{"id":43167,"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-reorganization-about-com-inc-and-north.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-about-com-inc-and-north","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-about-com-inc-and-north.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; About.com Inc. and North Sky Inc."},"content":{"rendered":"<pre>\n                      AGREEMENT AND PLAN OF REORGANIZATION\n\n            THIS AGREEMENT AND PLAN OF REORGANIZATION (this \"Agreement\") is made\nand entered into as of November 30, 1999, by and among About.com, Inc., a\nDelaware corporation (\"About.com\"), About.com Acquisition Corp., a Delaware\ncorporation and a wholly-owned subsidiary of About.com (\"AAC\"), North Sky, Inc.,\na Delaware corporation (\"North Sky\"), and Dalita Stay and Makers LLC, a Utah\nlimited liability company, the sole stockholders of North Sky (collectively, the\n\"Stockholders\").\n\n                                    RECITALS\n\n            WHEREAS, About.com, AAC, North Sky and the Stockholders each have\ndetermined to engage in the transactions contemplated hereby, pursuant to which\n(i) AAC will merge with and into North Sky and (ii) each issued and outstanding\nshare of capital stock of North Sky shall be converted into shares of About.com\ncapital stock in the manner herein described;\n\n            WHEREAS, the respective Boards of Directors of North Sky, About.com\nand AAC, and the Stockholders and About.com, as the sole stockholder of AAC,\nhave each approved this Agreement and the transactions contemplated hereby; and\n\n            WHEREAS, the parties intend for the transactions contemplated by\nthis Agreement to qualify as a plan of reorganization in accordance with the\nprovisions of Section 368(a) of the Internal Revenue Code of 1986, as amended\n(the \"Code\").\n\n            NOW, THEREFORE, in consideration of the foregoing and the mutual\nrepresentations, warranties, covenants and agreements set forth herein, the\nparties agree as follows:\n\n                                   ARTICLE 1\n                                   THE MERGER\n\n            1.1 Surviving Corporation; Effective Time.\n\n                  (a) At the Closing (as defined in Section 7.1) and subject to\nthe terms and conditions of this Agreement, AAC shall be merged with and into\nNorth Sky (the \"Merger\") in accordance with the Delaware General Corporation Law\n(the \"DGCL\"), whereupon the separate existence of AAC shall cease, and North Sky\nshall be the surviving corporation (the \"Surviving Corporation\").\n\n                  (b) Simultaneously with the Closing, North Sky and AAC shall\nfile a certificate of merger (the \"Certificate of Merger\") in the office of the\nSecretary of State of the State of Delaware in accordance with the DGCL. The\nMerger shall become effective at such time as the Certificate of Merger is duly\nfiled in Delaware (the date of such filing being hereinafter referred to as the\n\"Effective Date\" and the time of such filing being hereinafter referred to as\nthe \"Effective Time\"). It is the intention of the parties that this Agreement\nshall constitute an agreement of merger under the DGCL. From and after the\nEffective Time, North\n\n\nSky shall possess all the rights, privileges, powers and franchises and be\nsubject to all of the restrictions, disabilities and duties of both North Sky\nand AAC, as provided under the DGCL.\n\n            1.2 Certificate of Incorporation and Bylaws. The Certificate of\nIncorporation and Bylaws of North Sky shall be amended and restated at and as of\nthe Effective Time to read as did the Certificate of Incorporation and Bylaws of\nAAC immediately prior to the Effective Time (except that the name of the\nsurviving corporation, North Sky, Inc., shall remain unchanged), until\nthereafter amended in accordance with applicable law.\n\n            1.3 Directors and Officers. From and after the Effective Time, the\ndirectors and officers of North Sky, as the surviving corporation, shall be the\nindividuals designated in Schedule 1.3 hereto.\n\n            1.4 Conversion of Shares. As of the Effective Time, by virtue of the\nMerger, automatically and without any action on the part of any holder thereof:\n\n                  (a)   Each issued and outstanding share of North Sky common\n                        stock, $0.0001 par value per share (the \"Shares\"), shall\n                        be converted into the quotient obtained upon dividing\n                        (x) {752,942} by (y) {the sum of (i) 7,383,000 and (ii)\n                        the number of shares of North Sky common stock issuable\n                        upon conversion of all outstanding convertible debt\n                        securities of North Sky (the number of such shares being\n                        518,379 as of November 29,1999 and (iii) the number of\n                        shares of North Sky common stock issuable upon exercise\n                        of vested options (after giving effect to acceleration)\n                        to purchase shares of North Sky common stock immediately\n                        following the Effective Time under the North Sky 1997\n                        Stock Option Plan (the \"North Sky Stock Option Plan\")\n                        (the number of such shares being 3,355,875, provided the\n                        Effective Date is on or prior to December 18, 1999) and\n                        (iv) 605,000} (the \"Exchange Ratio\") shares of\n                        About.com's common stock, $0.001 par value per share\n                        (the \"About.com Common Stock\").\n\n                  (b)   The shares of About.com Common Stock to be issued\n                        pursuant to Section 1.4(a) shall be adjusted to reflect\n                        fully the effect of any stock split, reverse split,\n                        stock dividend, reorganization, recapitalization or\n                        other like change with respect to the capital stock of\n                        either About.com or North Sky occurring after the\n                        execution of this Agreement and prior to the Effective\n                        Time.\n\n                  (c)   Fractional shares of About.com Common Stock will not be\n                        issued in connection with the conversion of the Shares\n                        into shares of About.com Common Stock and the Shares\n                        converted pursuant to subsection (a) above shall be\n                        rounded up to the nearest whole number of shares of\n                        About.com Common Stock.\n\n\n                                       2\n\n\n            1.5 Exchange of Certificates.\n\n                  (a) At the Closing and subject to the terms of the Escrow\nAgreement (as defined below), upon receipt of the certificates representing the\nShares, AAC shall deliver to each Stockholder and each other holder of common\nstock of North Sky in exchange therefor a certificate for the number of shares\nof About.com Common Stock to which such holder is entitled pursuant to Section\n1.4 (subject to any Escrowed Amounts (as defined in Section 1.6)). Certificates\nrepresenting the shares of About.com Common Stock to be issued pursuant to\nSection 1.4 shall include an appropriate Securities Act of 1933 legend (Rule 144\nlegend) providing that the stock evidenced by the certificates are restricted\nsecurities.\n\n                  (b) All About.com Common Stock delivered to the Stockholders,\nthe other holders of common stock of North Sky or the Escrow Agent (as defined\nbelow) in exchange for the Shares in accordance with the terms hereof shall be\ndeemed to have been delivered in full satisfaction of all rights pertaining to\nsuch Shares. After the Effective Time, there shall be no further registration of\ntransfers on the stock transfer books of North Sky of certificates representing\nany North Sky capital stock that were outstanding immediately prior to the\nEffective Time. If, after the Effective Time, certificates representing North\nSky capital stock are presented for any reason, they shall be cancelled and\nexchanged as provided in this Section 1.5.\n\n            1.6 Escrow. Prior to the Effective Time, About.com, AAC, North Sky,\nthe Stockholders and First Union National Bank (the \"Escrow Agent\") shall have\nentered into an Escrow Agreement substantially in the form attached hereto as\nExhibit A (the \"Escrow Agreement\"). Pursuant to the terms and conditions of the\nEscrow Agreement, upon the Closing About.com shall deliver 35,150 of the shares\nof About.com Common Stock that the Stockholders are otherwise eligible to\nreceive pursuant to Section 1.4 (the \"Escrowed Amounts\") to the Escrow Agent for\ndeposit in the Escrow Account (as defined in the Escrow Agreement) for the\npurpose of securing various obligations of North Sky and the Stockholders set\nforth in this Agreement and the Escrow Agreement. The Escrowed Amounts shall be\nheld by the Escrow Agent under the Escrow Agreement pursuant to the terms\nthereof. The Escrowed Amounts shall be held as a trust fund and shall not be\nsubject to any lien, attachment, trustee process or any other judicial process\nof any creditor of any party, and shall be held and disbursed solely for the\npurposes and in accordance with the terms of the Escrow Agreement.\n\n            1.7 Employee Benefit Plans; Assumption of Options. At the Effective\nTime, the North Sky Stock Option Plan, and each outstanding option to purchase\nshares of North Sky common stock under the North Sky Stock Option Plan, whether\nvested or unvested, will be assumed by About.com. Schedule 1.7 hereto sets forth\na true and complete list as of the date hereof of all holders of outstanding\noptions under the North Sky Stock Option Plan and includes the number of shares\nof North Sky Common Stock subject to each such option, the exercise or vesting\nschedule, the exercise price per share and the term of each such option. On the\nClosing Date, North Sky shall deliver to About.com an updated Schedule 1.7\nhereto current as of such date. Each such option so assumed by About.com under\nthis Agreement shall continue to have, and be subject to, the same terms and\nconditions set forth in the North Sky Stock Option Plan, and the applicable\nstock option agreement immediately prior to the Effective Time, except that (i)\nsuch option will be exercisable for that number of whole shares of About.com\ncommon stock equal to the product of the number of shares of North Sky common\nstock that were issuable upon\n\n\n                                       3\n\n\nexercise of such option immediately prior to the Effective Time multiplied by\nthe Exchange Ratio and rounded to the nearest whole number of shares of\nAbout.com common stock, and (ii) the per share exercise price for the shares of\nNorth Sky common stock issuable upon exercise of such assumed option will be\nequal to the quotient determined by dividing the exercise price per share of\nNorth Sky common stock at which such option was exercisable immediately prior to\nthe Effective Time by the Exchange Ratio, rounded to the nearest whole cent.\nConsistent with the terms of the North Sky Stock Option Plan, and the documents\ngoverning the outstanding options under such stock option plan, the Merger will\nnot terminate any of the outstanding options under the North Sky Stock Option\nPlan but will accelerate the exercisability and vesting of some of the options\nas set forth in Schedule 1.7 hereto. It is the intention of the parties that the\noptions so assumed by About.com qualify, to the maximum extent permissible,\nfollowing the Effective Time as incentive stock options as defined in Section\n422 of the Code to the extent such options qualified as incentive stock options\nprior to the Effective Time. Within 15 business days after the Effective Time,\nAbout.com will issue to each person who, immediately prior to the Effective Time\nwas a holder of an outstanding option under the North Sky Stock Option Plan a\ndocument in form and substance satisfactory to North Sky evidencing the\nforegoing assumption of such option by About.com.\n\n                                   ARTICLE 2\n               REPRESENTATIONS AND WARRANTIES OF ABOUT.COM AND AAC\n\n            Each of About.com and AAC, jointly and severally, agrees with, and\nrepresents and warrants to North Sky and each of the Stockholders as follows:\n\n            2.1 Organization. Each of About.com and AAC is a corporation duly\nincorporated, validly existing and in good standing under the laws of the State\nof Delaware.\n\n            2.2 Power and Authority. Each of About.com and AAC has all requisite\ncorporate power and authority to enter into this Agreement and all other\ndocuments contemplated hereby (collectively, the \"About.com Documents\") and to\nconsummate the transactions contemplated hereby. The About.com Documents have\nbeen duly executed and delivered by each of About.com and AAC, have been\nauthorized by all necessary corporate action of each of About.com and AAC and\nconstitute the legal, valid and binding obligations of each of About.com and\nAAC, enforceable against About.com and AAC in accordance with their terms,\nexcept as such enforceability may be limited by bankruptcy, fraudulent\nconveyance, insolvency, reorganization, moratorium and other laws relating to or\naffecting creditors' rights generally and by general equitable principles.\n\n            2.3 Reports; Financial Statements. About.com has furnished to North\nSky true and complete copies of its registration statement on Form S-1 as\ninitially filed on December 30, 1998, together with all amendments thereto\nincluding its financial statements for the period ended December 31, 1996 and\nthe years ended December 31, 1997 and December 31, 1998, contained therein,\ntogether with each registration statement, prospectus, report, proxy statement\nor information statement prepared by About.com since its initial public offering\non March 24, 1999, including About.com's Quarterly Report on Form 10-Q for the\nquarter ended September\n\n\n                                       4\n\n\n30, 1999 in the form (including exhibits, annexes and any amendments thereto)\nfiled with the Securities and Exchange Commission (\"SEC\") (collectively,\nincluding any such reports filed subsequent to the date of this Agreement,\n\"About.com's SEC Reports\"). As of their respective dates, About.com's SEC\nReports complied as to form with all applicable requirements under the\nSecurities Act of 1933, as amended (the \"Securities Act\") and the Securities\nExchange Act of 1934, as amended (the \"Exchange Act\") and the rules and\nregulations thereunder and did not contain any untrue statement of a material\nfact or omit to state a material fact required to be stated therein or necessary\nto make the statements made therein not misleading. Each of the consolidated\nbalance sheets included in or incorporated by reference into About.com's SEC\nReports (including the related notes and schedules) fairly presents the\nconsolidated balance sheet of About.com and its subsidiaries as of its date and\neach of the consolidated statements of income, shareholders' investment and cash\nflows included in or incorporated by reference into About.com's SEC Reports\n(including any related notes and schedules) fairly presents the consolidated\nresults of operations, statement of shareholders' investment and cash flows, as\nthe case may be, of About.com and its subsidiaries for the periods set forth\ntherein (subject, in the case of unaudited statements, to the absence of notes\n(to the extent permitted by the rules applicable to form 10-Q) and to normal\nyear-end adjustments that will not be material in amount or effect), in each\ncase in accordance with GAAP consistently applied during the periods involved,\nexcept as may be noted therein.