statement of a material fact or omit to state any\nmaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in light of the circumstances under which they are made, not\nmisleading.\n\n     7.2.  Stockholders' Approvals.  Each of RoweCom and NewsEdge will (i) as\npromptly as practicable, take all steps necessary duly to call, give notice of,\nconvene, and hold a meeting of its stockholders for the purposes of approving\nthis Agreement, the Merger, and the other transactions contemplated hereby, and\nfor such other purposes (not inconsistent with any of the foregoing) as may be\nnecessary or desirable in connection therewith, (ii) (in the case of NewsEdge,\nsubject to Section 8.16) recommend to its  stockholders and solicit proxies for,\nthe approval of such matters to be submitted by it to its stockholders, and\n(iii) (in the case of NewsEdge, subject to Section 8.16) use its best efforts to\nobtain the necessary approvals by its stockholders of such matters.\n\n     7.3.  HSR Act.  Each of RoweCom and NewsEdge will:\n\n     (a)   as promptly as is practicable, but in any event within five business\ndays following the execution of this Agreement, make its required filings under\nthe HSR Act;\n\n \n                                     -26-\n\n     ((b)  as promptly as is practicable after receiving any governmental\nrequest under the HSR Act for additional information, documents, or other\nmaterials, use its best reasonable efforts to comply with such request;\n\n     (c)   cooperate with the other in connection with resolving any\ngovernmental inquiry or investigation relating to their respective HSR Act\nfilings, the Merger, or any related inquiry or investigation;\n\n     (d)   promptly inform the other of any communication with, and any proposed\nunderstanding, agreement, or undertaking with any governmental entity relating\nto their respective HSR Act filings, the Merger, or any related inquiry or\ninvestigation; and\n\n     (e)   to the extent reasonably practicable, give the other reasonable\nadvance notice of, and the opportunity to participate in (directly or through\nits representatives), any meeting or conference with any governmental entity\nrelating to their respective HSR Act filings, the Merger, or any related inquiry\nor investigation.\n\n     7.4.  Other Required Consents.  Each of the parties will cooperate with the\nothers and use all reasonable efforts to prepare all necessary documentation, to\neffect all necessary filings, and to obtain all necessary permits, consents,\napprovals, and authorizations of all governmental bodies and other third parties\n(public or private) necessary to consummate the Merger or the other transactions\ncontemplated by this Agreement.  Each party will have the right to review and\napprove in advance all descriptions of or with respect to it that appear in any\nfiling with any governmental body made in connection with the transactions\ncontemplated by this Agreement.  In exercising the foregoing right, the parties\nwill act reasonably and as promptly as practicable.\n\n     7.5.  Satisfaction of Conditions.  Each of the parties will use its best\nreasonable efforts to cause the satisfaction as promptly as possible of each of\nthe conditions contained in Sections 9 through 11 that impose obligations on it\nor require action on its part or the part of any of its stockholders or\nAffiliates.\n\n     7.6.  Tax-Free Reorganization Treatment.  No party will take or cause or\npermit to be taken any action, whether before or after the Effective Time, that\nwould disqualify the Merger as a \"reorganization\" within the meaning of Section\n368(a) of the Code.\n\n \n                                     -27-\n\n     7.7.  [Reserved].\n\n     7.8.  Tax Matters.  The parties intend that the Merger constitute a \"tax-\nfree reorganization\" under Section 368(a) of the Code, and agree to report the\nMerger as such on their respective tax returns.  The parties understand and\nagree that none of them is making any representation or warranty with respect to\nthe tax consequences of this Agreement, the Merger, or the other transactions\ncontemplated hereby, provided, however, that each of RoweCom and NewsEdge will\n(a) provide representations as to factual matters in a certificate to be\nfurnished to the other party's tax counsel or accountants to permit such counsel\nor accountants to determine whether they may render the tax matters opinion\nreferred to in Section 9.6, and (b) use its best reasonable efforts to obtain,\nas promptly as is practicable following the date hereof and in any event before\nthe Effective Time of the Merger, such oral or written assurances as it\nreasonably deems sufficient to enable it to execute and deliver such certificate\nsubstantially in the form of that attached as an exhibit to the tax matters\nopinion of the other party's tax counsel or accountants referred to in Section\n9.6.\n\n     7.9.  Further Assurances.  Subject to the terms and conditions set forth in\nthis Agreement, from time to time both before and after the Effective Time, each\nof the parties will use his or its best reasonable efforts, as promptly as is\npracticable to take or cause to be taken all actions, and to do or cause to be\ndone all other things, as are necessary, proper, or advisable to consummate and\nmake effective the Merger and the other transactions contemplated hereby.\n\n     7.10. NASDAQ\/NMS Application.  RoweCom will promptly prepare and submit to\nthe National Association of Securities Dealers, Inc. a listing application\ncovering the shares of RoweCom Stock into which shares of NewsEdge Stock are to\nbe converted in the Merger, and will use its best reasonable efforts to cause\nsuch shares to be approved for listing in The NASDAQ National Market, subject to\nofficial notice of issuance.\n\n     7.11. Disclosure Supplements.  From time to time before the Closing, and\nin any event immediately before the Closing, each of RoweCom and NewsEdge will\npromptly advise the other in writing of any matter hereafter arising or becoming\nknown to the disclosing party that, if existing, occurring, or known at or\nbefore the date of this Agreement, would have been required to be set forth or\ndescribed in its Disclosure Schedule, or that is necessary to correct any\ninformation in its Disclosure Schedule that is or has become inaccurate.\n\n \n                                    - 28 -\n\n\n     No such disclosure will be taken into account in determining whether the\nconditions to the other party's obligations to consummate the transactions\ncontemplated by this Agreement have been satisfied.\n\n     7.12.     Public Announcements. RoweCom and NewsEdge will consult with each\nother before issuing any press release or otherwise making any public statements\nwith respect to the Merger or this Agreement and will not issue any such press\nrelease or make any such public statement without the prior consent of the other\nparty, which will not be unreasonably withheld or delayed; provided, however,\nthat a party may, without the prior consent of the other party, issue such press\nrelease or make such public statement as may upon the advice of counsel be\nrequired by law or the National Association of Securities Dealers, Inc. if it\nhas used all reasonable efforts to consult with the other party.\n\n     7.13.     Conveyance Taxes. RoweCom and NewsEdge will cooperate in the\npreparation, execution and filing of all returns, questionnaires, applications\nor other documents regarding any real property transfer or gains, sales, use,\ntransfer, value added, stock transfer and stamp taxes, any transfer, recording,\nregistration and other fees, and any similar taxes which become payable in\nconnection with the transactions contemplated hereby that are required or\npermitted to be filed on or before the Effective Time.\n\n     7.14      Indemnification and Insurance.\n\n     (a)       From and after the Effective Time, RoweCom and the Surviving\nCorporation will fulfill and honor in all respects the obligations of NewsEdge\nwhich exist prior to the date hereof to indemnify NewsEdge's present and former\ndirectors and officers and their heirs, executors and assigns. The Certificate\nof Incorporation and By-laws of RoweCom and the Surviving Corporation will\ncontain provisions with respect to indemnification and elimination of liability\nfor monetary damages at least as favorable to directors, officers, employees,\nand agents of NewsEdge as those set forth in the certificate of incorporation\nand by-laws of NewsEdge, which provisions will not be amended, repealed, or\notherwise modified for a period of six years from the Effective Time in any\nmanner that would adversely affect the rights thereunder of individuals who, at\nthe Effective Time, were directors, officers, employees, or agents of NewsEdge,\nunless such modification is required by law.\n\n     (b)       After the Effective Time RoweCom and the Surviving Corporation\nwill, to the fullest extent permitted under applicable law or under their\nCertificates of Incorporation or By-laws, indemnify and hold harmless, each\npresent or former director or officer of NewsEdge or any of its subsidiaries\n\n \n                                    - 29 -\n\n\nand his or her heirs, executors and assigns (collectively, the \"Indemnified\nParties\") against any costs or expenses (including attorneys' fees), judgments,\nfines, losses, claims, damages, liabilities and amounts paid in settlement in\nconnection with any claim, action, suit, proceeding or investigation, whether\ncivil, criminal, administrative or investigative, to the extent arising out of\nor pertaining to any action or omission in his or her capacity as a director,\nofficer, employee or agent of NewsEdge occurring prior to the Effective Time\n(including without limitation actions or omissions relating to the Merger) for a\nperiod of six years after the date hereof. In the event of any such claim,\naction, suit, proceeding or investigation (whether arising before or after the\nEffective Time), (i) any counsel retained by the Indemnified Parties for any\nperiod after the Effective Time will be reasonably satisfactory to RoweCom, (ii)\nafter the Effective Time, RoweCom will pay the reasonable fees and expenses of\nsuch counsel, promptly after statements therefor are received and (iii) RoweCom\nwill cooperate in the defense of any such matter; provided, however, that\n                                                  --------  -------\nRoweCom and the Surviving Corporation will not be liable for any settlement\neffected without its written consent (which consent will not be unreasonably\nwithheld or delayed); and provided, further, that, in the event that any claim\n                          --------  -------\nor claims for indemnification are asserted or made within such six-year period,\nall rights to indemnification in respect of any such claim or claims will\ncontinue until the disposition of any and all such claims. The Indemnified\nParties as group may retain only one law firm (in addition to local counsel) to\nrepresent them with respect to any single action unless there is, under\napplicable standards of professional conduct, a conflict on any significant\nissue between the positions of any two or more Indemnified Parties.