{"id":43466,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/merger-agreement-and-plan-of-reorganization-liberate.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"merger-agreement-and-plan-of-reorganization-liberate","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/merger-agreement-and-plan-of-reorganization-liberate.html","title":{"rendered":"Merger Agreement and Plan of Reorganization &#8211; Liberate Technologies, SourceSite LLC, Source Media Inc., Insight Communications Inc."},"content":{"rendered":"<pre>                                                                  EXECUTION COPY\n\n\n                              MERGER AGREEMENT AND\n\n                             PLAN OF REORGANIZATION\n\n                                  BY AND AMONG\n\n                              LIBERATE TECHNOLOGIES\n\n                            LIBERATE ACQUISITION CO.\n\n                                 SOURCESUITE LLC\n\n                           SOURCESUITE ACQUISITION LLC\n\n                               SOURCE MEDIA, INC.\n\n                            INSIGHT INTERACTIVE, LLC\n\n                                       AND\n\n                      INSIGHT COMMUNICATIONS COMPANY, INC.\n\n\n                          Dated as of January 12, 2000\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                                               PAGE\n                                                                                                               ----\n                                                                                                            \nARTICLE 1  THE MERGER.............................................................................................2\n         1.1  The Merger..........................................................................................2\n         1.2  Effective Time......................................................................................2\n         1.3  Effect of the Merger on Constituent Companies.......................................................3\n         1.4  Certificate of Formation, Limited Liability Company Agreement and Management Committee of Surviving\n                 Corporation......................................................................................3\n         1.5  Maximum Number of Shares of Parent Common Stock to be Issued; Effect on Target Units................3\n         1.6  Exchange Procedures.................................................................................4\n         1.7  No Further Ownership Rights in Target...............................................................5\n         1.8  Exemption from Registration; California Permit......................................................5\n         1.9  Further Action......................................................................................5\n         1.10  Reduction in Cash Consideration....................................................................6\n\nARTICLE 2  REPRESENTATIONS AND WARRANTIES OF TARGET...............................................................6\n         2.1  Organization and Qualification......................................................................6\n         2.2  Authority Relative to this Agreement................................................................7\n         2.3  Capitalization......................................................................................7\n         2.4  Subsidiaries........................................................................................8\n         2.5  No Conflicts........................................................................................8\n         2.6  Books and Records; Organizational Documents.........................................................8\n         2.7  Target Financials...................................................................................9\n         2.8  Absence of Changes..................................................................................9\n         2.9  No Undisclosed Liabilities.........................................................................12\n         2.10  Taxes.............................................................................................12\n         2.11  Legal Proceedings.................................................................................15\n         2.12  Compliance with Laws and Orders...................................................................15\n         2.13  Employee Benefit Plans............................................................................15\n         2.14  Title to Property.................................................................................16\n         2.15  Intellectual Property.............................................................................17\n         2.16  Contracts.........................................................................................20\n         2.17  Insurance.........................................................................................21\n         2.18  Affiliate Transactions............................................................................21\n         2.19  Employees; Labor Relations........................................................................22\n         2.20  Environmental Matters.............................................................................23\n         2.21  Other Negotiations; Brokers; Third Party Expenses.................................................24\n         2.22  Foreign Corrupt Practices Act.....................................................................24\n         2.23  Approvals.........................................................................................25\n         2.24  Disclosure........................................................................................25\n         2.25  Permit Application; Information Statement.........................................................25\n         2.26  Investment Advisors...............................................................................26\n         2.27  Due Diligence.....................................................................................26\n\n\n\n                                       i\n\n\n\n\n                                                                                                               PAGE\n                                                                                                               ----\n                                                                                                            \nARTICLE 3  REPRESENTATIONS AND WARRANTIES OF ACQUIROR............................................................26\n         3.1  Organization and Qualification.....................................................................26\n         3.2  Authority Relative to this Agreement...............................................................26\n         3.3  SEC Documents; Parent Financial Statements.........................................................27\n         3.4  No Conflicts.......................................................................................28\n         3.5  Information to be Supplied by Parent...............................................................28\n         3.6  Ownership of Merger Sub; No Prior Activities.......................................................28\n         3.7  Investment Advisors................................................................................29\n         3.8  Third Party Consents...............................................................................29\n\nARTICLE 4  ADDITIONAL AGREEMENTS.................................................................................29\n         4.1  Information Statement; Permit Application..........................................................29\n         4.2  Target Units Holders Approval......................................................................30\n         4.3  Access to Information..............................................................................31\n         4.4  Confidentiality....................................................................................31\n         4.5  Expenses...........................................................................................31\n         4.6  Public Disclosure..................................................................................32\n         4.7  Approvals..........................................................................................32\n         4.8  Notification of Certain Matters....................................................................32\n         4.9  Additional Documents and Further Assurances........................................................32\n         4.10  NNM Listing.......................................................................................33\n         4.11  Auditors..........................................................................................33\n         4.12  Benefit Arrangements..............................................................................33\n         4.18  Noncompete........................................................................................34\n\nARTICLE 5  CONDITIONS TO THE MERGER..............................................................................34\n         5.1  Conditions to Obligations of Each Party to Effect the Merger.......................................34\n         5.2  Additional Conditions to Obligations of Target.....................................................35\n         5.3  Additional Conditions to the Obligations of Parent and Merger Sub..................................36\n\nARTICLE 6  SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.....................................38\n         6.1  Survival of Representations, Warranties, Covenants and Agreements..................................38\n         6.2  Indemnification by Target and the Holder Indemnitors...............................................38\n         6.3  Market Stand-Off...................................................................................39\n         6.4  Limitation of Liability............................................................................39\n\nARTICLE 7  CONDUCT PRIOR TO THE EFFECTIVE TIME...................................................................40\n         7.1  Conduct of Business................................................................................40\n         7.2  No Solicitation....................................................................................40\n\nARTICLE 8  TERMINATION, AMENDMENT AND WAIVER.....................................................................41\n         8.1  Termination........................................................................................41\n         8.2  Effect of Termination..............................................................................42\n         8.3  Amendment..........................................................................................42\n         8.4  Extension; Waiver..................................................................................43\n\n\n                                       ii\n\n\n\n\n                                                                                                               PAGE\n                                                                                                               ----\n                                                                                                            \nARTICLE 9  MISCELLANEOUS PROVISIONS..............................................................................43\n         9.1  Notices............................................................................................43\n         9.2  Entire Agreement...................................................................................45\n         9.3  Further Assurances; Post-Closing Cooperation.......................................................45\n         9.4  Waiver.............................................................................................45\n         9.5  Third Party Beneficiaries..........................................................................46\n         9.6  No Assignment; Binding Effect......................................................................46\n         9.7  Headings...........................................................................................46\n         9.8  Invalid Provisions.................................................................................46\n         9.9  Governing Law......................................................................................46\n         9.10  Construction......................................................................................46\n         9.11  Counterparts......................................................................................46\n         9.12  Specific Performance..............................................................................46\n         9.13  No Solicitation of Employees......................................................................47\n         9.14  Exculpation.......................................................................................47\n\nARTICLE 10  DEFINITIONS..........................................................................................47\n         10.1  Definitions.......................................................................................47\n\n\n\n                                       iii\n\n\n                                  TABLE OF CONTENTS\n\n\n\n                                                                                                               PAGE\n                                                                                                               ----\n                                                                                                         \nEXHIBITS &amp; SCHEDULES\nExhibit A   -    Forms of Ancillary Agreements\n                 A.1--Programming Services Agreement\n                 A.2--VirtualModem License Agreement\n                 A.3--Preferred Content Provider Agreement\n                 A.4--Registration Rights Agreement\nExhibit B   -    Form of Delaware Certificate of Merger\nExhibit C   -    Form of Stockholders Certificate\nExhibit D   -    Form of Parent Officer's Certificates\nExhibit E   -    Matters to be Covered by Legal Opinion of Gunderson Dettmer Stough Villeneuve\n                 Franklin &amp; Hachigian, LLP\nExhibit F   -    Form of Target Management Committee's Certificates\nExhibit G   -    Matters to be Covered by Legal Opinion of Cooperman Levitt Winkoff Lester &amp; Newman,\n                 P.C.\nExhibit H   -    Form Parent Officer's Tax Certificate\nExhibit 4.2 -    Support Agreement\n\n\n\n                                       iv\n\n\n                              MERGER AGREEMENT AND\n\n                             PLAN OF REORGANIZATION\n\n\n\n                  This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the \n\"AGREEMENT\") is made and entered into as of January 12, 2000, by and among \nLIBERATE TECHNOLOGIES, a Delaware corporation (the \"PARENT\"), SOURCESUITE \nLLC, a Delaware limited liability company (the \"TARGET\"), SOURCE MEDIA, INC., \na Delaware corporation (\"SOURCE MEDIA\"), INSIGHT COMMUNICATIONS COMPANY, \nINC., a Delaware corporation (\"INSIGHT COMMUNICATIONS\") and Insight \nInteractive, LLC, a Delaware limited liability company and wholly owned \nsubsidiary of Insight Communications (\"INSIGHT INTERACTIVE\"). This Agreement \nshall be entered into by LIBERATE ACQUISITION CO., a Delaware limited \nliability company and a wholly owned subsidiary of Parent (the \"MERGER SUB\"), \nand by SOURCESUITE ACQUISITION LLC, a Delaware limited liability company (the \n\"OTHER ASSETS COMPANY\"), on or before the Closing. Capitalized terms used and \nnot otherwise defined herein have the meanings set forth in ARTICLE 10.\n\n                                    RECITALS\n\n                  A. Source Media and Insight Interactive are the holders \n(individually a \"Holder,\" collectively the \"Holders\") of all of the capital \nownership interests in Target (\"TARGET UNITS\"); the affairs of Target and the \nconduct of its business is as set forth in the Limited Liability Company \nAgreement between Source Media and Insight Interactive dated as of November \n17, 1999 (\"TARGET LLC AGREEMENT\"); and a management committee has the final \nauthority with respect to the management of the business and affairs of \nTarget (\"TARGET MANAGEMENT COMMITTEE\").\n\n                  B. Target and Other Assets Company will enter into \nagreement(s) whereby the assets of Target prior to the effectiveness of such \nagreement(s) will be separated such that the business, all assets and \nproperties used in and\/or necessary to the conduct of the business, and \ncertain liabilities associated with the business, each relating to the \nVirtualModem Products will remain within Target and all other businesses, \nassets, properties and liabilities will be purchased by Other Assets Company \nat a price equal to their fair market value as determined by KPMG Peat \nMarwick in its valuation (the \"KPMG Value\").\n\n                  C. The Board of Directors of Parent and the Management \nCommittees of each of Merger Sub and Target believe it is in the best \ninterests of Parent, Merger Sub and Target and their respective stockholders \nand members that Parent acquire Target through the merger of Merger Sub with \nand into Target (the \"MERGER\") and, in furtherance thereof, have approved the \nMerger.\n\n                  D. The Board of Directors of Parent and the Management \nCommittees of each of Merger Sub and Target have approved the Merger and this \nAgreement and the transactions contemplated hereby.\n\n\n\n                  E. Pursuant to the Merger, among other things, and subject \nto the terms and conditions of the Agreement, all of the Target Units which \nare outstanding immediately prior to the Effective Time of the Merger shall \nbe converted into the right to receive shares of Common Stock of Parent \n(\"PARENT COMMON STOCK\").\n\n                  F. On the Closing Date, Target and Other Assets Company \nshall enter into the Programming Services Agreement; Other Assets Company and \nParent shall enter into the Preferred Content Provider Agreement; Target and \nInsight Communications shall enter into the VirtualModem License Agreement; \nand Parent and the Holders shall enter into the Registration Rights \nAgreement, all in the forms attached hereto as EXHIBIT A.1 THROUGH A.4.\n\n                  G. Target and Parent desire to make certain \nrepresentations, warranties, covenants and agreements in connection with the \nMerger.\n\n                  H. For United States federal income tax purposes, it is \nintended that the Merger qualify as a \"reorganization\" within the meaning of \nSection 368 of the Internal Revenue Code.\n\n                  NOW, THEREFORE, in consideration of the covenants, \npromises, representations and warranties set forth herein, and for other good \nand valuable consideration (the receipt and sufficiency of which are hereby \nacknowledged by the parties), and intending to be legally bound hereby, the \nparties agree as follows:\n\n                                    ARTICLE 1\n                                   THE MERGER\n\n                  1.1 THE MERGER. At the Effective Time and subject to and \nupon the terms and conditions of this Agreement and the applicable provisions \nof the DLLCA, and, to the extent applicable, the California Code, Merger Sub \nshall be merged with and into Target, the separate existence of Merger Sub \nshall cease, and Target shall continue as the surviving company and as a \nwholly owned subsidiary of Parent (the \"SURVIVING COMPANY\").\n\n                  1.2 EFFECTIVE TIME. Unless this Agreement is earlier \nterminated pursuant to SECTION 8.1, the closing and consummation of the \nMerger (the \"CLOSING\") will take place as promptly as practicable, but in no \nevent later than two (2) Business Days, following satisfaction or waiver of \nthe conditions set forth in ARTICLE 5, at the offices of Gunderson Dettmer \nStough Villeneuve Franklin &amp; Hachigian, LLP, unless another place or time is \nagreed to by Parent and Target. The date upon which the Closing actually \noccurs is herein referred to as the \"CLOSING DATE.