\n\n            2.4 No Conflict or Default. Except where such violation, conflict or\nbreach would not result in a Material Adverse Effect (defined below in Section\n3.1), neither the execution and delivery of this Agreement or any of the\ndocuments to be delivered hereunder, nor compliance with the terms and\nprovisions hereof or thereof, will violate any statute, regulation or ordinance\nof any governmental authority, or conflict with or result in the breach of any\nterm, condition or provision of (i) the Certificate of Incorporation or Bylaws\nof About.com, or (ii) of any agreement, deed, contract, mortgage, indenture,\nwrit, order, decree, legal obligation or instrument to which About.com is a\nparty, or constitute a default (or an event which, with the lapse of time or the\ngiving of notice, or both, would constitute a default) thereunder, or result in\nthe creation or imposition of any material lien, charge, encumbrance or\nrestriction of any nature whatsoever.\n\n            2.5 Consents and Approvals. Except for the filing of the Certificate\nof Merger and any applicable federal or state securities filings (including,\nwithout limitation, the filing with the Securities and Exchange Commission of\nthe Form S-3 Registration Statement and the Form S-8 Registration Statement, as\nsuch terms are defined in Sections 4.7 and 4.8 hereof, respectively), and the\nconsent of Donaldson Lufkin &amp; Jenrette Securities Corporation to the filing of\nthe Form S-8 Registration Statement and the issuance of the shares of About.com\nCommon Stock in connection with the Merger, and except for such consents,\napprovals or filings which, if not obtained or made, would not have a Material\nAdverse Effect (as such term is defined in Section 3.1 hereof) on About.com or\nAAC and would not prevent, materially alter or delay any of the transactions\ncontemplated by this Agreement, no consent, approval, order, authorization of,\nor registration, qualification, designation, declaration or filing with, any\nfederal, state or local governmental authority or any non-governmental third\nparty on the part of About.com or AAC is required in connection with the\nexecution, delivery and performance by About.com and AAC of this Agreement or\nthe consummation of the transactions contemplated hereby.\n\n\n                                       5\n\n\n            2.6 Brokers or Finders. Neither About.com nor AAC has incurred, or\nwill incur, directly or indirectly, any liability for brokerage or finders' fees\nor agents' commissions or any similar charges in connection with this Agreement\nor any transaction contemplated hereby.\n\n            2.7 Capitalization. As of September 30, 1999, the authorized capital\nstock of About.com consisted of (a) 50,000,000 shares of common stock, par value\n$.0001 per share, of which (i) 12,288,418 shares were issued and outstanding,\n(ii) 65,860 were issuable upon exercise of outstanding warrants and (iii)\n2,778,071 were issuable upon exercise of then outstanding options (of which\noptions to purchase 833,006 shares were then exercisable) and (b) 5,000,000\nshares of preferred stock, par value $.0001 per share, none of which were issued\nand outstanding. All of the outstanding shares of capital stock of About.com\nhave been duly authorized and validly issued and are fully paid, non-assessable\nand not subject to any preemptive or similar rights.\n\n            2.8 Absence of Certain Changes. Since September 30, 1999, there has\nnot been:\n\n                  (a) Any event that may reasonably have a Material Adverse\n      Effect on About.com; or\n\n                  (b) Any declaration, setting aside or payment of dividends or\n      distributions in respect of the capital stock of About.com, or any\n      split-up or other recapitalization in respect of the capital stock of\n      About.com or any direct or indirect redemption, purchase or other\n      acquisition of any such capital stock of About.com or any agreement to do\n      any of the foregoing;\n\n                  (c) Any change in the accounting methods, practices or\n      policies followed by About.com from those in effect during the past year;\n\n                  (d) Any change or amendment to the Certificate of\n      Incorporation or Bylaws of About.com; or\n\n                  (e) Any alteration in any term of any outstanding securities,\n      including stock options, of About.com, except for such changes which would\n      not have a Material Adverse Effect on About.com.\n\n                                   ARTICLE 3\n                   REPRESENTATIONS AND WARRANTIES OF NORTH SKY\n\n            North Sky represents and warrants to each of About.com and AAC that:\n\n            3.1 Organization and Corporate Authority. North Sky is a corporation\nduly incorporated, validly existing and in good standing under the laws of the\nState of Delaware. Schedule 3.1 hereto sets forth all states in which North Sky\nis qualified to do business, and North Sky has requisite corporate power and\nauthority to carry on its business and is qualified to do business in each state\nwhere the conduct of its business requires such qualification, except where the\nfailure to be so qualified is not reasonably likely to have a Material Adverse\nEffect. For purposes of this Agreement, \"Material Adverse Effect\" means, with\nrespect to any person or\n\n\n                                       6\n\n\nentity, a material adverse effect on the financial condition, assets and\nliabilities (taken together), results of operations or business of such person\nor entity and its subsidiaries, taken as a whole; provided, however, that none\nof the following shall be deemed to constitute, and shall not be taken into\naccount in determining the occurrence of, a Material Adverse Effect with respect\nto a person or entity: (i) any effect arising from or relating to general\nbusiness or economic conditions which does not affect such person or entity in\nany materially disproportionate manner, or (ii) any effect relating to or\naffecting the software or internet industries, which does not effect such person\nor entity in a disproportionate manner and (iii) any effect arising from or\nrelating to the announcement or pendency of the Merger.\n\n            3.2 Power and Authority. North Sky has all requisite corporate power\nand authority to enter into this Agreement and all other documents contemplated\nhereby (collectively, the \"North Sky Documents\") and to consummate the\ntransactions contemplated hereby. The North Sky Documents have been duly\nexecuted and delivered by North Sky, have been authorized by all necessary\ncorporate action of North Sky and constitute legal, valid and binding\nobligations of North Sky, enforceable against North Sky in accordance with their\nrespective terms, except as such enforceability may be limited by bankruptcy,\nfraudulent conveyance, insolvency, reorganization, moratorium and other laws\nrelating to or affecting creditors' rights generally and by general equitable\nprinciples.\n\n            3.3 Capitalization.\n\n                  (a) The authorized capital stock of North Sky consists of (a)\n      20,000,000 shares of common stock, par value $.0001 per share, of which\n      (i) 7,383,000 shares are presently issued and outstanding, (ii) 5,222,500\n      shares are issuable upon the exercise of currently outstanding options\n      under the North Sky Stock Option Plan (of which options to purchase\n      3,355,875 shares shall be vested on the Closing Date, provided the Closing\n      Date occurs on or before December 18, 1999) and (iii) 518,379 shares are\n      issuable upon conversion of outstanding convertible debt securities as of\n      November 29, 1999, and (b) 2,000,000 shares of preferred stock, par value\n      $.0001 per share, none of which have been issued. All such shares of\n      issued and outstanding stock are owned of record and beneficially by the\n      Stockholders. Schedule 3.3(a) hereto sets forth the number of shares of\n      North Sky common stock held by the Stockholders and the number of shares\n      of North Sky common stock issuable upon conversion of outstanding\n      convertible debt securities currently held by the individuals or entities\n      set forth therein (the \"Convertible Debtholders\"). All outstanding shares\n      of North Sky capital stock have been duly authorized and validly issued\n      and are fully paid and nonassessable. There have been no additional shares\n      of capital stock of North Sky that have been issued or that are presently\n      outstanding and, except as set forth on Schedule 3.3(b) hereto, there are\n      no other subscriptions, options, warrants, conversion rights, rights of\n      exchange or other rights, plans, agreements or commitments of any nature\n      whatsoever (including, without limitation, conversion or preemptive\n      rights) providing for the purchase, issuance, transfer, registration or\n      sale of any shares of North Sky's capital stock or any securities\n      convertible into or exchangeable for any shares of North Sky capital\n      stock. All of the shares of North Sky's capital stock, and all securities\n      exercisable for or convertible into North Sky's capital stock, issued by\n      North Sky have been issued pursuant to valid exemptions from registration\n      under all federal and state securities laws and there are no outstanding\n\n\n                                       7\n\n\n      obligations of North Sky to repurchase, redeem or otherwise acquire any of\n      the shares of capital stock issued by North Sky. Schedule 3.3(b) hereto\n      sets forth the names of all optionees under the North Sky Stock Option\n      Plan, detailing the number of options, exercise price and vesting schedule\n      (including acceleration) of such options. North Sky hereby agrees to\n      provide updated versions of Schedule 3.3(a) and Schedule 3.3(b) on, and as\n      of, the Closing Date.\n\n                  (b) All outstanding options to purchase shares of North Sky's\n      common stock under the North Sky Stock Option Plan were granted as\n      incentive stock options, and immediately prior to the Effective Time will\n      be incentive stock options, as such term is defined in the Code.\n\n            3.4 Subsidiaries. North Sky does not presently own, directly or\nindirectly, any interest in any other corporation, association, joint venture or\nother business entity.\n\n            3.5 Financial Statements; Financial Records. North Sky has delivered\nto About.com and AAC its audited financial statements (balance sheet, statement\nof operations and statement of cash flows) as of, and for the years ended,\nDecember 31, 1996, December 31, 1997 and December 31, 1998 (the \"Audited\nFinancial Statements\"), and will deliver to About.com and AAC prior to the\nEffective Time, its unaudited financial statements (balance sheet, statement of\noperations and statement of cash flows) as of, and for the nine-month period\nended, September 30, 1999 (for which North Sky shall have performed a review in\naccordance with Statements of Standards for Accounting and Review Services\nissued by the American Institute of Certified Public Accountants and delivered a\nreview report thereon to About.com and AAC) (the \"Unaudited Financial\nStatements\", and the Audited Financial Statements and Unaudited Financial\nStatements are collectively referred to herein as the \"Financial Statements\").\nThe Unaudited Financial Statements will not differ materially from the draft\nbalance sheet, statement of operations and statement of cash flows of North Sky\nas of, and for the nine-month period ended, September 30, 1999, previously\nprovided by North Sky to About.com. The Financial Statements have been, and will\nbe, prepared in accordance with GAAP (except that the unaudited financial\nstatements will not have notes thereto) consistently applied throughout the\nperiods involved, except, with respect to the audited Financial Statements only,\nas may be noted therein. The Financial Statements fairly present the financial\ncondition and operating results of North Sky as of the dates, and for the\nperiods, indicated therein, subject, with respect to the unaudited Financial\nStatements, to normal year-end audit adjustments which are not expected to be\nmaterial. North Sky maintains and will continue to maintain an adequate system\nof internal controls established and administered in accordance with generally\naccepted accounting principles. The internal books and records of North Sky from\nwhich the Financial Statements were derived do not contain any information which\nis materially false or misleading and were maintained substantially in\naccordance with generally accepted accounting principles.\n\n            3.6 Absence of Certain Changes. Except as set forth in Schedule 3.6\nhereto, since September 30, 1999, there has not been:\n\n                  (a) Any event that may reasonably have a Material Adverse\n      Effect on North Sky;\n\n\n                                       8\n\n\n                  (b) Any increase in or modification of any bonus, pension,\n      insurance or other employee benefit plan, payment or arrangement\n      (including, without limitation, the granting of stock options (or the\n      alteration of the terms of any stock option grants), restricted stock\n      awards or stock appreciation rights) made to, for or with any of North\n      Sky's directors, employees or contractors;\n\n                  (c) Any declaration, setting aside or payment of dividends or\n      distributions in respect of the capital stock of North Sky, or any\n      split-up or other recapitalization in respect of the capital stock of\n      North Sky or any direct or indirect redemption, purchase or other\n      acquisition of any such capital stock of North Sky or any agreement to do\n      any of the foregoing;\n\n                  (d) Any issuance, transfer, sale or pledge by North Sky of any\n      shares of its capital stock or other securities (whether debt, equity, a\n      combination thereof or otherwise) or of any commitment, option, right or\n      privilege under which North Sky is or may become obligated to issue any\n      shares of its capital stock or other securities;\n\n                  (e) Any alteration in any term of any outstanding securities,\n      including stock options of North Sky;\n\n                  (f) Any change in the accounting methods, practices or\n      policies followed by North Sky from those in effect during the past year;\n\n                  (g) Any sale, assignment, or transfer of any North Sky Rights\n      (as defined in Section 3.12 below);\n\n                  (h) Any change in or amendment to the Certificate of\n      Incorporation or Bylaws of North Sky; or\n\n                  (i) Any agreement or commitment, whether written or oral, by\n      North Sky to do any of the things described in this Section 3.6.