{"id":43186,"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-homestore-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-homestore-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-homestore-com-inc.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; Homestore.com Inc., Move.com Inc., Welcome Wagon International Inc., Cendant Membership Services Holdings Inc., and Cendant Corp."},"content":{"rendered":"<pre>\n                    AGREEMENT AND PLAN OF REORGANIZATION\n\n\n         This AGREEMENT AND PLAN OF REORGANIZATION (this \"Agreement\") is\nmade and entered into as of October 26, 2000 by and among homestore.com,\nInc., a Delaware corporation (\"Parent\"), Metal Acquisition Corp., a\nDelaware corporation and a wholly-owned Parent Subsidiary (\"Metal Merger\nSub\"), WW Acquisition Corp., a New York corporation and a wholly-owned\nParent Subsidiary (\"WW Merger Sub\"), Move.com, Inc., a Delaware corporation\n(the \"Company\"), Welcome Wagon International Inc., a New York corporation\n(\"WW\"), Cendant Membership Services Holdings, Inc., a Delaware corporation\n(\"CMS\"), and Cendant Corporation, a Delaware corporation (the\n\"Stockholder\").\n\n                                  RECITALS\n\n         A. The Company is engaged in the Business (as defined in Section\n1.6(a) of this Agreement).\n\n         B. The Boards of Directors of each of the Stockholder, the\nCompany, Parent, Metal Merger Sub and WW Merger Sub believe it is in the\nbest interests of each company and its respective stockholders that Parent\nacquire (i) the Company through the statutory merger of Metal Merger Sub\nwith and into the Company with the Company continuing as the surviving\ncorporation (the \"Metal Merger\") and (ii) WW through the statutory merger\nof WW Merger Sub with and into WW with WW continuing as the surviving\ncorporation (the \"WW Merger\" and, together with the Metal Merger, the\n\"Mergers\") and, in furtherance thereof, have approved this Agreement, the\nMergers and the other transactions contemplated hereby.\n\n         C. The Board of Directors of the Stockholder has authorized the\nStockholder to approve this Agreement, the Mergers and the other\ntransactions contemplated hereby and the Stockholder has approved, and all\nsubsidiaries of the Stockholder that have any beneficial ownership of the\nCompany or WW have approved, the Mergers.\n\n         D. The Board of Directors of Parent has authorized the approval of\nthis Agreement, the Merger, the issuance of Parent Common Stock (as defined\nbelow) and the other transactions contemplated hereby.\n\n         E. Pursuant to the Mergers, among other things, and subject to the\nterms and conditions of this Agreement (i) all of the issued and\noutstanding capital stock of the Company and WW immediately prior to the\nMergers will be converted into shares of the common stock of Parent, and\n(ii) all issued and outstanding options, warrants and other rights to\nacquire or receive shares of the capital stock of the Company and of the\nStockholder which is designed to reflect the performance of the Company\n(the \"Tracking Stock\") and (to the extent such options for Tracking Stock\nare beneficially owned by employees of the Company or WW immediately prior\nto the Mergers) shall be assumed by Parent, and shall thereafter represent\noptions, warrants or other rights to acquire or receive common stock of\nParent.\n\n         F. Concurrently with the execution and delivery of this Agreement,\nthe Stockholder, Parent and the Company are entering into certain of the\noperating agreements and other agreements which are attached hereto as\nExhibits A-1 through A-10 (collectively, the \"Commercial Agreements\").\n\n\n         G. Concurrently with the execution and delivery of this Agreement,\nthe Stockholder and Parent are executing and delivering a Stockholder\nAgreement in the form attached hereto as Exhibit B hereto (the \"Stockholder\nAgreement\") and a Registration Rights Agreement in the form attached hereto\nas Exhibit C (the \"Registration Rights Agreement\" and, together with the\nStockholder Agreement and the Commercial Agreements, the \"Ancillary\nAgreements\").\n\n         H. Concurrently with the execution of this Agreement, each of the\npersons set forth on Exhibit D hereto is entering into a support agreement\nwith the Stockholder in the form attached hereto as Exhibit E\n(collectively, the \"Support Agreements\").\n\n         I. The Stockholder, Parent, Metal Merger Sub and WW Merger Sub\ndesire to make certain representations and warranties and other agreements\nin connection with the Mergers.\n\n         J. For U.S. federal income tax purposes, it is intended by the\nparties hereto that each of the Mergers shall qualify as a reorganization\nwithin the meaning of Section 368(a) of the Internal Revenue Code of 1986,\nas amended (the \"Code\") and that this Agreement with respect to each of the\nMergers constitutes a \"plan of reorganization\" within the meaning of\nSection 1.368-2(g) of the income tax regulations promulgated under the\nCode.\n\n         NOW, THEREFORE, in consideration of the foregoing premises, the\nmutual agreements, covenants, promises and representations set forth\nherein, the mutual benefits to be gained by the performance of the terms\nhereof, and for other good and valuable consideration, intending to be\nlegally bound hereby the parties agree as follows:\n\n\n                                 ARTICLE I\n\n                                THE MERGERS\n\n         1.1 The Metal Merger. At the Effective Time (as defined in Section\n1.2 hereof) and subject to and upon the terms and conditions of this\nAgreement and the applicable provisions of the Delaware General Corporation\nLaw (\"Delaware Law\"), Metal Merger Sub shall be merged with and into the\nCompany, the separate corporate existence of Metal Merger Sub shall cease\nand the Company shall continue as the surviving corporation and shall\nbecome a wholly-owned subsidiary of Parent. The surviving corporation after\nthe Metal Merger is sometimes referred to hereinafter as the \"Metal\nSurviving Corporation.\"\n\n         1.2 The WW Merger. At the Effective Time and subject to the terms\nand conditions of this Agreement and the applicable provisions of the New\nYork Business Corporation Law (\"New York Law\"), WW Merger Sub shall be\nmerged with and into WW, the separate corporation existence of WW Merger\nSub shall cease and WW shall continue as the surviving corporation (the \"WW\nSurviving Corporation\") and shall become a wholly-owned subsidiary of\nParent.\n\n         1.3 Effective Time. Unless this Agreement is earlier terminated\npursuant to Section 8.1 hereof, the closing of the Mergers and the other\ntransactions contemplated by this Agreement (the \"Closing\") will take place\nas promptly as practicable following the execution and delivery of this\nAgreement by each of the parties hereto, but in no event later than two (2)\nbusiness days following satisfaction or waiver of the conditions set forth\nin Article VI hereof, at the offices of Wilson Sonsini Goodrich &amp; Rosati,\nProfessional Corporation, 650 Page Mill Road, Palo Alto, California, unless\nanother place and\/or time is agreed to in writing by Parent and the\nStockholder. The date upon which the Closing actually occurs is herein\nreferred to as the \"Closing Date.\" On the Closing Date, the parties hereto\nshall cause each of the Mergers to be consummated by filing a Certificate\nof Merger (or like instrument) (each, a \"Certificate of Merger\" with\nrespect to one of the Mergers, and collectively with respect to both\nMergers, the \"Certificates of Merger\") with the Secretaries of State of the\nState of Delaware and the State of New York, respectively, in accordance\nwith the relevant provisions of Delaware Law and New York Law (the times at\nwhich both Mergers have become fully effective (or such later time as may\nbe agreed in writing by the Company and Parent and specified in the\nCertificates of Merger) is referred to herein as the \"Effective Time\").\n\n         1.4 Effect of the Mergers. At the Effective Time, the effect of\nthe Mergers shall be as provided in the applicable provisions of Delaware\nLaw and New York Law, as the case may be. Without limiting the generality\nof the foregoing, and subject thereto, at the Effective Time, except as\nprovided herein, (i) all the property, rights, privileges, powers and\nfranchises of the Company and Metal Merger Sub shall vest in the Metal\nSurviving Corporation, and all debts, liabilities and duties of the Company\nand Metal Merger Sub shall become the debts, liabilities and duties of the\nMetal Surviving Corporation and (ii) all of the property, rights,\nprivileges, powers and franchises of WW and WW Merger Sub shall vest in the\nWW Surviving Corporation, and all debts, liabilities and duties of WW and\nWW Merger Sub shall become the debts, liabilities and duties of the WW\nSurviving Corporation.\n\n         1.5 Certificates of Incorporation; Bylaws.\n\n         (a) Unless otherwise determined by Parent prior to the Effective\nTime, at the Effective Time, (i) the Certificate of Incorporation of Metal\nMerger Sub as in effect immediately prior to the Effective Time shall be\nthe Certificate of Incorporation of the Metal Surviving Corporation at and\nafter the Effective Time until thereafter amended in accordance with the\nDelaware Law and the terms of such Certificate of Incorporation; provided,\nhowever, that at the Effective Time, Article I of the Certificate of\nIncorporation of the Metal Surviving Corporation shall be amended and\nrestated in its entirety to read as follows: \"The name of the corporation\nis Move.com, Inc.\" and (ii) the Certificate of Incorporation of WW Merger\nSub as in effect immediately prior to the Effective Time shall be the\nCertificate of Incorporation of the WW Surviving Corporation at and after\nthe Effective Time until thereafter amended in accordance with the New York\nLaw and the terms of such Certificate of Incorporation; provided, however,\nthat at the Effective Time, Article I of the Certificate of Incorporation\nof the WW Surviving Corporation shall be amended and restated in its\nentirety to read as follows: \"The name of the Corporation is Welcome Wagon\nInternational Inc.\"\n\n         (b) Unless otherwise determined by Parent prior to the Effective\nTime, (i) the Bylaws of Metal Merger Sub as in effect immediately prior to\nthe Effective Time shall be the Bylaws of the Metal Surviving Corporation\nat and after the Effective Time, until thereafter amended in accordance\nwith Delaware Law and the terms of Certificate of Incorporation of the\nMetal Surviving Corporation and such Bylaws and (ii) the Bylaws of WW\nMerger Sub as in effect immediately prior to the Effective Time shall be\nthe Bylaws of the WW Surviving Corporation at and after the Effective Time,\nuntil thereafter amended in accordance with New York Law and the terms of\nthe Certificate of Incorporation of the WW Surviving Corporation and such\nBylaws.\n\n         1.6 Metal Directors and Officers.\n\n         (a) Unless otherwise determined by Parent prior to the Effective\nTime, the directors of Metal Merger Sub immediately prior to the Effective\nTime shall be the directors of the Metal Surviving Corporation at and after\nthe Effective Time, each to hold the office of a director of the Metal\nSurviving Corporation in accordance with the provisions of Delaware Law and\nthe Certificate of Incorporation and Bylaws of the Metal Surviving\nCorporation until their successors are duly elected and qualified.\n\n         (b) Unless otherwise determined by Parent prior to the Effective\nTime, the officers of Metal Merger Sub immediately prior to the Effective\nTime shall be the officers of the Metal Surviving Corporation at and after\nthe Effective Time, each to hold office in accordance with the provisions\nof the Bylaws of the Metal Surviving Corporation.\n\n         1.7 WW Directors and Officers.\n\n         (a) Unless otherwise determined by Parent prior to the Effective\nTime, the directors of WW Merger Sub immediately prior to the Effective\nTime shall be the directors of the WW Surviving Corporation at and after\nthe Effective Time, each to hold the office of a director of the WW\nSurviving Corporation in accordance with the provisions of New York Law and\nthe Certificate of Incorporation and Bylaws of the WW Surviving Corporation\nuntil their successors are duly elected and qualified.\n\n         (b) Unless otherwise determined by Parent prior to the Effective\nTime, the officers of WW Merger Sub immediately prior to the Effective Time\nshall be the officers of the WW Surviving Corporation at and after the\nEffective Time, each to hold office in accordance with the provisions of\nthe Bylaws of the WW Surviving Corporation.\n\n         1.8 Merger Consideration.\n\n         (a) Certain Definitions. For purposes of this Agreement, the\nfollowing terms shall have the following meanings:\n\n         \"Additional Options\" shall mean the number of Company Options\nreserved but unissued under the 2000 Option Plan such that, immediately\nprior to the Effective Time and after giving effect to any acceleration of\nvesting to the Company Options that occurs as a result of the Mergers and\nany additional grants of Company Options required to be granted as a result\nof the Mergers, the sum of (i) the number of unvested Continuing Employee\nOptions issued and outstanding and (ii) such Additional Options equals no\nless than 10.7% of the Fully Converted Shares (inclusive of the Additional\nOptions).\n\n         \"Business\" shall mean, subject to the last paragraph of Section\n4.1 of this Agreement, the business conducted by Move.com, Inc., RentNet,\nInc., HouseNet, Inc. and Welcome Wagon International Inc., and all of their\nrespective subsidiaries and business divisions, including without\nlimitation, SeniorHousingNet, CorporateHousingNet, SelfStorageNet and\nMovedotcom(U.K.) Ltd. (\"Move.com U.K.\"), and excluding the hosting of\nwebsites for Century 21, Coldwell Banker and ERA.\n\n         \"Company Capital Stock\" shall mean shares of Company Common Stock\nand any other shares of other capital stock of the Company.\n\n         \"Company Common Stock\" shall mean shares of the voting common\nstock of Company, par value $.01 per share and the non-voting common stock\nof the Company, par value $.01 per share.\n\n         \"Company Convertible Securities\" shall mean the Company Options\ntogether with any other rights to acquire or receive shares of Company\nCapital Stock, including all options, warrants and convertible preferred\nstock.\n\n         \"Company Options\" shall mean (i) all, if any, issued and\noutstanding options to purchase or otherwise acquire Company Capital Stock\n(whether or not vested), (ii) all issued and outstanding options to\npurchase or otherwise acquire Tracking Stock (whether or not vested)\ngranted under the Options Plans and held by Continuing Employees and (iii)\nall reserved but unissued shares under the 2000 Option Plan.\n\n         \"Continuing Employee\" shall mean those employees who are, as of\nthe Closing, employed by the Company or WW or any of the Subsidiaries.\n\n         \"Continuing Employee Option\" shall mean each Company Option issued\nto and held by a Continuing Employee.\n\n         \"Fully Converted Shares\" shall mean the sum of (i) all issued and\noutstanding shares of Tracking Stock, (ii) all shares of Tracking Stock\nissuable upon the exercise of all options or other rights to acquire\nTracking Stock, (iii) the Stockholder's notional interest in Tracking\nStock, (iv) all Company Options (without double counting any options or\nother rights to acquire Tracking Stock), and (v) all Additional Options.\n\n         \"Knowledge\" shall mean, with respect to the Stockholder, what is\nwithin the actual knowledge of any of the directors or officers of the\nStockholder, the Company or WW, and in the case of Parent, what is within\nthe actual knowledge of any of the directors or officers of Parent or any\nof the Parent Subsidiaries.\n\n         \"Metal Consideration\" shall mean that number of shares of Parent\nCommon Stock set forth on Schedule 1.8(a).\n\n         \"Metal Exchange Ratio\" shall mean a number of shares of Parent\nCommon Stock equal to the quotient obtained by dividing (i) the Metal\nConsideration by (ii) the Metal Outstanding Shares (with the result rounded\nto four decimal places).\n\n         \"Metal Outstanding Shares\" shall mean the aggregate number of\nshares of Company Capital Stock outstanding immediately prior to the\nEffective Time, including the aggregate number of shares of Company Capital\nStock, if any, issuable (with or without the passage of time or\nsatisfaction of other conditions) upon exercise or conversion of any\nCompany Convertible Securities outstanding or issuable (with or without the\npassage of time or satisfaction of other conditions) immediately prior to\nthe Effective Time.\n\n         \"1997 Option Plan\" shall mean the Cendant Corporation amended and\nrestated 1997 Stock Incentive Plan.\n\n         \"1999 Option Plan\" shall mean the Cendant Corporation Move.com\nGroup 1999 Stock Option Plan.\n\n         \"Option Exchange Ratio\" shall mean a number of shares of Parent\nCommon Stock equal to the quotient obtained by dividing (i) the Total\nConsideration by (ii) the Fully Converted Shares (with the result rounded\nto four decimal places).\n\n         \"Option Plans\" shall mean the 1999 Option Plan, the 1997 Option\nPlan and the 2000 Option Plan.\n\n         \"Options Assumed\" shall mean the sum of the Company Options and\nthe Additional Options.\n\n         \"Parent Common Stock\" shall mean the common stock of Parent,\n$0.001 par value per share.\n\n         \"Parent Closing Price\" shall mean the average of the closing\nprices of Parent Common Stock as quoted on the Nasdaq National Market for\nthe ten (10) days prior to the Closing Date.\n\n         \"RentNet\" shall mean RentNet, Inc., a Delaware corporation and a\nMetal Subsidiary.\n\n         \"SpringStreet\" shall mean SpringStreet, Inc., a California\ncorporation and a Parent Subsidiary.\n\n         \"Total Consideration\" shall mean 26,275,602 shares of Parent\nCommon Stock.\n\n         \"Total Option Consideration\" shall mean a number of shares of\nParent Common Stock equal to the product obtained by multiplying (i)\nOptions Assumed by (ii) the Option Exchange Ratio.\n\n         \"Total Outstanding Shares\" shall mean the sum of the Metal\nOutstanding Shares and the WW Outstanding Shares.\n\n         \"2000 Option Plan\" shall mean the Move.com, Inc. 2000 Stock Option\nPlan.\n\n         \"WW Capital Stock\" shall mean shares of common stock of WW, par\nvalue $.01 per share and any other shares of other capital stock of WW.\n\n         \"WW Consideration\" shall mean that number of shares of Parent\nCommon Stock equal to the Total Consideration minus the Total Option\nConsideration minus the Metal Consideration.\n\n         \"WW Convertible Securities\" shall mean any other rights to acquire\nor receive shares of WW Capital Stock, including all options, warrants and\nconvertible preferred stock.\n\n         \"WW Exchange Ratio\" shall mean a number of shares of Parent Common\nStock equal to the quotient obtained by dividing (i) the WW Consideration\nby (ii) the WW Outstanding Shares (with the result rounded to four decimal\nplaces).\n\n         \"WW Outstanding Shares\" shall mean the aggregate number of shares\nof WW Capital Stock outstanding immediately prior to the Effective Time,\nincluding the aggregate number of shares of WW Capital Stock issuable (with\nor without the passage of time or satisfaction of other conditions) upon\nexercise or conversion of any WW Convertible Securities outstanding or\nissuable (with or without the passage of time or satisfaction of other\nconditions) immediately prior to the Effective Time.\n\n         (b) Shares to be Issued; Effect on Capital Stock. The number of\nshares of Parent Common Stock issuable (including Parent Common Stock to be\nreserved for issuance upon exercise of any of the Company Options to be\nassumed by Parent) in exchange for the acquisition by Parent of all\noutstanding Company Capital Stock and all outstanding WW Capital Stock and\nthe assumption of all (if any) unexpired and unexercised Company\nConvertible Securities shall be equal to the Total Consideration minus the\nTotal Option Consideration. Subject to the terms and conditions of this\nAgreement, as of the Effective Time, by virtue of the Mergers and without\nany action on the part of Metal Merger Sub, WW Merger Sub, the Company, WW\nor the holder of any shares of the Company Capital Stock, WW Capital Stock\nor Company Convertible Securities, the following shall occur:\n\n         (i) Effect on Company Capital Stock. At the Effective Time, by\nvirtue of the Metal Merger and without any action on the part of Company or\nthe Stockholder, each share of Company Capital Stock issued and outstanding\nimmediately prior to the Effective Time shall be canceled and extinguished\nand shall be converted automatically into the right to receive, upon the\nterms and subject to conditions set forth below and throughout this\nAgreement, a number of shares of Parent Common Stock equal to the Metal\nExchange Ratio (the \"Metal Merger Consideration\").\n\n         (ii) Effect on WW Capital Stock. At the Effective Time, by virtue\nof the WW Merger and without any action on the part of WW or the\nStockholder, each share of WW Capital Stock issued and outstanding\nimmediately prior to the Effective Time shall be canceled and extinguished\nand shall be converted automatically into the right to receive, upon the\nterms and subject to the conditions set forth below and throughout this\nAgreement, a number of shares of Parent Common Stock equal to the WW\nExchange Ratio (the \"WW Merger Consideration\" and together with the Metal\nMerger Consideration, the \"Merger Consideration\").\n\n         (iii) Assumption of Certain Company Options. Effective as of the\nEffective Time, each outstanding Continuing Employee Option issued to and\nheld by Continuing Employees pursuant to the Option Plans (including any\nCompany Options required to be issued to a Continuing Employee as a result\nof the Mergers) and each Additional Option, in each case whether vested or\nunvested and in the case of Additional Options whether issued or unissued,\nwill be assumed by Parent in connection with the Mergers. Each Continuing\nEmployee Option and Additional Option so assumed by Parent under this\nAgreement shall continue to have, and be subject to, the same terms and\nconditions set forth in the Option Plans and\/or as provided in the\nrespective option or similar agreement immediately prior to the Effective\nTime (including any vesting schedule or repurchase rights), except that (i)\neach Continuing Employee Option and Additional Option will be exercisable\nfor that number of whole shares of Parent Common Stock equal to the product\nof the number of shares of Tracking Stock or Company Common Stock, as\napplicable, that were issuable upon exercise of such Continuing Employee\nOption or Additional Option, as applicable, immediately prior to the\nEffective Time multiplied by the Option Exchange Ratio, rounded down to the\nnearest whole number of shares of Parent Common Stock and (ii) the per\nshare exercise price for the shares of Parent Common Stock issuable upon\nexercise of such assumed Continuing Employee Option or Additional Option,\nas applicable, will be equal to the quotient determined by dividing the\nexercise price per share of Tracking Stock or Company Common Stock, as\napplicable, at which such Continuing Employee Option or Additional Option,\nas applicable, was exercisable immediately prior to the Effective Time by\nthe Option Exchange Ratio, rounded up to the nearest whole cent. The\nStockholder shall be responsible for, and shall indemnify and hold harmless\nParent and its affiliates and their officers, directors, employees,\naffiliates and agents from and against any and all claims, losses, damages,\ncosts and expenses (including attorneys' fees, costs and expenses) and\nother liabilities and obligations relating to or arising out of Parent's\nassumption of Continuing Employee Options under this Agreement or failure\nof Parent to assume any options, rights or other securities of the\nStockholder, the Company or any of their respective affiliates in\nconnection with the transactions contemplated by this Agreement; provided\nthat this indemnity shall not apply to (i) Parent's failure to issue Parent\nCommon Stock in accordance with the Option Exchange Ratio upon the due\nexercise of such Continuing Employee Options held by Continuing Employees\nand assumed by Parent pursuant to this Section, (ii) Parent's other\nobligations under the Option Plans with respect to the Continuing Employee\nOptions or the agreements governing such Continuing Employee Options by\nvirtue of such assumption, (iii) any actions taken by Parent after the\nClosing with respect to the termination of employment of any Continuing\nEmployee who holds a Continuing Employee Option, or (iv) any misstatement\nor omission in any Registration Statement on Form S-8 or prospectus or\nsimilar securities law document prepared by Parent and distributed to its\nemployees with respect to the Continuing Employee Options.\n\n         (iv) Fractional Shares. No fractional share of Parent Common Stock\nshall be issued in the Mergers. In lieu thereof, any fractional share shall\nbe rounded to the nearest whole share of Parent Common Stock (with .5 being\nrounded up).\n\n         (v) Cancellation of Company-Owned Stock. At the Effective Time, by\nvirtue of the Metal Merger and without any action on the part of any of the\nparties hereto, each share of Company Capital Stock owned by, the Company\nor any Metal Subsidiary immediately prior to the Effective Time, shall be\ncancelled and extinguished without any conversion thereof.\n\n         (vi) Cancellation of WW-Owned Stock. At the Effective Time, by\nvirtue of the WW Merger and without any action on the part of any of the\nparties hereto, each share of WW Capital Stock owned by WW or any WW\nSubsidiary immediately prior to the Effective Time, shall be cancelled and\nextinguished without any conversion thereof.\n\n         (vii) Capital Stock of Metal Merger Sub. At the Effective Time, by\nvirtue of the Metal Merger and without any action on the part of any of the\nparties hereto, each share of capital stock of Metal Merger Sub issued and\noutstanding immediately prior to the Effective Time shall be converted into\nand exchanged for one validly issued, fully paid and nonassessable share of\ncommon stock of the Metal Surviving Corporation. Each stock certificate of\nMetal Merger Sub evidencing ownership of any such shares of Metal Merger\nSub shall thereafter evidence ownership of an equivalent number of shares\nof capital stock of the Metal Surviving Corporation.\n\n         (viii) Capital Stock of WW Merger Sub. At the Effective Time, by\nvirtue of the WW Merger and without any action on the part of any of the\nparties hereto, each share of capital stock of WW Merger Sub issued and\noutstanding immediately prior to the Effective Time shall be converted into\nand exchanged for one validly issued, fully paid and nonassessable share of\ncommon stock of the WW Surviving Corporation. Each stock certificate of WW\nMerger Sub evidencing ownership of any such shares of WW Merger Sub shall\nthereafter evidence ownership of an equivalent number of shares of capital\nstock of the WW Surviving Corporation.\n\n         1.9 Surrender of Certificates.\n\n         (a) At the Closing, the Stockholder shall surrender all\ncertificates formerly representing shares of Company Capital Stock and WW\nCapital Stock (collectively, the \"Certificates\") for cancellation to\nParent.\n\n         (b) Upon proper presentation of the Certificates and in exchange\ntherefor, the Stockholder shall be entitled to receive, and Parent shall\ndeliver, a certificate representing the number of whole shares of Parent\nCommon Stock to which Stockholder is entitled pursuant to this Article I,\nand the Certificates so surrendered shall forthwith be canceled. Until so\nsurrendered, each outstanding Certificate that, prior to the Effective\nTime, represented shares of Company Capital Stock and WW Capital Stock will\nbe deemed from and after the Effective Time, for all corporate purposes,\nother than the payment of dividends, to evidence the ownership of the\nnumber of full shares of Parent Common Stock into which such shares of\nCompany Capital Stock and WW Capital Stock shall have been so converted.\n\n         (c) No Liability. Notwithstanding anything to the contrary in this\nSection 1.9, neither Parent nor any party hereto shall be liable to a\nholder of shares of Parent Common Stock, Company Capital Stock or WW\nCapital Stock for any amount properly paid to a public official pursuant to\nany applicable abandoned property, escheat or similar law.\n\n         (d) No Further Ownership Rights in Company Capital Stock. The\nshares of Parent Common Stock issued in accordance with the terms hereof\nshall be deemed to be full satisfaction of all rights pertaining to shares\nof each of Company Capital Stock and WW Capital Stock outstanding prior to\nthe Effective Time, and there shall be no further registration of transfers\non the records of (i) the Metal Surviving Corporation of shares of Company\nCapital Stock or (ii) the WW Surviving Corporation of shares of WW Capital\nStock that were outstanding prior to the Effective Time. If, after the\nEffective Time, Certificates are presented to Parent, Metal Surviving\nCorporation or the WW Surviving Corporation for any reason, they shall be\ncanceled and exchanged as provided in this Article I.\n\n         (e) Taking of Necessary Action; Further Action. If, at any time\nafter the Effective Time, any further action is necessary or desirable to\ncarry out the purposes of this Agreement and to vest the Metal Surviving\nCorporation or the WW Surviving Corporation with full right, title and\npossession to all assets, property, rights, privileges, powers and\nfranchises of the Business, then Parent, Merger Sub and the Company, and\nthe officers and directors of the Company, WW, Parent, Metal Merger Sub and\nWW Merger Sub are fully authorized in the name of their respective\ncorporations or otherwise to take, and will take, all such lawful and\nnecessary action.\n\n         1.10 Treatment of Stockholder Guaranty. Following the Closing,\nParent shall use commercially reasonable efforts to release and cancel (or,\nto the extent that it cannot be so released and cancelled, to cause Parent\nto be substituted for the Stockholder with respect to) the guaranty of\nStockholder in the agreement set forth in Schedule 1.10 of the Stockholder\nDisclosure Letter (the \"Stockholder Guaranty\") (or if not possible added as\nthe primary obligor with respect thereto). Parent shall indemnify and hold\nharmless Stockholder against liabilities incurred by Stockholder arising as\na result of events following the Closing Date with respect to the guaranty\nof Stockholder in the agreement set forth in Schedule 1.10 of the\nStockholder Disclosure Letter after the Closing.\n\n\n                                ARTICLE II\n\n             REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER\n\n         As of the date hereof, the Stockholder represents and warrants to\nParent and Metal Merger Sub and WW Merger Sub, subject to such exceptions\nas are specifically disclosed in the disclosure letter supplied by the\nStockholder to Parent (the \"Stockholder Disclosure Letter\") and dated as of\nthe date hereof, as follows:\n\n         2.1 Organization of the Company.