\" On the Closing Date, the \nparties hereto shall cause the Merger to be consummated by filing a \ncertificate of merger in form reasonably acceptable to the parties, in form \nand substance to be agreed upon by Parent and Holders and to be set forth as \nEXHIBIT B (the \"DELAWARE CERTIFICATE OF MERGER\"), in accordance with the \nrelevant provisions of applicable law (the time of acceptance by the \nSecretary of State of the State of Delaware of such filing, or such later \ntime agreed to by the parties and set forth in the Delaware Certificate of \nMerger, being referred to herein as the \"EFFECTIVE TIME\"). The Delaware \nCertificate of Merger shall provide that the Surviving Company shall change \nits name, and Parent and the Surviving Company shall take all \n\n                                       2\n\n\nactions reasonably requested by the Related Parties to allow the Other Assets \nCompany to use the name \"SourceSuite.\"\n\n                  1.3 EFFECT OF THE MERGER ON CONSTITUENT COMPANIES. At the \nEffective Time, the effect of the Merger shall be as provided in the \napplicable provisions of the DLLCA. Without limiting the generality of the \nforegoing, and subject thereto, at the Effective Time, all the property, \nrights, privileges, powers and franchises of Merger Sub and Target shall vest \nin the Surviving Company, and all debts, liabilities, obligations, \nrestrictions, disabilities and duties of Merger Sub and Target shall become \nthe debts, liabilities, obligations, restrictions, disabilities and duties of \nthe Surviving Company.\n\n                  1.4 CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY \nAGREEMENT AND MANAGEMENT COMMITTEE OF SURVIVING COMPANY.\n\n                           (a)  At the Effective  Time, the  Certificate  of \nFormation of Target, as in effect immediately prior to the Effective Time \nshall be the Certificate of Formation of the Surviving Company from and after \nthe Effective Time until thereafter amended as provided by applicable law and \nsuch Certificate of Formation.\n\n                           (b)  At the Effective Time, the Limited Liability \nCompany Agreement of Merger Sub, as in effect immediately prior to the \nEffective Time, shall be the Limited Liability Company Agreement of the \nSurviving Company until thereafter amended as provided by applicable law.\n\n                           (c) At the Effective Time, the Target Management \nCommittee shall no longer have any rights, power or authority to manage the \nbusiness or affairs of Target or the Surviving Company and Parent shall \ndesignate the manager(s) of the Surviving Company.\n\n                  1.5 MAXIMUM NUMBER OF SHARES OF PARENT COMMON STOCK TO BE \nISSUED; EFFECT ON TARGET UNITS. The maximum number of shares of Parent Common \nStock to be issued in exchange for the acquisition by Parent of all Target \nUnits which are outstanding immediately prior to the Effective Time shall not \nexceed the Maximum Share Number. On the terms and subject to the conditions \nof this Agreement, as of the Effective Time, by virtue of the Merger and \nwithout any action on the part of Parent, Merger Sub or Target or any holder \nof any Target Units, the following shall occur:\n\n                           (a)  TRANSFER OF TARGET UNITS. At the Effective \nTime, each Target Unit that is outstanding immediately prior to the Effective \nTime will be transferred to Parent in exchange for the issuance by Parent of \nthat number of shares of Parent Common Stock equal to the Exchange Ratio, \nrounded down to the nearest whole share of Parent Common Stock, subject to \nadjustment in accordance with SECTION 1.8, plus as a working capital \nadjustment an amount of cash equal to the quotient of (X) the excess of (A) \nthe amount of Target's cash and cash equivalents at the Effective Time over \n(B) any taxes payable by Target on the sale of assets to the Other Assets \nCompany which shall be estimated as of the Closing Date (in calculating taxes \npayable for this purpose, any losses incurred by Target prior to the \nEffective Time shall offset any gain that would otherwise be recognized on \nsuch sale), divided by (Y) the aggregate number of Target Units that are \noutstanding immediately prior to the Effective Time. At the Effective \n\n                                       3\n\n\nTime, the taxes payable in clause (B) above shall be estimated, based on the \nsales price of the assets sold to the Other Assets Company. Adjustments to \nthe taxes payable, if any, shall be made following the preparation of \nTarget's federal income tax return for the period ending on the Closing Date; \nif the estimated taxes payable as determined on the Closing Date are higher \nthan the taxes reported on such return, Parent shall make a cash payment to \neach Holder equal to one half of such difference, and if the estimated taxes \npayable are lower than the taxes reported on such return each Holder shall \nmake a cash payment to Parent equal to one half of such difference.\n\n                           (b) ADJUSTMENTS TO EXCHANGE RATIO. The Exchange \nRatio shall be equitably adjusted to reflect fully the effect of any stock \nsplit, reverse split, stock combination, stock dividend (including any \ndividend or distribution of securities convertible into Parent Common Stock), \nreorganization, reclassification, recapitalization or other like change with \nrespect to Parent Common Stock occurring after the date hereof and prior to \nthe Effective Time.\n\n                           (c)  FRACTIONAL  SHARES.  No fraction of a share \nof Parent Common Stock will be issued in the Merger, but in lieu thereof, \neach holder of a Target Unit who would otherwise be entitled to a fraction of \na share of Parent Common Stock (after aggregating all fractional shares of \nParent Common Stock to be received by such holder) shall be entitled to \nreceive from Parent an amount of cash (rounded to the nearest whole cent) \nequal to the product of (a) such fraction, multiplied by (b) the average of \nthe closing prices of Parent's Common Stock for the ten (10) trading days \nended on the second trading day immediately preceding the Closing Date.\n\n                  1.6 EXCHANGE PROCEDURES.\n\n                           (a)  PARENT COMMON STOCK.  As soon as practicable \nafter the Effective Time, but in no event later than two (2) Business Days \nafter the Effective Time, Parent shall transfer to each Holder a certificate \nfor the aggregate number of shares of Parent Common Stock issuable in \nexchange for outstanding Target Units owned by such Holder pursuant to \nSECTION 1.5 and cash in an amount sufficient to permit the payment of all \ncash payable in lieu of fractional shares pursuant to SECTION 1.5(c).\n\n                           (b)  EXCHANGE PROCEDURES.  As soon as practicable \nafter the Effective Time, but in no event later than two (2) Business Days \nafter the Effective Time, each Holder shall transfer the Target Units owned \nby it to the Parent. Until so transferred, each outstanding Target Unit prior \nto the Effective Time will be deemed from and after the Effective Time, for \nall corporate purposes, to evidence the ownership of the number of full \nshares of Parent Common Stock into which such Target Units shall be so \ntransferable and the right to receive cash in lieu of fractional shares as \nprovided herein.\n\n                           (c)  DISTRIBUTIONS WITH RESPECT TO TRANSFERRED \nTARGET UNITS. No dividends or other distributions with respect to Parent \nCommon Stock declared or made after the Effective Time and with a record date \nafter the Effective Time will be paid to any Holder of any untransferred \nTarget Units with respect to the shares of Parent Common Stock represented \nthereby until the holder of record of such Target Units shall transfer such \nTarget Units as provided in this SECTION 1.6 or as otherwise accepted by \nParent. Subject to applicable law, \n\n                                       4\n\n\nfollowing surrender of any such Target Units, there shall be paid to the \nrecord holder of the certificates representing whole shares of Parent Common \nStock issued in exchange therefor, without interest, at the time of such \ntransfer, the amount of dividends or other distributions with a record date \nafter the Effective Time theretofore payable (but for the provisions of this \nSECTION 1.5(c)) with respect to such whole shares of Parent Common Stock.\n\n                  1.7 NO FURTHER OWNERSHIP RIGHTS IN TARGET. All shares of \nParent Common Stock issued upon the transfer of Target Units in accordance \nwith the terms hereof (including any cash in lieu of fractional shares) shall \nbe deemed to have been issued in full satisfaction of all rights pertaining \nto such Target Units, and there shall be no further registration of transfers \non the records of Target of Target Units which were outstanding immediately \nprior to the Effective Time.\n\n                  1.8 EXEMPTION FROM REGISTRATION; CALIFORNIA PERMIT. The \nshares of Parent Common Stock to be issued pursuant to SECTION 1.6 in \nconnection with the Merger will be issued in a transaction exempt from \nregistration under the Securities Act, by reason of Section 3(a)(10) thereof, \nor pursuant to SECTION 4.1, by reason of Section 4(2) of the Securities Act \nand SEC rules and regulations promulgated thereunder. Subject to the \nprovisions of SECTION 4.1, the shares of Parent Common Stock to be issued \npursuant to SECTION 1.6 in connection with the Merger will be qualified under \nthe California Code, pursuant to Section 25121 thereof, after a fairness \nhearing has been held pursuant to the authority granted by Section 25142 of \nsuch law. Parent shall use all requisite commercially reasonable efforts, \nwith the cooperation of Target, (i) to file, as promptly as practicable \nfollowing the execution and delivery of this Agreement and in any event on or \nbefore January 21, 2000, an application for issuance of a permit pursuant to \nSection 25121 of the California Code to issue such securities (the \n\"CALIFORNIA PERMIT\") and (ii) to obtain the California Permit as promptly as \npracticable and in any event no later than March 10, 2000. If the parties are \nunable to obtain the California Permit for whatever reason by March 10, 2000, \nas required by Section 5.1(c), Source Media shall be entitled to receive for \neach Target Unit then held by Source Media an amount of cash equal to $15 \nmillion divided by the number of Target Units then held by Source Media (plus \nany cash for each such Target Unit payable pursuant to Section 1.5(a) \nhereof), and the number of shares of Parent Common Stock to which Source \nMedia shall be entitled to receive pursuant to Section 1.5 shall be reduced \nby the number of shares by which the Maximum Share Number is reduced, \nPROVIDED, HOWEVER, that if the cash payable pursuant to this Section 1.8 is \nreduced in accordance with SECTION 1.10, the number of shares of Parent \nCommon Stock to which Source Media shall be entitled to receive shall be \nincreased by the increase in the Maximum Share Number determined in \naccordance with SECTION 1.10.\n\n                  1.9 FURTHER ACTION. If, at any time after the Effective \nTime, any such further action is necessary or desirable to carry out the \npurposes of this Agreement or to vest the Surviving Company with full right, \ntitle and possession to all assets, property, rights, privileges, powers and \nfranchises of Target, Parent is fully authorized to take, and will take, all \nsuch lawful and necessary action.\n\n                  1.10 REDUCTION IN CASH CONSIDERATION. Anything to the \ncontrary herein notwithstanding, the aggregate amount of cash payable \npursuant to SECTION 1.5(a) and SECTION 1.8 shall be reduced such that the sum \nof (A) the cash payable pursuant to SECTION 1.5(a), \n\n                                       5\n\n\n(B) the cash payable pursuant to SECTION 1.8, (C) the KPMG Value (as defined \nin the Recitals of this Agreement) and (D) the value of the royalty-free \nlicense granted to Other Assets Company pursuant to the Programming Services \nAgreement by Parent or Target as determined by KPMG Peat Marwick, will not \nexceed 19.9% of the total aggregate consideration payable to the Holders \ncalculated based on the fair market value of the Parent Common Stock at the \nEffective Time. Any such reduction shall first be made from the amount of \ncash payable pursuant to SECTION 1.8. If the amount of cash payable is \nreduced in accordance with this SECTION 1.10, the Maximum Share Number shall \nbe increased by a number of shares equal to such reduction divided by \n$232.6875 per share; PROVIDED, HOWEVER, that in no event shall the Maximum \nShare Number be increased above 886,000.\n\n                                    ARTICLE 2\n                    REPRESENTATIONS AND WARRANTIES OF TARGET\n\n                  Target, Target Subsidiary, the Holders and Insight \nCommunications, jointly and severally, hereby represent and warrant to \nParent, subject to such exceptions and qualifications as specifically \ndisclosed with respect to the specific numbered and lettered sections and \nsubsections of this ARTICLE 2 in the Target disclosure schedule and schedule \nof exceptions of Target (the \"TARGET DISCLOSURE SCHEDULE\") delivered herewith \nand which shall become a part hereof, dated as of the date hereof, and \nnumbered with corresponding numbered and lettered sections and subsections, \nas follows:\n\n                  2.1 ORGANIZATION AND QUALIFICATION. Target is a limited \nliability company and Target Subsidiary is a corporation; each such entity is \nduly organized, validly existing and in good standing under the laws of the \nstate or province of its formation or incorporation, and each of Target and \nTarget Subsidiary has all requisite power and authority to conduct its \nbusiness as now conducted and as currently proposed to be conducted and to \nown, use, license and lease its Assets and Properties. Each of Target and \nTarget Subsidiary is duly qualified to do business and is in good standing as \na limited liability company or a foreign corporation in each jurisdiction in \nwhich the ownership, use, licensing or leasing of its Assets and Properties, \nor the conduct or nature of its business, makes such qualification, licensing \nor admission necessary, except for such failures to be so duly qualified, \nlicensed or admitted and in good standing that could not reasonably be \nexpected to have a Material Adverse Effect on Target. SECTION 2.1 OF THE \nTARGET DISCLOSURE SCHEDULE sets forth each jurisdiction where each of Target \nand Target Subsidiary is so qualified to do business and separately lists \neach other jurisdiction in which each of Target and Target Subsidiary owns, \nuses, licenses or leases any material Assets and Properties, conducts \nbusiness, or has employees or engages independent contractors.\n\n                  2.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Subject only to \nthe requisite approval of the Merger, this Agreement and the other agreements \nattached as Exhibits A.1 to A.4 hereto (the \"ANCILLARY AGREEMENTS\") by the \nholders of Target Units, each of Target, Other Assets Company, Source Media, \nInsight Communications and Insight Interactive (individually, a \"Related \nParty;\" collectively, the \"Related Parties\") (i) has all requisite power and \nauthority to execute and deliver this Agreement and each Ancillary Agreement \nto which it is a party, to perform its obligations hereunder and thereunder \nand to consummate the transactions contemplated hereby and thereby. The \nexecution and delivery by each \n\n                                       6\n\n\nRelated Party of this Agreement and the Ancillary Agreements to which it is a \nparty and the consummation by each Related Party of the transactions \ncontemplated hereby and thereby, and the performance by each Related Party of \nits obligations hereunder and thereunder, have been duly and validly \nauthorized by all necessary action by each Related Party; and no other action \non the part of such governing bodies is required to authorize the execution, \ndelivery and performance by each Related Party of this Agreement and the \nAncillary Agreements to which it is a party and the consummation by each \nRelated Party of the transactions contemplated hereby and thereby. The \nconsummation by Source Media of the transactions contemplated hereby shall at \nClosing have received all requisite approvals of the Source Media \nBondholders. This Agreement and the Ancillary Agreements to which such \nRelated Party is a party have been duly and validly executed and delivered by \nsuch Related Party and, assuming the due authorization and valid execution \nand delivery hereof by Parent and each other party to such agreement, each \nconstitutes a legal, valid and binding obligation of such Related Party \nenforceable against such Related Party in accordance with its respective \nterms, except as the enforceability thereof may be limited by bankruptcy, \ninsolvency, fraudulent conveyance, reorganization, moratorium or other \nsimilar Laws relating to the enforcement of creditors' rights generally and \nby general principles of equity.\n\n                  2.3 CAPITALIZATION. The authorized capital ownership \ninterests of Target consists only of 1,000,000 Target Units, all of which are \noutstanding. All of the outstanding Target Units are validly issued, fully \npaid and nonassessable and have been issued in compliance with all applicable \nfederal, state and foreign securities Laws. SECTION 2.3 OF THE TARGET \nDISCLOSURE SCHEDULE lists the name of each holder of Target Units. Except as \nset forth in SECTION 2.3 OF THE TARGET DISCLOSURE SCHEDULE, Target has not \nauthorized or issued any other units or other measures of capital ownership \nof Target. Except as set forth in SECTION 2.3 OF THE TARGET DISCLOSURE \nSCHEDULE, there are no agreements, arrangements or understandings to which \nTarget is a party (written or oral) to issue any other units or other \nmeasures of capital ownership of Target, there are no options or other rights \nto require such units or other measures of capital ownership and there are no \npreemptive rights or agreements, arrangements or understandings to issue \npreemptive rights with respect to the issuance or sale of any units or other \nmeasures of capital ownership of Target created by statute, the Certificate \nof Formation or the Target LLC Agreement, or any agreement or other \narrangement to which Target is a party or to which it is bound and there are \nno agreements, arrangements or understandings to which Target is a party \n(written or oral) pursuant to which Target has the right to elect to satisfy \nany Liability by issuing any units or other measures of capital ownership of \nTarget. Other than the Target LLC Agreement, Target is not a party or subject \nto any agreement or understanding, and, to Target's knowledge, there is no \nagreement, arrangement or understanding between or among any Persons which \naffects, restricts or relates to voting, giving of written consents, \ndistributions, allocation of profits and losses, or transferability of units \nor other measures of capital ownership of Target, including any voting trust \nagreement or proxy.\n\n                  2.4 SUBSIDIARIES. SourceSuite Canada Inc., a Canadian \nfederal corporation (\"TARGET SUBSIDIARY\") is a wholly owned subsidiary of \nTarget. Except for Target Subsidiary, Target has (and prior to the Closing \nwill have) no Subsidiaries and does not (and prior to the Closing will not) \notherwise hold any equity, membership, partnership, joint venture or other \nownership interest in any Person.