\n\n            3.7 Liabilities. Except as set forth in Schedule 3.7 hereto, North\nSky does not have, and as of the Closing Date (as defined below) will not have,\nany liabilities or obligations of any kind that, in the aggregate, exceed Fifty\nThousand Dollars ($50,000.00) (whether absolute or contingent or accrued),\nexcept for accounts payable incurred in the ordinary course of business as\ndisclosed in Schedule 3.19 hereto.\n\n            3.8 Litigation. As of the date hereof, no litigation, arbitration or\nother proceeding is pending or, to the best knowledge of North Sky, threatened\nby or against North Sky, its properties or assets, the capital stock of North\nSky or its officers, directors or stockholders before any court or any\ngovernment agency, and, to the best knowledge of North Sky, no facts exist which\nmight form the basis for any such litigation, arbitration or proceeding. North\nSky, to its knowledge, is not the subject of any investigation for violation of\nany laws, regulations or administrative orders applicable to its business by any\ngovernmental authority or any other person. There is no judgment, decree,\ninjunction, rule or order of any court, governmental department, commission,\nagency, instrumentality or arbitrator outstanding against North Sky or either of\nthe Stockholders, their respective properties or assets or the capital stock of\nNorth Sky\n\n\n                                       9\n\n\nor which in any manner challenges or seeks to prevent enjoin, alter or\nmaterially delay any of the transactions contemplated hereby. There is no\naction, suit, proceeding or investigation by North Sky or the Stockholders\ncurrently pending or that is currently contemplated.\n\n            3.9 No Conflict or Default. Except as set forth in Schedule 3.9\nhereto, and except where such violation, conflict or breach would not result in\na Material Adverse Effect, neither the execution and delivery of this Agreement\nor any of the documents to be delivered hereunder, nor compliance with the terms\nand provisions hereof or thereof, will violate any statute, regulation or\nordinance of any governmental authority, or conflict with or result in the\nbreach of any term, condition or provision of (i) the Certificate of\nIncorporation or Bylaws of North Sky, or (ii) any agreement, deed, contract,\nmortgage, indenture, writ, order, decree, legal obligation or instrument to\nwhich either of the Stockholders is a party or by which any of them are or may\nbe bound, or (iii) of any agreement, deed, contract, mortgage, indenture, writ,\norder, decree, legal obligation or instrument to which North Sky is a party, or\nconstitute a default (or an event which, with the lapse of time or the giving of\nnotice, or both, would constitute a default) thereunder, or result in the\ncreation or imposition of any material lien, charge, encumbrance or restriction\nof any nature whatsoever.\n\n            3.10 Consents and Approvals. Except for the contracts set forth on\nSchedule 3.10 hereto and in connection with the filing of the Certificate of\nMerger, and except for such consents, approvals or filings which, if not\nobtained or made, would not have a Material Adverse Effect on North Sky and\nwould not prevent, materially alter or delay any of the transactions\ncontemplated by this Agreement, no consent, approval, order, authorization of,\nor registration, qualification, designation, declaration or filing with, any\nfederal, state or local governmental authority or any non-governmental third\nparty on the part of North Sky or either of the Stockholders is required in\nconnection with the execution, delivery and performance by North Sky and the\nStockholders of this Agreement, the consummation of the transactions\ncontemplated hereby.\n\n            3.11 Taxes.\n\n                  (a) North Sky has duly elected to be treated as a S\n      corporation under the Code and all pertinent state tax laws, and has been\n      qualified and treated as a S corporation for federal and state income tax\n      purposes since the date of its organization. North Sky will continue to be\n      treated as a S corporation until the Effective Time and will not revoke or\n      terminate its S corporation status prior to the Effective Time.\n\n                  (b) North Sky has (i) duly and timely filed or caused to be\n      filed all Federal, state and local tax returns, statements, reports and\n      forms required to be filed by North Sky and will duly and timely file or\n      cause to be filed all such applicable tax returns, statements, reports and\n      forms required to be filed prior to the Effective Date which relate to\n      North Sky or with respect to which North Sky is liable or otherwise in any\n      way subject, including, without limitation, any income, property, sales,\n      use, franchise, added value, withholding, and social security taxes, and\n      all such tax returns (including all amendments thereto) (A) are and will\n      be complete, accurate and in accordance in all material respects with all\n      legal requirements applicable thereto and (B) as of the time of filing,\n      correctly reflected or will correctly reflect the facts regarding the\n      income, business\n\n\n                                       10\n\n\n      assets, operations, activities, status or other matters of North Sky\n      required to be shown thereon, (ii) paid or will pay, when due, all taxes\n      shown to be due and payable on such returns, or pursuant to any assessment\n      or otherwise, and (iii) properly accrued, charged or established adequate\n      reserves on the Financial Statements for all unpaid taxes arising in\n      respect of any fiscal year of North Sky. No tax liabilities, disallowances\n      or assessments relating to the business, assets or employees or\n      independent contractors of North Sky have been assessed as of the date\n      hereof, and, to the best knowledge of North Sky and the Stockholders,\n      there is no basis for any such liabilities, disallowances or assessments.\n      North Sky is not delinquent in the payment of any taxes which would result\n      in the imposition of any charge, lien, encumbrance or adverse claim of any\n      kind whatsoever on North Sky, its properties or assets or the capital\n      stock of North Sky. North Sky has properly withheld and\/or paid all\n      withholding, employment or other similar taxes and all unemployment\n      compensation and similar obligations required to be withheld or paid. The\n      Stockholders will be responsible for filing any tax return relating to the\n      business of North Sky conducted prior to the Closing, including any tax\n      returns covering the S corporation short taxable year end by reason of the\n      Merger (subject to About.com's approval, which shall not be unreasonably\n      withheld).\n\n            3.12 Intellectual Property Rights.\n\n                  (a) Schedule 3.12 hereto sets forth a list of all patents,\n      patent applications, trade names, trademarks, service marks, brandmarks,\n      copyrights, trade secrets, proprietary software and other intellectual\n      property rights owned by, licensed or used in the business of North Sky,\n      or which are registered in the name of North Sky (collectively, the \"North\n      Sky Rights\"). Except as set forth on Schedule 3.12, North Sky has full\n      title and ownership of, or has license to, the North Sky Rights. To the\n      knowledge of North Sky, no third party has any ownership right, title,\n      interest, claim or lien on any of the North Sky Rights (except pursuant to\n      the agreements between North Sky and such party).\n\n                  (b) Except as set forth in Schedule 3.12 hereto, to the\n      knowledge of North Sky, there are no outstanding options, licenses,\n      sublicenses or agreements of any kind relating to the North Sky Rights nor\n      are there any options, licenses, sublicenses or agreements of any kind\n      with respect to the patents, trademarks, trade names, copyrights, trade\n      secrets, rights, or other intellectual property or other proprietary\n      rights of any other person or entity which relate to the business of North\n      Sky and there has been no disposition, license, sublicense or disclosure\n      of the North Sky Rights or any portion thereof.\n\n                  (c) To the knowledge of North Sky, North Sky has not violated\n      or infringed, and North Sky has not received any communications alleging\n      that North Sky (or any of its employees or consultants) has violated or\n      infringed or, by conducting its business as proposed, would violate or\n      infringe, any intellectual property of any other person or entity.\n\n                  (d) North Sky has taken reasonable security measures to\n      protect the secrecy, confidentiality and value of the North Sky Rights.\n      Any employee or other\n\n\n                                       11\n\n\n      person who, either alone or in concert with others, developed, invented,\n      discovered, derived, programmed or designed any of the North Sky Rights or\n      any part thereof, or who has knowledge of or access to information\n      relating to it, has been put on notice that the North Sky Rights is\n      proprietary to North Sky and not to be divulged or misused and has\n      assigned all of his or her rights relating to the North Sky Rights to\n      North Sky. No claim of ownership or legal title or interest in or with\n      respect to the North Sky Rights by or against any employee or other person\n      who had access to the North Sky Rights has been made in writing or, to the\n      knowledge of North Sky, now exists. All employees (including leased\n      employees) and consultants of North Sky have signed an Employee\n      Proprietary Information and Inventions Agreement in the form attached\n      hereto as Exhibit D. No third party (other than a licensor under a license\n      to North Sky) has access to the source code versions of any of the North\n      Sky Rights or is otherwise in a position to duplicate or make any\n      unauthorized use of such source code versions.\n\n                  (e) North Sky is not aware that any employees or independent\n      contractors of North Sky are obligated under any contract or other\n      agreement, or subject to any judgment, decree or order of any court or\n      administrative agency, that would, after the date of Closing, interfere\n      with the unrestricted use of the North Sky Rights. To the knowledge of\n      North Sky, neither the execution nor delivery of this Agreement, nor the\n      carrying on of North Sky's business by the employees and independent\n      contractors of North Sky following the Closing, will conflict with or\n      result in a breach of the terms, conditions or provisions of, or\n      constitute a default under, any contract, covenant or instrument under\n      which any of such employees is now obligated.\n\n                  (f) North Sky is Year 2000 Compliant (except for such\n      non-compliance that would not be reasonably expected to have a Material\n      Adverse Effect on North Sky). As used herein, Year 2000 Compliant means\n      that each item of software used in its business, and each of the other\n      North Sky Rights, is designed effectively and without error to record,\n      store, process, calculate, verify and present calendar dates falling on or\n      after (and, if applicable, spans of time including) January 1, 2000, and\n      before December 31, 2049, and that each such item will calculate any\n      information (including information imported from, or exported to, other\n      programs or systems) dependent on or relating to such dates in the same\n      manner, and with the same functionality, data integrity and performance,\n      as it records, stores, processes, calculates and presents calendar dates\n      on or before December 31, 1999, or calculates any information dependent on\n      or relating to such dates.\n\n            3.13 Compliance with Law. North Sky has complied and is in\ncompliance in all material respects with all applicable federal, state and local\nlaws, statutes, licensing requirements, rules and regulations, including those\nthat relate to environmental, employment, labor and other matters, except for\nany non-compliance that would not have a Material Adverse Effect on North Sky.\n\n            3.14 Brokers or Finders. North Sky has not incurred, and will not\nincur, directly or indirectly, any liability for brokerage or finders' fees or\nagents' commissions or any similar charges in connection with this Agreement or\nany transaction contemplated hereby.\n\n\n                                       12\n\n\n            3.15 Employees\/Contractors. North Sky has furnished to About.com a\ntrue and complete list setting forth the names and annual salaries of all\ncurrent employees and independent contractors.\n\n            3.16 Bank Accounts North Sky has furnished to About.com a true and\ncomplete list in Schedule 3.16 hereto setting forth the names and addresses of\nall banks, other institutions and state governmental departments at which North\nSky has accounts, deposits or the like, and the names of all persons authorized\nto draw on or give instructions with respect thereto or holding a\npower-of-attorney on behalf of North Sky. All cash held in such accounts is not\nsubject to any restriction or limitation as to withdrawal.\n\n            3.17 Title to Properties and Assets; Leases. Schedule 3.17 hereto\nsets forth the real estate and all material items of tangible personal property,\nincluding fixed assets and equipment, owned or leased by North Sky or used in\nthe operation of the business of North Sky. Except as set forth in Schedule\n3.17, North Sky owns, or has a valid right to use, its assets and real estate\nand property free and clear of all mortgages, liens, claims and encumberances.