{"id":43188,"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-infoseek-corp-and-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-reorganization-infoseek-corp-and-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-reorganization-infoseek-corp-and-the.html","title":{"rendered":"Agreement and Plan of Reorganization &#8211; Infoseek Corp. and The Walt Disney Co."},"content":{"rendered":"<pre>\n                      AGREEMENT AND PLAN OF REORGANIZATION\n\n                                  BY AND AMONG\n\n                              INFOSEEK CORPORATION,\n\n                             THE WALT DISNEY COMPANY\n\n                                       AND\n\n                             BINGO ACQUISITION CORP.\n\n                            DATED AS OF JULY 10, 1999\n\n \n                      AGREEMENT AND PLAN OF REORGANIZATION\n\n         This AGREEMENT AND PLAN OF REORGANIZATION (this \"Agreement\") is made\nand entered into as of July 10, 1999 by and among Infoseek Corporation, a\nDelaware corporation (the \"Company\"), The Walt Disney Company, a Delaware\ncorporation (\"Parent\"), and Bingo Acquisition Corp. a Delaware corporation and\nwholly owned, direct subsidiary of Parent (\"Acquisition Company\").\n\n                                    RECITALS\n\n     A. The Boards of Directors of each of Parent, the Company and Acquisition\nCompany believe that it is in the best interests of each such company and its\nrespective stockholders to consummate the reorganization provided for herein,\npursuant to which Parent will directly acquire all of the capital stock of the\nCompany through a merger of Acquisition Company with and into the Company, with\nthe Company being the surviving corporation.\n\n     B. For federal income tax purposes, it is intended that the foregoing\nmerger qualify as a reorganization under the provisions of Section 368(a)(1)(B)\nand (a)(2)(E) of the United States Internal Revenue Code of 1986, as amended\n(the \"Code\").\n\n     C. Concurrently with the execution hereof, in order to induce Parent to\nenter into this Agreement, certain stockholders of the Company are entering into\nsupport agreements (the \"Support Agreements\") providing for certain voting and\nother restrictions with respect to shares of Company Common Stock held by them\nupon the terms and conditions specified therein.\n\n     D. Immediately prior to the Effective Time (as defined herein), the\nRestated Certificate of Incorporation of Parent will be amended and restated to,\namong other things, authorize 1,000,000,000 shares of Internet Group Common\nStock (as defined herein).\n\n     E. The Company, on the one hand, and Parent and Acquisition Company, on the\nother hand, desire to make certain representations, warranties, covenants and\nother agreements in connection with the transactions contemplated hereby.\n\n         NOW, THEREFORE, in consideration of the covenants, promises,\nrepresentations and warranties set forth herein, and for other good and valuable\nconsideration the receipt of which is hereby acknowledged, the parties agree as\nfollows:\n\n                                   ARTICLE I\n\n                                   THE MERGER\n\n1.1    The Merger.\n\n       Subject to the terms and conditions of this Agreement and in accordance\nwith the Delaware General Corporation Law (the \"DGCL\"), at the Effective Time,\nAcquisition \n\n \nCompany shall merge (the \"Merger\") with and into the Company in accordance with\nthe applicable provisions of the DGCL, whereupon Acquisition Company's separate\ncorporate existence shall cease and the Company shall be the surviving\ncorporation in the Merger (the \"Surviving Corporation\") and shall continue its\ncorporate existence under the laws of the State of Delaware. As a result of the\nMerger, the Company shall become a wholly owned, direct subsidiary of Parent.\nThe effects and consequences of the Merger shall be as set forth in Section 1.3\nbelow.\n\n1.2    Filing of Certificate of Merger; Effective Time.\n\n       The Company shall cause a certificate of merger with respect to the\nMerger in substantially the form attached hereto as Exhibit A (the \"Certificate\nof Merger\") to be executed and filed on the date of the Closing (as defined\nbelow), or such other date as the Company, Parent and Acquisition Company may\nagree, with the Secretary of State of the State of Delaware as provided in the\nDGCL. The Merger shall become effective at the time and date on which the\nCertificate of Merger has been duly filed with the Secretary of State or such\ntime and date as is agreed upon by the parties and specified in the Certificate\nof Merger, and such time and date are referred to herein as the \"Effective\nTime.\"\n\n1.3    Effect of the Merger.\n\n       The parties agree to the following provisions with respect to the Merger:\n\n       (a)    Name of Surviving Corporation.\n\n       The name of the Surviving Corporation from and after the Effective Time\nshall be \"Infoseek Corporation.\"\n\n       (b)   Certificate of Incorporation.\n\n       The Certificate of Incorporation of the Surviving Corporation shall be\nthe Certificate of Incorporation of the Company until thereafter amended as\nprovided by law and such Certificate of Incorporation.\n\n       (c)    Bylaws.\n\n        The Bylaws of the Surviving Corporation shall, at the Effective Time,\nbe the Bylaws of Acquisition Company until thereafter amended as provided by law\nand such Bylaws.\n\n       (d)    Directors.\n\n       The directors of Acquisition Company immediately prior to the Effective\nTime shall be the directors of the Surviving Corporation as of the Effective\nTime and until their successors are duly appointed or elected in accordance with\napplicable law, or until their earlier death, resignation or removal in\naccordance with the Surviving Corporation's Certificate of Incorporation and\nBylaws.\n\n                                       2\n\n \n       (e)    Officers.\n\n       The officers of the Surviving Corporation at the Effective Time shall\nbe the officers of the Company immediately prior to the Effective Time until\ntheir successors are duly appointed or elected in accordance with applicable\nlaw, or until their earlier death, resignation or removal in accordance with the\nSurviving Corporation's Certificate of Incorporation and Bylaws.\n\n1.4    The Closing.\n\n       Subject to the terms and conditions of this Agreement, the closing of the\ntransactions contemplated by this Agreement (the \"Closing\") shall take place at\nthe offices of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New\nYork 10019-6092, at 10:00 a.m., local time, on (a) the next business day after\nthe last to be fulfilled or waived of the conditions set forth in Article VI\nshall be fulfilled or waived in accordance herewith (other than conditions which\nby their nature are to be satisfied at the Closing, but subject to such\nconditions) or (b) at such other time, date or place as the Company and Parent\nmay agree in writing. The date on which the Closing occurs is referred to herein\nas the \"Closing Date.\"\n\n1.5    Internet Group.\n\n       On the Closing Date, immediately prior to the consummation of the Merger\nand the filing of the Certificate of Merger, Parent shall file the proposed\namendment and restatement of the Restated Certificate of Incorporation of Parent\nsubstantially as set forth as Exhibit B hereto (the \"Parent Charter Amendment\")\nwith the Secretary of State of the State of Delaware. The Board of Directors has\nadopted resolutions approving the Parent Charter Amendment and certain policies\npertaining to the Parent Common Stock (as defined in Section 1.7) substantially\nas set forth as Exhibit C hereto (the \"Parent Common Stock Policies\"), which\nParent Charter Amendment and Parent Common Stock Policies shall establish the\n\"Internet Group\" effective as of the Effective Time. For purposes of this\nAgreement, the term \"Internet Group\" shall have the meaning set forth in the\nParent Charter Amendment and the term \"Internet Group Companies\" shall have the\nmeaning set forth in the Parent Common Stock Policies; provided, however, that\nfor periods prior to the Effective Time, the term Internet Group shall not\ninclude those assets, rights, properties and liabilities that are owned by the\nCompany immediately prior to the consummation of the transactions contemplated\nhereby.\n\n1.6    Conversion of Acquisition Company Stock.\n\n       At the Effective Time, each share of the common stock of Acquisition\nCompany outstanding immediately prior to the Effective Time shall, by virtue of\nthe Merger and without any action on the part of the holder thereof, be\nconverted into and shall become one (1) share of common stock of the Surviving\nCorporation.\n\n                                       3\n\n \n1.7    Conversion of Company Common Stock and Company Options.\n\n       (a)   At the Effective Time, each issued and outstanding share of Company\nCapital Stock (i) other than the shares owned by Parent and Disney Enterprises,\nInc., a wholly owned subsidiary of Parent (\"DEI\") shall be converted, without\nany action on the part of the holders thereof, into 1.15 shares of Internet\nGroup Common Stock (the \"Exchange Ratio\"), (ii) owned by Parent shall remain\noutstanding and (iii) owned by DEI shall be converted, without any action on the\npart of the holders thereof, into one-one-hundredth of a share (rounded up to\nthe nearest whole share) of Parent Series A Voting Preferred Stock. As used\nherein, the following terms have the following meanings:\n\n           (i) \"Company Capital Stock\" means all shares of Company Common Stock\nand all shares of any other capital stock of the Company;\n\n           (ii) \"Company Common Stock\" means the common stock, par value $.001\nper share, of the Company, including any share purchase rights associated\ntherewith pursuant to the Company's share purchase rights plan;\n\n           (iii) \"Company Options\" means all issued and outstanding options,\nwarrants and other rights to acquire or receive Company Capital Stock (whether\nor not vested); provided, however, that \"Company Options\" shall not include the\n                --------  -------\nCompany Common Stock Warrant issued to Parent dated November 18, 1998; \n\n           (iv) \"Internet Group Common Stock\" means the Internet Group Common\nStock, par value $.01 per share, of Parent (including any share purchase rights\nthat may be associated therewith pursuant to any share purchase rights plan\nadopted by Parent), a new class of Parent Capital Stock that will have the terms\nand features set forth in the Parent Charter Amendment;\n\n           (v) \"Parent Capital Stock\" means all shares of Parent Common Stock\nand all shares of any other capital stock of Parent;\n\n           (vi) \"Parent Common Stock\" means the common stock, par value $.01 per\nshare, of Parent, including any share purchase rights that may be associated\ntherewith pursuant to any share purchase rights plan adopted by Parent;\n\n           (vii) \"Parent Options\" means all issued and outstanding options,\nwarrants and other rights to acquire or receive Parent Capital Stock (whether or\nnot vested); and\n\n           (viii) \"Total Outstanding Company Shares\" means the aggregate number\nof shares of Company Capital Stock outstanding immediately prior to the\nEffective Time.\n\n       (b)   Notwithstanding anything contained in this Section 1.7 to the\ncontrary, each share of Company Common Stock issued and held in the Company's\ntreasury immediately prior to the Effective Time shall, by virtue of the Merger,\ncease to be \n\n                                       4\n\n \noutstanding and shall be canceled and retired without payment of any\nconsideration therefor.\n\n       (c)   At the Effective Time, each outstanding Company Option shall be\ntransferred to and assumed by Parent in such manner that it is converted into an\noption to purchase shares of Internet Group Common Stock (each an \"Internet\nGroup Option\"), as provided below. Notwithstanding the foregoing, the unvested\nportion (and the unvested portion only) of the Company Options held by\nnon-employee directors of the Company as of the date hereof and any Company\nOption granted to non-employee directors of the Company in the ordinary course\nfollowing the date hereof (the \"Unvested Non-Employee Director Options\") shall\nnot be transferred to and assumed by Parent (any vested portion of the Company\nOptions held by non-employee directors of the Company shall be transferred to\nand assumed by Parent in such manner that it is converted into an Internet Group\nOption). Following the Effective Time, each such Internet Group Option shall be\nexercisable upon the same terms and conditions as then are applicable to such\nCompany Option, except that (i) each such Internet Group Option shall be\nexercisable for that number of shares of Internet Group Common Stock equal to\nthe product obtained by multiplying the number of shares of Company Capital\nStock that were issuable upon exercise in full of such assumed Company Option\nimmediately prior to the Effective Time by the Exchange Ratio, rounded down to\nthe nearest whole number of shares of Internet Group Common Stock and (ii) the\nper share exercise price for the shares of Internet Group Common Stock issuable\nupon exercise of such Internet Group Option shall be equal to the quotient\nobtained by dividing the exercise price per share of Company Capital Stock at\nwhich such Company Option was exercisable immediately prior to the Effective\nTime by the Exchange Ratio, rounded up to the nearest whole cent. It is the\nintention of the parties that, to the extent that any such Company Option\nconstituted an \"incentive stock option\" (within the meaning of Section 422 of\nthe Code) immediately prior to the Effective Time, the Internet Group Option\ncontinue to qualify as an incentive stock option to the maximum extent permitted\nby Section 422 of the Code, and that the assumption of the Company Options\nprovided by this Section 1.7(c) satisfy the conditions of Section 424(a) of the\nCode.\n\n       (d)   The Company shall cause all \"purchase intervals\" under all\n\"offering periods\" of the Company's Employee Stock Purchase Plan (the \"ESPP\")\nthat have not previously terminated in accordance with their terms to terminate\nimmediately prior to the Effective Time and for a final exercise of ESPP options\nto be made at such time. The amount of cash to be allocated by Parent to the\nInternet Group as provided in Section 5.17 of this Agreement shall be decreased\nby the sum of the exercise price of each option exercised under the ESPP on and\nafter the date hereof multiplied by the respective number of shares of each such\noption under the ESPP.\n\n1.8    Exchange Agent.\n\n       Parent shall appoint a reputable institution reasonably acceptable to the\nCompany to serve as exchange agent (the \"Exchange Agent\") in the Merger.\n\n                                       5\n\n \n1.9    Parent to Provide Common Stock.\n\n       Promptly after the Effective Time, Parent shall make available to the\nExchange Agent for exchange in accordance with this Article I the shares of\nInternet Group Common Stock issuable pursuant to Article I in exchange for all\nof the outstanding shares of Company Capital Stock.\n\n1.10   Exchange Procedures.\n\n       Promptly after the Effective Time, Parent shall cause the Exchange\nAgent to mail to each holder of record (as of the Effective Time) of a\ncertificate or certificates (the \"Certificates\"), which immediately prior to the\nEffective Time represented outstanding shares of Company Capital Stock whose\nshares were converted into shares of Internet Group Common Stock pursuant to\nSection 1.7 and any dividends or other distributions pursuant to Section 1.11,\n(i) a letter of transmittal (which shall specify that delivery shall be\neffected, and risk of loss and title to the Certificates shall pass, only upon\ndelivery of the Certificates to the Exchange Agent and shall contain such other\nprovisions as Parent may reasonably specify) and (ii) instructions for use in\neffecting the surrender of the Certificates in exchange for certificates\nrepresenting shares of Internet Group Common Stock and any dividends or other\ndistributions pursuant to Section 1.11. Upon surrender of Certificates for\ncancellation to the Exchange Agent, together with such letter of transmittal,\nduly completed and validly executed in accordance with the instructions thereto,\nthe holders of such Certificates shall be entitled to receive in exchange\ntherefor certificates representing the number of whole shares of Internet Group\nCommon Stock into which their shares of Company Capital Stock were converted at\nthe Effective Time and any dividends or distributions payable pursuant to\nSection 1.11, and the Certificates so surrendered shall forthwith be canceled.\nUntil so surrendered, outstanding Certificates will be deemed from and after the\nEffective Time, for all corporate purposes, subject to Section 1.11 as to the\npayment of dividends, to evidence the ownership of the number of full shares of\nInternet Group Common Stock into which such shares of Company Capital Stock\nshall have been so converted and any dividends or distributions payable pursuant\nto Section 1.11. If any portion of the Internet Group Common Stock, and cash in\nlieu of fractional shares thereof (and any dividends or distributions thereon)\notherwise payable hereunder to any person, is to be issued or paid to a person\nother than the person in whose name the Certificate is registered, it shall be a\ncondition to such issuance or payment that the Certificate so surrendered shall\nbe properly endorsed or otherwise be in proper form for transfer and that the\nperson requesting such issuance or payment shall pay to the Exchange Agent any\ntransfer or other taxes required as a result of such issuance or payment to a\nperson other than the registered holder of such Company Stock Certificate or\nestablish to the satisfaction of the Exchange Agent that such tax has been paid\nor is not payable.\n\n1.11   Dividends, Fractional Shares, Etc.\n\n       (a)   Notwithstanding any other provisions of this Agreement, no\ndividends or other distributions declared after the Effective Time on Internet\nGroup Common Stock shall be paid with respect to any shares of Company Capital\nStock represented by a \n\n                                       6\n\n \nCompany Stock Certificate, nor shall any cash payment in lieu of fractional\nshares be paid with respect to any such shares, until such Company Stock\nCertificate is surrendered for exchange as provided herein. Subject to the\neffect of applicable laws, following surrender of any such Company Stock\nCertificate, there shall be paid to the holder of the Internet Group Common\nStock certificates issued in exchange therefor, without interest, (i) at the\ntime of such surrender, the amount of dividends or other distributions with a\nrecord date after the Effective Time theretofore payable with respect to such\nwhole shares of Internet Group Common Stock and not paid, less the amount of any\nwithholding taxes which may be required thereon and (ii) at the appropriate\npayment date, the amount of dividends or other distributions with a record date\nafter the Effective Time but prior to surrender and a payment date subsequent to\nsurrender payable with respect to such whole shares of Internet Group Common\nStock, less the amount of any withholding taxes which may be required thereon.\n\n       (b)   All shares of Internet Group Common Stock issued upon surrender of\nCompany Stock Certificates in accordance with this Article I shall be deemed to\nbe in full satisfaction of all rights pertaining to the shares of Company\nCapital Stock represented thereby, and from and after the Effective Time, there\nshall be no transfers on the stock transfer books of the Company of the shares\nof Company Capital Stock. If, after the Effective Time, certificates\nrepresenting any such shares are presented to the Surviving Corporation, they\nshall be canceled and exchanged for certificates for the consideration, if any,\ndeliverable in respect thereof pursuant to this Agreement in accordance with the\nprocedures set forth in this Article I.\n\n       (c)   No fractional shares of Internet Group Common Stock shall be issued\npursuant to the Merger. In lieu of the issuance of any fractional share of\nInternet Group Common Stock pursuant to the Merger, cash adjustments will be\npaid to holders in respect of any fractional share of Internet Group Common\nStock that would otherwise be issuable, and the amount of such cash adjustment\nshall be equal to the product of such fractional amount and the average closing\nprice of Internet Group Common Stock for the first five trading days commencing\non and immediately following the Closing Date.\n\n       (d)   Upon demand by Parent, the Exchange Agent shall deliver to Parent\nany portion of the Internet Group Common Stock made available to the Exchange\nAgent pursuant to Section 1.10 hereof, and cash in lieu of fractional shares\nthereof, that remains undistributed to holders of Company Capital Stock one year\nafter the Effective Time. Holders of Certificates who have not complied with\nthis Article I prior to such demand shall thereafter look only to Parent for\npayment of any claim to such Internet Group Common Stock and dividends or\ndistributions, if any, in respect thereof.\n\n       (e)   None of Parent, Acquisition Company, the Company, the Exchange\nAgent or any other person shall be liable to any former holder of shares of\nCompany Capital Stock for any amount properly delivered to a public official\npursuant to applicable abandoned property, escheat or similar laws. Any amounts\nremaining unclaimed by any holder of Company Capital Stock immediately prior to\nsuch time when such amounts would otherwise escheat to or become the \n\n                                       7\n\n \nproperty of any Governmental Body (as defined in Section 2.5), shall, to the\nextent permitted by applicable laws, become the property of Parent, free and\nclear of all claims or interest of any person previously entitled thereto.\n\n       (f)   Each of the Surviving Corporation and Parent shall be entitled to\ndeduct and withhold from the Internet Group Common Stock, and cash in lieu of\nfractional shares thereof (and any dividends or distributions thereon) otherwise\npayable hereunder to any person such amounts as it is required to deduct and\nwithhold with respect to the making of such payment under any provision of\nfederal, state, local or foreign income tax law. To the extent that the\nSurviving Corporation or Parent so withholds those amounts, such withheld\namounts shall be treated for all purposes of this Agreement as having been paid\nto the holder of Company Capital Stock in respect of which such deduction and\nwithholding was made by the Surviving Corporation or Parent, as the case may be.\n\n       (g)   In the event that any Company Stock Certificate shall have been\nlost, stolen or destroyed, upon the making of an affidavit of that fact by the\nperson claiming such Company Stock Certificate to be lost, stolen or destroyed\nand, if required by Parent, the posting by such person of a bond in such\nreasonable amount as Parent may direct as indemnity against any claim that may\nbe made against it with respect to such Company Stock Certificate, the Exchange\nAgent will issue in exchange for such lost, stolen or destroyed Company Stock\nCertificate the applicable merger consideration, cash in lieu of fractional\nshares, and unpaid dividends and distributions on shares of Internet Group\nCommon Stock deliverable in respect thereof pursuant to this Agreement.\n\n1.12   Rule 145.\n\n       Subject to applicable law, Company Stock Certificates surrendered for\nexchange by any person constituting an \"affiliate\" of the Company for purposes\nof Rule 145(c) under the Securities Act of 1933, as amended (the \"Securities\nAct\"), shall not be exchanged until Parent has received a written agreement in\nsubstantially the form attached hereto as Exhibit D from such person agreeing to\ncomply with the provisions of Rule 145 under the Securities Act.\n\n1.13   Tax Consequences.\n\n       It is intended by the parties hereto that the Merger shall constitute a\nreorganization within the meaning of Section 368(a)(1)(B) and (a)(2)(E) of the\nCode. The parties hereto adopt this Agreement as a \"plan of reorganization\"\nwithin the meaning of Section 1.368-2(g) and 1.368-3(a) of the United States\nIncome Tax Regulations.\n\n                                   ARTICLE II\n\n                         REPRESENTATIONS AND WARRANTIES\n                        OF PARENT AND ACQUISITION COMPANY\n\n       Each of Parent and Acquisition Company hereby, jointly and severally,\nrepresents and warrants to the Company, subject to such exceptions as are\nspecifically disclosed in the disclosure schedule supplied by Parent to the\nCompany (the \"Parent Disclosure \n\n                                       8\n\n \nSchedule\"), as of the date hereof and as of the Effective Time as though made at\nthe Effective Time, as follows:\n\n2.1    Organization of Parent and Acquisition Company.\n\n       Each of Parent and Acquisition Company is a corporation duly organized,\nvalidly existing and in good standing under Delaware law. Each corporation or\ngeneral partnership included in the Internet Group (the \"Internet Group\nCompanies\") is a corporation or partnership, as the case may be, duly organized\nor formed, validly existing and in good standing under the laws of its\njurisdiction of incorporation or formation. Each of the Internet Group Companies\nis, directly or indirectly, wholly owned by Parent, or will be wholly owned by\nParent as a result of the Merger. Each of Parent, Acquisition Company and each\nof the Internet Group Companies that is a corporation has the corporate power to\nown its properties and to carry on its business as now being conducted. Each of\nParent and the Internet Group Companies that is a corporation 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 would have a Material\nAdverse Effect on Parent or on the Internet Group, as the case may be. Each of\nthe Internet Group Companies that is a partnership has the legal power to own\nits properties and to carry on its business as now conducted, and is duly\nqualified to do business and in good standing as a foreign entity in each\njurisdiction in which the failure to be so qualified would have a Material\nAdverse Effect on Parent or on the Internet Group, as the case may be. For all\npurposes of this Agreement, the term \"Material Adverse Effect\" means any change,\nevent or effect that would be reasonably likely to have a material adverse\neffect on the business, assets (including intangible assets), financial\ncondition or results of operations of the entity or business referred to\ntogether with its subsidiaries, if any, taken as a whole; provided, however,\n                                                          --------  -------\nthat any adverse change, event or effect that is caused by (i) the announcement\nor pendency of the Merger shall not be taken into account in determining whether\nthere has been or would be a Material Adverse Effect with respect to any party\nand (ii) any breach of any covenant hereunder by any action or failure to act by\nany of Parent or the Internet Group, on the one hand, or the Company, on the\nother hand, shall not be taken into account in determining whether there has\nbeen or would be a Material Adverse Effect on the other party. Parent has\ndelivered a true and correct copy of its Restated Certificate of Incorporation\nand Bylaws and the charter or other organizational documents of each of the\nInternet Group Companies, each as amended to date, to the Company.