\n\n                                       7\n\n\n                  2.5 NO CONFLICTS. The execution and delivery by Target of \nthis Agreement does not, and the performance by Target of its obligations \nunder this Agreement and the consummation of the transactions contemplated \nhereby do not and will not:\n\n                           (a)  conflict with or result in a violation or \nbreach of any of the terms, conditions or provisions of the Certificate of \nFormation of Target or the Target LLC Agreement or the Certificate of \nIncorporation or Bylaws of Target Subsidiary or the charter documents of the \nRelated Parties (other than Target);\n\n                           (b)  subject to obtaining the consents, approvals \nand actions, making the filings and giving the notices disclosed in SECTION \n2.5 OF THE TARGET DISCLOSURE SCHEDULE, if any, conflict with or result in a \nviolation or breach of any Law or Order applicable to Target or Target \nSubsidiary, any of their respective Assets and Properties or any Related \nParty (other than Target); or\n\n                           (c)  except as would not have a Material Adverse \nEffect on Target or as disclosed in SECTION 2.5 OF THE DISCLOSURE SCHEDULE \n(i) conflict with or result in a violation or breach of, (ii) constitute a \ndefault (or an event that, with or without notice or lapse of time or both, \nwould constitute a default) under, (iii) require Target, Target Subsidiary or \nany Related Party (other than Target) to obtain any consent, approval or \naction of, make any filing with or give any notice to any Person (other than \nthe filing of the Delaware Certificate of Merger together with the required \nofficers' certificates, any filing required under the HSR Act and regulations \npromulgated thereunder, and such consents' approvals, orders, authorizations, \nregistrations, declarations and filings as may be required under state or \nfederal securities laws) as a result or under the terms of, (iv) result in or \ngive to any Person any right of termination, cancellation, acceleration or \nmodification in or with respect to, (v) result in or give to any Person any \nadditional rights or entitlement to increased, additional, accelerated or \nguaranteed payments or performance under, (vi) result in the creation or \nimposition of (or the obligation to create or impose) any material Lien upon \nTarget or Target Subsidiary or any of their respective material Assets and \nProperties under or (vii) result in the loss of a material benefit under, any \nmaterial Contract or License to which Target or Target Subsidiary is a party \nor by which any of Target's or Target Subsidiary's material Assets and \nProperties are bound.\n\n                  2.6 BOOKS AND RECORDS; ORGANIZATIONAL DOCUMENTS. The minute \nbooks and capital interests record books and other similar records of Target \nand Target Subsidiary have been provided or made available to Parent or its \ncounsel prior to the execution of this Agreement as set forth in SECTION 2.6 \nOF THE DISCLOSURE SCHEDULE, are complete and correct in all material respects \nand have been maintained in accordance with customary business practices. \nSuch minute books contain a true and complete record of all actions taken at \nall meetings and by all written consents in lieu of meetings of the members \nof Target and Target Management Committee and of the directors, stockholders \nand committees of the Board of Directors of Target Subsidiary from the date \nof Target's and Target Subsidiary's respective formation or incorporation \nthrough the date hereof. Target has prior to the execution of this Agreement \ndelivered to Parent true and complete copies of its Certificate of Formation \nand limited liability company agreement and of Target Subsidiary's \nCertificate and Articles of Incorporation and Bylaws, as amended through the \ndate hereof. Target is not in violation of any provisions of its \n\n                                       8\n\n\nCertificate of Formation or Target LLC Agreement, as so amended, nor is \nTarget Subsidiary in violation of any provisions of its Articles of \nIncorporation or Bylaws.\n\n                  2.7 TARGET FINANCIALS. SECTION 2.7 OF THE TARGET DISCLOSURE \nSCHEDULE sets forth Target Financials. Target Financials delivered to Parent \nare correct and complete in all material respects and have been prepared in \naccordance with GAAP applied on a basis consistent throughout the periods \n(except, with respect to any Target Financials that are unaudited, for the \nabsence of notes thereto and the effect of the absence of notes thereto and \nthe effect of the absence of year-end audit adjustments) indicated and \nconsistent with each other (except as indicated in the notes thereto, as \ndelivered to Parent prior to the date hereof). Target Financials present \nfairly the financial condition and operating results of Target as of the \ndates and during the periods indicated therein. The accounts and notes \nreceivable of Target reflected on Target Financials, and all accounts and \nnotes receivable arising subsequent to November 30, 1999, (a) arose from bona \nfide sales transactions, and are payable on ordinary trade terms net of \napplicable reserves, (b) are legal, valid and binding obligations of the \nrespective debtors enforceable in accordance with their respective terms, (c) \nare not subject to any known valid set-off or counterclaim net of applicable \nreserves and (d) do not represent obligations for goods sold on consignment, \non approval or on a sale-or-return basis or subject to any other repurchase \nor return arrangement (except that software licensed by Target is subject to \nacceptance by Target). All inventory of Target reflected on the balance sheet \nincluded in the Target Financials consisted, and all such inventory acquired \nsince November 30, 1999 consists of a quality and quantity usable and salable \nin the ordinary course of business net of applicable reserves. None of the \nitems included in the inventory of Target have been pledged as collateral, is \nheld by Target on consignment from others; all of the items included in the \ninventory of Target conform in all material respects to all standards \napplicable to such inventory or its use or sale imposed by Governmental or \nRegulatory Authorities. All intercompany indebtedness of Target and Target \nSubsidiary to any Holder or other Related Party shall be cancelled or settled \non or before the Closing, provided that Lucky shall pay up to $50,000 of \nprepaid expenses for goods and services to be received by Target or Target \nSubsidiary after the Closing.\n\n                  2.8 ABSENCE OF CHANGES. Since the Financial Statement Date, \nthere has not been any material adverse change in the Business or Condition \nof Target or any occurrence or event which, individually or in the aggregate, \nis expected to have Material Adverse Effect on Target. In addition, without \nlimiting the generality of the foregoing, except as expressly contemplated by \nthis Agreement or as set forth in SECTION 2.8 OF THE TARGET DISCLOSURE \nSCHEDULE, since the Financial Statement Date:\n\n                           (a)  neither  Target nor Target  Subsidiary  has \nentered into any Contract or other material commitment or transaction and no \nother Related Party has entered into a contract relating to the VirtualModem \nBusiness;\n\n                           (b)  Target has not entered into any Contract in \nconnection with any transaction involving a Business Combination;\n\n                           (c)  there has not been any material amendment or \nother material modification (or agreement to do so), or material violation of \nthe terms of, any of the Contracts set forth or described in SECTION 2.16 OF \nTHE TARGET DISCLOSURE SCHEDULE;\n\n                                       9\n\n\n                           (d)  neither Target not Target  Subsidiary has \nentered into any transaction with any member, manager, officer, director, \nAffiliate or Associate of Target, other than pursuant to any Contract \ndisclosed to Parent pursuant to (and so identified in) SECTION 2.8(d) OF THE \nTARGET DISCLOSURE SCHEDULE.\n\n                           (e)  there has not been any transfer (by way of a \nLicense or otherwise) to any Person (including any Related Party other than \nTarget) of rights to any material Target Intellectual Property, other than \nlicenses in the ordinary course of business consistent with past practice;\n\n                           (f)  there has not been any amendment to Target's \nCertificate of Formation or Target LLC Agreement or to Target Subsidiary's \nArticles of Incorporation or Bylaws;\n\n                           (g)  Target has not declared, set aside or paid \nany dividends on or made any other distributions (whether in cash, stock or \nproperty) in respect of any Target Units, or effected or approved any split, \ncombination or reclassification of any Target Units, or issued or authorized \nthe issuance of any other securities, in lieu of or in substitution for \nTarget, or repurchased, redeemed or otherwise acquired, directly or \nindirectly, any Target Units;\n\n                           (h)  Target has not issued, granted, delivered, \nsold or authorized or proposed to issue, grant, deliver or sell, or purchased \nor proposed to purchase, any units or other measures of capital ownership of \nTarget; and there has been no modification or amendment of the rights of any \nholder of any units or other measures of capital ownership of Target;\n\n                           (i)  no Action or Proceeding has been commenced \nor, to the knowledge of any Related Party, threatened by or against Target or \nTarget Subsidiary.\n\n                           (j)  neither Target nor Target Subsidiary has made \nany change in accounting policies, principles, methods, practices or \nprocedures (including for bad debts, contingent liabilities or otherwise, \nrespecting capitalization or expense of research and development \nexpenditures, depreciation or amortization rates or timing of recognition of \nincome and expense);\n\n                           (k)  Target and Target Subsidiary have taken all \ncommercially reasonable action required to procure, maintain, renew, extend \nor enforce any material Target Intellectual Property;\n\n                           (l)  there has been no physical damage, \ndestruction or other casualty loss (whether or not covered by insurance) \naffecting any of the real or personal property or equipment of Target or \nTarget Subsidiary or in an amount exceeding fifty thousand dollars ($50,000) \nindividually or one hundred fifty thousand dollars ($150,000) in the \naggregate; and\n\n                           (m)  neither Target nor Target Subsidiary has made \nor agreed to make any disposition or sale of, waiver of rights to, license or \nlease of, or incurrence of any material Lien on, or a material portion of any \nAssets and Properties of Target;\n\n                                       10\n\n\n                           (n)  neither Target nor Target Subsidiary has made \nor agreed to make any acquisition of any business, company or corporation, \nwhether through the purchase of stock, a purchase, lease or License of \nassets, a merger, consolidation, tender offer or any other form of business \ncombination;\n\n                           (o)  neither Target nor Target Subsidiary has made \nor agreed to make any purchase of any Assets and Properties of any Person \n(including any Related Party other than Target) other than (1) acquisitions \nof inventory, or licenses of products, in the ordinary course of business of \nTarget consistent with past practice and (2) other acquisitions in an amount \nnot exceeding fifty thousand dollars ($50,000) in the case of any individual \nitem or one hundred fifty thousand dollars ($150,000) in the aggregate;\n\n                           (p)  neither Target nor Target Subsidiary has made \nor agreed to make any capital expenditures or commitments for additions to \nproperty, plant or equipment constituting capital assets in an amount \nexceeding fifty thousand dollars ($50,000) individually or one hundred fifty \nthousand dollars ($150,000) in the aggregate;\n\n                           (q)  neither Target nor Target Subsidiary has made \nor agreed to make any write-off or write-down, any determination to write-off \nor write-down, or revalue, any of its Assets and Properties in excess of \napplicable reserves, or change in any reserves or liabilities associated \ntherewith, in an amount exceeding fifty thousand dollars ($50,000) \nindividually or one hundred fifty thousand dollars ($150,000) in the \naggregate;\n\n                           (r)  neither Target nor Target Subsidiary has made \nor agreed to make  payment, discharge or satisfaction, in an amount in excess \nof fifty thousand dollars ($50,000) in any one case or one hundred fifty \nthousand ($150,000) in the aggregate, of any claim, Liability or obligation \n(whether absolute, accrued, asserted or unasserted, contingent or otherwise), \nother than the payment, discharge or satisfaction in the ordinary course of \nbusiness of Liabilities reflected or reserved against in the Target \nFinancials and other than Liabilities incurred in the ordinary course of \nbusiness since the Financial Statement Date;\n\n                           (s)  neither Target nor Target Subsidiary has \nfailed to pay or otherwise  satisfy any Liabilities presently due and payable \nexcept such Liabilities which are being contested in good faith by \nappropriate means or proceedings and which are immaterial in amount;\n\n                           (t)  neither Target nor Target Subsidiary has \nincurred any Indebtedness or guaranteed any Indebtedness in any amount \nexceeding fifty thousand ($50,000) individually or one hundred fifty thousand \n($150,000) in the aggregate or issued or sold any debt securities of Target \nor guaranteed any debt securities of others;\n\n                           (u)  neither Target nor Target Subsidiary has \ngranted any severance or termination pay to any director, officer, employee \nor consultant, except payments made pursuant to written Contracts outstanding \non the date hereof, copies of which have been delivered to Parent and the \nprincipal terms of which are disclosed in SECTION 2.8(u) OF THE TARGET \nDISCLOSURE SCHEDULE;\n\n                                       11\n\n\n                           (v) except pursuant to a Contract or otherwise \ndisclosed to Parent pursuant to SECTION 2.8(d) OF THE TARGET DISCLOSURE \nSCHEDULE, neither Target nor Target Subsidiary has granted or approved any \nincrease of greater than five percent (5%) in salary, rate of commissions, \nrate of consulting fees or any other compensation of any current officer, \ndirector, employee, independent contractor or consultant;\n\n                           (w)  Target and Target Subsidiary have taken all \ncommercially reasonable action required to procure, maintain, renew, extend \nor enforce any Target Intellectual Property, including submission of required \ndocuments or fees during the prosecution of patent, trademark or other \napplications for Registered Intellectual Property rights;\n\n                           (x)  neither Target nor Target Subsidiary has \nentered into or approved any contract, arrangement or understanding or \nacquiesced in respect of any arrangement or understanding, to do, engage in \nor cause or having the effect of any of the foregoing.\n\n                  2.9  NO UNDISCLOSED LIABILITIES. Except as reflected or \nreserved against in Target Financials (including the notes thereto), Target \ndoes not have, and as of the Closing will not have, any material Liabilities, \nother than Liabilities incurred in the ordinary course of business consistent \nwith past practice since the Financial Statement Date that are not material.\n\n                  2.10 TAXES.\n\n                           (a)  All Tax Returns required to be filed prior to \nthe Effective Time by or with respect to Target or Target Subsidiary or, to \nthe extent such relationship results in a tax lien on or against the assets \nof Target or Target Subsidiary or successor tax liability with respect to \nTarget or Target Subsidiary, any affiliated, consolidated, combined, unitary \nor similar group of which Target is or was a member (a \"RELEVANT GROUP\") with \nany Taxing Authority with respect to any Taxable period ending on or before \nthe Effective Time, have been or will be completed and filed when due \n(including any extensions of such due date). All such Tax Returns are true, \naccurate and complete as filed. Target has previously provided or made \navailable to Parent true and correct copies of all Tax Returns. No claim has \never been made by a Taxing Authority of any jurisdiction in which Target does \nnot file Tax Returns that it is or may be subject to taxation by that \njurisdiction. Neither Target nor Target Subsidiary has been granted any \nextension or waiver of the limitation period applicable to any Tax Returns \nthat is still in effect.\n\n                           (b)  The November 30, 1999 balance sheet included \nin the Target Financials (the \"TARGET BALANCE SHEET\") (i) fully accrues all \nTarget's actual and contingent liabilities for Taxes with respect to all \nperiods through November 30, 1999 and Target has not and will not incur any \nTax liability in excess of the amount reflected on such Target Balance Sheet \nwith respect to such periods (excluding any amount thereof that reflects \ntiming differences between the recognition of income for purposes of GAAP and \nfor Tax purposes), and (ii) properly accrues in accordance with GAAP all \nmaterial liabilities for Taxes payable after November 30, 1999 with respect \nto all transactions and events occurring on or prior to such date. All \ninformation set forth in the notes to the Target Financials relating to Tax \nmatters is true, complete and accurate in all material respects. Except as \ncontemplated by this Agreement, no material Tax liability since November 30, \n1999 has been or will be incurred by Target other than \n\n                                       12\n\n\nin the ordinary course of business, and adequate provision has been made by \nTarget for all Taxes since that date in accordance with GAAP on at least a \nquarterly basis.\n\n                           (c)  All Taxes due and payable by Target or Target \nSubsidiary, whether or not shown on any Tax Return or claimed to be due by \nany Taxing Authority, have been paid or accrued on the balance sheet included \nin the Target Financials, except for unpaid accruable Taxes incurred by \nTarget in the ordinary course of its business since November 30, 1999. Target \nhas withheld and paid to the applicable Taxing Authority all amounts required \nto be withheld and paid except where failure to so withhold or pay would not \nbe material.\n\n                           (d)  There is no material claim, audit, action, \nsuit, proceeding, or (to the knowledge of Target, Target Subsidiary, Source \nMedia and\/or Insight Interactive) investigation now pending or (to the \nknowledge of Target, Target Subsidiary, Source Media and\/or Insight \nCommunications) threatened against or with respect to Target or Target \nSubsidiary in respect of any Tax or assessment. No notice of deficiency or \nsimilar document of any Taxing Authority asserting the Target and\/or Target \nSubsidiary has unpaid Tax liability has been received by Target or Target \nSubsidiary, and there are no liabilities for Taxes (including liabilities for \ninterest, additions to Tax and penalties thereon and related expenses) with \nrespect to the issues that have been raised (and are currently pending) by \nany Taxing Authority that could, if determined adversely to Target, \nmaterially and adversely affect the liability of Target for Taxes. There are \nno liens for Taxes (other than for current Taxes not yet due and payable) \nupon the assets of Target or Target Subsidiary. Target has never been a \nmember of an affiliated group of corporations, within the meaning of Section \n1504 of the Code. Target and Target Subsidiary are in full compliance with \nall the terms and conditions of any Tax exemptions or other Tax-sharing \nagreement or order of a foreign government and the consummation of the Merger \nwill not have any adverse effect on the continued validity and effectiveness \nof any such Tax exemption or other Tax-sharing agreement or order.\n\n                           (e)  Neither Target nor any person on behalf of \nTarget has entered into or will enter into any agreement or consent pursuant \nto the collapsible corporation provisions of Section 341(f) of the Code (or \nany corresponding provision of state, local or foreign income tax law) or \nagreed to have Section 341(f)(2) of the Code (or any corresponding provision \nof state, local or foreign income tax law) apply to any disposition of any \nasset owned by Target.