\nWith respect to the property and assets it leases or licenses, North Sky is in\ncompliance with such leases or licenses in all respects, except for any\nnon-compliance that would not have a Material Adverse Effect on North Sky.\n\n            3.18 Accounts Receivable. Schedule 3.18 hereto contains a summary of\nthe accounts receivable of North Sky as of the date of this Agreement, together\nwith an aging schedule of such accounts receivable.\n\n            3.19 Accounts Payable. Schedule 3.19 hereto contains a summary of\nthe accounts payable of North Sky as of the date of this Agreement, all of which\narose in the normal and ordinary course of the business of North Sky.\n\n            3.20 Contracts. Schedule 3.20 hereto contains a complete list of\neach contract or agreement to which North Sky is a party or which relates to the\noperation of the business of North Sky with a present value greater than Fifty\nThousand Dollars ($50,000.00). Each of these contracts or agreements is a legal,\nbinding and enforceable obligation by or against North Sky, except as such\nenforceability may be limited by bankruptcy, fraudulent conveyance, insolvency,\nreorganization, moratorium and other laws relating to or affecting creditors'\nrights generally and by general equitable principles. To North Sky's knowledge,\nno party with whom North Sky has an agreement or contract is in material default\nthereunder or has breached any term or provision thereof. North Sky is not in\nmaterial default in respect of any contract or agreement listed on Schedule\n3.20.\n\n            3.21 Interested Party Transactions. Except as set forth on Schedule\n3.21 hereto, neither North Sky nor any of its subsidiaries has entered into any\ncontract or agreement with, or has any understanding with, or is indebted to,\nany director, stockholder, officer, employee or agent of North Sky or any of its\nsubsidiaries (except for amounts due as normal salaries and bonuses and in\nreimbursement of ordinary expenses), and no such person is indebted to North Sky\nor any of its subsidiaries (collectively, \"Interested Party Transactions\").\nExcept as set forth on Schedule 3.21 hereto, neither North Sky nor the\nStockholders, to its knowledge, has any direct or indirect ownership interest in\nany corporation, partnership or other entity with which\n\n\n                                       13\n\n\nNorth Sky is affiliated or with which North Sky has a business relationship, or\nany corporation, partnership or other entity that competes with North Sky;\nprovided, however, that nothing in this Section 3.21 shall prevent any such\nperson from owning up to Two Percent (2%) of the outstanding stock of any\ncompany which is publicly traded. The terms of all Interested Party Transactions\nare no less favorable to North Sky than those that North Sky would have obtained\nhad such transactions been entered into in an arms-length manner with\nindependent third parties.\n\n            3.22 Insurance. North Sky has in full force and effect fire and\ncasualty insurance policies, with extended coverage, sufficient in amount\n(subject to reasonable deductibles) to allow it to replace any of its properties\nthat might be damaged or destroyed. Schedule 3.22 hereto sets forth all\ninsurance policies currently maintained by North Sky, together with the\nproviders and the termination dates of such policies.\n\n            3.23 Domain Ownership. Schedule 3.23 hereto sets forth all Internet\ndomains of which North Sky is the registered owner.\n\n            3.24 Representations Complete. None of the representations and\nwarranties made by North Sky or the Stockholders herein, nor any statement made\nin any Exhibit, Schedule or certificate furnished pursuant to this Agreement,\ncontains or will contain any untrue statement of a material fact, or omit to\nstate any material fact required to be stated therein, or necessary in order to\nmake the statements made, in light of the circumstances under which they were\nmade, not misleading.\n\n                                   ARTICLE 4\n                        CERTAIN COVENANTS AND AGREEMENTS\n\n            4.1 Conduct of Business by North Sky. During the period from the\ndate of this Agreement to the Closing Date, North Sky shall conduct its\noperations, only according to its ordinary and usual course of business and will\nuse its best efforts to preserve intact its business organization, keep\navailable the services of its officers and employees and maintain satisfactory\nrelationships with clients and others having business relationships with North\nSky. During the period from the date of this Agreement to the Closing Date,\nNorth Sky shall confer on a regular and frequent basis with one or more\ndesignated representatives of About.com to report material operational matters\nand to report the general status of ongoing operations. North Sky shall\nimmediately notify About.com of any emergency or other change in the normal\ncourse of its business or in the operation of its properties and of any\ncomplaints, investigations or hearings (or communications indication that the\nsame may be contemplated), adjudicatory proceedings, budget meetings or\nsubmissions involving North Sky and permit About.com's representatives prompt\naccess to all materials prepared in connection therewith. Further:\n\n                  (a) From the date hereof until the Closing, neither North Sky\n      nor the Stockholders shall, without About.com's prior express written\n      consent, which consent shall not be unreasonably withheld, or except as\n      expressly permitted hereby:\n\n                        (i) incur any additional indebtedness for borrowed money\n            relating to North Sky, or guarantee any indebtedness or obligation\n            of any other party;\n\n\n                                       14\n\n\n                        (ii) issue, redeem or purchase any of North Sky's\n            capital stock or securities convertible into North Sky capital stock\n            or grant or issue any options, warrants or rights to subscribe for\n            North Sky capital stock or securities convertible into North Sky\n            capital stock or commit to do any of the foregoing;\n\n                        (iii) enter into, amend or terminate any agreement or\n            arrangement relating to North Sky, except in the ordinary course of\n            business, provided the dollar amount involved is less than $10,000\n            per occurrence;\n\n                        (iv) increase the compensation payable or to become\n            payable to any of North Sky's officers, employees or agents,\n            including, without limitation, the payment or obligation to pay any\n            bonus, pension, retirement or insurance proceeds to such persons, or\n            adopt or amend any employee benefit plan or arrangement;\n\n                        (v) hire, or enter into any employment contract or\n            agreement with, any existing or prospective employee or contractor;\n\n                        (vi) cancel, without full payment, any note, loan or\n            other obligation owing to North Sky;\n\n                        (vii) acquire or dispose of any properties or assets\n            used in the business of North Sky, except in the ordinary course of\n            business, provided the dollar amount involved is less than $10,000\n            per occurrence;\n\n                        (viii) create or suffer to be imposed any lien,\n            mortgage, security interest or other charge on or against North\n            Sky's properties or assets;\n\n                        (ix) make or adopt any change in the Certificate of\n            Incorporation or Bylaws of North Sky as in force and effect on the\n            date hereof;\n\n                        (x) take any action, or omit to take any action, within\n            their reasonable control, that would cause, and shall promptly\n            notify About.com in writing of any event or occurrence which cause,\n            any of the representations and warranties set forth in Article 3\n            hereof to become untrue, incomplete, or inaccurate in any material\n            respect as or prior to the Closing Date; or\n\n                        (xi) make or revoke any material tax election or settle\n            any material tax claim.\n\n                  (b) From the date hereof until the Closing, or except as\n      expressly permitted hereby, North Sky shall, unless otherwise expressly\n      consented to in writing by About.com:\n\n                        (i) maintain North Sky's existing insurance policies and\n            shall not take any action to terminate or modify those insurance\n            policies;\n\n\n                                       15\n\n\n                        (ii) maintain North Sky's books and records consistent\n            with past practices and policies and in accordance with GAAP;\n\n                        (iii) maintain in good working condition, ordinary wear\n            and tear excepted, and in compliance in all material respects with\n            all applicable laws and regulations, all fixed assets owned, leased\n            or operated, as the case may be, by North Sky;\n\n                        (iv) observe and perform, and remain in compliance with,\n            North Sky's obligations in agreements and contracts; and\n\n                        (v) maintain compliance with the terms and conditions of\n            all North Sky Rights and use its best efforts to maintain all such\n            North Sky Rights in full force and effect.\n\n            4.2 Necessary Consents. Following public announcement of the\ntransaction and prior to the Closing, each of the parties hereto shall use their\nbest efforts to obtain such written consents and releases, and shall take such\nother actions as may be necessary or appropriate to allow the consummation of\nthe transactions contemplated hereby and to allow the continuation of North\nSky's business by About.com after the Closing as conducted at the date hereof.\n\n            4.3 Access to Information. North Sky shall give About.com and AAC\nand their respective accountants, legal counsel and other representatives\n(collectively, the \"Requesting Parties\") reasonable access, during normal\nbusiness hours with reasonable advance notice, throughout the period prior to\nthe Closing, to all of the properties, books, contracts, commitments and records\nrelating to the business, assets and liabilities of North Sky, and shall furnish\nthe Requesting Parties during such period all such information concerning its\naffairs as the Requesting Parties may reasonably request; provided, that any\nfurnishing of such information pursuant hereto or any investigation by a\nRequesting Party shall not affect such Requesting Party's right to rely on the\nrepresentations, warranties and covenants made by North Sky or the Stockholders\nin this Agreement. Pending the Closing, each Requesting Party shall hold in\nconfidence all information so obtained and will use such information only for\npurposes related to the transactions contemplated hereby. Each Requesting Party\nfurther agrees that, pending the Closing, it will not disclose any such\ninformation to any third party except upon the prior written consent of North\nSky, or except as required by law or except to its accountants, legal counsel or\nother representatives who have agreed to maintain the confidentiality of such\ninformation. If the transactions contemplated hereby are not consummated, the\nRequesting Party shall return all data to North Sky and continue to honor the\nforegoing confidentiality and non-disclosure covenants for a period of three (3)\nyears. Such obligation of confidentiality shall not extend to any information\n(i) which is shown to be or to have been generally known to others engaged in\nthe same trade or business as North Sky; (ii) previously known to the Requesting\nParty prior to the start of discussions leading to the execution of this\nAgreement; (iii) obtained by the Requesting Party in good faith from third\nparties who are not obligated to maintain the information confidential; (iv)\nthat is or shall be public knowledge through no act or omission by the\nRequesting Party or any of its directors, officers, employees, or\nrepresentatives; or (v) that is required to be disclosed pursuant to any law,\nrule or regulation or pursuant to any order or decree\n\n\n                                       16\n\n\nof any appropriate court or governmental agency or pursuant to any disclosure\nobligations set forth in the federal securities laws.\n\n            4.4 Other Negotiations. About.com, North Sky and the Stockholders\nagree that the \"no-shop\" letter dated October 6, 1999 (the \"No-Shop Letter\")\nshall remain in full force and effect; provided, however, that if the Closing\nshall not have occurred on or prior to December 15, 1999, the No-Shop Letter\nshall terminate and be of no further effect as of such date, unless this\nAgreement shall have been extended pursuant to Section 9.1 hereof. In addition,\nuntil December 15, 1999, About.com will not solicit or effect an alternative\ntransaction or a transaction that could have the effect of delaying or deterring\nconsummation of the acquisition contemplated by this Agreement.\n\n            4.5 Certain Defaults; Litigation. North Sky and the Stockholders\nwill give prompt notice to the other parties of:\n\n                  (a) any notice of default received by such party subsequent to\n      the date of this Agreement and prior to the Closing under any instrument\n      or agreement to which such party or its assets is a party or by which it\n      is bound, which default could, if not remedied, result in a Material\n      Adverse Effect or which would render incorrect or misleading any\n      representation made herein, and\n\n                  (b) any suit, action, proceeding or investigation instituted\n      or threatened against or affecting such party subsequent to the date of\n      this Agreement and prior to the Closing which, if adversely determined,\n      could result in a Material Adverse Effect or which would render incorrect\n      or misleading any representation made herein.\n\n            4.6 S Corporation Status. North Sky and the Stockholders shall take\nno action inconsistent with North Sky's status as an S corporation under the\nCode until the Effective Date and shall maintain North Sky's status as an S\ncorporation until the Effective Date.