\n\n         (a) Each of the Company and each Metal Subsidiary (as defined in\nSection 2.3 hereof) is a corporation duly organized, validly existing and\nin good standing under the laws of its jurisdiction of incorporation. Each\nof the Company and each Metal Subsidiary has the corporate power to own its\nrespective properties and to carry on its respective businesses as\nconducted. Each of the Company and each Metal Subsidiary is duly qualified\nto do business and in good standing as a foreign corporation in each\njurisdiction in which the failure to be so qualified (either individually\nor collectively) would have a Material Adverse Effect on the Company. The\nStockholder has delivered to Parent a true and correct copy of the\ncertificate of incorporation and bylaws of each of the Company and the\nMetal Subsidiaries, each as amended to date and in full force and effect on\nthe date hereof. There are no proposed or considered amendments to the\ncertificate of incorporation or bylaws of any of the Company or any Metal\nSubsidiary. Schedule 2.1(a) of the Stockholder Disclosure Letter lists the\ndirectors and officers of the Company and each Metal Subsidiary and each\njurisdiction in which the Company is qualified to do business.\n\n         (b) Each of WW and each WW Subsidiary (as defined in Section 2.3\nhereof) is a corporation duly organized, validly existing and in good\nstanding under the laws of its jurisdiction of incorporation. Each of WW\nand each WW Subsidiary has the corporate power to own its respective\nproperties and to carry on its respective businesses as now being conducted\nand as proposed to be conducted. Each of WW and each WW Subsidiary is duly\nqualified to do business and in good standing as a foreign corporation in\neach jurisdiction in which the failure to be so qualified (either\nindividually or collectively) would have a Material Adverse Effect on WW.\nThe Stockholder has delivered to Parent a true and correct copy of the\ncertificate of incorporation and bylaws of each of WW and the WW\nSubsidiaries, each as amended to date and in full force and effect on the\ndate hereof. There are no proposed or considered amendments to the\ncertificate of incorporation or bylaws of any of the Company or any WW\nSubsidiary. Schedule 2.1(b) of the Stockholder Disclosure Letter lists the\ndirectors and officers of each WW Subsidiary and each jurisdiction in which\nWW is qualified to do business.\n\n         2.2 Company Capital Structure.\n\n         (a) The authorized Company Capital Stock consists of (i)\n37,500,000 shares of common stock, par value $.01 per share, of which\n22,500,000 shares are issued and outstanding as of the date hereof, (ii)\n12,500,000 shares of non-voting common stock, par value $.01 per share,\nnone of which are issued and outstanding as of the date hereof; and (iii)\n5,000,000 shares of Preferred Stock, par value $.01 per share, none of\nwhich are issued and outstanding as of the date hereof. The total number of\nshares of Company Capital Stock outstanding as of immediately prior to the\nEffective Time (assuming the conversion, exercise or exchange of all\nCompany Convertible Securities) will be as set forth in Schedule 2.2(a) of\nthe Stockholder Disclosure Letter. All outstanding shares of the Company\nCapital Stock are held (and as of immediately prior to the Effective Time\nwill be held) of record and beneficially by CMS. All of the capital stock\nof CMS is held (and as of immediately prior to the Effective Time will be\nheld) of record and beneficially by the Stockholder. All outstanding shares\nof Company Capital Stock are duly authorized, validly issued, fully paid\nand non-assessable and not subject to preemptive rights created by statute,\nthe Certificate of Incorporation or Bylaws of the Company or any agreement\nto which the Company or any of its Metal Subsidiaries is a party or by\nwhich it is bound, and have been issued in compliance with federal and\nstate securities laws. There are no declared or accrued but unpaid\ndividends with respect to any shares of Company Common Stock. The Company\nhas no other capital stock authorized, issued or outstanding. The Company\nhas no obligation to redeem or repurchase any capital stock of any\ncorporation or other entity, and has no liability in respect of any capital\nstock of any corporation or other entity.\n\n         (b) The authorized WW Capital Stock consists of (i) 1,000 shares\nof Common Stock, par value $.01 per share, of which 1,000 shares are issued\nand outstanding as of the date hereof, and (ii) no shares of Preferred\nStock, par value $.01 per share, none of which are issued and outstanding\nas of the date hereof. The total number of shares of WW Capital Stock\noutstanding as of immediately prior to the Effective Time (assuming the\nconversion, exercise or exchange of all WW Convertible Securities) will be\nas set forth in Schedule 2.2(b) of the Stockholder Disclosure Letter. All\nof the outstanding shares of the WW Capital Stock is held (and as of\nimmediately prior to the Effective Time will be held) of record and\nbeneficially by CMS. All outstanding shares of WW Capital Stock are duly\nauthorized, validly issued, fully paid and non-assessable and not subject\nto preemptive rights created by statute, the Certificate of Incorporation\nor Bylaws of WW or any agreement to which WW or any of its WW Subsidiaries\nis a party or by which it is bound, and have been issued in compliance with\nfederal and state securities laws. There are no declared or accrued but\nunpaid dividends with respect to any shares of WW Common Stock. WW has no\nother capital stock authorized, issued or outstanding. WW has no obligation\nto redeem or repurchase any capital stock of any corporation or other\nentity, and has no liability in respect of any capital stock of any\ncorporation or other entity.\n\n         (c) Except for the Option Plans, neither the Company, WW nor any\nof their respective Subsidiaries nor the Stockholder on behalf of the\nCompany, WW or any of its Subsidiaries has ever adopted or maintained any\nstock option plan or other plan providing for equity compensation of any\nperson. The Stockholder has reserved an aggregate of 11,000,000 shares of\nTracking Stock for issuance to employees, directors and consultants upon\nthe exercise of Company Options pursuant to the Option Plans, of which (i)\n573,250 and 5,768,946 shares are issuable, as of the date hereof, upon the\nexercise of outstanding, unexercised Company Options granted under the 1997\nOption Plan and 1999 Option Plan, respectively and (ii) 4,426,750 and\n231,054 shares remain available for future grant under the 1997 Option Plan\nand 1999 Option Plan, respectively. The Stockholder has reserved an\naggregate of 1,586,000 shares of Tracking Stock for future issuance\npursuant to the exercise of outstanding warrants. Schedule 2.2(c) of the\nStockholder Disclosure Letter sets forth for each outstanding Company\nConvertible Security and each Fully Converted Share, the name of the holder\nof such Company Convertible Security or Fully Converted Share, the number\nand type of shares subject to such Convertible Security or Fully Converted\nShare, the exercise price of such Convertible Security or Fully Converted\nShare, the vesting schedule for such Convertible Security or Fully\nConverted Share, including the extent vested to date and whether the\nvesting exercisability of such Convertible Security or Fully Converted\nShare will be accelerated and become exercisable by reason of the\ntransactions contemplated by this Agreement and whether such Convertible\nSecurity or Fully Converted Share is intended to qualify as an incentive\nstock option as defined in Section 422 of the Code. All Company Options are\nheld by employees of the Company or its Subsidiaries and have been issued\nin compliance with federal and state securities laws. Except for the\nCompany Convertible Securities described in Schedule 2.2(c) of the\nStockholder Disclosure Letter, there are no options, warrants, calls,\nrights, commitments or agreements of any character, written or oral, to\nwhich the Company, WW or any of their respective Subsidiaries is a party or\nby which any of them is bound obligating the Company or any of its\nSubsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be\nissued, delivered, sold, repurchased or redeemed, any shares of Company\nCapital Stock, WW Capital Stock or Fully Converted Shares or the capital\nstock of any of the Subsidiaries or obligating the Company, WW or any of\ntheir respective Subsidiaries to grant, extend, accelerate the vesting of,\nchange the price of, otherwise amend or enter into any such option,\nwarrant, call, right, commitment or agreement. There are no outstanding or\nauthorized stock appreciation, phantom stock, profit participation, or\nother similar rights with respect to the Company, WW or any of their\nrespective Subsidiaries. Except as contemplated hereby, there are no voting\ntrusts, proxies, or other agreements or understandings with respect to the\nvoting stock of the Company Capital Stock, WW Capital Stock or the Fully\nConverted Shares. The holders of Company Convertible Securities, WW\nConvertible Securities and Fully Converted Shares have been or will be\ngiven, or shall have properly waived, any required notice prior to the\nMergers, and all such rights will be terminated at or prior to the\nEffective Time. Without limiting the foregoing, neither the Company nor WW\nis, and nor will either of them be obligated, to issue any Company Capital\nStock or WW Capital Stock in connection with any Tracking Stock or any\nobligation to issue any Tracking Stock. As a result of the Mergers, Parent\nwill be, upon the Effective Time, the sole record holder and sole\nbeneficial owner of all capital stock of the Company, WW and their\nrespective Subsidiaries and rights to acquire or receive such capital\nstock. As a result of the Mergers and following the Mergers, other than\nContinuing Employee Options, Parent shall have no liabilities or\nobligations to any holders of Tracking Stock or options, warrants or other\nconvertible securities to acquire Tracking Stock.\n\n         (d) Under the terms of this agreement, the sum of (i) the WW\nConsideration plus (ii) the Metal Consideration is equal to the sum of (x)\nthe product obtained by multiplying Stockholder's notional interest in the\nTracking Stock (as expressed in shares of Tracking Stock) times the Option\nExchange Ratio plus (y) the product obtained by multiplying the aggregate\nnumber of outstanding shares of Tracking Stock held by persons other than\nStockholder plus the aggregate number of outstanding options or other\nrights to purchase Tracking Stock held by persons other than Stockholder\ntimes the Option Exchange Ratio, such that each holder of a Continuing\nEmployee Option would receive upon exercise of such Continuing Employee\nOption an equivalent proportional amount of Parent Common Stock in respect\nof such holder's interest in the Business as Stockholder is receiving in\nrespect of Stockholder's interest in the Company and WW in satisfaction of\nthe Stockholder's notional interest in the Tracking Stock.\n\n         2.3 Subsidiaries. Except for the subsidiaries of each of the\nCompany and WW listed in Schedule 2.3 of the Stockholder Disclosure Letter\n(each subsidiary of the Company, a \"Metal Subsidiary\" and each subsidiary\nof WW, a \"WW Subsidiary\" and together with Metal Subsidiaries, the\n\"Subsidiaries\"), each of which are wholly owned by the Company or WW, as\nthe case may be, and except as set forth on Schedule 2.3 of the Stockholder\nDisclosure Letter, each of the Company and WW does not have and has never\nhad any subsidiaries and does not otherwise own and has never otherwise\nowned any shares of capital stock or any interest in, or control, directly\nor indirectly, any other corporation, partnership, association, joint\nventure or other business entity. Schedule 2.3 of the Stockholder\nDisclosure Letter sets forth the capitalization of each Subsidiary. The\nCompany or WW, as the case may be, is the record and beneficial owner of\nall of the outstanding capital stock of each Subsidiary. Schedule 2.3 of\nthe Stockholder Disclosure Letter also sets forth the names of the\ndirectors and officers of each Subsidiary. Each of the Company and WW has\nprovided Parent with true and correct copies of each Subsidiary's\ncertificate of incorporation, bylaws or other applicable charter documents.\nThere are no options, warrants, calls, rights, commitments or agreements of\nany character, written or oral, to which either the Company, WW or any\nSubsidiary is a party or by which it is bound obligating any Subsidiary to\nissue, deliver, sell, repurchase or redeem, or cause to be issued,\ndelivered, sold, repurchased or redeemed, any shares of the capital stock\nof any Subsidiary or obligating any Subsidiary to grant, extend, accelerate\nthe vesting of, change the price of, otherwise amend or enter into any such\noption, warrant, call, right, commitment or agreement. There are no\noutstanding or authorized stock appreciation, phantom stock, profit\nparticipation, or other similar rights with respect to any Subsidiary.\nGetko Canada has no interest in any asset, property or right of any type or\ndescription, real, personal, tangible and intangible.\n\n         2.4 Authority. Each of the Company, WW, CMS and the Stockholder\n(and each subsidiary of the Stockholder, as appropriate) has all requisite\ncorporate power and authority to enter into this Agreement and the\nAncillary Agreements to which it is a party and to consummate the\ntransactions contemplated hereby and thereby. The execution and delivery of\nthis Agreement and the Ancillary Agreements to which it is party and the\nconsummation of the transactions contemplated hereby have been duly\nauthorized by all necessary corporate action on the part of each of the\nCompany, WW, CMS and the Stockholder (and each subsidiary of the\nStockholder, as appropriate), as the case may be, in accordance with\napplicable law and the Certificate of Incorporation of the Company, WW, CMS\nand the Stockholder (and each subsidiary of the Stockholder, as\nappropriate), as the case may be. The respective Boards of Directors of the\nCompany, WW, CMS and the Stockholder have approved and adopted the Mergers,\nthis Agreement and the Ancillary Agreements to which it (and\/or a\nsubsidiary of it) is a party. This Agreement and the Ancillary Agreements\nto which it is party have been duly executed and delivered by each of the\nCompany, WW, CMS and the Stockholder (and each subsidiary of the\nStockholder, as appropriate) and, assuming the due execution and delivery\nby Parent, Metal Merger Sub and WW Merger Sub, constitute the valid and\nbinding obligations of the Company, WW, CMS and the Stockholder (and each\nsubsidiary of the Stockholder, as appropriate), as the case may be,\nenforceable in accordance with their respective terms. Except as set forth\nin Schedule 2.4 of the Stockholder Disclosure Letter, the execution and\ndelivery of this Agreement and the Ancillary Agreements to which it is a\nparty by the Company, WW, CMS and the Stockholder (and each subsidiary of\nthe Stockholder, as appropriate), as the case may be, does not, and, as of\nthe Effective Time, the consummation of the transactions contemplated\nhereby and thereby will not, conflict with, or result in any violation of,\nor default under (with or without notice or lapse of time, or both), or\ngive rise to a right of termination, cancellation or acceleration of any\nobligation or loss of any benefit under (any such event, a \"Conflict\") (i)\nany provision of the Certificate of Incorporation or Bylaws of the Company,\nWW, CMS or the Stockholder, as the case may be, or (ii) any agreement that\nwould be required to be disclosed pursuant to Section 2.11 or 2.12 of this\nAgreement or any instrument, permit, concession, franchise, license,\njudgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to the Company, WW, CMS or the Stockholder or their respective\nproperties or assets. No consent, waiver, approval, order or authorization\nof, or registration, declaration or filing with, any court, administrative\nagency or commission or other federal, state, county, local or foreign\ngovernmental authority, instrumentality, agency or commission\n(\"Governmental Entity\") or any third party (so as not to trigger any\nConflict) is required by or with respect to the Company, WW, CMS or the\nStockholder in connection with the execution and delivery of this Agreement\nor the consummation of the transactions contemplated hereby, except for:\n(i) the filing of the Certificates of Merger with the Secretaries of State\nfor the State of Delaware and the State of New York, respectively; (ii)\nsuch consents, waivers, approvals, orders, authorizations, registrations,\ndeclarations and filings as may be required under applicable federal and\nstate securities laws; (iii) such consents, waivers, approvals, orders,\nauthorizations, registrations, declarations and filings as may be required\nunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended\n(the \"HSR Act\"); and (iv) such other consents, waivers, authorizations,\nfilings, approvals and registrations which are set forth on Schedule 2.4 of\nthe Stockholder Disclosure Letter. Each of the Stockholder and CMS has\napproved the Mergers in its capacity as stockholder of the Company and WW.\n\n         2.5 Company Financial Statements. Schedule 2.5 of the Stockholder\nDisclosure Letter sets forth the audited combined balance sheets of the\nCompany (together with WW and the WW Subsidiaries as though WW and the WW\nSubsidiaries were subsidiaries of the Company) as of December 31, 1999 and\nDecember 31, 1998 and the unaudited combined balance sheet of the Company\n(together with WW and the WW Subsidiaries as though WW and the WW\nSubsidiaries were subsidiaries of the Company) as of September 30, 2000\n(the \"Balance Sheet\") and the related audited combined statements of\noperations and cash flows for each of the two one-year periods ended\nDecember 31, 1998 and December 31, 1999, respectively, and the related\nunaudited combined statements of operations and cash flows for the\nnine-month period ended September 30, 2000 (collectively, the \"Company\nFinancials\"). The Company Financials, including the related schedules and\nnotes thereto, have been prepared in accordance with generally accepted\naccounting principles (\"GAAP\") applied on a basis consistent throughout the\nperiods indicated and consistent with each other (subject, in the case of\nunaudited statements, to normal audit adjustments). The Company Financials,\nincluding the related schedules and notes thereto, present fairly the\nfinancial condition and operating results of the Company, WW, their\nrespective Subsidiaries and the Business as of the dates and during the\nperiods indicated therein. Except as disclosed on Schedule 2.5 of the\nStockholder Disclosure Letter, (i) there are no asset or revenue items that\nare included in the Company Financials that would not be included in\nfinancial statements prepared in accordance with GAAP of the Company, WW\nand the Subsidiaries on a stand-alone basis for the same amounts and for\nthe same periods, and (ii) there are no liabilities or expenses that would\nbe included in financial statements prepared in accordance with GAAP of the\nCompany, WW and their respective Subsidiaries on a stand alone basis that\nare not included in the Company Financials for the same amounts and for the\nsame periods. At no time has the Company, WW or any Subsidiary factored its\naccounts receivable or otherwise sold or transferred the right to collect\nany of its accounts receivable. In addition, at no time has the Company, WW\nor any Subsidiary, or any assets of the Company, WW or any Subsidiary, been\nplaced in receivership or otherwise been subject to any bankruptcy,\ninsolvency or liquidation proceeding.\n\n         2.6 No Undisclosed Liabilities. The Company, WW, the Subsidiaries\nand the Business do not have any liability, indebtedness, obligation,\nexpense, claim, guaranty or endorsement of any type, whether accrued,\nabsolute, contingent, matured, unmatured or other, of a nature required to\nbe reflected in financial statements (including the notes thereto) in\naccordance with GAAP (\"Liabilities\"), which individually or in the\naggregate (i) has not been reflected in the Balance Sheet, or (ii) has not\narisen in the ordinary course of the Company's or WW's business since the\ndate of the Balance Sheet, consistent with past practices, and does not\nreflect a material change to the business (as previously conducted),\nresults of operations or financial condition of the Company, WW or any of\nthe Subsidiaries (taking into account any growth in revenues and\ncommensurate growth in expenses).\n\n         2.7 No Changes. (i) Since June 30, 2000 and through the date\nhereof, there has not been, occurred or arisen any:\n\n         (a) transaction by the Company, WW or any Subsidiary except in the\nordinary course of business as conducted on June 30, 2000;\n\n         (b) transfer in, sale, lease, license or allocation of any assets\n(including intangible assets), Liabilities or employees to the Company, WW\nor any Subsidiary by the Stockholder or any of its subsidiaries (other than\nthe Company, WW and its Subsidiaries);\n\n         (c) amendments or changes to the certificate of incorporation or\nbylaws or other applicable charter documents of the Company, WW or any\nSubsidiary;\n\n         (d) use by the Business of any assets owned by or licensed to the\nStockholder or any of its subsidiaries (other than the Company, WW and its\nSubsidiaries);\n\n         (e) labor trouble or claim of wrongful discharge or other unlawful\nlabor practice or action;\n\n         (f) addition to or modification of the employee benefit plans,\narrangements or practices described in Section 2.20 of this Agreement\n(other than as described in Section 5.19 hereof);\n\n         (g) change in accounting methods or practices (including any\nchange in depreciation or amortization policies or rates) by the Company,\nWW or any Subsidiary;\n\n         (h) revaluation by the Company, WW or any Subsidiary of any of its\nassets;\n\n         (i) declaration, setting aside or payment of a dividend or other\ndistribution with respect to the capital stock of the Company, WW or any\nSubsidiary, or any split, combination or reclassification with respect to\nthe capital stock of the Company, WW or any Subsidiary, or any issuance or\nauthorization of any issuance of any other securities in respect of, in\nlieu of or in substitution for shares of capital stock of the Company, WW\nor any Subsidiary or any direct or indirect redemption, purchase or other\nacquisition by the Company, WW or any Subsidiary of any of its capital\nstock (or options, warrants or rights convertible into, exercisable or\nexchangeable therefor);\n\n         (j) increase in the salary or other compensation payable or to\nbecome payable to any of its officers or directors of the Company, WW or\nany Subsidiary other than increases made in the ordinary course of business\nconsistent with past practices and in no event in excess of ten percent\n(10%) of such officer's or director's base salary, or the declaration,\npayment or commitment or obligation of any kind for the payment of a bonus\nor other additional salary or compensation to any such person, other than\nbonuses or additional salary or compensation paid in the ordinary course of\nbusiness consistent with past practices;\n\n         (k) waiver or release of any right or claim of the Company, WW or\nany Subsidiary in excess of $50,000 in the aggregate, including any\nwrite-off or other compromise of any account receivable of the Company, WW\nor any Subsidiary;\n\n         (l) except as contemplated by this Agreement, issuance, sale, or\ncontract to issue or sell, by the Company, WW or any Subsidiary of any\nshares of Company Capital Stock or WW Capital Stock or shares of capital\nstock of any Subsidiary or securities convertible into, or exercisable or\nexchangeable for, shares of Company Capital Stock or WW Capital Stock or\nshares of capital stock of any Subsidiary, or any securities, warrants,\noptions or rights to purchase any of the foregoing;\n\n         (m) commencement or written notice or, to the Stockholder's\nKnowledge, threat of any lawsuit or, to the Stockholder's Knowledge,\nproceeding or investigation against the Company, WW or its affairs;\n\n         (n) agreement, understanding or commitment, or any modification to\nor amendment of any such agreement, understanding or commitment, between\nthe Stockholder and any of its subsidiaries or affiliates on the one hand,\nand the Company or WW, on the other hand;\n\n         (o) adoption of a plan of or resolutions providing for the\nliquidation, dissolution, merger, consolidation or other arrangement of the\nCompany, WW or the Subsidiaries (except for the transactions contemplated\nhereby); or\n\n         (p) negotiation or agreement by the Company, WW or any Subsidiary\nor any officer or employees thereof to do any of the things described in\nthe preceding clauses (a) through (o) (other than negotiations with Parent\nand its representatives regarding the transactions contemplated by this\nAgreement).\n\n         (ii) Since September 30, 2000 and through the date hereof, there\nhas not been, occurred or arisen any:\n\n         (a) material adverse change in the Company's or WW's condition\n(financial or otherwise), results of operations, assets, liabilities,\nworking capital or reserves, except for changes contemplated hereby or set\nforth in the Company Financials;\n\n         (b) payment, discharge or satisfaction, in any amount in excess of\n$100,000 in any one case, or $250,000 in the aggregate, of any claim,\nliability or obligation (absolute, accrued, asserted or unasserted,\ncontingent or otherwise) of the Company, WW or any Subsidiary, other than\npayment, discharge or satisfaction of Liabilities in the ordinary course of\nbusiness consistent with past practices;\n\n         (c) capital expenditure or commitment by or on behalf of the\nCompany, WW or any Subsidiary or the Business, either individually or in\nthe aggregate, exceeding $100,000, other than, in the case of the Company\nand the Metal Subsidiaries only, in the ordinary course of business\nconsistent with past practices;\n\n         (d) event or condition that has had or would be reasonably\nexpected to have a Material Adverse Effect (as defined in Section 10.2\nhereof) on the Company, WW or any Subsidiary;\n\n         (e) loan by the Company, WW or any Subsidiary to any person or\nentity, incurring by the Company, WW of any indebtedness, guaranteeing by\nthe Company, WW or any Subsidiary of any indebtedness, issuance or sale of\nany debt securities of the Company or any Subsidiary or guaranteeing of any\ndebt securities of others, except for advances to employees for travel and\nbusiness expenses in the ordinary course of business, consistent with past\npractices;\n\n         (f) cancellation of any material indebtedness owed to the Company,\nWW or its Subsidiaries relating to any of the Company's or WW's business\nactivities or properties (or the business activities or properties of the\nSubsidiaries), whether or not in the ordinary course of business;\n\n         (g) making or changing in any election in respect of Taxes (as\ndefined in Section 2.8 hereof) of the Company, WW or any Subsidiary,\nadoption or change in any accounting method in respect of Taxes of the\nCompany, WW or any Subsidiary, agreement or settlement of any claim or\nassessment in respect of Taxes of the Company, WW or any Subsidiary, or\nextension or waiver of the limitation period applicable to any claim or\nassessment in respect of Taxes of the Company, WW or any Subsidiary; or\n\n         (h) negotiation or agreement by the Company, WW or any Subsidiary\nor any officer or employees thereof to do any of the things described in\nthe preceding clauses (a) through (g) (other than negotiations with Parent\nand its representatives regarding the transactions contemplated by this\nAgreement).\n\n         (iii) Since March 31, 2000 and through the date hereof, there has\nnot been, occurred or arisen any transfer out, sale, lease or license of\nany assets (including intangible assets and URLs), Liabilities or employees\nof the Company, WW or any Subsidiary to (with respect to material assets\nonly) a third party or to (with respect to all assets) the Stockholder or\nany of its subsidiaries (other than the Company, WW and the Subsidiaries).\n\n         2.8 Tax and Other Returns and Reports\n\n         (a) Definition of Taxes. For the purposes of this Agreement, \"Tax\"\nor, collectively, \"Taxes,\" means (i) any and all federal, state, local and\nforeign taxes, assessments and other governmental charges, duties,\nimpositions and liabilities, including taxes based upon or measured by\ngross receipts, income, profits, sales, use and occupation, and value\nadded, ad valorem, transfer, franchise, withholding, payroll, recapture,\nemployment, excise and property taxes, together with all interest,\npenalties and additions imposed with respect to such amounts, (ii) any\nliability for the payment of any amounts of the type described in clause\n(i) of this Section 2.8(a) as a result of being a member of an affiliated,\nconsolidated, combined or unitary group for any period, and (iii) any\nliability for the payment of any amounts of the type described in clauses\n(i) or (ii) of this Section 2.8(a) as a result of any express or implied\nobligation to indemnify any other person or as a result of any obligations\nunder any agreements or arrangements with any other person with respect to\nsuch amounts and including any liability for taxes of a predecessor entity.\n\n         (b) Tax Returns and Audits. Except as set forth in Schedule 2.8(b)\nof the Stockholder Disclosure Letter:\n\n         (i) Each of the Company, WW and each Subsidiary has prepared and\ntimely filed all required federal, state, local and foreign returns,\nestimates, information statements and reports (\"Returns\") relating to any\nand all Taxes concerning or attributable to it or its operations and such\nReturns are true and correct and have been completed in accordance with\napplicable law.\n\n         (ii) Each of the Company, WW and each Subsidiary (A) has paid or\naccrued all Taxes it is required to pay or accrue and (B) has reported and\nwithheld with respect to employees of the Company, WW and each Subsidiary\nall federal and state income taxes, Federal Income Contribution Act\n(\"FICA\"), Federal Unemployment Tax Act (\"FUTA\"), and other Taxes required\nto be reported and withheld.\n\n         (iii) Neither the Company, WW nor any Subsidiary has been\ndelinquent in the payment of any Tax nor is there any Tax deficiency\noutstanding, proposed or assessed against the Company, WW or any\nSubsidiary, nor has the Company, WW or any Subsidiary executed any waiver\nof any statute of limitations on or extending the period for the assessment\nor collection of any Tax.\n\n         (iv) No audit or other examination of any Return of the Company,\nWW or any Subsidiary is currently in progress, nor has the Company, WW or\nany Subsidiary been notified of any request for such an audit or other\nexamination.\n\n         (v) Neither the Company, WW nor any Subsidiary has any liabilities\nfor unpaid federal, state, local and foreign Taxes which have not been\naccrued or reserved against in accordance with GAAP on the Balance Sheet,\nwhether asserted or unasserted, contingent or otherwise, and the\nStockholder has no Knowledge of any basis for the assertion of any such\nliability attributable to the Company, WW or any Subsidiary, or any of\ntheir respective assets or operations.\n\n         (vi) The Stockholder has provided to Parent copies of all foreign,\nfederal, state and local income and all state and local sales and use Tax\nReturns relating to any and all Taxes concerning or attributable to the\nCompany, WW or any Subsidiary for the past two (2) years.\n\n         (vii) There are no liens, pledges, charges, claims, security\ninterests or other encumbrances of any sort except for liens for Taxes not\nyet due and payable (\"Liens\") on the assets of the Company, WW or any\nSubsidiary relating to or attributable to Taxes.