\n\n     (c)  For a period of six years after the Effective Time, the Surviving\nCorporation will use all commercially reasonable efforts to maintain in effect,\nif available, directors' and officers' liability insurance covering those\npersons who are currently covered by NewsEdge's Directors, Officers and Company\nLiability insurance policies on terms comparable to those applicable to the\ncurrent directors of NewsEdge; provided, however, that in no event will RoweCom\n                               --------  -------\nor the Surviving Corporation be required to expend per year an amount in excess\nof two times the annual premium currently paid by RoweCom for its directors and\nofficers' liability insurance coverage.\n\n     (d)       NewsEdge will use best efforts, after consultation with RoweCom,\nto negotiate and secure a \"tail\" on its existing Directors, Officers and Company\nLiability insurance policies for a period of one year, at a total cost not to\nexceed $150,000.\n\n \n                                    - 30 -\n\n\n     (e)       This Section 7.14 will survive any termination of this Agreement\nand the consummation of the Merger at the Effective Time, is intended to benefit\nNewsEdge, the Surviving Corporation and the Indemnified Parties, and will be\nbinding on all successors and assigns of the Surviving Corporation.\n\n     8.        Conduct of Businesses Pending the Closing. Except as indicated in\nSection 8 of its Disclosure Schedule, from and after the date of this Agreement\nand until the Closing, except as otherwise specifically agreed by RoweCom and\nNewsEdge:\n\n     8.1.      Full Access. Each of RoweCom and NewsEdge will afford to the\nother and its authorized representatives full access, upon request and\nreasonable notice and during normal business hours, to all of the properties,\nbooks, records, contracts, and documents of the requested party, and a\nreasonable opportunity to make such investigations as the requesting party\ndesires to make, and will furnish or cause to be furnished to the requesting\nparty and its authorized representatives all such information with respect to\nthe requested party's affairs and businesses as the requesting party reasonably\nrequests.\n\n     8.2.      Carry on in Regular Course. Except as otherwise consented to by\nthe other party, each of RoweCom and NewsEdge will and will cause its\nSubsidiaries to (i) use its best reasonable efforts to maintain its owned and\nleased properties in good operating condition and repair and to make all\nnecessary renewals, additions, and replacements thereto; (ii) carry on its\nbusinesses diligently and substantially in the same manner as heretofore; (iii)\nin the case of NewsEdge, not make or institute any new, unusual, or novel\nmethods of manufacture, purchase, sale, lease, management, accounting, or\noperation or take or permit to occur or exist any action or circumstance\nreferred to in Section 5.8, other than the scheduled repayment of Indebtedness\nof NewsEdge in the ordinary course of business from cash generated by operations\nand the scheduled payment of annual bonuses, increases in salaries and\npromotions of employees; (iv) in the case of NewsEdge, until December 31, 1999,\npursue (but not effect without RoweCom's prior consent) a variety of options\nwith respect to NewsEdge's Subsidiary individual.com, including the possible\nsale of that company or a significant equity interest therein; and (v) in the\ncase of NewsEdge, after December 31, 1999, not provide additional funding to\nindividual.com, and seek as quickly and efficiently as possible to wind-down\nindividual.com's operations in accordance with a plan to be agreed upon by\nNewsEdge and RoweCom.\n\n \n                                    - 31 -\n     \n     8.3.      No Dividends, Issuances, Repurchases, Etc.  Neither RoweCom nor\nNewsEdge will:\n\n     (a)       declare, set aside, or pay any dividends (whether in cash, shares\nof stock, other property, or otherwise) on, or make any other distribution in\nrespect of, any shares of its capital stock or other securities, or issue,\npurchase, redeem, or otherwise acquire for value any shares of its capital stock\nor other securities, other than repurchases of unvested restricted stock from\nformer employees or consultants at not more than the purchase price originally\npaid therefor (appropriately adjusted for any intervening stock dividends, stock\nsplits, reverse stock splits, recapitalizations, and other similar transactions)\nin accordance with the terms of repurchase agreements entered into before the\ndate of this Agreement; or\n\n     (b)       issue any shares of its capital stock or other securities\n(including any options, warrants, or other rights to acquire shares of its\ncapital stock), other than issuances of shares of its common stock and stock\noptions to purchase such shares, in each case for compensatory purposes and\nwithin the limits set forth in Section 5.4 of its Disclosure Schedule, and other\nthan issuances of shares of its common stock upon exercise of stock options or\nemployee stock purchase rights disclosed in Section 5.4 of its Disclosure\nSchedule (which exercises, in the aggregate, will be disclosed in a supplement\nto its Disclosure Schedule delivered pursuant to Section 7.11).\n\n     8.4.      No Compensation Changes. NewsEdge will not increase the\ncompensation payable or to become payable to any of its officers, directors, key\nemployees, or agents, or increase any bonus, insurance, pension, or other\nbenefit plan, payment, or arrangement made to, for, or with any such officers,\ndirectors, key employees, or agents, nor will it effect any general or uniform\nincrease in the compensation payable or to become payable to its employees or\nconsultants, including any increase in the benefits under any bonus or pension\nplan or other contract or commitment, other than ordinary annual increases,\nannual bonuses and retention bonuses.\n\n     8.5.      Contracts and Commitments with Affiliates. Neither RoweCom nor\nNewsEdge will enter into any contract or commitment, or engage in any other\ntransaction, with any of its Affiliates, other than in the usual and ordinary\ncourse of business and consistent with its normal past business practices.\n\n     8.6.      Purchase and Sale of Capital Assets. NewsEdge will not purchase,\nlease as lessee, license as licensee, or otherwise acquire any interest in, or\nsell, lease as lessor, license as licensor, or otherwise dispose \n\n \n                                    - 32 -\n\nof any interest in, any capital asset(s) (i) other than in the ordinary course\nof business, or (ii) having a market value in excess of $50,000 in any instance,\nor in excess of $500,000 in the aggregate.\n\n     8.7.      Preservation of Organization.  Each of RoweCom and NewsEdge will\nuse its best reasonable efforts to preserve its business organization intact, to\nkeep available its present officers and key employees and consultants, and to\npreserve its present business relationships with its suppliers and customers and\nothers having business relationships with it, provided, that neither of them\nwill be obligated to pay its present officers and key employees any amounts in\nexcess of their current compensation to retain them as employees.\n\n     8.8.      No Default.  Neither RoweCom nor NewsEdge will take or omit to\ntake any action, or permit any action or omission to act, that would cause a\ndefault under or a material breach of any of its material contracts,\ncommitments, or obligations.\n\n     8.9.      Compliance with Laws.  RoweCom and NewsEdge will duly comply in\nall material respects with all applicable laws, regulations, and orders of\ncourts and other governmental authorities.\n\n     8.10.     Advice of Change.  Each of RoweCom and NewsEdge will promptly\nadvise the other in writing of any Material Adverse Change with respect to it.\n\n     8.11.     No Charter or By-Law Changes.  Neither RoweCom nor NewsEdge may\namend or otherwise change its Certificate of Incorporation or By-Laws;\n\n     8.12.     Acquisitions and Debt Financings.  Neither RoweCom nor NewsEdge\nmay acquire (by merger, consolidation, or acquisition of stock or assets) any\ncorporation, partnership, or other business organization or division thereof,\nexcept, in the case of RoweCom, for any acquisition in which the value of the\ntotal consideration paid by RoweCom is less than $500,000,000.\n\n\n     NewsEdge will not incur any indebtedness for borrowed money or issue any\ndebt securities or assume, guarantee (other than guarantees of bank debt of its\nsubsidiaries entered into in the ordinary course of business) or endorse or\notherwise as an accommodation become responsible for, the obligations of any\nperson, or make any loans or advances, except in the ordinary course of business\nconsistent with past practice.\n\n \n                                    - 33 -\n\n     8.13.     No Change in Accounting Policies.  Neither RoweCom nor NewsEdge\nmay take any action, other than as required by GAAP, to change accounting\npolicies or procedures (including, without limitation, procedures with respect\nto revenue recognition, capitalization of software development costs, payments\nof accounts payable and collection of accounts receivable).\n\n     8.14.     No Tax Elections.  Neither RoweCom nor NewsEdge may make any\nmaterial tax election inconsistent with past practices or settle or compromise\nany material federal, state, local or foreign tax liability or agree to an\nextension of a statute of limitations for any assessment of any tax, except to\nthe extent the amount of any such settlement has been reserved for on its most\nrecent SEC Report.\n\n     8.15.     No Changes in Employee Plans.  Neither RoweCom nor NewsEdge may,\nexcept as may be required by law, take any action to terminate or amend any of\nits Employee Plans other than in connection with the Merger.\n\n     8.16.     No Shopping.