\n\n            4.7 Form S-3. About.com agrees to file with the Securities and\nExchange Commission a registration statement on Form S-3 (the \"Form S-3\nRegistration Statement\") as soon as permissible but not later than April 1,\n2000, and will use its reasonable best efforts to cause the Form S-3\nRegistration Statement to be declared effective as soon as possible to permit\nthe resale of the About.com Common Stock issued in the Merger; provided,\nhowever, that the Stockholders and Convertible Debtholders shall be subject to\nthe terms of the Stockholder Lockup Agreements (as such term is defined in\nSection 5.21 hereof), notwithstanding the filing of the Form S-3 Registration\nStatement. Notwithstanding the foregoing, in the event About.com is not eligible\nto use Form S-3 prior to April 1, 2000, About.com shall use its reasonable best\nefforts to file a registration statement on Form S-1 by April 15, 2000, and to\ncause such registration statement on Form S-1 to be declared effective as soon\nthereafter as possible to permit the resale of the About.com Common Stock issued\nin the Merger.\n\n            4.8 Form S-8. About.com agrees to file with the Securities and\nExchange Commission, no later than five (5) business days after the Closing, a\nregistration statement on Form S-8 (the \"Form S-8 Registration Statement\")\ncovering the shares of About.com common stock issuable pursuant to outstanding\noptions under the North Sky Stock Option Plan assumed\n\n\n                                       17\n\n\nby About.com. North Sky shall cooperate with and assist About.com in the\npreparation of such registration statement.\n\n            4.9 Optionholder Lockup Agreements. Prior to the Effective Time,\nNorth Sky shall use its reasonable best efforts to cause each holder of options\nunder the North Sky Option Plan being assumed by About.com to enter into an\nOptionholder Lockup Agreement, in the form attached hereto as Exhibit B (the\n\"Optionholder Lockup Agreement\"), pursuant to which, amongst other things, such\noptionholder shall agree to not sell, transfer or otherwise dispose of the\nshares of About.com common stock to be received by such holder upon exercise of\nhis or her options for the periods of time set forth in the Optionholder Lockup\nAgreement.\n\n            4.10 Directors' and Officers' Indemnification. For six years after\nthe Effective Time, About.com and the Surviving Corporation (or any successor to\nthe Surviving Corporation) shall indemnify, defend and hold harmless each\npresent and former officer and director of North Sky, and each person who\nbecomes any of the foregoing prior to the Effective Time (each, a \"North Sky\nIndemnified Party\") against all losses, claims, damages, liabilities, costs,\nfees and expenses, including reasonable fees and disbursements of counsel and\njudgments, fines, losses, claims, liabilities and amounts paid in settlement\n(provided that any such settlement is effected with the written consent of\nAbout.com or the Surviving Corporation) arising out of actions or omissions\noccurring at or prior to the Effective Time to the full extent required or\npermitted under applicable law, the terms of the Certificate of Incorporation or\nBylaws of North Sky, as in effect at the date hereof; provided, that, in the\nevent any claim or claims are asserted or made within such six-year period, all\nrights to indemnification in respect of any such claim or claims shall continue\nuntil disposition of any and all such claims. Notwithstanding the foregoing,\neach of the Stockholders hereby agrees that she or it will not make any claim\nfor indemnification against any of About.com or the Surviving Corporation by\nreason of the fact that she or it was a director, officer, employee, or agent of\nany such entity or was serving at the request of any such entity as a partner,\ntrustee, director, officer, employee, or agent of another entity (whether such\nclaim is for judgments, damages, penalties, fines, costs, amounts paid in\nsettlement, losses, expenses, or otherwise and whether such claim is pursuant to\nany statute, charter documents, bylaw, agreement or otherwise) with respect to\nany action, suit, proceeding, complaint, claim, or demand brought by About.com\nor the Surviving Corporation against such Stockholder pursuant to Article 8 of\nthis Agreement.\n\n            4.11 Employee Matters.\n\n                  (a) About.com agrees that, except as otherwise agreed by\n      About.com and North Sky, those individuals who are employed by,\n      consultants to, or leased employees of, North Sky immediately prior to the\n      Effective Time shall become or continue to be employees or consultants, as\n      the case may be, of North Sky as of the Effective Time (each such\n      individual, an \"Affected Employee,\" and collectively, the \"Affected\n      Employees\"), on terms and conditions no less favorable to the Affected\n      Employees than the terms and conditions in effect immediately prior to the\n      Effective Time or, if applicable, prior to the termination of the\n      agreement with Stewardship Financial pursuant to Section 5.22 hereof. The\n      respective salaries for certain of the Affected Employees are set forth on\n      Schedule 4.11(a) hereto. About.com shall not require the relocation of any\n      Affected Employee as a condition to such employment, or continued\n      employment.\n\n\n                                       18\n\n\n                  (b) On or as soon as practicable following the Effective Time,\n      Affected Employees shall be eligible to participate in those benefit plans\n      and programs maintained for similarly situated employees of About.com (or\n      in substantially similar programs), on substantially the same terms\n      applicable to similarly situated employees of About.com and to the extent\n      that such plans and programs provide the following benefits:\n      medical\/dental\/vision care, life insurance, disability income, sick pay,\n      holiday and vacation pay, 401(k) plan coverage, Code Section 125 benefit\n      arrangements, bonus, profit-sharing or other incentive plans, pension or\n      retirement programs, dependent care assistance, severance benefits and\n      employee stock option and stock purchase plans.\n\n                  (c) Effective as of the Effective Time, About.com shall grant\n      options to Affected Employees (in addition to the options assumed pursuant\n      to Section 1.7 hereof), in accordance with Schedule 4.11(c) attached\n      hereto. Such options shall be subject to About.com's standard vesting\n      schedule.\n\n                  (d) About.com shall, or shall cause North Sky to, give\n      Affected Employees full credit for purposes of eligibility, vesting and\n      benefit accrual (except to the extent giving such credit would result in\n      the duplication of benefits) under any employee benefit plans or\n      arrangements maintained by About.com or North Sky for such Affected\n      Employees' service with North Sky or any subsidiary to the same extent\n      recognized by North Sky or such subsidiary immediately prior to the\n      Effective Time.\n\n                  (e) About.com shall, or shall cause North Sky to, (i) waive\n      all limitations as to preexisting conditions exclusions and waiting\n      periods with respect to participation and coverage requirements applicable\n      to the Affected Employees under any welfare benefit plans in which such\n      Affected Employees may be eligible to participate after the Effective\n      Time, other than limitations or waiting periods that are already in effect\n      with respect to such Affected Employees and that have not been satisfied\n      as of the Effective Time under any welfare plan maintained for the\n      Affected Employees immediately prior to the Effective Time, and (ii)\n      provide each Affected Employee with credit for any co-payments and\n      deductibles paid or due prior to the Effective Time in satisfying any\n      applicable deductible or out-of-pocket requirements under any welfare\n      plans that such Affected Employees are eligible to participate in after\n      the Effective Time.\n\n            4.12 Tax Matters. The parties hereto agree to (i) prepare or cause\nto be prepared all tax returns in accordance with the treatment of the Merger as\na reorganization under section 368(a) of the Code (unless not permissible under\nlaw) and (ii) use their reasonable best efforts, whether before or after the\nEffective Time, to cause the Merger to qualify as a \"reorganization\" within the\nmeaning of section 368(a) of the Code.\n\n            4.13 Timothy Stay and Dalita Stay Guaranties. About.com agrees to\nuse its reasonable best efforts to cause the guaranties executed by Timothy Stay\nor Dalita Stay and set forth on Schedule 4.13 hereto to be canceled, and North\nSky and the Stockholders shall cooperate with About.com to cause such\ncancellation.\n\n\n                                       19\n\n\n                                   ARTICLE 5\n                             CONDITIONS PRECEDENT TO\n                        OBLIGATIONS OF ABOUT.COM AND AAC\n\n            The obligations of About.com and AAC to consummate the transactions\ncontemplated by this Agreement are subject to the satisfaction, at or before the\nClosing, of all the following conditions, unless expressly waived in writing by\nAbout.com and AAC:\n\n            5.1 Representations and Warranties True; Schedules Delivered.\n\n                  (a)   The representations and warranties set forth in Article\n                        3 hereof and subject to a materiality or a Material\n                        Adverse Effect exception shall have been true and\n                        correct at and as of the Closing as though such\n                        representations and warranties were made on and as of\n                        that date. The Schedules referred to herein shall have\n                        been completed and provided to About.com and shall be in\n                        form and substance reasonably satisfactory to About.com\n                        and its counsel.\n\n                  (b)   The representations and warranties set forth in Article\n                        3 hereof and not subject either to a materiality or a\n                        Material Adverse Effect exception shall have been true\n                        and correct at and as of the Closing as though such\n                        representations and warranties were made on and as of\n                        that date, except as long as any failure of any such\n                        representations and warranties to be true and correct,\n                        taken as a whole, would not reasonably be expected to\n                        have a Material Adverse Effect on North Sky.\n\n            5.2 Covenants Performed. North Sky and the Stockholders shall have\nperformed, satisfied and complied in all material respects with all covenants,\nagreements and conditions required by this Agreement to be performed or complied\nwith by North Sky or the Stockholders on or before the Closing. For purposes of\nthis Section 5.2, the failure of each Stockholder and Convertible Debtholder to\nenter into the Stockholder Lockup Agreement, or the failure of each holder of\noptions under the North Sky Stock Option Plan to enter into the Optionholder\nLockup Agreement, shall be deemed to be material.\n\n            5.3 Certificate. About.com shall have received from North Sky a\ncertificate from the officers of North Sky, dated the Closing Date, certifying,\nin such detail as About.com and its counsel may reasonably request, that the\nconditions specified in this Article 5 have been satisfied.\n\n            5.4 North Sky Stockholders. The requisite approval of the\nstockholders of North Sky shall have been obtained.\n\n            5.5 Intentionally omitted.\n\n            5.6 Intentionally omitted.\n\n\n                                       20\n\n\n            5.7 No Actions. No action or proceeding shall have been instituted\nby any person, entity or governmental agency which, in any such case, has a\nreasonable probability of resulting in (i) the obtaining of material damages\nfrom North Sky or (ii) an order, judgment or decree restraining, prohibiting or\nrendering unlawful the consummation of the transactions contemplated hereby.\n\n            5.8 No Material Adverse Effect. During the period from November 30,\n1999 to the Closing Date, there shall not have been any Material Adverse Effect\non North Sky.\n\n            5.9 Proceedings and Documents. All corporate and other proceedings\nin connection with the transactions contemplated hereby and all documents and\ninstruments incident to such transactions shall be in form and substance\nreasonably satisfactory to About.com and its counsel, and About.com shall have\nreceived all such counterpart originals or certified or other copies of such\ndocuments as it may reasonably request.\n\n            5.10 Delivery of Documents. About.com shall have received all\ndocuments and other items to be delivered by North Sky under Section 7.2.\n\n            5.11 Illegality or Legal Constraint. No statute, rule, regulation,\nexecutive order, decree, injunction or restraining order shall have been\nenacted, promulgated or enforced (and not repealed, superseded or otherwise made\ninapplicable) by any court or governmental authority which prohibits the\nconsummation of the transactions contemplated hereby (each party agreeing\npromptly to use its reasonable best efforts to have any such order, decree or\ninjunction lifted).\n\n            5.12 Required Consents. All consents, approvals and waivers from\nUtah Technology Finance Corporation and Novell, Inc. necessary to the\ntransactions as contemplated hereby shall have been obtained.\n\n            5.13 Resignation of Directors. The directors of North Sky shall have\nsubmitted their resignations in writing to About.com which shall be effective as\nof the Closing Date, except that Hal Halladay shall remain on the board of\ndirectors of North Sky for so long as he is the Chief Executive Officer of\nSurviving Corporation.\n\n            5.14 Intentionally omitted.\n\n            5.15 Escrow Agreement. About.com, AAC, North Sky, the Stockholders\nand the Escrow Agent shall have entered into the Escrow Agreement.\n\n            5.16 Financial Statements. North Sky shall have provided About.com\nand AAC with the Unaudited Financial Statements (for which Unaudited Financial\nStatements North Sky shall have performed a review in accordance with Statements\nof Standards for Accounting and Review Services issued by the American Institute\nof Certified Public Accountants and shall have delivered a review report thereon\nto About.com and AAC), and such Unaudited Financial Statements shall not differ\nmaterially from the draft balance sheet, statement of operations and statement\nof cash flows of North Sky as of, and for the nine-month period ended, September\n30, 1999, previously provided by North Sky to About.com.\n\n\n                                       21\n\n\n            5.17 Cancellation and Termination of Interested Party Transactions.