\n\n         (viii) The Stockholder has no Knowledge of any basis for the\nassertion of any claim relating or attributable to Taxes which, if\nadversely determined, would result in any Lien on the assets of the\nCompany, WW or any Subsidiary.\n\n         (ix) None of the Company's, WW's or any Subsidiary's assets are\ntreated as \"tax-exempt use property\" within the meaning of Section 168(h)\nof the Code.\n\n         (x) There is not any contract, agreement, plan or arrangement,\nincluding but not limited to the provisions of this Agreement, covering any\nemployee or former employee of the Company, WW or any Subsidiary that,\nindividually or collectively, could give rise to the payment of any amount\nthat would not be deductible pursuant to Sections 280G, 404 or 162(m) of\nthe Code.\n\n         (xi) Neither the Company, WW nor any Subsidiary has filed any\nconsent agreement under Section 341(f) of the Code or agreed to have\nSection 341(f)(2) of the Code apply to any disposition of a Subsection (f)\nasset (as defined in Section 341(f)(4) of the Code) owned by the Company,\nWW or any Subsidiary.\n\n         (xii) Neither the Company, WW nor any Subsidiary is a party to a\ntax sharing or allocation agreement nor does the Company, WW or any\nSubsidiary owe any amount under any such agreement.\n\n         (xiii) No adjustment relating to any Return filed by the Company,\nWW or any Subsidiary has been proposed formally or, to the Knowledge of the\nStockholder, informally by any tax authority to the Company, WW or any\nSubsidiary or any representative thereof.\n\n         (xiv) Neither the Company, WW nor any Subsidiary has ever been a\nparty to any joint venture, partnership or other agreement that could be\ntreated as a partnership for Tax purposes.\n\n         (xv) Neither the Company, WW nor any Subsidiary has constituted\neither a \"distributing corporation\" or a \"controlled corporation\" in a\ndistribution of stock qualifying for tax-free treatment under Section 355\nof the Code (x) in the two years prior to the date of this Agreement or (y)\nin a distribution prior to the Mergers which could otherwise constitute\npart of a \"plan\" or \"series of related transactions\" (within the meaning of\nSection 355(e) of the Code) in conjunction with the Mergers.\n\n         2.9 Restrictions on Business Activities. Except as set forth in\nSchedule 2.9(a) of the Stockholder Disclosure Letter, there is no agreement\n(noncompete or otherwise), commitment, judgment, injunction, order or\ndecree to which the Company, WW or any Subsidiary is a party or otherwise\nbinding upon the Company, WW or any Subsidiary or the Business which has or\nreasonably would be expected to have the effect of prohibiting or impairing\nany business practice of the Company, WW or any Subsidiary, any acquisition\nof property (tangible or intangible) by the Company, WW or any Subsidiary.\nWithout limiting the foregoing, except as set forth in Schedule 2.9(b) of\nthe Stockholder Disclosure Letter, neither the Company, WW nor any\nSubsidiary has entered into or is bound by any agreement under which any of\nthem is restricted from selling, licensing or otherwise distributing any of\nits technology to any class of customers during any period of time or in\nany segment of the market.\n\n         2.10 Title to Properties; Absence of Liens and Encumbrances\n\n         (a) Except as set forth in Schedule 2.10 of the Stockholder\nDisclosure Letter, neither the Company, WW nor any Subsidiary owns any real\nproperty. Schedule 2.10(a) of the Stockholder Disclosure Letter sets forth\na list of all real property currently leased by the Company, WW or any\nSubsidiary. All such current leases are in full force and effect, are valid\nand effective in accordance with their respective terms, and there is not,\nunder any of such leases, any existing default or event of default (or\nevent which with notice or lapse of time, or both, would constitute a\ndefault).\n\n         (b) Each of the Company, WW and each Subsidiary has good and valid\ntitle to, or, in the case of leased properties and assets, valid leasehold\ninterests in, all of their tangible properties and assets (including\naccounts receivable), real, personal and mixed, used or held for use in the\nBusiness, free and clear of any Liens, except as reflected in the Company\nFinancials and except for liens for taxes not yet due and payable and such\nimperfections of title and encumbrances, if any, which are not material in\ncharacter, amount or extent, and which do not materially detract from the\nvalue, or materially interfere with the present use, of the property\nsubject thereto or affected thereby.\n\n         (c) Other than as set forth in Schedule 2.10(c) of the Stockholder\nDisclosure Letter, all material items of equipment (the \"Equipment\")\n(including all of the Equipment contained in the San Francisco location of\nthe Business) used in or by the Business are owned or leased by the\nCompany, WW or a Subsidiary.\n\n         (d) All of the assets, properties and rights of every type and\ndescription, real, personal, tangible and intangible, used in the conduct\nof the Business are licensed by third parties to or owned by the Company or\nWW or the Company or WW otherwise has the right to use such assets\nproperties and rights. Neither the Stockholder nor any subsidiary or\naffiliate of Stockholder (including NRT) has any ownership, license or\nsimilar interest to any of the assets, properties or rights of any type and\ndescription, real, personal, tangible and intangible, used in the conduct\nof the Business. Except as provided for in Exhibit A to the Transition\nServices Agreement or Schedule 2.10(d) of the Stockholder Disclosure\nLetter, (i) the Stockholder and its subsidiaries (other than the Company,\nWW and the Subsidiaries) do not provide any products or services used in\nthe conduct of the Business, and (ii) there is no other agreement or\nunderstanding between the Stockholder or any of its affiliates and the\nCompany, WW or any Subsidiary.\n\n         2.11 Intellectual Property\n\n         For the purposes of this Agreement, the following terms have the\nfollowing definitions:\n\n                  \"Intellectual Property\" shall mean any or all of the\nfollowing and all rights in, arising out of, or associated therewith: (i)\nall United States, international and foreign patents and applications\ntherefor and all reissues, divisions, renewals, extensions, provisionals,\ncontinuations and continuations-in-part thereof; (ii) all proprietary\ninventions (whether patentable or not), proprietary invention disclosures,\nproprietary improvements, proprietary trade secrets, proprietary\ninformation (insofar as such proprietary information relates to\nintellectual property), proprietary know how, proprietary technology,\nproprietary technical data and proprietary customer lists, and all\ndocumentation relating to any of the foregoing; (iii) all copyrights,\ncopyright registrations and applications therefor, and all other rights\ncorresponding thereto throughout the world; (iv) all industrial designs and\nany registrations and applications therefor throughout the world; (v) all\ntrade names, logos, domain names, URLs, common law trademarks and service\nmarks, trademark and service mark registrations and applications therefor\nthroughout the world (except that trade names, common law trademarks and\nservice marks and trademark and service mark registrations and applications\ntherefor shall be limited to those arising in the United States and the\nUnited Kingdom); (vi) all databases and data compilations and collections\nand all rights therein throughout the world; (vii) all software in object\ncode and source code form and related documentation; (viii) all moral and\neconomic rights of authors and inventors, however denominated, throughout\nthe world; (ix) any similar or equivalent rights to any of the foregoing\nanywhere in the world; and (x) all tangible embodiments of any of the\nforegoing.\n\n                  \"Company Intellectual Property\" shall mean any\nIntellectual Property that is owned by, or exclusively licensed to, the\nCompany, WW or any of the Subsidiaries.\n\n                  \"Registered Intellectual Property\" means all United\nStates, international and foreign: (i) patents and patent applications\n(including provisional applications); (ii) registered trademarks,\napplications to register trademarks, intent-to-use applications, or other\nregistrations or applications related to trademarks; (iii) registered\ncopyrights and applications for copyright registration; and (iv) any other\nIntellectual Property that is the subject of an application, certificate,\nfiling, registration or other document issued, filed with, or recorded by\nany state, government or other public legal authority.\n\n                  \"Company Registered Intellectual Property\" means all of\nthe Registered Intellectual Property owned by, or filed in the name of, the\nCompany, WW or any Subsidiary.\n\n         (a) No Company Intellectual Property or product or service of the\nCompany, WW or any Subsidiary is party to any proceeding or outstanding\ndecree, order, judgment, agreement or stipulation restricting in any manner\nthe use, transfer, or licensing thereof by the Company, WW or any\nSubsidiary, or which may affect the validity, use or enforceability of such\nCompany Intellectual Property.\n\n         (b) Schedule 2.11(b) of the Stockholder Disclosure Letter is a\ncomplete and accurate list of all Company Registered Intellectual Property\nand specifies, where applicable, the jurisdictions in which each such item\nof Company Registered Intellectual Property has been issued or registered\nor in which an application for such issuance and registration has been\nfiled, including the respective registration or application numbers. Each\nitem of Company Registered Intellectual Property is valid and subsisting,\nall necessary registration, maintenance and renewal fees currently due in\nconnection with such Registered Intellectual Property have been made and\nall necessary documents, recordations and certificates in connection with\nsuch Registered Intellectual Property have been filed with the relevant\npatent, copyright, trademark or other authorities in the United States or\nforeign jurisdictions, as the case may be, for the purposes of maintaining\nsuch Registered Intellectual Property in the jurisdictions where the\nBusiness is conducted.\n\n         (c) Each of the Company, WW and each of its Subsidiaries owns and\nhas good and exclusive title to, or has license (sufficient for the conduct\nof the Business as conducted) to, each item of Company Intellectual\nProperty or other Intellectual Property used by the Company, WW or any\nSubsidiary, as applicable, in the Business as conducted free and clear of\nany lien or encumbrance; and the Company, WW or one of the Subsidiaries is\nthe exclusive owner of all URLs, domain names, trademarks and trade names\nused in connection with the operation or conduct of the Business as\nconducted, including the sale of any products or the provision of any\nservices by the Company, WW or any of the Subsidiaries.\n\n         (d) Neither Stockholder nor any of its subsidiaries (other than\nthe Company, WW and the Subsidiaries) owns or licenses to the Company, WW\nor the Subsidiaries any Intellectual Property that is used in the Business\nas conducted or otherwise permits the Company to use any Intellectual\nProperty that is licensed by the Stockholder or its subsidiaries (other\nthan the Company, WW and the Subsidiaries).\n\n         (e) The Company, WW and the Subsidiaries own exclusively, and have\ngood title to, all copyrighted works that are the products of the Company,\nWW or any of the Subsidiaries or which the Company, WW or any of the\nSubsidiaries otherwise expressly purports to own. The Company, WW and the\nSubsidiaries own exclusively, and have good title to or a license to use\n(which license is disclosed on Schedule 2.11(i) of the Stockholder\nDisclosure Letter), all source-code and object-code used in or incorporated\nin the products or services of the Company, WW or any of the Subsidiaries.\n\n         (f) The Company, WW and the Subsidiaries own, and have good title\nto and all necessary rights for the use of, all Intellectual Property used\nin the operation of the websites listed on Schedule 2.11(f), and no such\nright will terminate or be adversely affected by virtue of the Mergers and\nthe transactions contemplated hereby.\n\n         (g) To the extent that any Intellectual Property has been\ndeveloped or created by a third party for the Company, WW or any\nSubsidiary, the Company, WW or such Subsidiary, as the case may be, has a\nwritten agreement with such third party (each of which agreements is in\nfull force and effect and is binding and enforceable against the parties\nthereto) with respect thereto and the Company, WW or such Subsidiary, as\nthe case may be, thereby either (i) has obtained ownership of, and is the\nexclusive owner of or (ii) has obtained a license (sufficient for the\nconduct of its business) to all such third party's Intellectual Property in\nsuch work, material or invention by operation of law or by valid\nassignment.\n\n         (h) Neither the Company, WW nor any Subsidiary has transferred\nownership of, or granted any exclusive license with respect to, any\nIntellectual Property that is or was material to the Company Intellectual\nProperty, to any third party (including Stockholder and its subsidiaries\nother than the Company, WW and the Subsidiaries).\n\n         (i) Schedule 2.11(i) lists all material contracts, licenses and\nagreements to which the Company, WW or any Subsidiary is a party (i) with\nrespect to the Company Intellectual Property licensed or transferred to any\nthird party, including without limitation, any agreement pursuant to which\nthe Company, WW or any Subsidiary has granted or may grant in the future to\nany party a source-code license or option or other rights to use or acquire\nsource code; or (ii) pursuant to which a third party or the Stockholder and\nits subsidiaries (other than the Company, WW and the Subsidiaries) has\nlicensed or transferred any material Intellectual Property to the Company,\nWW or any Subsidiary.\n\n         (j) The consummation of the transactions contemplated by this\nAgreement will neither violate nor result in the breach, modification,\ncancellation, termination or suspension of such contracts, licenses and\nagreements or the loss of, or any adverse effect on, any ownership or\nlicense rights of the Company or WW in any Company Intellectual Property.\nThe Company, WW and the Subsidiaries are in compliance with, and have not\nbreached any material term of any of such contracts, licenses and\nagreements and, to the Knowledge of the Stockholder, all other parties to\nsuch contracts, licenses and agreements are in compliance with, and have\nnot breached any term of, such contracts, licenses and agreements.\nFollowing the Effective Time, the Surviving Corporation will be permitted\nto exercise all of the rights of the Company, WW and the Subsidiaries under\nsuch contracts, licenses and agreements to the same extent the Company, WW\nor the Subsidiaries, as the case may be, would have been able to had the\ntransactions contemplated by this Agreement not occurred and without the\npayment of any additional amounts or consideration other than ongoing fees,\nroyalties or payments which the Company, WW or the Subsidiaries would\notherwise be required to pay.\n\n         (k) The operation of the Business as conducted in the\njurisdictions conducted, including the design, development, manufacture,\nmarketing and sale of the products or services of the Company, WW or any\nSubsidiary (including with respect to products and services currently under\ndevelopment) has not, does not and will not infringe or misappropriate the\nIntellectual Property of any third party or the Stockholder or any of its\nsubsidiaries (other than the Company, WW and the Subsidiaries), or\nconstitute unfair competition or trade practices under the laws of any\njurisdiction in which the Business is conducted.\n\n         (l) Neither the Company, WW nor any Subsidiary has received notice\nfrom any third party that the operation of the Business or any act, product\nor service of the Company, WW or any Subsidiary, infringes or\nmisappropriates the Intellectual Property of any third party or constitutes\nunfair competition or trade practices under the laws of any jurisdiction.\n\n         (m) To the Knowledge of the Stockholder, no person has or is\ninfringing or misappropriating, any Company Intellectual Property or\nengaging in any unfair competition or trade practice against the Company,\nWW or any Subsidiary under the laws of any jurisdiction.\n\n         (n) Neither this Agreement nor the transactions contemplated by\nthis Agreement, including the assignment to Parent, Metal Merger Sub or WW\nMerger Sub by operation of law or otherwise of any contracts or agreements\nto which the Company or WW is a party, will result in (i) either Parent,\nMetal Merger Sub or WW Merger Sub granting to any third party any right to\nor with respect to any material Intellectual Property right owned by, or\nlicensed to, either of them, (ii) the Company, WW, Parent, Metal Merger Sub\nor WW Merger Sub being bound by, or subject to, any non-compete or other\nmaterial restriction on the operation or scope of their respective\nbusinesses, or (iii) either Parent, Metal Merger Sub or WW Merger Sub being\nobligated to pay any royalties or other material amounts to any third party\nin excess of those payable by Parent, Metal Merger Sub, WW Merger Sub, WW\nor the Company or any of the Subsidiaries, respectively, prior to the\nClosing.\n\n         (o) Each of the Company and WW has taken all reasonable steps to\nprotect the rights of the Company, WW and the Subsidiaries in the rights of\nthe Company, WW and the Subsidiaries in confidential information and trade\nsecrets that it wishes to protect or any trade secrets or confidential\ninformation of third parties provided to the Company, WW or any Subsidiary,\nand, without limiting the foregoing, the Company has and enforces a policy\nrequiring each employee and contractor to execute a proprietary\ninformation\/confidentiality and invention assignment agreement with the\nCompany, and all current and former employees and contractors of the\nCompany, WW an the Subsidiaries have executed such an agreement with the\nCompany or WW, as applicable, except where the failure to do so is not\nreasonably expected to be material to the Company, WW or any of its\nSubsidiaries.\n\n         (p) No (i) product, technology, service or publication of the\nCompany, WW or any Subsidiary, (ii) material published or distributed by\nthe Company, WW or any Subsidiary, or (iii) conduct or statement of the\nCompany, WW or any Subsidiary constitutes obscene material, a defamatory\nstatement or material, false advertising or otherwise violates any law or\nregulation in the jurisdictions where the Business is conducted.\n\n         (q) The Company licenses all right, title and interest to the\nassets and Intellectual Property related to the development by Stockholder,\nthe Company and\/or WW of real estate transaction management platform\ntechnologies which will provide transaction processing and support services\ndesigned to aid real estate brokers in assisting real estate purchasers and\nsellers in fulfilling the closing conditions of a real estate purchase\ncontract as described by Stockholder to Parent as Project Red Head\n(\"Project Red Head\").\n\n         2.12 Agreements, Contracts and Commitments\n\n         (a) Except as set forth in Schedule 2.12(a) of the Stockholder\nDisclosure Letter, as of the date hereof, neither the Company, WW nor any\nSubsidiary has, is a party to, is bound by, and the Business is not the\nbeneficiary of, or subject to, any of the following (those agreements,\narrangements, contracts or commitments to which the Business is subject,\nbut to which the Company, WW or the Subsidiaries is not, as between the\nStockholder or its subsidiaries (other than the Company, WW and the\nSubsidiaries) and the Company, WW and the Subsidiaries, are clearly marked\nas such on Schedule 2.12(a)):\n\n         (i) any collective bargaining agreements,\n\n         (ii) any agreements or arrangements that contain any severance pay\nor post-employment liabilities or obligations,\n\n         (iii) any bonus, deferred compensation, pension, profit sharing or\nretirement plans, or any other employee benefit plans or arrangements,\n\n         (iv) any employment or consulting agreement, contract or\ncommitment with an employee or individual consultant or salesperson or any\nconsulting or sales agreement, contract or commitment under which any firm\nor other organization provides services to the Company, WW or any\nSubsidiary,\n\n         (v) any agreement or plan, including any stock option plan, stock\nappreciation rights plan or stock purchase plan, any of the benefits of\nwhich will be increased, or the vesting of benefits of which will be\naccelerated, by the occurrence of any of the transactions contemplated by\nthis Agreement or the value of any of the benefits of which will be\ncalculated on the basis of any of the transactions contemplated by this\nAgreement,\n\n         (vi) any agreement or plan to issue, grant, deliver or sell or\nauthorize, or that proposes the issuance, grant, delivery or sale of, or to\npurchase or that proposes the purchase of, any shares, or any rights\nattached to any shares, in the Company, WW or any Subsidiary or any\nsecurities convertible into or exchangeable for shares in the Company, WW\nor any Subsidiary, or subscriptions, rights, warrants or options to\nacquire, or other agreements or commitments of any character obligating it\nto issue any shares in the Company, WW or any Subsidiary or other\nconvertible securities,\n\n         (vii) any fidelity or surety bond or completion bond,\n\n         (viii) any lease of personal property requiring payments over the\nterm of such lease or series of related leases individually in excess of\n$200,000 or any lease of real property,\n\n         (ix) any agreement of indemnification or guaranty,\n\n         (x) any agreement, contract or commitment containing any covenant\nlimiting the freedom of the Company, WW or any Subsidiary to engage in any\nline of business or to compete with any person,\n\n         (xi) any agreement, contract or commitment relating to capital\nexpenditures or involving future payments or a series of related payments\nin excess of $100,000,\n\n         (xii) any agreement, contract or commitment relating to the\ndisposition or acquisition of assets or any interest in any business\nenterprise outside the ordinary course of the Company's or WW's business,\nas applicable,\n\n         (xiii) any mortgages, indentures, loans or credit agreements,\nsecurity agreements or other agreements or instruments relating to the\nborrowing of money or extension of credit, including guaranties referred to\nin clause (ix) hereof,\n\n         (xiv) any purchase order or contract for the purchase of raw\nmaterials involving $50,000 or more,\n\n         (xv) any construction contracts involving future payments or a\nseries of related payments in excess of $50,000,\n\n         (xvi) any sales representative, original equipment manufacturer,\nvalue added, remarketer, reseller or independent software vendor or other\nagreement for use of distribution of the Company's or WW's products,\ntechnologies or services;\n\n         (xvii) any distribution, joint marketing or development agreement\nthat includes any provision granting any person a right of first refusal,\nright of first negotiation or exclusive, \"most favored nation\" or\npreferential placement or other preferential rights,\n\n         (xviii) any agreement pursuant to which the Company, WW or any\nSubsidiary has developed for and\/or delivered to or has received funds from\nany Governmental Entity to develop and\/or deliver any Intellectual\nProperty,\n\n         (xix) any agreement, contract or commitment for the purchase of\nadvertising,\n\n         (xx) any other agreement, contract or commitment that involves\n$100,000 or more or is not cancelable without penalty within thirty (30)\ndays\n\n         (b) Except for such alleged breaches, violations and defaults, and\nevents that would constitute a breach, violation or default with the lapse\nof time, giving of notice, or both, as are all noted in Schedule 2.12(b) of\nthe Stockholder Disclosure Letter, neither the Company, WW nor any\nSubsidiary nor the Stockholder nor any of its subsidiaries has materially\nbreached, violated or defaulted under, or received written notice that it\nhas materially breached, violated or defaulted under, any of the terms or\nconditions of any agreement, contract or commitment required to be set\nforth on Schedule 2.12(a) of the Stockholder Disclosure Letter or Schedule\n2.11(g) of the Stockholder Disclosure Letter (any such agreement, contract\nor commitment, a \"Contract\"). Each Contract is in full force and effect\n(assuming the Contracts have been duly authorized, executed and delivered\nby the respective other parties thereto) and is not subject to any default\nthereunder of which the Stockholder has Knowledge by any party obligated to\nthe Company, WW or any Subsidiary pursuant thereto.\n\n         2.13 Interested Party Transactions. Other than as contemplated by\nthis Agreement, none of the Stockholder or any trust, partnership or\ncorporation in which the Stockholder has an interest or is affiliated, any\nsubsidiary of the Stockholder or any officer or director of the Company, WW\nor any Subsidiary, has directly or indirectly, (i) an economic interest in\nany entity which furnished or sold, or furnishes or sells, services or\nproducts that the Company, WW or any Subsidiary furnishes or sells, or\nproposes to furnish or sell, (ii) an economic interest in any entity that\npurchases from or sells or furnishes to, or licenses to or licenses from,\nthe Company, WW or any Subsidiary, any goods or services or Intellectual\nProperty or (iii) a material pecuniary interest in any contract or\nagreement set forth in Schedule 2.12(a) of the Stockholder Disclosure\nLetter or Schedule 2.11(i) of the Stockholder Disclosure Letter; provided,\nthat ownership of no more than one percent (1%) of the outstanding voting\nstock of a publicly traded corporation shall not be deemed an \"economic\ninterest in any entity\" for purposes of this Section 2.13.\n\n         2.14 Governmental Authorization. Schedule 2.14 of the Stockholder\nDisclosure Letter accurately lists each material consent, license, permit,\ngrant or other authorization issued to the Company or WW relating to the\nBusiness by a Governmental Entity (herein collectively referred to as\n\"Company Authorizations\"), which Company Authorizations are in full force\nand effect and constitute all Company Authorizations required to permit the\nCompany and WW to operate or conduct the Business or hold any interest in\ntheir respective properties or assets.\n\n         2.15 Litigation. Except as set forth in Schedule 2.15 of the\nStockholder Disclosure Letter, there is no action, suit or proceeding of\nany nature pending or to Knowledge of the Stockholder, threatened against\nthe Company, WW or any of its Subsidiaries or Stockholder or any of its\nsubsidiaries, their respective properties or any of their respective\nofficers or directors, in their respective capacities as such. To the\nKnowledge of the Stockholder, there is no investigation pending or\nthreatened against the Company, WW or any Subsidiary or the Stockholder or\nany of its subsidiaries, their respective properties or any of their\nrespective officers or directors by or before any Governmental Entity.\nSchedule 2.15 of the Stockholder Disclosure Letter sets forth, with respect\nto any such pending or threatened action, suit, proceeding or\ninvestigation, the forum, the parties thereto, the subject matter thereof\nand the amount of damages claimed or other remedy requested. No\nGovernmental Entity has at any time challenged or questioned the legal\nright of the Company, WW or any Subsidiary or the Stockholder or any of its\nsubsidiaries to conduct the Business or offer or sell any of its products\nor services.\n\n         2.16 Insurance. Schedule 2.16 of the Stockholder Disclosure Letter\ncontains a true and complete list of all current policies or insurance\nbinders of fire, property, title, business interruption, general liability,\nworkers' compensation and errors or omissions insurance (showing as to each\npolicy or binder as are applicable to the Business, the carrier, policy\nnumber, coverage limits (including without limitation, retentions and\ndeductibles), expiration dates, annual premiums and a general description\nof the type of coverage provided) maintained by the Company or WW on the\nBusiness, property or employees within the last three years. All of such\npolicies are sufficient for compliance with all material contracts or\nleases to which the Company, WW or any Subsidiary is a party and, to the\nKnowledge of the Stockholder, all material requirements of applicable law.\nNeither the Company nor WW has not failed to give any written notice or to\npresent any material claim under any such policy or binder in a due and\ntimely fashion. There are no outstanding unpaid claims under any such\npolicies or binders for which adequate reserves have not been established.\nSuch policies and binders are in full force and effect on the date hereof\nand shall be kept in full force and effect by the Company and WW through\nthe Closing Date. True and complete copies of the documents described above\nhave been delivered or made available to Parent.\n\n         2.17 Minute Books. The minute books of the Company, WW and each of\nthe Subsidiaries made available to counsel for Parent are the only minute\nbooks of the Company, WW and such Subsidiaries and contain a reasonably\naccurate summary of all meetings of directors (or committees thereof) and\nstockholders or actions by written consent since the incorporation of the\nCompany, WW or such Subsidiary, as the case may be.\n\n         2.18 Environmental Matters\n\n         (a) Definitions:\n\n         (i) \"Hazardous Material\" is any material or substance that is\nprohibited or regulated by any Environmental Law or that has been\ndesignated by any Governmental Authority to be radioactive, toxic,\nhazardous or otherwise a danger to health, reproduction or the environment.\n\n         (ii) \"Governmental Authority\" is any local, state, provincial,\nfederal, or international governmental authority or agency which has had or\nnow has jurisdiction over any portion of the subject matter of this\nAgreement, any Business Facility, the Company, WW or any Subsidiary.\n\n         (iii) \"Business Facility\" is any property including the land, the\nimprovements thereon, the groundwater thereunder and the surface water\nthereon, that is or at any time has been owned, operated, occupied,\ncontrolled or leased by the Company, WW or any Subsidiary in connection\nwith the operation of the Business.\n\n         (iv) \"Disposal Site\" is a landfill, disposal site, disposal agent,\nwaste hauler or recycler of Hazardous Materials, or any real property other\nthan a Business Facility receiving Hazardous Materials used or generated by\na Business Facility.\n\n         (v) \"Environmental Laws\" are all applicable laws, directives,\nguidance, rules, regulations, orders, treaties, statutes, and codes\npromulgated by any Governmental Authority which prohibit, regulate or\ncontrol any Hazardous Material or any Hazardous Material Activity,\nincluding, without limitation, the Comprehensive Environmental Response,\nCompensation, and Liability Act of 1980, the Resource Recovery and\nConservation Act of 1976, the Federal Water Pollution Control Act, the\nClean Air Act, the Hazardous Materials Transportation Act, the Clean Water\nAct, all as amended at any time.