\n\n     (a)       Neither NewsEdge nor any of its Subsidiaries will (or will\npropose to) directly or indirectly solicit, initiate, encourage, or facilitate\n(by furnishing non-public information or otherwise) any inquiry or the making of\nany proposal that is or may reasonably be expected to lead to an Acquisition\nProposal, or discuss or negotiate any Acquisition Proposal with any third party;\nnor will NewsEdge or any of its Subsidiaries authorize or permit any of their\nrespective officers, directors, employees, bankers, attorneys, accountants, or\nother representatives (regardless of whether acting or purporting to act on\nbehalf of NewsEdge or any of its Subsidiaries or otherwise) to do any of these\nthings; provided, however, that if before obtaining its Stockholders' Approval,\nNewsEdge receives an unsolicited written Acquisition Proposal that did not\nresult from a breach of this Section 8.16 and that is or is reasonably likely to\nlead to a Superior Proposal, NewsEdge may furnish non-public information to and\nnegotiate with the person who made the Acquisition Proposal, but only if and\nafter (i) NewsEdge's Board of Directors determines in good faith, after\nconsultation with outside legal counsel, that failure to do so would be\nreasonably likely to constitute a breach of its fiduciary duties to NewsEdge's\nstockholders under applicable law; (ii) NewsEdge gives RoweCom at least three\nbusiness days' written notice before doing so; and (iii) the person who made the\nAcquisition Proposal enters into a customary confidentiality agreement with\nNewsEdge.\n\n \n                                    - 34 -\n\n\n     (b)       NewsEdge's Board of Directors will not do or propose to do any of\nthe following things:\n\n               (i)       withdraw or modify its recommendation of the Merger\n     unless a Superior Proposal has been received by NewsEdge or publicly\n     announced and NewsEdge has terminated this Agreement in accordance with\n     Section 12(d);\n\n               (ii)      approve or recommend an Acquisition Proposal unless it\n     is a Superior Proposal, and then only if NewsEdge has terminated this\n     Agreement in accordance with Section 12(d); or\n\n               (iii)     cause or permit NewsEdge or any of its Subsidiaries to\n     enter into any contract, letter of intent, agreement in principle, or\n     similar agreement or understanding (regardless of whether legally binding)\n     relating to an Acquisition Proposal that is not a Superior Proposal unless\n     NewsEdge's Board of Directors first determines in good faith, after\n     consultation with outside legal counsel, that failure to do so would be\n     reasonably likely to constitute a breach of its fiduciary duties to\n     NewsEdge's stockholders under applicable law, and NewsEdge has terminated\n     this Agreement in accordance with Section 12(d).\n\n     (c)       Notwithstanding any other provision of this Section 8.16,\nNewsEdge may at any time take and disclose to its stockholders a position\ncontemplated by Rule 14e-2(a) under the Exchange Act, provided, however, that\nexcept as permitted by Section 8.16(b), neither NewsEdge nor its Board of\nDirectors will (or will propose to) approve or recommend an Acquisition Proposal\n(by taking or disclosing a position described in Rule 14e-2(a)(1) or otherwise).\n\n     (d)       NewsEdge will as promptly as practicable, but in any event within\none day, notify RoweCom orally and in writing of any Acquisition Proposal or any\ninquiry in connection with or that might reasonably be expected to lead to an\nAcquisition Proposal, (including any request for information), including the\nidentity of the person making the Acquisition Proposal or inquiry and the\nmaterial terms and conditions thereof. Thereafter, unless and until this\nAgreement is terminated in accordance with Section 12, NewsEdge will keep\nRoweCom promptly and fully informed of the status and details of the Acquisition\nProposal or inquiry, including any changes or proposed changes thereto.\n\n \n                                    - 35 -\n\n     8A.       Registration Rights.\n \n     8A.1      Certain Definitions. As used in this Section 8A, the following\n               -------------------\nterms will have the following respective meanings:\n\n\n     (a)       \"Resale Holder\" means a stockholder of NewsEdge to whom shares of\nRoweCom Stock are issued pursuant to this Agreement and the Merger who, by\nreason of such stockholder's status as an Affiliate of NewsEdge at the time of\nthe Merger, cannot resell shares of RoweCom Stock without compliance with the\nrestrictions set forth in Rule 145 under the Securities Act. A list of such\nAffiliates is set forth in Section 8A of NewsEdge's Disclosure Schedule.\n\n     (b)       \"Registrable Securities\" means for any Resale Holder, 50% of the\nshares of RoweCom Stock issued to such Resale Holder pursuant to this Agreement\nand the Merger (appropriately adjusted for any stock split, reverse stock split,\nstock dividend, or other similar event), and for all Resale Holders the sum of\nthe Registrable Securities held by them; provided, however, that if RoweCom\ncompletes a firmly underwritten registered public offering of RoweCom Stock\nbefore the Closing Date (or is in the process of doing so and any Resale Holder\nwill not be entitled hereunder to include Registrable Securities in such\noffering in accordance with Section 8A.3), then such 50% figure will instead be\n100%, and provided, further, that in any case all such shares of RoweCom Stock\nheld by a particular Resale Holder will cease to be Registrable Securities at\nsuch time as such Resale Holder is free to sell such shares (including all\nRegistrable Securities held by Affiliates of such Resale Holder) in their\nentirety within a single 90 day period under Rule 145 of the Securities Act.\n\n     8A.2      Resale Holder Registration.\n\n     (a)       RoweCom will use its reasonable best efforts to cause the\nRegistrable Securities then held by each Resale Holder to be registered under\nthe Securities Act so as to permit the sale thereof as set forth in this Section\n8A.2. RoweCom will prepare and file with the Commission as soon as practicable\nafter the Effective Time, but in any event within 30 days following the\nEffective Time, a registration statement in such form as is then available under\nthe Securities Act covering the Registrable Securities of all Resale Holders not\npreviously sold pursuant to Section 8A.3 hereof (the \"Shelf Registration\n                                                      ------------------\nStatement\") and will use best efforts to cause it to be declared effective as\n---------\npromptly as practicable thereafter provided, that each Resale Holder will\nprovide all such information and materials and take all such action as may be\nrequired in order to permit RoweCom to comply with all applicable requirements\nof the Securities Act and the Exchange Act and \n\n \n                                    - 36 -\n\nto obtain any desired acceleration of the effective date of such Initial Shelf\nRegistration Statement. Upon the effectiveness of the Shelf Registration\nStatement, RoweCom will provide a prospectus (within the meaning of Rule 429 of\nthe Rules and Regulations under the Securities Act) for the Shelf Registration\nStatement to the Resale Holders pursuant to Section 8A.2(b). The offerings made\npursuant to such registrations will not be underwritten.\n\n     (b)       RoweCom will use its reasonable best efforts to keep the Shelf\nRegistration Statement effective until the soonest to occur of (A) the date on\nwhich all Registrable Securities included within the Shelf Registration\nStatement have been sold or (B) the first date following the first anniversary\nof the Effective Time as to which no Registrable Securities exist as a result of\nthe proviso to Section 8A.1(b) or (C) the first anniversary of the Effective\nTime; (ii) prepare and file with the Commission such amendments to such\nregistration statements and amendments or supplements to the prospectuses used\nin connection therewith as may be necessary to comply with the provisions of the\nSecurities Act with respect to the sale or other disposition of all securities\nregistered by such registration statement (including such amendments as may be\nnecessary to reflect different or additional selling stockholders as a result of\nany distribution of Registrable Securities by the Resale Holders to the\nbeneficial owners of such Registrable Securities); (iii) furnish to each Resale\nHolder such number of copies of any prospectuses (including any preliminary\nprospectus and any amended, combined or supplemented prospectus) in conformity\nwith the requirements of the Securities Act, and such other documents, as each\nResale Holder may reasonably request in order to effect the offering and sale of\nthe Registrable Securities to be offered and sold, but only while RoweCom will\nbe required under the provisions hereof to cause the registration statement to\nremain effective; (iv) use its reasonable best efforts to register or qualify\nthe Registrable Securities covered by such registration statement under the\nsecurities or blue sky laws of such jurisdictions as each Resale Holder will\nreasonably request (provided that RoweCom will not be required in connection\ntherewith or as a condition thereto to subject itself to taxation, qualify to do\nbusiness, or file a general consent to service of process in any such\njurisdiction where it has not been qualified), and do any and all other acts or\nthings which may be necessary or advisable to enable each Resale Holder to\nconsummate the public sale or other disposition of such Registrable Securities\nin such jurisdictions; (v) notify each Resale Holder, promptly after it will\nreceive notice thereof, of the date and time the registration statement and each\npost-effective amendment to such registration statement becomes effective or a\nsupplement to any prospectus forming a part of such registration statement has\nbeen filed; and (vi) promptly reissue, or promptly authorize and instruct its\ntransfer agent to\n\n \n                                    - 37 -\n\nreissue, unlegended certificates at the request of any Resale Holder thereof\nupon such Resale Holder's delivery of original certificates representing\nRegistrable Securities tendered for sale pursuant to such effective registration\nstatement, and to promptly respond to broker's inquiries made of RoweCom in\nconnection with such sales, in each case with a view to reasonably assisting the\nResale Holder to complete such sale during such period of effectiveness.