\nAll Interested Party Transactions, including, without limitation, the $130,000\nowed by North Sky to Stewardship Financial, shall have been canceled and\nterminated prior to the Effective Date.\n\n            5.18 Intentionally omitted.\n\n            5.19 Media Metrix. North Sky shall have provided About.com with\ndocumentation sufficient to ensure that About.com shall receive credit from\nMedia Metrix for all visits to all websites owned by North Sky during the month\nof November, 1999 and thereafter.\n\n            5.20 Stockholder Lockup Agreement. Each Stockholder and Convertible\nDebtholder shall have entered into a Stockholder Lockup Agreement substantially\nin the form attached hereto as Exhibit C (the \"Stockholder Lockup Agreement\").\n\n            5.21 Optionholder Lockup Agreement. Each holder of options under the\nNorth Sky Stock Option Plan being assumed by About.com shall have entered into\nOptionholder Lockup Agreement.\n\n            5.22 Employees; Stewardship Financial. North Sky shall have\nterminated its agreement with Stewardship Financial, and all individuals who, as\nof the date hereof, are being leased by North Sky through Stewardship Financial\nshall have become employees of North Sky no later than the Effective Time.\n\n            5.23 Sale of About.com Common Stock. Dalita Stay shall have entered\ninto a letter agreement with About.com pursuant to which Dalita Stay agrees to\nuse her reasonable best efforts to sell any shares of About.com common stock\nheld by her through an account with Volpe Brown Whelan &amp; Company, LLC.\n\n            5.24 No-Hire Agreement. Timothy Stay and the Stockholders shall have\nentered into a No-Hire Agreement with About.com, substantially in the form\nattached hereto as Exhibit E.\n\n            5.25 Investor Representations. Each Stockholder and each other\nholder of common stock of North Sky shall have represented to About.com that\nsuch Stockholder or other holder of common stock of North Sky, as the case may\nbe, is (i) acquiring the shares of About.com Common Stock for investment for\nsuch person's own account, not as a nominee or agent, and not with a view to the\nresale or distribution of any part thereof, and that such person has no present\nintention of selling, granting any participation in, or otherwise distributing\nthe same and (ii) an \"Accredited Investor\" as defined in Securities and Exchange\nCommission Rule 501 of Regulation D.\n\n            5.26 Conversion of Indebtedness. All convertible indebtedness of\nNorth Sky shall have been canceled and converted into shares of North Sky common\nstock.\n\n\n                                       22\n\n\n                                   ARTICLE 6\n                             CONDITIONS PRECEDENT TO\n                  OBLIGATIONS OF NORTH SKY AND THE STOCKHOLDERS\n\n            The obligations of North Sky and the Stockholders to consummate the\ntransactions contemplated by this Agreement are subject to the satisfaction, at\nor before the Closing, of all the following conditions, unless expressly waived\nin writing by North Sky and the Stockholders:\n\n            6.1 Representations and Warranties True.\n\n                  (a)   The representations and warranties set forth in Article\n                        2 hereof and subject to a materiality or a Material\n                        Adverse Effect exception shall have been true and\n                        correct at and as of the Closing as though such\n                        representations and warranties were made on and as of\n                        that date. The Schedules referred to herein shall have\n                        been completed and provided to About.com and shall be in\n                        form and substance reasonably satisfactory to About.com\n                        and its counsel.\n\n                  (b)   The representations and warranties set forth in Article\n                        2 hereof and not subject either to a materiality or a\n                        Material Adverse Effect exception shall have been true\n                        and correct at and as of the Closing as though such\n                        representations and warranties were made on and as of\n                        that date, except as long as any failure of any such\n                        representations and warranties to be true and correct,\n                        taken as a whole, would not reasonably be expected to\n                        have a Material Adverse Effect on About.com.\n\n            6.2 Covenants Performed. Each of About.com and AAC shall have\nperformed, satisfied, and complied in all material respects with all covenants,\nagreements and conditions required by this Agreement to be performed or complied\nwith by About.com or AAC on or before the Closing.\n\n            6.3 Delivery of Documents. North Sky shall have received all\ndocuments and other items to be delivered by About.com and AAC under Section\n7.3.\n\n            6.4 Intentionally omitted.\n\n            6.5 Certificate. North Sky and the Stockholders shall have received\nfrom About.com and AAC a certificate from the officers of About.com and AAC,\ndated the Closing Date, certifying, in such detail as North Sky and its counsel\nmay reasonably request, that the conditions specified in this Article 6 have\nbeen satisfied.\n\n            6.6 No Material Adverse Effect. During the period from November 30,\n1999 to the Closing Date, there shall not have been any Material Adverse Effect\non About.com.\n\n            6.7 Proceedings and Documents. All corporate and other proceedings\nin connection with the transactions contemplated hereby and all documents and\ninstruments \n\n\n                                       23\n\n\nincident to such transactions shall be in form and substance reasonably\nsatisfactory to North Sky, the Stockholders and their counsel, and North Sky and\nthe Stockholders shall have received all such counterpart originals or certified\nor other copies of such documents as it may reasonably request.\n\n            6.8 Illegality or Legal Constraint. No statute, rule, regulation,\nexecutive order, decree, injunction or restraining order shall have been\nenacted, promulgated or enforced (and not repealed, superseded or otherwise made\ninapplicable) by any court or governmental authority which prohibits the\nconsummation of the transactions contemplated hereby (each party agreeing\npromptly to use its reasonable best efforts to have any such order, decree or\ninjunction lifted). There shall be no pending legal action, suit or proceeding\nregarding the transactions contemplated hereby.\n\n            6.9 Cancellation of Timothy Stay and Dalita Stay Guaranties.\nAbout.com shall have provided evidence reasonably satisfactory to North Sky and\nits counsel that the guaranties executed by Timothy Stay or Dalita Stay and set\nforth on Schedule 4.13 hereto have been canceled.\n\n            6.10 Opinion of Tax Counsel. North Sky shall have received an\nopinion from Skadden, Arps, Slate, Meagher &amp; Flom LLP (Skadden, Arps\")\nsubstantially to the effect that the Merger will qualify as a reorganization\nwithin the meaning of section 368(a) of the Code. In rendering such opinion,\nSkadden, Arps may require, request and rely upon representation letters from\nNorth Sky, About.com and AAC, and North Sky, About.com and AAC agree to provide\nSkadden Arps with such representation letters as Skadden, Arps may reasonably\nrequest.\n\n            6.11 No Actions. No action or proceeding shall have been instituted\nby any person, entity or governmental agency which, in any such case, has a\nreasonable probability of resulting in an order, judgment or decree restraining,\nprohibiting or rendering unlawful the consummation of the transactions\ncontemplated hereby.\n\n                                    ARTICLE 7\n                                     CLOSING\n\n            7.1 Time and Place. The closing of the Merger (the \"Closing\") shall\noccur at the offices of Brobeck, Phleger &amp; Harrison LLP, 370 Interlocken\nBoulevard, Suite 500, Broomfield, Colorado 80021 at 8:00 a.m. Mountain Standard\nTime on the earliest practicable date after the conditions of Articles 5 and 6\nshall have been met or at such other time and date to which the parties may\nagree in writing (the \"Closing Date\").\n\n            7.2 Deliveries by North Sky and the Stockholders. At the Closing,\nNorth Sky and the Stockholders shall execute and deliver or cause to be executed\nand delivered to About.com:\n\n                  (a) Corporate Documents. The Certificate of Incorporation of\n      North Sky, certified by the Secretary of State of Delaware as of a recent\n      date, and the Bylaws of North Sky, certified by the Secretary of North Sky\n      as in effect as of the Closing Date;\n\n                  (b) Certificate of Good Standing; Foreign Qualification; Tax\n      Clearances. North Sky shall have delivered to About.com a certificate from\n      the Secretary of State of \n\n\n                                       24\n\n\n      the State of Delaware to the effect that North Sky is in good standing in\n      Delaware and listing all charter documents of North Sky on file,\n      certificates from the Secretary of State of the State of Utah and all\n      other states where North Sky conducts its business, to the effect that\n      North Sky is qualified to do business in such states, and certificates\n      from the franchise tax board (or other appropriate agency) from all\n      jurisdictions where North Sky has paid or owed any taxes in the last five\n      (5) years, to the effect that North Sky has paid all taxes due in such\n      jurisdictions;\n\n                  (c) Resolutions. A copy of the resolutions of the Board of\n      Directors of North Sky certified by the Secretary of North Sky as having\n      been duly and validly adopted and being in full force and effect,\n      authorizing execution and delivery of this Agreement and performance of\n      the transactions contemplated hereby by North Sky;\n\n                  (d) Secretary's Certificate. About.com shall have received a\n      certificate of the Secretary of North Sky, in form and substance\n      satisfactory to About.com and its counsel, certifying (i) that attached\n      thereto are true and complete copies of the Certificate of Incorporation\n      and Bylaws of North Sky, as amended to the Closing Date; (ii) that\n      attached thereto are true and complete copies of the resolutions of the\n      Board of Directors of North Sky authorizing the execution, delivery and\n      performance of this Agreement and any other documents, instruments and\n      certificates required to be executed by it in connection herewith and\n      approving the consummation of the transaction in the manner contemplated\n      hereby; and (iii) such other matters as About.com may reasonably request;\n\n                  (e) Certificates Representing Shares; Cancellation of\n      Indebtedness. The Stockholders shall have provided About.com with the\n      certificates representing the Shares. North Sky shall have provided\n      About.com with originals of all documents and instruments representing\n      convertible debt securities of North Sky held by them, and all such debt\n      securities shall have been canceled; \n\n                  (f) Books and Records. All of the minute books, stock ledgers\n      and similar corporate records of North Sky;\n\n                  (g) Intentionally omitted.\n\n                  (h) Consent. Evidence that all consents, releases, approvals,\n      or authorizations of or notifications to Utah Technology Finance\n      Corporation or Novell, Inc. required to effect the Merger and to\n      consummate the transactions contemplated hereby have been obtained by\n      North Sky;\n\n                  (i) North Sky Board and Officer Positions. Evidence that all\n      directors of North Sky as of the date hereof, except for Hal Halladay,\n      have resigned;\n\n                  (j) Intentionally omitted.\n\n                  (k) Escrow Agreement. The Escrow Agreement;\n\n                  (l) Financial Statements. North Sky shall have provided\n      About.com and AAC with the Unaudited Financial Statements (balance sheet,\n      statement of operations \n\n\n                                       25\n\n\n      and statement of cash flows) as of, and for the nine-month period ended,\n      September 30, 1999 (for which Unaudited Financial Statements North Sky\n      shall have performed a review in accordance with Statements of Standards\n      for Accounting and Review Services issued by the American Institute of\n      Certified Public Accountants and shall have delivered a review report\n      thereon to About.com and AAC);\n\n                  (m) Instruments Representing Indebtedness. Original instrument\n      and documents representing the convertible debt securities held by the\n      Convertible Debtholders and any documentation relating to Interested Party\n      Transactions;\n\n                  (n) Employee Proprietary Information and Inventions\n      Agreements. The Employee Proprietary Information and Inventions\n      Agreements, executed by each employee (including leased employee) and\n      consultant of North Sky;\n\n                  (o) Lockup Agreements. The Stockholder Lockup Agreements and\n      the Optionholder Lockup Agreements; and\n\n                  (p) Other Documents. Such other documents and instruments as\n      About.com or its counsel shall deem reasonably necessary to consummate the\n      transactions contemplated hereby.\n\n            All documents delivered to About.com shall be in form and substance\nreasonably satisfactory to About.com and its counsel.\n\n            7.3 Deliveries of About.com. At the Closing, About.com shall execute\nand deliver or cause to be executed and delivered to North Sky simultaneously\nwith delivery of the items referred to in Section 7.2 above:\n\n                  (a) Resolutions. A copy of the resolutions of the Board of\n      Directors of each of About.com and AAC, certified by the Secretary thereof\n      as having been duly and validly adopted and being in full force and\n      effect, authorizing execution and delivery of this Agreement and\n      performance of the transactions contemplated hereby by About.com and AAC;\n\n                  (b) Escrow Agreement. The Escrow Agreement;\n\n                  (c) About.com Common Stock. Subject to the Escrow Agreement,\n      About.com will deliver to the Stockholders the About.com Common Stock; and\n\n                  (d) Cancellation of Timothy Stay Guaranties. Evidence\n      satisfactory to North Sky that the guaranties executed by Timothy Stay or\n      Dalita Stay and set forth on Schedule 6.9 hereto are cancelled and no\n      longer in full force and effect.\n\n            All documents delivered to North Sky shall be in form and substance\nreasonably satisfactory to North Sky.