\n\n         (vi) \"Hazardous Materials Activity\" is the transportation,\ntransfer, disposal, discharge, recycling, storage, use, treatment,\nmanufacture, removal, remediation, release, exposure of others to, sale, or\ndistribution of any Hazardous Material or any product or waste containing a\nHazardous Material, or product manufactured with Ozone depleting\nsubstances.\n\n         (vii) \"Environmental Permit\" is any approval, permit,\nregistration, certification, license, clearance or consent required to be\nobtained from any private person or any Governmental Authority with respect\nto a Hazardous Materials Activity which is or was conducted by the Company,\nWW or any Subsidiary.\n\n         (b) Condition of Property: As of the Closing, except in compliance\nwith Environmental Laws in a manner that could not reasonably be expected\nto subject the Company, WW or any Subsidiary to liability, no Hazardous\nMaterials are present on any Business Facility currently owned, operated,\noccupied, controlled or leased by the Company, WW or any Subsidiary or were\npresent on any other Business Facility at the time it ceased to be owned,\noperated, occupied, controlled or leased by the Company, WW or any\nSubsidiary. Except as set forth in Schedule 2.18(b) of the Stockholder\nDisclosure Schedule, there are no underground storage tanks, asbestos which\nis friable or likely to become friable or PCBs present on any Business\nFacility currently owned, operated, occupied, controlled or leased by the\nCompany, WW or any Subsidiary or as a consequence of the acts of the\nCompany, WW or any Subsidiary or their respective agents.\n\n         (c) Hazardous Materials Activities: Each of the Company, WW and\neach Subsidiary has conducted all Hazardous Material Activities relating to\nits business in compliance in all material respects with all applicable\nEnvironmental Laws. The Hazardous Materials Activities of the Company, WW\nand each Subsidiary prior to the Closing have not resulted in the exposure\nof any person to a Hazardous Material in a manner which has caused or could\nreasonably be expected to cause an adverse health effect to any such\nperson.\n\n         (d) Permits: Schedule 2.18(d) of the Stockholder Disclosure\nSchedule accurately describes all of the Environmental Permits currently\nheld by the Company, WW or any Subsidiary and relating to the Business and\nthe listed Environmental Permits are all of the Environmental Permits\nnecessary for the continued conduct of any Hazardous Material Activity of\nthe Company, WW or any Subsidiary relating to the Business as such\nactivities are currently being conducted. All such Environmental Permits\nare valid and in full force and effect. The Company, WW or the Subsidiary,\nas applicable, has complied in all material respects with all covenants and\nconditions of any Environmental Permit which is or has been in force with\nrespect to its Hazardous Materials Activities. No circumstances exist which\ncould cause any Environmental Permit to be revoked, modified, or rendered\nnon-renewable upon payment of the permit fee. All Environmental Permits and\nall other consent and clearances required by any Environmental Law or any\nagreement to which the Company, WW or any Subsidiary is bound as a\ncondition to the performance and enforcement of this Agreement, have been\nobtained or will be obtained prior to the Closing at no cost to Parent.\n\n         (e) Environmental Litigation: Except as set forth in Schedule\n2.18(e) of the Stockholder Disclosure Schedule, no action, proceeding,\nrevocation proceeding, amendment procedure, writ, injunction or claim is\npending, or to the best of the Stockholder's knowledge, threatened,\nconcerning or relating to any Environmental Permit or any Hazardous\nMaterials Activity of the Company, WW or any Subsidiary relating to the\nBusiness or any Business Facility.\n\n         (f) Offsite Hazardous Material Disposal: Each of the Company, WW\nand each Subsidiary has transferred or released Hazardous Materials only to\nthose Disposal Sites set forth in Schedule 2.18(f) of the Stockholder\nDisclosure Schedule; and no action, proceeding, liability or claim exists\nor is threatened against any Disposal Site or against the Company, WW or\nany Subsidiary with respect to any transfer or release of Hazardous\nMaterials relating to the Business to a Disposal Site which could\nreasonably be expected to subject the Company, WW or any Subsidiary to\nliability.\n\n         (g) Environmental Liabilities: The Stockholder is not aware of any\nfact or circumstance, which could result in any environmental liability\nwhich could reasonably be expected to harm the Business or financial status\nof the Company, WW or any Subsidiary.\n\n         (h) Reports and Records: Each of the Company and WW, as\napplicable, has delivered to Parent or made available for inspection by\nParent and its agents, representatives and employees all records in the\nStockholder's, the Company's and WW's possession concerning the Hazardous\nMaterials Activities of the Company, WW or any Subsidiary relating to the\nBusiness and all environmental audits and environmental assessments of any\nBusiness Facility conducted at the request of, or otherwise in the\npossession of the Stockholder, the Company and WW. Each of the Company, WW\nand each Subsidiary has complied with all environmental disclosure\nobligations imposed by applicable law with respect to this transaction.\n\n         2.19 Brokers' and Finders' Fees; Third Party Expenses. Neither\nthe Company, WW nor any Subsidiary has incurred, nor will any of them\nincur, directly or indirectly, any liability for brokerage or finders' fees\nor agents' commissions or any similar charges or any other transaction\nexpenses in connection with this Agreement, the Commercial Agreements or\nany transaction contemplated hereby and thereby.\n\n         2.20 Employee Matters and Benefit Plans\n\n         (a) Definitions. With the exception of the definition of\n\"Affiliate\" set forth in Section 2.20(a)(i) below (which definition shall\napply only to this Section 2.20), for purposes of this Agreement, the\nfollowing terms shall have the meanings set forth below:\n\n         (i) \"Affiliate\" shall mean any other person or entity under common\ncontrol with the Company or WW within the meaning of Section 414(b), (c),\n(m) or (o) of the Code and the regulations thereunder;\n\n         (ii) \"Company Employee Plan\" shall refer to any plan, program,\npolicy, practice, contract, agreement or other arrangement providing for\ncompensation, severance, termination pay, performance awards, stock or\nstock-related awards, fringe benefits or other employee benefits or\nremuneration of any kind, whether formal or informal, funded or unfunded,\nincluding each \"employee benefit plan\", within the meaning of Section 3(3)\nof ERISA, which is or has been maintained, contributed to, or required to\nbe contributed to, by the Stockholder or the Company or WW or any Affiliate\nfor the benefit of any \"Employee\" (as defined below), and pursuant to which\nthe Stockholder or the Company or WW or any Affiliate has or is reasonably\nexpected to have any material liability contingent or otherwise;\n\n         (iii) \"DOL\" means the Department of Labor;\n\n         (iv) \"Employee\" shall mean any current, former, or retired\nemployee, officer, or director of the Company, WW or any Subsidiary;\n\n         (v) \"Employee Agreement\" shall refer to each management,\nemployment, severance, consulting, relocation, repatriation, expatriation,\nvisas, work permit or similar agreement or contract between the\nStockholder, the Company, WW or any Subsidiary and any Employee or\nconsultant of the Company, WW or any Subsidiary;\n\n         (vi) \"ERISA\" shall mean the Employee Retirement Income Security\nAct of 1974, as amended;\n\n         (vii) \"IRS\" shall mean the Internal Revenue Service;\n\n         (viii) \"Multiemployer Plan\" shall mean any \"Pension Plan\" (as\ndefined below) which is a \"multiemployer plan,\" as defined in Section 3(37)\nof ERISA; and\n\n         (ix) \"Pension Plan\" shall refer to each Company Employee Plan\nwhich is an \"employee pension benefit plan,\" within the meaning of Section\n3(2) of ERISA.\n\n         (b) Schedule. Schedule 2.20(b) of the Stockholder Disclosure\nLetter contains an accurate and complete list of each Company Employee Plan\nand each Employee Agreement. Except as set forth in Schedule 2.20(b) of the\nStockholder Disclosure Letter, none of the Stockholder, the Company, WW nor\nany Subsidiary has any plan or commitment, whether legally binding or not,\nto establish any new Company Employee Plan or Employee Agreement, to modify\nany Company Employee Plan or Employee Agreement (except to the extent\nrequired by law or to conform any such Company Employee Plan or Employee\nAgreement to the requirements of any applicable law, in each case as\npreviously disclosed to Parent in writing, or as required by this\nAgreement), or to enter into any Company Employee Plan or Employee\nAgreement, nor does it have any intention or commitment to do any of the\nforegoing.\n\n         (c) Documents. The Stockholder has made available to Parent (i)\ncorrect and complete copies of all documents embodying or relating to each\nCompany Employee Plan and each Employee Agreement including all amendments\nthereto and written interpretations thereof; (ii) the most recent annual\nactuarial valuations, if any, prepared for each Company Employee Plan;\n(iii) the three (3) most recent annual reports (Series 5500 and all\nschedules thereto), if any, required under ERISA or the Code in connection\nwith each Company Employee Plan or related trust; (iv) if the Employee Plan\nis funded, the most recent annual and periodic accounting of Company\nEmployee Plan assets; (v) the most recent summary plan description together\nwith the most recent summary of material modifications, if any, required\nunder ERISA with respect to each Company Employee Plan; (vi) the most\nrecent IRS determination letters and rulings relating to Company Employee\nPlans and copies of all applications and material correspondence to or from\nthe IRS or DOL with respect to any Company Employee Plan; and (vii) all\ncommunications material to any Employee or Employees relating to any\nCompany Employee Plan and any proposed Company Employee Plans, in each\ncase, relating to any amendments, terminations, establishments, increases\nor decreases in benefits, acceleration of payments or vesting schedules or\nother events which would result in any material liability to the Company.\n\n         (d) Employee Plan Compliance. (i) Each of the Company, WW and each\nSubsidiary has performed all material obligations required to be performed\nby it under each Company Employee Plan, is not in material default or\nviolation of, and the Stockholder has no Knowledge of any material default\nor violation by any party to any Company Employee Plan, and each Company\nEmployee Plan has been established and maintained in all material respects\nin accordance with its terms and in compliance with all applicable laws,\nstatutes, orders, rules and regulations, including but not limited to ERISA\nor the Code; (ii) each Company Employee Plan intended to qualify under\nSection 401(a) of the Code and each trust intended to qualify under Section\n501(a) of the Code has either received a favorable determination, opinion,\nnotification or advisory letter from the IRS with respect to each such\nCompany Employee Plan as to its qualified status under the Code, including\nall amendments to the Code effected by the Tax Reform Act of 1986 and\nsubsequent legislation, or has remaining a period of time under applicable\nTreasury regulations or IRS pronouncements in which to apply for such a\nletter and make any amendments necessary to obtain a favorable\ndetermination as to the qualified status of each such Company Employee\nPlan; (iii) no \"prohibited transaction,\" within the meaning of Section 4975\nof the Code or Section 406 and 407 of ERISA, and not otherwise exempt under\nSection 408 of ERISA, has occurred with respect to any Company Employee\nPlan; (iv) there are no actions, suits or claims pending, or, to the\nKnowledge of the Stockholder, the Company, WW or any Affiliates, threatened\nor anticipated (other than routine claims for benefits) against any Company\nEmployee Plan or against the assets of any Company Employee Plan; (v) each\nCompany Employee Plan can be amended, terminated or otherwise discontinued\nafter the Effective Time in accordance with its terms, without liability to\nthe Company, WW, Parent or any of its Affiliates (other than ordinary\nadministration expenses typically incurred in a termination event); (vi)\nthere are no audits, inquiries or proceedings pending or, to the Knowledge\nof the Stockholder, the Company, WW or any Affiliates, threatened by the\nIRS or DOL with respect to any Company Employee Plan; and (vii) none of the\nCompany, WW, the Stockholder nor any Affiliate is subject to any penalty or\ntax with respect to any Company Employee Plan under Section 502(i) of ERISA\nor Section 4975 through 4980 of the Code.\n\n         (e) Pension Plans. Neither the Company, WW nor any Subsidiary has,\nnor has the Stockholder on behalf of the Company, WW or any Subsidiary,\never maintained, established, sponsored, participated in, or contributed\nto, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of\nERISA, Title IV of ERISA or Section 412 of the Code.\n\n         (f) Multiemployer Plans. At no time has the Stockholder (on behalf\nof the Company, WW or any Subsidiary), the Company, WW or any Subsidiary\ncontributed to or been requested to contribute to any Multiemployer Plan.\n\n         (g) No Post-Employment Obligations. No Company Employee Plan\nprovides, or has any liability to provide, life insurance, medical or other\nemployee benefits to any Employee upon his or her retirement or termination\nof employment for any reason, except as may be required by statute.\n\n         (h) COBRA. The Company and each Affiliate has, prior to the\nEffective Time, complied in all material respects with the health care\ncontinuation requirements of the Consolidated Omnibus Budget Reconciliation\nAct of 1985, as amended.\n\n         (i) Effect of Transaction.\n\n         (i) Except as set forth on Schedule 2.20(i) of the Stockholder\nDisclosure Letter, the execution of this Agreement and the consummation of\nthe transactions contemplated hereby will not (either alone or upon the\noccurrence of any additional or subsequent events) constitute an event\nunder any Company Employee Plan, Employee Agreement, trust or loan that\nwill or may result in any payment (whether of severance pay or otherwise),\nacceleration, forgiveness of indebtedness, vesting, distribution, increase\nin benefits or obligation to fund benefits with respect to any Employee.\n\n         (ii) No payment or benefit which will or may be made by the\nCompany, WW or any Subsidiary with respect to any Employee will be\ncharacterized as an \"excess parachute payment\", within the meaning of\nSection 280G(b)(1) of the Code.\n\n         (j) Employment Matters. Each of the Company, WW and each\nSubsidiary: (i) is in material compliance with all applicable federal,\nstate and local laws, rules and regulations respecting employment,\nemployment practices, terms and conditions of employment and wages and\nhours, in each case, with respect to Employees; (ii) has withheld and\nreported all amounts required by law or by agreement to be withheld and\nreported with respect to the wages, salaries and other payments to\nEmployees by virtue of their employment; (iii) is not liable for any\narrears of wages or any taxes or any penalty for failure to comply with any\nof the foregoing; and (iv) is not liable for any payment to any trust or\nother fund or to any governmental or administrative authority, with respect\nto unemployment compensation benefits, social security or other benefits or\nobligations for Employees (other than routine payments to be made in the\nnormal course of business and consistent with past practice). There are no\npending, or to the Knowledge of the Stockholder, threatened claims or\nactions against the Company, WW or any Subsidiary under any worker's\ncompensation policy or long-term disability policy.\n\n         (k) Labor. No work stoppage or labor strike against the Company or\nany Subsidiary is pending or, to the Knowledge of the Stockholder or any\nAffiliate, threatened. None of the Stockholder, the Company, WW nor any\nSubsidiary is involved in or, to the Knowledge of the Stockholder,\nthreatened with, any labor dispute, grievance, or litigation relating to\nlabor, safety or discrimination matters involving any Employee, including\ncharges of unfair labor practices or discrimination complaints, which, if\nadversely determined, would, individually or in the aggregate, result in\nliability to the Company or WW. None of the Stockholder, Company, WW nor\nany Subsidiary has engaged in any unfair labor practices within the meaning\nof the National Labor Relations Act which would, individually or in the\naggregate, directly or indirectly result in a liability to the Company, WW\nor any Subsidiary. Neither the Stockholder, the Company nor WW is\npresently, nor has it been in the past, a party to, or bound by, any\ncollective bargaining agreement or union contract with respect to Employees\nand no collective bargaining agreement is being negotiated by the\nStockholder (with respect to the Company, WW or any Subsidiary), the\nCompany, WW or any Subsidiary.\n\n         (l) No Interference or Conflict. No director, stockholder,\nmanager, officer, employee or consultant of the Company, WW or any of their\nrespective Subsidiaries is obligated under any Contract or subject to any\njudgment, decree or order of any court or administrative agency, that would\ninterfere with such person's efforts to promote the interests of the\nCompany, WW or any of the Subsidiaries. To the Knowledge of the\nStockholder, neither the execution nor delivery of this Agreement, nor the\ncarrying on of the Business, as presently conducted, nor any activity of\nsuch officers, directors, employees or consultants in connection with the\ncarrying on of the Business as presently conducted, will conflict with or\nresult in a breach of the terms, conditions or provisions of, or constitute\na default under, any Contract under which any of such officers, directors,\nemployees or consultants is now obligated.\n\n         2.21 Compliance with Laws. Each of Company, WW and each\nSubsidiary has complied in all material respects with, is not in violation\nof, and has not received any written notices of violation with respect to,\nany foreign, federal, state or local statute, law or regulation.\n\n         2.22 Investment Representations\n\n         (a) Stockholder is aware of Parent's business affairs and\nfinancial condition and has acquired sufficient information about Parent to\nreach an informed and knowledgeable decision to acquire the shares of\nParent Common Stock constituting the Merger Consideration. Stockholder is\nreceiving the shares of Parent Common Stock constituting the Merger\nConsideration for investment for its own account only and not with a view\nto, or for resale in connection with, any \"distribution\" thereof within the\nmeaning of the Securities Act of 1933, as amended (the \"Securities Act\").\n\n         (b) Stockholder understands that the shares of Parent Common Stock\nconstituting the Merger Consideration have not been registered under the\nSecurities Act by reason of a specific exemption therefrom, which exemption\ndepends upon, among other things, the bona fide nature of its investment\nintent and other representations as expressed herein.\n\n         (c) Stockholder further acknowledges and understands that the\nshares of Parent Common Stock constituting the Merger Consideration must be\nheld indefinitely unless they are subsequently registered under the\nSecurities Act or an exemption from such registration is available.\nStockholder understands that the certificate evidencing the shares of\nParent Common Stock constituting the Merger Consideration will be imprinted\nwith a legend which prohibits the transfer of the securities unless they\nare registered or Parent receives an opinion of counsel, reasonably\nacceptable to it, to the effect that such registration is not required.\n\n         (d) Stockholder, by reason of Stockholder's business or financial\nexperience has the capacity to protect its own interests in connection with\nthe receipt of the shares of Parent Common Stock constituting the Merger\nConsideration.\n\n         (e) Stockholder is aware of the adoption of Rule 144 by the\nSecurities and Exchange Commission (the \"SEC\"), promulgated under the\nSecurities Act, which permits limited public resale of securities acquired\nin a non-public offering subject to the satisfaction of certain conditions\nset forth therein, including, among other things, a one-year holding\nperiod, the availability of certain public information about the issuer,\nthe requirement that the sale be effected through a \"broker's transaction\"\nor in transactions directly with a \"market maker\" (as defined in Rule 144)\nand the number of shares being sold in any three-month period not exceeding\nspecific limitations.\n\n         (f) Stockholder further acknowledges that in the event all of the\nrequirements of Rule 144 are not met, some other registration exemption\nwill be required; and that although Rule 144 is not exclusive, the staff of\nthe SEC has expressed its opinion that persons proposing to sell private\nplacement securities other than in a registered offering and other than\npursuant to Rule 144 will have a substantial burden of proof in\nestablishing that an exemption from registration is available for such\noffers or sales and that such persons and the brokers who participate in\nthe transactions do so at their own risk.\n\n         (g) Stockholder is an \"accredited investor\" as defined in Rule 501\nof the Rules and Regulations promulgated under the Securities Act.\n\n         2.23 Bank Accounts. Schedule 2.23 of the Stockholder Disclosure\nLetter contains a true and complete listing of all bank accounts or other\ndepositary accounts maintained by the Company or WW and the authorized\nsignatories thereto.\n\n         2.24 No Other Agreements. Except as contemplated hereby, each of\nthe Company and WW has no legal obligation, absolute or contingent, to any\nother person or entity to sell any material portion of the assets of the\nCompany or WW, as applicable, to sell Company Capital Stock or WW Capital\nStock, as applicable, to effect any merger, consolidation or reorganization\nof the Company or WW, or to enter into any agreement with respect thereto.\n\n         2.25 Liberty Digital Stock. As of the date hereof, the Company\nowns an aggregate of 697,041 shares of common stock of Liberty Digital,\nInc. (\"Liberty Digital Stock\"), and since August 14, 2000, the Company has\ndisposed of only 116,174 shares of Liberty Digital Stock for aggregate\nproceeds of $2,700,000 (the \"Liberty Digital Proceeds\").\n\n         2.26 Representations Complete. None of the representations or\nwarranties made by the Stockholder (as modified by the Stockholder\nDisclosure Letter) contains any untrue statement of a material fact or\nomits to state any material fact necessary in order to make the statements\ncontained herein, in the light of the circumstances under which made, not\nmisleading.\n\n\n                                ARTICLE III\n\n              REPRESENTATIONS AND WARRANTIES OF PARENT, METAL\n                        MERGER SUB AND WW MERGER SUB\n\n         As of the date hereof, Parent, Metal Merger Sub and WW Merger Sub\nrepresent and warrant to the Stockholder, subject to such exceptions as are\nspecifically disclosed in the disclosure letter supplied by the Parent to\nthe Stockholder (the \"Parent Disclosure Letter\") and dated as of the date\nhereof, as follows:\n\n         3.1 Organization, Standing and Power. Parent is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware. Each of Metal Merger Sub and WW Merger Sub is a\ncorporation duly organized, validly existing and in good standing under the\nlaws of the State of Delaware and the State of New York, respectively. Each\nof Parent, Metal Merger Sub and WW Merger Sub has the corporate power to\nown its respective properties and to carry on its respective business as\nnow being conducted. Each of Parent, Metal Merger Sub and WW Merger Sub is\nduly qualified to do business and is in good standing in each jurisdiction\nin which the failure to be so qualified (either individually or\ncollectively) would have a Material Adverse Effect on Parent. Each of the\nsubsidiaries required to be listed in the periodic reports of Parent\npursuant Item 601(b) of Regulation S-K of the Rules and Regulations\npromulgated under the Securities Act (the \"Parent Subsidiaries\") is duly\norganized, validly existing and in good standing under the laws of the\njurisdiction of its formation and has the corporate or other applicable\npower to owns its property and carry on its business as now being\nconducted. Each of the Parent Subsidiaries is duly qualified to do business\nand is in good standing in each jurisdiction outside of the jurisdiction of\nformation in which the failure to be so qualified (either individually or\ncollectively) would have a Material Adverse Effect on Parent.\n\n         3.2 Authority. Parent, Metal Merger Sub and WW Merger Sub have all\nrequisite corporate power and authority to enter into this Agreement and\nthe Ancillary Agreements to which it is a party and to consummate the\ntransactions contemplated hereby and thereby. The execution and delivery of\nthis Agreement and the Ancillary Agreements and the consummation of the\ntransactions contemplated hereby and thereby have been duly authorized by\nall necessary corporate action on the part of each of Parent, Metal Merger\nSub and WW Merger Sub, subject only to the approval of the stockholders of\nParent of the issuance of the Parent Common Stock in connection with the\nMergers pursuant to the rules of the Nasdaq Stock Market. The respective\nBoards of Directors of Parent, Metal Merger Sub and WW Merger Sub have\napproved the Mergers, this Agreement and the Ancillary Agreements to which\nParent, Metal Merger Sub or WW Merger Sub, as applicable, is a party. This\nAgreement and the Ancillary Agreements to which it is a party have been\nduly executed and delivered by each of Parent, Metal Merger Sub and WW\nMerger Sub and, assuming the due execution and deliver by the Company, WW,\nCMS and the Stockholder, constitute the valid and binding obligations of\nParent, Metal Merger Sub and WW Merger Sub, enforceable in accordance with\ntheir respective terms. The execution and delivery of this Agreement and\nthe Ancillary Agreements to which it is a party by Parent, Metal Merger Sub\nand WW Merger Sub does not, and as of the Effective Time, will not result\nin any Conflict with (i) any provision of the Certificate of Incorporation\nor Bylaws of Parent, Metal Merger Sub or WW Merger Sub; or (ii) any\nmaterial mortgage, indenture, lease, contract or other agreement or\ninstrument, permit, concession, franchise, license, judgment, order,\ndecree, statute law, ordinance, rule or regulation applicable to Parent,\nMetal Merger Sub or WW Merger Sub, as applicable, or their respective\nproperties or assets. No consent, waiver, approval, order or authorization\nof, or registration, declaration or filing with, any Governmental Entity or\nany third party (so as not to trigger any Conflict) is required by or with\nrespect to the Parent, Metal Merger Sub or WW Merger Sub in connection with\nthe execution and delivery of this Agreement or the consummation of the\ntransactions contemplated hereby, except for (i) the filing of the\nCertificates of Merger with the Secretaries of State for the State of\nDelaware and the State of New York, respectively, (ii) such consents,\nwaivers, approvals, orders, authorizations, registrations, declarations and\nfilings as may be required under applicable federal and state securities\nlaws; (iii) such consents, waivers, approvals, orders, authorizations,\nregistrations, declarations and filings as may be required under the HSR\nAct; (iv) approval of the stockholders of Parent of the issuance of the\nshares of Parent Common Stock in connection with the Mergers pursuant to\nthe rules of the Nasdaq Stock Market; and (v) such other consents, waivers,\nauthorizations, filings, approvals and registrations as would not have a\nMaterial Adverse Effect on Parent. Parent has approved the Mergers in its\ncapacity as stockholder of Metal Merger Sub and WW Merger Sub.\n\n         3.3 Capital Structure\n\n        The authorized stock of Parent consists of 500,000,000 shares of\nCommon Stock, $0.001 par value per share, of which 83,245,513 shares were\nissued and outstanding as of October 23, 2000, and 5,000,000 shares of\nPreferred Stock, $0.001 par value per share, one share of which was issued\nor outstanding. As of October 23, 2000, there were unvested options to\npurchase 11,826,574 shares of Parent Common Stock. The authorized capital\nstock of Metal Merger Sub consists of 1,000 shares of Common Stock, 1,000\nshares of which, as of the date hereof, are issued and outstanding and are\nheld by Parent. The authorized capital stock of WW Merger Sub consists of\n1,000 shares of Common Stock, 1,000 shares of which, as of the date hereof,\nare issued and outstanding and are held by Parent. All outstanding shares\nof Parent Common Stock are duly authorized, validly issued, fully paid and\nnon-assessable and not subject to preemptive rights created by statute, the\nCertificate of Incorporation or Bylaws of the Parent or any agreement to\nwhich Parent or any Parent Subsidiary is a party or by which it is bound,\nand have been issued in compliance with federal and state securities laws.\nThere are no declared or accrued but unpaid dividends with respect to any\nshares of Parent Common Stock. There are no outstanding or authorized stock\nappreciation, phantom stock, profit participation, or other similar rights\nwith respect to Parent. Except as contemplated hereby, there are no voting\ntrusts, proxies, or other agreements or understandings with respect to the\nvoting stock of Parent.\n\n         3.4 SEC Documents; Parent Financial Statements. Parent has\nfurnished or made available to the Company true and complete copies of all\nreports or registration statements filed by it with the Securities and\nExchange Commission (the \"SEC\") since August 7, 1999, all in the form so\nfiled (all of the foregoing being collectively referred to as the \"SEC\nDocuments\"). As of their respective filing dates, the SEC Documents\ncomplied in all material respects with the requirements of the Securities\nAct or the Securities Exchange Act of 1934 (the \"Exchange Act\") as the case\nmay be, and none of the SEC Documents contained any untrue statement of a\nmaterial fact or omitted to state a material fact required to be stated\ntherein or necessary to make the statements made therein, in light of the\ncircumstances in which they were made, not misleading, except to the extent\ncorrected by a document subsequently filed with the SEC. The financial\nstatements of Parent, including the notes thereto, included in the SEC\nDocuments (the \"Parent Financial Statements\") comply as to form in all\nmaterial respects with applicable accounting requirements and with the\npublished rules and regulations of the SEC with respect thereto, have been\nprepared in accordance with GAAP consistently applied (except as may be\nindicated in the notes thereto or, in the case of unaudited statements, as\npermitted by Form 10-Q of the SEC) and present fairly the consolidated\nfinancial position of Parent at the dates thereof and the consolidated\nresults of its operations and cash flows for the periods then ended\n(subject, in the case of unaudited statements, to normal audit\nadjustments). There has been no change in Parent accounting policies except\nas described in the notes to the Parent Financial Statements; provided,\nhowever, Parent may have restated or may restate one or more of the Parent\nFinancial Statements to reflect acquisitions entered into subsequent to the\nrespective dates thereof. The SEC Documents contained an audited\nconsolidated balance sheet of Parent as of December 31, 1999 (the \"Parent\nBalance Sheet\") and the related audited consolidated statements of income\nand cash flow for the year then ended (collectively, the \"Parent\nFinancials\").