\n\n2.2    Parent Capital Structure.\n\n       (a)   The authorized capital stock of Parent consists of 3,600,000,000\nshares of Parent Common Stock, of which 2,060,734,292 shares were issued and\noutstanding as of July 1, 1999 and 100,000,000 shares of preferred stock, par\nvalue $0.01 per share, of which no shares were issued and outstanding as of July\n1, 1999. All outstanding shares of Parent Capital Stock are duly authorized,\nvalidly issued, fully paid and non-assessable and not subject to preemptive\nrights created by statute, the Restated Certificate of Incorporation or Bylaws\nof Parent or any agreement to which Parent is a party or by which it is bound\nand have been issued in compliance with federal and state securities \n\n                                       9\n\n \nlaws. There are no accrued or unpaid dividends with respect to any shares of\nParent Capital Stock. Parent has no other capital stock authorized, issued or\noutstanding.\n\n       (b)   Except for those plans of Parent set forth in the Parent SEC\nDocuments (as defined in Section 2.6) or set forth in Section 2.2(b) of the\nParent Disclosure Schedule (the \"Parent Stock Plans\"), there is no stock option\nplan or other plan providing for equity compensation maintained by Parent. There\nare no other options, warrants, calls, rights, commitments or agreements of any\ncharacter, written or oral, to which Parent or any subsidiary of Parent is a\nparty or by which it is bound obligating Parent or any subsidiary of Parent to\nissue, deliver, sell, repurchase or redeem, or cause to be issued, delivered,\nsold, repurchased or redeemed, any shares of Parent Capital Stock or interests\nin any subsidiary of Parent, as the case may be, or obligating Parent or any\nsubsidiary of Parent to grant, extend, accelerate the vesting of, change the\nprice of, otherwise amend or enter into any such option, warrant, call, right,\ncommitment or agreement. To Parent's knowledge, there are no voting trusts,\nproxies, or other agreements or understandings with respect to the voting stock\nof Parent or any subsidiary of Parent.\n\n       (c)   The authorized capital stock of Acquisition Company (\"Acquisition\nCompany Capital Stock\") consists of 1,000 shares of common stock, of which 100\nshares are issued and outstanding as of the date hereof and as of the Effective\nTime. All outstanding shares of Acquisition Company Capital Stock are duly\nauthorized, validly issued, fully paid and non-assessable and not subject to\npreemptive rights created by statute, the Certificate of Incorporation or Bylaws\nof Acquisition Company or any agreement to which Acquisition Company is a party\nor by which it is bound and have been issued in compliance with federal and\nstate securities laws. There are no declared or accrued unpaid dividends with\nrespect to any shares of Acquisition Company Capital Stock. Acquisition Company\nhas no other capital stock authorized, issued or outstanding.\n\n2.3    Authority.\n\n       Each of Parent and Acquisition Company has all requisite power and\nauthority to enter into this Agreement and to consummate the transactions\ncontemplated hereby. The execution and delivery of this Agreement and the\nconsummation of the transactions contemplated hereby have been duly authorized\nby all necessary corporate action on the part of each of Parent and Acquisition\nCompany, and no further action is required on the part of Parent or Acquisition\nCompany to authorize this Agreement and the transactions contemplated hereby,\nsubject only to the approval of the holders of Parent Common Stock of the Parent\nCharter Amendment and the issuance of the Internet Group Common Stock in\nconnection with the Merger. This Agreement, the Parent Charter Amendment and the\nMerger have been approved unanimously by the Boards of Directors of Parent and,\nas applicable, Acquisition Company and by the stockholder of Acquisition\nCompany. This Agreement has been, and all agreements to be executed and\ndelivered in connection with the transactions contemplated hereby by Parent or\nAcquisition Company will be, duly executed and delivered by Parent or\nAcquisition Company, as the case may be, and, assuming the due authorization,\nexecution and delivery by the other parties hereto and thereto, constitute the\nvalid and binding obligation of Parent or Acquisition Company, as the case may\nbe, enforceable in accordance with their respective terms, \n\n                                       10\n\n \nexcept as such enforceability may be limited by principles of public policy and\nsubject to the laws of general application relating to bankruptcy, insolvency\nand the relief of debtors and to rules of law governing specific performance,\ninjunctive relief or other equitable remedies.\n\n2.4    No Conflict.\n\n       Except as set forth in Section 2.4 of the Parent Disclosure Schedule, the\nexecution and delivery of this Agreement do not, and all agreements to be\nexecuted and delivered in connection with the transactions contemplated hereby\nby Parent or Acquisition Company will not, and the performance and consummation\nof the transactions contemplated hereby and thereby will not, conflict with, or\nresult in any violation of, or default under (with or without notice or lapse of\ntime, or both), or give rise to a right of termination, cancellation,\nmodification or acceleration of any obligation or loss of any benefit under (any\nsuch event, a \"Conflict\"), (i) any provision of the Restated Certificate of\nIncorporation or Bylaws of Parent or Certificate of Incorporation or Bylaws of\nAcquisition Company or the charter or organizational documents of any of the\nInternet Group Companies, (ii) any material mortgage, indenture, lease, contract\nor other agreement or instrument, permit, concession, franchise or license to\nwhich Parent, Acquisition Company or any of their subsidiaries or any of their\nmaterial properties or assets are subject or (iii) any judgment, order, decree,\nstatute, law, ordinance, rule or regulation applicable to Parent, Acquisition\nCompany or any of their subsidiaries or their respective material properties or\nassets, except, in the case of clauses (ii) and (iii) above, as would not have a\nMaterial Adverse Effect on Parent or the Internet Group.\n\n2.5    Consents.\n\n       Except as set forth in Section 2.5 of the Parent Disclosure Schedule, no\nconsent, waiver, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Body or any other party is required\nby or with respect to Parent, Acquisition Company or any of their respective\nsubsidiaries in connection with the execution and delivery of this Agreement or\nthe consummation of the transactions contemplated hereby, except for (i) the\nfiling with the Securities and Exchange Commission (the \"SEC\") of the Joint\nProxy Statement of Parent and the Company, as amended from time to time through\neffectiveness (the \"Joint Proxy Statement\"), pursuant to the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\"), for the solicitation of the\napproval of the stockholders of Parent of the Parent Charter Amendment, (ii) the\nfiling with the SEC of a Registration Statement on Form S-4 (the \"Form S-4\nRegistration Statement\") pursuant to the Securities Act with respect to those\nshares of Internet Group Common Stock issuable in the Merger, in which the Joint\nProxy Statement will be included as part of the Form S-4 Registration Statement,\n(iii) such consents, waivers, approvals, orders, authorizations, registrations,\ndeclarations and filings as may be required under applicable federal and state\nsecurities laws, (iv) the filing of the Parent Charter Amendment and the\nCertificate of Merger with the Secretary of State of the State of Delaware, (v)\nany applicable filings required under the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the \"HSR Act\"), (vi) the approval of the\nstockholders of Parent of the Parent Charter Amendment, (vii) any other such\nfilings \n\n                                       11\n\n \nor approvals as may be required under Delaware law and (viii) such consents,\nwaivers, approvals, orders authorizations, registrations, declarations, and\nfilings, which, if not obtained or made, would not, individually or in the\naggregate, have a Material Adverse Effect on Parent or the Internet Group or\nprevent or materially delay the consummation of the transactions contemplated\nhereby. For purposes of this Agreement, \"Governmental Body\" shall mean any: (a)\nnation, state, commonwealth, province, territory, county, municipality, district\nor other jurisdiction of any nature; (b) federal, state, local, municipal,\nforeign or other government or (c) governmental or quasi-governmental authority\nof any nature (including any governmental division, department, agency,\ncommission, instrumentality, official, organization, unit, body or entity and\nany court or other tribunal).\n\n2.6    SEC Documents and Parent Financial Statements.\n\n       Parent has furnished the Company with a true and complete copy of all of\nits filings with the SEC since January 1, 1998 through the date hereof (the\n\"Parent SEC Documents\"). Each of the Parent SEC Documents when filed (i)\ncomplied as to form in all material respects with the applicable requirements of\nthe Exchange Act and (ii) was true and correct in all material respects and did\nnot omit to state any material fact required to be stated therein or necessary\nto make the statements made therein, in light of the circumstances under which\nthey were made, not misleading, except in each case as superseded in any\nsubsequent filings. All financial statements (including any related schedules or\nnotes) of Parent included in the Parent SEC Documents were prepared in\naccordance with United States generally accepted accounting principals,\nconsistently applied (\"GAAP\"), are consistent with each other and present fairly\nin all material respects the consolidated financial condition and consolidated\noperating results and cash flows of Parent as of their respective dates and\nduring the periods indicated therein, subject, in the case of unaudited\nstatements, to normal year-end adjustments, which will not be material in\namount. Parent maintains a system of internal accounting controls sufficient to\nprovide reasonable assurance that transactions are recorded as necessary to\npermit preparation of financial statements in conformity with GAAP and to\nmaintain asset accountability. Parent's unaudited consolidated balance sheet as\nof March 31, 1999 included in the Parent SEC Documents is referred to herein as\nthe \"Parent Current Balance Sheet,\" and Parent's audited consolidated balance\nsheet as of September 30, 1998 and its audited consolidated statements of\noperations and cash flows for the year then ended included in the Parent SEC\nDocuments are referred to herein as the \"Parent Financials.\"\n\n2.7    Internet Group Common Stock; Internet Group Companies and Business.\n\n       When issued and delivered in accordance with the terms of this Agreement,\nthe Internet Group Common Stock will be duly authorized, validly issued, fully\npaid and nonassessable and free of any preemptive or similar right. Except as\nset forth in Section 2.7 of the Parent Disclosure Schedule, there is no stock\noption plan or other plan providing for equity compensation maintained by\nInternet Group. Except as set forth in Section 2.7 of the Parent Disclosure\nSchedule, there are no other options, warrants, calls, rights, commitments or\nagreements of any character, written or oral, to which Parent or \n\n                                       12\n\n \nany subsidiary of Parent is a party or by which it is bound obligating Parent or\nany subsidiary of Parent to issue, deliver, sell, repurchase or redeem, or cause\nto be issued, delivered, sold, repurchased or redeemed, any shares of Internet\nGroup Common Stock (except in exchange for Company Options pursuant to Section\n1.7 above) or interests in any of the Internet Group Companies, as the case may\nbe. Except as set forth in Section 2.7 of the Parent Disclosure Schedule, there\nare no outstanding or authorized stock appreciation, phantom stock, profit\nparticipation or other similar rights with respect to Internet Group Common\nStock. Except as set forth in Section 2.7 of the Parent Disclosure Schedule,\nthere are no minority interests or options, calls or other rights to acquire\nwhatsoever any equity or other interests (ownership, economic or otherwise) in\nany of the Internet Group Companies or the business or assets of the Internet\nGroup.\n\n2.8    Ownership of Acquisition Company; No Prior Activities.\n\n       Acquisition Company is a wholly owned, direct subsidiary of Parent\ncreated solely for the purpose of effecting the Merger. As of the date hereof\nand the Effective Time, except for obligations or liabilities incurred in\nconnection with its incorporation or organization and the transactions\ncontemplated by this Agreement and except for this Agreement and any other\nagreements or arrangements contemplated by this Agreement, Acquisition Company\nhas not and will not have incurred, directly or indirectly, through any\nsubsidiary or affiliate, any material obligations or liabilities or engaged in\nany material business activities of any type or kind whatsoever or entered into\nany agreements or arrangements with any person.\n\n2.9    Internet Group Financial Statements.\n\n       Section 2.9 of the Parent Disclosure Schedule sets forth the Internet\nGroup's (i) audited combined balance sheet as of September 30, 1998 and the\nstatements of operations and cash flows for the year then ended, including notes\nthereto (the \"Year-End Financials\"), and (ii) unaudited combined balance sheet\nas of March 31, 1999 and the related combined statements of operations and cash\nflows for the six months then ended (the \"Interim Financials\"). Such Year-End\nFinancials have been prepared with a materiality standard based upon the\nInternet Group and not Parent taken as a whole. Except as otherwise specifically\ndescribed in Section 2.9 of the Parent Disclosure Schedule, the Year-End\nFinancials and the Interim Financials have been prepared in accordance with GAAP\napplied on a basis consistent throughout the periods indicated and are\nconsistent with each other, and each of the Year-End Financials and the Interim\nFinancials have been prepared as though the Parent Common Stock Policies, as\nwill be applied following the Effective Time, had been in place for, and applied\nconsistently during, such periods (except with respect to the royalties payable\nto Parent in connection with DisneyStore.com). The Year-End Financials and\nInterim Financials present fairly in all material respects the combined\nfinancial condition and combined operating results of the Internet Group as of\nthe dates and during the periods indicated therein, subject in the case of the\nInterim Financials, to normal year-end adjustments, which will not be material\nin amount. As of the date hereof, Parent maintains a system of internal\naccounting controls sufficient to provide reasonable assurance that transactions\nare recorded as necessary to permit preparation of financial statements of the\nInternet Group in \n\n                                       13\n\n \nconformity with GAAP and to maintain asset accountability. The Internet Group\ncombined balance sheet as of March 31, 1999 included in the Interim Financials\nshall be hereinafter referred to as the \"Current Balance Sheet.\"\n\n2.10   No Changes.\n\n       Since March 31, 1999, except as otherwise expressly contemplated by\nthis Agreement, the Internet Group's business has been conducted in the ordinary\ncourse consistent with past practice and there has not been any action, event,\noccurrence, development, change in method of doing business or state of\ncircumstances or facts that, individually or in the aggregate, has had a\nMaterial Adverse Effect on the Internet Group.\n\n2.11   Restrictions on Business Activities.\n\n       Except as described in Section 2.11 of the Parent Disclosure Schedule as\nof the date hereof, there is no agreement (non-compete or otherwise),\ncommitment, judgment, injunction, order or decree to which Parent or any of its\nsubsidiaries is a party or otherwise binding upon Parent or its subsidiaries\nwhich has the effect of prohibiting any business practice of the Internet Group,\nany acquisition of property (tangible or intangible) by the Internet Group or\nthe conduct of the business by the Internet Group which would have a Material\nAdverse Effect on the Internet Group and the Company taken as a whole. Without\nlimiting the foregoing, as of the date hereof, none of Parent or its\nsubsidiaries has entered into any agreement under which any of the Internet\nGroup Companies is restricted from selling, licensing or otherwise distributing\nany of its material technology or products to or providing services to or\nselling advertising to, customers or potential customers or any class of\ncustomers, in any geographic area, during any period of time or in any market\nwhich would have a Material Adverse Effect on the Internet Group and the Company\ntaken as a whole.\n\n2.12   Title to Properties; Absence of Liens and Encumbrances.\n\n       (a)   Section 2.12(a) of the Parent Disclosure Schedule sets forth a list\nof all real property used in the business of the Internet Group that would be\nrequired to be identified by Item 102 of Regulation S-K.\n\n       (b)   Except as set forth in Section 2.12(b) of the Parent Disclosure\nSchedule, either Parent, its subsidiaries or the Internet Group Companies, as\nthe case may be, has good and valid title to, or, in the case of leased\nproperties and assets, valid leasehold interests in, all material tangible\nproperties and assets, real, personal and mixed, used or held for use in\nconnection with business of the Internet Group, free and clear of any Liens (as\ndefined in Section 3.12), except (i) as reflected in the Current Balance Sheet,\n(ii) for Taxes (as defined in Section 3.12) not yet due and payable or\ndelinquent and (iii) where such imperfections of title and encumbrances, if any,\nare not material in character, amount or extent, and do not materially detract\nfrom the value, or materially interfere with the present use, of the property\nsubject thereto or affected thereby.\n\n                                       14\n\n \n2.13   Intellectual Property.\n\n       (a)   For the purposes of this Agreement, the following terms have the\nfollowing definitions:\n\n             \"Intellectual Property\" shall mean any or all of the following\nand all rights in, arising out of, or associated therewith: (i) all United\nStates and foreign patents and utility models and applications therefor and all\nreissues, divisions, renewals, extensions, provisionals, continuations and\ncontinuations-in-part thereof, and equivalent or similar rights anywhere in the\nworld in inventions and discoveries; (ii) all inventions (whether patentable or\nnot), invention disclosures, improvements, trade secrets, proprietary\ninformation, know how, technology, technical data and customer lists, and all\ndocumentation relating to any of the foregoing; (iii) all copyrights, copyright\nregistrations and applications therefor and all other rights corresponding\nthereto throughout the world; (iv) all trade names, logos, common law trademarks\nand service marks; trademark and service mark registrations and applications\ntherefor and all goodwill associated therewith throughout the world; (v) all\ndatabases and data collections and all rights therein throughout the world; (vi)\nall computer software including all source code, object code, firmware,\ndevelopment tools, files, records and data, all media on which any of the\nforegoing is recorded, all Web addresses, sites and domain names, all rights of\npublicity and privacy; (vii) any similar, corresponding or equivalent rights to\nany of the foregoing; and (viii) all documentation related to any of the\nforegoing.\n\n              \"Internet Group Intellectual Property\" shall mean any Intellectual\nProperty that is (i) owned by or exclusively licensed to Parent, any of the\nInternet Group Companies or any of their respective subsidiaries and (ii) used\nin connection with the business of the Internet Group, but in all events\nexcluding (A) Intellectual Property owned by the Company or the Company\nSubsidiaries other than ABC News\/Starwave Partners (d\/b\/a ABC News Internet\nVentures) (\"AIV\") and ESPN\/Starware Partners (d\/b\/a ESPN Internet Ventures)\n(\"EIV\"), which Intellectual Property is exclusively licensed to AIV or EIV, (B)\nIntellectual Property that is or was developed or owned by AIV or EIV and (C)\nIntellectual Property that is or was jointly developed, funded or owned by the\nCompany or any of the Company Subsidiaries (other than AIV and EIV) on the one\nhand and Parent or any of the Internet Group Companies or their respective\nsubsidiaries (other than AIV and EIV) on the other hand.\n\n              \"Registered Intellectual Property\" shall mean all United\nStates, international and foreign: (i) patents and patent applications\n(including provisional applications); (ii) registered trademarks, applications\nto register trademarks, intent-to-use applications, or other registrations or\napplications related to trademarks; (iii) registered copyrights and applications\nfor copyright registration; (iv) any mask work registrations and applications to\nregister mask works; and (v) any other Internet Group Intellectual Property that\nis the subject of an application, certificate, filing, registration or other\ndocument issued by, filed with, or recorded by, any state, government or other\npublic legal authority.\n\n                                       15\n\n \n       (b)   Section 2.13(b) of the Parent Disclosure Schedule lists all\nRegistered Intellectual Property owned by, or filed in the name of, Parent, any\nof the Internet Group Companies or any of their respective subsidiaries except\nsuch Registered Intellectual Property the absence of which would not have a\nMaterial Adverse Effect on the Internet Group or the conduct of the Internet\nGroup's business and which is used primarily in connection with the business of\nthe Internet Group (the \" Internet Group Registered Intellectual Property\") and\nlists any proceedings or actions before any court, tribunal (including the\nUnited States Patent and Trademark Office (the \"PTO\") or equivalent authority\nanywhere in the world) related to any of the Internet Group Registered\nIntellectual Property, except for any proceedings which, if adversely\ndetermined, would not have a Material Adverse Effect on the Internet Group.\n\n       (c)   Except as set forth in Section 2.13(c) of the Parent Disclosure\nSchedule or as would not have a Material Adverse Effect on the Internet Group or\nthe conduct of the Internet Group's business, each item of Internet Group\nIntellectual Property owned by Parent, any Internet Group Companies or their\nrespective subsidiaries, including all Internet Group Registered Intellectual\nProperty listed in Section 2.13(b) of the Parent Disclosure Schedule, is free\nand clear of any Liens, except for Liens for Taxes not yet due and payable or\ndelinquent. Except as set forth in Section 2.13(c) of the Parent Disclosure\nSchedule or as would not have a Material Adverse Effect on the Internet Group or\nthe conduct of the Internet Group's business, one or more of Parent, the\nInternet Group Companies or any of their respective subsidiaries, as the case\nmay be, (i) is the exclusive owner or has valid and enforceable rights to use of\nall trade names, logos, common law trademarks and service marks used in\nconnection with the operation or conduct of the business of the Internet Group\nas currently conducted, including the sale of any products or technology or the\nprovision of any services by the Internet Group; and (ii) is the exclusive owner\nof or has valid and enforceable rights to use, all copyrighted works that are\nParent's or any of the Internet Group Companies' or any of their respective\nsubsidiaries', as the case may be, products or other works of authorship used in\nconnection with the operation or conduct of the Internet Group's business as\ncurrently conducted, including the sale of any products or technology or the\nprovision of any services by the Internet Group.\n\n       (d)   Except as set forth in Section 2.13(d) of the Parent Disclosure\nSchedule and except for any transfers, grants or authorizations that have not or\ndo not have a Material Adverse Effect on the Internet Group or the conduct of\nthe Internet Group's business, none of Parent or the Internet Group Companies or\nany of their respective subsidiaries has transferred ownership of or authorized\nthe retention of any rights to use any Internet Group Intellectual Property to\nany other person.\n\n       (e)   Except (i) as set forth in Section 2.13(e) of the Parent Disclosure\nSchedule, (ii) for Intellectual Property the absence of which would not have a\nMaterial Adverse Effect on the Internet Group, (iii) for \"shrink-wrap\" software\nand similar widely available commercial end-user software used by the Internet\nGroup or in the conduct of the Internet Group's business, and (iv) open source\nand similar free software available generally without payment of any royalties\nor other license fees: the Internet Group Intellectual Property constitutes all\nof the Intellectual Property used in or necessary to the \n\n                                       16\n\n \nconduct of the Internet Group's business as currently conducted, including,\nwithout limitation, the design, development, copying, performance, display,\ncreation of derivative works, distribution, manufacture, use, import, license\nand sale of the products, technology and services of the Internet Group. Except\nas set forth in Section 2.13(e) of the Parent Disclosure Schedule, no person who\nhas licensed Internet Group Intellectual Property to Parent or any of the\nInternet Group Companies or any of their respective subsidiaries has ownership\nrights or license rights to improvements in such licensed Internet Group\nIntellectual Property, provided that the foregoing shall apply only to\nimprovements (A) the absence of which would have a Material Adverse Effect on\nthe Internet Group or the conduct of Internet Group's business and (B) which\nwere made by Parent, any Internet Group Company or any of their respective\nsubsidiaries.