\n\n     (c)       Notwithstanding the foregoing obligation of RoweCom under this\nSection 8A.2, if RoweCom will furnish to the Resale Holder or Resale Holders\nrequesting a registration statement pursuant to this Section 8A.2 a certificate\nsigned by the President of RoweCom stating that in the good faith judgment of\nRoweCom, it would be materially adverse to RoweCom and its stockholders for such\nregistration statement to be filed at such time and it is therefore essential to\ndefer the filing of such registration statement, RoweCom will have the right to\ndefer such filing for a period of not more than 30 days beyond the date\nspecified under Section 8A.2(a) above.\n\n     8A.3      Piggyback Registration.\n\n     (a)       RoweCom may determine to provide for the firmly underwritten sale\nof RoweCom Stock for its own account and\/or the account of other stockholders,\nand in connection with such determination, will file with the Commission a\nregistration statement to register such Common Stock (an \"Underwritten Sale\").\n                                                          -----------------\nIn the event of such a determination, RoweCom will give to each Resale Holder\nwritten notice thereof at least 15 days prior to the filing of such registration\nstatement, and will include in the Underwritten Sale (and any related\nqualification under blue sky laws or other related compliance) all the\nRegistrable Securities specified by the Resale Holders in their written request\nor requests to RoweCom, made within 10 days after receipt of such written notice\nfrom RoweCom, subject, however, to the marketing and other limitations set forth\nin Section 8A.3(b) below; provided, however, that no Registrable Securities will\nbe included in a registration statement filed with the Commission if (i) the\nRegistrable Securities have been sold in a registration statement pursuant to\nSection 8A.2 or (ii) RoweCom reasonably determines that the Underwritten Sale\nwill not be completed (i.e., the registration statement is not declared\neffective) within one year of the Effective Time. An Underwritten Sale,\nincluding the form of underwriting agreement to be entered into by RoweCom, the\nunderwriter(s) and any selling stockholders, will be on customary terms. The\nunderwriter(s) for an Underwritten Sale will be selected by RoweCom in its sole\ndiscretion.\n\n \n                                    - 38 -\n\n     (b)       The right of any Resale Holder to registration pursuant to this\nSection 8A.3 will be conditioned upon such Resale Holder's participation in the\nUnderwritten Sale and the inclusion of Registrable Securities in the\nUnderwritten Sale to the extent provided herein. All Resale Holders distributing\nRegistrable Securities through the Underwritten Sale will (together with RoweCom\nand the other holders distributing their securities through the Underwritten\nSale) enter into an underwriting agreement in customary form with the managing\nunderwriter. To facilitate the allocation of shares in accordance with the above\nprovision, RoweCom or the underwriters may round the number of shares allocated\nto any Resale Holder to the nearest 100 shares. If any Resale Holder disapproves\nof the terms of the Underwritten Sale, he or she may elect to withdraw therefrom\nby written notice to RoweCom and the managing underwriter.\n\n     8A.4      Suspension of Prospectus. Under any registration statement filed\n               ------------------------\npursuant to Section 8A.2 hereof, RoweCom may restrict disposition of Registrable\nSecurities, and a Resale Holder will not be able to dispose of such Registrable\nSecurities, if RoweCom will have delivered a notice in writing to such Resale\nHolder stating that a delay in the disposition of such Registrable Securities is\nnecessary because RoweCom, in its reasonable judgment, has determined in good\nfaith that such sales would require public disclosure by RoweCom of material\nnonpublic information that is not included in such registration statement and\nthat immediate disclosure of such information would be materially adverse to\nRoweCom. In the event of the delivery of the notice described above by RoweCom,\nRoweCom will use its reasonable best efforts to amend such registration\nstatement and\/or amend or supplement the related prospectus if necessary and to\ntake all other actions necessary to allow the proposed sale to take place as\npromptly as possible, subject, however, to the right of RoweCom to delay further\nsales of Registrable Securities until the conditions or circumstances referred\nto in the notice have ceased to exist or have been disclosed. Such right to\ndelay sales of Registrable Securities will not exceed 75 days in the aggregate\nand no longer than 30 days as to any single delay (any such period of delay\nherein referred to as a \"blackout period\"); after the registration statement is\n                         ---------------\ndeclared effective, no blackout period may be imposed during the 15-day period\nfollowing the date of effectiveness or the termination date of the last blackout\nperiod. In addition, each Resale Holder who becomes an officer, director, or\nemployee of RoweCom will be subject to the trading restrictions related to the\nrelease of quarterly results of operations in the same manner as other officers,\ndirectors, and employees of RoweCom.\n\n     8A.5      Expenses. All of the out-of-pocket expenses incurred in\n               --------\nconnection with any registration of Registrable Securities pursuant to this\n\n \n                                    - 39 -\n\nSection 8A, including, without limitation, all Commission, Nasdaq National\nMarket and blue sky registration and filing fees, printing expenses, transfer\nagents' and registrars' fees, and the reasonable fees and disbursements of\nRoweCom's outside counsel and independent accountants will be paid by RoweCom.\nRoweCom will not be responsible to pay any legal fees for any Resale Holder or\nany selling expenses of any Resale Holder or any broker's fees or commissions,\nincluding underwriter commissions.\n\n     8A.6      Indemnification. In the event of any offering registered pursuant\n               ---------------\nto this Section 8A:\n\n     (a)       RoweCom will indemnify each Resale Holder, each of its officers,\ndirectors and partners and such Resale Holder's legal counsel and independent\naccountants, and each person controlling such Resale Holder within the meaning\nof Section 15 of the Securities Act, with respect to which registration,\nqualification or compliance has been effected pursuant to this Section 8A, and\neach underwriter, if any, and each person who controls any underwriter within\nthe meaning of Section 15 of the Securities Act, against all expenses, claims,\nlosses, damages and liabilities (or actions in respect thereof), including any\nof the foregoing incurred in settlement of any litigation, commenced or\nthreatened, arising out of or based on any untrue statement (or alleged untrue\nstatement) of a material fact contained in any registration statement,\nprospectus, offering circular or other document, or any amendment or supplement\nthereto, incident to any such registration, qualification or compliance, or\nbased on any omission (or alleged omission) to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein, in\nlight of the circumstances in which they are made, not misleading, or any\nviolation by RoweCom of any rule or regulation promulgated under the Securities\nAct, or state securities laws, or common law, applicable to RoweCom in\nconnection with any such registration, qualification or compliance, and will\nreimburse (and advance the same to) each such Resale Holder, each of its\nofficers, directors and partners and such Resale Holder's legal counsel and\nindependent accountants, and each person controlling such Resale Holder, each\nsuch underwriter and each person who controls any such underwriter, for any\nlegal and any other expenses reasonably incurred in connection with\ninvestigating, preparing or defending any such claim, loss, damage, liability or\naction, provided that RoweCom will not be liable in any such case to the extent\nthat any such claim, loss, damage, liability or expense arises out of or is\nbased in any untrue statement or omission or alleged untrue statement or\nomission, made in reliance upon and in conformity with written information\nfurnished to RoweCom by such Resale Holder or underwriter and stated to be\nspecifically for use therein; provided, however, that the foregoing is subject\nto the condition that, insofar as it relates to any such untrue statement,\n\n \n                                    - 40 -\n\nalleged untrue statement, omission or alleged omission made in a preliminary\nprospectus on file with the Commission at the time the registration statement\nbecomes effective or the amended prospectus is filed with the Commission\npursuant to Rule 424(b) (the \"Final Prospectus\"), the provisions hereof will not\n                              ----------------\ninure to the benefit of any Resale Holder, if RoweCom had complied with its\nobligations under Section 8A.2(b)(iii) with respect to such Final Prospectus and\na copy of the Final Prospectus was not furnished to the person asserting the\nloss, liability, claim or damage at or prior to the time such action is required\nby the Securities Act, and if the Final Prospectus would have cured the defect\ngiving rise to the loss, liability, claim or damage.\n\n\n     (b)  Each Resale Holder will, if Registrable Securities held by such\nResale Holder are included in the securities as to which such registration,\nqualification or compliance is being effected, indemnify RoweCom, each of its\ndirectors and officers and its legal counsel and independent accountants, each\nunderwriter, if any, of RoweCom's securities covered by such a registration\nstatement, each person who controls RoweCom or such underwriter within the\nmeaning of Section 15 of the Securities Act, and each other such Resale Holder,\neach of its officers and directors and each person controlling such Resale\nHolder within the meaning of Section 15 of the Securities Act, against all\nclaims, losses, damages and liabilities (or actions in respect thereof) arising\nout of or based on any untrue statement (or alleged untrue statement) of a\nmaterial fact contained in any such registration statement, prospectus, offering\ncircular or other document, or any omission (or alleged omission) to state\ntherein a material fact required to be stated therein or necessary to make the\nstatements therein not misleading, and will reimburse RoweCom, such Resale\nHolders, such directors, officers, legal counsel, independent accountants,\nunderwriters or control persons for any legal or any other expenses reasonably\nincurred in connection with investigating or defending any such claim, loss,\ndamage, liability or action, in each case to the extent, but only to the extent,\nthat such untrue statement (or alleged untrue statement) or omission (or alleged\nomission) is made in such registration statement, prospectus, offering circular\nor other document in reliance upon and in conformity with written information\nfurnished to RoweCom by such Resale Holder and stated to be specifically for use\ntherein; provided, however, that the obligations of such Resale Holders\nhereunder will be limited to an amount equal to the net proceeds received by\neach such Resale Holder of Registrable Securities actually sold as contemplated\nherein.