\n\n         3.5 No Undisclosed Liabilities. Parent does not have any\nLiabilities, except for those that, (i) have been reflected in the Parent\nBalance Sheet, or (ii) have arisen in the ordinary course of the Parent's\nbusiness since the date of the Parent Balance Sheet, or (iii) do not have a\nMaterial Adverse Effect on Parent.\n\n         3.6 No Material Adverse Effect. Since the date of the Parent\nBalance Sheet and through the date hereof, there has not occurred any event\nor condition of any character that has had a Material Adverse Effect on\nParent.\n\n         3.7 Tax and Other Returns and Reports\n\n         (a) Tax Returns and Audits.\n\n         (i) Except as set forth on Schedule 3.7(a)(i) of the Parent\nDisclosure Letter, Parent has prepared and filed all material (as to\nParent) required federal, state, local and foreign Returns, relating to any\nand all Taxes concerning or attributable to Parent or its operations and\nsuch Returns shall be true and correct in all material respects and have\nbeen completed in all material respects in accordance with applicable law.\nNotwithstanding the foregoing, no representation or warranty is hereby made\nregarding the amount or availability of the net operating losses of Parent.\n\n         (ii) Parent, (A) has paid or accrued all material (as to Parent)\nTaxes that Parent is required to pay or accrue and (B) has reported and\nwithheld with respect to employees of the Parent all material federal and\nstate income taxes, FICA, FUTA, and other Taxes required to be reported and\nwithheld.\n\n         (iii) Parent has not been delinquent in the payment of any\nmaterial Tax nor is there any material Tax deficiency outstanding, proposed\nor assessed against the Parent, nor has Parent executed any waiver of any\nstatute of limitations on or extending the period for the assessment or\ncollection of any Tax.\n\n         (iv) No audit or other examination of any Return of Parent is\ncurrently in progress, nor has Parent been notified of any request for such\nan audit or other examination.\n\n         (v) There are no Liens on the assets of Parent relating to or\nattributable to Taxes.\n\n         (vi) Parent is not a party to a tax sharing or allocation\nagreement nor does Parent owe any amount under any such agreement.\n\n         (b) No material adjustment relating to any Return filed by Parent\nhas been proposed formally, or, to Parent's Knowledge, informally by any\ntax authority to Parent or any representative thereof.\n\n         3.8 Agreements, Contracts, Commitments. Parent and each Parent\nSubsidiary is in compliance in all material respects with and has not, in\nany material respects, breached, violated or defaulted under or received\nnotice that it has breached, violated or defaulted under, any of the terms\nor conditions of any agreement, contract or commitment that is included in\nany Securities Act or Exchange Act filing a \"Material Contract\" pursuant to\nItem 601(b)(10) of Regulation S-K of the Rules and Regulations promulgated\nunder the Securities Act. Except as set forth on Schedule 3.8 of the Parent\nDisclosure Letter, Parent has no agreement regarding the repurchase from\nany person of a number of shares of Parent Common Stock in excess of\n200,000 shares.\n\n         3.9 Interested Party Transactions. To Parent's Knowledge, no\nexecutive officer or director of Parent is a party to any transaction\nrequired to be disclosed under Item 404 of Regulation S-K of the Rules and\nRegulations promulgated under the Securities Act in the SEC Documents that\nhas not been disclosed in the SEC Documents.\n\n         3.10 Environmental Matters\n\n         (a) Hazardous Material. Neither Parent nor any Parent Subsidiary\nhas operated any underground storage tanks, and neither Parent has no\nKnowledge of the existence, at any time, of any underground storage tank\n(or related piping or pumps), at any property that Parent or any Parent\nSubsidiary has at any time owned, operated, occupied or leased. Neither\nParent nor any Parent Subsidiary has released any amount of any Hazardous\nMaterials. No Hazardous Materials are present as a result of the actions or\nomissions of Parent, or, to the Knowledge of Parent, as a result of any\nactions of any third party or otherwise, in, on or under any property,\nincluding the land and the improvements, ground water and surface water\nthereof, that Parent or any Parent Subsidiary has at any time owned,\noperated, occupied or leased.\n\n         (b) Hazardous Materials Activities. Neither Parent nor any Parent\nSubsidiary has engaged in Hazardous Materials Activities in violation of\nany rule, regulation, treaty or statute promulgated by any Governmental\nEntity in effect prior to or as of the date hereof to prohibit, regulate or\ncontrol Hazardous Materials or any Hazardous Material Activity.\n\n         (c) Permits. Parent and each Parent Subsidiary currently hold all\nEnvironmental Permits necessary for the conduct of the Hazardous Material\nActivities of Parent or any Parent Subsidiary and other businesses of\nParent or any Parent Subsidiary as such activities and businesses are\ncurrently being conducted.\n\n         (d) Environmental Liabilities. No action, proceeding, revocation\nproceeding, amendment procedure, writ, injunction or claim is pending, or\nto the Knowledge of Parent, threatened concerning any Environmental Permit,\nHazardous Material or any Hazardous Materials Activity of Parent or any\nParent Subsidiary. Parent is not aware of any fact or circumstance which\ncould involve Parent or any Parent Subsidiary in any environmental\nlitigation or impose upon Parent or any Parent Subsidiary any environmental\nliability.\n\n         3.11 Brokers' and Finders' Fees; Third Party Expenses. Except for\nfees payable to Morgan Stanley &amp; Co. Incorporated, neither Parent nor any\nParent Subsidiary has incurred, nor will it incur, directly or indirectly,\nany liability for brokerage or finders' fees or agents' commissions or any\nsimilar charges in connection with this Agreement, the Commercial\nAgreements or any transaction contemplated hereby or thereby.\n\n         3.12 Representations Complete. None of the representations or\nwarranties made by Parent, Metal Merger Sub or WW Merger Sub (as modified\nby the Parent Disclosure Letter) contains any untrue statement of a\nmaterial fact, or omits to state any material fact necessary in order to\nmake the statements contained herein, in the light of the circumstances\nunder which they were made, not misleading.\n\n\n                                 ARTICLE IV\n\n                    CONDUCT PRIOR TO THE EFFECTIVE TIME\n\n         4.1 Conduct of Business of the Company. During the period from the\ndate of this Agreement and continuing until the earlier of the termination\nof this Agreement or the Effective Time, except for those matters set forth\nin Schedule 4.1 of the Stockholder Disclosure Letter, each of the Company\nand WW agrees and the Stockholder agrees to cause the Company and WW\n(except to the extent that Parent shall otherwise consent in writing) to\ncarry on the Business in the usual, regular and ordinary course in\nsubstantially the same manner as heretofore conducted, to pay the debts and\nTaxes of the Company, WW and the Subsidiaries when due, to pay or perform\nother obligations when due, and, to the extent consistent with the\nBusiness, to use all reasonable efforts consistent with past practice and\npolicies to preserve intact its present business organization, keep\navailable the services of its present officers and key employees and\npreserve their relationships with customers, suppliers, distributors,\nlicensors, licensees, and others having business dealings with it, all with\nthe goal of preserving unimpaired its goodwill and ongoing businesses as of\nthe Effective Time. Except as expressly contemplated by this Agreement,\nneither the Company, WW nor any Subsidiary will, nor will the Stockholder\npermit the Company, WW or any of the Subsidiaries to, without the prior\nwritten consent of Parent:\n\n         (a) Enter into any commitment, activity or transaction that would\nhave been an exception to the representations or warranties set forth in\nSection 2.7, had such commitment, activity or transaction occurred on or\nafter March 31, 2000, June 30, 2000 or August 31, 2000, as the case may be,\nand prior to the date of this Agreement;\n\n         (b) Transfer or license to the Stockholder or any of its\nsubsidiaries (other than the Company, WW or any of the Subsidiaries) any\nrights to any Company Intellectual Property or any other asset (other than\ncash (except for the Liberty Digital Proceeds) and assets as of the date\nhereof of National Home Connection, MetroRent or Getko Canada) or enter\ninto any agreement with respect to Company Intellectual Property or any\nother asset (other than assets relating to National Home Connection) with\nStockholder or its subsidiaries (other than the Company, WW and the\nSubsidiaries);\n\n         (c) Transfer to the Stockholder or any of its subsidiaries (other\nthan the Company, WW or any of the Subsidiaries) any employee engaged in\nthe Business;\n\n         (d) Hire or terminate any employees other than for cause or\nencourage any employees to resign from the Company, WW or any Subsidiary;\n\n         (e) Enter into or amend any agreement pursuant to which any party\nis granted marketing, distribution, development or similar rights of any\ntype or scope which includes any provision granting any person a right of\nfirst refusal, right of first negotiation or exclusive, \"most favored\nnation\" or preferential placement or other preferential rights, except for\nagreements regarding sponsorship or the sale of advertising to third\nparties for placement on the Company's website with no payment or other\nobligations on the part of the Company or any Subsidiary outside the\nordinary course of business and that are terminable within sixty (60) days\nwithout penalty;\n\n         (f) Adversely amend or otherwise modify (or agree to do so),\nexcept in the ordinary course of business, or violate the material terms\nof, any agreement set forth or described in the Stockholder Disclosure\nLetter;\n\n         (g) Commence or settle any litigation involving claims or payments\nin excess of $100,000 or which seeks equitable relief; provided, however,\nthat this restriction shall not apply to the commencement of (i) any\nlitigation regarding accounts receivable in the ordinary course of business\nor other litigation relating to the ordinary course enforcement of\ncontractual rights generally or (ii) any litigation regarding a breach of\nthis Agreement;\n\n         (h) Declare, set aside or pay any dividends on or make any other\ndistributions (whether in cash, stock or property) in respect of any of its\ncapital stock, or split, combine or reclassify any of its capital stock or\nissue or authorize the issuance of any other securities in respect of, in\nlieu of or in substitution for shares of capital stock of the Company, WW\nor any Subsidiary, or repurchase, redeem or otherwise acquire, directly or\nindirectly, any shares of its capital stock (or options, warrants or other\nrights exercisable therefor);\n\n         (i) Issue, sell, grant, contract to issue, grant or sell, or\nauthorize the issuance, delivery, sale or purchase of any shares of Company\nCapital Stock or securities convertible into, or exercisable or\nexchangeable for, shares of Company Capital Stock, or any securities,\nwarrants, options or rights to purchase any of the foregoing;\n\n         (j) Cause or permit any amendments to its Certificate of\nIncorporation or Bylaws;\n\n         (k) Acquire or agree to acquire by merging or consolidating with,\nor by purchasing any assets or equity securities of, or by any other\nmanner, any business or any corporation, partnership, association or other\nbusiness organization or division thereof, or otherwise acquire or agree to\nacquire or divest any assets which are material, individually or in the\naggregate, to the Business;\n\n         (l) Sell, lease, license or otherwise dispose of any of the assets\nor properties of Company, WW or any Subsidiary except in the ordinary\ncourse of business consistent with past practices or create any security\ninterest in such assets or properties;\n\n         (m) Grant any loan to any person or entity, incur any indebtedness\nor guarantee any indebtedness, issue or sell any debt securities, guarantee\nany debt securities of others, purchase any debt securities of others or\namend the terms of any outstanding agreements related to borrowed money,\nexcept for advances to employees for travel and business expenses in the\nordinary course of business consistent with past practices;\n\n         (n) Grant any severance or termination pay (i) to any director or\nofficer or (ii) to any employee or consultant, except payments made\npursuant to standard written agreements outstanding as of the date hereof\nand disclosed on Schedule 4.1(n) of the Stockholder Disclosure Letter, or\nincrease in the salary or other compensation payable or to become payable\nby Company or any of their respective Subsidiaries to any of their\nofficers, directors, employees or advisors other than increases made in the\nordinary course of business consistent with past practices and in no event\nin excess of ten percent (10%) of such individual's base salary, or\ndeclare, pay or make any commitment or obligation of any kind for the\npayment by the Company, WW or any of their respective Subsidiaries of a\nbonus or other additional salary or compensation to any such person other\nthan bonuses or additional salary or compensation paid in the ordinary\ncourse of business consistent with past practices, or adopt or amend any\nemployee benefit plan or enter into any employment contract;\n\n         (o) Revalue any of its assets, including writing down the value of\ninventory or writing off notes or accounts receivable other than in the\nordinary course of business and consistent with past practice;\n\n         (p) Other than the acceleration of not more than twenty-five\npercent (25%) of the shares underlying Company Options (or acceleration of\nsuch greater amount as disclosed in the Employment Agreements set forth on\nSchedule 4.1(p)) outstanding as of the date hereof in connection with the\ntransactions contemplated by this Agreement, take any action to accelerate\nthe vesting schedule of any of the outstanding Company Options, Company\nCapital Stock or WW Capital Stock;\n\n         (q) Pay, discharge or satisfy, in an amount in excess of $100,000\n(in any one case) or $250,000 (in the aggregate) any claim, liability or\nobligation (absolute, accrued, asserted or unasserted, contingent or\notherwise), other than the payment, discharge or satisfaction in the\nordinary course of business of liabilities;\n\n         (r) Make or change any election in respect of Taxes, adopt or\nchange any accounting method in respect of Taxes, enter into any closing\nagreement or settle any claim or assessment in respect of Taxes;\n\n         (s) Enter into any agreement of the type described in Section 2.12\nhereof except, with respect to 2.12(a)(xvii), for agreements regarding\nsponsorship or the sale of advertising to third parties for placement on\nthe Company's website with no payment or other obligations on the part of\nthe Company or any Subsidiary outside the ordinary course of business and\nthat are terminable within sixty (60) days without penalty and, with\nrespect to 2.12(a)(xix), for agreements that are cancelable without penalty\nwithin thirty (30) days and for which, if such agreement is in effect after\nthe Closing, (i) Stockholder shall be the sole obligor under such agreement\nafter the Closing and (ii) Parent has no liability after the Closing under\nthe agreement, by operation of law or otherwise;\n\n         (t) Fail to pay or otherwise satisfy its monetary obligations as\nthey become due, except such as are being contested in good faith;\n\n         (u) Cancel, materially amend or renew any insurance policy other\nthan in the ordinary course of business;\n\n         (v) Except as contemplated by this Agreement, alter, or enter into\nany commitment to alter, its interest in any corporation, association,\njoint venture, partnership or business entity in which the Company, WW or\nany Subsidiary directly or indirectly holds any interest on the date\nhereof; or\n\n         (w) Take, or agree in writing or otherwise to take, any of the\nactions described in Sections 4.1(a) through (v) above, or any other action\nthat would prevent the Company, WW or the Subsidiaries from performing or\ncause the Company, WW or the Subsidiaries not to perform its covenants\nhereunder.\n\n         Notwithstanding the foregoing, Stockholder will cause the transfer\nprior to the Closing, and shall be permitted without receiving the prior\nwritten consent of Parent to transfer, out of the Company the business of\nNational Home Connections, LLC, Getko Canada and MetroRent and the\nemployees set forth on Schedule 4.1(x), such that neither the Company, WW\nnor any Subsidiary has any Liabilities with respect to such business or\nemployees following the Closing.\n\n         4.2 No Solicitation. Until the earlier of the Effective Time or\nthe date of termination of this Agreement pursuant to the provisions of\nSection 8.1 hereof, the Stockholder will not permit (nor will it permit any\nof the respective officers, directors, employees, stockholders, agents,\nrepresentatives or affiliates of) the Company, WW or any of the\nSubsidiaries to directly or indirectly, take any of the following actions\nwith any party other than Parent and its designees: (a) solicit, initiate,\nentertain, or encourage any proposals or offers from, or conduct\ndiscussions with or engage in negotiations with, any person relating to any\npossible acquisition of the Company or WW, any of its subsidiaries or the\nBusiness (whether by way of merger, purchase of capital stock, purchase of\nassets or otherwise), any material portion of its capital stock or assets\nor any equity interest in the Company, WW, any of the Subsidiaries or the\nBusiness, (b) provide information with respect to it to any person, other\nthan Parent, relating to, or otherwise cooperate with, facilitate or\nencourage any effort or attempt by any such person with regard to, any\npossible acquisition of the Company, WW, any of the Subsidiaries or the\nBusiness (whether by way of merger, purchase of capital stock, purchase of\nassets or otherwise), any material portion of its capital stock or assets\nor any equity interest in the Company, WW, any of the Subsidiaries or the\nBusiness, (c) enter into an agreement with any person, other than Parent,\nproviding for the acquisition of the Company, WW, any of the Subsidiaries\nor the Business (whether by way of merger, purchase of capital stock,\npurchase of assets or otherwise), any material portion of its capital stock\nor assets or any equity interest in the Company, WW, any of the\nSubsidiaries or the Business, or (d) make or authorize any statement,\nrecommendation or solicitation in support of any possible acquisition of\nthe Company, WW, any of the Subsidiaries or the Business (whether by way of\nmerger, purchase of capital stock, purchase of assets or otherwise), any\nmaterial portion of its capital stock or assets or any equity interest in\nthe Company, WW, any of the Subsidiaries or the Business by any person,\nother than by Parent. The Stockholder shall immediately cease and cause to\nbe terminated any such contacts or negotiations with third parties relating\nto any such transaction or proposed transaction. In addition to the\nforegoing, if the Company, WW or the Stockholder receives prior to the\nEffective Time or the termination of this Agreement any offer or proposal\nrelating to any of the above, the Stockholder shall immediately notify\nParent thereof, including information as to the identity of the offeror or\nthe party making any such offer or proposal and the specific terms of such\noffer or proposal, as the case may be, and such other information related\nthereto as Parent may reasonably request. Except as contemplated by this\nAgreement, disclosure by the Company, WW or Stockholder of the terms hereof\n(other than the prohibition of this Section 4.2) shall be deemed to be a\nviolation of this Section 4.2. The parties hereto agree that irreparable\ndamage would occur in the event that the provisions of this Section 4.2\nwere not performed in accordance with their specific terms or were\notherwise breached. It is accordingly agreed by the parties hereto that\nParent shall be entitled to seek an injunction or injunctions to prevent\nbreaches of the provisions of this Section 4.2 and to enforce specifically\nthe terms and provisions hereof in any court of the United States or any\nstate having jurisdiction, this being in addition to any other remedy to\nwhich Parent may be entitled at law or in equity.\n\n         4.3 Conduct of Business of Parent. During the period from the date\nof this Agreement and continuing until the earlier of the termination of\nthis Agreement and the Effective Time, Parent agrees it shall not, without\nthe prior written consent of the Stockholder, enter into any transaction\nwhich would (i) require the approval of the stockholders of Parent under\nthe rules of the Nasdaq Stock Market, or Delaware Law, or its Certificate\nof Incorporation, or (ii) both (A) require a pre-merger notification filing\nto be made under the HSR Act (without respect to whether the \"size of the\nperson\" test pertaining to the entity to be acquired is met) and (B) be\nreasonably likely to materially delay or impede approval of the Mergers\nunder the HSR Act. If Parent intends to enter into any transaction which\nwould require a pre-merger notification filing to be made under the HSR Act\n(without respect to whether the \"size of the person\" test pertaining to the\nentity to be acquired is met), then it shall, prior entering into such\ntransaction, consult with the Stockholder to discuss the reasonable likely\neffects of such transaction on approval of the Mergers under the HSR Act.\nParent shall instruct and provide training to its sales force and the sales\nforce of Spring Street and Parent not to use the existence of the proposed\nMergers as a means of persuading potential customers and advertisers of\nRentNet or the Company not to sign up with RentNet or the Company but to\nsign up with Spring Street or Parent instead.\n\n\n                                 ARTICLE V\n\n                           ADDITIONAL AGREEMENTS\n\n         5.1 Stockholder Approval; Proxy Statement; Delivery of Financials\n\n         (a) As promptly as practicable after the execution of this\nAgreement, Parent will prepare and file, with the cooperation of the\nCompany, WW and the Stockholder, a proxy statement (the \"Proxy Statement\")\nrelating to approval of the issuance of the shares of Parent Common Stock\nin connection with the Mergers pursuant to the rules and regulations of the\nNasdaq Stock Market and the SEC. The Company, WW and Stockholder shall\nprovide promptly to Parent such information concerning their respective\nbusiness and financial statements and affairs, as, in the reasonably\njudgment of Parent or its counsel, may be required or appropriate for\ninclusion in the Proxy Statement, or in any amendments or supplements\nthereto, and to cause its counsel and auditors to cooperate with Parent's\ncounsel and auditors in the preparation of the Proxy Statement, including,\nwithout limitation, that each of the Company and WW agrees, and the\nStockholder agrees to cause the Company and WW, to deliver an audited\ncombined consolidated balance sheet of the Company (together with WW and\nthe WW Subsidiaries as though WW and the WW Subsidiaries were subsidiaries\nof the Company) as of September 30, 2000 and the related audited combined\nconsolidated statements of operations and cash flows for the nine-month\nperiod ended September 30, 2000 as soon as practicable after the date of\nthis Agreement and in no event later than November 15, 2000. Without\nlimiting the generality of the foregoing, in particular, the Stockholder,\nthe Company and WW will cause its management and its independent auditors\nto facilitate on a timely basis (and no later than fifteen (15) business\ndays after the date of this Agreement) (i) the preparation and delivery to\nParent for inclusion in the Proxy Statement of financial statements\n(including pro forma financial statements if required) as required by\nParent to comply with applicable rules and regulations of the SEC, (ii) the\nreview of any Company or WW audit or review work papers for up to the past\nthree (3) complete fiscal years, including the examination of selected\ninterim financial statements and data and (iii) the delivery of such\nconsents and representations from the Stockholder's, the Company's and WW's\nindependent accountants as may be required by applicable laws or the rules\nor regulations promulgated thereunder.\n\n         Parent shall use commercially reasonable efforts to respond after\nconsultation with the other parties hereto to any comments of the SEC as\npromptly as promptly practicable after such filing. Parent shall give the\nStockholder and its counsel the opportunity to review the Proxy Statement\nprior to its being filed with the SEC and shall give the Stockholder and\nits counsel the opportunity to review all amendments and supplements to the\nProxy Statement and all written responses to requests for additional\ninformation and written replies to comments prior to their being filed\nwith, or sent to, the SEC. Parent will cause the Proxy Statement to be\nmailed to all stockholders of Parent, at the earliest practicable time\nafter the expiration of the period of time prescribed by Rule 14a-6(a) of\nthe Exchange Act or if comments are received by the SEC prior to the\nexpiration of such period of time, upon receipt of written notice from the\nSEC advising Parent of the SEC's permission to file the Proxy Statement in\ndefinitive form. As promptly as practicable after the date of this\nAgreement, Parent, the Company, WW and Stockholder will prepare and file\nany other filings required under the Securities Act, Exchange Act or any\nother federal, foreign, or state \"Blue Sky\" laws relating to the Mergers\nand the transactions contemplated by this Agreement (the \"Other Filings\").\nThe Proxy Statement will comply in all material respects with all\napplicable requirements of law and the rules and regulations promulgated\nthereunder. Whenever any event occurs that is required to be set forth in\namendment or supplement to the Proxy Statement or any Other Filing, as the\ncase may be, Parent, the Company, WW or Stockholder, as the case may be,\nwill promptly inform the others of such occurrence and cooperate in filing\nwith the SEC or its staff or any other government officers, and\/or mailing\nto the stockholders of Parent, such amendment or supplement as promptly as\npracticable. The Proxy Statement shall include the recommendation of the\nBoard of Directors of Parent in favor of the issuance of shares of Parent\nCommon Stock in connection with the Mergers; provided, however, that such\nrecommendation may be withdrawn or amended in the event (i) of termination\nof this Agreement pursuant to Section 8.1 or (ii) that the Stockholder, the\nCompany or WW has engaged in fraudulent behavior with respect to this\nAgreement, the Mergers or the transactions contemplated hereby.\n\n         (b) At the earliest practicable date after the expiration of the\nperiod of time prescribed by Rule 14a-6(a) of the Exchange Act or if\ncomments are received by Parent from the SEC prior to the expiration of\nsuch period of time, upon receipt of written notice from the SEC advising\nParent of the SEC's permission to file the Proxy Statement in definitive\nform, Parent will use its good faith reasonable efforts to take all action\nnecessary in accordance with Delaware Law, the Certificate of Incorporation\nand Bylaws of Parent, and the rules and regulations of the Nasdaq Stock\nMarket to duly call, give notice of and convene and hold a special meeting\nof stockholders for purposes of voting on a proposal to approve the\nissuance of the shares of Parent Common Stock in connection with the\nMergers. Parent will, subject to federal and state securities laws and the\nrules and regulations promulgated thereunder, solicit from its stockholders\nproxies in favor of the issuance of the shares of Parent Common Stock in\nconnection with the Mergers.\n\n         5.2 Nasdaq Listing. Parent shall use commercially reasonable\nefforts to ensure that at the Effective Time, the shares of Parent Common\nStock to be delivered to the Stockholder pursuant to this Agreement shall\nhave been accepted for quotation on the Nasdaq National Market.\n\n         5.3 Restrictions on Transfer. Except for certificates representing\nthose shares of Parent Common Stock which are subject to an effective\nregistration statement on Form S-3 filed by Parent pursuant to Section\n5.12, all certificates representing Parent Common Stock deliverable to the\nStockholder or any of its Subsidiaries pursuant to this Agreement in\nconnection with the Mergers and any certificates subsequently issued with\nrespect thereto or in substitution therefor (including any shares issued or\nissuable in respect of any such shares upon any stock split stock dividend,\nrecapitalization, or similar event) shall bear the following legends:\n\n        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES\n        REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN\n        THE ABSENCE OF SUCH REGISTRATION OR A WRITTEN OPINION OF COUNSEL,\n        REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT\n        SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE\n        SECURITIES ACT OF 1933.\n\n        THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n        CERTAIN RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN\n        STOCKHOLDER AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN\n        REQUEST OF THE HOLDER OR RECORD OF THIS SECURITY TO THE SECRETARY\n        OF THE CORPORATION AT THE PRINCIPAL OFFICES OF THE CORPORATION.\n\n        If, and to the extent shares of Parent Common Stock held by the\n Stockholder are no longer subject to the restrictions described in the\n legends set forth above, upon the request of the Stockholder, Parent shall\n cause its transfer agent to remove the appropriate legend set forth above\n from the certificates evidencing the shares of Parent Common Stock or\n issue to the Stockholder new certificates therefor free of such legend.\n\nSuch certificate shall also bear any legend required by any federal, state,\nlocal or foreign law governing such securities.