\n\n       (f)   Except for \"shrink-wrap\" and similar widely available commercial\nend-user licenses or contracts, licenses and agreements the existence,\ntermination or breach of which would not have a Material Adverse Effect on the\nInternet Group or the conduct of the Internet Group's business, the contracts,\nlicenses and agreements listed in Section 2.13(f) of the Parent Disclosure\nSchedule include all contracts, licenses and agreements to which Parent, any of\nthe Internet Group Companies or any of their respective subsidiaries is a party\nwith respect to any Internet Group Intellectual Property.\n\n       (g)   Except as set forth in Section 2.13(g) of the Parent Disclosure\nSchedule or except for matters which, if adversely determined, would not have a\nMaterial Adverse Effect on the Internet Group or the conduct of the Internet\nGroup's business: the operation of the Internet Group's business as currently\nconducted, including, without limitation, the design, development, copying,\nperformance, display, creation of derivative works, distribution, manufacture,\nuse, import, license and sale of the products, technology and services of the\nInternet Group, does not infringe or misappropriate the Intellectual Property of\nany person, violate the rights of any person (including, but not limited to,\nrights to privacy or publicity), or constitute unfair competition or trade\npractices under the laws of any relevant jurisdiction; and none of Parent, the\nInternet Group Companies or any of their respective subsidiaries has received\nnotice from any person claiming that such operation, or any act, product,\ntechnology or service of the Internet Group infringes or misappropriates the\nIntellectual Property of any person, or that Parent, any of the Internet Group\nCompanies or any of their respective subsidiaries has engaged in unfair\ncompetition or trade practices under the laws of any relevant jurisdiction (nor\ndoes Parent, any Internet Group Company or any of their respective subsidiaries\nhave knowledge of any basis therefor).\n\n       (h)   All necessary registration, maintenance and renewal fees in\nconnection with the Internet Group Registered Intellectual Property the absence\nof which would have a Material Adverse Effect on the Internet Group or the\nconduct of the Internet Group's business have been paid and all necessary\ndocuments and certificates in connection with such Internet Group Registered\nIntellectual Property have been filed with the relevant patent, copyright,\ntrademark or other authorities in the United States or foreign jurisdictions, as\nthe case may be, for the purposes of maintaining such Registered Intellectual\nProperty when commercially reasonable.\n\n                                       17\n\n \n       (i)   Except as set forth in Section 2.13(i) of the Parent Disclosure\nSchedule or for those contracts, licenses or agreements the existence,\ntermination or breach of which would not have a Material Adverse Effect on the\nInternet Group or the conduct of Internet Group's business, there are no\ncontracts, licenses or agreements between Parent, any of the Internet Group\nCompanies or any of their respective subsidiaries and any other person with\nrespect to Internet Group Intellectual Property under which there is any dispute\nregarding the scope of such contract, license or agreement or performance under\nsuch contract, license or agreement, including with respect to any payments to\nbe made or received by Parent, any of the Internet Group Companies or any of\ntheir respective subsidiaries, as the case may be, which, if adversely\ndetermined, would have a Material Adverse Effect on the Internet Group or the\nconduct of the Internet Group's business.\n\n       (j)   Except as set forth in Section 2.13(j) of the Parent Disclosure\nSchedule or for pending claims which, if successfully asserted, would not have a\nMaterial Adverse Effect on the Internet Group or the conduct of the Internet\nGroup's business, there is no pending claim by Parent, any of the Internet Group\nCompanies or any of their respective subsidiaries against any person for\ninfringing or misappropriating any Internet Group Intellectual Property. Without\nlimiting the foregoing, to the knowledge of Parent, any of the Internet Group\nCompanies or any of their respective subsidiaries, there is no pending claim by\nany person other than Parent, any of the Internet Group Companies or any of\ntheir respective subsidiaries against any person for infringing or\nmisappropriating any Internet Group Intellectual Property, which claim, if\nadversely determined, would have a Material Adverse Effect on the Internet Group\nor the conduct of the Internet Group's business.\n\n       (k)   Except as set forth in Section 2.13(k) of the Parent Disclosure\nSchedule or as would not have a Material Adverse Effect on the conduct of the\nInternet Group or the Internet Group's business as currently conducted, no\nInternet Group Intellectual Property or product, technology or service of the\nInternet Group is subject to any proceeding or outstanding decree, order,\njudgment, settlement or other similar agreement or stipulation that restricts in\nany manner the use, transfer or licensing thereof by Parent, any of the Internet\nGroup Companies or any of their respective subsidiaries, as the case may be, or\nwould affect the validity, use or enforceability of such Internet Group\nIntellectual Property.\n\n       (l)   The consummation of the transaction contemplated by this Agreement\nwill not result in the loss of, or otherwise adversely affect, any ownership\nrights of Parent, any of the Internet Group Companies or any of their respective\nsubsidiaries in any Internet Group Intellectual Property material to the\nInternet Group, or result in the breach or termination of any license, contract\nor agreement to which any of the foregoing persons are a party with respect to\nany Internet Group Intellectual Property material to the Internet Group. The\nconsummation of the transactions contemplated by this Agreement will not cause\nor obligate Parent, any of the Internet Group Companies or any of their\nrespective subsidiaries to (i) grant to any third party any rights or licenses\nwith respect to any Internet Group Intellectual Property material to the\nInternet Group, or (ii) pay any royalties or other amounts with respect to\nInternet Group Intellectual Property material to the Internet Group in excess of\nthose being paid prior to the Effective Time.\n\n                                       18\n\n \n2.14   Agreements, Contracts and Commitments.\n\n       Section 2.14 of the Parent Disclosure Schedule sets forth all material\nagreements, contracts, covenants, instruments, leases, licenses or commitments\nof the Internet Group (collectively, the \"Internet Group Contracts\"). Parent and\neach of its subsidiaries is in compliance in all material respects with, and has\nnot, in any material respects, breached, violated or defaulted under, or\nreceived notice that it has breached, violated or defaulted in such manner\nunder, any of the terms or conditions of the Internet Group Contracts, nor does\nParent have knowledge of any event that would constitute such a breach,\nviolation or default with the lapse of time, giving of notice or both. Each\nInternet Group Contract is in full force and effect and, to the knowledge of\nParent, is not subject to any material default thereunder by any party obligated\nto Parent or any of its subsidiaries pursuant thereto. Parent and each of its\nsubsidiaries has obtained, or will obtain prior to the Closing Date, all\nnecessary consents, waivers and approvals of parties to any Internet Group\nContract as are required thereunder in connection with the Merger or for such\nInternet Group Contracts to remain in effect without material modification after\nthe Effective Time. Following the Effective Time, Parent and each of its\nsubsidiaries will be permitted to exercise all of their respective rights under\neach Internet Group Contract then in effect without the payment of any\nadditional amounts or consideration other than ongoing fees, royalties or\npayments which Parent or any of its subsidiaries would otherwise be required to\npay had the transactions contemplated by this Agreement not occurred.\n\n2.15   Litigation.\n\n       Except as set forth in the Parent SEC Documents or in Section 2.15 of the\nParent Disclosure Schedule, as of the date hereof, there is no material action,\nsuit or proceeding of any nature pending, or, to Parent's knowledge threatened,\nagainst Parent, any of its subsidiaries or the Internet Group Companies, their\nproperties or any of their officers or directors, relating to the Internet\nGroup. To Parent's knowledge, as of the date hereof, there is no material\ninvestigation pending or threatened against Parent, or any of its subsidiaries\nor the Internet Group Companies or their properties (nor, to the knowledge of\nParent, is there any reasonable basis therefor), relating to the Internet Group\nby or before any Governmental Body.\n\n2.16   Governmental Authorizations.\n\n         Section 2.16 of the Parent Disclosure Schedule sets forth each consent,\nlicense, permit, grant or other authorization issued to Parent or its\nsubsidiaries by a Governmental Body (i) pursuant to which the Internet Group\ncurrently operates or holds any interest in any of their properties or (ii)\nwhich is required for the operation of the Internet Group's business or the\nholding of any such interest, in each case the absence of which would have a\nMaterial Adverse Effect on the Internet Group (herein collectively called the\n\"Internet Group Authorizations\"). The Internet Group Authorizations are in full\nforce and effect and constitute all licenses, permits, grants or other\nauthorizations by Governmental Bodies required to permit the Internet Group to\noperate or conduct its \n\n                                       19\n\n \nbusiness or hold any interest in its properties or assets, in each case except\nto the extent that would not result in a Material Adverse Effect on the Internet\nGroup.\n\n2.17   Minute Books.\n\n       The minutes of the Internet Group Companies made available to counsel for\nthe Company are the only minutes of the Internet Group Companies.\n\n2.18   Environmental Matters.\n\n       (a)   Hazardous Material. Except as would not have a Material Adverse\nEffect on the Internet Group: none of the Internet Group Companies has: (i)\noperated any underground storage tanks at any property that any Internet Group\nCompany has at any time owned, operated, occupied or leased; or (ii) illegally\nreleased in violation of applicable environmental laws as in effect at the time\nof such release any material amount of any substance that has been designated by\nany Governmental Body or by applicable federal, state or local law to be\nradioactive, toxic, hazardous or otherwise a danger to health or the\nenvironment, including, without limitation, PCBs, asbestos, petroleum, and\nureaformaldehyde and all substances listed as hazardous substances pursuant to\nthe Comprehensive Environmental Response, Compensation, and Liability Act of\n1980, as amended, or defined as a hazardous waste pursuant to the United States\nResource Conservation and Recovery Act of 1976, as amended, and the regulations\npromulgated pursuant to said laws, but excluding office, maintenance and\njanitorial supplies used in the ordinary course of business (a \"Hazardous\nMaterial\"). No Hazardous Materials are present as a result of the deliberate\nactions of Parent or any of its subsidiaries in, on or under any property,\nincluding the land and the improvements, ground water and surface water thereof,\nthat any Internet Group Company currently owns, operates, occupies or leases,\nexcept for such Hazardous Materials which would not have a Material Adverse\nEffect on the Internet Group.\n\n       (b)   Hazardous Materials Activities. Except as would not have a Material\nAdverse Effect on the Internet Group: none of the Internet Group Companies has\nillegally transported, stored, used, manufactured, disposed of, released or\nexposed its employees or others to Hazardous Materials in violation of any\nenvironmental law as in effect at the time of such transport, storage, use,\nmanufacture, disposal, release or exposure, nor has any Internet Group Company\nillegally disposed of, transported, sold, or manufactured any product containing\na Hazardous Material in violation of any environmental law as in effect at the\ntime of such transport, manufacture, disposal or sale (any or all of the\nforegoing being collectively referred to as \"Hazardous Materials Activities\").\n\n       (c)   Permits. Except as would not have a Material Adverse Effect on the\nInternet Group, Parent and its subsidiaries currently hold all material\nenvironmental approvals, permits, licenses, clearances and consents (the\n\"Environmental Permits\"), if any, necessary for the conduct of any Hazardous\nMaterial Activities by any Internet Group Company and the other businesses of\nInternet Group as such activities and businesses are currently being conducted.\n\n                                       20\n\n \n       (d)   Environmental Liabilities. Except as would not have a Material\nAdverse Effect on the Internet Group, no action, proceeding, revocation\nproceeding, amendment procedure, writ, injunction or claim is pending and served\nor, to Parent's knowledge threatened, against Parent or any subsidiary of Parent\nconcerning any Environmental Permit, Hazardous Material or any Hazardous\nMaterials Activity of the Internet Group. Except as would not have a Material\nAdverse Effect on the Internet Group, Parent has no knowledge of any fact or\ncircumstance which would reasonably be expected to involve the Internet Group in\nany environmental litigation or impose upon the Internet Group any environmental\nliability.\n\nThe representations set forth in this Section 2.18 are the sole and exclusive\nrepresentations of Parent with respect to the subject matter hereof, including,\nwithout limitation, with respect to environmental laws, Environmental Permits,\nHazardous Materials or Hazardous Materials Activities.\n\n2.19   Brokers' and Finders' Fees.\n\n       Except as set forth in Section 2.19 of the Parent Disclosure Schedule,\nParent has not incurred, nor will it incur, directly or indirectly, any\nliability for brokerage or finders' fees or agents' commissions or any similar\ncharges in connection with this Agreement or any transaction contemplated\nhereby.\n\n2.20   Employee Benefit Plans; Employment Matters.\n\n       (a)   Definitions.\n\n             For purposes of this Section 2.20, the following terms shall have\nthe meanings set forth below:\n\n             (i) \"Affiliate\" shall mean any other person or entity under common\ncontrol with Parent within the meaning of Section 414(b), (c), (m) or (o) of the\nCode and the regulations thereunder.\n\n             (ii) \"Employee Plan\" shall refer to any plan, program, policy,\ncontract or agreement or other arrangement providing for bonuses, severance or\nretention payments or benefits, termination pay, deferred compensation,\npensions, profit sharing, performance awards, stock or stock- related awards, or\nfringe benefits, or other employee benefits of any kind, written or otherwise,\nfunded or unfunded, including, without limitation, any plan which is or has been\nmaintained, contributed to, or required to be contributed to, by Parent or any\naffiliate for the benefit of any Employee, and pursuant to which Parent or any\naffiliate has or may have any material liability, contingent or otherwise.\n\n             (iii) \"Employee\" shall mean any current, former, or retired\nemployee, consultant, officer, or director of Parent or any of its subsidiaries\nwho performs services to the Internet Group.\n\n                                       21\n\n \n       (b)   Employee Plans. Except as disclosed in the Parent SEC Documents or\nas would not have a Material Adverse Effect on the Internet Group, all Employee\nPlans are in compliance with all applicable requirements of law, including ERISA\nand the Code, and in compliance with the terms of such Employee Plans.\n\n\n       (c)   Employment Matters.\n\n       Except as disclosed in the Parent SEC Documents or as would not have a\nMaterial Adverse Effect on the Internet Group, as of the Effective Time. Parent\nand its subsidiaries will be in compliance in all material respects with all\nmaterial applicable laws, rules and regulations respecting employment,\nemployment practices, terms and conditions of employment and wages and hours, in\neach case, with respect to Employees.\n\n2.21   Parent Charter Amendment and Parent Common Stock Policies.\n\n       The Board of Directors of Parent has unanimously approved (i) the\nParent Charter Amendment, which amendment, subject to the approval of the\nholders of a majority of the shares of Parent Common Stock outstanding as of the\nrecord date for the Parent Stockholders Meeting (as defined in Section 5.2) and\nthe filing thereof with the Secretary of State of Delaware, will become\neffective immediately prior to the Effective Time and (ii) the Parent Common\nStock Policies which will become effective as of the Effective Time.\n\n2.22   Compliance with Laws.\n\n       Parent and its subsidiaries have complied in all material respects with,\nare not in material violation of, and have not received any notices of material\nviolation with respect to, any material federal, state or local statute, law or\nregulation relating to the operation of the Internet Group's business.\n\n2.23   Opinion of Financial Advisor.\n\n       The Board of Directors of Parent has received an opinion of Goldman Sachs\n&amp; Co. to the effect that, as of the date hereof, the consideration to be paid by\nParent pursuant to this Agreement is fair to Parent from a financial point of\nview.\n\n2.24    Reorganization.\n\n       As of the date hereof, Parent does not have any knowledge of any fact or\ncircumstance that is reasonably likely to prevent the Merger from qualifying as\na reorganization described in section 368(a) of the Code.\n\n                                       22\n\n \n                                  ARTICLE III\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n       The Company hereby represents and warrants to Parent, subject to such\nexceptions as are specifically disclosed in the disclosure schedule supplied by\nthe Company to Parent (the \"Company Disclosure Schedule\"), as of the date hereof\nand as of the Effective Time as though made at the Effective Time, as follows:\n\n3.1    Organization, Standing and Power.\n\n       The Company is a corporation duly organized, validly existing and in good\nstanding under Delaware law. The Company has the corporate power to own, lease\nand operate its properties and to carry on its business as now being conducted\nand is duly qualified to do business and is in good standing as a foreign\ncorporation in each jurisdiction in which the failure to be so qualified would\nhave a Material Adverse Effect on the Company. The Company has delivered to\nParent a true and correct copy of the Amended and Restated Certificate of\nIncorporation and Bylaws of the Company, as amended to date. Each of the Company\nSubsidiaries (as defined in Section 3.2) is duly organized, validly existing and\nin good standing under the laws of the jurisdiction of its incorporation or\nformation and has the corporate or other applicable power to own its property\nand to carry on its business as now being conducted. Each of the Company\nSubsidiaries is duly qualified to do business and in good standing in each\njurisdiction outside of the jurisdiction of its incorporation or formation in\nwhich the failure to be so qualified would have a Material Adverse Effect on the\nCompany. The Company has made available a true and correct copy of the charter\nand bylaws or other organizational document of each of the Company Subsidiaries,\neach as amended to date, to Parent.\n\n3.2    Company Subsidiaries.\n\n       Except as set forth in Section 3.2 of the Company Disclosure Schedule,\nthe Company does not have, and has never had, any subsidiaries, in each case\nthat would be required to be listed as a \"Subsidiary\" in exhibits to the\nperiodic reports of the Company under the Exchange Act. The entities set forth\nin Section 3.2 of the Company Disclosure Schedule are hereinafter occasionally\nreferred to individually as a \"Company Subsidiary\" and collectively as the\n\"Company Subsidiaries,\" except as otherwise set forth in Section 3.2 of the\nCompany Disclosure Schedule. Section 3.2 of the Company Disclosure Schedule also\nsets forth the form and percentage interest of the Company in the Company\nSubsidiaries and, to the extent that a Company Subsidiary set forth thereon is\nnot wholly owned by the Company, lists the other person or persons, or entity or\nentities, who have an interest in such Company Subsidiary and the percentage of\nsuch interest.\n\n3.3    Authority; No Conflict; Consents.\n\n       The Company has all requisite corporate power and authority to enter\ninto this Agreement and to consummate the transactions contemplated hereby. The\nexecution and \n\n                                       23\n\n \ndelivery of this Agreement, and the consummation of the transactions\ncontemplated hereby have been duly authorized by all necessary corporate action\non the part of the Company, and no further action is required on the part of the\nCompany to authorize this Agreement or the transactions contemplated hereby,\nsubject only to the approval of this Agreement by the Company's stockholders\n(which approval must include approval by more than 50% of the Company's total\ncurrent voting power held by the Disinterested Stockholders (as defined below)).\nThis Agreement and the Merger have been unanimously approved by \"Disinterested\nDirectors\" of the Company, as defined in the Amended and Restated Certificate of\nIncorporation of the Company. The Disinterested Directors of the Company have\nduly and validly authorized and approved by all necessary corporate action, this\nAgreement, the Support Agreement and the transactions contemplated hereby and\nthereby, so that by the execution and delivery hereof no restrictive provision\nof any \"fair price,\" \"moratorium,\" \"control-share acquisition,\" \"interested\nstockholders\" or other similar anti-takeover statute or regulation (including,\nwithout limitation, Section 203 of the Delaware General Corporation Law) or\nrestrictive provision of any applicable anti-takeover provision in the Amended\nand Restated Certificate of Incorporation or Bylaws of the Company is, or at the\nclosing of the transactions contemplated hereby will be, applicable to the\nCompany, Parent, Acquisition Company and the Parent Common Stock, the Merger or\nany other transaction contemplated by this Agreement and so that the\ntransactions contemplated hereby and by the Support Agreement may be consummated\nas promptly as practicable on the terms contemplated hereby and thereby. This\nAgreement has been, and all agreements to be executed and delivered in\nconnection with the transactions contemplated hereby by the Company or any of\nthe Company Subsidiaries will be, duly executed and delivered by the Company\nand, assuming the due authorization, execution and delivery by the other parties\nhereto and thereto, constitute the valid and binding obligations of the Company,\nenforceable in accordance with their respective terms, except as such\nenforceability may be limited by principles of public policy and subject to the\nlaws of general application relating to bankruptcy, insolvency and the relief of\ndebtors and to rules of law governing specific performance, injunctive relief or\nother equitable remedies. The execution and delivery by the Company of this\nAgreement does not, and all agreements to be executed and delivered in\nconnection with the transactions contemplated hereby by the Company or any of\nthe Company Subsidiaries will not, and the performance and consummation of the\ntransactions contemplated hereby and thereby will not, result in any Conflict\nwith (i) any provision of the Amended and Restated Certificate of Incorporation\nor Bylaws of the Company, (ii) any material mortgage, indenture, lease, contract\nor other agreement or instrument, permit, concession, franchise or license to\nwhich the Company or any Company Subsidiary, or any of their properties or\nassets are subject, or (iii) any judgment, order, decree, statute, law,\nordinance, rule or regulation applicable to the Company or any Company\nSubsidiary or their respective properties or assets, except in the case of\nclauses (ii) and (iii) above, as would not have a Material Adverse Effect on the\nCompany. Except as set forth in Section 3.3 of the Company Disclosure Schedule,\nno consent, waiver, approval, order or authorization of, or registration,\ndeclaration or filing with, any Governmental Body or any other party is required\nby or with respect to the Company in connection with the execution and delivery\nof this Agreement or the consummation of the transactions contemplated hereby,\nexcept for (i) the filing with the\n\n                                       24\n\n \nSEC of the Joint Proxy Statement, (ii) the filing of the Certificate of Merger\nwith the Secretary of State of the State of Delaware, (iii) such consents,\nwaivers, approvals, orders, authorizations, registrations, declarations and\nfilings as may be required under applicable federal and state securities laws,\n(iv) any applicable filings required under the HSR Act, (v) the approval of this\nAgreement and the Merger by the Company's stockholders (which approval must\ninclude approval by more than 50% of the Company's total current voting power\nheld by the \"Disinterested Stockholders\" of the Company, as defined in the\nCompany's Amended and Restated Certificate of Incorporation), (vi) any other\nsuch filings or approvals as may be required under Delaware law and (vii) such\nconsents, waivers, approvals, orders authorizations, registrations,\ndeclarations, and filings, which, if not obtained or made, would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company\nor prevent or materially delay the consummation of the transactions contemplated\nhereby.\n\n3.4    Company Capital Structure.