\n\n                           (f)  None of the assets of Target or Target \nSubsidiary is property that Target is required to treat as being owned by any \nother person pursuant to the so-called \"safe harbor lease\" provisions of \nformer Section 168(f)(8) of the Code. None of the assets of Target directly \nor indirectly secures any debt the interest on which is tax-exempt under \nSection 103(a) of the Code. None of the assets of Target is \"tax-exempt use \nproperty\" within the meaning of Section 168(h) of the Code. Target has not \nmade and will not make a deemed dividend election under Treas. Reg. Sections \n1.1502-32(f)(2) or a consent dividend election under Section 565 of the Code. \nTarget has never been a party (either as a distributing corporation or as a \ncorporation that has been distributed) to any transaction intended to qualify \nunder Section 355 of the Code or any corresponding provision of state law. \nNeither Target nor Target Subsidiary has participated in (and will not \nparticipate in) an international boycott within the meaning of Section 999 of \nthe Code. Except for Canada, Target does not have and has not had a permanent \nestablishment in any foreign country, as defined in any applicable tax treaty \nor convention \n\n                                       13\n\n\nbetween the United States of America and any such foreign country. Target has \nnever elected to be treated as an S-corporation under Section 1362 of the \nCode or any corresponding provision of federal or state law. Target is not \nparty to any joint venture, partnership, or other arrangement or contract \nwhich could be treated as a partnership for federal income tax purposes. \nTarget is not currently, and never has been, subject to the reporting \nrequirements of Section 6038A of the Code. There is no agreement, contract or \narrangement to which Target is a party that could, individually or \ncollectively, result in the payment of any amount that would not be \ndeductible by reason of Sections 280G (as determined without regard to \nSection 280G(b)(4) and (5)), 162(a) (by reason of being unreasonable in \namount), 162 (b) through (p) or 404 of the Code. Target is not a party to or \nbound by any Tax indemnity, Tax sharing or Tax allocation agreement (whether \nwritten or unwritten or arising under operation of federal law as a result of \nbeing a member of a group filing consolidated Tax returns, under operation of \ncertain state laws as a result of being a member of a unitary group, or under \ncomparable laws of other states or foreign jurisdictions) which includes a \nparty other than Target nor does Target owe any amount under any such \nAgreement. Target is not, and has not been, a United States real property \nholding corporation (as defined in Section 897(c)(2) of the Code) during the \napplicable period specified in Section 897(c)(1)(A)(ii) of the Code. Other \nthan by reason of the Merger, Target has not been and will not be required to \ninclude any material adjustment in Taxable income for any Tax period (or \nportion thereof) pursuant to Section 481 or 263A of the Code or any \ncomparable provision under state or foreign Tax laws as a result of \ntransactions, events or accounting methods employed prior to the Merger.\n\n                           (g)  Except as contemplated by this Agreement, no \nmaterial election with respect to Taxes has been or will be made without the \nprior written consent of Parent, which consent will not be unreasonably \nwithheld or delayed.\n\n                           (h)  For purposes of this Agreement, the following \nterms have the following meanings: \"Tax\" (and, with correlative meaning, \n\"Taxes\" and \"Taxable\") means any and all taxes including, without limitation, \n(i) any net income, alternative or add-on minimum tax, gross income, gross \nreceipts, sales, use, ad valorem, transfer, franchise, profits, value added, \nnet worth, license, withholding, payroll, employment, excise, severance, \nstamp, occupation, premium, property, environmental or windfall profit tax, \ncustom, duty or other tax governmental fee or other like assessment or charge \nof any kind whatsoever, together with any interest or any penalty, addition \nto tax or additional amount imposed by any Taxing Authority responsible for \nthe imposition of any such tax (domestic or foreign), (ii) any liability for \nthe payment of any amounts of the type described in (i) as a result of being \na member of an affiliated, consolidated, combined or unitary group for any \nTaxable period or as the result of being a transferee or successor thereof \nand (iii) any liability for the payment of any amounts of the type described \nin (i) or (ii) as a result of any express or implied obligation to indemnify \nany other person.\n\n                           (i)  Target has validly elected or will elect, \nprior to the Closing Date, pursuant to Treas. Reg. Section 301.7701-3(c)(1), \nto be classified as a corporation for United States federal income tax \npurposes effective as of the date of its formation.\n\n                                       14\n\n\n                  2.11 LEGAL PROCEEDINGS. Except as set forth in SECTION 2.11 \nOF THE TARGET DISCLOSURE SCHEDULE:\n\n                                    (i)    there are no Actions or \nProceedings pending or, to the knowledge of any Related Party, threatened \nagainst Target or Target Subsidiary or in which Target or Target Subsidiary \nis a party, any of which relate to or affect Target or Target Subsidiary or \ntheir respective Assets and Properties; to the extent that SECTION 2.11 OF \nTHE TARGET DISCLOSURE SCHEDULE identifies any such Actions or Proceedings, \nTarget has fully disclosed in writing to Parent all material facts and legal \nanalyses necessary to enable Parent to make an independent evaluation of the \nmerits of each Action or Proceeding;\n\n                                    (ii)   neither Target nor Target \nSubsidiary has received notice, nor does Target, Target Subsidiary, Source \nMedia and\/or Insight Communications otherwise have knowledge of any Orders \noutstanding against Target or Target Subsidiary; and\n\n                                    (iii)  there are no facts or \ncircumstances known to any Related Party that is reasonably expected to give \nrise to any Action or Proceeding against, relating to or affecting Target or \nTarget Subsidiary.\n\n                  2.12 COMPLIANCE WITH LAWS AND ORDERS. Neither Target nor \nTarget Subsidiary has violated in any material respect, and is not currently \nin default in any material respect under, any Law or Order applicable to \nTarget or Target Subsidiary or any of their respective Assets and Properties.\n\n                  2.13 EMPLOYEE BENEFIT PLANS.\n\n                           (a)  Neither Target nor Target Subsidiary \nmaintains, sponsors, is a party to, or contributes to or is obligated to \ncontribute to, and Target's or Target Subsidiary's employees or former \nemployees and their dependents or survivors do not receive benefits under, \nany of the following (whether or not set forth in a written document):\n\n                                    (i)    Any employee benefit plan, as \ndefined in section 3(3) of ERISA;\n\n                                    (ii)   Any bonus, deferred compensation, \nincentive, restricted stock, stock purchase, stock option, stock appreciation \nright, phantom stock, supplemental pension, executive compensation, cafeteria \nbenefit, dependent care, director or employee loan, fringe benefit, \nsabbatical, severance, termination pay or similar plan, program, policy, \nagreement or arrangement (other than any such item provided solely pursuant \nto the terms of a written or oral contract with any individual employee that \nis disclosed in SECTION 2.13 OF THE TARGET DISCLOSURE SCHEDULE); or\n\n                                    (iii)  Any plan, program, agreement, \npolicy, commitment or other arrangement relating to the provision of any \nbenefit described in section 3(1) of ERISA to former employees, managers or \ndirectors or to their survivors, other than procedures intended to comply \nwith COBRA.\n\n                                       15\n\n\n                           (b)  Neither Target nor any ERISA Affiliate has \nterminated, suspended, discontinued contributions to or withdrawn from any \nemployee pension benefit plan, as defined in section 3(2) of ERISA, including \n(without limitation) any multiemployer plan, as defined in section 3(37) of \nERISA.\n\n                           (c)  Except as disclosed in SECTION 2.13 OF THE \nTARGET DISCLOSURE SCHEDULE, the consummation of the transactions contemplated \nby this Agreement (excluding any employment agreement with Parent entered \ninto by any employee or director of Target in connection with this Agreement) \nwill not result in (i) any amount becoming payable to any employee, director \nor independent contractor of Target or Target Subsidiary, (ii) the \nacceleration of payment or vesting of any benefit, option or right to which \nany employee, director or independent contractor of Target or Target \nSubsidiary may be entitled, (iii) the forgiveness of any indebtedness of any \nemployee, director or independent contractor of Target or Target Subsidiary \nor (iv) any cost becoming due or accruing to Target or Target Subsidiary or \nParent with respect to any employee, director or independent contractor of \nTarget or Target Subsidiary.\n\n                           (d)  There are no pending, or, to the best \nknowledge of Target, Target Subsidiary, Source Media and\/or Insight \nCommunications, threatened, Actions or Proceedings involving any of the plans \nidentified in SECTION 2.13(a), or Target and Target Subsidiary, with any of \nthe IRS, the Department of Labor, the PBGC, or any other person whomsoever. \nTarget and Target Subsidiary know of no reasonable basis for any such claim, \nlawsuit, dispute, action or controversy.\n\n                           (e)  The Related Parties shall indemnify Target \nand its Affiliates for any liability of any employee of VirtualModem Employer \nwho does not become an employee of Target or its Affiliates on or after the \nClosing.\n\n                  2.14 TITLE TO PROPERTY. Except for title to Target \nIntellectual Property, which is covered by SECTION 2.15 below, Target and \nTarget Subsidiary have good and valid title to all of their respective \nmaterial properties, interests in properties and assets, real and personal, \nreflected in Target Financials or acquired after the Financial Statement Date \n(except properties, interests in properties and assets sold or otherwise \ndisposed of since the Financial Statement Date in the ordinary course of \nbusiness), free and clear of all material mortgages, liens, pledges, charges \nor encumbrances of any kind or character, except (i) liens for current taxes \nnot yet due and payable, (ii) such imperfections of title, liens and \neasements as do not and will not materially detract from or interfere with \nthe use of the properties subject thereto or affected thereby, or otherwise \nmaterially impair business operations involving such properties and (iii) \nliens securing debt which is reflected on Target Financials. The plants, \nproperty and equipment of Target and Target Subsidiary that are used in the \noperations of its businesses are in good operating condition and repair, \nsubject to normal wear and tear. All properties used in the operations of \nTarget and Target Subsidiary are reflected in Target Financials to the extent \ngenerally accepted accounting principles required the same to be reflected as \nof the dates of such Target Financials. With respect to properties and assets \nleased by Target and Target Subsidiary, Target or Target Subsidiary, as \napplicable holds valid leasehold interests in such properties and assets in \naccordance with the terms of the agreements governing such leases. The Assets \nand Properties of Target and Target Subsidiary that will remain with Target \nand Target Subsidiary following the Closing Date are listed in SECTION 2.14A \nOF THE TARGET DISCLOSURE SCHEDULE and constitute all the \n\n                                       16\n\n\nassets and properties used in and\/or necessary to the conduct of the \nVirtualModem Business as presently conducted and as proposed to be conducted \nby any Related Party. The Assets and Properties that will be purchased by \nOther Assets Company are listed in SECTION 2.14B OF THE TARGET DISCLOSURE \nSCHEDULE, and none of such assets or properties are necessary to the conduct \nof the VirtualModem Business as presently conducted or as proposed to be \nconducted by any Related Party. For purposes of this Section 2.14, the \nVirtualModem Business proposed to be conducted by any Related Party shall \nconstitute the VirtualModem Business proposed to be conducted by Target \npursuant to any existing contractual commitment of Target and pursuant to the \nrollout schedule for the deployment of the VirtualModem Business for Insight \nCommunications in the form previously furnished to Parent.\n\n                  2.15 INTELLECTUAL PROPERTY.\n\n                           (a) SECTION 2.15A OF THE TARGET DISCLOSURE \nSCHEDULE lists all Registered Intellectual Property of Target and Target \nSubsidiary used in and\/or necessary to the conduct of the VirtualModem \nBusiness, and lists any proceeding or actions which to the knowledge of any \nRelated Party are pending as of the date hereof before any court, tribunal \n(including the PTO or equivalent authority anywhere in the world) related to \nany of the Registered Intellectual Property of Target and Target Subsidiary \nused in and\/or necessary to the conduct of the VirtualModem Business. SECTION \n2.15B OF THE TARGET DISCLOSURE SCHEDULE lists all Registered Intellectual \nProperty that will be purchased by Other Assets Company and lists any \nproceeding or actions which to the knowledge of any Related Party are pending \nas of the date hereof before any court, tribunal (including the PTO or \nequivalent authority anywhere in the world) related to any of the Registered \nIntellectual Property of Other Assets Company. None of Registered \nIntellectual Property of Other Assets Company are used in and\/or necessary to \nthe conduct of the VirtualModem Business.\n\n                           (b)  Each item of Intellectual Property of Target \nand\/or Target Subsidiary, either is owned exclusively by Target or Target \nSubsidiary, as the case may be, free and clear of any Liens, or is licensed \nto Target or Target Subsidiary under a valid License granting sufficient \nrights to permit Target to conduct the VirtualModem Business. Target and \nTarget Subsidiary own or have the valid right to use all trademarks, service \nmarks and trade names used by Target and Target Subsidiary in connection with \nthe operation or conduct of the VirtualModem Business, including the sale of \nany products or technology or the provision of any services by Target. Target \nand Target Subsidiary own exclusively, and have good title to, all \ncopyrighted works that are VirtualModem Products or other works of authorship \nthat Target and\/or Target Subsidiary otherwise purport to own; PROVIDED, \nHOWEVER, that such works may incorporate copyrighted works or works of \nauthorship, trademarks or trade names of third parties which are licensed to \nTarget or Target Subsidiary or are in the public domain.\n\n                           (c)  Except as otherwise provided in SECTION 2.15A \nOF THE TARGET DISCLOSURE SCHEDULE, to the extent that any Intellectual \nProperty of Target or Target Subsidiary that is used in or necessary to the \nVirtualModem Business has been developed or created by any Person other than \nTarget, Target and\/or Target Subsidiary has a written agreement with such \nPerson with respect thereto and Target and\/or Subsidiary has either (i) \nobtained ownership of, and is the exclusive owner of, all such Intellectual \nProperty by operation of law or by valid assignment of any such rights or \n(ii) obtained a License under or to such Intellectual Property. In \n\n                                       17\n\n\neach case in which Target or Target Subsidiary has acquired ownership of any \nsuch Intellectual Property rights from any Person, such party has obtained a \nvalid and enforceable assignment sufficient to irrevocably transfer all \nrights in such Intellectual Property (including the right to seek past and \nfuture damages with respect to such Intellectual Property) to Target and\/or \nTarget Subsidiary, as the case may be, and, to the maximum extent provided \nfor by, and in accordance with, applicable Laws, Target and\/or Target \nSubsidiary has recorded each such assignment of Registered Intellectual \nProperty with the relevant Governmental or Regulatory Authority, including \nthe PTO, the U.S. Copyright Office, or their respective equivalents in any \nrelevant foreign jurisdiction, as the case may be.\n\n                           (d)  Neither Target nor Target Subsidiary has \ntransferred ownership of any Intellectual Property of Target or Target \nSubsidiary used in or necessary to the VirtualModem Business, to any other \nPerson. Except pursuant to agreements described in SECTION 2.15A OF THE \nTARGET DISCLOSURE SCHEDULE, neither Target nor Target Subsidiary has granted \nany License of or other right to use or authorized the retention of any \nrights to use any Intellectual Property used in or necessary to the \nVirtualModem Business that is or was Intellectual Property of Target or \nTarget Subsidiary to any Person. SECTION 2.15A OF THE TARGET DISCLOSURE \nSCHEDULE lists all Contracts by which Target or Target Subsidiary have been \ngranted any License of or other right to use any Intellectual Property of any \nother Person used in or necessary to the VirtualModem Business.\n\n                           (e)  The Intellectual Property of Target and \nTarget Subsidiary listed on SECTION 2.15A OF THE TARGET DISCLOSURE SCHEDULE \nconstitutes all the Intellectual Property used in and\/or necessary to the \nconduct of the VirtualModem Business and all Intellectual Property required \nfor the VirtualModem Products under development by Target as of the date \nhereof. None of the Intellectual Property that will be purchased by Other \nAssets Company listed on SECTION 2.15B OF THE TARGET DISCLOSURE SCHEDULE or \nthe Intellectual Property of any Holder constitutes Intellectual Property \nused in and\/or necessary to the conduct of the VirtualModem Business or \nIntellectual Property required for the VirtualModem Products under \ndevelopment by Target as of the date hereof.\n\n                           (f)  On or before the Effective Time, the \noperation of the VirtualModem Business, including Target's design, \ndevelopment, use, import, manufacture and sale of the products, technology or \nservices (including products, technology or services currently under \ndevelopment) in the VirtualModem Business, as they exist on the date hereof \nand at the Effective Time: (i) does not infringe the patent, copyright or \ntrademark rights of any Person; (ii) does not misappropriate the trade \nsecrets rights of any Person; (iii) does not violate in any material respect \nthe rights of any Person (including rights to privacy or publicity other than \npatent rights or trademark rights described above); or (iv) does not \nconstitute unfair competition or an unfair trade practice under any Law. \nNeither Target nor Target Subsidiary has received notice from any Person \nclaiming that such operation or any act, product, technology or service \n(including products, technology or services currently under development) of \nTarget infringes or misappropriates the Intellectual Property of any Person \nor constitutes unfair competition or trade practices under any Law. Except as \nset forth in SECTION 2.11 OF THE TARGET DISCLOSURE SCHEDULE, there is no \nOrder outstanding and no Action or Proceeding pending, finding or alleging, \nand none of Target, Target Subsidiary, Source Media or Insight Communications \nhas any reason to believe, that any (i) product, technology, service or \npublication of Target, (ii) material published \n\n                                       18\n\n\nor distributed by Target or Target Subsidiary, or (iii) conduct or statements \nof Target or Target Subsidiary, constitute material, false advertising or \notherwise violates any Law.