\n\n         5.4 Access to Information. The Company and WW shall afford Parent\nand its accountants, counsel and other representatives, reasonable access\nduring normal business hours during the period prior to the Effective Time\nto (a) all properties, books, contracts, commitments, records and auditors\nof the Company, WW and the Subsidiaries, and (b) all other information\nconcerning the Business and the properties and personnel of the Company, WW\nand the Subsidiaries (subject to restrictions imposed by applicable law) as\nParent may reasonably request; provided that any photocopying or similar\ncosts of such access shall be incurred at Parent's expense and that such\naccess will conducted at a reasonable time, under the supervision of the\nStockholder's, the Company's or WW's personnel and in such a manner as to\nmaintain the confidentiality of this Agreement and the transactions\ncontemplated hereby and not to interfere unreasonably with the normal\noperation of the business of the Company or WW. Parent shall afford\nStockholder, the Company and WW, and their respective accountants, counsel\nand other representatives, access during normal business hours during the\nperiod prior to the Effective Time to the senior executive management team\nof Parent to the same extent as such access was provided prior to the date\nof this Agreement; provided that any photocopying or similar costs of such\naccess shall be incurred at Stockholder's expense and that such access will\nconducted at a reasonable time, under the supervision of Parent's personnel\nand in such a manner as to maintain the confidentiality of this Agreement\nand the transactions contemplated hereby and not to interfere unreasonably\nwith the normal operation of the business of Parent. Parent and the\nStockholder acknowledge and agree that all information received from or on\nbehalf of the Parent, Company, WW or any Subsidiary in connection with the\ntransactions contemplated hereby prior to the Closing shall be deemed to be\nreceived pursuant to the Confidentiality Agreement dated as of May 19, 2000\nand Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company\nand WW shall, and shall cause their respective affiliates and\nrepresentatives, to comply with the provisions of such Confidentiality\nAgreement with respect to such information. No information or knowledge\nobtained in any investigation pursuant to this Section 5.4 shall affect or\nbe deemed to modify any representation or warranty contained herein.\n\n         5.5 Expenses. Except as set forth in Section 5.13 hereof, whether\nor not the Mergers are consummated, all fees and expenses incurred in\nconnection with the Mergers including all legal, accounting, financial\nadvisory, consulting and all other fees and expenses of third parties\n(\"Third Party Expenses\") incurred by a party in connection with the\nnegotiation and effectuation of the terms and conditions of this Agreement\nand the transactions contemplated hereby, shall be the obligation of the\nrespective party incurring such fees and expenses; provided, however, all\nThird Party Expenses incurred by the Company, WW or any Subsidiary in\nconnection with the negotiation and effectuation of the terms and\nconditions of this Agreement and the transactions contemplated hereby shall\nbe the sole obligation of the Stockholder.\n\n         5.6 Public Disclosure. Parent and the Stockholder shall consult\nwith and provide each other the reasonable opportunity to review and\ncomment upon any public disclosure prior to the public disclosure relating\nto this Agreement or the transactions contemplated hereby, provided, that\nneither Parent nor the Stockholder shall issue any such public disclosure\nprior to such consultation and mutual agreement by the other party except\nas may be otherwise required by law (including federal and state securities\nlaws) or, as to Parent, by the rules and regulations of the National\nAssociation of Securities Dealers, Inc. or the Nasdaq Marketplace Rules.\nParent and Stockholder further agree that for the first twelve (12) months\nthe key messaging to the public will be that of the initial public\ndisclosures made by and agreed to by the parties.\n\n         5.7 Consents. The Stockholder shall use all commercially\nreasonable efforts and shall cause the Company and WW to use all\ncommercially reasonable efforts to obtain the consents, waivers and\napprovals and to give the notices under any of the Contracts as may be\nrequired in connection with the Mergers (all of such consents, waivers and\napprovals are set forth in Stockholder Disclosure Letter) so as to preserve\nall rights of and benefits to the Company, WW and Parent thereunder.\n\n         5.8 FIRPTA Compliance. On or prior to the Closing Date, the\nStockholder shall deliver to Parent an affidavit in a form reasonably\nsatisfactory to Parent stating under penalties of perjury Stockholder's\ntaxpayer identification number and that Stockholder is not a foreign person\nwithin the meaning of Section 1445 of the Code.\n\n         5.9 Reasonable Efforts. Subject to the terms and conditions\nprovided in this Agreement, each of the parties hereto shall use its\nreasonable good faith efforts (subject to, and in accordance with,\napplicable law) to take promptly, or cause to be taken, all actions, and to\ndo promptly, or cause to be done, all things necessary, proper or advisable\nunder applicable laws and regulations to consummate and make effective the\ntransactions contemplated hereby, to obtain all necessary waivers, consents\nand approvals, to effect all necessary registrations and filings, and to\nremove any injunctions or other impediments or delays, legal or otherwise,\nin order to consummate and make effective the transactions contemplated by\nthis Agreement for the purpose of securing to the parties hereto the\nbenefits contemplated by this Agreement, subject to the limitations on\ndivestiture set forth in Section 5.13 hereof.\n\n         5.10 Notification of Certain Matters. The Stockholder shall give\nprompt notice to Parent, and Parent shall give prompt notice to the\nStockholder, of (i) the occurrence or non-occurrence of any event of which\nsuch party has Knowledge, the occurrence or non-occurrence of which causes\nany representation or warranty of the Company, WW and the Stockholder, on\nthe one hand, and Parent, on the other hand, contained in this Agreement to\nbe untrue or inaccurate such that the conditions set forth in Section\n6.3(a) hereof or Section 6.2(a) hereof, as the case may be, would not be\nsatisfied, and (ii) any failure of the Company, WW and the Stockholder, on\nthe one hand, or Parent, on the other hand, as the case may be, to comply\nwith or satisfy any covenant, condition or agreement to be complied with or\nsatisfied by it hereunder in any material respect; provided, however, that\nthe delivery of any notice pursuant to this Section 5.10 shall not limit or\notherwise affect any remedies available to the party receiving such notice.\n\n         5.11 S-8 Registration. At the Closing Date, if possible, and\nsubject to obtaining any necessary consents or approvals, which consents\nand approvals Parent will use commercially reasonable efforts to obtain,\nParent agrees to file, if available for use by Parent, with the SEC a\nregistration statement on Form S-8 registering a number of shares of Parent\nCommon Stock equal to the number of shares of Parent Common Stock issuable\nupon the exercise of all Company Options assumed by Parent pursuant to\nSection 1.6(b) hereof.\n\n         5.12 S-3 Registration Statement. As promptly as practicable after\nthe Closing, but in any event not later than the later of (i) May 31, 2001\nor (ii) ninety (90) days following the Closing, Parent agrees to prepare\nand file with the SEC a registration statement on Form S-3, or any\nsuccessor form, registering for distribution to holders of Tracking Stock\n(other than in respect of the Stockholder's notional interest therein) and\nholders of options to acquire Tracking Stock (other than Continuing\nEmployee Options) (such holders collectively, the \"Distributees\") such\nnumber of shares of Parent Common Stock equal to the product obtained by\nmultiplying (x) the Option Exchange Ratio times (y) the number of Fully\nConverted Shares held by such holders and issuable upon exercise of such\noptions, provided that in no event shall such number of shares of Parent\nCommon Stock so registered exceed 5,316,930 (the \"Distributable Shares\").\n\n         5.13 HSR Act. Each party agrees to provide the other party with\ncopies of any documentation or written materials provided to or by\ngovernmental authorities with respect to the HSR approval process.\nNotwithstanding anything to the contrary in this Agreement, Parent shall\nnot be required to agree to any divestiture by Parent, the Company or WW or\nany of their respective subsidiaries or affiliates (i) of shares of capital\nstock, (ii) of any of their respective businesses, assets or properties or\n(iii) the imposition of any material limitation on the ability of any of\nthem to conduct their respective businesses (including the Business) or to\nown or exercise control of such assets, properties and stock. All expenses\nincurred by the Company, WW, Parent and the Stockholder (including expenses\nof counsel) in connection with obtaining termination of the waiting period\nunder the HSR Act shall be borne solely by the party incurring such\nexpense.\n\n         5.14 Transfer of Assets.\n\n         (a) Subject to the provisions of the last paragraph of Section 4.1\nof this Agreement, prior to the Closing, the Stockholder shall transfer,\nassign or license (on a worldwide, perpetual, royalty-free and\nnon-exclusive basis to conduct the Business) to the Company and WW, as\napplicable, all tangible, intangible, real and personal property assets\nused in the Business, including all Intellectual Property, owned by or\nlicensed to Stockholder or any of its subsidiaries that are used in the\nconduct of the Business, including any assets which are necessary to the\ncontinued realization of any revenues of the Business as conducted;\nprovided, however, that to the extent that the transfer, assignment or\nlicense of any such assets is provided for in any of the Commercial\nAgreements, then the terms of such Commercial Agreement shall govern such\ntransfer, assignment or license.\n\n         (b) Following the Closing, the Stockholder shall assist Parent,\nthe Company and WW with perfecting the Company's and WW's title in any such\nassets. Such assistance shall include the following: (i) executing all\ndocuments prepared by the Company, WW or Parent necessary to perfect the\nCompany's or WW's title in any such assets; (ii) making available to\nParent, the Company, WW or their counsel, inventors and other persons\nemployed by Stockholder for interviews and\/or testimony to assist in good\nfaith in further prosecution, maintenance or litigation of any\nregistrations or applications involving any such assets, including\nRegistered Intellectual Property; (iii) forwarding copies of all\ncorrespondence sent and received concerning such assets within a reasonable\ntime after receipt by Stockholder; and (iv) making all relevant documents\nin the possession or control of Stockholder and relating to such assets,\navailable to Parent or its counsel.\n\n         5.15 Trade Secret License. Without limiting anything set forth\nherein, including Company's and WW's ownership of its trade secrets,\neffective as of the Closing, the Stockholder hereby grants to Parent, and\nto the Company and WW after the Closing, a non-exclusive license to use\nall trade secrets and know-how owned by the Stockholder used in the conduct\nof the Business. Subject to the terms of this Agreement and the Commercial\nAgreements and the Ancillary Agreements, Parent, the Stockholder, the\nCompany and WW shall treat such trade secrets in the same manner that they\ntreat comparable other trade secrets owned by each of them.\n\n         5.16 Equitable Remedy. The Stockholder agrees that it would be\nimpossible or inadequate to measure and calculate Parent's damages from any\nbreach of the covenants set forth in Sections 5.14 and 5.15. Accordingly,\nthe Stockholder agrees that if it breaches any provision of Sections 5.14\nor 5.15, Parent will have available, in addition to any right or remedy\notherwise available, the right to obtain an injunction from a court of\ncompetent jurisdiction restraining such breach or threatened breach and to\nspecific performance of any such provision of this Agreement. The\nStockholder further agrees that no bond or other security shall be required\nin obtaining such equitable relief, nor will proof of actual damages be\nrequired for such equitable relief. The Stockholder hereby expressly\nconsents to the issuance of such injunctive relief, whether in the form of\na temporary restraining order or otherwise, and to the ordering of such\nspecific performance.\n\n         5.17 Stockholder Employee Plans.\n\n         (a) Liabilities Under Plans. From and after the Effective Time,\nexcept as otherwise specifically set forth in this Agreement, the\nStockholder shall (a) sponsor and (b) assume or retain, as the case may be,\nand be solely responsible for all Benefits Liabilities (as defined herein)\narising under, resulting from or relating to the Company Employee Plans of\nthe Stockholder or any of its subsidiaries, whether incurred before, on or\nafter the Effective Time; provided, however, that the Stockholder shall be\nunder no obligation (except with respect to any obligation specifically\ndescribed in this Agreement or one of the Company Employee Plans) to permit\nContinuing Employees to continue to participate in the Company Employee\nPlans of Stockholder after the Effective Time. \"Benefits Liabilities\" shall\nmean with respect to any Company Employee Plan of Stockholder, the Company\nor WW (if applicable) any and all claims, debts, liabilities, commitment\nand obligations, whether fixed, contingent or absolute, matured or\nunmatured, liquidated or unliquidated, accrued or unaccrued, known or\nunknown, whenever or however arising, including all costs and expenses\nrelating thereto (except with respect to any obligations of Parent\nspecifically described in this Agreement), and including those debts,\nliabilities and obligations arising under law, rule, regulation, permits,\naction or proceeding before any court or regulatory agency or\nadministrative agency, order or consent decree or any award of any\narbitrator of any kind, and those arising under contract, commitment or\nundertaking; provided, however, that \"Benefits Liabilities\" shall exclude\nany such liabilities arising under the plans listed on Schedule 5.17(a).\n\n         (b) COBRA. The Stockholder assumes any and all Benefits\nLiabilities relating to, arising out of, or resulting from noncompliance\nwith or violation of COBRA to the extent incurred prior to the Closing.\n\n         5.18 Stay Bonuses. In the event that the Closing has occurred\nprior to June 1, 2001, Parent shall pay within ninety (90) days after the\nClosing bonuses to the employees of the Company and WW in the amounts set\nforth on Schedule 5.18, provided that such bonuses shall be paid to only\nthose employees who remain employees of the Company or WW, as applicable,\non the date of such bonus payments; provided, further, that Parent shall\nnotify Stockholder at least six (6) business days prior to the date of such\nbonus payments and Stockholder shall pay to Parent in cash any aggregate\namount of such bonuses in excess of $4,000,000, such payment being due to\nParent no fewer than three (3) business days prior to the date of such\nbonus payments. In the event that the Closing has not occurred prior to the\nJune 1, 2001 (the \"Bonus Payment Date\"), Stockholder shall pay on the Bonus\nPayment Date bonuses to the employees of the Company and WW in the amounts\nset forth on Schedule 5.18, provided that such bonuses shall be paid to\nonly those employees who remain employees of the Company or WW, as\napplicable, on the Bonus Payment Date; provided, further, that Stockholder\nshall notify Parent at least six (6) business days prior to the Bonus\nPayment Date and Parent shall pay Stockholder all of such bonuses if the\nbonuses aggregate to less than $4,000,000, but only a portion of such\nbonuses up to a maximum of $4,000,000 if the bonuses aggregate to more than\n$4,000,000, such payment being due to Stockholder no later than May 31,\n2001; provided, that Parent shall not be obligated in any manner under this\nSection 5.18 if this Agreement is terminated by Parent pursuant to Section\n8.1(d) or 8.1(f) hereof.\n\n         5.19 Additional Option Grants. Immediately prior to and subject\nto the consummation of the Closing, the Company shall, and the Stockholder\nshall cause the Company to, adopt the 2000 Option Plan in form and\nsubstance as directed by Parent (which form and substance shall be\nsubstantially similar to Parent's option plan) and shall reserve under such\n2000 Option Plan the Additional Options. The Additional Options shall not\nbe subject to accelerated vesting upon the Mergers, and the Company shall\nnot, and the Stockholder shall cause the Company not to, issue any\nAdditional Options without Parent's prior written consent.\n\n         5.20 Cancellation of Intercompany Obligations and Liberty Digital\nProceeds. Prior to the Closing, the Stockholder, the Company and WW shall\ntake all necessary actions so that (i) all liabilities (contingent or\nother) and all ongoing obligations (other than pursuant to the Ancillary\nAgreements) of (x) the Company, WW or any Subsidiary to the Stockholder or\nany of its subsidiaries and (y) the Stockholder or any of its subsidiaries\nto the Company, WW or any Subsidiary (but in the case of clause (y), only\nto the extent that the Company, WW or any Subsidiary does not have a\ncorresponding liability or obligation to any third party), in each case are\ncancelled as of the Closing and (ii) an amount equal to the Liberty Digital\nProceeds is paid in cash by Stockholder to the Company.\n\n         5.21 Tax Matters.\n\n         (a) None of the Stockholder, the Company, WW, Parent, Metal Merger\nSub, WW Merger Sub or their respective affiliates shall take any action\nthat would reasonably be expected to cause the Metal Merger or the WW\nMerger to fail to qualify as a reorganization within the meaning of Section\n368(a) of the Code. In addition, none of Parent, Metal Merger Sub or WW\nMerger Sub, or following the Effective Time, the Company or WW, shall\nbreach any of the covenants included in the respective certificates\ndelivered pursuant to Section 5.21(b) hereof to the extent that such breach\ncauses the Metal Merger or the WW Merger to fail to qualify as a\nreorganization within the meaning of Section 368(a) of the Code.\n\n         (b) Officers of the Stockholder, on the one hand, and, Parent,\nMetal Merger Sub, WW Merger Sub, on the other hand, shall execute and\ndeliver to Skadden, Arps, Slate, Meagher &amp; Flom LLP (\"Skadden\")\ncertificates substantially in the form attached hereto as Exhibits F-1(a)\nand (b) and F-2(a) and (b), respectively, contemporaneously with the\nexecution of this Agreement and at the Closing, respectively, in connection\nwith the delivery by Skadden of its opinion pursuant to Section 6.2(f).\n\n         5.22 Liberty Digital Stock. After the date hereof, the Company\nshall not, and the Stockholder shall cause the Company not to, sell,\ntransfer or otherwise dispose of any Liberty Digital Stock. Prior to the\nClosing, Stockholder shall transfer an amount equal to the Liberty Digital\nProceeds in cash to the Company, and such amount shall be held in the\nCompany's accounts as of the Effective Time.\n\n         5.23 Purchase of New GBR Collating Machine. Prior to the Closing,\nStockholder shall order and pay for in WW's name (or, if full payment is\nnot due until after Closing, then Stockholder shall transfer sufficient\ncash to make full payment to WW as of the Closing) one (1) new GBR\ncustom-built collating machine according to the description set forth in\nSchedule 5.23, with such additional satisfactory specifications as are set\nforth in the purchase order for such machine, and, if delivered before\nClosing, shall take all necessary efforts to install and enable such\ncollating machine in the WW facility located at 115 S. Service Road,\nWestbury, New York, including without limitation paying for (or reimbursing\nParent if delivered after Closing) all associated labor costs and any\ncapital improvements required to such facility in order to accommodate the\nordinary use of such collating machine upon delivery.\n\n         5.24 Employees. Parent agrees not to reduce the base salary of\nany Continuing Employee during the period beginning immediately after the\nEffective Time and ending on the six-month anniversary of the Effective\nTime; provided that Parent shall not be restricted from terminating the\nemployment of any Continuing Employee.\n\n         5.25 Termination of Broker Licenses. Prior to the Closing, (i)\nthe Company shall, and Stockholder shall cause the Company and WW to,\nterminate all mortgage broker licenses and related surety bonds held by the\nCompany or any Subsidiary; provided that Parent shall reimburse Stockholder\nfor its documented out-of-pocket expenses in connection with such\nterminations up to a maximum of $25,000, and (ii) neither the Company nor\nany Subsidiary will perform any functions that would require it to be\nlicensed as a mortgage broker in any jurisdiction. From and after the\nEffective Time, neither the Company, WW or Parent will have any liability\nrelated to mortgage broker operations conducted by the Company, WW or any\nSubsidiary prior to the Closing (\"Broker Liabilities\"), and Stockholder\nagrees to indemnify Parent for any such Broker Liabilities.\n\n         5.26 Qualifications to Do Business. Until the Effective Time, the\nCompany and WW, as applicable, shall, and the Stockholder shall cause the\nCompany and WW to, cause the Company, WW and the Subsidiaries to be\nqualified to do business in all jurisdictions where such entities are\nrequired to be so qualified.\n\n         5.27 Bifurcated Contracts. From and after the Effective Time,\nParent and the Company, on the one hand, and Stockholder, on the other\nhand, shall cooperate to perform, or, in the case of Stockholder to cause\nits subsidiaries to cooperate with Parent and the Company to perform, the\nobligations of the Company or the subsidiaries of Parent, as the case may\nbe, with respect to contracts numbers 52, 113, 138, 173, 199 and 217 on\nExhibit 2.12(a) of the Stockholder Disclosure Letter (the \"Bifurcated\nContracts\"). Parent shall collect all funds under the Bifurcated Contracts\nand shall cause a portion of the net proceeds derived from the Bifurcated\nContracts which corresponds to the relative proportion and value of the\nservices to be performed by the Stockholder and its subsidiaries under the\nBifurcated Contracts to be remitted to Stockholder as soon as reasonably\npracticable after receipt of the funds representing such revenues by the\nCompany or Parent. Neither Parent nor the Company nor any of their\naffiliates shall enter into any amendments, renewals, extensions, or in any\nway extend the Bifurcated Contracts in a manner that would extend the\nobligations of Stockholder and its subsidiaries under the Bifurcated\nContracts past their respective current terms.\n\n         5.28 Transfer of Ownership in Move. com U.K. Prior to the Closing,\nStockholder shall cause all shares of Move.com U.K. not owned by the\nCompany to be transferred to the Company (without payment or additional\nconsideration on the part of Parent, the Company, WW or any Subsidiary\nother than the entering into of this Agreement and the transactions\ncontemplated hereby) such that, as of the Effective Time, the Company is\nthe sole and exclusive owner of all shares or interest in Move.com U.K. and\nthere are no options or other preemptive rights to purchase any shares or\ninterests of Move.com U.K. outstanding; provided, however, that so long as\nall agreements effecting such transfer are executed by all parties thereto\nand delivered to Parent at the Closing and the only remaining action\nrequired to be taken to effect such transfer is the filing by the Company\nof such executed agreements with the relevant Governmental Entity, this\ncovenant shall be deemed satisfied as of the Closing. Parent agrees that,\nafter the Effective Time, it will transfer one percent (1%) of the\noutstanding shares of Move.com U.K. to a trust or similar entity\nestablished and controlled by Parent in its discretion, the beneficiaries\nof which trust or similar entity shall be those estate agents of the\nHomeSale Network in the United Kingdom, from time to time, who have\nuploaded all of their respective real estate listings to www.move.com.uk.\n\n\n                                 ARTICLE VI\n\n                          CONDITIONS TO THE MERGER\n\n         6.1 Conditions to Obligations of Each Party to Effect the Mergers.\nThe respective obligations of each party to this Agreement to effect the\nMergers shall be subject to the satisfaction at or prior to the Closing of\nthe following conditions:\n\n         (a) Stockholder Approval. The stockholders of Parent shall have\napproved the issuance of Parent Common Stock in connection with the Mergers\nin accordance with the rules and regulations of the Nasdaq Stock Market.\n\n         (b) No Injunctions or Restraints; Illegality; HSR Act. No\ntemporary restraining order, preliminary or permanent injunction or other\norder issued by any court of competent jurisdiction or other legal or\nregulatory restraint or prohibition preventing the consummation of either\nof the Mergers shall be in effect. All waiting periods, if any, under the\nHSR Act relating to the transactions contemplated hereby will have expired\nor terminated early and all material foreign antitrust approvals required\nto be obtained prior to the Mergers in connection with the transactions\ncontemplated hereby shall have been obtained.\n\n         6.2 Additional Conditions to Obligations of the Stockholder. The\nobligations of the Stockholder to consummate the Mergers and the\ntransactions contemplated by this Agreement shall be subject to the\nsatisfaction at or prior to the Closing of each of the following\nconditions, any of which may be waived, in writing, by the Stockholder:\n\n         (a) Representations and Warranties. The representations and\nwarranties of Parent, Metal Merger Sub and WW Merger Sub contained in this\nAgreement shall have been true and correct in all material respects on and\nas of the date hereof, except for those representations and warranties\nwhich address matters only as of a particular date (which shall be true and\ncorrect in all material respects as of such date), and notwithstanding the\nfailure of the representations and warranties set forth in Sections 3.4,\n3.5, 3.7, 3.10 and 3.12 of this Agreement to be true and correct in all\nmaterial respects, this condition shall be deemed satisfied unless the\nfailure of such representations and warranties to be true and correct in\nall material respects constitutes a Material Adverse Effect on Parent, as\ndefined in Section 10.2 hereof). The Stockholder shall have received a\ncertificate to such effect signed by an officer of Parent, on behalf of\nParent.\n\n         (b) Agreements and Covenants. Parent, Metal Merger Sub and WW\nMerger Sub shall have performed or complied in all material respects with\nall agreements and covenants required by this Agreement to be performed or\ncomplied with by them on or prior to the Effective Time, and the\nStockholder shall have received a certificate to such effect signed by an\nofficer of Parent on behalf of Parent.\n\n         (c) Material Adverse Effect. Since the date hereof and until the\nexpiration or termination of any applicable waiting periods under the HSR\nAct for the transactions contemplated hereby, there has not been any\nMaterial Adverse Effect (as defined in Section 10.2 hereof) on Parent.\n\n         (d) Stockholder Agreement. Parent shall have executed and\ndelivered the Stockholder Agreement in the form attached hereto as Exhibit\nB.\n\n         (e) Registration Rights Agreement. Parent shall have executed and\ndelivered the Registration Rights Agreement in the form attached hereto as\nExhibit C.\n\n         (f) Tax Opinion of Skadden. The Stockholder shall have received\nthe opinion of Skadden, in form and substance reasonably satisfactory to\nit, dated as of the Closing Date, on the basis of the facts,\nrepresentations and assumptions set forth in such opinion and certificates\nobtained from officers of Parent, Metal Merger Sub or WW Merger Sub, as\napplicable, and the Stockholder, all of which are consistent with the state\nof facts existing as of the Effective Time, to the effect that, for U.S.\nfederal income tax purposes, the Metal Merger and the WW Merger, in each\ncase, will qualify as a reorganization within the meaning of Section 368(a)\nof the Code; provided, however, under all circumstances it is agreed that\nthe condition set forth in this Section 6.2(g) shall be deemed to be\nsatisfied even if such tax opinion of Skadden shall not have been delivered\nunless the sole reason that such opinion has not been delivered is because\nof a Change in Law (as defined below) that precludes the delivery of such\nan opinion. In rendering the opinion described above, Skadden shall rely\nupon the certificates and representations referred to in Section 6.2(h)\nhereof. For purposes of this Section 6.2(h), \"Change in Law\" shall mean a\nchange after the execution of this Agreement in a statute, regulation,\njudicial authority, administrative interpretation or other authority that\nwould prevent Skadden from issuing the opinion set forth in this Section\n6.2(g).\n\n         (g) Tax Certificates. Officers of Parent, Metal Merger Sub and WW\nMerger Sub shall have executed and delivered to Skadden certificates\nsubstantially in the forms attached hereto as Exhibit F-2(a) and (b)\ncontemporaneously with the execution of this Agreement and at the Effective\nTime.\n\n         (h) Commercial Agreements. Parent shall have executed and\ndelivered each of the Commercial Agreements in the forms attached hereto as\nExhibits A-1 through A-10, each of which agreements shall be in full force\nand effect.\n\n         6.3 Additional Conditions to the Obligations of Parent, Metal\nMerger Sub and WW Merger Sub. The obligations of Parent, Metal Merger Sub\nand WW Merger Sub to consummate the Mergers and the transactions\ncontemplated by this Agreement shall be subject to the satisfaction at or\nprior to the Closing of each of the following conditions, any of which may\nbe waived, in writing, exclusively by Parent:\n\n         (a) Representations and Warranties. The representations and\nwarranties of the Company, WW and the Stockholder contained in this\nAgreement shall have been true and correct in all material respects on and\nas of the date hereof, except for those representations and warranties\nwhich address matters only as of a particular date (which shall be true and\ncorrect in all material respects as of such date), and notwithstanding the\nfailure of the representations and warranties set forth in Sections 2.6,\n2.10(a), (b), (c), 2.14, 2.16, 2.18, 2.21 and 2.25 of this Agreement to be\ntrue and correct in all material respects, this condition shall be deemed\nsatisfied unless the failure of such representations and warranties to be\ntrue and correct in all material respects constitutes a Business Adverse\nEffect, as defined in Section 10.2 hereof. Parent, Metal Merger Sub and WW\nMerger Sub shall have received a certificate to such effect signed by the\nchief executive officer and chief financial officer of the Stockholder.\n\n         (b) Agreements and Covenants. The Company, WW and the Stockholder\nshall have performed or complied in all material respects with all\nagreements and covenants required by this Agreement to be performed or\ncomplied with by each of them on or prior to the Effective Time, and\nParent, Metal Merger Sub and WW Merger Sub shall have received a\ncertificate to such effect signed by the chief executive officer and chief\nfinancial officer of the Company, WW and the Stockholder, on behalf of the\nCompany, WW and the Stockholder, respectively.\n\n         (c) Material Adverse Effect. Since June 30, 2000 and until the\nexpiration or termination of any applicable waiting periods under the HSR\nAct for the transactions contemplated hereby, there shall not have been any\nMaterial Adverse Effect (as defined in Section 10.2 hereof) on the Company,\nWW or any of their respective Subsidiaries or the Business (taken as a\nwhole).