\n\n     (c)  Each party entitled to indemnification under this Section 8A.6\n(the \"Indemnified Party\") will give notice to the party required to provide\n      -----------------  \nindemnification (the \"Indemnifying Party\") promptly after such Indemnified\n                      ------------------ \n\n \n                                    - 41 -\n\nParty has written notice of any claim as to which indemnity may be sought, and\nwill permit the Indemnifying Party to assume the defense of any such claim or\nany litigation resulting therefrom, provided that counsel for the Indemnifying\nParty, who will conduct the defense of such claim or litigation, will be\napproved by the Indemnified Party (whose approval will not be unreasonably\nwithheld or delayed), and the Indemnified Party may participate in such defense\nat such party's expense, and provided further that the failure of any\nIndemnified Party to give notice as provided herein will not relieve the\nIndemnifying Party of its obligations under this Section 8A except to the\nextent, if any, that the Indemnifying Party is actually prejudiced thereby;\nprovided that if the Indemnified Party has claims against the Indemnifying Party\nor otherwise has claims or defenses different from or in addition to those of\nthe Indemnifying Party, the Indemnified Party may retain counsel of its own\nchoice for all Resale Holders, and the reasonable fees and expenses of such\ncounsel will be paid by the Indemnifying Party to the extent provided in\nparagraphs (a) and (b) of this section. No Indemnifying Party, in the defense of\nany such claim or litigation, will, except with the consent of each Indemnified\nParty, consent to entry of any judgment or enter any settlement which does not\ninclude as an unconditional term thereof the giving by the claimant or plaintiff\nto the Indemnified Party of a release from all liability in respect to such\nclaim or litigation.\n\n     (d) The obligations of RoweCom and each Resale Holder under this Section\n8A.6 will survive the completion of any offering of Registrable Securities in a\nregistration statement under this Section 8A and otherwise.\n\n\n     (e) Notwithstanding the foregoing, to the extent the provisions of this\nSection 8A.6 are inconsistent with or conflict with the terms of any\nunderwriting, indemnification, selling or similar agreement entered into by a\nResale Holder in connection with the offer and sale of Registrable Securities\npursuant to a registration effected pursuant to this Section 8A, the terms of\nsuch agreement will govern and will supersede the provisions of this Section 8A.\n\n     8A.7 Limitation on Assignment of Registration Rights.  The rights to cause\n          ------------------------------------------------                     \nRoweCom to register Registrable Securities pursuant to this Section 8A may not\nbe assigned by a Resale Holder unless such a transfer complies with applicable\nsecurities laws and is to stockholders, partners, or retired partners, or\nmembers or retired members of a Resale Holder (including spouses and ancestors,\nlineal descendants, and siblings of such stockholders, partners, members or\nspouses who acquire Registrable Securities by right, will, or intestate\nsuccession) and all such transferees or assignees agree in writing to appoint a\nsingle representative as their \n\n \n                                    - 42 -\n\nattorney-in-fact for the purpose of receiving any notices and exercising their\nrights under this Section 8A. Prior to a permitted transfer of registration\nrights under this Section 8A, a Resale Holder must furnish RoweCom with written\nnotice of the name and address of such transferee and the Registrable Securities\nwith respect to which such registration rights are being assigned and a copy of\na duly executed written instrument in form reasonably satisfactory to RoweCom by\nwhich such transferee assumes all of the obligations and liabilities of its\ntransferor hereunder and agrees itself to be bound hereby. No transfer of\nregistration rights under this Section 8A will be permitted if immediately\nfollowing such transfer the disposition of such Registrable Securities by the\ntransferee is not restricted under the Securities Act; provided that RoweCom\nwill have provided such transferee with certificates representing such\nRegistrable Securities free of any transfer restrictions and RoweCom will have\ninstructed the transfer agent for such Registrable Securities to remove any stop\ntransfer or other instructions.\n\n     9.   Mutual Conditions to the Parties' Obligations.  The parties'\nobligations to consummate the Merger are subject to the satisfaction (or waiver\nby each such party, in his or its sole discretion) of each of the conditions set\nforth in this section on or before the Closing Date.  If the Merger is\nconsummated, such conditions will conclusively be deemed to have been satisfied\nor waived.\n\n     9.1. S-4.  The S-4 will have been filed with and declared effective by the\nSEC, and as of the Closing Date will remain effective and not be subject to any\nstop order.\n\n     9.2. Stockholder's Approval.  Each of RoweCom and NewsEdge will have\nobtained its Stockholders' Approval.\n\n     9.3. HSR Act.  All filings and other submissions required under the HSR Act\nwill have been made and all applicable waiting periods (including extensions)\nunder the HSR Act will have expired or been terminated.\n\n     9.4. No Injunctions or Restraints.  No temporary restraining order,\npreliminary or permanent injunction, or other order issued by any court of\ncompetent jurisdiction, or other legal restraint or prohibition preventing the\nconsummation of the Merger, will be in effect, and no petition or request for\nany such injunction or other order will be pending.\n\n     9.5. Tax Matters.  Each of RoweCom and NewsEdge will have received a\nwritten opinion of its tax counsel or accountants, addressed to it, dated as of\nthe Closing Date, in a form reasonably acceptable to the receiving party, and to\nthe effect that in such counsel's or accountants'\n\n \n                                    - 43 -\n\nopinion, the Merger will constitute a \"reorganization\" under Section 368(a) of\nthe Code. In rendering such opinions, the tax counsel or accountants for each of\nRoweCom and NewsEdge will require delivery of and rely upon representations set\nforth in certificates delivered by each of RoweCom and NewsEdge substantially in\nthe form attached as exhibits to the tax matters opinion of each party's counsel\nor accountants.\n\n     9.6.  Blue Sky Compliance.  Any filings necessary under applicable state\nsecurities laws to permit the issuance and delivery to the Stockholders of the\nshares of RoweCom Stock into which shares of NewsEdge Stock will be converted in\nthe Merger will have been made, and any authorizations in connection therewith\nfrom all applicable securities regulatory authorities will have been obtained.\n\n     9.7.  NMS Listing.  The shares of RoweCom Stock into which shares of\nNewsEdge Stock will be converted in the Merger will have been authorized for\nlisting on the NASDAQ National Market, subject to official notice of issuance.\n\n     9.8.  Proceedings and Documents Satisfactory. All proceedings in connection\nwith the transactions contemplated by this Agreement and all certificates and\nother documents delivered to such party pursuant to this Agreement or in\nconnection with the Closing will be reasonably satisfactory to such party and\nhis or its counsel.\n\n     10.   Additional Conditions to NewsEdge's Obligations.  NewsEdge's\nobligations to consummate the Merger are subject to the satisfaction (or waiver\nby NewsEdge, in its sole discretion) of each of the conditions set forth in this\nsection on or before the Closing Date.  If the Merger is consummated, such\nconditions will conclusively be deemed to have been satisfied or waived.\n\n     10.1. Representations and Warranties.  Each of the representations and\nwarranties made by RoweCom and\/or Merger Sub in or pursuant to this Agreement or\nin any statement, certificate, or other document delivered to NewsEdge in\nconnection with this Agreement, the Merger, or any of the other transactions\ncontemplated hereby will have been true and correct in all material respects\nwhen made and will be true and correct in all material respects at and as of the\nClosing (in each case, except that any representation or warranty that expressly\nincludes a materiality standard will have been and be true and correct in all\nrespects, giving effect to such standard), subject only to the effect of any\nactivities or transactions occurring after the date hereof and either expressly\ncontemplated by this Agreement or consented to in writing by NewsEdge.\n\n \n                                    - 44 -\n\n     10.2. Compliance with Agreement.  RoweCom and Merger Sub will have\nperformed and complied in all material respects with all of their respective\nobligations under this Agreement to be performed or complied with by them before\nor at the Closing, including the execution and delivery of all documents to be\nexecuted and delivered by any of them in connection with this Agreement and\/or\nthe consummation of the Merger and the other transactions contemplated hereby.\n\n     10.3. Closing Certificate.  RoweCom and Merger Sub will have executed and\ndelivered to NewsEdge, at and as of the Closing, a certificate (without\nqualification as to knowledge or materiality) certifying that the conditions\nreferred to in Sections 10.1 and 10.2 have been satisfied.\n\n     10.4. Opinion of Counsel.  Bingham Dana LLP, counsel to RoweCom and Merger\nSub, will have delivered to NewsEdge a written legal opinion addressed to\nNewsEdge, dated on and as of the Closing Date, and substantially in the form of\nthe attached Exhibit A.\n             --------- \n\n     10.5. Board of Directors.  Two current directors of NewsEdge, proposed by\nNewsEdge and reasonably acceptable to RoweCom, will have been elected or\nappointed to RoweCom's Board of Directors as members of the class of RoweCom's\ndirectors who will stand for election for a two-year term at Rowecom's next\nannual meeting of stockholders following the Effective Time, such election or\nappointment to be subject to the consummation of the Merger and effective as of\nthe Effective Time.