\n\n                           (g)  Each item of Registered Intellectual Property \nof Target and Target Subsidiary used in or necessary to the conduct of the \nVirtualModem Business and\/or the development, license, use, marketing and \ndistribution of the VirtualModem Products is valid and subsisting, and all \nnecessary registration, maintenance, renewal fees, annuity fees and taxes in \nconnection with such Registered Intellectual Property have been paid and all \nnecessary documents and certificates in connection with such Registered \nIntellectual Property have been filed with the relevant patent, copyright, \ntrademark or other authorities in the United States or foreign jurisdictions \nin which such Registered Intellectual Property is registered, as the case may \nbe, for the purposes of maintaining such Registered Intellectual Property. \nSECTION 2.15A OF THE TARGET DISCLOSURE SCHEDULE lists all actions that must \nbe taken by the Surviving Company within one hundred eighty (180) days from \nthe date hereof, including the payment of any registration, maintenance, \nrenewal fees, annuity fees and taxes or the filing of any documents, \napplications or certificates for the purposes of maintaining , perfecting or \npreserving or renewing any Registered Intellectual Property of Target and \nTarget Subsidiary used in or necessary to the conduct of the VirtualModem \nBusiness and\/or the development, license, use, marketing and distribution of \nthe VirtualModem Products.\n\n                           (h)  There are no Contracts or Licenses between \nTarget and any other Person with respect to Intellectual Property of Target \nor Target Subsidiary under which there is any dispute known to any Related \nParty regarding the scope of such Contract or License, or performance under \nsuch Contract or License, including any dispute with respect to any payments \nto be made or received by Target or Target Subsidiary thereunder.\n\n                           (i)  Except as set forth on  SECTION 2.15(i) OF \nTHE TARGET DISCLOSURE SCHEDULE, to the knowledge of the Related Parties, no \nPerson is infringing or misappropriating any Intellectual Property of Target \nor Target Subsidiary.\n\n                           (j)  Target has taken all requisite commercially \nreasonable steps to maintain and preserve the confidentiality of the \nconfidential information and trade secrets of Target and Target Subsidiary or \nany similar information provided by any other Person to Target subject to a \nduty of confidentiality. Without limiting the generality of the foregoing, \neach Related Party has, and enforces, a policy requiring each employee, \nconsultant and independent contractor to execute proprietary information, \nconfidentiality and invention assignment agreements. All current and former \nemployees, consultants and independent contractors of each Related Party have \nexecuted such agreements. Copies of all such agreements have been provided to \nParent or made available to Parent for review.\n\n                           (k)  Target has taken all commercially reasonable \nactions necessary and appropriate to assure that there shall be no material \nadverse change to its business or electronic systems or material \ninterruptions in the delivery of Target's products and services by reason of \ncomputer software errors or miscalculations associated with the advent of the \nyear 2000, including that all of its products (including products currently \nunder development) will, without interruption or manual intervention, \ncontinue to consistently, predictably and accurately record, store, process, \ncalculate and present calendar dates falling on and after (and if applicable, \n\n                                       19\n\n\nspans of time including) January 1, 2000, and will consistently, predictably \nand accurately calculate any information dependent on or relating to such \ndates in substantially the same manner, and with the same functionality, data \nintegrity and performance, as such products record, store, process, calculate \nand present calendar dates on or before December 31, 1999, or calculate any \ninformation dependent on or relating to such dates.\n\n                  2.16 CONTRACTS.\n\n                           (a)  SECTION 2.16A OF THE TARGET DISCLOSURE \nSCHEDULE contains a true and complete list of each of Target's and Target \nSubsidiary's Contracts that are material to Target's business, operations or \nfinancial condition (true and complete copies or, if none, reasonably \ncomplete and accurate written descriptions of which, together with all \namendments and supplements thereto and all waivers of any terms thereof, have \nbeen made available to Parent prior to the execution of this Agreement) and \nthat are used in or necessary to VirtualModem Business. Such Contracts shall \ninclude any license of any patent, copyright, trade secret or other \nproprietary right to or from Target or Target Subsidiary, and Contract for or \naffecting the development, manufacture or distribution of Target's products \nand services and any Contract relating to a joint venture, strategic alliance \nor similar arrangement. SECTION 2.16C OF THE TARGET DISCLOSURE SCHEDULE \ncontains a true and complete list of each Contract to which a Related Party \n(other than Target) is a party that is used in or necessary to the \nVirtualModem Business. The Holders (A) if reasonably requested by Target, \nshall use their commercially reasonable best efforts to assign each such \nContract to Target or, (B), if the Holders are unable to assign any such \nContract to Target after using such commercially reasonable best efforts, \nshall use their commercially reasonable best efforts to provide Target with \nthe benefit of such Contract. SECTION 2.16B OF THE TARGET DISCLOSURE SCHEDULE \ncontains a true and complete list of each of Target's and Target Subsidiary's \nContracts that are not used in or necessary to the VirtualModem Business, \nwhich will be assigned to Other Assets Company on or before the Closing. \nSECTION 2.16D OF THE TARGET DISCLOSURE SCHEDULE contains a true and complete \nlist of each Contract to which Source Media or any of its subsidiaries is a \nparty that are not used in or necessary to the Virtual Modem Business. \nSECTION 2.16 OF THE TARGET DISCLOSURE SCHEDULE contains a true and complete \nlist of each Contract of Target and Target Subsidiary not terminable by \nTarget or Target Subsidiary upon 30 days (or less) notice by Target or Target \nSubsidiary without penalty or obligation to make payments based on such \ntermination.\n\n                           (b)  Except as otherwise disclosed in SECTION 2.16 \nOF THE TARGET DISCLOSURE SCHEDULE, each Contract required to be disclosed in \nSECTION 2.16 OF THE TARGET DISCLOSURE SCHEDULE is in full force and effect \nand constitutes a legal, valid and binding agreement of Target or Target \nSubsidiary, enforceable against Target or Target Subsidiary in accordance \nwith its terms (subject to the effect of bankruptcy and other laws affecting \nthe rights of creditors generally and limitations on the enforcement of \ncontracts under principles of equity), and, to the knowledge of Target, \nTarget Subsidiary, Source Media and\/or Insight Communications, each other \nparty thereto (subject to the effect of bankruptcy and other laws affecting \nthe rights of creditors generally and limitations on the enforcement of \ncontracts under principles of equity), and, to the knowledge of Target, \nTarget Subsidiary, Source Media and\/or Insight Communications, no other party \nto such Contract is, nor has received notice that it is, in material \nviolation or breach of or default under any such Contract (or with notice or \nlapse of time or both, would be in material violation or breach of or default \nunder any such Contract).\n\n                                       20\n\n\n                           (c)  Neither Target nor Target Subsidiary is a \nparty to or bound by any Contract that (i) is material to Target's business \nand automatically terminates or allows termination by the other party thereto \nupon consummation of the transactions contemplated by this Agreement or (ii) \ncontains any covenant or other provision which limits Target's or Target \nSubsidiary's ability to compete with any Person in any line of business or in \nany area or territory.\n\n                  2.17 INSURANCE. Target and Target Subsidiary have policies \nof insurance and bonds of the type and in amounts customarily carried by \ncompanies conducting businesses or owning assets similar to those of Target \nand Target Subsidiary. There is no material claim pending under any of such \npolicies or bonds as to which coverage has been questioned, denied or \ndisputed by the underwriters of such policies or bonds. All premiums due and \npayable under all such policies and bonds have been paid and Target and \nTarget Subsidiary are otherwise in compliance with the terms of such policies \nand bonds. Neither Target nor Target Subsidiary have knowledge of any \nthreatened termination of, or material premium increase with respect to, any \nof such policies.\n\n                  2.18 AFFILIATE TRANSACTIONS. Except as disclosed in SECTION \n2.8(f) OR 2.18(a) OF THE TARGET DISCLOSURE SCHEDULE, and except invention \nassignment or confidentiality agreements in favor of Target or Target \nSubsidiary, (i) there are no Contracts or Liabilities between Target or \nTarget Subsidiary, on the one hand, and (A) any current or former officer, \ndirector, stockholder, or to the knowledge of Target, Target Subsidiary, \nSource Media and Insight Communications, any Affiliate or Associate of Target \n(including any other Related Party) or (B) any Person who, to the knowledge \nof any Related Party, is an Associate of any such officer, director, \nstockholder or Affiliate, on the other hand, (ii) neither Target nor Target \nSubsidiary provides or causes to be provided any assets, services or \nfacilities to any such current or former officer, director, stockholder, \nAffiliate or Associate, (iii) except pursuant to the Target LLC Agreement, \nnone of any Related Party or any current or former officer, director, \nstockholder, Affiliate or Associate of any Related Party provides or causes \nto be provided any assets, services or facilities to Target or Target \nSubsidiary and (iv) neither Target nor Target Subsidiary beneficially owns, \ndirectly or indirectly, any Investment Assets of any such current or former \nofficer, director, stockholder, Affiliate or Associate.\n\n                  2.19 EMPLOYEES; LABOR RELATIONS.\n\n                           (a)  Neither Target nor Target Subsidiary employs \nany Persons or has any employees. Except as set forth on SECTION 2.19(a) OF \nTHE TARGET DISCLOSURE SCHEDULE, all employees of the VirtualModem Business \nare employed by Interactive Channel Technologies Inc. (the \"VirtualModem \nEmployer\").\n\n                           (b)  The VirtualModem Employer is not party to any \ncollective bargaining agreement and there is no unfair labor practice or \nlabor arbitration proceedings pending with respect to Target or Target \nSubsidiary, or, to the knowledge of any Related Party, threatened, and there \nare no facts or circumstances known to Target, Target Subsidiary, Source \nMedia and\/or Insight Communications that could reasonably be expected to give \nrise to such complaint or claim. To the knowledge of Target, Target \nSubsidiary, Source Media and\/or Insight Communications, there are no \norganizational efforts presently underway or threatened involving any \nemployees of the VirtualModem Employer or any of the employees performing \nwork for \n\n                                       21\n\n\nTarget or Target Subsidiary but provided by an outside employment agency, if \nany. There has been no work stoppage, strike or other concerted action by \nemployees of the VirtualModem Employer.\n\n                           (c)  Except as set forth on Section 2.19(c) of the \nTarget Disclosure Schedule, all employees of the VirtualModem Employer \nproviding services to Target and Target Subsidiary are employed at will. \nSECTION 2.19(c) OF THE TARGET DISCLOSURE SCHEDULE sets forth, individually \nand by category, the name of each officer, employee and consultant, together \nwith such person's position or function. The annual base salary or wage and \nany incentive, severance or bonus arrangements with respect to each person \nset forth in SECTION 2.19 OF THE TARGET DISCLOSURE SCHEDULE has been provided \nto Parent. To the knowledge of any Related Party, no employee of the \nVirtualModem Employer providing services to or on behalf of Target or Target \nSubsidiary has made any threat, or otherwise revealed an intent, to terminate \nsuch employee's relationship with the VirtualModem Employer, for any reason, \nincluding because of the consummation of the transactions contemplated by \nthis Agreement. Neither Target nor Target Subsidiary is a party to any \nagreement for the provision of labor from any outside agency. To the \nknowledge of any Related Party, there have been no claims by employees of \nsuch outside agencies, if any, with regard to employees assigned to work for \nTarget or Target Subsidiary, and no claims by any governmental agency with \nregard to such employees except as set forth in SECTION 2.19(c) OF THE TARGET \nDISCLOSURE SCHEDULE.\n\n                           (d)  There have been no federal or state claims \nbased on sex, sexual or other harassment, age, disability, race or other \ndiscrimination or common law claims, including claims of wrongful \ntermination, by any employees providing services to or on behalf of Target or \nTarget Subsidiary or by any of the employees performing work for the \nVirtualModem Employer but provided by an outside employment agency, and there \nare no facts or circumstances known to any Related Party that could \nreasonably be expected to give rise to such complaint or claim. Target, \nTarget Subsidiary and the VirtualModem Employer have complied in all material \nrespects with all laws related to the employment of employees and, except as \nset forth in SECTION 2.19(d) OF THE TARGET DISCLOSURE SCHEDULE, none of \nTarget, Target Subsidiary or the VirtualModem Employer has received any \nnotice of any claim that it has not complied in any material respect with any \nLaws relating to the employment of employees, including any provisions \nthereof relating to wages, hours, collective bargaining, the payment of \nSocial Security and similar taxes, equal employment opportunity, employment \ndiscrimination, the WARN Act, employee safety, or that it is liable for any \narrearages of wages or any taxes or penalties for failure to comply with any \nof the foregoing.\n\n                           (e)  None of Target, Target Subsidiary or the \nVirtualModem Employer has written policies and\/or employee handbooks or \nmanuals except as described in SECTION 2.19(e) OF THE TARGET DISCLOSURE \nSCHEDULE.\n\n                           (f)  To the knowledge of any Related  Party, no \nofficer, employee or consultant of or providing service to or on behalf of \nTarget or Target Subsidiary is obligated under any Contract or other \nagreement or subject to any Order or Law that would interfere with Target's \nor Target Subsidiary's business as currently conducted. To the knowledge of \nany Related Party, none of the execution, delivery or performance by any \nRelated Party of this Agreement or any Ancillary Agreement to which it is a \nparty, nor the carrying on of Target's or \n\n                                       22\n\n\nTarget Subsidiary's business as presently conducted nor any activity of such \nofficers, employees or consultants in connection with the carrying on of \nTarget's or Target Subsidiary's business as presently conducted, will \nconflict with or result in a breach of the terms, conditions or provisions \nof, constitute a default under, or trigger a condition precedent to any \nrights under, any Contract or other agreement under which any of such \nofficers, employees or consultants is now bound.\n\n                           (g)  Target, Target Subsidiary and the \nVirtualModem Employer have complied in all material respects with the \nverification requirements and the record-keeping requirements of the \nImmigration Reform and Control Act of 1986 (\"IRCA\"); to the best knowledge of \nTarget, Target Subsidiary, Source Media and Insight Communications, the \ninformation and documents on which Target and Target Subsidiary relied to \ncomply with IRCA are true and correct; and there have not been any \ndiscrimination complaints filed against Target, Target Subsidiary or the \nVirtualModem Employer pursuant to IRCA, and to the best knowledge of Target, \nTarget Subsidiary, Source Media and Insight Communications, there is no basis \nfor the filing of such a complaint.\n\n                  2.20 ENVIRONMENTAL MATTERS.\n\n                           (a)  Target and Target Subsidiary possess all \nEnvironmental Permits required for the operation of their business. Target \nwill obtain, prior to the Closing, all Environmental Permits that must be \nobtained as of or immediately after the Closing in order for Merger Sub, the \nSurviving Company and\/or Target to conduct the business of Target as it was \nconducted prior to the Closing.\n\n                           (b)  Target and Target Subsidiary are in \ncompliance in all material respects with (i) all terms, conditions and \nprovisions of its Environmental Permits; and (ii) all Environmental Laws.\n\n                           (c)  None of Target or Target Subsidiary or, to \nthe knowledge of any Related Party, any predecessor of Target or Target \nSubsidiary nor any entity previously owned by Target or Target Subsidiary has \nany obligation or liability with respect to any Hazardous Material, including \nany Release or threatened or suspected Release of any Hazardous Material, and \nthere have been no events, facts or circumstances since the date of formation \nof Target or incorporation of Target Subsidiary, which could reasonably be \nexpected to form the basis of any such obligation or liability. Neither \nTarget or Target Subsidiary nor, to the knowledge of any Related Party, any \npredecessor of Target nor any entity previously owned by Target has received \nany notice of alleged, actual or potential responsibility for, or any inquiry \nregarding, (i) any Release or threatened or suspected Release of any \nHazardous Material, or (ii) any violation of Environmental Law.\n\n                           (d)  No Releases of Hazardous  Material(s) have \noccurred at, from, in, to, on, or under any Site while Target has occupied \nthe Site and, to Target's knowledge, no Hazardous Material is present in, on, \nabout or migrating to or from any Site. There have been no environmental \ninvestigations, studies, audits, tests, reviews or other analyses conducted \nby or for Target or Target Subsidiary or, to the knowledge of Target, Target \nSubsidiary, Source Media and\/or Insight Communications, by or for any Other \nPerson with respect to any Site while Target or Target Subsidiary has \noccupied the Site, which have not been delivered to Parent prior to \n\n                                       23\n\n\nexecution of this Agreement. The Site has not been listed or proposed to be \nlisted as an Environmental Clean-up Site.\n\n                  2.21 OTHER NEGOTIATIONS; BROKERS; THIRD PARTY EXPENSES. No \nRelated Party nor, to the knowledge of any Related Party, any of their \nAffiliates (nor any investment banker, financial advisor, attorney, \naccountant or other Person retained by or acting for or on behalf of Target \nor at Target's direction) (a) has entered into any Contract that conflicts \nwith any of the transactions contemplated by this Agreement or the Ancillary \nAgreements or (b) has entered into any Contract or had any discussions with \nany Person regarding any transaction involving Target which could reasonably \nbe expected to result in any Related Party in or any general partner, limited \npartner, manager, officer, director, employee, agent or Affiliate of any of \nthem being subject to any claim for liability to said Person as a result of \nentering into this Agreement or consummating the transactions contemplated \nhereby. There is no Contract with respect to Third Party Expenses expected to \nbe incurred by Target in connection with the negotiation and effectuation of \nthe terms and conditions of this Agreement, the Ancillary Agreements and the \ntransactions contemplated hereby and thereby, including any fee or commission \npayable to any broker, investment broker, finder or financial advisor in \nconnection with this Agreement and the transactions contemplated hereby.