\n\n         (d) Stockholder Agreement. The Stockholder shall have executed and\ndelivered the Stockholder Agreement in the form attached hereto as Exhibit\nB, which agreement shall be in full force and effect.\n\n         (e) Commercial Agreements. All parties to the Commercial\nAgreements other than Parent shall have executed and delivered to Parent\neach of the Commercial Agreements in the forms attached hereto as Exhibits\nA-1 through A-10, each of which agreements shall be in full force and\neffect.\n\n\n                                ARTICLE VII\n\n        SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION\n\n         7.1 Survival of Representations and Warranties. Except as\notherwise provided in Section 9.6(c) of this Agreement, all of the\nrepresentations and warranties of the Stockholder and Parent, in this\nAgreement or in any certificate, instrument or other document delivered\npursuant to this Agreement (each as modified by the Stockholder Disclosure\nLetter or the Parent Disclosure Letter, as the case may be) shall survive\nthe Mergers and continue until 5:00 p.m., Pacific Time, on the date which\nis twelve (12) months following the Closing Date; provided, however, that\nthe representations and warranties of the Stockholder contained in Sections\n2.2 and 2.18 hereof shall survive indefinitely (subject to any applicable\nstatute of limitations); provided, further, that the representations and\nwarranties of the Stockholder contained in Section 2.11(d) and the second\nand third sentences of Section 2.10(d) hereof shall survive until 5:00\np.m., Pacific Time, on the date which is thirty-six (36) months following\nthe Closing Date (the end date of such survival, as applicable, (or an\nindefinite period in the case of Sections 2.2 and 2.18) is hereinafter\nreferred to as the \"Expiration Date\").\n\n         7.2 Indemnification\n\n         (a) In addition to the matters set forth in Article IX hereof,\nuntil the Expiration Date, the Stockholder agrees to indemnify and hold\nParent and its officers, directors and affiliates harmless against all\nclaims, losses, liabilities, damages, costs and expenses, including\nreasonable attorneys' fees (hereinafter individually a \"Loss\" and\ncollectively \"Losses\"), incurred by Parent or its officers, directors, or\naffiliates: (i) as a result of any inaccuracy or breach of a representation\nor warranty of the Stockholder contained in this Agreement or any\ncertificate, instrument or other document delivered pursuant to this\nAgreement; (ii) except as set forth in Section 7.3 below, relating to any\nliability, obligation, judgment, penalty, fine, cost or expense, of any\nkind or nature, or the duty to indemnify, defend or reimburse any Person\nwith respect to: (1) the presence on or before the Closing Date of any\nHazardous Materials in the soil, groundwater, surface water, air or\nbuilding materials of any Business Facility (\"Pre-Existing Contamination\");\n(2) the migration at any time prior to or after the Closing Date of\nPre-Existing Contamination to any other real property, or the soil,\ngroundwater, surface water, air or building materials thereof; (3) any\nHazardous Materials Activity conducted on any Business Facility prior to\nthe Closing Date or otherwise occurring prior to the Closing Date in\nconnection with or to benefit the Business (\"Pre-Closing Hazardous\nMaterials Activities\"); (4) the exposure of any person to Pre-Existing\nContamination or to Hazardous Materials in the course of or as a\nconsequence of any Pre-Closing Hazardous Materials Activities, without\nregard to whether any health effect of the exposure has been manifested as\nof the Closing Date; (5) the violation of any Environmental Laws by the\nCompany, WW or any Subsidiary or its agents, employees, predecessors in\ninterest, contractors, invitees or licensees prior to the Closing Date or\nin connection with any Pre-Closing Hazardous Materials Activities prior to\nthe Closing Date; (6) any actions or proceedings brought or threatened by\nany third party with respect to any of the foregoing; and (7) any of the\nforegoing to the extent they continue after the Closing Date (collectively,\n\"Seller's Retained Environmental Liabilities\"); (iii) relating to or\narising out of Parent's assumption of Continuing Employee Options and\nAdditional Options under this Agreement or failure of Parent to assume any\noptions, rights or other securities of the Stockholder, the Company or any\nof their respective affiliates in connection with the transactions\ncontemplated by this Agreement, provided that this indemnity in clause\n(iii) shall not apply to: (w) Parent's failure to issue Parent Common Stock\nin accordance with the Option Exchange Ratio upon the due exercise of such\nContinuing Employee Options and Additional Options held by Continuing\nEmployees and assumed by Parent pursuant to Section 1.6(b)(iii)of this\nAgreement, (x) Parent's other obligations under the Option Plans with\nrespect to the Continuing Employee Options or the agreements governing such\nContinuing Employee Options by virtue of such assumption, (y) any actions\ntaken by Parent after the Closing with respect to the termination of\nemployment of any Continuing Employee who holds a Continuing Employee\nOption, or (z) any misstatement or omission in any Registration Statement\non Form S-8 or prospectus or similar securities law document prepared by\nParent and distributed to its employees with respect to the Continuing\nEmployee Options; or (iv) Broker Liabilities. Notwithstanding the\nforegoing, there shall be no right to indemnification pursuant to this\nArticle VII unless and until an Indemnification Certificate (as defined\nbelow) identifying aggregate Losses in excess of $5,000,000 (the \"Threshold\nAmount\") has been delivered to Stockholder, in which event Parent shall be\nentitled to recover all such amounts in excess of the Threshold Amount;\nprovided, however, that such Threshold Amount shall not apply to any\nindemnification pursuant to Section 7.2(a)(i) above with respect to any\ninaccuracy or breach of a representation or warranty contained in Section\n2.2, 2.4, the second and third sentences of 2.10(d), 2.11(d) or 2.18 or\npursuant to Section 7.2(a)(ii), (iii) or (iv) above. In no event shall the\nStockholder's aggregate obligation to indemnify Parent under this Section\n7.2(a) exceed an amount of cash or Parent Common Stock equal to the value\nof fifty percent (50%) of the Total Consideration (based on the valuation\nof the Parent Common Stock at the Parent Closing Price) (the \"Limit\") ;\nprovided, however, that such Limit shall not apply to any indemnification\npursuant to Section 7.2(a)(i) above with respect to any inaccuracy or\nbreach of a representation or warranty contained in Section 2.2, the second\nand third sentences of 2.10(d), 2.11(d) or 2.18 or pursuant to Section\n7.2(a)(ii), (iii) or (iv) above. The amount of any Losses shall be reduced\nby the amount of any Tax Benefit Actually Realized by Parent, WW, the\nCompany or their respective subsidiaries or affiliates relating thereto and\nany amount received by Parent with respect thereto under any insurance\ncoverage (net of any reasonably expected premium adjustments). If Parent\nactually receives an amount under insurance coverage with respect to Losses\nat any time subsequent to any indemnification provided by the Stockholder\npursuant to this Section 7.2, then Parent shall promptly reimburse the\nStockholder for any payment made by the Stockholder to Parent in connection\nwith providing the indemnification for a particular matter up to such\namount received by Parent with respect to that matter, provided, however,\nthat Parent may retain an amount from proceeds received under insurance\ncoverage or from such other party with respect to Losses to the extent that\nthe Stockholder has not indemnified Parent for the full amount of its\nclaim. Stockholder shall not have any right of contribution from the\nCompany or WW or any of their respective Subsidiaries with respect to any\nLoss claimed by an Indemnified Party after the Effective Time.\n\n         (b) Claims. Upon receipt by the Stockholder at any time on or\nbefore the last day of the Indemnification Period of a certificate signed\nby any officer of Parent (an \"Officer's Certificate\"): (A) stating that\nParent has paid or properly accrued or reasonably anticipates that it will\nhave to pay or accrue Losses, and (B) specifying in reasonable detail the\nindividual items of Losses included in the amount so stated, the date each\nsuch item was paid or properly accrued, or the basis for such anticipated\nliability, and the nature of the misrepresentation, breach of warranty or\ncovenant to which such item is related, the Stockholder shall, subject to\nthe provisions of Section 7.2(c) hereof, deliver to Parent, as promptly as\npracticable, funds in an amount equal to such Losses. The Stockholder\nshall, at its sole discretion, pay all claims for indemnification hereunder\nin (i) cash or (ii) shares of Parent Common Stock; provided, however that\nall claims for indemnification pursuant to Section 7.2(a)(i) (with respect\nto breaches or inaccuracies of the representations and warranties set forth\nin Section 2.18) or Section 7.2(a)(ii) above shall be paid in cash only. In\nthe event the Stockholder determines to pay any claim, in whole or in part,\nin shares of Parent Common Stock, the Stockholder shall transfer to Parent\nthe number of shares of Parent Common Stock having an aggregate value\n(based on the valuation of each share at 97% of the Parent Closing Price\n(adjusted for splits, combinations and the like)) equal to the Losses with\nrespect to such claim.\n\n         (c) Objections to Claims. No such payment or delivery may be\nrequired pursuant to Section 7.2(b) above if the Stockholder shall object\nin a written statement to the claim made in the Officer's Certificate with\nthirty (30) days of delivery of such Officer's Certificate, and such\nstatement shall have been delivered to Parent prior to the expiration of\nsuch thirty (30)-day period.\n\n         (d) Resolution of Conflicts.\n\n         (i) In case the Stockholder shall so object in writing to any\nclaim or claims made in any Officer's Certificate, the Stockholder and\nParent shall attempt in good faith to agree upon the rights of the\nrespective Parties with respect to each of such claims. If the Stockholder\nand Parent should so agree, a memorandum setting forth such agreement shall\nbe prepared and signed by both parties and Stockholder shall deliver to\nParent, as promptly as practicable, an amount equal to such Losses in cash\nor shares of Parent Common Stock.\n\n         (ii) If no such agreement can be reached after good faith\nnegotiation and prior to sixty (60) days after delivery of an Officer's\nCertificate, either of Parent or the Stockholder may demand arbitration of\nthe matter unless the amount of the Loss is at issue in pending litigation\nwith a third party, in which event arbitration shall not be commenced until\nsuch amount is ascertained or both parties agree to arbitration, and in\neither such event the matter shall be settled by arbitration conducted by\none arbitrator mutually agreeable to Parent and the Stockholder. In the\nevent that, within thirty (30) days after submission of any dispute to\narbitration, Parent and the Stockholder cannot mutually agree on one\narbitrator, then, within fifteen (15) days after the end of such thirty\n(30) day period, Parent and the Stockholder shall each select one\narbitrator within ten (10) additional days. The two arbitrators so selected\nshall select a third arbitrator. If the Stockholder does not select an\narbitrator during this fifteen (15) day period, then the parties agree that\nthe arbitration will be conducted by one arbitrator selected by Parent.\n\n         (iii) Any such arbitration shall be held under the expedited rules\nthen in effect of the American Arbitration Association. The arbitrator(s)\nshall determine how all expenses relating to the arbitration shall be paid,\nincluding without limitation, the respective expenses of each party, the\nfees of each arbitrator and the administrative fee of the American\nArbitration Association. The arbitrator or arbitrators, as the case may be,\nshall set a limited time period and establish procedures designed to reduce\nthe cost and time for discovery while allowing the parties an opportunity,\nadequate in the sole judgment of the arbitrator or majority of the three\narbitrators, as the case may be, to discover relevant information from the\nopposing parties about the subject matter of the dispute. The arbitrator or\na majority of the three arbitrators, as the case may be, shall rule upon\nmotions to compel or limit discovery and shall have the authority to impose\nsanctions, including attorneys' fees and costs, to the extent as a\ncompetent court of law or equity, should the arbitrators or a majority of\nthe three arbitrators, as the case may be, determine that discovery was\nsought without substantial justification or that discovery was refused or\nobjected to without substantial justification. The decision of the\narbitrator or a majority of the three arbitrators, as the case may be, as\nto the validity and amount of any claim in such Officer's Certificate shall\nbe final, binding, and conclusive upon the parties to this Agreement. Such\ndecision shall be written and shall be supported by written findings of\nfact and conclusions which shall set forth the award, judgment, decree or\norder awarded by the arbitrator(s). Within five (5) days of a decision of\nthe arbitrator(s) requiring payment by one party to another, such party\nshall make the payment to such other party.\n\n         (iv) Judgment upon any award rendered by the arbitrator(s) may be\nentered in any court having jurisdiction.\n\n         (e) Third-Party Claims. In the event Parent becomes aware of a\nthird-party claim which Parent believes may result in a demand for\nindemnification, Parent shall notify the Stockholder of such claim, and the\nStockholder, shall be entitled, at its expense, to participate in any\ndefense of such claim. Parent shall have the right in its sole discretion\nto settle any such claim; provided, however, that except with the consent\nof the Stockholder, no settlement of any such claim with third-party\nclaimants shall alone be determinative of the amount of any claim for\nindemnification if the settlement is unreasonable. Any dispute as to the\nreasonableness of such settlement shall be resolved pursuant to the terms\nof Section 7.2(d) above. To the extent that such settlement is determined\nafter such dispute resolution to be unreasonable, then the arbitrator(s)\nshall determine the amount, if any, that Stockholder shall be required to\nindemnify Parent in respect of such settled claim. In the event that the\nStockholder has consented to any such settlement, the Stockholder shall\nhave no power or authority to object under any provision of this Article\nVII to the amount of any claim by Parent for indemnification with respect\nto such settlement.\n\n         (f) Sole Remedy. Parent's rights to indemnification as provided\nfor in Section 7.2 for a breach of representations or warranties contained\nin this Agreement shall constitute Parent's sole remedy for such a breach\nand the Stockholder shall have no other liability or damages to the other\nparty resulting from the breach; provided, however, that nothing contained\nherein shall prevent Parent from pursuing remedies, including equitable\nremedies, as may be available to it under applicable law or equitable\nprinciples in the event of the Stockholder's failure to comply with its\nindemnification obligations hereunder or in the event of a claim of fraud\nby Parent against the Stockholder.\n\n         7.3 Further Conditions on Environmental Indemnity.\n\n         (a) Stockholder's indemnification obligations under Section\n7.2(a)(i) with respect to a breach of the representations and warranties\ncontained in Section 2.18, and Stockholder's indemnification obligations\nset forth in Section 7.2(a)(ii) (collectively \"Stockholder's Environmental\nIndemnity\") shall be subject to the following limitations: (i)\nStockholder's Environmental Indemnity for violations of Environmental Laws\noccurring in the course of ongoing operation of the Business, which\nviolations continue after the Closing Date, shall not apply to any such\nviolations to the extent they arise either from a change in operations of\nthe Business after the Closing Date or from the continuation of the\noperations as they existed prior to the Closing Date for a period\ncontinuing beyond that date which is one year following the Closing Date;\n(ii) Stockholder shall not be liable for any diminution in property value\nof any real property owned by the Company as of the Closing Date; (iii) to\nthe extent Stockholder's Environmental Indemnity applies to Cleanup,\nStockholder's Environmental Indemnity shall only apply to Cleanup to the\nextent such Cleanup is required by a Governmental Entity under applicable\nEnvironmental Laws in effect and enforceable as of the Closing Date or is\nrequired to be undertaken under any applicable Environmental Laws in effect\nand enforceable as of the Closing Date; (iv) Stockholder's Environmental\nIndemnity shall not apply to that portion of the cost of a Cleanup to the\nextent (but only to the extent) that the Cleanup is not conducted using\nCost-Effective Methods; (v) Stockholder's Environmental Indemnity shall not\napply to costs to the extent such costs result from the application of more\nstringent Environmental Laws as a result of the change in use of a Business\nFacility to a use other than industrial, commercial or retail where such\nchange in use results from the voluntary actions of Parent or its\nsubsidiaries; and (vi) Stockholder's Environmental Indemnity shall not\napply to any Cleanup costs to the extent caused by the exacerbation or\nworsening (excluding the mere discovery of contamination) of Pre-Existing\nContamination as a result of the acts of Parent, its subsidiaries,\nemployees or agents or the acts of any third parties on any property owned\nby Parent or its affiliates.\n\n         (b) Parent or its affiliate shall promptly notify Stockholder in\nwriting in the event of the discovery of Pre-Existing Contamination subject\nto Stockholder's Environmental Indemnity (\"Contamination Notice\");\nprovided, however, that a failure to so notify Stockholder shall not limit\nStockholder's indemnification obligations hereunder except to the extent\nthat Stockholder is prejudiced thereby. Such notice shall reasonably\nidentify the location and information on the impacted media and the basis\nupon which the claimant seeks indemnification. For claims relating to\nCleanup within the scope of this Section 7.3, the Stockholder shall have\nthe right to assume responsibility for managing the Cleanup and related\nmatters thereto, by providing notice to the Parent within sixty (60) days\nfollowing receipt of the Contamination Notice. If the Stockholder assumes\nresponsibility for management of a Cleanup under this subsection, the\nStockholder shall perform such Cleanup using Cost-Effective Methods in\ncompliance with all applicable legal requirements and in accordance with\nplans approved by Parent or its affiliate, and utilizing a consultant\napproved by Parent or its affiliate, which approvals shall not be\nunreasonably withheld. Where the Stockholder has assumed responsibility for\nmanagement of a Cleanup under this subparagraph (b), the Parent or its\naffiliate shall have the right, at its sole cost and expense, to: (i)\nreview and approve (which approval shall not be unreasonably withheld) all\ndraft plans and reports, as well as correspondence to any Governmental\nEntity regarding the Cleanup, and (ii) participate in activities related to\nthe Cleanup, including, but not limited to, participation in meetings with\nrespect to the determination of applicable Remediation Standards or methods\nfor conducting the Cleanup.\n\n         (c) As used in this Section 7.3, the following terms have the\nmeanings set forth below.\n\n         (i) \"Business Facility\" means any property that is or at any time\nhas been owned, operated, occupied, controlled or leased by the Company, WW\nor any Subsidiary in connection with the operation of the Business.\n\n         (ii) \"Remediation Standard\" means a numerical standard that\ndefines the concentrations of Hazardous Materials that may be permitted to\nremain in any environmental media after an investigation, remediation or\ncontainment of a release of Hazardous Materials.\n\n         (iii) \"Cleanup\" means any Loss related to investigation,\nfeasibility study, remediation, treatment, removal, transport, disposal,\ncharacterization, sampling, health assessment, risk assessment,\nencapsulation, monitoring, study, report, assessment or analysis with\nrespect to any Pre-Existing Contamination.\n\n         (iv) \"Cost-Effective Methods\" means the most cost-effective\napproach to remediation that is consistent with applicable Environmental\nLaws or the requirements of a Governmental Entity; provided, however, that\nCost-Effective Methods shall not include those that (1) result in the\ninterruption of Parent or its affiliates' business operations on a Business\nFacility periodically or for a period of more than twenty-four hours; (2)\nresult in the imposition of a deed restriction or other restriction or\nlimitation on the use or development of any property other than a Business\nFacility, or result in the imposition of a deed restriction or other\nrestriction or limitation on the development of a Business Facility (or any\nportion thereof) for industrial, retail or commercial purposes; or (3)\nresult in the diminution of the value of a Business Facility or any other\nproperty.\n\n\n                                ARTICLE VIII\n\n                     TERMINATION, AMENDMENT AND WAIVER\n\n         8.1 Termination. Except as provided in Section 8.2 below, this\nAgreement may be terminated and the Mergers abandoned at any time prior to\nthe Effective Time:\n\n         (a) by mutual consent of the Stockholder and Parent;\n\n         (b) by Parent or the Stockholder if: (i) the Effective Time has\nnot occurred prior to 5:00 p.m. Pacific Standard Time on April 2, 2001 (the\n\"End Date\"); provided that the End Date may be extended by any party for a\nperiod of thirty (30) days if such party reasonably believes that the\nexpiration or termination of the waiting period under the HSR Act is likely\nto be obtained during such 30-day extension; (ii) there shall be a final\nnonappealable order of a federal or state court in effect preventing\nconsummation of the Mergers; or (iii) there shall be any statute, rule,\nregulation or order enacted, promulgated or issued or deemed applicable to\nthe Mergers by any governmental entity that would make consummation of the\nMergers illegal;\n\n         (c) by Parent if there shall be any action taken, or any statute,\nrule, regulation or order enacted, promulgated or issued or deemed\napplicable to the Mergers, by any Governmental Entity, which would: (i)\nprohibit Parent's, the Company's or WW's ownership or operation of all or\nany portion of the Business or (ii) compel Parent, the Company or WW to\ndispose of or hold separate all or a portion of the business or assets of\nthe Company, WW or Parent as a result of the Mergers;\n\n         (d) by Parent, upon a breach of any representation, warranty,\ncovenant or agreement on the part of the Company or the Stockholder set\nforth in this Agreement, such that the conditions set forth in Section\n6.2(a) or Section 6.2(b) hereof would not be satisfied as of the time of\nsuch breach or as of the date hereof, as applicable, provided, that if such\ninaccuracy in the Stockholder representations and warranties or breach by\nthe Company or the Stockholder is curable by the Stockholder through the\nexercise of its commercially reasonable efforts, then Parent may not\nterminate this Agreement under this Section 8.1(d) prior to 30 days\nfollowing the date of the notice to the Stockholder of the breach, provided\nthe Stockholder continues to exercise commercially reasonable efforts to\ncure such breach (it being understood that Parent may not terminate this\nAgreement pursuant to this Section 8.1(d) if it shall have be in material\nbreach of this Agreement or if such breach by the Company or the\nStockholder is cured prior to 30 days following notice to Parent or the\nStockholder of the breach, provided, however, no cure period shall be\nrequired for a breach which by its nature cannot be cured);\n\n         (e) by the Stockholder, upon a breach of any representation,\nwarranty, covenant or agreement on the part of Parent set forth in this\nAgreement, such that the conditions set forth in Section 6.3(a) or Section\n6.3(b) hereof would not be satisfied as of the time of such breach or as of\nthe date hereof, as applicable, provided, that if such inaccuracy in\nParent's representations and warranties or breach by Parent is curable by\nParent through the exercise of its commercially reasonable efforts, then\nthe Stockholder may not terminate this Agreement under this Section 8.1(e)\nprior to 30 days following the date of the notice to Parent of the breach,\nprovided Parent continues to exercise commercially reasonable efforts to\ncure such breach (it being understood that the Stockholder may not\nterminate this Agreement pursuant to this Section 8.1(e) if it shall be in\nmaterial breach of this Agreement or if such breach by Parent is cured\nprior to 30 days following notice to Parent of the breach, provided,\nhowever, no cure period shall be required for a breach which by its nature\ncannot be cured);\n\n         (f) by Parent, if prior to the expiration or termination of any\napplicable waiting periods under the HSR Act, there has been any Material\nAdverse Effect on the Company, any of its Subsidiaries or the Business\n(taken as a whole).\n\n         (g) by the Stockholder, if prior to the expiration or termination\nof any applicable waiting periods under the HSR Act, there has been any\nMaterial Adverse Effect on Parent.\n\n         (h) by either the Stockholder or Parent if the required approval\nof the stockholders of Parent contemplated by this Agreement shall not have\nbeen obtained by reason of the failure to obtain the required vote at a\nmeeting of the stockholders of Parent duly convened therefor or at any\nadjournment thereof.\n\n         Where action is taken to terminate this Agreement pursuant to this\nSection 8.1, it shall be sufficient for such action to be authorized by the\nBoard of Directors (as applicable) of the party taking such action.\n\n         8.2 Effect of Termination. In the event of termination of this\nAgreement as provided in Section 8.1, this Agreement shall forthwith become\nvoid and there shall be no liability or obligation on the part of Parent,\nMetal Merger Sub, WW Merger Sub, the Company, WW, CMS or the Stockholder,\nor their respective officers, directors or stockholders, provided that each\nparty shall remain liable for any knowing or willful breaches of this\nAgreement prior to its termination; and provided further that, the\nprovisions of Section 5.5, Section 5.6, Section 5.18 and Article VIII of\nthis Agreement shall remain in full force and effect and survive any\ntermination of this Agreement.\n\n         8.3 Termination Fee. In the event that this Agreement is\nterminated pursuant to Section 8.1(h), then Parent shall promptly remit to\nthe Stockholder payment in the amount of $50,000,000 (the \"Termination\nFee\"); provided, however, that the Termination Fee shall not be paid to the\nStockholder if the Stockholder (a) fails to vote all of the shares of\nParent Common Stock it holds either beneficially or has the right to vote\nby proxy in favor of approval of the issuance of Parent Common Stock\npursuant to this Agreement (the \"Proposal\") at the meeting of stockholders,\nor (b) otherwise takes action to cause stockholder approval of the Proposal\nnot to be obtained.\n\n         8.4 Amendment. This Agreement may be amended by the parties\nhereto at any time by execution of an instrument in writing signed on\nbehalf of each of the parties hereto.\n\n         8.5 Extension; Waiver. At any time prior to the Effective Time,\nParent, Metal Merger Sub and WW Merger Sub, on the one hand, and the\nStockholder, WW and the Company, on the other, may, to the extent legally\nallowed, (i) extend the time for the performance of any of the obligations\nof the other party hereto, (ii) waive any inaccuracies in the\nrepresentations and warranties made to such party contained herein or in\nany document delivered pursuant hereto, and (iii) waive compliance with any\nof the agreements or conditions for the benefit of such party contained\nherein. Any agreement on the part of a party hereto to any such extension\nor waiver shall be valid only if set forth in an instrument in writing\nsigned on behalf of such party.\n\n\n                                 ARTICLE IX\n\n                                TAX MATTERS\n\n         9.1 Indemnity\n\n         (a) The Stockholder agrees to indemnify and hold harmless Parent,\nWW, the Company and each Subsidiary against the following Taxes (net of any\nTax Benefit Actually Realized, as hereinafter defined, by Parent, WW, the\nCompany or their respective Subsidiaries and affiliates as a result of the\npayment or accrual of any of the following) and against any loss, damage,\nliability or expense, including reasonable fees for attorneys and other\noutside consultants with respect to matters not controlled by the\nStockholder, incurred in contesting or otherwise in connection with any\nsuch Taxes: (i) Taxes imposed on the Company, WW or any Subsidiary with\nrespect to taxable periods ending on or before the Closing Date; (ii) with\nrespect to taxable periods beginning before the Closing Date and ending\nafter the Closing Date, Taxes imposed on the Company, WW or any Subsidiary\nwhich are allocable, pursuant to Section 9.1(b) hereof, to the portion of\nsuch period ending on the Closing Date; (iii) Taxes imposed on any member\nof any affiliated group with which any of the Company, WW and any\nSubsidiary file or have filed a Return on a consolidated or combined basis\nfor a taxable period ending on or before the Closing Date; and (iv) Taxes\nimposed on Parent or the Company, WW or any Subsidiary as a result of any\nbreach of warranty or misrepresentation under Section 2.8 hereof; provided,\nhowever, that the Stockholder shall not be liable for and shall not\nindemnify the Parent, the Company, WW or any Subsidiary for (I) any Taxes\nresulting from transactions or actions taken by the Company, WW or any\nSubsidiary on the Closing Date (other than transactions contemplated by\nthis Agreement) that are properly allocable to the portion of the Closing\nDate after the Closing except for transactions or actions undertaken in the\nordinary course of business; or (II) any Transfer Taxes for which Parent is\nliable pursuant to Section 9.5 (Taxes referred to in this proviso are\nreferred to hereinafter as \"Excluded Taxes\"). Parent shall indemnify and\nhold harmless the Stockholder (net of any Tax Benefit Actually Realized by\nthe Stockholder or its affiliates as a result of the payment or accrual\nthereof) for (i) Taxes (including Excluded Taxes) and any loss, damage,\nliability or expense, including reasonable fees for attorneys and other\noutside consultants (\"Tax Related Losses\") of Parent, the Company, WW or\nany Subsidiary not allocated to the Stockholder pursuant to the first\nsentence of this Section 9.1(a) and (ii) any Taxes or Tax Related Losses\nattributable to any breach by Parent, Metal Merger Sub or WW Merger Sub, or\nfollowing the Effective Time, the Company or WW, of Section 5.21(a) hereof.