\n\n       (a)   The authorized capital stock of the Company consists of 500,000,000\nshares of Company Common Stock of which 62,169,544 shares are issued and\noutstanding as of June 30, 1999, and 25,000,000 shares of preferred stock, par\nvalue $.001 per share, of which no shares are issued and outstanding as of the\ndate hereof. All issued and outstanding shares of Company Capital Stock have\nbeen duly authorized, and are validly issued, fully paid and non-assessable and\nnot subject to preemptive rights created by statute, the Amended and Restated\nCertificate of Incorporation or Bylaws of the Company or any agreement to which\nthe Company is a party or by which it is bound and have been issued in\ncompliance with federal and state securities laws. There are no declared or\naccrued unpaid dividends with respect to any shares of Company Capital Stock.\nThe Company has no other capital stock authorized, issued or outstanding.\n\n       (b)   Except for those option plans of the Company set forth in the\nCompany SEC Documents (as defined in Section 3.5) (the \"Company Option Plans\"),\nthere is no stock option plan or other plan providing for equity compensation of\nany person maintained by the Company or a Company Subsidiary. As of June 30,\n1999, the Company has reserved 13,825,000 shares of Company Capital Stock for\nissuance to employees and consultants pursuant to the Company Option Plans, of\nwhich options to purchase 11,318,423 shares of Company Capital Stock have been\nissued as of the date hereof, of which 9,797,948 shares remain subject to\noptions unexercised as of the date hereof. Section 3.4(b) of the Company\nDisclosure Schedule sets forth the name of the holder of any Company Capital\nStock subject to vesting, the number of shares of Company Capital Stock subject\nto vesting and the vesting schedule for such Company Capital Stock, including\nthe extent vested as of the most recent practicable date, and sets forth the\nname of the holder of any Company Options, the number of shares of Company\nCapital Stock subject to such Company Options and the vesting schedule for such\nCompany Options, including the extent vested to date. Except as set forth in\nSection 3.4(b) of the Company Disclosure Schedule, there is no outstanding\nCompany Capital Stock which is subject to vesting or Company Options, and there\nare no options, warrants, calls, rights, commitments or agreements of any\ncharacter, written or oral, to which the Company or any Company Subsidiary is a\nparty or by which it is bound \n\n                                       25\n\n \nobligating the Company or any Company Subsidiary to issue, deliver, sell,\nrepurchase or redeem, or cause to be issued, delivered, sold, repurchased or\nredeemed, any shares of Company Capital Stock or interests in any Company\nSubsidiary, as the case may be, or obligating the Company or any Company\nSubsidiary to grant, extend, accelerate the vesting of, change the price of,\notherwise amend or enter into any such option, warrant, call, right, commitment\nor agreement. There are no outstanding or authorized stock appreciation, phantom\nstock, profit participation, or other similar rights with respect to the Company\nor any Company Subsidiary. Except as contemplated by this Agreement, to the\nCompany's knowledge, there are no voting trusts, proxies, or other agreements or\nunderstandings with respect to the voting stock of the Company or any Company\nSubsidiary.\n\n3.5    SEC Documents and Company Financial Statements.\n\n       The Company has furnished Parent with a true and complete copy of all of\nits filings with the SEC since January 1, 1998 through the date hereof (the\n\"Company SEC Documents\"). Each of the Company SEC Documents when filed (i)\ncomplied as to form in all material respects with the applicable requirements of\nthe Exchange Act and (ii) was true and correct in all material respects and did\nnot omit to state any material fact required to be stated therein or necessary\nto make the statements made therein, in light of the circumstances under which\nthey were made, not misleading, except in each case as superseded in any\nsubsequent filings. All financial statements (including any related Schedules or\nnotes) of the Company included in the Company SEC Documents were prepared in\naccordance with GAAP, are consistent with each other, and fairly present in all\nmaterial respects the consolidated financial condition and consolidated\noperating results and cash flows of the Company as of their respective dates and\nduring the periods indicated therein, subject, in the case of unaudited\nfinancial statements, to normal year-end adjustments, which will not be material\nin amount. The Company maintains a system of internal accounting controls\nsufficient to provide reasonable assurance that transactions are recorded as\nnecessary to permit preparation of financial statements in conformity with GAAP\nand to maintain asset accountability. The Company's unaudited consolidated\nbalance sheet as of March 31, 1999 included within the Company SEC Documents is\nreferred to herein as the \"Company Current Balance Sheet,\" and the Company's\naudited consolidated balance sheet as of October 3, 1998 and its audited\nconsolidated statements of operations and cash flows for the period then ended\nincluded in the Company SEC Documents are referred to herein as the \"Company\nFinancials.\"\n\n3.6    No Undisclosed Liabilities.\n\n       Except (i) as reflected in the Company Current Balance Sheet, (ii) as set\nforth in Section 3.6 to the Company Disclosure Schedule, or (iii) with respect\nto any matter arising in the ordinary course of business consistent with past\npractices since March 31, 1999, the Company and the Company Subsidiaries have no\nliability, indebtedness, obligation, expense, claim, deficiency, guarantee or\nendorsement of any type, including any related to Taxes, whether accrued,\nabsolute, contingent, matured, unmatured or other, which individually or in the\naggregate are required to be reflected or reserved against on the consolidated\nbalance sheet of the Company and the Company Subsidiaries in \n\n                                       26\n\n \naccordance with GAAP, or that, individually or in the aggregate, would have a\nMaterial Adverse Effect on the Company. In addition, since March 31, 1999, there\nhas not been any declaration, setting aside or payment of a dividend or other\ndistribution with respect to the Company Capital Stock or any material change in\naccounting methods or practices by the Company or any Company Subsidiary.\n\n3.7    No Changes.\n\n       Since the date of the Company Current Balance Sheet, except as otherwise\nexpressly contemplated by this Agreement, the Company and the Company\nSubsidiaries have conducted their business in the ordinary course consistent\nwith past practice and there has not been any action, event, occurrence,\ndevelopment, change in method of doing business or state of circumstances or\nfacts that, individually or in the aggregate, has had a Material Adverse Effect\non Company.\n\n3.8    Restrictions on Business Activities.\n\n       Except as described in Section 3.8 of the Company Disclosure Schedule as\nof the date hereof, there is no agreement (non-compete or otherwise),\ncommitment, judgment, injunction, order or decree to which the Company or any of\nthe Company Subsidiaries is a party or otherwise binding upon the Company or the\nCompany Subsidiaries which has the effect of prohibiting any business practice\nof the Company, any acquisition or property (tangible or intangible) by the\nCompany or the conduct of the business by the Company which would have a\nMaterial Adverse Effect on the Company and the Internet Group taken as a whole.\nWithout limiting the foregoing, as of the date hereof, none of the Company or\nthe Company Subsidiaries has entered into any agreement under which the Company\nor any of the Company Subsidiaries is restricted from selling, licensing or\notherwise distributing any of its material technology or products to or\nproviding services to or selling advertising to, customers or potential\ncustomers or any class of customers, in any geographic area, during any period\nof time or in any market which would have a Material Adverse Effect on the\nCompany and the Internet Group taken as a whole.\n\n3.9    Title to Properties; Absence of Liens and Encumbrances.\n\n       The Company SEC Documents set forth all material real property used in\nthe Company's business. The Company or the Company Subsidiaries, as the case may\nbe, has good and valid title to, or, in the case of leased properties and\nassets, valid leasehold interests in, all material tangible properties and\nassets, real, personal and mixed, used or held for use in connection with\nbusiness of the Company and the Company Subsidiaries, free and clear of any\nLiens, except (i) as reflected in the Company Current Balance Sheet, (ii) for\nTaxes not yet due and payable or delinquent and (iii) where such imperfections\nof title and encumbrances, if any, are not material in character, amount or\nextent, and do not materially detract from the value, or materially interfere\nwith the present use, of the property subject thereto or affected thereby.\n\n                                       27\n\n \n3.10   Brokers' and Finders' Fees.\n\n       Except for those fees payable to Merrill Lynch &amp; Co., Inc. (\"Merrill\nLynch\"), as financial advisor to the Company (the \"Company Financial Advisor\")\npursuant to an engagement letter, a true and correct copy of which has been\nfurnished to Parent, neither the Company nor any Company Subsidiary has\nincurred, nor will it incur, directly or indirectly, any liability for brokerage\nor finders' fees or agents' commissions or any similar charges in connection\nwith this Agreement or any transaction contemplated hereby.\n\n3.11   Litigation.\n\n       Except as set forth in the Company SEC Documents or in Section 3.11 of\nthe Company Disclosure Schedule, as of the date hereof, there is no material\naction, suit or proceeding of any nature pending, or, to the Company's knowledge\nthreatened, against the Company or any of the Company Subsidiaries, their\nproperties or any of their officers or directors. To the Company's knowledge, as\nof the date hereof, there is no material investigation pending or threatened\nagainst the Company or any of the Company Subsidiaries, their properties or any\nof their officers or directors (nor, to the knowledge of the Company, is there\nany reasonable basis therefor) by or before any Governmental Body.\n\n3.12   Taxes.\n\n       (a)   Tax Definitions.\n\n             (i) \"Tax\" or, collectively, \"Taxes\" means (A) any and all federal,\nstate, local and foreign taxes, assessments and other governmental charges,\nduties, impositions and liabilities, including taxes based upon or measured by\ngross receipts, income, profits, sales, use and occupation, and value added, ad\nvalorem, transfer, franchise, withholding, payroll, recapture, employment,\nexcise and property taxes, together with all interest, penalties and additions\nimposed with respect to such amounts; (B) any liability for the payment of any\namounts of the type described in clause (A) as a result of being or ceasing to\nbe a member of an affiliated, consolidated, combined or unitary group for any\nperiod (including, without limitation, any liability under Treas. Reg. Section\n1.1502-6 or any comparable provision of foreign, state or local law); and (C)\nany liability for the payment of any amounts of the type described in clause (A)\nor (B) as a result of any express or implied obligation to indemnify any other\nperson or as a result of any obligations under any agreements or arrangements\nwith any other person with respect to such amounts and including any liability\nfor taxes of a predecessor entity.\n\n              (ii) \"Tax Return\" means any report, return, election, notice,\nestimate, declaration, information statement and other forms and documents\n(including, without limitation, all schedules, exhibits and other attachments\nthereto) relating to and filing or required to be filed with a Taxing authority\nin connection with any Taxes (including, without limitation, estimated Taxes).\n\n                                       28\n\n \n              (iii) \"Lien\" means any lien, pledge, charge, claim, restriction or\ntransfer, mortgage, security interest or other encumbrance of any sort.\n\n        (b)   Tax Returns and Audits.\n\n              (i) As of the Effective Time, the Company and the Company\nSubsidiaries will have prepared and timely filed (or caused to be prepared and\ntimely filed) all required federal Tax Returns and all material, state, local\nand foreign Tax Returns, relating to any and all Taxes concerning or\nattributable to the Company and the Company Subsidiaries or their operations and\nsuch Tax 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 is made hereby regarding the\nsize or availability of net operating losses of the Company or the Company\nSubsidiaries.\n\n              (ii) Except to the extent the failure to do so would not be\nmaterial, as of the Effective Time, the Company and each of the Company\nSubsidiaries (A) will have paid (or caused to be paid) all Taxes that the\nCompany or any Company Subsidiary is required to pay and will have withheld (or\ncaused to be withheld) with respect to employees of the Company and\/or the\nCompany Subsidiaries, or otherwise, all federal and state income taxes, FICA,\nFUTA and other Taxes required to be withheld, and (B) will have accrued on the\nCompany Financials, all Taxes attributable to the operations of the Company and\nthe Company Subsidiaries for the periods covered by the Company Financials in\naccordance with GAAP. The Company and the Company Subsidiaries will not have\nincurred any material liability for Taxes for the period from the date of the\nCompany Current Balance Sheet to the Effective Time other than in the ordinary\ncourse of business;\n\n              (iii) There has been no delinquency in the payment of any\nmaterial, unaccrued Tax with respect to the Company, any of the Company\nSubsidiaries or their operations, nor is there any material Tax deficiency\noutstanding, assessed or proposed with respect to the operations of the Company\nor any of the Company Subsidiaries, nor has the Company or any of the Company\nSubsidiaries executed any waiver of any statute of limitations on or extending\nthe period for the assessment or collection of any Tax relating to the Company\nor any of the Company Subsidiaries;\n\n              (iv) No audit or other examination of any federal Tax Return or\nany material state, local or foreign Tax Return relating to Taxes with respect\nto the Company or any Company Subsidiary is presently in progress, nor has the\nCompany or any Company Subsidiary been notified in writing of any request for\nsuch an audit or other examination;\n\n              (v) There are (and there will be immediately following the\nEffective Time) no Liens on the assets of the Company or any of the Company\nSubsidiaries relating to or attributable to Taxes other than Liens for Taxes not\nyet due and payable;\n\n                                       29\n\n \n              (vi) Other than with respect to Parent or its subsidiaries,\nneither the Company nor any of the Company Subsidiaries is a party to any Tax\nsharing, Tax indemnification or Tax allocation agreement nor does the Company or\nany of the Company Subsidiaries owe any amount under any such agreement;\n\n              (vii) Neither the Company nor any of the Company Subsidiaries has\nfiled any consent agreement under Section 341(f) of the Code or agreed to have\nSection 341(f)(4) of the Code apply to any disposition of a subsection (f) asset\n(as defined in Section 341(f)(4) of the Code) owned by the Company or a Company\nSubsidiary;\n\n              (viii) The Company and each of the Company Subsidiaries have made\navailable to Parent or its legal counsel, copies of all foreign, federal and\nstate income and all state sales and use Tax Returns for the Company and each\nCompany Subsidiary filed for all periods since its inception; and\n\n              (ix) Notwithstanding anything herein to the contrary, no\nrepresentation or warranty with respect to Taxes is made concerning any Tax\nliability to Parent or any of its subsidiaries or any Tax matter whatsoever\narising out of transactions contemplated by this Agreement.\n\n       (c)   Compensation Taxes.\n\n       There is no contract, agreement, plan or arrangement to which the Company\nis a party as of the date of this Agreement, including, but not limited to, the\nprovisions of this Agreement, covering any service provider or former service\nprovider to the Company or any Company Subsidiary, which as a result of the\nMerger (either alone or together with the occurrence of any additional or\nsubsequent events), could give rise to the payment of any amount that would not\nbe deductible pursuant to Sections 280G, 404 or 162(m) of the Code.\n\n       (d)   Reorganization.\n\n       As of the date hereof, the Company does not have any knowledge of any \nfact or circumstance that is reasonably likely to prevent the Merger from\nqualifying as a reorganization described in section 368(a) of the Code.\n\n\n3.13   Employee Benefit Plans; Compensation.\n\n       (a)   Definitions.\n\n             For purposes of this Section 3.13, the following terms shall have\nthe meanings set forth below:\n\n                                       30\n\n \n             (i) As used in this Section 3.13, \"Affiliate\" shall mean any other\nperson or entity under common control with the Company within the meaning of\nSection 414(b), (c), (m) or (o) of the Code and the regulations thereunder.\n\n             (ii) As used in this Section 3.13 and Section 4.1(a), \"Employee\nPlan\" shall refer to any plan, program, policy, contract, agreement or other\narrangement providing for bonuses, severance or retention payments or benefits,\ntermination pay, deferred compensation, pensions, profit sharing, performance\nawards, stock or stock-related awards or fringe benefits of any kind, written or\notherwise, funded or unfunded, including, without limitation, any plan which is\nor has been maintained, contributed to, or required to be contributed to, by the\nCompany or any Affiliate for the benefit of any Employee, and pursuant to which\nthe Company or any Affiliate has or may have any material liability, contingent\nor otherwise.\n\n             (iii) As used in this Section 3.13 and Section 4.1(a), \"Employee\"\nshall mean any current, former, or retired employee, consultant, officer, or\ndirector of the Company or any Affiliate.\n\n             (iv) As used in this Section 3.13 and Section 4.1(a), \"Employee\nAgreement\" shall refer to each employment, severance, retention, stock option,\nstock purchase, restrictive covenant or other agreement or contract between the\nCompany or any Affiliate and any Employee;\n\n       (b)   Schedule. Section 3.13(b) of the Company Disclosure Schedule\ncontains an accurate and complete list of each Employee Plan and each Employee\nAgreement. The Company has provided or made available to Parent true and\ncomplete copies of all Employee Plans and Employee Agreements, all written\nsummaries or material employee communications relating thereto, and all\ngovernmental or regulatory filings, reports or material governmental or\nregulatory communications relating thereto. \n\n       (c)   Employee Plan Compliance.\n\n             (i) The Company has performed in all material respects all \nobligations required to be performed by it under each Employee Plan and Employee\nAgreement and each Employee Plan and Employee Agreement has been established and\nmaintained in material conformity with its terms and in material compliance with\nall applicable laws, statutes, orders, rules and regulations, including ERISA\nand the Code; (ii) each Employee Plan intended to qualify under Section 401(a)\nof the Code and each trust intended to qualify under Section 501(a) of the Code\nhas either received a favorable determination letter with respect to each such\nPlan from the IRS or has remaining a period of time under applicable Treasury\nregulations or IRS pronouncements in which to apply for such a determination\nletter and make any amendments necessary to obtain a favorable determination;\n(iii) there are no actions, suits or claims pending, or, to the knowledge of the\nCompany, threatened or anticipated (other than routine claims for benefits)\nagainst any Employee Plan or against the assets of any Employee Plan; (iv) each\nEmployee Plan can be amended, terminated or otherwise discontinued after the\nEffective Time in accordance with its terms, without liability to the Company,\nany of the Company \n\n                                       31\n\n \nSubsidiaries, Parent, Acquisition Company or any Affiliate (other than ordinary\nadministration expenses typically incurred in a termination event); and (v)\nthere are no inquiries or proceedings pending or, to the knowledge of the\nCompany, threatened by the IRS or DOL with respect to any Employee Plan.\n\n       (d)   No Pension Plans.\n\n             The Company or any of its Affiliates does not now, nor have\nthey ever, maintained, established, sponsored, participated in, or contributed\nto, any Employee 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       (e)   No Multiemployer Plans.\n\n             At no time has the Company or any of its Affiliates\ncontributed to or been requested to contribute to any Employer Plan that is a\n\"multiemployer plan\" as defined in Section 3(37) of ERISA.\n\n       (f)   No Post-Employment Obligations.\n\n             No Employee Plan provides, or has any liability to provide,\nlife insurance, medical or other employee welfare benefits to any Employee upon\nhis or her retirement or termination of employment for any reason, except as may\nbe required by statute, and has not represented, promised or contracted (whether\nin oral or written form) to any Employee (other than (i) benefit coverage\nmandated by applicable law, including benefits provided pursuant to the\nConsolidated Omnibus Budget Reconciliation Act of 1985, as amended and the\nregulations thereunder (\"COBRA\"), (ii) benefits the full cost of which are borne\nby current or former employees of the Company (or such employees' beneficiaries\nor dependents); (iii) disability benefits under any of the Employee Plans; (iv)\nbenefits under any Employment Agreement and (v) life insurance benefits for any\nEmployee who dies while in service with the Company (either individually or to\nEmployees as a group)) that such Employees(s) would be provided with life\ninsurance, medical or other employee welfare benefits upon their retirement or\ntermination of employment, except to the extent required by statute.\n\n       (g)   Effect of Transaction.\n\n             Except as set forth in Section 3.13(g) of the Company\nDisclosure Schedule, the execution of this Agreement and the consummation of the\ntransactions contemplated hereby will not (either alone or upon the occurrence\nof any additional or subsequent events) constitute an event under any Employee\nPlan, Employee Agreement, trust or loan that will or may result in any payment\n(whether of severance pay or otherwise), acceleration, forgiveness of\nindebtedness, stock option or restricted stock vesting acceleration,\ndistribution, increase in benefits or obligation to fund benefits with respect\nto any Employee (except to the extent required by the Code and ERISA if Parent\ncauses a partial or full termination to occur under any Employee Plan).\n\n       (h)   Employment Matters.\n\n                                       32\n\n \n             The Company (i) is in compliance in all material respects with\nall material applicable laws, rules and regulations respecting employment,\nemployment practices, terms and conditions of employment and wages and hours, in\neach case, with respect to Employees; (ii) has withheld all amounts required by\nlaw or by agreement to be withheld from the wages, salaries and other payments\nto Employees; (iii) is not liable for any arrears of wages or any taxes or any\npenalty for failure to comply with any of the foregoing; (iv) is not liable for\nany payment to any trust or other fund or to any governmental or administrative\nauthority, with respect to unemployment compensation benefits, social security\nor other benefits or obligations for Employees.\n\n       (i)   Labor.\n\n             The Company has not engaged in any unfair labor practices\nwhich could, individually or in the aggregate, directly or indirectly result in\nany material liability to the Company, the Company Subsidiaries or any\nAffiliate. None of the Company or any Company Subsidiary is presently a party\nto, or bound by, any collective bargaining agreement or union contract with\nrespect to Employees and no collective bargaining agreement is being negotiated\nby the Company.\n\n3.14   Compliance with Laws.\n\n       The Company and the Company Subsidiaries have complied in all material\nrespects with, are not in violation of, and have not received any notices of\nviolation with respect to, any material foreign, federal, state or local\nstatute, law or regulation.\n\n3.15    Agreements, Contracts, Commitments.\n\n       The Company and each Company Subsidiary is in compliance in all material\nrespects with, and has not, in any material respects, breached, violated or\ndefaulted under, or received notice that it has breached, violated or defaulted\nin such manner under, any of the terms or conditions of any agreement, contract,\ncovenant, instrument, lease, license or commitment that is included in any\nSecurities Act or Exchange Act filing of the Company as a \"Material Contract\"\n(collectively, \"Company Contracts\"), nor does the Company have knowledge of any\nevent that would cause such a breach, violation or default with the lapse of\ntime, giving of notice or both. Each Company Contract is in full force and\neffect and, to the knowledge of the Company, is not subject to any material\ndefault thereunder by any party obligated to the Company or the Company\nSubsidiaries pursuant thereto. The Company and each Company Subsidiary has\nobtained, or will obtain prior to the Closing Date, all necessary consents,\nwaivers and approvals of parties to any Company Contract as are required\nthereunder in connection with the Merger or for such Contracts to remain in\neffect without material modification after the Effective Time. Following the\nEffective Time, the Company and each Company Subsidiary will be permitted to\nexercise all of their respective rights under each Contract then in effect\nwithout the payment of any additional amounts or consideration other than\nongoing fees, royalties or payments which the Company or Company Subsidiaries\nwould otherwise be required to pay had the transactions contemplated by this\nAgreement not occurred.\n\n                                       33\n\n \n3.16   Intellectual Property.