\n\n     10.6. Employment Agreements.  RoweCom will have executed and delivered the\nemployment agreements described in the attached Exhibit E.\n                                                --------- \n\n     11.   Additional Conditions to RoweCom's and Merger Sub's Obligations.\nRoweCom's and Merger Sub's respective obligations to consummate the Merger are\nsubject to the satisfaction (or waiver by RoweCom, in its sole discretion) of\neach of the conditions set forth in this section on or before the Closing Date.\nIf the Merger is consummated, such conditions will conclusively be deemed to\nhave been satisfied or waived.\n\n     11.1. Representations and Warranties.  Each of the representations and\nwarranties made by NewsEdge in or pursuant to this Agreement or in any\nstatement, certificate, or other document delivered to RoweCom in connection\nwith this Agreement, the Merger, or any of the other transactions contemplated\nhereby will have been true and correct in all material respects when made and\nwill be true and correct in all material \n\n\n \n                                    - 45 -\n\nrespects at and as of the Closing (in each case, except that any representation\nor warranty that expressly includes a materiality standard will have been and be\ntrue and correct in all respects, giving effect to such standard), subject only\nto the effect of any activities or transactions occurring after the date hereof\nand either expressly contemplated by this Agreement or consented to in writing\nby RoweCom.\n\n     11.2. Compliance with Agreement.  NewsEdge will have performed and\ncomplied in all material respects with all of its obligations under this\nAgreement to be performed or complied with by it before or at the Closing,\nincluding the execution and delivery of all documents to be executed and\ndelivered by it in connection with this Agreement and\/or the consummation of the\nMerger and the other transactions contemplated hereby.\n\n     11.3. Closing Certificate.  NewsEdge will have executed and delivered to\nRoweCom, at and as of the Closing, a certificate (without qualification as to\nknowledge or materiality) certifying with respect to themselves that the\nconditions referred to in Sections 11.1 and 11.2 have been satisfied.\n\n     11.4. Opinion of Counsel.  Testa, Hurwitz &amp; Thibeault LLP, counsel to\nNewsEdge, will have delivered to RoweCom a written legal opinion addressed to\nRoweCom, dated on and as of the Closing Date, and substantially in the form of\nthe attached Exhibit B.\n             --------- \n\n     11.5. Employment Agreements.  Each of the NewsEdge executives referred to\nin the attached Exhibit E will have executed and delivered an employment\n                ---------                                               \nagreement containing the terms described in the attached Exhibit E.\n                                                         --------- \n\n     11.6. Non-Competition Agreement.  Donald L. McLagan will have executed and\ndelivered an agreement reasonably acceptable to RoweCom, by which Mr. McLagan\nagrees for a period of 18 months following the Closing Date not to (i) compete\nwith RoweCom or any of its Subsidiaries in any business carried on by NewsEdge\nat the Closing Date, (ii) solicit or induce or attempt to induce any of the\nemployees or independent contractors of RoweCom or any of its Subsidiaries to\nterminate their employment or contractual relationship with RoweCom, or (iii)\nsolicit or induce or attempt to induce any of the customers, clients, or\nsuppliers of RoweCom or any of its Subsidiaries to terminate or reduce the\namount of business they do with RoweCom.\n\n\n \n                                    - 46 -\n\n     12.  Termination.  Notwithstanding the approval of this Agreement and\/or of\nthe Merger by the Board of Directors and\/or stockholders of any party:\n\n     (a) This Agreement may be terminated at any time before the Effective Time\nby written agreement of RoweCom and NewsEdge.\n\n     (b) Either RoweCom or NewsEdge may terminate this Agreement by written\nnotice to the other, if:\n\n          (i)    any restraining order, injunction, or other order issued by any\n     court of competent jurisdiction, or other binding legal restraint or\n     prohibition permanently preventing the consummation of the Merger has\n     become final and non-appealable; or\n\n          (ii)   the Closing does not occur on or before April 30, 2000; but\n     only if the terminating party is not in material breach of this Agreement.\n\n     (c) Either RoweCom or NewsEdge may terminate this Agreement by written\nnotice to the other if the other has materially breached any of its\nrepresentations, warranties, covenants, promises, and other agreements set forth\nin this Agreement and has not cured such breach within ten days after written\nnotice thereof from the terminating party.\n\n     (d) NewsEdge may terminate this Agreement by written notice to RoweCom if:\n\n          (i)    a Superior Proposal has been received by NewsEdge or publicly\n     announced and NewsEdge's Board of Directors is going to withdraw or modify\n     its recommendation of the Merger;\n\n          (ii)   NewsEdge's Board of Directors is going to approve or recommend\n     an Acquisition Proposal that is a Superior Proposal; or\n\n          (iii)  in the circumstances described in Section 8.16(b)(iii);\n\nbut in any such case, NewsEdge will pay RoweCom a Break-Up Fee at the time of\nsuch termination.\n\n     (e)  Either NewsEdge or RoweCom may terminate this Agreement by written\nnotice to the other if a meeting of either party's stockholders (including\nadjournments and postponements) has been held in accordance \n\n \n                                    - 47 -\n\nwith Section 7.2 and such party's Stockholders' Approval has not been obtained,\nprovided, that if such termination occurs by reason of the failure to obtain\nRoweCom's Stockholders' Approval, then RoweCom will pay NewsEdge a Break-Up Fee\nwithin three business days following such termination, and if such termination\noccurs by reason of the failure to obtain NewsEdge's Stockholders' Approval,\nthen NewsEdge will pay RoweCom a Break-Up Fee within three business days\nfollowing such termination.\n\n     (f) If any party fails to pay a Break-Up Fee when due, then such party will\nbe liable for the costs and expenses (including attorneys' fees and court costs)\nincurred by the party entitled to the Break-Up Fee in collecting payment,\ntogether with interest on the unpaid amount of the Break-Up Fee at the rate of\n10% per annum from the date due until paid in full.\n\n     (g) Any termination of this Agreement will not affect the rights or\nobligations of any party arising, or based on actions or omissions occurring,\nbefore termination.\n\n     (h) In the event of the termination of this Agreement pursuant to this\nSection 12, this Agreement will forthwith become void and there will be no\nliability on the part of any party hereto or any of its affiliates, directors,\nofficers or stockholders except (i) as set forth in Sections 12 and 14.2 hereof,\nand (ii) nothing herein will relieve any party from liability for any willful\nbreach hereof.  No termination of this Agreement will affect the obligations of\nthe parties contained in any confidentiality agreement between RoweCom and\nNewsEdge, all of which obligations will survive termination of this Agreement in\naccordance with its terms.\n\n     13.  Definitions.  As used in this Agreement:\n\n     All terms are gender-neutral.\n \n     Where a term is defined in the singular, its plural has a comparable\nmeaning, and vice versa.\n\n     \"Affiliate\" means, with respect to any person, any other person (i) that\n      ---------                                                              \ndirectly or indirectly, through one or more intermediaries, controls, is\ncontrolled by, or is under common control with such person, or (ii) who is a\nfamily member or relative (by blood or marriage) of any person described in the\npreceding clause (i).\n\n \n                                    - 48 -\n\n     \"Affiliated Group\" has the meaning ascribed to it in Section 1504 of the\n      ----------------                                                       \nCode, and in addition includes any analogous combined, consolidated, or unitary\ngroup, as defined under any applicable state, local, or foreign income Tax law.\n\n     \"Acquisition Proposal\" means any tender or exchange offer, merger,\n      --------------------                                             \nconsolidation, business combination, purchase, or similar transaction or series\nof transactions involving the capital stock or assets (other than sales of\ninventory in the ordinary course of business) of NewsEdge or any of its\nSubsidiaries; but does not include the Merger.\n\n     \"Break-Up Fee\" means a fee of $6,000,000 payable by wire transfer of\n      ------------                                                       \nimmediately available funds to an account designated by the receiving party.\n\n     \"CERCLA\" means the Compensation and Liability Act of 1980, as amended (if\n      ------                                                                  \napplicable) and currently in effect.\n\n     \"Closing\" means the closing of the Merger, which will be held at the\n      -------                                                            \noffices of Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts  02110,\nor such other place as the parties may agree.  All of the document deliveries\nand other actions to occur at the Closing will be conclusively deemed to have\noccurred at the same time, immediately before the Effective Time.\n\n     \"Closing Date\" means the date on which the Closing occurs.\n      ------------                                             \n\n     \"contract,\" when used with reference to any person, means a contract,\n      --------                                                            \nagreement, instrument, or understanding, regardless of whether in writing, that\nis legally enforceable by or against, or otherwise binding on, that person.\n\n     \"copies,\" when used with reference to documents delivered or made available\n      ------                                                                    \nor to be delivered or made available pursuant to this Agreement, means true and\ncomplete copies including all related amendments, consents, and waivers.