\n\n         (b) In the case of Taxes that are payable with respect to a\ntaxable period that begins before the Closing Date and ends after the\nClosing Date, the portion of any such Tax that is allocable to the portion\nof the period ending on the Closing Date shall be:\n\n         (i) in the case of Taxes that are either (x) based upon or related\nto income or receipts, or (y) imposed in connection with any sale or other\ntransfer or assignment of property (real or personal, tangible or\nintangible) (other than Transfer Taxes covered by Section 9.5 hereof),\ndeemed equal to the amount which would be payable if the taxable year ended\nwith the Closing Date; and\n\n         (ii) in the case of Taxes imposed on a periodic basis with respect\nto the assets of the Company, WW or any Subsidiary, or otherwise measured\nby the level of any item, deemed to be the amount of such Taxes for the\nentire period (or, in the case of such Taxes determined on an arrears\nbasis, the amount of such Taxes for the immediately preceding period),\nmultiplied by a fraction the numerator of which is the number of calendar\ndays in the period ending on the Closing Date and the denominator of which\nis the number of calendar days in the entire period.\n\n         (c) To the extent permitted or required by law or administrative\npractice, (A) the taxable year of the Company, WW and any Subsidiary which\nincludes the Closing Date shall be treated as closing on (and including)\nthe Closing Date and, notwithstanding the foregoing, (B) all transactions\nnot in the ordinary course of business occurring after the Closing (other\nthan transactions contemplated by this Agreement) shall be reported on\nParent's consolidated United States federal income Tax Return to the extent\npermitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall\nbe similarly reported on other Tax Returns of the Parent or its affiliates\nto the extent permitted by law.\n\n         9.2 Returns and Payments\n\n         (a) From the date of this Agreement through and after the Closing\nDate, the Stockholder shall prepare and file or otherwise furnish in proper\nform to the appropriate Governmental Authority (or cause to be prepared and\nfiled or so furnished) in a timely manner all Returns relating to the\nCompany, WW and the Subsidiaries that are due on or before or relate to any\ntaxable period ending on or before the Closing Date (and Parent shall do\nthe same with respect to any taxable period ending after the Closing Date);\nprovided, however, that to the extent the Stockholder cannot file such\nReturns under applicable law, the Stockholder shall deliver (or cause to be\ndelivered), within 20 days before the due date (including extensions) for\nthe filing of such Returns, to Parent all such Returns, and Parent shall\nsign and file or cause to be signed and filed such Returns no later than\nsuch due date. Any such Return that is prepared by the Stockholder shall be\nprepared in accordance with past practice to the extent permitted by\napplicable law. Any Return required to be filed by Parent relating to any\ntaxable year or period beginning on or before and ending after the Closing\nDate (the \"Straddle Period\") shall be submitted (with copies of any\nrelevant schedules, work papers and other documentation then available) to\nthe Stockholder for the Stockholder's approval not less than 30 days prior\nto the due date for the filing of such Return, which approval shall not be\nunreasonably withheld. Such Returns shall be prepared in accordance with\npast practice of the Company or WW (or the Subsidiaries), if any, to the\nextent permissible under applicable law.\n\n         (b) The Stockholder shall pay or cause to be paid when due and\npayable all Taxes with respect to the Company, WW and the Subsidiaries for\nany taxable period ending on or before the Closing Date or otherwise\ndescribed in Section 9.1(a)(i) through (iv) (except for Excluded Taxes) and\nParent shall so pay or cause to be paid (i) Taxes for any taxable period\nending after the Closing Date (subject to its right of indemnification from\nthe Stockholder for Taxes attributable to the pre-closing portion of any\nStraddle Period pursuant to Section 9.1(a)(ii) and Section 9.1(b) hereof)\nand (ii) Excluded Taxes.\n\n         (c) The Stockholder may amend any Return of the Company, WW or any\nSubsidiary filed or required to be filed for any taxable years or periods\nending on or before the Closing Date, provided that any such amendment\nshall not adversely affect any of Parent, the Company, WW or their\nrespective subsidiaries.\n\n         (d) Neither Parent nor any affiliate of Parent shall (or shall\ncause or permit the Company, WW or any of their respective Subsidiaries to)\namend, refile or otherwise modify any Return relating in whole or in part\nto the Company, WW or any Subsidiary with respect to any taxable year or\nperiod ending on or before the Closing Date (or with respect to any\nStraddle Period) without the prior written consent of the Stockholder,\nwhich consent may be withheld by Stockholder in its sole discretion,\nsubject to and in compliance with applicable law.\n\n         9.3 Refunds. Any Tax refund (including any interest with respect\nthereto) relating to the Company, WW or any Subsidiary for any taxable\nperiod prior to the Closing Date shall be the property of the Stockholder,\nand if received by Parent or the Company, WW or any of their respective\nSubsidiaries shall be paid over promptly to the Stockholder.\nNotwithstanding the foregoing sentence, any Tax refund (or equivalent\nbenefit to the Stockholder through a reduction in Tax liability) for a\nperiod before the Closing Date arising out of the carryback of a loss or\ncredit incurred by the Company, WW or any Subsidiary in a taxable year\nbeginning after the Closing Date shall be the property of Parent and, if\nreceived by the Stockholder, shall be paid over promptly to Parent. For\npurposes of this Section 9.3, where it is necessary to apportion a refund\nor credit between Parent and the Stockholder for a Straddle Period, such\nrefund or credit shall be apportioned between the period deemed to end at\nthe close of the Closing Date, and the period deemed to begin at the\nbeginning of the day following the Closing Date on the basis of an interim\nclosing of the books, except that refunds or credits of Taxes imposed on a\nperiodic basis (e.g., real property Taxes) shall be allocated on a daily\nbasis. In addition, Parent shall cooperate, and cause the Company, WW and\nany Subsidiary to cooperate, in obtaining any refund that the Stockholder\nreasonably believes should be available, including through the filing of\nappropriate forms with the applicable taxing authorities.\n\n         9.4 Contests\n\n         (a) After the Closing, Parent shall promptly notify the\nStockholder in writing of any written notice of any pending or threatened\naudits, notice of deficiency, proposed adjustment, assessment, examination\nor other administrative or court proceeding, suit, dispute or other claim\n(a \"Tax Claim\") of Parent or of any of the Company, WW and the Subsidiaries\nwhich, if determined adversely to the taxpayer, would be grounds for\nindemnification under this Article IX; provided, however, that a failure to\ngive such notice will not affect Parent's right to indemnification under\nthis Article IX except to the extent, if any, that, but for such failure,\nthe Stockholder could have avoided all or a portion of the Tax liability in\nquestion.\n\n         (b) In the case of an audit or administrative or judicial\nproceeding that relates to periods ending on or before the Closing Date,\nthe Stockholder shall have the right at its expense to participate in and\ncontrol the conduct of such audit or proceeding; Parent also may\nparticipate in any such audit or proceeding and, if the Stockholder does\nnot assume the defense of any such audit or proceeding, Parent may defend\nthe same in such manner as it may deem appropriate, including, but not\nlimited to, settling such audit or proceeding after giving ten days' prior\nwritten notice to the Stockholder setting forth the terms and conditions of\nsettlement. In the event that issues relating to a potential adjustment for\nwhich the Stockholder would be liable are required to be dealt with in the\nsame proceeding as separate issues relating to a potential adjustment for\nwhich Parent would be liable, Parent shall have the right, at its expense,\nto control the audit or proceeding with respect to the latter issues.\n\n         (c) With respect to any Tax Claim related to a Straddle Period for\nwhich both the Stockholder and Parent or the Company, WW or any Subsidiary\ncould be liable, each party may participate in the audit or proceeding, and\n(ii) the audit or proceeding shall be controlled by that party which would\nbear the burden of the greater portion of the sum of the adjustment based\non the principles set forth in Section 9.1(b) hereof.\n\n         (d) If as a result of any Tax Claim or amended Tax Return, there\nis any change after the Closing Date in an item of income, gain, loss,\ndeduction or credit that results in an increase in a Tax liability for\nwhich the Stockholder would otherwise be liable pursuant to Section 9.1(a),\nand such change results in a decrease in the Tax liability of Parent or any\naffiliate or successor thereof for any taxable year or period beginning\nafter the Closing Date or for the portion of any Straddle Period beginning\nafter the Closing Date, the Stockholder shall not be liable pursuant to\nSection 9.1(a) with respect to such increase to the extent of such\ndecrease. If as a result of any Tax Claim or amended Tax Return, there is\nany change after the Closing Date in an item of income, gain, loss,\ndeduction or credit that results in an increase in a Tax liability for\nwhich Parent would otherwise be liable pursuant to Section 9.1(a), and such\nchange results in a decrease in the Tax liability of the Stockholder or any\naffiliate or successor thereof for any taxable year or period ending on or\nbefore the Closing Date or for the portion of any Straddle Period ending on\nthe Closing Date (other than by reason of a carryback of losses or\ndeductions), Parent shall not be liable pursuant to Section 9.1(a) with\nrespect to such increase to the extent of such decrease.\n\n         (e) Neither Parent nor the Stockholder shall enter into any\ncompromise or agree to settle any Tax Claim which would adversely affect\nthe other party for such year or a subsequent year without the written\nconsent of the other party, which consent may not be unreasonably withheld.\nParent and the Stockholder agree to cooperate, and Parent agrees to cause\nthe Company, WW and any Subsidiary to cooperate, in the defense against or\ncompromise of any Tax Claim.\n\n         9.5 Conveyance Taxes. The Stockholder and Parent shall each pay\none-half of any real property transfer or gains, sales, use, transfer,\nvalue added, stock transfer, and stamp taxes, any transfer, recording,\nregistration, and other fees, and any similar Taxes which become payable in\nconnection with the transactions contemplated by this Agreement, other than\ntransfers of assets contemplated by Section 5.14 hereof (\"Transfer Taxes\").\nNotwithstanding Section 9.2, which shall not apply to Returns relating to\nTransfer Taxes, any Returns that must be filed in connection with Transfer\nTaxes shall be prepared and filed when due by the party primarily or\ncustomarily responsible under the applicable local law for filing such\nReturns, and such party will use its reasonable efforts to provide such\nReturns to the other party at least 10 days prior to the due date of such\nReturns.\n\n         9.6 Miscellaneous\n\n         (a) Except as otherwise required by applicable law, the\nStockholder and Parent agree to treat all payments made by either of them\nto or for the benefit of the other (including any payments to the Company,\nWW or any Subsidiary) under this Article IX and under other indemnity\nprovisions of this Agreement as adjustments to the Purchase Price for Tax\npurposes.\n\n         (b) Any tax sharing agreement, arrangement or policy (whether\nwritten or oral) between the Stockholder and the Company, WW or any\nSubsidiary shall be terminated immediately prior to the Closing.\n\n         (c) Notwithstanding any provision in this Agreement to the\ncontrary, the obligations of the Stockholder to indemnify and hold harmless\nParent, the Company, WW and any Subsidiary pursuant to this Article IX, and\nthe representations and warranties contained in Section 2.8 hereof shall\nterminate at the close of business on the 30th day following the expiration\nof the applicable statute of limitations with respect to the Tax\nliabilities in question (giving effect to any waiver, mitigation or\nextension thereof). The obligations of Parent to indemnify and hold\nharmless the Stockholder pursuant to this Article IX shall terminate at the\nclose of business on the 30th day following the expiration of the\napplicable statute of limitations with respect to the Tax liabilities in\nquestion (giving effect to any waiver, mitigation or extension thereof).\n\n         (d) Resolution of All Tax-Related Disputes. In the event that the\nStockholder and Parent cannot agree on the calculation of any amount\nrelating to Taxes or the interpretation or application of any provision of\nthis Agreement relating to Taxes, such dispute shall be resolved by a\nnationally recognized accounting firm mutually agreeable to each of the\nStockholder and Parent, whose decision shall be final and binding upon all\npersons involved and whose expenses shall be shared equally by the\nStockholder and Parent.\n\n         (e) Notwithstanding anything to the contrary contained in this\nAgreement, all matters relating to Taxes shall be governed by this Article\nIX. In the event of a conflict between the provisions of this Article IX\nand the any other section of this Agreement, this Article IX shall govern\nand control.\n\n         (f) \"Tax Benefits\" shall mean the sum of the amount by which the\nactual Tax liability (after giving effect to any alternative minimum or\nsimilar Tax) of a corporation to the appropriate taxing authority is\nreduced (including, without limitation, by or as a result of a deduction,\nincrease in basis, entitlement to refund, credit or otherwise, whether\navailable in the current taxable year, as an adjustment to the taxable\nincome in any other taxable year or as a carryforward or carryback, as\napplicable) plus any interest (on an after-Tax basis) from such government\nor jurisdiction relating to such Tax liability. For purposes of this\nAgreement, a Tax Benefit shall be deemed to have been \"Actually Realized\"\nat the time any refund of Taxes is actually received or applied against\nother Taxes due, or at the time of the filing of a Tax Return (including\nany Tax Return relating to estimated Taxes) on which a loss, deduction or\ncredit or increase in basis is applied to reduce the amount of Taxes which\nwould otherwise be payable. In accordance with the provisions of this\nparagraph (f), Parent and the Stockholder agree that for purposes of this\nAgreement, where a Tax Benefit may be realized that may result in the\npayment to, or reduce a payment by, the other party hereto, each party will\nas promptly as practicable take or cause its affiliates to take such\nreasonable or appropriate steps (including, without limitation, the filing\nof an amended Tax Return or claim for refund) to obtain at the earliest\npossible time any such reasonable available Tax Benefit.\n\n         (g) For purposes of any Tax Benefit Actually Realized determined\nunder Section 9.6(f) of this Agreement, no later than 90 days after the\nfiling of a Tax Return for any taxable period that includes a date upon\nwhich any amount was paid or accrued by Parent, the Company, WW or their\nrespective Subsidiaries or affiliates, on the one hand, or the Stockholder\nor its affiliates, on the other hand (each an \"Indemnified Party\"), in\nrespect of a claim for which the Stockholder is required to indemnify\nParent or Parent is required to indemnify Stockholder, as the case may be,\npursuant to this Agreement (the \"Indemnifying Party\"), Parent shall provide\nStockholder or Stockholder shall provide Parent, as appropriate, a detailed\nstatement (the \"Tax Benefit Statement\") specifying the amount, if any, of\nany Tax Benefit that was Actually Realized by the Indemnified Parties for\nsuch Tax period. To the extent that any deductions or other Tax items\n(including basis) that could give rise to a Tax reduction or savings do not\nresult in the actual realization of such a Tax reduction or savings in the\nyear described in the previous sentence, this Section 9.6(g) shall apply to\neach subsequent taxable period of the Indemnified Parties until either such\nTax savings are Actually Realized (resulting in a Tax Benefit) or the\nlosses or other carryforwards to which such deductions or other Tax items\n(including basis) gave rise expire unused, if applicable. For each relevant\ntaxable period, the Indemnifying Party shall be provided with full access\nto the non-proprietary work papers and other materials and information of\nthe Indemnified Parties' accountants in connection with the review of the\nTax Benefit Statement. If the Indemnifying Party disagrees in any respect\nwith the computation of the amount of the Tax Benefit Actually Realized set\nforth in the Tax Benefit Statement, the Indemnifying Party may, on or prior\nto 45 days after the receipt of the Tax Benefit Statement, deliver a notice\nto the Indemnified Parties setting forth in reasonable detail the basis for\nthe Indemnifying Party's disagreement therewith (\"Tax Benefit Dispute\nNotice\"). If no Tax Benefit Dispute Notice is received by the Indemnified\nParties on or prior to the 45th day after the Indemnifying Party's receipt\nof the Tax Benefit Statement from Parent, the Tax Benefit Statement shall\nbe deemed accepted by the Indemnifying Party.\n\n         (h) Payments. Parent shall pay all amounts for indemnification for\nwhich it is liable pursuant to this Agreement in cash; provided, however,\nthat, if and to the extent any such cash payment (the \"Excess Cash\nPayment\") would, in the opinion of Skadden, cause Skadden to no longer be\nable to issue an opinion that each of the Mergers will qualify as a\nreorganization pursuant to Section 368(a) of the Code, Parent shall use\ncommercially reasonable efforts to pay such Excess Cash Payment in Parent\nCommon Stock (valued in accordance with Section 7.2(b)); provided, further,\nthat in no event will Parent be obligated to pay such Excess Cash Payment\nin Parent Common Stock unless, in the opinion of counsel to Parent, such\npayment in Parent Common Stock would be exempt from registration under the\nSecurities Act.\n\n\n                                 ARTICLE IX\n\n                             GENERAL PROVISIONS\n\n         10.1 Notices. All notices and other communications hereunder\nshall be in writing and shall be deemed given if delivered personally or by\ncommercial delivery service, or mailed by registered or certified mail\n(return receipt requested) or sent via facsimile (with acknowledgment of\ncomplete transmission) to the parties at the following addresses (or at\nsuch other address for a party as shall be specified by like notice):\n\n                          (i)    if to Parent, Metal Merger Sub or WW\n                                 Merger Sub, to:\n\n                                 Homestore.com, Inc.\n                                 225 W. Hillcrest Drive, Suite 100\n                                 Thousand Oaks, CA 91360\n                                 Attention: David M. Rosenblatt, Esq.\n                                 Telephone No.: (805) 557-2300\n                                 Facsimile No.: (805) 557-2689\n\n                                 with a copy to:\n\n                                 Wilson Sonsini Goodrich &amp; Rosati,\n                                 Professional Corporation\n                                 650 Page Mill Road\n                                 Palo Alto, California 94304\n                                 Attention:  Martin W. Korman, Esq.\n                                 Telephone No.:  (650) 493-9300\n                                 Facsimile No.:  (650) 493-6811\n\n                                 and a copy to:\n\n                                 Fenwick &amp; West\n                                 Two Palo Alto Square\n                                 Palo Alto, California 94306\n                                 Attention:  Gordon K. Davidson, Esq.\n                                            C. Kevin Kelso, Esq.\n                                 Telephone No.:  (650) 494-0600\n                                 Facsimile No.:  (650) 494-1417\n\n                          (ii)   if to the Company, WW or Stockholder, to:\n\n                                 Cendant Corporation\n                                 9 West 57th Street, 7th Floor\n                                 New York, NY 10019\n                                 Attention: Eric Bock, Esq.\n                                 Telephone No.: (212) 413-1800\n                                 Facsimile No.: (212) 413-1923\n\n                                 with a copy to:\n\n                                 Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                                 Four Times Square\n                                 New York, New York 10036\n                                 Attention: David Fox, Esq.\n                                 Telephone No.: (212) 735-3000\n                                 Facsimile No.: (212) 735-2000\n\n         10.2 Interpretation.\n\n         (a) The words \"include,\" \"includes\" and \"including\" when used\nherein shall be deemed in each case to be followed by the words \"without\nlimitation.\"\n\n         (b) As used herein, the term \"Material Adverse Effect\" shall mean\nany change, event or effect that is materially adverse to the business,\nassets (including intangible assets), financial condition, capitalization\nor results of operations of an entity.\n\n         For purposes of Articles VI and VIII hereof with respect to a\nMaterial Adverse Effect on the Company, WW or any Subsidiary (taken as a\nwhole):\n\n         (i) if there shall be any shortfall in revenue of the Company or\nWW, such shortfall shall not be deemed in and of itself, a Material Adverse\nEffect on the Company.\n\n         (ii) adverse changes in the economy generally, or in the real\nestate, Internet or advertising industries shall not be taken into account\nin determining a Material Adverse Effect on the Company, WW and any\nSubsidiary (taken as a whole) (provided that such adverse changes do not\naffect the Company or WW or any of the Subsidiaries, as applicable, in a\nmaterially disproportionate manner);\n\n         (iii) adverse changes in stock market conditions shall not be\ntaken into account in determining a Material Adverse Effect on the Company,\nWW and any Subsidiary (taken as a whole); or\n\n         (iv) the Company's or WW's loss of suppliers, customers or\nemployees shall not be taken into account in determining a Material Adverse\nEffect on the Company, WW and any Subsidiary (taken as a whole) (provided\nthat this exception shall not apply (A) to the loss of customers or\nsuppliers caused by the Stockholder or its affiliates, including NRT\nIncorporated (\"NRT\") or its controlled affiliates and, in the case of\ncustomers only, subject to the exception same provision as set forth in\nclause (b)(i) above, or (B) in the case of the Company's or WW's employees,\nthose employees hired by the Stockholder or its affiliates without the\nprior written consent of Parent).\n\n         For purposes of Articles VI and VIII hereof with respect to a\nMaterial Adverse Effect on Parent:\n\n         (i) if there shall be any shortfall in revenue of Parent, such\nshortfall shall not be deemed in and of itself a Material Adverse Effect on\nthe Company;\n\n         (ii) adverse changes in the economy generally, or in the real\nestate, Internet or advertising industries shall not be taken into account\nin determining a Material Adverse Effect on Parent (provided that such\nadverse changes do not affect Parent in a materially disproportionate\nmanner);\n\n         (iii) adverse changes in stock market conditions or price of\nParent Common Stock shall not be taken into account in determining a\nMaterial Adverse Effect on Parent; or\n\n         (iv) Parent's loss of suppliers, customers or employees shall not\nbe taken into account in determining a Material Adverse Effect on Parent.\n\n         (c) As used herein, the term \"Business Adverse Effect\" shall mean\n(i) a material impairment of Parent's ability to continue operating the\nBusiness substantially as it was operated prior to the Closing; (ii) a\nmaterial impairment in Parent's ability to use the Intellectual Property\nsubstantially as used by the Company or WW or any of the Subsidiaries prior\nto the Closing; or (iii) any material liability that would be reasonably\nlikely to have a material adverse effect on the Company, WW or any of the\nSubsidiaries taken as a whole.\n\n         (d) The table of contents and headings contained in this Agreement\nare for reference purposes only and shall not affect in any way the meaning\nor interpretation of this Agreement.\n\n         10.3 Counterparts. This Agreement may be executed in one or more\ncounterparts, all of which shall be considered one and the same agreement\nand shall become effective when one or more counterparts have been signed\nby each of the parties and delivered to the other party, it being\nunderstood that all parties need not sign the same counterpart.\n\n         10.4 Entire Agreement; Assignment. This Agreement, the\nStockholder Disclosure Letter and Exhibits hereto, the Mutual Disclosure\nAgreement and the documents and instruments and other agreements among the\nparties hereto referenced herein: (a) constitute the entire agreement among\nthe parties with respect to the subject matter hereof and supersede all\nprior agreements and understandings, both written and oral, among the\nparties with respect to the Mergers; (b) are not intended to confer upon\nany other person any rights or remedies hereunder; and (c) shall not be\nassigned by operation of law or otherwise except as otherwise specifically\npermitted, except that Parent, Metal Merger Sub and WW Merger Sub may\nassign their respective rights and delegate their respective obligations\nhereunder to their respective affiliates (except that with respect to the\nindemnification obligations of Stockholder set forth in Section 7.2(a)(ii),\nParent or its affiliate, as applicable, shall have the right to assign such\nindemnities in whole or in part to any third party without the consent of\nStockholder).\n\n         10.5 Severability. In the event that any provision of this\nAgreement or the application thereof, becomes or is declared by a court of\ncompetent jurisdiction to be illegal, void or unenforceable, the remainder\nof this Agreement will continue in full force and effect and the\napplication of such provision to other persons or circumstances will be\ninterpreted so as reasonably to effect the intent of the parties hereto.\nThe parties further agree to replace such void or unenforceable provision\nof this Agreement with a valid and enforceable provision that will achieve,\nto the extent possible, the economic, business and other purposes of such\nvoid or unenforceable provision.\n\n         10.6 Other Remedies . Except as otherwise provided herein, any and\nall remedies herein expressly conferred upon a party will be deemed\ncumulative with and not exclusive of any other remedy conferred hereby, or\nby law or equity upon such party, and the exercise by a party of any one\nremedy will not preclude the exercise of any other remedy.\n\n         10.7 Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Delaware, regardless\nof the laws that might otherwise govern under applicable principles of\nconflicts of laws thereof. Each of the parties hereto agrees that process\nmay be served upon them in any manner authorized by the laws of the State\nof Delaware for such persons and waives and covenants not to assert or\nplead any objection which they might otherwise have to such jurisdiction\nand such process.\n\n         10.8 Rules of Construction. The parties hereto agree that they\nhave been represented by counsel during the negotiation and execution of\nthis Agreement and, therefore, waive the application of any law,\nregulation, holding or rule of construction providing that ambiguities in\nan agreement or other document will be construed against the party drafting\nsuch agreement or document.\n\n         10.9 Specific Performance. The parties hereto agree that\nirreparable damage would occur in the event that any of the provisions of\nthis Agreement were not performed in accordance with their specific terms\nor were otherwise breached, including Section 5.13 and Section 5.14 hereof.\nIt is accordingly agreed that the parties shall be entitled to an\ninjunction or injunctions to prevent breaches of this Agreement and to\nenforce specifically the terms and provisions hereof in any court of the\nUnited States or any state having jurisdiction, this being in addition to\nany other remedy to which they are entitled at law or in equity.\n\n         10.10 Attorney's Fees. If any action or other proceeding relating\nto the enforcement of any provision of this Agreement is brought by any\nparty hereto, the prevailing party shall be entitled to recover reasonable\nattorney's fees, costs and disbursements (in addition to any other relief\nto which the prevailing party may be entitled).\n\n         10.11 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY\nIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY FOR ANY ACTION, PROCEEDING OR\nCOUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF\nOR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN\nNEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.\n\n               (Remainder of page intentionally left blank.)\n\n\n\n\n\n\n        IN WITNESS WHEREOF, Parent, Metal Merger Sub, WW Merger Sub, the\nCompany, WW, CMS and Stockholder, and have caused this Agreement to be\nsigned by their duly authorized respective officers, all as of the date\nfirst written above.\n\nHOMESTORE.COM, INC.                        CENDANT CORPORATION\n\n\nBy: \/s\/ David M. Rosenblatt                By: \/s\/ Eric J. Bock\n    _________________________                 _________________________\n\nName:________________________              Name:_______________________\n\nTitle:_______________________              Title: _____________________\n\n\nMOVE.COM, INC.                             METAL ACQUISITION CORP.\n\n\nBy: \/s\/ Eric J. Bock                       By:  \/s\/ David M. Rosenblatt\n   __________________________                 _________________________\n\nName:________________________              Name: ______________________\n\nTitle:_______________________              Title: _____________________\n\n\n\nWELCOME WAGON INTERNATIONAL INC.           WW ACQUISITION CORP.\n\n\nBy: \/s\/ Eric J. Bock                       By: \/s\/ David M. Rosenblatt\n   ___________________________                 ________________________\n\nName: ________________________             Name: ______________________\n\nTitle:________________________             Title: _____________________\n\n\n\nCENDANT MEMBERSHIP SERVICES, INC.\n\n\nBy: \/s\/ Eric J. Bock\n    _____________________________\n\nName: ___________________________\n\nTitle: __________________________\n\n\n\n                       ***REORGANIZATION AGREEMENT***\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7044],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9626],"class_list":["post-43186","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cendant-corp","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\/43186","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=43186"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43186"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43186"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43186"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}