\n\n       (a)   For purposes of this Agreement, \"Company Intellectual Property\"\nshall mean any Intellectual Property owned by or exclusively licensed to the\nCompany (including, without limitation, Patent Number 5,751,956 (\"Method and\nApparatus for Redirection of Server External Hyper-Link References\")) (the\n\"Click-On Patent\") or any of the Company Subsidiaries, but in all events\nexcluding: (i) Intellectual Property owned by or exclusively licensed to\nStarwave Corporation as of the Effective Time as defined in that certain\nAgreement and Plan of Reorganization, dated June 18, 1998, by and among Infoseek\nCorporation, a California corporation, Infoseek Corporation, a Delaware\ncorporation, Starwave Corporation, a Washington corporation, and Disney\nEnterprises, Inc., a Delaware corporation; (ii) Intellectual Property owned by\nParent, any of the Internet Group Companies or their respective subsidiaries\nother than AIV and EIV which Intellectual Property is exclusively licensed to\nAIV and EIV; (iii) Intellectual Property that is or was developed or owned by\nAIV or EIV; (iv) Intellectual Property that is or was developed, funded or owned\nby the Company or any of the Company Subsidiaries (other than AIV and EIV) on\nthe one hand and Parent or any of the Internet Group Companies or any of their\nrespective subsidiaries (other than AIV and EIV) on the other hand and (v)\nLicensor Properties (as defined in that certain License Agreement, dated June\n18, 1998 (the \"License Agreement\") by and among Infoseek Corporation, a\nCalifornia corporation and Disney Enterprises, Inc., a Delaware corporation)\nexclusively licensed to the Company as of the Effective Date (as defined in the\nLicense Agreement).\n\n       (b)   Section 3.16(b) of the Company Disclosure Schedule lists all\nRegistered Intellectual Property owned by, or filed in the name of, the Company\nor any Company Subsidiary except such Registered Intellectual Property the\nabsence of which would not have a Material Adverse Effect on the Company or the\nconduct of the Company's business (the \"Company Registered Intellectual\nProperty\") and lists any proceedings or actions before any court or tribunal\n(including the PTO or equivalent authority anywhere in the world) related to any\nof the Company Registered Intellectual Property, except for any proceeding\nwhich, if adversely determined, would not have a Material Adverse Effect on the\nCompany.\n\n       (c)   Except as set forth in Section 3.16(c) of the Company Disclosure\nSchedule or as would not have a Material Adverse Effect on the Company or the\nconduct of the Company's business, each item of Company Intellectual Property\nowned by Company or the Company Subsidiaries, including all Company Registered\nIntellectual Property listed in Section 3.16(b) of the Company Disclosure\nSchedule, is free and clear of any Liens, except for Liens for Taxes not yet due\nand payable or delinquent. Except as set forth in Section 3.16(c) of the Company\nDisclosure Schedule or as would not have a Material Adverse Effect on the\nCompany, or the conduct of the Company's business, one or more of the Company\nand the Company Subsidiaries, as the case may be: (i) is the exclusive owner of\nor has valid and enforceable rights to use all trade names, logos common law\ntrademarks and service marks used in connection with the operation or conduct of\nthe business of the Company or any of the Company Subsidiaries as currently\nconducted, including the sale of any products or technology or the provision of\nany services by the Company or any of the Company Subsidiaries and (ii) is the\nexclusive owner of or has \n\n                                       34\n\n \nvalid and enforceable rights to use all copyrighted works that are the Company's\nor the Company Subsidiaries' products or any works of authorship used in\nconnection with the operation or conduct of the business of the Company or any\nof the Company Subsidiaries as currently conducted, including the sale of any\nproducts or technology or the provision of any services by the Company or any of\nthe Company Subsidiaries.\n\n       (d)   Except as set forth in Section 3.16(d) of the Company Disclosure\nSchedule and except for any transfers, grants or authorizations that have not or\ndo not have a Material Adverse Effect on the Company or the conduct of the\nCompany's business, neither the Company nor any of the Company Subsidiaries has\ntransferred ownership of or authorized the retention of any rights to use any\nIntellectual Property that is or was Company Intellectual Property to any other\nperson.\n\n       (e)   Except (i) as set forth in Section 3.16(e) of the Company\nDisclosure Schedule, (ii) for Intellectual Property the absence of which would\nnot have a Material Adverse Effect on the Company, (iii) \"shrink-wrap\" software\nand similar widely available commercial end-user software used by the Company or\nCompany Subsidiaries or in the conduct or the Company's and the Company\nSubsidiaries' businesses, and (iv) open source and similar free software\navailable generally without payment of any royalties or other license fees: the\nCompany Intellectual Property constitutes all of the Intellectual Property used\nin or necessary to the conduct of the Company's and the Company Subsidiaries'\nbusiness as currently conducted, including, without limitation, the design,\ndevelopment, copying, performance, display, creation of derivative works,\ndistribution, manufacture, use, import, license and sale of products, technology\nand services of the Company and of any of the Company's Subsidiaries. Except as\nset forth in Section 3.16(e) of the Company Disclosure Schedule, no person who\nhas licensed Intellectual Property to the Company or any of the Company\nSubsidiaries has ownership rights or license rights to improvements in such\nlicensed Intellectual Property provided the foregoing shall apply only to\nimprovements (A) the absence of which would have a Material Adverse Effect on\nthe Company or the conduct of the Company's business and (B) which were made by\nthe Company or any of the Company's Subsidiaries.\n\n       (f)   Except for \"shrink-wrap\" and similar widely available commercial\nend-user licenses or contracts, licenses and agreements the existence,\ntermination or breach of which would not have a Material Adverse Effect on the\nCompany or the conduct of the Company's business, the contracts, licenses and\nagreements listed in Section 3.16(f) of the Company Disclosure Schedule include\nall contracts, licenses and agreements to which the Company or any of the\nCompany Subsidiaries is a party with respect to any Company Intellectual\nProperty.\n\n       (g)   Except as set forth in Section 3.16(g) of the Company Disclosure\nSchedule or except for matters which, if adversely determined, would not have a\nMaterial Adverse Effect on the Company or the conduct of the Company's business:\nthe operation of the business of the Company and the Company Subsidiaries as it\ncurrently is conducted, including, without limitation, the design, development,\ncopying, performance, display, creation of derivative works, distribution,\nmanufacture, use, import, license and sale of products, technology and services\nof the Company or any of the Company Subsidiaries, \n\n                                       35\n\n \ndoes not infringe or misappropriate the Intellectual Property of any person,\nviolate the rights of any person (including, but not limited to, rights to\nprivacy or publicity), or constitute unfair competition or trade practices under\nthe law of any relevant jurisdiction, and neither the Company nor any of the\nCompany Subsidiaries has received notice from any person claiming that such\noperation, or any act, product, technology or service of or by the Company or\nany of the Company Subsidiaries infringes or misappropriates the Intellectual\nProperty of any person or that the Company or any of the Company Subsidiaries\nhas engaged in unfair competition or trade practices under the laws of any\nrelevant jurisdiction (nor does the Company or any Company Subsidiary have\nknowledge of any basis therefor).\n\n       (h)   To the Company's knowledge, there is no prior art that would\ncompromise the validity of the Click-On Patent under any subsection of 35 U.S.C.\nSection 102. The Company has no knowledge of any public knowledge or use\nanywhere, by anyone, of the subject matter disclosed in the Click-On Patent\nbefore the invention date. The Company has no knowledge of the subject matter\ndisclosed in the Click-On Patent having been patented or described anywhere in a\nprinted publication by anyone before the invention date. The Company has no\nknowledge of the subject matter disclosed in the Click-On Patent having been in\npublic use or on sale anywhere, by anyone, before February 22, 1995.\n\n       (i)   All necessary registration, maintenance and renewal fees in\nconnection with Company Registered Intellectual Property the absence of which\nwould have a Material Adverse Effect on the Company or the conduct of the\nCompany's business have been paid and all necessary documents and certificates\nin connection with such Company Registered Intellectual Property have been filed\nwith the relevant patent, copyright, trademark or other authorities in the\nUnited States or foreign jurisdictions, as the case may be, for the purposes of\nmaintaining such Registered Intellectual Property when commercially reasonable.\n\n       (j)   Except as set forth in Section 3.16(j) of the Company Disclosure\nSchedule or for those contracts, licenses and agreements the existence,\ntermination or breach of which would not have Material Adverse Effect on the\nCompany or the conduct of the Company's business, there are no contracts,\nlicenses or agreements between the Company or any of the Company Subsidiaries\nand any other person with respect to Company Intellectual Property under which\nthere is any dispute regarding the scope of such contract, license or agreement\nor performance under such contract, license or agreement, including with respect\nto any payments to be made or received by the Company or any Company Subsidiary\nwhich, if adversely determined, would have a Material Adverse Effect on the\nCompany or the conduct of the Company's business.\n\n       (k)   Except as set forth in Section 3.16(k) of the Company Disclosure\nSchedule or for pending claims which, if successfully asserted, would not have a\nMaterial Adverse Effect on the Company or the conduct of the Company's business,\nthere is no pending claim by the Company or any Company Subsidiary against any\nperson for infringing or misappropriating any Company Intellectual Property.\nWithout limiting the generality of the foregoing, to the knowledge of the\nCompany or any Company Subsidiary, there is no \n\n                                       36\n\n \npending claim by any person other than the Company or any Company Subsidiary\nagainst any person for infringing or misappropriating any Company Intellectual\nProperty which claim, if adversely determined, would have a Material Adverse\nEffect on the Company or the conduct of the Company's business.\n\n       (l)   Except as set forth in Section 3.16(l) of the Company Disclosure\nSchedule or as would not have a Material Adverse Effect on the Company or the\nconduct of the Company's business as currently conducted, no Company\nIntellectual Property or product, technology or service of the Company or any of\nthe Company Subsidiaries is subject to any proceeding or outstanding decree,\norder, judgment, settlement or other similar agreement or stipulation that\nrestricts in any manner the use, transfer or licensing thereof by the Company or\nany Company Subsidiary or would affect the validity, use or enforceability of\nsuch Company Intellectual Property.\n\n       (m)   The consummation of the transactions contemplated by this Agreement\nwill not result in the loss of, or otherwise adversely affect, any ownership\nrights of the Company or any of the Company Subsidiaries in any Company\nIntellectual Property material to the Company, or result in the breach or\ntermination of any license, contract or agreement to which any of the foregoing\npersons are a party with respect to any Company Intellectual Property material\nto the Company. The consummation of the transactions contemplated by this\nAgreement will not cause or obligate the Company or any of the Company\nSubsidiaries to (i) grant to any third party any rights or licenses with respect\nto any Company Intellectual Property material to the Company, or (ii) pay any\nroyalties or other amounts with respect to Company Intellectual Property\nmaterial to the Company in excess of those being paid prior to the Effective\nTime.\n\n3.17   Governmental Authorization.\n\n       Section 3.17 of the Company Disclosure Schedule accurately list each\nconsent, license, permit, grant or other authorization issued to the Company or\nthe Company Subsidiaries by a Governmental Body (i) pursuant to which the\nCompany currently operates or holds any interest in any of its properties or\n(ii) which is required for the operation of the Company's business or the\nholding of any such interest, in each case the absence of which would have a\nMaterial Adverse Effect on the Company (herein collectively called the \"Company\nAuthorizations\"). The Company Authorizations are in full force and effect and\nconstitute all licenses, permits, grants or other authorization by Governmental\nBodies required to permit the Company to operate or conduct its business or hold\nany interest in its properties or assets, in each case except as would not have\na Material Adverse Effect on the Company.\n\n3.18   Environmental Matters.\n\n       (a)   Hazardous Material. Except as would not have a Material Adverse\nEffect on the Company, none of the Company and the Company Subsidiaries has: (i)\noperated any underground storage tanks at any property that any of the Company\nand the Company Subsidiaries has at any time owned, operated, occupied or\nleased; or (ii) illegally released in violation of applicable environmental laws\nas in effect at the time of \n\n                                       37\n\n \nsuch release any material amounts of Hazardous Material. No Hazardous Materials\nare present as a result of the deliberate actions of the Company or any of the\nCompany Subsidiaries in, on or under any property, including the land and the\nimprovements, ground water and surface water thereof, that any of the Company or\nthe Company Subsidiaries has at any time owned, operated, occupied or leased,\nexcept for such Hazardous Materials which would not have a Material Adverse\nEffect on the Company.\n\n       (b)   Hazardous Materials Activities. Except as would not have a Material\nAdverse Effect on the Company: none of the Company or the Company Subsidiaries\nhas illegally transported, stored, used, manufactured, disposed of, released or\nexposed its employees or others to Hazardous Materials in violation of any\nenvironmental law as in effect at the time of such transport, manufacture,\ndisposal or sale, nor has any of the Company or the Company Subsidiaries has\nengaged in illegal Hazardous Materials Activities.\n\n       (c)   Permits. Except as would not have a Material Adverse Effect on the\nCompany, the Company and the Company Subsidiaries currently hold all\nEnvironmental Permits necessary for the conduct of any Hazardous Material\nActivities by any of the Company or the Company Subsidiaries, and the other\nbusinesses of the Company and the Company Subsidiaries as such activities and\nbusinesses are currently being conducted.\n\n       (d)   Environmental Liabilities. Except as would not have a Material\nAdverse Effect on the Company, no action, proceeding, revocation proceeding,\namendment procedure, writ, injunction or claim is pending as served or, to the\nCompany's knowledge threatened, against the Company or any Company Subsidiary\nconcerning any Environmental Permit, Hazardous Material or any Hazardous\nMaterials Activity of the Company or the Company Subsidiaries. The Company has\nno knowledge of any fact or circumstance which would reasonably be expected to\ninvolve the Company or the Company Subsidiaries in any environmental litigation\nor impose upon the Company or the Company Subsidiaries any environmental\nliabilities, in each case which would have a Material Adverse Effect on the\nCompany.\n\nThe representations set forth in this Section 3.18 are the sole and exclusive\nrepresentations of the Company with respect to the subject matter hereof,\nincluding, without limitation, with respect to environmental laws, Environmental\nPermits, Hazardous Material or Hazardous Materials Activities.\n\n3.19   Minute Books.\n\n       The minutes of the Company and the Company Subsidiaries made available to\ncounsel for Parent are the only minutes of the Company and the Company\nSubsidiaries.\n\n3.20   Opinion of Financial Advisor.\n\n       The Board of Directors of the Company has received an opinion of Merrill\nLynch to the effect that as of the date hereof the consideration to be received\nin the Merger is \n\n                                       38\n\n \nfair to the holders of the Company Capital Stock (other than Parent and its\naffiliates) from a financial point of view.\n\n                                   ARTICLE IV\n\n                       CONDUCT PRIOR TO THE EFFECTIVE TIME\n\n4.1    Conduct of the Parties.\n\n       (a)   Conduct of Business of the Company and the Company Subsidiaries.\n\n             Except as otherwise contemplated by this Agreement and the\nother agreements by and between the Company and its affiliates, on the one hand,\nand Parent and its affiliates, on the other hand, and the several transactions\ncontemplated hereby and thereby, during the period from the date of this\nAgreement and continuing until the earlier of the termination of this Agreement\nor the Effective Time, the Company agrees (except to the extent that Parent\nshall otherwise have previously consented in writing) to carry on the Company's\nand the Company Subsidiaries' respective businesses in the usual, regular and\nordinary course in substantially the same manner as heretofore conducted, to pay\nthe debts and Taxes of the Company and the Company Subsidiaries when due (unless\ndebts and Taxes are subject to a dispute that the Company is reasonably and\nactively seeking to resolve), to pay or perform other obligations when due\n(unless such obligations are the subject of a dispute that the Company is\nactively seeking to resolve) and, to the extent consistent with such businesses,\nuse their reasonable efforts consistent with past practice and policies to\npreserve intact the Company's and the Company Subsidiaries' present business\norganizations, keep available the services of the Company's and the Company\nSubsidiaries' present officers and key employees and preserve the Company's and\nthe Company Subsidiaries' relationships with customers, suppliers, distributors,\nlicensors, licensees, and others having business dealings with it, all with the\ngoal of preserving the Company's and the Company Subsidiaries' goodwill and\nongoing businesses at the Effective Time, and to refrain from taking such action\nthat would cause any of the conditions contained in Article VI hereof not to be\nsatisfied; provided, however, that the Company shall not be deemed in breach of\n           --------  -------\nthis Section 4.1(a) because of attrition, if any, among the Company's employees\nwhich may occur as a result of the transactions contemplated hereby, so long as\nthe Company uses all reasonable efforts to retain such employees at the Company.\nExcept as expressly contemplated by this Agreement or as set forth in Section\n4.1(a) of the Company Disclosure Schedule, neither the Company nor any Company\nSubsidiary shall, without the prior written consent of Parent pursuant to a\nrequest made in accordance with the notice provisions set forth in Section 9.1\nof this Agreement (which written consent will be granted or denied within\nseventy-two (72) hours of receipt of such notice by Parent, provided that any\nfailure to reply within such time period will be deemed as non-consent, and\nwhich consent will not be unreasonably withheld):\n\n             (i) Other than in the ordinary course of business consistent with\npast practices, or as permitted by Section 4.1(a) (v) hereof, sell or transfer\nto any person or entity any material rights to the Company Intellectual Property\nor buy any material rights \n\n                                       39\n\n \nto Intellectual Property or enter into any material license agreement with any\nperson or entity with respect to the Company Intellectual Property;\n\n             (ii) Other than in the ordinary course of business, consistent with\npast practices, enter into any agreement, or materially amend any Company\nContract, pursuant to which any other party is granted marketing or distribution\nrights of any type or scope with respect to any material products or technology\nof the Company or any Company Subsidiary;\n\n             (iii) 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 any other equity interests, as applicable, or split, combine or\nreclassify any of its capital stock, or issue or authorize the issuance of any\nother securities or any other equity interests of the Company (other than\nissuances of, or agreements to issue, capital stock at fair market value in\nconnection with transactions permitted by Section 4.1(a)(v) hereof), as\napplicable, in respect of, in lieu of or in substitution for shares of capital\nstock of the Company or any other equity interests, as applicable, or\nrepurchase, redeem or otherwise acquire, directly or indirectly, any shares of\nthe capital stock of the Company or any Company Subsidiary or other equity\ninterests as applicable, of any Company Subsidiary (or options, warrants or\nother rights exercisable therefor);\n\n             (iv) Except as set forth in Section 4.1(a)(iv) of the Company\nDisclosure Schedule and except for (A) any grants of options to purchase Company\nCommon Stock (with an exercise price equal to the fair market value of the\nCompany Common Stock at the date of the option grant) granted to employees in\nthe ordinary course of the Company's business consistent with past practices,\nnot to exceed options with respect to 5.7 million shares of Company Common Stock\nin the aggregate and (B) stock purchases pursuant to the Company's Employee\nStock Purchase Plan in accordance with its current terms, issue, grant, deliver\nor sell or authorize the issuance, grant, delivery or sale of, or purchase of\nany shares of Company Capital Stock (other than issuances of, or agreements to\nissue, capital stock at fair market value in connection with transactions\npermitted by Section 4.1(a)(v) hereof) or any other equity interests, as\napplicable, or securities convertible into, or subscriptions, rights, warrants\nor options to acquire, or other agreements or commitments of any character\nobligating it to issue or purchase of any such shares or any other equity\ninterests of the Company or any of the Company Subsidiaries, as applicable, or\nother convertible securities of the Company or any of the Company Subsidiaries;\n\n             (v) Acquire or agree to acquire by merging or consolidating with,\nor by purchasing any assets or equity securities of, or by any other manner, any\nbusiness or any corporation, partnership, association or other business\norganization or division thereof, or except in the ordinary course otherwise\nacquire or agree to acquire any assets, in each case involving an investment\n(including assumed liabilities) in excess of $1,000,000 individually or\n$5,000,000 in the aggregate;\n\n             (vi) Without limiting any other provisions of clause 4.1(a)(i)\nabove, sell, lease, license or otherwise dispose of any of its properties or\nassets, except in the \n\n                                       40\n\n \nordinary course of business and consistent with past practices, and except in\nthe case of properties or assets of less than $1,000,000 individually or\n$5,000,000 in the aggregate;\n\n             (vii) Incur any indebtedness for borrowed money or guarantee any\nsuch indebtedness or issue or sell any debt securities or guarantee any debt\nsecurities of others except for obligations (A) not exceeding $1,000,000\nindividually or $5,000,000 in the aggregate other than in the ordinary course in\nconnection with lease obligations or (B) incurred in connection with\ntransactions permitted by Section 4.1(a)(v) hereof;\n\n             (viii) Except as set forth in Section 4.1(a)(viii) of the Company\nDisclosure Schedule, grant any severance, retention, or termination pay to any\ndirector, officer or employee of the Company except in each case payments made\npursuant to the existing terms of any Employee Agreement outstanding on the date\nhereof and disclosed in the Company Disclosure Schedule;\n\n             (ix) Except as set forth in Section 4.1(a)(ix) of the Company\nDisclosure Schedule, adopt any Employee Plan, enter into any Employee Agreement,\namend any Employee Plan or Employee Agreement (except as required by law), pay\nor agree to pay any special bonus or special remuneration to any director or\nEmployee, or increase the salaries or wage rates of its Employees other than\nroutine increases and promotions in the ordinary course of business, consistent\nwith past practices;\n\n             (x) Except with respect to Taxes, pay, discharge or satisfy, in an\namount in excess of $100,000 (in any one case) or $500,000 (in the aggregate),\nany claim, liability or obligation (absolute, accrued, asserted or unasserted,\ncontingent or otherwise), other than the payment, discharge or satisfaction of\nliabilities in the ordinary course of business;\n\n             (xi) (a) Make or change any material election in respect of Taxes\nrelating to the operations of the Company or the Company Subsidiaries, (b) file\nany amended Tax Return other than such amendments made in good faith in the\nordinary course of business or (c) adopt or change any accounting method in\nrespect of Taxes except as required by law;\n\n             (xii) Except as set forth in Section 4.1(a)(xii) of the Company\nDisclosure Schedule, accelerate the vesting schedule of any of the outstanding\nCompany Options or Company Capital Stock;\n\n             (xiii) Hire any material number of employees or terminate any of\nthe Company's key employees, or encourage employees to resign, to the extent\ncosts associated with such termination or resignation would have a Material\nAdverse Effect on the Company;\n\n             (xiv) Enter into any agreement which has a term greater than a\nyear, unless such agreement is terminable by the Company on no more than 90\ndays' prior notice without liability to the Company;\n\n                                       41\n\n \n             (xv) Take, or agree to take, any of the actions described in the\nforegoing clauses (i) to (xiv) or any other action that would prevent the\nCompany from performing or cause the Company not to perform its covenants\nhereunder.\n\n       (b)   Conduct of Business of the Internet Group.