\n\n\n                                       26\n\n\n                                   ARTICLE 8\n                                 INDEMNIFICATION\n\n            8.1 Indemnification by the Stockholders. Subject to the terms and\nconditions set forth herein, from and after the Effective Time, each\nStockholder, jointly and severally, shall indemnify About.com and its respective\ndirectors, officers, employees, agents or advisors, or any of their respective\nsuccessors and assigns, in respect of, and hold each of them harmless against,\nany and all demands, claims, debts, actions, assessments, judgements,\nsettlements, sanctions, obligations and other liabilities (whether absolute,\naccrued, contingent, fixed or otherwise, known or unknown, due or to become due\nor otherwise), monetary damages, fines, taxes, fees, penalties, interest\nobligations, deficiencies, losses and expenses (including, without limitation,\namounts paid in settlement, interest, court costs, costs of investigators,\nreasonable fees and expenses of attorneys, accountants, financial advisors and\nother experts, and other expenses of litigation) (\"Damages\", provided, however,\nthat Damages shall not include any consequential, speculative or punitive\ndamages incurred by an Indemnified Person (as defined in Section 8.3) unless\nactually paid to a third party as a result of a third party claim), incurred or\nsuffered by them:\n\n                  (a) resulting from, relating to, arising out of or\n      constituting any breach of representation or warranty or failure to\n      perform any covenant or agreement of North Sky or the Stockholders\n      contained, or referred to, in this Agreement, the Escrow Agreement or in\n      the certificates delivered pursuant to Section 7.2 herein;\n\n                  (b) resulting from or arising out of any breach of any\n      representation or failure to perform any covenants of the Stockholders\n      contained in the Stockholder Lockup Agreements; or\n\n                  (c) to the extent permitted by law, resulting from, relating\n      to, or arising out of any Violation (as defined in Section 8.2(b) hereof),\n      in each case to the extent (and only to the extent) that such Violation\n      occurs in reliance upon and in conformity with written information\n      furnished by such Stockholder expressly for use in connection with the\n      Form S-3 Registration Statement (or the registration statement on Form\n      S-1, in the event About.com is not eligible to use Form S-3); and each\n      such Stockholder will pay, as incurred, any legal or other expenses\n      reasonably incurred by any person intended to be indemnified pursuant to\n      this Section 8.1(c), in connection with investigating or defending any\n      claim resulting from, relating to, or arising out of any Violation;\n      provided, however, that the indemnity agreement contained in this Section\n      8.1(c) shall not apply to amounts paid in settlement of any such loss,\n      claim, damage, liability or action if such settlement is effected without\n      the consent of the Stockholder, which consent shall not be unreasonably\n      withheld; provided, that, in no event shall any indemnity under this\n      Section 8.1(c) exceed the gross proceeds from the offering received by\n      such Stockholder.\n\n            8.2 Indemnification by About.com and AAC. About.com and the\nSurviving Corporation, jointly and severally, shall indemnify the Stockholders\nand hold each of them harmless against, any and all Damages incurred or suffered\nby them:\n\n\n                                       27\n\n\n                  (a) resulting from, relating to, arising out of or\n      constituting any breach of representation or warranty or any failure to\n      perform any covenant or agreement of About.com or AAC contained, or\n      referred to, in this Agreement and the Escrow Agreement; or\n\n                  (b) to the extent permitted by law, resulting from, relating\n      to, or arising out of any of the following statements, omissions or\n      violations (collectively, a \"Violation\"): (i) any untrue statement or\n      alleged untrue statement of a material fact contained in the Form S-3\n      Registration Statement (or the registration statement on Form S-1, in the\n      event About.com is not eligible to use Form S-3), including any\n      preliminary prospectus or final prospectus contained therein or any\n      amendments or supplements thereto or (ii) the omission or alleged omission\n      to state therein a material fact required to be stated therein, or\n      necessary to make the statements therein not misleading; and About.com and\n      the Surviving Corporation will pay to each Stockholder, as incurred, any\n      legal or other expenses reasonably incurred by them in connection with\n      investigating or defending any claim resulting from, relating to, or\n      arising out of any Violation; provided, however, that the indemnity\n      agreement contained in this Section 8.2(b) shall not apply to amounts paid\n      in settlement of any such loss, claim, damage, liability, or action if\n      such settlement is effected without the consent of About.com and the\n      Surviving Corporation (which consent shall not be unreasonably withheld),\n      nor shall About.com or the Surviving Corporation be liable in any such\n      case for any such loss, claim, damage, liability, or action to the extent\n      that it arises out of or is based upon a Violation which occurs in\n      reliance upon and in conformity with written information furnished\n      expressly for use in connection with such registration by any Stockholder.\n\n            8.3 Method of Asserting Claims.\n\n                  (a) All claims for indemnification by any party entitled to\nmake such claim hereunder (or any of their affiliated parties (each an\n\"Indemnified Person\")) pursuant to this Article 8 shall be made in accordance\nwith the provisions of this Section 8.3 and the Escrow Agreement.\n\n                  (b) The Indemnified Person shall give prompt written\nnotification to the party obligated to provide such indemnification (the\n\"Indemnifying Person\") of the commencement of any action, suit or proceeding\nrelating to a third party claim for which indemnification pursuant to this\nArticle 8 may be sought; provided, however, that no delay on the part of the\nIndemnified Person in notifying the Indemnifying Person shall relieve the\nIndemnifying Person from any liability or obligation under this Article 8 unless\nsuch notification delay shall prejudice the Indemnifying Person. Within 30 days\nafter delivery of such notification, the Indemnifying Person may, upon written\nnotice thereof to the Indemnified Person, assume control of the defense of such\naction, suit or proceeding with counsel reasonably satisfactory to the\nIndemnified Person (and the Indemnified Person agrees to execute such documents\nas are necessary to permit the Indemnifying Person to control such defense). If\nthe Indemnifying Person does not so assume control of such defense, the\nIndemnified Person shall control such defense. The party not controlling such\ndefense may participate therein at its own cost and expense; provided, that if\nthe Indemnifying Person assumes control of such defense and the Indemnified\nPerson is advised by counsel in writing that the Indemnifying Person and the\n\n\n                                       28\n\n\nIndemnified Person may have materially conflicting interests or different\ndefenses available with respect to such action, suit or proceeding, the\nreasonable fees and expenses of counsel to the parties shall be considered\n\"Damages\" for purposes of this Agreement. The party controlling such defense\nshall keep the other party advised of the status of such action, suit or\nproceeding and the defense thereof and shall consider in good faith\nrecommendations made by the other party with respect thereto. An Indemnified\nPerson shall not agree to any settlement of such action, suit or proceeding\nwithout the prior written consent of the Indemnifying Person. The Indemnifying\nPerson shall not agree to any settlement or the entry of a judgment in any\naction, suit or proceeding without the prior written consent of the Indemnified\nPerson, which shall not be unreasonably withheld (it being understood that it is\nreasonable to withhold such consent if, among other things, the settlement or\nthe entry of a judgment (A) lacks a complete release of the Indemnified Person\nfor all liability with respect thereto or (B) imposes any liability or\nobligation on the Indemnified Person).\n\n                  (c) The Escrowed Amounts (as defined in the Escrow Agreement)\nshall be used to satisfy all Damages of any and all parties pursuant to the\nprovisions of the Escrow Agreement; provided, however, that with respect to any\nclaims relating to taxes (including, without limitation, those relating to\nSection 3.11 herein), the Stockholders shall be jointly and severally liable for\nthe entire amount of such claims, including any such amounts in excess of the\nEscrowed Amounts.\n\n            8.4 Survival and Limitations.\n\n                  (a) Except with respect to the representations and warranties\ncontained in Sections 3.3(b) and 3.11, the representations and warranties of\nNorth Sky and the Stockholders set forth in Article 3 above and the\nindemnification obligations set forth in this Article 8 with respect to such\nrepresentations and warranties of North Sky and the Stockholders (i) shall\nsurvive the Effective Date and the consummation of the transactions contemplated\nhereby and continue for a period of twelve (12) months after the Effective Date\nand (ii) shall not be affected by any examination made for or on behalf of\nAbout.com or AAC or the knowledge of any of About.com's or AAC's officers,\ndirectors, stockholders, employees or agents.\n\n                  (b) The representations and warranties of North Sky set forth\nin Section 3.11 shall survive the Effective Date and the consummation of the\ntransactions contemplated hereby and shall continue for seven (7) years in full\nforce and effect in accordance with their terms. (c) The representations and\nwarranties of North Sky set forth in Section 3.3(b) hereof shall survive the\nEffective Date and the consummation of the transactions contemplated hereby and\nshall continue for three (3) years in full force and effect in accordance with\ntheir terms.\n\n                  (d) The representations and warranties of About.com and AAC\nset forth in Article 2 above shall survive the Effective Date and the\nconsummation of the transactions contemplated hereby and continue for a period\nof twelve (12) months after the Effective Date.\n\n\n                                       29\n\n\n                  (e) Except with respect to the representations and warranties\nof North Sky set forth in Sections 3.3(b) and 3.11 hereof, and except as set\nforth in Section 8.4(f) hereof, the date on which any particular representation,\nwarranty or indemnification obligation of any party hereto terminates shall be\nreferred to herein and in the Escrow Agreement as the \"Termination Date\". If a\nnotice of a claim is given in accordance with the notice provisions of this\nAgreement or the Escrow Agreement before the Termination Date, then\n(notwithstanding the occurrence of the Termination Date) the representation,\nwarranty or indemnification obligation applicable to such claim shall survive\nuntil, but only for purposes of, the resolution of such claim.\n\n                  (f) The indemnification obligations contained in Sections\n8.1(c) and 8.2(b) hereof shall survive until the termination of the statute of\nlimitations with respect thereto.\n\n            8.5 Limitations on Indemnification by Stockholders. The\nStockholders' obligation to provide indemnification is subject to the following\nlimitations:\n\n                  (a) No indemnification shall be made by the Stockholders\nunless the aggregate amount of damages exceeds One Hundred Thousand Dollars\n($100,000.00); provided, however, that in the event the aggregate amount of\nDamages exceeds One Hundred Thousand Dollars ($100,000.00), each Stockholder,\njointly and severally, shall indemnify About.com and the Surviving Corporation\nfor the entire amount of Damages; and\n\n                  (b) Except with respect to any claims relating to taxes\n(including, without limitation, those relating to Section 3.11 hereof), the\nStockholders' aggregate liability for Damages shall not exceed the value of the\nassets held pursuant to the Escrow Agreement. If a claim for indemnification\nunder Section 8.1(a) is brought for a breach of the representation and warranty\ncontained in Section 3.3(b) following termination of the Escrow Agreement, the\naggregate liability for Damages for such claim shall not exceed the Fair Market\nValue (as defined in the Escrow Agreement) of the Escrow Property (as defined in\nthe Escrow Agreement) distributed to the Stockholders (if any) upon termination\nof the Escrow Agreement.\n\n            8.6 No Duplication; Sole Remedy.\n\n                  (a) Any liability for indemnification hereunder shall be\ndetermined without duplication of recovery by reason of the state of facts\ngiving rise to such liability constituting a breach of more than one\nrepresentation, warranty, covenant or agreement.\n\n                  (b) Except in the event of actual fraud committed by a\nStockholder, the rights of About.com to indemnification as provided in Section\n8.1, for a breach of representations, warranties, covenants or agreements, shall\nconstitute About.com's sole remedy for such a breach against the Stockholders,\nand the Stockholders shall have no other liability or damages to About.com\nresulting from such breach.\n\n                                   ARTICLE 9\n                            MISCELLANEOUS PROVISIONS\n\n            9.1 Termination of Agreement. All parties hereto agree to use their\nreasonable best efforts to fulfill the requirements of Articles 5 and 6 as soon\nas practicable. If any precondition to the completion of the transactions\ncontemplated hereby as set forth in Articles 5 \n\n\n                                       30\n\n\nand 6 is not fulfilled on or prior to December 15, 1999, which date may be\nextended by mutual written agreement of the parties, this Agreement shall be\nnull and void and have no further effect and no party shall have any liability\nto any other party as a result of such termination, except as to such matters as\nare specified to survive the termination of this Agreement.