\n\n     \"Damages\" means all damages, losses, claims, demands, actions, causes of\n      -------                                                                \naction, suits, litigations, arbitrations, liabilities, costs, and \n\n \n                                    - 49 -\n\nexpenses, including court costs and the reasonable fees and expenses of legal\ncounsel.\n\n     \"DGCL\" means the Delaware General Corporation Law.\n      ----                                             \n \n     \"Environmental Laws\" means RCRA, CERCLA, SARA, the Federal Clean Water Act,\n      ------------------                                                        \nthe Federal Clean Air Act, the Toxic Substances Control Act, and other laws\nrelating to health, safety, or the environment.\n\n     \"EPA\" means the United States Environmental Protection Agency.\n      ---                                                          \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, and\n      ------------                                                            \nthe rules and regulations of the SEC thereunder, as in effect as of the relevant\ntime of reference.\n\n     \"Financial Advisor,\" when used with reference to RoweCom, means J.P. Morgan\n      -----------------                                                         \n&amp; Co., and when used with reference to NewsEdge, means Volpe Brown Whelan &amp; Company, LLC.\n\n     \"Hazardous Substance\" means any hazardous waste as defined by 42 U.S.C.\n      -------------------                                                   \n(S)6903(5), any hazardous substance as defined by 42 U.S.C. (S) 9601(14), any\npollutant or contaminant as defined by 42 U.S.C. (S) 9601(33) or any toxic\nsubstance, oil, or hazardous material or other chemical or substance regulated\nby any Environmental Laws.\n\n     \"HSR Act\" means the Hart-Scott Rodino Antitrust Improvements Act of 1976,\n      -------                                                                 \nas amended.\n\n     \"including\" (regardless of whether capitalized) means \"including without\n      ---------                                                              \nlimitation.\"\n\n     \"Indebtedness,\" as applied to any person, means (a) all indebtedness of\n      ------------                                                          \nsuch person for borrowed money, whether current or funded, or secured or\nunsecured, (b) all indebtedness of such person for the deferred purchase price\nof property or services represented by a note or other security, (c) all\nindebtedness of such person created or arising under any conditional sale or\nother title retention agreement (even if the rights and remedies of the seller\nor lender under such agreement in the event of default are limited to\nrepossession or sale of specific property), (d) all indebtedness of such person\nsecured by a purchase money mortgage or other Lien to secure all or part of \n\n \n                                    - 50 -\n\nthe purchase price of property subject to such mortgage or other Lien, (e) all\nobligations of such person under leases that have been or must be, in accordance\nwith generally accepted accounting principles, recorded as capital leases in\nrespect of which such person is liable as lessee, (f) any liability of such\nperson in respect of banker's acceptances or letters of credit, and (g) all\nindebtedness referred to in clauses (a), (b), (c), (d), (e), or (f) above that\nis directly or indirectly guaranteed by such person or which such person has\nagreed (contingently or otherwise) to purchase or otherwise acquire or in\nrespect of which such person has otherwise assured a creditor against loss.\n\n     \"IPO Date,\" when used with reference to RoweCom, means March 8, 1999; and\n      --------                                                                \nwhen used with reference to NewsEdge, means August 11, 1995.\n\n     \"knowledge,\" when used to qualify a representation or warranty in this\n      ---------                                                            \nAgreement, has the following meaning:\n\n          Where a representation or warranty is made to the best of RoweCom's\n     knowledge, or with a similar qualification, RoweCom will be conclusively\n     deemed to have knowledge of any matter with respect to which Richard M.\n     Rowe, Jeffrey Sands, Kevin Fahey, or Paul Hands has actual knowledge.\n\n          Where a representation or warranty is made to the best of NewsEdge's\n     knowledge, or with a similar qualification, NewsEdge will be conclusively\n     deemed to have knowledge of any matter with respect to which Donald L.\n     McLagan, Clifford Pollan, Ronald Benanto, Thomas Barone, or Ilene H. Lang\n     has actual knowledge.\n \n     \"laws\" (regardless of whether capitalized) means all applicable legal\n      ----                                                                \nrequirements, including statutes, rules, regulations, judgments, decrees,\norders, and administrative requirements.\n\n     \"Liens\" means any and all liens, claims, mortgages, security interests,\n      -----                                                                 \npledges, options, rights of first offer or refusal, charges, encumbrances,\nlimitations on voting rights, and restrictions on transfer of any kind;\nexcluding, in the case of references to securities, those arising under\napplicable securities laws solely by reason of the fact that such securities\nwere issued pursuant to exemptions from registration under such securities laws.\n\n     \"Material Adverse Effect\" means, with reference to any person, any material\n      -----------------------                                                   \nadverse effect on the condition (financial or otherwise), operations,\n\n \n                                    - 51 -\n\nbusiness, assets, rights, liabilities, obligations, or prospects of such person\nand its Subsidiaries as a whole, or on such person's ability to consummate the\nMerger or the other transactions hereby contemplated or to perform its\nobligations under this Agreement.\n\n     \"Merger Certificate\" means a certificate of merger substantially in the\n      ------------------                                                    \nform of the attached Exhibit D.\"\n                     ---------  \n\n     \"Merger Sub Stock\" means Merger Sub's common stock, $0.01 par value per\n      ----------------                                                      \nshare.\n\n     \"NewsEdge Stock\" means NewsEdge's common stock, $.01 par value per share.\n      --------------                                                          \n\n     \"PBGC\" means the Pension Benefit Guaranty Corporation.\n      ----                                                 \n\n     \"person\" (regardless of whether capitalized) means any natural person,\n      ------                                                               \nentity, or association, including any corporation, partnership, limited\nliability company, government (or agency or subdivision thereof), trust, joint\nventure, or proprietorship.\n\n     \"RCRA\" means the Resource Conservation and Recovery Act, as amended (if\n      ----                                                                  \napplicable) and currently in effect.\n\n     \"RoweCom Stock\" means RoweCom's common stock, $0.01 par value per share.\n      -------------                                                          \n\n     \"S-4\" means a joint proxy statement and registration statement on SEC Form\n      ---                                                                      \nS-4, including all amendments and supplements thereto, relating to the\nsolicitation of the approval of the Merger by the stockholders of RoweCom and\nNewsEdge, respectively, and the registration under the Securities Act of the\nshares of RoweCom Stock to be issued in the Merger.\n\n     \"SARA\" means the Superfund Amendments and Reauthorization Act of 1986, as\n      ----                                                                    \namended (if applicable) and currently in effect.\n\n     \"SEC\" means the United States Securities and Exchange Commission.\n      ---                                                             \n\n     \"SEC Reports,\" when used with reference to a party, means any and all of\n      -----------                                                            \nthat party's (i) Annual Reports on Form 10-K or Form 10-KSB relating to its last\nthree fiscal years, (ii) proxy or information statements relating to any\nmeetings (annual or special) of its stockholders held during its last three\nfiscal years, (iii) other forms, reports, (including annual reports \n\n \n                                    - 52 -\n\npursuant to Exchange Act rule 14a-3), registration statements, and documents\nfiled with or provided to the SEC by it (or required to be filed with or\nprovided to the SEC by it) during its last three fiscal years.\n\n     \"section\" and \"sections\" (regardless of whether capitalized) refer to the\n      -------       --------                                                  \nindicated section or sections of this Agreement, unless otherwise indicated.\n\n     \"Securities Act\" means the Securities Act of 1933, as amended, and the\n      --------------                                                       \nrules and regulations of the SEC thereunder, as in effect as of the relevant\ntime of reference.\n\n     \"Stockholders' Approval\" is defined in Section 5.4(e).\n      ----------------------                               \n\n     \"Subsidiary\" means, with respect to any person, any corporation or other\n      ----------                                                             \nenterprise or non-natural person, a majority (in economic interest and\/or voting\npower) of the outstanding shares of any class or series of capital stock or\nother equity interests are owned by such person or by any Subsidiary of such\nperson.\n\n     \"Superior Proposal\" means a written Acquisition Proposal that NewsEdge's\n      -----------------                                                      \nBoard of Directors determines in good faith, based on advice of outside legal\ncounsel and its Financial Advisor or another reputable investment banking firm\nof national reputation, and taking into account the availability of financing\nfor and likelihood of consummation of such Acquisition Proposal, will yield a\nsignificantly higher value to NewsEdge's stockholders than will the Merger.