\n\n             Except as otherwise contemplated by this Agreement and the other \nagreements by and between the Company and its affiliates, on the one hand,\nand Parent and its affiliates, on the other hand, and the several transactions\ncontemplated hereby and thereby, during the period from the date of this\nAgreement and continuing until the earlier of the termination of this Agreement\nor the Effective Time, Parent agrees (except to the extent that the Company\nshall otherwise have previously consented in writing) to carry on the Internet\nGroup's business in the usual, regular and ordinary course in substantially the\nsame manner as heretofore conducted, to pay or perform other obligations when\ndue (unless such obligations are the subject of a dispute that the Internet\nGroup is reasonably and actively seeking to resolve), and, to the extent\nconsistent with such business, use its reasonable efforts consistent with past\npractice and policies to preserve intact the Internet Group's present business\norganizations, keep available the services of the Internet Group's present\nofficers and key employees and preserve the Internet Group's relationship with\ncustomers, suppliers, distributors, licensors, licensees, and others having\nbusiness dealings with it, all with the goal of preserving the Internet Group's\ngoodwill and ongoing business at the Effective Time, and to refrain from taking\nany action that would cause any of the conditions contained in Article VI hereof\nnot to be satisfied; provided, however, that Parent shall not be deemed in\n                     --------  ------- \nbreach of this Section 4.1(b) because of attrition, if any, among the Internet\nGroup employees which may occur as a result of the transactions contemplated\nhereby, so long as Parent uses all reasonable efforts to retain such employees.\nExcept as expressly contemplated by this Agreement or as set forth in Section\n4.1(b) of the Parent Disclosure Schedule, neither Parent nor any Internet Group\nCompany shall, without the prior written consent of the Company pursuant to a\nrequest made in accordance with the notice provisions set forth in Section 9.1\nof this Agreement (which written consent will be granted or denied within\nseventy-two (72) hours of receipt of such notice by the Company, provided that\nany failure to reply within such time period will be deemed as non-consent, and\nwhich consent will not be unreasonably withheld):\n\n             (i) Other than in the ordinary course of business consistent with\npast practices, or as permitted by Section 4.1(b)(iv) hereof, sell or transfer\nto any person or entity any material rights to the Internet Group Intellectual\nProperty or buy any material rights to Intellectual Property or enter into any\nmaterial license agreement with any person or entity with respect to the\nInternet Group Intellectual Property;\n\n             (ii) Other than in the ordinary course of business, consistent with\npast practices, enter into any agreement, or materially amend any Internet Group\nContract, pursuant to which any other party is granted marketing or distribution\nrights of any type or scope with respect to any material products or technology\nof the Internet Group;\n\n                                       42\n\n \n             (iii) Except as set forth in Section 4.1 (b)(iii) of the Parent\nDisclosure Schedule, issue, grant, deliver or sell or authorize the issuance,\ngrant, delivery or sale of, or purchase any shares of Internet Group Common\nStock, or securities convertible into, or subscriptions, rights, warrants or\noptions to acquire, or other agreements or commitments of any character\nobligating it to issue or purchase any such shares of Internet Group Common\nStock (other than issuances of, or agreements to issue, capital stock at fair\nmarket value in connection with transactions permitted by Section 4.1(b)(iv)\nhereof); provided that any agreements or commitments to grant options to\npurchase shares of Internet Group Common Stock (as listed in Section 4.1(b)(iii)\nof the Parent Disclosure Schedule) shall have an exercise price that either (i)\nis equal to the fair market value of the Internet Group Common Stock at the date\nof the grant or (ii) takes into account (in a manner determined by Parent) the\nvalue of an existing option to purchase shares of Parent Common Stock that is\nconverted into an option to purchase shares of the Internet Group Common Stock;\nprovided further, that in no event shall there be any grant of options prior to\n-------- --------\nthe Effective Time;\n\n             (iv) Acquire or agree to acquire by merging or consolidating with,\nor by purchasing any assets or equity securities of, or by any other manner, any\nbusiness or any corporation, partnership, association or other business\norganization or division thereof relating to, or being attributed to, the\nInternet Group, or except in the ordinary course otherwise acquire or agree to\nacquire any assets relating to, or being attributed to, the Internet Group, in\neach case involving an investment (including assumed liabilities) in excess of\n$5,000,000 individually or $25,000,000 in the aggregate;\n\n             (v) Without limiting the provisions of Section 4(b)(i) above, sell,\nlease, license or otherwise dispose of any of the properties or assets of the\nInternet Group, except in the ordinary course of business and consistent with\npast practices, and except in the case of properties or assets of less than\n$1,000,000 individually or $5,000,000 in the aggregate;\n\n             (vi) Incur any indebtedness for borrowed money or guarantee any\nsuch indebtedness or issue or sell any debt securities or guarantee any debt\nsecurities of others as such indebtedness or guarantee that relates to, or is\nbeing attributed to, the Internet Group except for obligations (A) not exceeding\n$1,000,000 individually or $5,000,000 in the aggregate, other than in the\nordinary course in connection with lease obligations or (B) incurred in\nconnection with transactions permitted by Section 4.1(b)(iv) hereof;\n\n             (vii) Except as would not have a Material Adverse Effect on the\nInternet Group, grant any severance, retention, or termination pay to any\ndirector, officer or employee of the Internet Group Companies except in each\ncase payments made pursuant to the existing terms of any employee agreement\noutstanding on the date hereof and disclosed in the Parent Disclosure Schedule;\n\n             (viii) Terminate any of Internet Group's key employees, or\nencourage employees to resign, to the extent costs associated with such\ntermination or resignation would have a Material Adverse Effect on the Internet\nGroup;\n\n                                       43\n\n \n             (ix) Take, or agree to take, any of the actions described in the\nforegoing clauses (i) to (viii) that would prevent Parent from performing or\ncause Parent not to perform its covenants under Section 4.1(b).\n\n4.2    No Solicitation.\n\n       (a)   From and after the date hereof and until the earlier of the\nEffective Time or the termination of this Agreement, the Company shall not, and\nshall not authorize or permit any of the Company Subsidiaries or its officers,\ndirectors, employees, accountants, counsel, investment bankers, financial\nadvisors and other representatives (collectively, its \"Representatives\") to,\ndirectly or indirectly, solicit, initiate or encourage (including by way of\nfurnishing non-public information) or take any other action to facilitate\nknowingly any inquiries or the making of any proposal which constitutes or may\nreasonably be expected to lead to an Acquisition Proposal (as defined below) in\nrespect of the Company or any of the Company Subsidiaries from any person or\nentity, or engage in any discussion or negotiations relating thereto or enter\ninto any agreement with any person providing for or contemplating any\nAcquisition Proposal; provided, however, that notwithstanding any other\n                      --------  -------\nprovision hereof, the Company may (1) comply with applicable securities laws and\nregulations, including, without limitation, the Exchange Act (and Rule 14e-2\npromulgated under the Exchange Act with regard to a tender or exchange offer)\nand (2) prior to the time its stockholders shall have voted whether to approve\nthis Agreement, the Company may:\n\n             (i) engage in discussions or negotiations with a third party who\n(without any solicitation, initiation or encouragement, directly or indirectly,\nby the Company or its Representatives after the date hereof) seeks to initiate\nsuch discussions or negotiations, and may furnish such third party information\nconcerning the Company and its business, properties and assets if and only to\nthe extent that:\n\n                   (1)   (a) the third party has first made an Acquisition \nProposal to acquire at least 100% of the consolidated assets or outstanding\nvoting power of the Company's securities that is financially superior to the\nMerger and the transactions contemplated in connection with the Merger and not\nsubject to any financing condition, as determined in good faith in each case by\nthe Company's Board of Directors after consultation with its financial advisors\n(a \"Company Superior Proposal\") and (b) the Company's Board of Directors shall\nconclude in good faith, after considering applicable provisions of state law and\nafter consultation with outside counsel, that such action is necessary for the\nboard of directors to act in a manner consistent with its fiduciary duties under\napplicable law; and\n\n                   (2)   prior to furnishing such information to or entering\ninto discussions or negotiations with such person or entity, the Company (y)\nprovides Parent with prompt notice of an Acquisition Proposal (which shall mean\nwithin 24 hours after receipt of an Acquisition Proposal) and (z) receives from\nsuch person or entity an executed confidentiality agreement in reasonably\ncustomary form on terms no more favorable to such person or entity than those\ncontained in the Confidentiality Agreement (as defined in Section 5.4); and\/or\n\n                                       44\n\n \n             (ii) recommend to its stockholders that they accept a Company\nSuperior Proposal from a third party; provided that the conditions set forth in\n                                      --------  \nclauses 4.2(a)(i)(1) and 4.2(a)(i)(2) above have been satisfied and, prior to\nentering into a definitive agreement providing for a Company Superior Proposal,\nthis Agreement is terminated pursuant to Section 8.1(g) or 8.1(h), as\napplicable. \n\n       (b)   The Company shall immediately cease and terminate any existing\nsolicitation, initiation, encouragement, activity, discussion or negotiation\nwith any party or parties conducted heretofore by the Company or its\nRepresentatives with respect to any Acquisition Proposal. The Company shall\nnotify Parent orally and in writing of any Acquisition Proposal with respect to\nthe Company or any other transaction, the consummation of which would reasonably\nbe expected to prevent or materially interfere with or materially delay the\nMerger (including the material terms and conditions of any such Acquisition\nProposal and the identity of the person making it), promptly, but in any event\nwithin 72 hours, after actual knowledge thereof by the Company's directors,\nexecutive officers, counsel or individuals representing it as its investment\nbankers or financial advisors.\n\n       (c)   As used in this Section 4.2, \"Acquisition Proposal\" shall mean:\n\n             (i) a bona fide proposal or offer (other than by another party\nhereto) for a tender or exchange offer for the securities of the Company; or\n\n             (ii) a bona fide proposal or offer (other than by another party\nhereto) for a merger, consolidation or other business combination involving an\nacquisition of the Company or any material subsidiary of the Company; or\n\n             (iii) any proposal to acquire in any manner a substantial equity\ninterest in or a substantial portion of the assets of the Company or any\nmaterial subsidiary of the Company.\n\n                                   ARTICLE V\n\n                              ADDITIONAL AGREEMENTS\n\n5.1    Registration Statement; Proxy Statement.\n\n       (a)   As soon as practicable after the execution of this Agreement,\nParent shall, with the assistance and cooperation of the Company, prepare and\ncause to be filed with the SEC the Joint Proxy Statement and the Form S-4\nRegistration Statement. The Parent Common Stock Policies shall be set forth and\ndescribed in detail in the Joint Proxy Statement and the Form S-4 Registration\nStatement. Each of Parent and the Company shall use all reasonable efforts to\ncause the Form S-4 Registration Statement and the Joint Proxy Statement to\ncomply with applicable law and the rules and regulations promulgated by the SEC,\nto respond promptly to any comments of the SEC or its staff and to have the Form\nS-4 Registration Statement declared effective under the Securities Act as\npromptly as practicable after it is filed with the SEC, and Parent and the\nCompany \n\n                                       45\n\n \nshall use all reasonable efforts to cause the Joint Proxy Statement to be mailed\nto their respective stockholders as promptly as practicable after the Form S-4\nRegistration Statement is declared effective under the Securities Act. Each of\nthe parties hereto shall promptly furnish to the other party all information\nconcerning itself, its stockholders and its affiliates that may be required or\nreasonably requested in connection with any action contemplated by this Section\n5.1. If any event relating to Parent or the Company occurs, or if Parent or the\nCompany becomes aware of any information, that should be disclosed in an\namendment or supplement to the Form S-4 Registration Statement or the Joint\nProxy Statement, then Parent or the Company, as applicable, shall inform the\nother thereof and shall cooperate with each other in filing such amendment or\nsupplement with the SEC and, if appropriate, in mailing such amendment or\nsupplement to the stockholders of Parent and the Company. Each of Parent and the\nCompany will notify the other promptly upon the receipt of any comments from the\nSEC or its staff or any other government officials and of any request by the SEC\nor its staff or any other government officials for amendments or supplements to\nthe Form S-4 Registration Statement or the Joint Proxy Statement or for\nadditional information and will supply the other with copies of all\ncorrespondence between such party or any of its representatives, on the one\nhand, and the SEC, or its staff or any other government officials, on the other\nhand, with respect to the Form S-4 Registration Statement, the Joint Proxy\nStatement or the Merger. The Joint Proxy Statement shall include (i) the\nrecommendation of the Board of Directors of the Company in favor of this\nAgreement, the Merger and the transactions contemplated hereby; provided that\n                                                                --------\nsuch recommendation may not be included or may be withdrawn if the Company's\nBoard of Directors has recommended a Company Superior Proposal in accordance\nwith the terms of Section 4.2, and (ii) the recommendation of the Board of\nDirectors of Parent in favor of approval of the issuance of shares of Internet\nGroup Common Stock in the Merger and the Parent Charter Amendment and Parent\nshall not take any action inconsistent with such recommendation.\n\n       (b)   Prior to the Effective Time, Parent shall use reasonable efforts to\nobtain all regulatory or other approvals needed to ensure that the Internet\nGroup Common Stock to be issued in the Merger: (i) will be registered or\nqualified under the securities law of every jurisdiction of the United States in\nwhich any registered holder of Company Common Stock who is receiving shares of\nregistered Internet Group Common Stock has an address of record or be exempt\nfrom such registration and (ii) will be approved for quotation at the Effective\nTime on the Nasdaq National Market or will be approved for listing at the\nEffective Time on the New York Stock Exchange, in each case subject to official\nnotice of issuance; provided, however, that Parent shall not, pursuant to the\n                    --------  -------\nforegoing, be required (A) to qualify to do business as a foreign corporation in\nany jurisdiction in which it is not now qualified or (B) to file a general\nconsent to service of process in any jurisdiction with respect to matters\nunrelated to the issuance of Internet Group Common Stock pursuant hereto.\n\n       (c)   Each of Parent and the Company (in respect of the information\nrespectively supplied by it) agrees that: (i) none of the information to be\nsupplied by it or its affiliates for inclusion in the Form S-4 Registration\nStatement will, at the time the Form S-4 Registration Statement becomes\neffective under the Securities Act, contain any untrue statement of a material\nfact or omit to state any material fact required to be stated \n\n                                       46\n\n \ntherein or necessary in order to make the statements therein, in light of the\ncircumstances under which they are made, not misleading; (ii) none of the\ninformation to be supplied by it or its affiliates for inclusion in the Joint\nProxy Statement will, at the time the Company's Proxy Statement is mailed to the\nstockholders of the Company or as of the Effective Time, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading and (iii) as to\nmatters respecting it, the Joint Proxy Statement and the Form S-4 Registration\nStatement will comply as to form in all material respects with the provisions of\nthe Securities Act and the Exchange Act, as applicable, and the rules and\nregulations promulgated by the SEC thereunder, except that no covenant,\nrepresentation or warranty is made by the Company with respect to statements\nmade or incorporated by reference therein based on information supplied by\nParent for inclusion or incorporation by reference therein and no covenant,\nrepresentation or warranty is made by Parent with respect to statements made or\nincorporated by reference therein based on information supplied by the Company\nfor inclusion or incorporation by reference therein.\n\n5.2    Stockholder Meetings.\n\n       (a)   The Company shall promptly after the date hereof take all action\nnecessary in accordance with applicable law and its Amended and Restated\nCertificate of Incorporation and Bylaws to hold and convene a meeting of the\nCompany's stockholders (the \"Company Stockholders Meeting\") as soon as\npracticable following the date the Registration Statement is declared effective\nby the SEC. Except as required by the SEC or applicable court order and except\nas may be required in order to amend or supplement the Registration Statement or\nJoint Proxy Statement, the Company shall not postpone or adjourn (other than for\nthe absence of a quorum) the Company Stockholders Meeting without the consent of\nParent. The Company shall not in any way challenge the validity, enforceability\nor effectiveness of the voting agreements entered into by certain stockholders\nof the Company in connection with the Merger. Subject to the provisions of the\npenultimate clause of Section 5.1(a) and Section 4.2(a)(ii), the Company shall\ntake all other action necessary or advisable to secure the vote or consent of\nits stockholders required by applicable law and contract (which consent must\ninclude approval by more than 50% of the Company's total current voting power\nheld by stockholders of the Company other than Parent and its subsidiaries) to\neffect the Merger and the transactions contemplated hereby (the \"Required\nCompany Stockholder Vote\").\n\n       (b)   Parent shall promptly after the date hereof take all action\nnecessary in accordance with applicable law and its Restated Certificate of\nIncorporation and Bylaws to hold and convene a meeting of Parent's stockholders\n(the \"Parent Stockholders Meeting\"). Except as required by the SEC or applicable\ncourt order, Parent shall not postpone or adjourn (other than for the absence of\na quorum) the Parent Stockholders Meeting without the consent of the Company.\nSubject to Section 5.1(a), Parent shall take all other action necessary or\nadvisable to secure the vote or consent of its stockholders required by\napplicable law to effect the issuance of shares of Internet Group Common Stock\nin the Merger and the Parent Charter Amendment (the \"Required Parent Stockholder\nVote\").\n\n                                       47\n\n \n5.3    Cooperation; Access to Information.\n\n       Upon reasonable prior notice, the Company shall afford Parent and its\naccountants, counsel and other representatives, reasonable access during normal\nbusiness hours during the period prior to the Effective Time to all of its\nproperties, books, contracts, commitments and records, all other information\nconcerning its business, properties and personnel (subject to restrictions\nimposed by applicable law) as Parent may reasonably request and all its key\nemployees. Upon reasonable prior notice, the Company agrees to provide Parent\nand its accountants, counsel and other representatives copies of internal\nfinancial statements (including Tax Returns and supporting documentation)\npromptly upon request. No information or knowledge obtained in any investigation\npursuant to this Section 5.3 shall affect or be deemed to modify any\nrepresentation or warranty contained herein or the conditions to the obligations\nof the parties to consummate the Merger.\n\n5.4    Confidentiality.\n\n       Each of the parties hereto hereby agrees that the information obtained in\nany investigation pursuant to Section 5.3, or pursuant to the negotiation and\nexecution of this Agreement or the effectuation of the transactions contemplated\nhereby, shall be governed by the terms of the Confidentiality Agreement\neffective as of March 1, 1999 (the \"Confidentiality Agreement\").\n\n5.5    Expenses.\n\n       Except as set forth in Section 8.3, whether or not the Merger is\nconsummated, all fees and expenses incurred in connection with the Merger,\nincluding, without limitation, all legal, accounting, financial advisory,\nconsulting and all other fees and expenses of third parties (\"Third Party\nExpenses\") incurred by a party in connection with the negotiation and\neffectuation of the terms and conditions of this Agreement and the transactions\ncontemplated hereby, shall be the obligation of the respective party incurring\nsuch fees and expenses; provided, however, that Parent and the Company shall\n                        --------  -------\nshare equally in all fees and expenses, other than Third Party Expenses,\nincurred in relation to the filing and printing of Parent's Form S-4\nRegistration Statement and the Joint Proxy Statement (including any preliminary\nmaterials related thereto); provided, further, that Parent shall not after the\n                            --------  -------\nEffective Time allocate to the Internet Group such Third Party Expenses incurred\nby Parent in excess of the Third Party Expenses incurred by the Company in\nconnection with the negotiation and effectuation of the terms and conditions of\nthis Agreement and the transactions contemplated hereby. Without limiting the\nforegoing, the Company agrees to pay the fees and expenses of the Company\nFinancial Advisor in connection with the transactions contemplated hereby. \n\n5.6   Public Disclosure.\n\n       Parent and the Company shall consult with each other before issuing any\npress release or otherwise making any public statements with respect to this\nAgreement or the Merger or the transactions contemplated hereby or thereby and\nshall not issue any such \n\n                                       48\n\n \npress release or make any such public statement prior to such consultation,\nexcept as may be required by law, The Nasdaq Stock Market, The New York Stock\nExchange or any listing agreement with a national securities exchange. At any\ntime after the date hereof, the Company may file with the SEC a report on Form \n8-K with respect to this Agreement and may file a copy of this Agreement and any\nrelated agreements as an exhibit to such report, provided that Parent shall have\na reasonable opportunity to review such report prior to filing. The parties have\nagreed to the text of the joint press release announcing the signing of this\nAgreement.\n\n5.7    Consents.\n\n       The Company and Parent shall use their best efforts to obtain the\nconsents, waivers, assignments and approvals under any of their respective\nmaterial contracts as may be required in connection with the Merger so as to\npreserve all rights of, and benefits to, the Company and Parent thereunder.\n\n5.8    Reasonable Efforts.\n\n       Subject to the terms and conditions provided in this Agreement, each of\nthe parties hereto shall use commercially reasonable efforts to take promptly,\nor cause to be taken, all actions, and to do promptly, or cause to be done, all\nthings necessary, proper or advisable under applicable laws and regulations to\nconsummate and make effective the transactions contemplated hereby, to obtain\nall necessary waivers, consents, tax opinions and approvals and to effect all\nnecessary registrations and filings and to remove any injunctions or other\nimpediments or delays, legal or otherwise, in order to consummate and make\neffective the transactions contemplated by this Agreement for the purpose of\nsecuring to the parties hereto the benefits contemplated by this Agreement.\nNotwithstanding the foregoing, (A) none of Parent, the Company or any of their\nrespective subsidiaries shall be required to agree to any divestiture or hold\nseparate or similar transaction by it or any of its subsidiaries or affiliates\nof shares of capital stock or of any business, assets or property of any of them\nor any of their subsidiaries or affiliates, or the imposition of any material\nlimitation on the ability of any of them to conduct their businesses or to own\nor exercise control of such assets, properties and stock and (B) the Company\nshall not, without Parent's prior written consent, commit to any divestiture or\nhold separate or similar transaction by it or any of its subsidiaries or\naffiliates of shares of capital stock or of any business, assets or property of\nany of them or any of their subsidiaries or affiliates, or the imposition of any\nmaterial limitation on the ability of any of them to conduct their businesses or\nto own or exercise control of such assets, properties and stock.\n\n5.9    Notification of Certain Matters.