\n\n                  2.22 FOREIGN CORRUPT PRACTICES ACT. Neither Target, Target \nSubsidiary, nor to the knowledge of any Related Party, any agent, employee or \nother Person acting on behalf of Target or Target Subsidiary has, directly or \nindirectly, used any corporate funds for unlawful contributions, gifts, \nentertainment or other unlawful expenses relating to political activity, made \nany unlawful payment to foreign or domestic government officials or employees \nor to foreign or domestic political parties or campaigns from corporate \nfunds, violated any provision of the Foreign Corrupt Practices Act of 1977, \nas amended, or made any bribe, rebate, payoff, influence payment, kickback or \nother similar unlawful payment.\n\n                  2.23 APPROVALS.\n\n                           (a)  SECTION 2.23(a) OF THE TARGET DISCLOSURE \nSCHEDULE contains a list of all material Approvals of Governmental or \nRegulatory Authorities relating to the business conducted by Target \n(including the VirtualModem Business) which are required to be given to or \nobtained by Target prior to the Closing from any and all Governmental or \nRegulatory Authorities in connection with the consummation of the \ntransactions contemplated by this Agreement.\n\n                           (b)  SECTION 2.23(b) OF THE TARGET DISCLOSURE \nSCHEDULE contains a list of all material Approvals which are required to be \ngiven to or obtained by Target prior to Closing from any and all third \nparties other than Governmental or Regulatory Authorities in connection with \nthe consummation of the transactions contemplated by this Agreement and the \nAncillary Agreements.\n\n                           (c)  Target has obtained all material Approvals \nfrom Governmental or Regulatory Authorities necessary to conduct the business \nconducted by Target (including the VirtualModem Business) in the manner as it \nis currently being conducted and there has been no written notice received by \nTarget of any material violation or material non-compliance with any such \nApprovals. All material Approvals from Governmental or Regulatory Authorities \n\n                                       24\n\n\nnecessary to conduct the business conducted by Target as it is currently \nbeing conducted are set forth in SECTION 2.23(c) OF THE TARGET DISCLOSURE \nSCHEDULE.\n\n                           (d)  The affirmative vote or consent of the \nholders of the Target Units outstanding as of the applicable record date is \nthe only vote of the holders of any of Target capital ownership interests \nnecessary to approve this Agreement and the Merger and the transactions \ncontemplated hereby.\n\n                  2.24 DISCLOSURE. No representation or warranty contained in \nARTICLE 2 of this Agreement, and no statement contained in the Target \nDisclosure Schedule or in any certificate, list or other writing furnished to \nParent pursuant to any provision of this Agreement (including Target \nFinancials and the notes thereto) contains any untrue statement of a material \nfact or omits to state a material fact necessary to make the representations \nand warranties of Target and Target Subsidiary in ARTICLE 2 (as modified by \nthe Target Disclosure Schedule), in the light of the circumstances under \nwhich they were made, not misleading.\n\n                  2.25 PERMIT APPLICATION; INFORMATION STATEMENT. The \ninformation supplied in writing to Parent, or its counsel or auditors, by \nTarget and Holders for inclusion in the application for issuance of a \nCalifornia Permit pursuant to which the shares of Parent Common Stock to be \nissued in the Merger under the California Code (the \"PERMIT APPLICATION\") \nshall not, at the time the fairness hearing is held pursuant to Section 25142 \nof the California Code and the time the qualification of such securities is \neffective under Section 25122 of the California Code contain any untrue \nstatement of a material fact or omit to state any material fact required to \nbe stated therein or necessary in order to make the statements therein, in \nlight of the circumstances under which they were made, not misleading. The \ninformation supplied by Target and Holders for inclusion in any information \nstatement to be sent to the holders of Target Units in connection with such \nholders' consideration of the Merger (the \"TARGET UNITS HOLDERS ACTION\") \n(such information statement as amended or supplemented is referred to herein \nas the \"INFORMATION STATEMENT\") shall not, on the date the Information \nStatement is first mailed to holders of Target Units, at the time of the \nTarget Units Holders Action and at the Effective Time, contain any statement \nwhich, at such time, is false or misleading with respect to any material \nfact, or omit to state any material fact necessary in order to make the \nstatements made therein, in light of the circumstances under which they are \nmade, not false or misleading; or omit to state any material fact necessary \nto correct any statement in any earlier communication with respect to the \nTarget Units Holders Action which has become false or misleading. \nNotwithstanding the foregoing, Target makes no representation, warranty or \ncovenant with respect to any information supplied by Parent or Merger Sub \nthat is contained in the Permit Application or the Information Statement.\n\n                  2.26 INVESTMENT ADVISORS. Except as set forth in SECTION \n2.26 OF THE TARGET DISCLOSURE SCHEDULE, no broker, investment banker, \nfinancial advisor or other Person is entitled to any broker's, finder's, \nfinancial advisor's or similar fee or commission in connection with this \nAgreement and the transactions contemplated hereby based on arrangements made \nby or on behalf of Target.\n\n                                       25\n\n\n                  2.27 DUE DILIGENCE. The Company has delivered or made \navailable true and complete copies of each material document (to the extent \nsuch documents exist), or true and complete summaries thereof, requested by \nParent in writing prior to the date of this Agreement.\n\n                                    ARTICLE 3\n             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB\n\n                  Parent and Merger Sub jointly and severally hereby \nrepresent and warrant to Related Parties, subject to such exceptions as \nspecifically disclosed with respect to specific sections of this ARTICLE 3 in \nthe Parent disclosure schedule (the \"PARENT DISCLOSURE SCHEDULE\") delivered \nherewith and which shall become a part hereof, dated as of the date hereof, \nand numbered with corresponding numbered and lettered sections and \nsubsections, as follows\n\n                  3.1 ORGANIZATION AND QUALIFICATION. Parent is a corporation \nand Merger Sub is a limited liability company, each duly organized, validly \nexisting and in good standing under the Laws of the State of Delaware. Each \nof Parent and Merger Sub has all requisite corporate power and authority to \nconduct its business as now conducted and as currently proposed to be \nconducted and to own, use and lease its Assets and Properties. Each of Parent \nand Merger Sub is duly qualified, licensed or admitted to do business and is \nin good standing in each jurisdiction in which the ownership, use, licensing \nor leasing of its Assets and Properties, or the conduct or nature of its \nbusiness, makes such qualification, licensing or admission necessary, except \nfor such failures to be so duly qualified, licensed or admitted and in good \nstanding that could not reasonably be expected to have a Material Adverse \nEffect on Parent.\n\n                  3.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent \nand Merger Sub has full corporate power and authority to execute and deliver \nthis Agreement and the Ancillary Agreements, to perform its respective \nobligations hereunder and to consummate the transactions contemplated hereby \nand thereby. The execution and delivery by Parent and Merger Sub of this \nAgreement and the Ancillary Agreements to which Parent or Merger Sub is a \nparty and the consummation by Parent and Merger Sub of the transactions \ncontemplated hereby and thereby have been duly and validly authorized by all \nnecessary corporate action of Parent and Merger Sub, and no other corporate \naction on the part of either Parent or Merger Sub is required to authorize \nthe execution, delivery and performance of this Agreement and the Ancillary \nAgreements to which Parent or Merger Sub is a party and the consummation by \nParent and Merger Sub of the transactions contemplated hereby and thereby. \nThis Agreement and the Ancillary Agreements to which Parent or Merger Sub is \na party has been duly and validly executed and delivered by Parent and, \nassuming the due authorization and the valid execution and delivery hereof by \nTarget, constitutes a legal, valid and binding obligation of Parent and \nMerger Sub enforceable against Parent and Merger Sub in accordance with its \nrespective terms, except as the enforceability thereof may be limited by \nbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or \nother similar Laws relating to the enforcement of creditors' rights generally \nand by general principles of equity. The Parent Common Stock issued to the \nHolders pursuant to Section 1.5 hereof, when issued to the Holders subject to \nthe terms and conditions of this Agreement, shall be duly and validly \nauthorized, validly issued and fully paid and nonassessable.\n\n                                       26\n\n\n                  3.3 SEC DOCUMENTS; PARENT FINANCIAL STATEMENTS. Parent has \nfurnished or made available to Target true and complete copies of all SEC \nDocuments filed by it with the SEC since July 28, 1999, all in the form so \nfiled. Parent has timely filed all SEC Documents required to be filed by it \nsince such date. As of the respective filing dates, such SEC Documents filed \nby Parent and all SEC Documents filed after the date hereof but before the \nClosing complied or will comply in all material respects with the \nrequirements of the Securities Act and the Exchange Act and the rules and \nregulations of the SEC thereunder, as the case may be, and none of the SEC \nDocuments contained or will contain any untrue statement of a material fact \nor omitted to state a material fact required to be stated therein or \nnecessary to make the statements made therein, in light of the circumstances \nin which they were made, not misleading, except to the extent such SEC \nDocuments have been corrected, updated or superseded by a document \nsubsequently filed with the SEC. The financial statements of Parent, \nincluding the notes thereto, included in the SEC Documents (the \"PARENT \nFINANCIAL STATEMENTS\") comply as to form in all material respects with the \npublished rules and regulations of the SEC with respect thereto, have been \nprepared in accordance with GAAP consistently applied (except as may be \nindicated in the notes thereto, or in the case of unaudited statements, as \npermitted by Form 10-Q under the Exchange Act) and present fairly the \nconsolidated financial position of Parent at the dates thereof and the \nconsolidated results of its operations and cash flows for the period then \nended (subject, in the case of unaudited financial statements, to normal \nyear-end adjustments). There has been no change in Parent's accounting \npolicies except as described in the notes to the Parent Financial Statements. \nExcept as reflected or reserved against in the Parent Financial Statements, \nParent has no material Liabilities, except for Liabilities and obligations \n(i) incurred in the ordinary course of business consistent with past practice \nsince the date of the most recent Parent Financial Statements or (ii) that \nwould not be required to be reflected or reserved against in the balance \nsheet of Parent prepared in accordance with GAAP.\n\n                  3.4 NO CONFLICTS. The execution and delivery by Parent and \nMerger Sub of this Agreement does not, and the performance by Parent of its \nobligations under this Agreement and the consummation of the transactions \ncontemplated hereby do not and will not:\n\n                           (a)      conflict with or result in a violation or \nbreach of any of the terms, conditions or provisions of the Certificate of \nIncorporation or Bylaws of Parent or the Certificate of Formation of Merger \nSub;\n\n                           (b)      conflict with or result in a violation or \nbreach of any Law or Order applicable to Parent or Merger Sub or their \nrespective Assets or Properties;\n\n                           (c)      except as would not have a Material  \nAdverse Effect on Parent, (i) conflict with or result in a violation or \nbreach of, (ii) constitute a default (or an event that, with or without \nnotice or lapse of time or both, would constitute a default) under, (iii) \nrequire Parent to obtain any consent, approval or action of, make any filing \nwith or give any notice to any Person as a result of the terms of, (iv) \nresult in or give to any Person any right of termination, cancellation, \nacceleration or modification in or with respect to, (v) result in or give to \nany person any additional rights or entitlement to increased, additional, \naccelerated or guaranteed payments or performance under, (vi) result in the \ncreation or imposition of (or the obligation to create or impose) any \nmaterial Lien upon Parent or any of their respective material Assets or \nProperties, or (vii) result in the loss of a material benefit under, any of \nthe terms, conditions or provisions of \n\n                                       27\n\n\nany Contract or License to which Parent is a party or by which any of their \nmaterial Assets and Properties are bound.\n\n                  3.5 INFORMATION TO BE SUPPLIED BY PARENT. The information \nsupplied by Parent and Merger Sub for inclusion in the Permit Application \nshall not, at the time the fairness hearing is held pursuant to Section 25142 \nof the California Code and the time the qualification of such securities is \neffective under Section 25122 of the California Code, contain any untrue \nstatement of a material fact or omit to state any material fact necessary in \norder to make the statements therein, in light of the circumstances under \nwhich they were mad, not misleading. The information supplied by Parent for \ninclusion in the Information Statement shall not, on the date the Information \nStatement is first mailed to holders of Target Units, at the time of the \nTarget Units Holders Action and at the Effective Time, contain any statement \nwhich, at such time, is false or misleading with respect to any material \nfact, or omit to state any material fact necessary in order to make the \nstatements made therein, in light of the circumstances under which they are \nmade, not false or misleading; or omit to state any material fact necessary \nto correct any statement in any earlier communication with respect to the \nTarget Units Holders Action which has become false or misleading. \nNotwithstanding the foregoing, Parent and Merger Sub make no representation, \nwarranty or covenant with respect to any information supplied by Target that \nis contained any of the foregoing documents.\n\n                  3.6 OWNERSHIP OF MERGER SUB; NO PRIOR ACTIVITIES. As of the \ndate hereof and the Effective Time, except for obligations or Liabilities \nincurred in connection with its incorporation or organization and the \ntransactions contemplated by this Agreement and except for this Agreement and \nany other agreements or arrangements contemplated by this Agreement, Merger \nSub has not and will not have incurred, directly or indirectly, through any \nsubsidiary or affiliate, any obligations or liabilities or engaged in any \nbusiness activities of any type or kind whatsoever or entered into any \nagreements or arrangements with any Person other than in connection with the \nMerger.\n\n                  3.7 INVESTMENT ADVISORS. Except as set forth in SECTION 3.7 \nOF THE DISCLOSURE SCHEDULE, no broker, investment banker, financial advisor \nor other Person is entitled to any broker's, finder's, financial advisor's or \nsimilar fee or commission in connection with this Agreement and the \ntransactions contemplated hereby based on arrangements made by or on behalf \nof Parent.\n\n                  3.8 THIRD PARTY CONSENTS. Neither Parent nor Merger Sub is \nrequired to obtain from any third party any consent, waiver or approval for \nthe consummation of the Merger (other than consents which will be obtained at \nor prior to the Closing and consents, the absence of which could not \nreasonably be expected to have a Material Adverse Effect on Parent or to \nprevent the consummation of the transactions contemplated by this Agreement).\n\n                                       28\n\n\n                                    ARTICLE 4\n                              ADDITIONAL AGREEMENTS\n\n                  4.1      INFORMATION STATEMENT; PERMIT APPLICATION.\n\n                           (a)      As soon as practicable after the \nexecution of this Agreement, Target shall prepare, with the cooperation of \nParent, the Information Statement for the holders of Target Units to approve \nthis Agreement and the transactions contemplated hereby. The Information \nStatement shall constitute a disclosure document for the offer and issuance \nof the shares of Parent Common Stock to be received by the holders of Target \nUnits in the Merger. Parent and Target shall each use reasonable commercial \nefforts to cause the Information Statement to comply with applicable federal \nand state securities laws requirements. Each of Parent and Target agrees to \nprovide promptly to the other such information concerning its business and \nfinancial statements and affairs as, in the reasonable judgment of the \nproviding party or its counsel, may be required or appropriate for inclusion \nin the Information Statement, or in any amendments or supplements thereto, \nand to cause its counsel and auditors to cooperate with the other's counsel \nand auditors in the preparation of the Information Statement. Target will \npromptly advise Parent, and Parent will promptly advise Target, in writing if \nat any time prior to the Effective Time either Target or Parent shall obtain \nknowledge of any facts that might make it necessary or appropriate to amend \nor supplement the Information Statement in order to make the statements \ncontained or incorporated by reference therein not misleading or to comply \nwith applicable law. The Information Statement shall contain the \nrecommendation of the Target Management Committee that the holders of the \nTarget Units approve the Merger and this Agreement and the conclusion of the \nTarget Management Committee Board that the terms and conditions of the Merger \nare advisable and fair and reasonable to the holders of the Target Units. \nAnything to the contrary contained herein notwithstanding, Target shall not \ninclude in the Information Statement any information with respect to Parent \nor its affiliates or associates, the form and content of which information \nshall not have been approved by Parent prior to such inclusion.\n\n                           (b)      As soon as practicable after the \nexecution of this Agreement, and subject to Section 4.1(a), Parent shall \nprepare, with the cooperation of Target, the Permit Application. Parent and \nTarget shall each use commercially reasonable efforts to cause the Permit \nApplication to comply with the requirements of applicable federal and state \nlaws. Each of Parent and Target agrees to provide promptly to the other such \ninformation concerning its business and financial statements and affairs as, \nin the reasonable judgment of the providing party or its counsel, may be \nrequired or appropriate for inclusion in the Permit Application, or in any \namendments or supplements thereto, and to cause its counsel and auditors to \ncooperate with the other's counsel and auditors in the preparation of the \nPermit Application. Target will promptly advise Parent, and Parent will \npromptly advise Target, in writing if at any time prior to the Effective Time \neither Target or Parent shall obtain knowledge of any facts that might make \nit necessary or appropriate to amend or supplement the Permit Application in \norder to make the statements contained or incorporated by reference therein \nnot misleading or to comply with applicable law. Anything to the contrary \ncontained herein notwithstanding, Parent shall not include in the Permit \nApplication any information with respect to Target or its affiliates or \nassociates, the form and content of which information shall not have been \napproved by Target prior to such inclusion.