\n\n     \"Tax\" means any federal, state, local, or foreign income, gross receipts,\n      ---                                                                     \nfranchise, estimated, alternative minimum, add-on minimum, sales, use, transfer,\nregistration, value added, excise, natural resources, severance, stamp,\noccupation, premium, windfall profit, environmental, customs, duties, real\nproperty, personal property, capital stock, intangibles, social security,\nunemployment, disability, payroll, license, employee, or other tax or levy, of\nany kind whatsoever, including any interest, penalties, or additions to tax in\nrespect of the foregoing.\n\n     \"Tax Return\" means any return, declaration, report, claim for refund,\n      ----------                                                          \ninformation return, or other document (including any related or supporting\nestimates, elections, schedules, statements, or information) filed or required\nto be filed in connection with the determination, assessment, or collection of\nany Tax or the administration of any laws relating to any Tax.\n\n \n                                    - 53 -\n\n     \"Voting Agreement\" means a binding written agreement substantially in the\n      ----------------                                                        \nform of the attached Exhibit E, by which a stockholder of RoweCom or NewsEdge\n                     ---------                                               \nirrevocably agrees to vote in favor of approving this Agreement and the Merger\nand the other transactions contemplated hereby, and not to sell, transfer, or\notherwise dispose of any shares of the capital stock of RoweCom or NewsEdge or\nany voting rights of such shares, until after the Effective Time.\n\n     14.    General.\n\n     14.1.  Cooperation.  Each of the parties will cooperate with the others and\nuse its best reasonable efforts to prepare all necessary documentation, to\neffect all necessary filings, and to obtain all necessary permits, consents,\napprovals, and authorizations of all governmental bodies and other third parties\nnecessary to consummate the transactions contemplated by this Agreement.\n\n     14.2.  Non-Survival of Provisions.  The respective representations,\nwarranties, rights, obligations, covenants, promises, and other agreements of\nthe parties set forth in this Agreement or in any other agreement, instrument,\ncertificate, or other document delivered by any of them in connection with this\nAgreement, the Merger, or any of the other transactions contemplated hereby,\n(other than those provisions of Sections 2 through 4, 7.14, and 8A that by their\nterms are to be performed by RoweCom or the Surviving Corporation after the\nEffective Time of the Merger) will terminate as of the Effective Time.\n\n     14.3.  Expenses.  Each of the parties will be responsible for and will pay\nall of its own expenses in connection with the negotiation and preparation of\nthis Agreement and the consummation of the Merger and the other transactions\ncontemplated hereby; it being understood that if the Merger is consummated, the\nexpenses of NewsEdge effectively will be borne by the Surviving Corporation.\n\n     NewsEdge agrees that its expenses in connection with the negotiation and\npreparation of this Agreement and the consummation of the Merger and the other\ntransactions contemplated hereby will not materially exceed $4,000,000.\n\n     14.4.  Benefits of Agreement; No Assignments; No Third-Party Beneficiaries.\n\n     (a) This Agreement will bind and inure to the benefit of the parties hereto\nand their respective successors, and permitted assigns.\n\n \n                                     -54-\n\n     (b)    No party will assign any rights or delegate any obligations\nhereunder without the consent of the other parties, and any attempt to do so\nwill be void.\n\n     (c)    Nothing in this Agreement is intended to or will confer any rights\nor remedies on any person other than the parties hereto and their respective\nsuccessors, and permitted assigns, except that the persons who immediately\nbefore the Effective Time hold shares of NewsEdge Stock and\/or NewsEdge Stock\nOptions are intended third-party beneficiaries of those provisions of Sections 2\nthrough 4 that by their terms are to be performed by RoweCom or the Surviving\nCorporation after the Effective Time of the Merger.\n\n     14.5.  Notices. All notices, requests, payments, instructions, or other\ndocuments to be given hereunder will be in writing or by written\ntelecommunication, and will be deemed to have been duly given if (i) delivered\npersonally (effective upon delivery), (ii) mailed by registered or certified\nmail, return receipt requested, postage prepaid (effective five business days\nafter dispatch), (iii) sent by a reputable, established courier service that\nguarantees next business day delivery (effective the next business day), or (iv)\nsent by telecopier followed within 24 hours by confirmation by one of the\nforegoing methods (effective upon receipt of the telecopy in complete, readable\nform), addressed as follows (or to such other address as the recipient party may\nhave furnished to the sending party for the purpose pursuant to this section):\n\n     (a)    If to RoweCom or Merger Sub:\n\n            RoweCom Inc.\n            15 Southwest Park\n            Westwood, Massachusetts  02090\n            Attention: Dr. Richard R. Rowe\n                       Chairman and Chief Executive Officer\n\n            Telecopier No. (781) 497-6825\n\n            with a copy sent at the same time and by the same means to:\n\n            Brian Keeler, Esq.\n            Bingham Dana LLP\n            150 Federal Street\n            Boston, Massachusetts  02110\n\n \n                                     -55-\n\n            Telecopier No. (617) 951-8736\n\n     (b)    If to NewsEdge:\n\n            NewsEdge Corporation\n            80 Blanchard Road\n            Burlington, Massachusetts  01803\n            Attention: Donald L. McLagan\n                       Chairman and Chief Executive Officer\n\n            Telecopier No. (781) 229-3060\n\n            with a copy sent at the same time and by the same means to:\n\n            Lawrence S. Wittenberg, Esq.\n            Testa, Hurwitz &amp; Thibeault LLP\n            125 High Street\n            Boston, Massachusetts  02110\n\n            Telecopier No. (617) 248-7100\n\n     14.6.  Counterparts.  This Agreement may be executed by the parties in\nseparate counterparts, each of which when so executed and delivered will be an\noriginal, but all of which together will constitute one and the same agreement.\nIn pleading or proving this Agreement, it will not be necessary to produce or\naccount for more than one such counterpart.\n\n     14.7.  Captions.  The captions of sections or subsections of this Agreement\nare for reference only and will not affect the interpretation or construction of\nthis Agreement.\n\n     14.8.  Equitable Relief.  Each of the parties hereby acknowledges that any\nbreach of its obligations under this Agreement would cause substantial and\nirreparable damage to the parties, and that money damages would be an inadequate\nremedy therefor, and accordingly, acknowledges and agrees that each other party\nwill be entitled to an injunction, specific performance, and\/or other equitable\nrelief to prevent the breach of such obligations.\n\n     14.9.  Construction.  The language used in this Agreement is the language\nchosen by the parties to express their mutual intent, and no rule of strict\nconstruction will be applied against any party.\n\n \n                                     -56-\n\n     14.10.  Amendments and Waivers.  This Agreement may not be amended,\nmodified, or supplemented except by a writing duly executed by RoweCom, Merger\nSub, and NewsEdge.\n\n     No waiver of any breach or default hereunder will be valid unless in a\nwriting signed by the waiving party.  No failure or other delay by any party\nexercising any right, power, or privilege hereunder will be or operate as a\nwaiver thereof, nor will any single or partial exercise thereof preclude any\nother or further exercise thereof or the exercise of any other right, power, or\nprivilege.\n\n     14.11.  Entire Agreement.  This Agreement, together with the exhibits and\nschedules hereto and the other agreements, instruments, certificates, and other\ndocuments referred to herein as having been or to be executed and delivered in\nconnection with the transactions contemplated hereby, contains the entire\nunderstanding and agreement among the parties, and supersedes any prior\nunderstandings or agreements among them, or between or among any of them, with\nrespect to the subject matter hereof.  Notwithstanding the foregoing, the\nprovisions of any confidentiality agreement between NewsEdge and RoweCom, will\nsurvive the execution and delivery of this Agreement.\n\n     14.12.  Governing Law.  This Agreement will be governed by and interpreted\nand construed in accordance with the internal laws of the State of Delaware, as\napplied to contracts under seal made, and entirely to be performed, within\nDelaware, and without reference to principles of conflicts or choice of laws.\n\n\n             [The rest of this page is intentionally left blank.]\n\n \n                    - Signature Page to Merger Agreement -\n\n     Executed and delivered under seal as of the date first above written.\n\n\nROWECOM:                      ROWECOM INC.\n\n\n\n                              By \/s\/ Richard R. Rowe\n                                 _________________________________________\n                                 Richard R. Rowe\n                                 Chairman and Chief Executive Officer\n\n\nMERGER SUB:                   ROWECOM MERGER CORPORATION\n\n\n\n                              By \/s\/ Richard R. Rowe\n                                 _________________________________________\n                                 Richard R. Rowe\n                                 President\n\n\nNEWSEDGE:                     NEWSEDGE CORPORATION\n\n\n\n                              By \/s\/ Donald L. McLagan\n                                 _________________________________________\n                                 Donald L. McLagan\n                                 Chairman and Chief Executive Officer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43021","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","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\/43021","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=43021"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43021"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43021"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43021"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}