\n\n            9.2 Further Assurances. At the request of any of the parties hereto,\nand without further consideration, each party agrees to execute such documents\nand instruments and to do such further acts as may be necessary or desirable to\neffectuate the transactions contemplated hereby including, without limitation,\nthat the principals of North Sky shall cooperate with About.com in the\npreparation of any short-year tax returns required of North Sky as a result of\nthis transaction.\n\n            9.3 Each Company to Bear Own Costs. Each of North Sky and About.com\nshall pay all costs and expenses incurred or to be incurred by it in negotiating\nand preparing this Agreement and in closing and carrying out the transactions\ncontemplated hereby; provided, however, that About.com shall reimburse North Sky\nand the Stockholders for the reasonable legal fees and expenses (not to exceed\n$25,000 in the aggregate) and the reasonable accounting fees and expenses (not\nto exceed $35,000 in the aggregate) incurred by them in negotiating and\npreparing this Agreement in the event this Agreement is terminated.\n\n            9.4 Headings. The subject headings of the Articles and Sections of\nthis Agreement are included for purposes of convenience only, and shall not\naffect the construction or interpretation of any of its provisions.\n\n            9.5 Entire Agreement; Waivers. Except as set forth in Section 4.4\nhereof, this Agreement and the Exhibits and Schedules hereto constitute the\nentire agreement between the parties pertaining to the contemporaneous\nagreements, representations, and understandings of the parties. No supplement,\nmodification, or amendment of this Agreement shall be binding unless executed in\nwriting by all parties. No waiver of any of the provisions of this Agreement\nshall be deemed, or shall constitute, a waiver of any other provision, whether\nor not similar, nor shall any waiver constitute a continuing waiver. No waiver\nshall be binding unless executed in writing by the party making the waiver.\n\n            9.6 Third Parties. Nothing in this Agreement, whether express or\nimplied, is intended to confer any rights or remedies under or by reason of this\nAgreement on any persons other than the parties to it and their respective\nsuccessors and assigns, nor is anything in this Agreement intended to relieve or\ndischarge the obligation or liability of any third person to any party to this\nAgreement, nor shall any provision give any third persons any right of\nsubrogation or action over against any party to this Agreement.\n\n            9.7 Parties in Interest. This Agreement may not be transferred,\nassigned, pledged or hypothecated by any party hereto, other than by operation\nof law. This Agreement shall be binding upon and shall inure to the benefit of\nthe parties hereto and thereto and their respective heirs, executors,\nadministrators, successors and assigns.\n\n            9.8 Notices. All notices, requests, demands, and other\ncommunications under this Agreement shall be in writing and shall be deemed to\nhave been duly given on the date of service \n\n\n                                       31\n\n\nif served personally on the party to whom notice is to be given, on the date of\ntransmittal of services via telecopy to the party to whom notice is to be given,\nor on the third day after mailing if mailed to the party to whom notice is to be\ngiven, by first class mail, registered or certified, postage prepaid, and\nproperly addressed as follows:\n\n            To About.com\n            or AAC at:        About.com, Inc.\n                              220 East 42nd Street, 24th Floor\n                              New York, New York  10017\n                              Attn: Alan P. Blaustein, Esq.\n                              Senior Vice President, Corporate Development\n                              Telecopy No:  (212) 818-1379\n\n            With a copy to:   Brobeck, Phleger &amp; Harrison LLP\n                              370 Interlocken Boulevard, Suite 500\n                              Broomfield, Colorado 80021\n                              Attn: Arun Jha, Esq.\n                              Telecopy No: (303) 410-2199\n\n            To North Sky at:  North Sky, Inc.\n                              1508 North Technology Way\n                              Suite D-2300\n                              Orem, Utah  84097\n                              Attn: Dale Ainge\n                              Telecopy No:  (801) 437-6020\n\n            With a copy to:   Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                              525 University Avenue, Suite 220\n                              Palo Alto, California 94301\n                              Attn: Gregory C. Smith, Esq.\n                              Telecopy No: (650) 470-4570\n\nAny party may change its address for purposes of this paragraph by giving notice\nof the new address to each of the other parties in the manner set forth above.\n\n            9.9 Attorneys' Fees. If any party to this Agreement shall bring any\naction, suit, counterclaim or appeal for any relief against the other,\ndeclaratory or otherwise, to enforce the terms hereof or to declare rights\nhereunder (collectively, an \"Action\"), the Prevailing Party shall be entitled to\nrecover as part of any such Action its reasonable attorneys' fees and costs,\nincluding any fees and costs incurred in bringing and prosecuting such Action\nand\/or enforcing any order, judgment, ruling or award granted as part of such\nAction. \"Prevailing Party\" within the meaning of this Section 9.9 includes,\nwithout limitation, a party who agrees to dismiss an Action upon the other\nparty's payment of all or a portion of the sums allegedly due or performance of\nthe covenants allegedly breached, or who obtains substantially the relief sought\nby it.\n\n\n                                       32\n\n\n            9.10 Governing Law. The terms of this Agreement shall be governed by\nthe laws of the State of New York, without regard to principles of choice or\nconflicts of laws.\n\n            9.11 Dispute Resolution. In the event that a dispute shall ever\narise between the parties, the parties agree to act in good faith to attempt to\nresolve such dispute. In consideration for the mutual promises of each party,\nthe parties agree that, in the event of any dispute, the parties shall meet\nwithin 10 days of a written request by a party for such a meeting. The party\nrequesting the meeting shall set forth in detail the nature of the dispute.\nWithin the period outline above, the parties shall meet and attempt in good\nfaith to resolve the dispute. If, and only if, the dispute remains unresolved\nthrough the foregoing process, the parties agree that all actions or proceedings\narising in connection with this Agreement shall be tried and litigated\nexclusively in the State and Federal courts located in the Borough of Manhattan\nin New York, New York. The aforementioned choice of venue is intended by the\nparties to be mandatory and not permissive in nature, thereby precluding the\npossibility of litigation between the parties with respect to or arising out of\nthis Agreement in any jurisdiction other than that specified in this Section\n9.11. Each party hereby waives any right it may have to assert the doctrine of\nforum non conveniens or similar doctrine or to object to venue with respect to\nany proceeding brought in accordance with this paragraph, and stipulates that\nthe State and Federal courts located in the Borough of Manhattan in New York,\nNew York shall have in personam jurisdiction and venue over each of them for the\npurposes of litigating any dispute, controversy or proceeding arising out of or\nrelated to this Agreement. Each party hereby authorizes and accepts service of\nprocess sufficient for personal jurisdiction in any action against it as\ncontemplated by this Section 9.11 by registered or certified mail, return\nreceipt requested, postage prepaid, to its address for the giving of notices as\nset forth in this Agreement. Any final judgment rendered against a party in any\naction or proceeding shall be conclusive as to the subject of such final\njudgment and may be enforced in other jurisdictions in any manner provided by\nlaw.\n\n            9.12 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original but all of which shall\nconstitute one and the same instrument.\n\n            9.13 Severability. All provisions contained herein are severable and\nin the event that any of them shall be held to be to any extent invalid or\notherwise unenforceable by any court of competent jurisdiction, such provision\nshall be construed as if it were written so as to effectuate to the greatest\npossible extent the parties' expressed intent; and in every case the remainder\nof this Agreement shall not be affected thereby and shall remain valid and\nenforceable, as if such affected provision were not contained herein.\n\n            9.14 Construction of Agreement; Knowledge. The words \"include,\"\n\"includes,\" and \"including\" when used herein shall be deemed in each case to be\nfollowed by the words \"without limitation.\" For purposes of this Agreement, and\nexcept as provided in the following sentence, the term \"knowledge,\" when used in\nreference to a corporation means the actual knowledge of the executive officers\nof such corporation after such officers shall have made inquiry that is\ncustomary and appropriate under the circumstances to which reference is made,\nand when used in reference to an individual means the actual knowledge of such\nindividual after the individual shall have made inquiry that is customary and\nappropriate under the circumstances to which reference is made.\n\n\n                                       33\n\n\n            9.15 Publicity. The parties shall cooperate with each other in the\ndevelopment and distribution of all news releases and other public disclosures\nrelating to the transactions contemplated hereby. Neither North Sky nor the\nStockholders shall issue or make, or cause to have issued or made, any press\nrelease or announcement concerning the transactions contemplated hereby without\nthe advance approval in writing of the form and substance thereof by About.com\nand AAC.\n\n            9.16 Mutual Drafting. This Agreement is the joint product of the\nparties hereto, and each provision hereof has been subject to the mutual\nconsultation, negotiation and agreement of such parties, and shall not be\nconstrued for or against any party hereto.\n\n            9.17 Specific Performance and Other Remedies. The parties hereto\neach acknowledge that the rights of each party to consummate the transactions\ncontemplated hereby are special, unique and of extraordinary character, and\nthat, in the event that any party violates or fails or refuses to perform any\ncovenant or agreement made by it herein, the non-breaching party may be without\nan adequate remedy at law. The parties each agree, therefore, that in the event\nthat either party violates or fails or refuses to perform any covenant or\nagreement made by such party herein, the non-breaching party or parties may,\nsubject to the terms of this Agreement and in addition to any remedies at law\nfor damages or other relief, institute and prosecute an action in any court of\ncompetent jurisdiction to enforce specific performance of such covenant or\nagreement or seek any other equitable relief.\n\n                  [remainder of page intentionally left blank]\n\n\n                                       34\n\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nand Plan of Reorganization as of the date first above written.\n\n                                    ABOUT.COM, INC.\n\n\n                                    By: \/s\/ Scott Kurnit\n                                        ----------------------------------------\n                                    Its: President and CEO\n\n\n                                    ABOUT.COM ACQUISITION CORP.\n\n\n                                    By: \/s\/ Scott Kurnit\n                                        ----------------------------------------\n                                    Its: President and Secretary\n\n\n                                    NORTH SKY, INC.\n\n\n                                    By: \/s\/ Dale Ainge\n                                        ----------------------------------------\n                                    Its: Chief Financial Officer\n\n\n                                    DALITA STAY\n\n\n                                    \/s\/ Dalita Stay\n                                    --------------------------------------------\n\n\n                                    MAKERS LLC\n\n\n                                    By: \/s\/ Timothy Stay\n                                        ----------------------------------------\n                                    Its: Manager\n\n\n                                       35\n\n\n                            EXHIBITS AND SCHEDULES TO\n                      AGREEMENT AND PLAN OF REORGANIZATION\n                                  BY AND AMONG\n                     ABOUT.COM, ABOUT.COM ACQUISITION CORP.,\n                                NORTH SKY, INC.,\n                            DALITA STAY AND MAKER LLC\n\nEXHIBITS:\n\nEXHIBIT A   -     ESCROW AGREEMENT\nEXHIBIT B   -     OPTIONHOLDER LOCKUP AGREEMENT\nEXHIBIT C         STOCKHOLDER LOCKUP AGREEMENT\nEXHIBIT D   -     EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT\nEXHIBIT E   -     NO-HIRE AGREEMENT\n\nSCHEDULES:\n\nSCHEDULE 1.3      -     DIRECTORS AND OFFICERS\nSCHEDULE 1.7      -     EMPLOYEE BENEFIT PLANS; ASSUMPTION OF OPTIONS\nSCHEDULE 3.1      -     ORGANIZATION AND CORPORATE AUTHORITY\nSCHEDULE 3.3(a)   -     NORTH SKY COMMON STOCKHOLDERS\nSCHEDULE 3.3(b)   -     ADDITIONAL SHARES OF COMMON STOCK\nSCHEDULE 3.6      -     ABSENCE OF CERTAIN CHANGES\nSCHEDULE 3.7      -     LIABILITIES\nSCHEDULE 3.9            NO CONFLICT OR DEFAULT\nSCHEDULE 3.10     -     CONTRACTS AND APPROVALS\nSCHEDULE 3.12     -     INTELLECTUAL PROPERTY RIGHTS\nSCHEDULE 3.16     -     BANK ACCOUNTS\nSCHEDULE 3.17     -     TITLE TO PROPERTIES AND ASSETS; LEASES\nSCHEDULE 3.18     -     ACCOUNTS RECEIVABLE\nSCHEDULE 3.19     -     ACCOUNTS PAYABLE\nSCHEDULE 3.20     -     CONTRACTS\nSCHEDULE 3.21     -     INTERESTED PARTY TRANSACTIONS\nSCHEDULE 3.22     -     INSURANCE\nSCHEDULE 3.23     -     DOMAIN OWNERSHIP\nSCHEDULE 4.11(a)  -     AFFECTED EMPLOYEES\nSCHEDULE 4.11(c)  -     OPTIONS TO AFFECTED EMPLOYEES\nSCHEDULE 4.13     -     TIMOTHY STAY AND DALITA STAY\n                        GUARANTEES\n\n\n                                       36\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43167","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","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\/43167","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=43167"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43167"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43167"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43167"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}