\n\n                                       29\n\n\n                           (c)      In the event that the California Permit \ncannot be obtained by March 10, 2000, Parent shall effect the issuance of the \nshares of Parent Common Stock to be issued pursuant to SECTION 1.6 in a \nprivate placement pursuant to Section 4(2) of the Securities Act. The parties \nhereto acknowledge and agree that in such event: (i) in accordance with \nSECTION 1.8, Parent will at Closing deliver to Source Media Fifteen Million \nDollars ($15,000,000) in cash and the Maximum Share Number shall be adjusted \naccordingly; (ii) as a condition to effecting such issuance as a private \nplacement pursuant to Section 4(2) of the Securities Act, Parent shall be \nentitled to obtain from each Holder of Target Units a Certificate in form and \nsubstance to be agreed upon by Parent and Holders and to be set forth as \nEXHIBIT C (or such other form as shall be reasonably satisfactory to Parent) \nand that Parent will be relying upon the representations made by each Holder \nof Target Units in the applicable Certificate in connection with the issuance \nof Parent Common Stock to such Holder; (iii) at the Closing, Parent and the \nHolders shall execute and deliver the Registration Rights Agreement in form \nand substance to be agreed upon by Parent and Holders, providing that the \nHolders shall be granted a demand registration right on a Form S-3 \nregistration statement under the Securities Act exercisable by the Holders at \nany time on and after July 28, 2000 and before eighteen (18) months following \nthe Closing Date, and to be set forth as EXHIBIT A-4; (iv) the shares of \nParent Common Stock so issued pursuant to SECTION 1.6 will not upon issuance \nbe registered under the Securities Act and will constitute \"restricted \nsecurities\" within the meaning of the Securities Act; and (v) the \ncertificates representing shares of Parent Common Stock shall bear \nappropriate legends to identify such privately placed shares as being \nrestricted under the Securities Act, to comply with applicable state \nsecurities laws and, if applicable, to notice the restrictions on transfer of \nsuch shares.\n\n                  4.2 TARGET UNITS HOLDERS APPROVAL. As soon as practicable \nfollowing the execution and delivery of this Agreement, Target shall give \nwritten notice of this Agreement to all holders of Target Units and shall use \ncommercially reasonable efforts to take all other action necessary in \naccordance with Delaware Law (and, if applicable, the California Code) and \nits Certificate of Formation and Target LLC Agreement to secure the written \nconsent of holders of Target Units. Subject to Section 4.1, Target shall take \nall lawful action necessary or advisable to secure the vote or consent of \nholders of Target Units required to effect the Merger. The materials \nsubmitted to the holders of Target Units in respect of the Merger shall have \nbeen subject to prior review and comment by Parent and shall include \ninformation regarding Target, the terms of the Merger and this Agreement, the \nunanimous recommendation of the Target Management Committee in favor of the \nMerger, this Agreement and the transactions contemplated hereby and such \nother documents (including the Stockholder Certificate) in order to satisfy \nthe applicable requirements of the Securities Act in connection with the \nissuance and sale of Parent Common Stock in the Merger. Each Holder agrees to \nenter into a Support Agreement in the form attached hereto as EXHIBIT 4.2 \nimmediately upon request by Parent.\n\n                  4.3 ACCESS TO INFORMATION. Between the date of this \nAgreement and the earlier of the Effective Time or the termination of this \nAgreement, upon reasonable notice Target shall (i) provide Parent, Merger Sub \nand their respective officers, managers, employees, accountants and counsel \nfull access during normal business hours to all buildings, offices, and other \nfacilities and to all its Books and Records of Target and Target Subsidiary, \nwhether located on its premises or at another location; (ii) permit Parent \nand Merger Sub to make such inspections as they may reasonably require; (iii) \ncause its officers to furnish Parent and Merger \n\n                                       30\n\n\nSub such financial, operating, technical and product data and other \ninformation with respect to its business and Assets and Properties of Target \nand Target Subsidiary as Parent and Merger Sub from time to time may \nreasonably request, including financial statements and schedules; (iv) allow \nParent and Merger Sub the opportunity to interview such employees and other \npersonnel and Affiliates Target and Target Subsidiary with Target's prior \nwritten consent, which consent shall not be unreasonably withheld or delayed; \nand (v) assist and cooperate with Parent and Merger Sub in the development of \nintegration plans for implementation by Parent and the Surviving Company \nfollowing the Effective Time; PROVIDED, HOWEVER, that no investigation \npursuant to this SECTION 4.3 shall affect or be deemed to modify any \nrepresentation or warranty made by such party herein.\n\n                  4.4 CONFIDENTIALITY. The parties acknowledge that Parent \nand Target have previously executed a Confidentiality Agreement dated October \n7, 1999 (the \"CONFIDENTIALITY AGREEMENT\"), which Confidentiality Agreement \nshall continue in full force and effect in accordance with its terms. Without \nlimiting the foregoing, all information furnished to Parent and its officers, \nemployees, accountants and counsel by Target, and all information furnished \nto Target by Parent and its respective officers, employees, accountants and \ncounsel, shall be covered by the Confidentiality Agreement. Each of Parent \nand Target shall be fully liable and responsible under the Confidentiality \nAgreement for any breach of the terms and conditions thereof by their \nrespective subsidiaries, officers, employees, accountants and counsel.\n\n                  4.5 EXPENSES. Whether or not the Merger is consummated, all \nfees and expenses incurred in connection with the Merger including all legal, \naccounting, financial advisory, consulting and all other fees and expenses of \nthird parties (\"THIRD PARTY EXPENSES\") incurred by a party in connection with \nthe negotiation and effectuation of the terms and conditions of this \nAgreement and the transactions contemplated hereby, shall be the obligation \nof the respective party incurring such Third Party Expenses, provided, \nhowever, that Parent shall be responsible for all filing fees associated with \nSEC and other regulatory issues, as applicable, provided that filing fees \nwill be covered for only one filing party other than Parent in connection \nwith a HSR filing, if any.\n\n                  4.6 PUBLIC DISCLOSURE. Unless otherwise required by Law \n(including federal and state securities laws) or, as to Parent, by the rules \nand regulations of the NASD, prior to the Effective Time, no public \ndisclosure (whether or not in response to any inquiry) of the existence of \nany subject matter of, or the terms and conditions of, this Agreement shall \nbe made by any party hereto unless approved by Parent and Target prior to \nrelease; PROVIDED, HOWEVER, that such approval shall not be unreasonably \nwithheld or delayed; and provided further, that if any such public disclosure \nis required by law or, as to Parent, by the rules and regulations of the \nNASD, the disclosing party will give the other party reasonable advance \nnotice of such disclosure and, if such disclosure is pursuant to a court \norder or subpoena or similar process, the disclosing party will cooperate \nwith the other party's efforts to seek injunctive or other relief preventing \nor limiting such disclosure.\n\n                  4.7 APPROVALS. Parent and Target shall use all commercially \nreasonable efforts required to obtain all Approvals from Governmental or \nRegulatory Authorities or under any of the Contracts or other agreements as \nmay be required in connection with the Merger (all of which Approvals are set \nforth in either the Target Disclosure Schedule or the Parent \n\n                                       31\n\n\nDisclosure Schedule) so as to preserve all rights of and benefits to Target \nthereunder and Parent and Target shall provide each other with such \nassistance and information as is reasonably required to obtain such Approvals.\n\n                  4.8 NOTIFICATION OF CERTAIN MATTERS. Target shall give \nprompt notice to Parent, and Parent shall give prompt notice to Target, of \n(i) the occurrence or non-occurrence of any event that is likely to cause any \nrepresentation or warranty of Target or Parent, respectively, contained in \nthis Agreement to be untrue or inaccurate in any material respect at or prior \nto the Closing Date and (ii) any failure of Target or Parent, as the case may \nbe, to comply with or satisfy any covenant, condition or agreement to be \ncomplied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the \ndelivery of any notice pursuant to this SECTION 4.8 shall not limit or \notherwise affect any remedies available to the party receiving such notice.\n\n                  4.9 ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES. Each party \nhereto, at the request of the other party hereto, shall use all requisite \ncommercially reasonable efforts to execute and deliver such other instruments \nprior to Closing and do and perform such other acts and things (including all \naction reasonably necessary to seek and obtain any and all consents and \napprovals of any Government or Regulatory Authority or Person required in \nconnection with the Merger; PROVIDED, HOWEVER, that neither party shall not \nbe obligated to consent to any material divestitures or operational \nlimitations or activities in connection therewith and no party shall be \nobligated to make a payment of money as a condition to obtaining any such \ncondition or approval) as may be necessary or desirable for effecting \ncompletely the consummation of this Agreement and the transactions \ncontemplated hereby.\n\n                  4.10 NNM LISTING. Parent shall cause to be authorized for \nlisting on the NNM, effective as of the Effective Time, all shares of Parent \nCommon Stock to be issued, upon official notice of issuance.\n\n                  4.11 AUDITORS. Each party will use commercially reasonable \nefforts to cause its respective management and independent auditors to \nfacilitate on a timely basis (i) the preparation of financial statements \n(including pro forma financial statements if required) to comply with \napplicable SEC regulations, (ii) the review of any audit or review work \npapers including the examination of selected audited financial statements and \ndata, and (iii) the delivery of such representations from each party's \nindependent accountants as may be reasonably requested by the other party or \nits accountants.\n\n                  4.12 BENEFIT ARRANGEMENTS. Parent and Target agree that, \nfollowing the Effective Time, Parent will provide (or will cause Target to \nprovide) benefits to Target's employees as of the Effective Time that are at \nleast as favorable, taken as a whole, as the benefits currently provided to \nemployees of Parent performing functions similar to those to be performed by \nsuch Target employees after the Effective Time.\n\n                  4.13 Neither Parent nor Target shall, nor shall they permit \ntheir Subsidiaries to, take any action or fail to take any action before or \nafter the Effective Time which action or failure to act would prevent, or \nwould be reasonably likely to prevent, the Merger from qualifying as a \nreorganization within the meaning of Section 368 of the Internal Revenue Code.\n\n                                       32\n\n\n                  4.14     Merger Sub was formed solely to facilitate the \nMerger.\n\n                  4.15 Parent agrees to report the Merger, and agrees to \ncause Target to report the Merger, as a reorganization within the meaning of \nSection 368 of the Internal Revenue Code and to take no position inconsistent \ntherewith and further agrees that it will, and that it will cause Target to, \nreport to sale of assets by Target to the Other Assets Company as a sale of \nassets at the purchase price paid for such assets by the Other Assets Company.\n\n                  4.16 Merger Sub has elected, or will elect, pursuant to \nTreasury Regulation Section 301.7701-3(c)(1), to be classified as a \ncorporation for United States federal income tax purposes effective as of the \ndate of its formation.\n\n                  4.17 All Tax Returns with respect to taxable periods ending \non or before the Effective Time required to be filed by or with respect to \nTarget or Target Subsidiary with any Taxing Authority after the Effective \nTime will be completed and filed when due (including extensions). All such \nTax Returns will be true and complete when filed. Not later than 30 days \nprior to the due date (including extensions) of each such Tax Return, Parent \nshall deliver a copy of such Tax Return to the Holders. The Holders shall \nhave an opportunity to review and comment upon each such Tax Return and \nParent will make any changes to such Tax Return as reasonably requested by \nthe Holders.\n\n                  4.18 NONCOMPETE.\n\n                       (a)      In order to maximize the value of the assets \nacquired by Parent under this Agreement, none of Other Assets Company, Source \nMedia and its Affiliates will enter into or continue the business of making, \nhaving made, using and directly selling Generic Middleware (as defined in the \nProgramming Services Agreement).\n\n                       (b)      If all or substantially all of the assets of \nOther Assets Company are acquired by, or Other Assets Company is merged into, \na third party, such third party may sell and market Generic Middleware if:\n\n                                (i)     the third party is selling and \nmarketing independently developed Generic Middleware prior to and at the time \nof the acquisition or merger; and\n\n                                (ii)    Other Assets Company provides Parent \nwith written notice sixty (60) days prior to such acquisition or merger to \nthe extent practicable.\n\n                       (c)      This Section 4.18 shall terminate when \nSection 2.1(c) of the Preferred Content Provider Agreement is no longer in \neffect.\n\n                                    ARTICLE 5\n                            CONDITIONS TO THE MERGER\n\n                  5.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE \nMERGER. The respective obligations of each party to this Agreement to effect \nthe Merger shall be subject to the satisfaction at or prior to the Closing of \nthe following conditions:\n\n                                       33\n\n\n                           (a)      GOVERNMENTAL AND REGULATORY APPROVALS. \n Approvals from any Governmental or Regulatory Authority (if any) necessary \nfor consummation of the transactions contemplated by this Agreement shall \nhave been timely obtained, unless the failure to obtain such Approval could \nnot be reasonably expected to have a Material Adverse Effect on Parent, \nTarget or the Holders, and any waiting period applicable to the consummation \nof the Merger under the HSR Act shall have expired or been terminated.\n\n                           (b)      NO INJUNCTIONS OR REGULATORY RESTRAINTS; \nILLEGALITY. No temporary restraining order, preliminary or permanent \ninjunction or other Order issued by any court of competent jurisdiction or \nGovernmental or Regulatory Authority or other legal or regulatory restraint \nor prohibition preventing the consummation of the Merger shall be in effect; \nnor shall there be any action taken, or any Law or Order enacted, entered, \nenforced or deemed applicable to the Merger or the other transactions \ncontemplated by the terms of this Agreement that would prohibit the \nconsummation of the Merger or which would permit consummation of the Merger \nonly if certain material divestitures were made or if Parent were to agree to \nmaterial limitations on its business activities or operations.\n\n                           (c)      TARGET UNITS HOLDER ACTION. The \nMerger shall have been approved by the requisite votes of the holders of \nTarget Units of Target in accordance with the DLLCA and, if applicable, the \nCalifornia Code.\n\n                           (d)      LEGAL PROCEEDINGS.  No Governmental or \nRegulatory Authority shall have notified either party to this Agreement that \nsuch Governmental or Regulatory Authority intends to commence proceedings to \nrestrain or prohibit the transactions contemplated hereby or force \nrescission, unless such Governmental or Regulatory Authority shall have \nwithdrawn such notice and abandoned any such proceedings prior to the time \nwhich otherwise would have been the Closing Date.\n\n                           (e)      FAIRNESS HEARING AND CALIFORNIA PERMIT; \nPRIVATE PLACEMENT ALTERNATIVE. The fairness hearing shall have been held \nby the Commissioner of Corporations of the State of California and the \nCalifornia Permit shall have been issued by the State of California. In the \nalternative, if for whatever reason the California Permit shall not have been \nissued by March 10, 2000, or if a determination shall have been made by such \nCommission not to issue the California Permit, Parent shall have executed and \ndelivered to Holders the Registration Rights Agreement (and such Registration \nRights Agreement shall be in full force and effect upon delivery).\n\n                  5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF TARGET. The \nobligations of Target to consummate the Merger and the other transactions \ncontemplated by this Agreement shall be subject to the satisfaction at or \nprior to the Closing of each of the following conditions, any of which may be \nwaived, in writing, exclusively by Target:\n\n                           (a)      REPRESENTATIONS  AND  WARRANTIES.  Each \nof the  representations  and warranties made by Parent and Merger Sub in this \nAgreement (as qualified by the Parent Disclosure Schedule, as such may be \nupdated at the Closing Date and prior to the Effective Time, as provided \nbelow) shall be true and correct when made and (other than representations \nand warranties which by their express terms are made solely as of a specified \nearlier date) shall \n\n                                       34\n\n\nbe true and correct on and as of the Closing Date so as to not have any \nMaterial Adverse Effect on Parent as though such representation or warranty \nwas made on and as of the Closing Date, and any representation or warranty \nmade as of a specified date earlier than the Closing Date shall be true and \ncorrect on and as of such earlier date, provided, however, that Parent shall \nhave the opportunity to update its Disclosure Schedule as of the Closing Date \nas necessary for their representations and warranties (other than \nrepresentations and warranties which by their express terms were made solely \nas of a specified earlier date) to be true and correct in all material \nrespects as of the Closing Date.\n\n                           (b)      PERFORMANCE.  Parent and Merger Sub shall \nhave performed and complied in all material respects with each agreement, \ncovenant and obligation required by this Agreement to be so performed or \ncomplied with by Parent or Merger Sub at or before the Closing.\n\n                           (c)      OFFICERS' CERTIFICATES.  