\n\n       Each of the Company and Parent shall give prompt notice to the other\nparty of (i) the occurrence or non-occurrence of any event, the occurrence or\nnon-occurrence of which is likely to cause any representation or warranty of any\nparty contained in this Agreement to be untrue or inaccurate at or prior to the\nEffective Time such that the conditions set forth in Section 6.2(b) or 6.3(b)\nwould not be satisfied and (ii) any failure \n\n                                       49\n\n \nof Parent or the Company, as the case may be, to comply with or satisfy any\ncovenant, condition or agreement to be complied with or satisfied by it\nhereunder which is likely to cause any condition set in Article VI hereof not to\nbe satisfied); provided, however, that the delivery of any notice pursuant to\n               --------  ------- \nthis Section 5.9 shall not limit or otherwise affect any remedies available to\nthe party receiving such notice and no disclosure by Parent or the Company,\npursuant to this Section 5.9 shall be deemed to amend or supplement the Parent\nDisclosure Schedule or the Company Disclosure Schedule, respectively, or prevent\nor cure any misrepresentations, breach of warranty or breach of covenant.\n\n5.10   Support Agreements.\n\n       Certain stockholders of the Company have delivered to Parent,\nconcurrently with the execution of this Agreement, executed Support Agreements,\ncopies of which are attached hereto as Exhibits E-1 and E-2, and such agreements\nare in full force and effect in accordance with their terms.\n\n5.11   Regulatory Filings; Reasonable Efforts.\n\n       As soon as may be reasonably practicable, Parent and the Company each\nshall file with the United States Federal Trade Commission (the \"FTC\") and the\nAntitrust Division of the United States Department of Justice ( the \"DOJ\")\nNotification and Report Forms relating to the transactions contemplated herein\nas required by the HSR Act, as well as comparable pre-merger notification forms\nrequired by the merger notification or control laws and regulations of any\napplicable jurisdiction, as agreed to by the parties. Parent and the Company\neach shall promptly (a) supply the other with any information which may be\nrequired in order to effectuate such filings and (b) supply any additional\ninformation which reasonably may be required by the FTC, the DOJ or the\ncompetition or merger control authorities of any other jurisdiction and which\nthe parties may reasonably deem appropriate.\n\n5.12   Additional Documents and Further Assurances.\n\n       Each party hereto, at the request of another party hereto, shall execute\nand deliver such other instruments and do and perform such other acts and things\nas may be necessary or desirable for effecting completely the consummation of\nthis Agreement, the Merger and the transactions contemplated hereby.\n\n5.13   Assumption of Company Option Plans; Form S-8; Employee Plans.\n\n       (a)   At the Effective Time, Parent shall assume all outstanding Company\nOptions (other than Unvested Non-Employee Director Options) under the Company\nOption Plans (and shall assume the Company Option Plans) and agrees to file, no\nlater than five days after the Closing, a registration statement on Form S-8\ncovering the shares of Internet Group Common Stock issuable pursuant to\noutstanding Company Options granted under the Company Option Plans. The Company\nshall cooperate with and assist Parent in the preparation of such registration\nstatement.\n\n                                       50\n\n \n       (b)   Following the Effective Time, Parent shall cause each \"employee\nbenefit plan\" (as defined in Section 3(3) of ERISA) maintained by Parent or\naffiliates of Parent that covers or will cover Employees of the Company or the\nCompany Subsidiaries who are active at the Effective Time (the \"Company\nEmployees\") to recognize all service, for purposes of eligibility and vesting of\nbenefits (but not for benefit accrual purposes), that is credited to Company\nEmployees for comparable purposes under the comparable benefit plans of the\nCompany or the Company Subsidiaries as of the Effective Time. Following the\nEffective Time, Parent shall cause each \"employee welfare benefit plan\" (as\ndefined in Section 3(1) of ERISA) covering Company Employees (i) to reduce each\neligible employee's (and their eligible dependents') annual deductible limits\nunder such plans for the plan year in which the Effective Time occurs to the\nextent deductible expenses were incurred and recognized for comparable purposes\nunder the comparable benefit plans covering the Company Employees immediately\nprior to the Effective Time and (ii) to waive any pre-existing condition\nlimitations or exclusions that do not apply to Company Employees immediately\nprior to the Effective Time.\n\n5.14   Director Action with Respect to Company Option Plans and Stock Purchase \n       Plan.\n\n       Prior to the Effective Time, the Board of Directors of the Company shall\ntake such actions, including obtaining all necessary individual consents, as\nshall ensure that (i) Company Options (other than Unvested Non-Employee Director\nOptions) outstanding under the Company Option Plans (and the Company Option\nPlans) may be assumed by Parent in accordance with Section 1.7(c) hereof and\nwill not have their vesting accelerated as a result of the consummation of the\nMerger and the transactions contemplated hereby and (ii) the Company's Employee\nStock Purchase Plan is terminated immediately prior to the Effective Time.\n\n5.15   Officers' and Directors' Indemnification.\n\n       (a)   From and after the Effective Time, Parent will indemnify each\nofficer and director of the Company as of the Effective Time (an \"Indemnified\nParty\") to the fullest extent permitted under applicable law, the Amended and\nRestated Certificate of Incorporation and Bylaws of the Company and any\nagreement between the Indemnified Party and the Company, in each case as in\neffect as of the date hereof with respect to any claim, liability, loss, damage,\njudgment, fine, penalty, amount paid in settlement or compromise, cost or\nexpense based in whole or in part on, or arising in whole or in part out of, the\nfact that the Indemnified Party was a director or officer of the Company at or\nprior to the Effective Time. The rights under this Section 5.15 are contingent\nupon the occurrence of, and will survive consummation of, the transactions\ncontemplated hereby and are expressly intended to benefit each Indemnified\nParty.\n\n       (b)   Without limiting the provisions of paragraph (a), after the\nEffective Time Parent will indemnify and hold harmless each Indemnified Party\nagainst any costs or expenses (including reasonable attorneys' fees), judgments,\nfines, losses, claims, damages, liabilities and amounts paid in settlement in\nconnection with any claim, action, suit, proceeding or investigation, whether\ncivil, criminal, administrative or investigative, \n\n                                       51\n\n \nto the extent arising out of or pertaining to any action or omission in his or\nher capacity as a director or officer of the Company or any of the Company\nSubsidiaries arising out of or pertaining to the transactions contemplated by\nthis Agreement (except in respect of actions or omissions that constitute bad\nfaith, willful misconduct or a breach of duty of loyalty) for a period of six\nyears after the Effective Time; provided, however, that if, at any time prior to\n                                --------  -------\nthe sixth anniversary of the Effective Time, any Indemnified Party delivers to\nParent a written notice asserting a claim for indemnification under this Section\n5.15, then the claim asserted in such notice shall survive the sixth anniversary\nof the Effective Time until such time as such claim is fully and finally\nresolved. In the event of any such claim, action, suit, proceeding or\ninvestigation Parent will pay the reasonable fees and expenses of counsel for\nthe Indemnified Party promptly after statements therefor are received (provided\nthat in the event that any Indemnified Party is not entitled to indemnification\nhereunder, any amounts advanced on his or her behalf shall be remitted to\nParent); provided, however, that Parent will not be liable for any settlement\n         --------  -------\neffected without its express written consent. The Indemnified Parties as a group\nmay retain only one law firm (in addition to local counsel) to represent them\nwith respect to any single action unless there is, under applicable standards of\nprofessional conduct, a conflict on any significant issue between the positions\nof any two or more Indemnified Parties.\n\n       (c)   Without limiting any of the obligations of Parent set forth\nelsewhere in this Section 5.15, Parent shall maintain in effect, during the\nthree-year period commencing as of the Effective Time, a policy of directors'\nand officers' liability insurance for the benefit of each of the Indemnified\nParties providing coverage and containing terms no less advantageous to the\nIndemnified Parties than the coverage and terms of the Company's existing policy\nof directors' and officers' liability insurance; provided, however, that Parent\n                                                 --------  -------\nshall not be required to pay a per annum premium in excess of 150% of the per\nannum premium that the Company currently pays for its existing policy of\ndirectors' and officers' liability insurance (it being understood that, if the\npremium required to be paid by Parent for such policy would exceed such 150%\namount, then the coverage of such policy shall be reduced to the maximum amount\nthat be obtained for a per annum premium in such 150% amount).\n\n       (d)   This Section 5.15 will survive the consummation of the Merger, is\nintended to benefit and may be enforced by each of the Indemnified Parties\nfollowing the Effective Time, and will be binding on all successors and assigns\nof Parent.\n\n5.16   Certain Tax Matters.\n\n       (a)   Return Filing; Information Sharing. Until the Closing Date:\n             ----------------------------------\n\n             (i) The Company shall prepare and file, or cause to be prepared and\nfiled, with the appropriate governmental authority all federal Tax Returns and\nall material state, local and foreign Tax Returns required to be filed (with\nextensions) by or with respect to the Company and the Company Subsidiaries on or\nprior to the Closing Date;\n\n                                       52\n\n \n             (ii) The Company agrees that it will, and will cause its affiliates\nto, make available all such information, employees and records of or relating to\nthe Company and the Company Subsidiaries as Parent may request with respect to\nmatters relating to Taxes (including, without limitation, the right to make\ncopies of such information and records) and will cooperate with respect to all\nmatters relating to Taxes (including, without limitation, the filing of Tax\nReturns, the filing of an amended Tax Return, audits, and proceedings); and\n\n             (iii) If any of the Company or any Company Subsidiary or affiliate\nthereof receives any written notice from any Tax authority proposing any audit\nor adjustment to any Tax relating to the Company or any Company Subsidiary or\naffiliate thereof, Company or such Company Subsidiary or affiliate shall give\nprompt written notice thereof to Parent, which notice shall describe in detail\neach proposed adjustment.\n\n       (b)   Certain Tax Opinions.\n             --------------------   \n\n             (i) Parent represents, warrants and covenants that it has received\nan opinion of Dewey Ballantine LLP, counsel to Parent, issued for the sole\nreliance of Parent, in form and substance satisfactory to Parent, that the\nMerger, if consummated in accordance with this Agreement, and based upon the\nInitial Tax Certificates (defined below), will qualify as a reorganization\nwithin the meaning of Section 368(a) of the Code as in effect as of the date\nhereof (the \"DB Initial Tax Opinion\").\n\n             (ii) The Company represents, warrants and covenants that it has\nreceived an opinion of Wilson Sonsini Goodrich &amp; Rosati, Professional\nCorporation, counsel to the Company (the \"WSGR Initial Tax Opinion\"), issued for\nthe sole reliance of the Company, in form and substance satisfactory to the\nCompany, that the Merger, if consummated in accordance with this Agreement, and\nbased upon the Initial Tax Certificates (defined below), will qualify as a\nreorganization within the meaning of Section 368(a) of the Code as in effect as\nof the date hereof.\n\n             (iii) In connection with the rendering of the Initial Tax Opinions,\nParent and the Company have furnished Dewey Ballantine LLP and Wilson Sonsini\nGoodrich &amp; Rosati, Professional Corporation with certificates signed by officers\nhaving authority to sign such certificates (the \"Initial Tax Certificate\").\nParent and the Company agree that they will furnish certificates dated as of the\nClosing Date in substantially the same form (updated as necessary) as the\nInitial Tax Certificates (the \"Closing Tax Certificates\") in connection with the\nissuance of the DB Closing Tax Opinion (as defined in Section 6.2(a) of this\nAgreement) and the WSGR Closing Tax Opinion (as defined in Section 6.3(a) of\nthis Agreement).\n\n             (iv) Parent and the Company shall cooperate in causing the Merger\nto qualify as a tax-free reorganization under Code Section 368(a) and shall\ntreat the Merger as such a reorganization in which no other property or money\n(within the meaning of Code Section 356) is received by Company stockholders for\nall Tax purposes, including the reporting of the Merger as qualifying as such a\nreorganization on all relevant federal, state, local and foreign Tax Returns.\nParent and the Company covenant and agree that \n\n                                       53\n\n \nthey each shall not take any position or action inconsistent with the Initial\nTax Certificates or the Closing Tax Certificates. Parent and the Company\ncovenant and agree to (and to cause any affiliate or successor to their assets\nor business to) vigorously and in good faith defend all challenges to the tax-\nfree status of the Merger.\n\n             (v) It is understood and agreed that both Dewey Ballantine LLP and\nWilson Sonsini Goodrich &amp; Rosati, Professional Corporation, shall issue to their\nrespective clients substantially identical opinions to the effect that the\nMerger will qualify as a reorganization under Code Section 368(a) and related\nmatters for description, and inclusion as Exhibits, in the S-4 Registration\nStatement and the Joint Proxy Statement.\n\n       (c)   Tax Covenants.\n             -------------\n\n                  Parent and the Company covenant to each other that none of\nParent, the Company or any of their respective subsidiaries has taken (or will\ntake) any action, including, without limitation, any action inconsistent with\nany representation, warranty, or covenant made or to be made in connection with\nopinions to be delivered pursuant to Sections 6.2(a) or 6.3(a) hereof. In\naddition, Parent and the Company each agree that in the event such party becomes\naware of any such fact or circumstance that is reasonably likely to prevent the\nMerger from qualifying as a reorganization described in section 368(a) of the\nCode, it will promptly notify the other party in writing.\n\n5.17   Working Capital Balance.\n\n       The Company shall deliver to Parent at least ten days prior to the\nClosing Date, a consolidated balance sheet of the Company at October 2, 1999,\ncertified as to correctness by an officer of the Company (the \"Closing Balance\nSheet\"). Subject to adjustment as provided in Section 1.7(d) of this Agreement,\nParent agrees that a cash amount equal to the working capital (i.e., current\nassets, including cash, minus current liabilities) reflected on the Closing\nBalance Sheet less any amount paid by Parent pursuant to the Maintenance Rights\nLetter Agreement, dated as of July 10, 1999, by and between the Company and\nParent shall be allocated to the Internet Group. Parent shall deliver to the\nCompany (i) at least ten days prior to the Closing Date, a consolidated balance\nsheet of the Internet Group at October 2, 1999 and (ii) as soon as reasonably\npracticable and in any event not later than forty-five days following June 30,\n1999, an unaudited combined balance sheet of the Internet Group at June 30, 1999\nand the related statements of operations and cash flow of the Internet Group for\nthe nine months ended June 30, 1999, each certified as to correctness by an\nofficer of Parent.\n\n5.18   Undisclosed Liabilities.\n\n         Except (i) as reflected in the Current Balance Sheet, (ii) as set forth\nin Section 5.18 of the Parent Disclosure Schedule or (iii) with respect to any\nmatter or matters arising since March 31, 1999, which in the aggregate\n(excluding any liabilities incurred in connection with activities which are\nexpressly permitted by Section 4.1(b)(i) through (ix) hereof) shall not exceed\n$10,000,000, any liability, indebtedness, obligation or claim of any type,\nincluding any related to Taxes existing on or at the Effective Time, whether\n\n                                       54\n\n \naccrued, absolute, contingent, matured, unmatured or other relating to the\nInternet Group, whether known or unknown, will not be attributed to the Internet\nGroup and shall be attributed to the Parent Group.\n\n5.19   Governance Agreement\n\n       Solely with respect to the transactions contemplated by this Agreement\nand the Support Agreement, the Company (with the approval of the Disinterested\nDirectors) hereby (i) waives the standstill obligations of Parent and DEI\ncontained in Section 2.1 of the Governance Agreement, dated June 18, 1998, by\nand among the Company, Parent and DEI (the \"Governance Agreement\") so long as\nthis Agreement has not been terminated and remains in full force and effect and\n(ii) agrees that the shares of Company Capital Stock that are subject to the\nSupport Agreement will be deemed to be shares held by Disinterested Shareholders\nfor purposes of the Governance Agreement. In addition, the Company and Parent\nagree that the conversion of the shares of Company Capital Stock, pursuant to\nSection 1.7(a) of this Agreement, in the Merger will be effective\nnotwithstanding, and will not violate, the Governance Agreement.\n\n                                  ARTICLE VI\n                                  ----------\n\n                            CONDITIONS TO THE MERGER\n\n6.1    Conditions to Obligations of Each Party.\n\n       The respective obligations of each party to this Agreement to consummate\nand effect this Agreement and the transactions contemplated hereby shall be\nsubject to the satisfaction at or prior to the Effective Time of the following\nconditions:\n\n       (a)   No Injunctions or Restraints; Illegality.\n             ----------------------------------------   \n\n             No temporary restraining order, preliminary or permanent injunction\nor other order issued by any court of competent jurisdiction or other legal\nrestraint or prohibition preventing the consummation of the Merger shall be in\neffect, nor shall any proceeding brought by an administrative agency or\ncommission or other governmental authority or instrumentality, domestic or\nforeign, seeking any of the foregoing be pending; nor shall there be any action\ntaken, or any statute, rule, regulation, injunction order or decree enacted,\nentered, enforced, promulgated, issued or deemed applicable to the Merger which\nmakes the consummation of the Merger illegal. All waiting periods under the HSR\nAct relating to the transactions hereby will have expired or terminated early.\n\n       (b)   Stockholder Approvals.\n             ---------------------   \n\n             This Agreement shall have been approved and adopted, and the Merger\nshall have been duly approved, by the requisite vote under applicable law and\nthe Governance Agreement of the stockholders of the Company and the Parent\nCharter Amendment shall have been approved by the requisite vote under\napplicable law, of the \n\n                                       55\n\n \nstockholders of Parent, and the Parent Charter Amendment shall have been filed\nwith the Secretary of State of Delaware.\n\n       (c)   Listing.\n\n             The shares of Internet Group Common Stock to be issued in the\nMerger to the stockholders of the Company shall have been approved for quotation\nor listing (as the case may be), subject to official notice of issuance, on the\nNasdaq National Market or the New York Stock Exchange.\n\n       (d)   Effectiveness of Registration Statement.\n\n             The Form S-4 Registration Statement shall have become effective \nin accordance with the provisions of the Securities Act, and no stop order shall\nhave been issued by the SEC with respect thereto, and no similar proceeding in\nrespect of the Joint Proxy Statement shall have been initiated or threatened in\nwriting by the SEC.\n\n6.2    Conditions to Obligations of Parent.\n\n       The obligations of Parent to consummate and effect this Agreement and the\ntransactions contemplated hereby shall be subject to the satisfaction at or\nprior to the Effective Time of each of the following conditions, any of which\nmay be waived, in writing, exclusively by Parent:\n\n       (a)   Tax Opinion.\n\n             Parent shall have received the opinion of Dewey Ballantine LLP, \ncounsel to Parent (the \"DB Closing Tax Opinion\"), based upon the Closing Tax\nCertificates, which opinion shall be satisfactory to Parent in its reasonable\ndiscretion, to the effect that the Merger will be treated as a reorganization\ndescribed in Section 368(a) of the Code, and neither Parent nor any of its\nsubsidiaries will recognize gain or loss by reason of the issuance of the\nInternet Group Common Stock, in each case under the law in effect as of the\nClosing Date. The parties to this Agreement agree to make such other reasonable\nrepresentations as requested by such counsel for the purpose of rendering any\nsuch opinion.\n\n       (b)   Representations, Warranties and Covenants.\n\n             The representations and warranties of the Company in this\nAgreement shall be true and correct in all respects on and as of the Effective\nTime as though such representations and warranties were made on and as of such\ntime, except for those representations and warranties which address matters only\nas of a particular date (which shall be true and correct only as of such date)\nand such inaccuracies as individually or in the aggregate would not have a\nMaterial Adverse Effect on the Company, and the Company shall have performed and\ncomplied in all material respects with all covenants and obligations of this\nAgreement required to be performed and complied with by the Company as of the\nEffective Time.\n\n                                       56\n\n \n       (c)   No Material Adverse Effect.\n\n             No Material Adverse Effect with respect to the Company shall\nhave occurred since the date of this Agreement and no events or circumstances\nshall have occurred since the date hereof that would have a Material Adverse\nEffect on the Company (except for any Material Adverse Effect that shall have\nbeen cured without such cure resulting or reasonably being expected to result in\na Material Adverse Effect on the Company).\n\n       (d)   Material Adverse Tax Consequence.\n\n             There shall not have been a Change of Law (as defined below)\nthat, in the good faith judgment of Parent after consultation with its external\nadvisors, could, if adopted, be reasonably likely to have a material adverse tax\nconsequence to Parent, the Company and\/or their respective shareholders, arising\nfrom the transactions contemplated by this Agreement. For purposes of this\nAgreement, a \"Change of Law\" means (i) a published Treasury Regulation\n(including a proposed or final regulation, Revenue Ruling, Revenue Procedure, or\nnotice of intention to issue a regulation), (ii) administrative or judicial\npronouncement (including a private letter ruling, case, technical advice\nmemorandum, or other form of notice), (iii) proposal made by or on behalf of any\nUnited States Congressional tax writing committee (or any chair thereof), or\n(iv) legislation introduced in either house of United States Congress (including\nany committee thereof).\n\n       (e)   Third Party Consents.\n\n             Any and all consents, waivers, assignments and approvals listed in\nSection 3.3 of the Company Disclosure Schedule (other than those whose failure\nto obtain, individually or in the aggregate, would not have a Material Adverse\nEffect on the Company or Internet Group) shall have been obtained.\n\n       (f)   Certificate of the Company.\n\n             Parent shall have been provided with a certificate executed on \nbehalf of the Company by its President and Chief Executive Officer, its Chief\nOperating Officer or its Chief Financial Officer to the effect that, as of the\nEffective Time, the conditions set forth in Sections 6.2(b) and (c) and 6.3(a)\nand (d) have been met.\n\n6.3    Conditions to the Obligations of the Company.\n\n       The obligations of the Company to consummate and effect this Agreement\nand the transactions contemplated hereby shall be subject to the satisfaction at\nor prior to the Effective Time of each of the following conditions, any of which\nmay be waived, in writing, exclusively by the Company:\n\n       (a)   Tax Opinion.\n\n             The Company shall have received the opinion of Wilson Sonsini \nGoodrich &amp; Rosati, Professional Corporation, counsel to the Company (the \"WSGR\n\n                                       57\n\n \nClosing Tax Opinion\"), based upon the Closing Tax Certificates, which opinion\nshall be satisfactory to the Company in its reasonable discretion, to the effect\nthat the Merger will be treated as a reorganization described in Section 368(a)\nof the Code under the law in effect as of the Closing Date. The parties to this\nAgreement agree to make such other reasonable representations as requested by\nsuch counsel for the purpose of rendering any such opinion.\n\n       (b)   Representations, Warranties and Covenants.\n\n             The representations and warranties of Parent in this Agreement\nshall be true and correct in all respects on and as of the Effective Time as\nthough such representations and warranties were made on and as of the Effective\nTime, except for those representations and warranties which address matters only\nas of a particular date (which shall be true and correct only as of such date)\nand such inaccuracies as individually or in the aggregate would not have a\nMaterial Adverse Effect on Parent or the Internet Group, and Parent shall have\nperformed and complied in all material respects with all covenants and\nobligations of this Agreement required to be performed and complied with by them\nas of the Effective Time.\n\n       (c)   No Material Adverse Effect.\n\n             No Material Adverse Effect with respect to the Internet Group\nshall have occurred since the date of this Agreement and no events or\ncircumstances shall have occurred since the date hereof that would have a\nMaterial Adverse Effect on the Internet Group (except for any Material Adverse\nEffect that shall have been cured without such cure resulting or reasonably\nbeing expected to result in a Material Adverse Effect on the Internet Group).\n\n       (d)   Material Adverse Tax Consequence.\n\n             There shall not have been a Change of Law that, in the good\nfaith judgment of the Company after consultation with its external advisors,\ncould, if adopted, be reasonably likely to have a material adverse tax\nconsequence to the Company, Parent and\/or their respective shareholders, arising\nfrom the transactions contemplated by this Agreement.\n\n       (e)   Third Party Consents.\n\n             Any and all consents, waivers, assignments and approvals\nlisted in Sections 2.5 and 2.6 of the Parent Disclosure Schedule (other than\nthose whose failure to obtain, individually or in the aggregate, would not have\na Material Adverse Effect on the Internet Group's business) shall have been\nobtained.\n\n       (f)   The Walt Disney Catalog Working Capital Balance.\n\n             At the Effective Time, The Walt Disney Catalog, Inc. shall have \npositive working capital (i.e., current assets, including cash, exceeds current\nliabilities).\n\n                                       58\n\n \n       (g)   Certificate of Parent.\n\n             The Company shall have been provided with a certificate executed\non behalf of Parent by officers with titles of Senior Vice President or above to\nthe effect that, as of the Effective Time, the conditions set forth in Sections\n6.2(a) and (d) and 6.3 (b) and (c) have been met.\n\n\n                                  ARTICLE VII\n\n                         NON-SURVIVAL OF REPRESENTATIONS\n\n7.1    No Survival.\n\n       Except as set forth in Section 8.2 hereof, the representations,\nwarranties, covenants and other agreements made by Parent and the Company\ncontained herein or in any instrument delivered pursuant to this Agreement shall\nterminate and be of no further force or effect at the Effective Time.\nNotwithstanding the foregoing, the covenants made by Parent set forth in\nSections 5.4, 5.5, 5.13, 5.15, 5.16, 5.17 and 5.18 hereof shall remain in force\nand effect following the Effective Time.\n\n7.2    Disclaimer of Other Representations and Warranties.\n\n       No party hereto makes any representation or warranty other than those\nrepresentations and warranties set forth in this Agreement (including Exhibits\nand Schedules hereto).\n\n\n                                  ARTICLE VIII\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n8.1    Termination.\n\n       This Agreement may be terminated and the Merger abandoned at any time\nprior to the Effective Time:\n\n       (a)   by mutual consent of Parent and the Company;\n\n       (b)   by the Company or Parent if: (i) the Effective Time has not\noccurred by February 29, 2000; provided, however, that the right to terminate\n                               --------  ------- \nthis Agreement under this Section 8.1(b)(i) shall not be available to any party\nwhose action or failure to act has been a principal cause of or resulted in the\nfailure of the Merger to occur on or before such date and such action or failure\nto act constitutes a material breach of this Agreement; provided, further, that\n                                                        --------  -------\nany party terminating this Agreement pursuant to this Section 8.1(b)(i) shall\nprovide the other party with written notice of such termination, which notice\n(or Parent's response notice in Section 8.3(c)(ii)(B)) shall set forth those\nconditions to such party's obligations hereunder that have not been satisfied as\nof such date; (ii) there shall be a final nonappealable order of a federal or\nstate court in effect \n\n                                       59\n\n \npreventing consummation of the Merger; or (iii) there shall be any statute,\nrule, regulation, injunction, order or decree enacted, entered, enforced,\npromulgated, issued or deemed applicable to the Merger which makes consummation\nof the Merger illegal.\n\n       (c)   by the Company or Parent if (i) the Company Stockholders Meeting\n(including any adjournments or postponements thereof) shall have been held and\ncompleted and the Company's stockholders shall have taken a final vote on the\nmatters set forth in Section 5.2 hereof, and such matters shall not have been\napproved at such meeting by the Required Company Stockholder Vote (provided,\n                                                                   --------\nfurther, that the right to terminate this Agreement under this Section 8.1(c)\n-------\nshall not be available to the Company or Parent where the failure to obtain the\nRequired Company Stockholder Vote shall have been caused by the action or\nfailure to act of such party and such action or failure to act constitutes a\nmaterial breach by such party of this Agreement) or (ii) the Parent Stockholders\nMeeting (including any adjournments or postponements thereof) shall have been\nheld and completed and Parent's stockholders shall have taken a final vote on\nthe matters set forth in Section 5.2 hereof, and such matters shall not have\nbeen approved at such meeting by the Required Parent Stockholder Vote (provided,\n                                                                       --------\nfurther, that the right to terminate this Agreement under Section 8.1(c) shall\n-------        \nnot be available to Parent or the Company where the failure to obtain the\nrequired Parent Stockholder Vote shall have been caused by the action or failure\nto act of such party and such action or failure to act constitutes a material\nbreach by such party of this Agreement);\n\n       (d)   by Parent or the Company if there shall be any governmental action\ntaken, or any statute, rule, regulation or order enacted, promulgated or issued\nor deemed applicable to the Merger by any Governmental Body, which would: (i)\nprohibit Parent's ownership or operation of any material portion of the business\nof the Company or the Internet Group or (ii) compel Parent or the Company to\ndispose of or hold separate all or a material portion of the business assets of\nthe Company or the Internet Group as a result of the Merger;\n\n       (e)   by the Company if it is not in material breach of its obligations\nunder this Agreement and there has been a breach of any representation, warranty\nor covenant contained in this Agreement on the part of Parent, or if any\nrepresentation or warranty on the part of Parent shall have become untrue\n(except for those representations and warranties which address matters only as\nof a particular date, which shall be true and correct only as of such date), and\nsuch inaccuracy in such representation or warranty or breach shall not have been\ncured within thirty (30) calendar days after written notice to Parent, except\nfor such breaches and inaccuracies as individually or in the aggregate would not\nhave a Material Adverse Effect on the Internet Group; provided, however, that no\n                                                      --------  -------  \ncure period shall be required for a breach which by its nature cannot be cured;\n\n       (f)   by Parent if it is not in material breach of its obligations under\nthis Agreement and there has been a breach of any representation, warranty or\ncovenant contained in this Agreement on the part of the Company, or if any\nrepresentation or warranty of the Company shall have become untrue (except for\nthose representations and warranties which address matters only as of a\nparticular date, which shall be true and correct only as of such date) and such\ninaccuracy in such representations and warranties \n\n                                       60\n\n \nor such breach shall not have been cured within thirty (30) calendar days after\nwritten notice to the Company, except for such breaches and inaccuracies as\nindividually or in the aggregate would not have a Material Adverse Effect on the\nCompany; provided, however, that no cure period shall be required for a breach\n         --------  -------\nwhich by its nature cannot be cured;\n\n       (g)   by Parent, prior to the Company's obtaining the Required Company\nStockholder Vote and after receipt by the Company of an Acquisition Proposal, if\n(x) by the end of the tenth business day following (but not including) the day\nParent notifies the Company that it wishes the Board of Directors of the Company\nto publicly reaffirm its recommendation to the Company's stockholders to vote\nfor the Merger, the Board of Directors of the Company fails to so publicly\nreaffirm; or (y) by the later of the end of (A) the tenth business day following\nthe public announcement of an Acquisition Proposal or (B) the third business day\nfollowing (but not including) the day Parent notifies the Company that it wishes\nthe Board of Directors of the Company to publicly reject such publicly announced\nAcquisition Proposal, the Board of Directors of the Company fails to publicly\nreject such Acquisition Proposal; or (z) the Board of Directors of the Company\nshall have changed its recommendation to the Company's stockholders to vote in\nfavor of approval of the transactions contemplated hereby;\n\n       (h)   by the Company, prior to obtaining the Required Company Stockholder\nVote, upon five days' prior notice to Parent (the \"Company Superior Proposal\nNotice\"), if, as a result of a Company Superior Proposal by a party other than\nParent or any of its respective affiliates, the Board of Directors of the\nCompany determines in good faith, after considering applicable provisions of\nstate law and after consultation with outside counsel, that acceptance of the\nCompany Superior Proposal is necessary for the Company's Board of Directors to\nact in a manner consistent with its fiduciary duties under applicable law;\nprovided, however, that the Company's Board of Directors, in making any such\n--------  -------\ndetermination, shall have considered all concessions which have then been\noffered by Parent (it being understood that prior to any such termination the\nCompany shall, and shall cause its respective financial and legal advisors to,\nnegotiate with Parent to make such adjustments in the terms and conditions of\nthis Agreement in favor of the Company as would induce the Company to proceed\nwith a transaction with Parent rather than consummation of a Company Superior\nProposal made by a third party). Notwithstanding the foregoing, prior to or\ncontemporaneous with any termination under this Section 8.1(h), the Company must\npay to Parent in immediately available funds the fees required to be paid\npursuant to Section 8.3(a) hereof.\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 of the party taking such action.\n\n8.2    Effect of Termination.\n\n       In the event of termination of this Agreement as provided in Section 8.1\nand subject to the payment of any amounts due under Section 8.3, this Agreement\nshall forthwith become void and there shall be no liability or obligation on the\npart of Parent, \n\n                                       61\n\n \nAcquisition Company or the Company, or their respective officers, directors or\nstockholders, provided that each party shall remain liable for any willful\nbreaches of such party's covenants hereunder or intentional or willful breaches\nof such party's representations and warranties hereunder prior to its\ntermination; provided, further, that the provisions of Sections 5.4, 5.5 and 8.3\n             --------  -------\nof this Agreement shall remain in full force and effect and survive any\ntermination of this Agreement.\n\n8.3    Termination Fees and other Events.\n\n       (a)   If this Agreement is terminated by (i) Parent as a result of a\nbreach of Section 4.2 by the Company, or (ii) by Parent pursuant to its rights\nunder Section 8.1(g), or (iii) by the Company pursuant to its rights under\nSection 8.1(h), then (A) the Company shall pay to Parent a fee of $75 million in\ncash minus any amounts as may have been previously paid by such party pursuant\nto this Section 8.3 and (B) if, within 12 months of any such termination\ndescribed in clauses (a)(i) through (iii) above, the Company becomes a majority\nowned subsidiary of another person or entity or consummates an Acquisition\nProposal with another person or entity which would result in the acquisition of\n50% or more of the voting power of the Company (a \"Majority Acquisition\nProposal\"), the agreements between Parent and\/or certain of its subsidiaries and\naffiliates and the Company set forth on Exhibit F hereto shall be terminated.\n\n       (b)   If:\n\n             (i) this Agreement is terminated by a party pursuant to Section\n8.1(c) following a failure of the Company's stockholders to grant the Required\nCompany Stockholder Approval; and\n\n             (ii) prior to such meeting of the Company's stockholders (and\nfollowing the date hereof), there shall have been publicly announced an\nAcquisition Proposal (whether or not such Acquisition Proposal shall have been\nrejected or shall have been withdrawn prior to the time of such termination or\nof the Company Stockholders Meeting); and\n\n             (iii) within 12 months of any such termination described in clause\n(b)(i) above, the Company becomes a majority-owned subsidiary of another person\nor entity or accepts a written offer to consummate or consummates a Majority\nAcquisition Proposal upon the signing of a definitive agreement relating to such\nMajority Acquisition Proposal, or, if no such agreement is signed, then at the\nclosing (and as a condition of the closing) of the Company becoming such a\nsubsidiary or of such Majority Acquisition Proposal, (A) the Company shall pay\nto Parent a fee of $75 million in cash, minus any amounts as may have been\npreviously paid by such party pursuant to this Section 8.3 and (B) the\nagreements set forth in Exhibit F hereto shall be terminated.\n\n       (c)   If this Agreement is terminated by (i) Parent pursuant to Section\n8.1(b)(i) solely as a result of the failure of a condition set forth in Section\n6.2(a) or (d) of this Agreement to be satisfied or (ii) by the Company pursuant\nto Section 8.1(b)(i) and (A) the Company provides Parent with written notice\n(the \"Company Notice\") to the \n\n                                       62\n\n \neffect that all of the conditions set forth in Sections 6.1 and 6.3 have been\nsatisfied or waived and (B) Parent notifies the Company in writing within ten\nbusiness days of the Company Notice that the basis for its failure to close is\nsolely due to the condition set forth in Section 6.2(a) or (d) not having been\nsatisfied (provided that Parent's failure to respond shall be deemed to be an\n           --------\nadmission of the failure of the condition in Section 6.2(a) or (d)), then Parent\nshall purchase from the Company, at a price per share equal to the Termination\nShare Price, a number of shares of Company Common Stock equal to $50,000,000\ndivided by the Termination Share Price. Such purchase and sale shall be effected\nby Parent and the Company not later than five business days following the last\nday of trading that is used in the calculation the Company Market Price as\ndescribed below. As used herein, the \"Termination Share Price\" means (i) if the\nCompany Market Price shall be $40.00 per share or more, then the Company Market\nPrice, or (ii) if the Company Market Price shall be less than $40.00 per share,\nthen 200% of the Company Market Price. As used herein, \" Company Market Price\"\nmeans the average of the closing prices per share of Company Common Stock for\nthe ten trading days after the termination of this Agreement.\n\n       (d)   If this Agreement is terminated by (i) Parent pursuant to its\nrights under Section 8.1(c)(i) and the Required Parent Stockholder Vote is\nobtained at the Parent Stockholders Meeting, then the Company shall pay Parent's\nactual and documented fees and expenses, excluding any retainer or contingent,\nsuccess or similar fees up to $2,500,000 in cash in the aggregate and (ii) the\nCompany pursuant to pursuant to its rights under Section 8.1(c)(ii) and the\nRequired Company Stockholder Vote is obtained at the Company Stockholders\nMeeting, then Parent shall pay the Company's actual and documented fees and\nexpenses, excluding any retainer or contingent, success or similar fees up to\n$2,500,000 in cash in the aggregate.\n\n       (e)   The Company acknowledges and agrees that the agreements contained\nin this Section 8.3 are an integral part of the transactions contemplated by\nthis Agreement. No termination by the Company of this Agreement under this\nArticle VIII shall be effective unless and until all fees required to be then\npaid by the Company pursuant to Section 8.3 hereof shall have been received in\nimmediately available funds by Parent. Notwithstanding anything to the contrary\ncontained in this Section 8.3, if the Company fails to pay Parent any fees or\nexpenses due under Section 8.3(a), (b), (c) or (d) within the time required\nunder this Agreement or, if no time period is specified, within 5 business days\nof the event giving rise to the payment of such fees and expenses, in addition\nto any other amounts paid or payable pursuant to this Agreement, the Company\nshall pay the out-of-pocket costs and expenses (including reasonable legal fees\nand expenses) in connection with any action, including the filing of any lawsuit\nor other legal action, taken to collect payment together with interest on the\namount of any unpaid fees and expenses at the publicly announced prime rate of\nCitibank N.A. from the date such fees and expenses were required to be paid. The\nfees and expenses set forth in this Section 8.3 shall not be the exclusive\nremedy available against either party if such party willfully breaches this\nAgreement.\n\n                                       63\n\n \n8.4    Amendment.\n\n       This Agreement may be amended by the parties hereto at any time by\nexecution of an instrument in writing signed on behalf of Parent, Acquisition\nCompany and the Company.\n\n8.5    Extension; Waiver.\n\n       At any time prior to the Effective Time, Parent and the Company may, to\nthe extent legally allowed, (i) extend the time for the performance of any of\nthe obligations of the other party hereto, (ii) waive any inaccuracies in the\nrepresentations and warranties made to such party contained herein or in any\ndocument delivered pursuant hereto, and (iii) waive compliance with any of the\nagreements or conditions for the benefit of such party contained herein. Any\nagreement on the part of a party hereto to any such extension or waiver shall be\nvalid only if set forth in an instrument in writing signed on behalf of such\nparty.\n\n\n                                   ARTICLE IX\n\n                               GENERAL PROVISIONS\n\n9.1    Notices.\n\n       All notices and other communications hereunder shall be in writing and\nshall be deemed given if delivered personally or by commercial messenger or\ncourier service, or mailed by registered or certified (return receipt requested)\nor overnight mail or sent via facsimile (with acknowledgment of complete\ntransmission) to the parties at the following addresses (or at such other\naddress for a party as shall be specified by like notice); provided, however,\n                                                           --------  -------\nthat notices sent by mail will not be deemed given until received:\n\n       (a)        if to the Company:\n\n                           Infoseek Corporation\n                           1399 Moffett Park Drive\n                           Sunnydale, California 94089\n                           Attention: Harry M. Motro, President\n                           Telephone No: (408) 543-6000\n                           Facsimile No: (408) 734-9350\n\n                                       64\n\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:  David J. Segre, Esq.\n                           Telephone No.:  (650) 493-9300\n                           Facsimile No.:  (650) 493-6811\n\n     (b)         if to Parent or Acquisition Company:\n\n                           The Walt Disney Company\n                           500 South Buena Vista Street\n                           Burbank, California 91521\n                           Attention:  Thomas O. Staggs, Chief Financial Officer\n                           Telephone No.: (818) 560-1000\n                           Facsimile No.: (818) 556-3889\n\n                  with copies to:\n\n                           The Walt Disney Company\n                           500 South Buena Vista Street\n                           Burbank, California 91521\n                           Attention:  David K. Thompson, Esq.\n                           Telephone No.: (818) 560-1000\n                           Facsimile No.: (818) 563-4160\n\n                           and\n\n                           Dewey Ballantine LLP\n                           1301 Avenue of the Americas\n                           New York, New York  10019-6092\n                           Attention:  Morton A. Pierce, Esq.\n                           Telephone No.:  (212) 259-6640\n                           Facsimile No.:  (212) 259-6333\n\n9.2    Interpretation.\n\n       The words \"include,\" \"includes\" and \"including\" when used herein shall be\ndeemed in each case to be followed by the words \"without limitation.\" The table\nof contents and headings contained in this Agreement are for reference purposes\nonly and shall not affect in any way the meaning or interpretation of this\nAgreement.\n\n                                       65\n\n \n9.3    Counterparts.\n\n        This Agreement may be executed in one or more counterparts, all of\nwhich shall be considered one and the same agreement and shall become effective\nwhen one or more counterparts have been signed by each of the parties and\ndelivered to the other party, it being understood that all parties need not sign\nthe same counterpart.\n\n9.4    Entire Agreement; Assignment.\n\n       This Agreement, the Exhibits hereto the Confidentiality Agreement, and\nthe documents and instruments and other agreements among the parties and\/or\ntheir affiliates hereto referenced herein or entered into in connection\nherewith: (a) constitute the entire agreement among the parties with respect to\nthe subject matter hereof and supersede all prior agreements and understandings\nboth written and oral, among the parties with respect to the subject matter\nhereof; and (b) shall not be assigned (other than by operation of law) without\nthe written consent of the other party. The obligations of the parties hereto\nshall be binding on the respective legal successor and assigns to the parties\nand the successors in interest of all or substantially all of the business of\nthe respective parties.\n\n9.5    Severability.\n\n       In the event that any provision of this Agreement or the application\nthereof, becomes or is declared by a court of competent jurisdiction to be\nillegal, void or unenforceable, the remainder of this Agreement will continue in\nfull force and effect and the application of such provision to other persons or\ncircumstances will be interpreted so as reasonably to effect the intent of the\nparties hereto. The parties further agree to replace such void or unenforceable\nprovision of this Agreement with a valid and enforceable provision that will\nachieve, to the extent possible, the economic, business and other purposes of\nsuch void or unenforceable provision.\n\n9.6    Other Remedies.\n\n       Except as otherwise provided herein, any and all remedies herein\nexpressly conferred upon a party will be deemed cumulative with and not\nexclusive of any other remedy conferred hereby, or by law or equity upon such\nparty, and the exercise by a party of any one remedy will not preclude the\nexercise of any other remedy.\n\n9.7    Governing Law.\n\n       This Agreement shall be governed by and construed in accordance with\nthe laws of the State of Delaware, regardless of the laws that might otherwise\ngovern under applicable principles of conflicts of laws thereof.\n\n9.8    Rules of Construction.\n\n       The parties hereto agree that they have been represented by counsel\nduring the negotiation and execution of this Agreement and, therefor, waive the\napplication of any \n\n                                       66\n\n \nlaw, regulation, holding or rule of construction providing that ambiguities in\nan agreement or other document will be construed against the party drafting such\nagreement or document.\n\n9.9    Specific Performance.\n\n       The parties hereto agree that irreparable damage could occur in the\nevent any provision of this Agreement was not performed in accordance with the\nterms hereof and that the parties will be entitled to the remedy of specific\nperformance of the terms hereof, in addition to any other right or remedy any\nperson hereto may have at law or in equity.\n\n                                       67\n\n \n       IN WITNESS WHEREOF, Parent, Acquisition Company and the Company have\ncaused this Agreement to be signed, all as of the date first written above.\n\n                                     THE WALT DISNEY COMPANY\n\n\n                                     By: \/s\/ Thomas O. Staggs\n                                        ---------------------\n                                     Name:  Thomas O. Staggs\n                                     Title: Executive Vice-President\n                                            and Chief Financial Officer\n\n                                     BINGO ACQUISITION CORP.\n\n                                     By: \/s\/ John Ball\n                                        --------------\n                                     Name:  John Ball\n                                     Title: Vice-President\n\n\n                                     INFOSEEK CORPORATION\n\n\n                                     By:  \/s\/ Harry M. Motro\n                                        --------------------\n                                     Name: Harry M. Motro\n                                     Title:  President and Chief\n                                             Executive Officer\n\n\n                  [SIGNATURE PAGE TO REORGANIZATION AGREEMENT]\n\n                                       68\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331,7854],"corporate_contracts_industries":[9532,9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43188","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_companies-infoseek-corp","corporate_contracts_industries-travel__services","corporate_contracts_industries-technology__software","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\/43188","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=43188"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43188"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43188"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43188"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}