Parent shall \nhave delivered to Target (i) a certificate, dated the Closing Date and \nexecuted by the President and Chief Executive Officer of Parent and (ii) a \ncertificate, dated the Closing Date and executed by the Secretary of Parent, \nboth in form and substance to be agreed upon by Parent and Holders and to be \nset forth as EXHIBIT D hereto. Parent shall have delivered to special tax \ncounsel for Target a certificate, dated as of the Closing Date and executed \nby an authorized officer of Parent, in substantially the form set forth in \nEXHIBIT H hereto.\n\n                           (d)      NO MATERIAL ADVERSE CHANGE. There shall \nhave occurred no material adverse change in the Business or Condition of \nTarget or Parent since the date hereof; PROVIDED that for purposes of this \nSECTION 5.2(d) and SECTIONS 2.8 AND 5.2(a), changes which are attributable to \nor result from (i) the public announcement or pendency of the transactions \ncontemplated hereby on customers of each party, (ii) changes in general \neconomic conditions or changes affecting the industry generally in which such \nparty operates, (iii) changes resulting from the acts or omissions of a party \nto this Agreement (other than the party asserting that such changes \nconstitutes a material adverse change in its Business or Condition); \nprovided, that a reduction in the market price of a party's capital stock \nshall not, in and of itself, constitute a material adverse change in the \nBusiness or Condition of such party; (it being understood that in any \ncontroversy concerning the applicability of this clause (d) the party \nclaiming the benefit of this clause (d) shall have the burden of proof with \nrespect to the elements of such clause).\n\n                           (e)      LEGAL OPINION.  Target shall have \nreceived a legal opinion from Gunderson Dettmer Stough Villeneuve Franklin &amp; Hachigian, LLP, counsel to Parent, in form and substance to be agreed upon by \nParent and Holders and to be set forth on EXHIBIT E hereto.\n\n                           (f)      NNM LISTING.  Parent shall have caused to \nbe authorized for listing on the NNM, effective as of the Effective Time, all \nshares of Parent Common Stock to be issued, upon official notice of issuance.\n\n                           (g)      ANCILLARY AGREEMENTS.  Parent and Merger \nSub shall have executed and delivered each Ancillary Agreement to which it is \na party.\n\n                                       35\n\n\n                  5.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PARENT AND \nMERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger \nand the other transactions contemplated by this Agreement shall be subject to \nthe satisfaction at or prior to the Closing of each of the following \nconditions, any of which may be waived, in writing, exclusively by Parent:\n\n                           (a)      REPRESENTATIONS AND WARRANTIES. Each of \nthe representations and warranties made by Target in this Agreement (as \nqualified by the Target Disclosure Schedule, as such may be updated at the \nClosing Date and prior to the Effective Time, as provided below) shall be \ntrue and correct when made and (other than representations and warranties \nwhich by their express terms are made solely as of a specified earlier date) \nshall be true and correct on and as of the Closing Date so as to not have any \nMaterial Adverse Effect on Target and Target Sub, taken as a whole, as though \nsuch representation or warranty was made on and as of the Closing Date, and \nany representation or warranty made as of a specified date earlier than the \nClosing Date shall be true and correct on and as of such earlier date, \nprovided, however, that Target shall have the opportunity to update its \nDisclosure Schedule as of the Closing Date as necessary for its \nrepresentations and warranties (other than representations and warranties \nwhich by their express terms were made solely as of a specified earlier date) \nto be true and correct in all respects as of the Closing Date.\n\n                           (b)      PERFORMANCE.  Target shall have performed \nand complied in all material respects with each agreement, covenant and \nobligation required by this Agreement to be so performed or complied with by \nTarget on or before the Closing Date. Target shall have obtained all \nnecessary approvals of the Source Media Bondholders and preferred \nshareholders to the transactions contemplated by this Agreement and the \nAncillary Agreements.\n\n                           (c) CERTIFICATES. Target shall have delivered to \nParent (i) a certificate, dated the Closing Date and executed by the Target \nManagement Committee and (ii) a certificate, dated the Closing Date and \nexecuted by the manager of Target, both substantially in the forms set forth \nin EXHIBIT F hereto.\n\n                           (d)      NO MATERIAL ADVERSE CHANGE. There shall \nhave occurred no material adverse change in the Business or Condition of \nParent since the date hereof; PROVIDED that for purposes of this SECTION \n5.3(d) and SECTION 5.3(a), changes which are attributable to or result from \n(i) the public announcement or pendency of the transactions contemplated \nhereby on customers of each party, (ii) changes in general economic \nconditions or changes affecting the industry generally in which such party \noperates, (iii) changes resulting from the acts or omissions of a party to \nthis Agreement (other than the party asserting that such changes constitutes \na material adverse change in its Business or Condition); provided, that a \nreduction in the market price of a party's capital stock shall not, in and of \nitself, constitute a material adverse change in the Business or Condition of \nsuch party; (it being understood that in any controversy concerning the \napplicability of this clause (d) the party claiming the benefit of this \nclause (d) shall have the burden of proof with respect to the elements of \nsuch clause).\n\n                           (e)      THIRD PARTY CONSENTS.  Parent shall have \nbeen furnished with evidence satisfactory to it that Target has obtained the \nconsents, approvals and waivers listed in SECTION 2.5 OF THE TARGET \nDISCLOSURE SCHEDULE (except for such consents, approvals and waivers \n\n                                       36\n\n\nthe failure of which to receive could not reasonably be expected to have a \nMaterial Adverse Effect on the Surviving Company).\n\n                           (f)      LEGAL OPINION.  Parent shall have \nreceived a legal opinion from Cooperman Levitt Winikoff Lester &amp; Newman, \nP.C., legal counsel to Target, in form and substance to be agreed upon by \nParent and Holders and to be set forth on EXHIBIT G hereto.\n\n                           (g)      ANCILLARY AGREEMENTS.  Each Related Party \nshall have executed and delivered each Ancillary Agreement to which it is a \nparty.\n\n                           (h)      EMPLOYEES.  At least eighty percent (80%) \nof the employees of the VirtualModem Employer, which employees are identified \non SCHEDULE 2.19(c), (A) shall continue to be employed by the VirtualModem \nEmployer immediately prior to the Closing, (B) shall have accepted employment \nwith Parent by executing and delivering to Parent its standard form offer \nletter and (C) shall not have given any notice or other indication that they \nare not willing to be employed by Parent or a Subsidiary of Parent (as Parent \nshall designate), following the Merger.\n\n                                    ARTICLE 6\n               SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS\n                                 AND AGREEMENTS\n\n                  6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND \nAGREEMENTS. Notwithstanding any right of Parent, Merger Sub or Target \n(whether or not exercised) to investigate the affairs of Parent, Merger Sub \nor Target or a waiver by Parent or Target of any condition to Closing set \nforth in ARTICLE 5, each party shall have the right to rely fully upon the \nrepresentations, warranties, covenants and agreements of the other party \ncontained in this Agreement or in any instrument delivered pursuant to this \nAgreement. The representations and warranties of Target relating to the \nownership of Target Intellectual Property shall survive the Merger for a \nperiod of two (2) years. All other representations and warranties of Target \nand all of the representations and warranties of Parent shall survive the \nMerger for a period of one (1) year. None of the other covenants and \nagreements of Target and Parent, which by their terms are to be performed on \nor prior to the Closing Date, shall survive after the Merger.\n\n                  6.2 INDEMNIFICATION BY THE HOLDER INDEMNITORS. Each of \nSource Media, Insight Interactive and Insight Communications (the \"HOLDER \nINDEMNITORS\") shall indemnify Parent, Merger Sub and the Surviving Company \nand any employee, director, officer or agent (the \"INDEMNIFIED PARTIES\") of \neach of them against, hold each of them harmless from, and reimburse each of \nthem for any claim, costs, loss, liability or expense (including reasonable \nattorneys' fees and expenses) or other damage (including, without limitation, \nexpectation, actual, punitive and consequential damages) (collectively, \n\"DAMAGES\") arising, directly or indirectly, from or in connection with: (a) \nany inaccuracy in or breach of any of the representations or warranties of \nTarget, Target Subsidiary or the Holders in this Agreement, (b) any failure \nby Target, Target Subsidiary or the Holders to perform or comply with any \ncovenant or obligation in this Agreement, (c) any Third Party Claim relating \nto an inaccuracy or failure referred to in clause (a) or (b) above, (d) \nexcept as provided in SECTION 2.11 OF THE TARGET DISCLOSURE SCHEDULE with \nrespect to the Worldgate Litigation, any liability incurred by Parent or any \nof its Affiliates \n\n                                       37\n\n\nrelating to the Litigation and (e) any assets, including contract rights, \ntransferred from Target to Other Assets Company prior to the Closing and any \nliabilities of Target assumed by the Other Assets Company prior to the \nClosing. In addition, to the extent that any representation or warranty of \nTarget, Target Subsidiary, or the Holders is qualified, limited or subject to \na materiality or other standard or threshold, such as \"to the knowledge of\", \n\"the best of the knowledge of\" or by the condition that such representation, \nwarranty, covenant or agreement would not, or is not or are not expected to \n\"have a Material Adverse Effect\" or by any other similar qualification or \nlimitation (whether such qualification or limitation, standard or threshold \nis set forth therein or under applicable law pertaining to another document \nto which reference is made herein), then for all purposes of this SECTION 6.2 \nand the indemnification obligation imposed hereunder, such disclosure, \nrepresentation or warranty shall be deemed to have been made without such \nlimitation, qualification, material adverse effect standard or other similar \nstandard or threshold, with it being the intent of the parties that the \nIndemnified Parties be fully indemnified hereunder for any Damages incurred \nby such party without regard to the qualification, limitation, standard or \nthreshold set forth in the disclosure, representation or warranty. No claim \nfor Damages shall be made until the cumulative amount of the Damages exceeds \nOne Hundred Thousand Dollars ($100,000), at which point claim may be made for \nthe entire amount of the incurred Damages.\n\n                  6.3 MARKET STAND-OFF. Each Holder hereby agrees that it \nwill not during the period commencing on the Effective Time and ending on \nJuly 31, 2000, (i) lend, offer, pledge, sell, contract to sell, sell any \noption or contract to purchase, purchase any option or contract to sell, \ngrant any option, right or warrant to purchase, or otherwise transfer or \ndispose of, directly or indirectly, eighty percent (80%) of the shares of \nParent Common Stock acquired by Holder pursuant to the Merger or (ii) enter \ninto any swap or other arrangement that transfers to another, in whole or in \npart, any of the economic consequences of ownership of eighty percent (80%) \nof the shares of Parent Common Stock acquired by Source Media or Insight \nInteractive pursuant to the Merger, whether any such transaction described in \nclause (i) or (ii) above is to be settled by delivery of Parent Common Stock \nor such other securities, in cash or otherwise, provided that Source Media \nmay grant a security interest and pledge in respect of such Parent Common \nStock for the benefit of the Source Media Bondholders, provided further that \nsuch pledge(s) shall be subject to the restrictions of this Section 6.3.\n\n                  6.4 LIMITATION OF LIABILITY. The aggregate liability of \neach of Source Media, Insight Interactive and Insight Communications in \nrespect of their obligations under this Agreement and the Ancillary \nAgreements shall be limited to an amount equal to the SUM of (i) the amount \nof proceeds (net of sales commissions, discounts and brokerage fees) from any \nsale of Parent Common Stock by such party (or its Affiliates) issued pursuant \nto Section 1.5 hereof that occurs prior to the close of business on the date \nsuch liability is determined (the \"Determination Date\"), without regard to \nany use or application of such proceeds, and (ii) in the case of Parent \nCommon Stock held by such party or its Affiliates issued pursuant to Section \n1.5 hereof and held at the close of business on the Determination Date, the \nlesser of (A) the fair market value of such stock, based on the closing sale \nprice of such stock on the Determination Date, or (B) the net proceeds from \nthe sale of such stock during the thirty (30) days following the \nDetermination Date when such stock is both publicly traded and traded on the \nNasdaq National Market or on established trading exchange, MINUS the amount \nof any liability of such party (or its Affiliate) for any such obligations \nthat have already been paid by such party (or its Affiliate). \n\n                                       38\n\n\nExcept for obligations arising under the Programming Services Agreement, any \nsuch obligations shall terminate on the second anniversary of the Closing \nDate. Except as provided in the following sentence, any such obligations \narising under the Programming Services Agreement shall terminate in \naccordance with the Programming Services Agreement. Notwithstanding any other \nprovision hereof, this Section 6.4 shall not apply to the obligations of \nSource Media arising under the Programming Services Agreement.\n\n                                    ARTICLE 7\n                       CONDUCT PRIOR TO THE EFFECTIVE TIME\n\n                  7.1      CONDUCT OF BUSINESS.\n\n                           (a)       During the period from the date of this \nAgreement and continuing until the earlier of the termination of this \nAgreement and the Effective Time, Target and Parent each agree (unless such \nparty receives prior consent in writing from the other party, which consent \nshall not be unreasonably withheld) to carry on its business in the ordinary \nand usual course and consistent with its past practices, to pay its \nLiabilities and Taxes consistent with its past practices (and in any event \nwhen due), to pay or perform other obligations when due consistent with its \npast practices (other than Liabilities, Taxes and other obligations, if any, \ncontested in good faith through appropriate proceedings), and, to the extent \nconsistent with such business, to use commercially reasonable efforts to \npreserve intact its present business organization, keep available the \nservices of its present officers and key employees and preserve its \nrelationships with customers, suppliers, distributors, licensors, licensees, \nindependent contractors and other Persons having business dealings with it, \nall with the express purpose and intent of preserving unimpaired its goodwill \nand ongoing businesses at the Effective Time.\n\n                           (b)     Without limiting Section 7.1(a), and \nexcept as otherwise specifically provided in this Agreement, Target shall \nnot, without the prior written consent of Parent, which consent shall not be \nunreasonably withheld, take, or agree in writing or otherwise to take, any of \nthe actions described in SECTION 2.8 of this Agreement, or any other action \nthat would make any of its representations or warranties contained in this \nAgreement untrue or incorrect in any material respect or prevent Target from \nperforming or cause Target not to perform its agreements and covenants \nhereunder.\n\n                  7.2      NO SOLICITATION.\n\n                           (a)      Until the earlier of the  Effective  Time \nand the date of  termination  of this Agreement pursuant to the provisions of \nSECTION 8.1 hereof, Target will not take (and since December 1, 1999, \ninclusive, neither Target nor Target Subsidiary has taken), nor will Target \npermit (and since December 1, 1999 inclusive has not permitted) any of its \nmembers, managers, agents, employees, affiliates, attorneys, accountants, \nfinancial advisers or other representatives (collectively, \"REPRESENTATIVES\") \nto (directly or indirectly): (i) solicit, encourage, initiate, entertain, \nreview or participate in any negotiations or discussions with respect to an \noffer or proposal, oral, written, or otherwise, formal or informal to acquire \nall or any part of the VirtualModem Business or the VirtualModem Products, \nwhether by purchase of assets, exclusive license, joint venture formation, \npurchase of stock, business combination or otherwise, (ii) disclose any \ninformation not customarily disclosed to any Person concerning Target as such \n\n                                       39\n\n\ninformation relates to the VirtualModem Business and which Target believes \nwould be used for the purposes of formulating any such offer or proposal, \n(iii) assist, cooperate with, facilitate or encourage any Person to make any \noffer or proposal to acquire all or any substantial portion of the \nVirtualModem Business or the VirtualModem Products (directly or indirectly), \n(iv) agree to, enter into a contract regarding, approve, recommend or endorse \nany transaction involving the acquisition of all or any part of Target (a \n\"ACQUISITION PROPOSAL\"), or (v) authorize or permit any of Target's \nRepresentatives to take any such action. Target shall notify Parent as \npromptly as practical if any proposal or offer (formal or informal, oral, \nwritten or otherwise), or any inquiry or contact with any Person with respect \nthereto, regarding a Acquisition Proposal is made, such notice to include the \nidentity of the Person proposing such Acquisition Proposal and the terms \nthereof, and shall keep Parent apprised, on a current basis of the status of \nany such Acquisition Proposal and of any modifications to the terms thereof. \nTarget immediately shall cease and cause to be terminated all existing \ndiscussions or negotiations with any parties other than Parent conducted \nheretofore with respect to any Acquisition Proposal.\n\n                           (b)       Except as set forth below in this \nsubsection (b), neither the Target Management Committee nor any committee \nthereof shall: (i) fail to include, withdraw or modify, or propose to \nwithdraw or modify, in a manner adverse to Parent, the approval or \nrecommendation by such management committee or any such committee of this \nAgreement or the Merger, (ii) approve or recommend or propose to approve or \nrecommend, any Acquisition Proposal, or (iii) enter into any agreement with \nrespect to any Acquisition Proposal.\n\n                                    ARTICLE 8\n                        TERMINATION, AMENDMENT AND WAIVER\n\n                  8.1 TERMINATION. Except as provided in SECTION 8.2 below, this\nAgreement may be terminated and the Merger abandoned at any time prior to the\nEffective Time:\n\n                           (a)      by mutual written consent of Target and \nParent;\n\n                           (b)      by Parent or Target if:\n\n                                    (i)     the Effective Time has not \noccurred before 5 p.m. (Pacific  Time) on April 15, 2000 (provided however, \nthat the right to terminate this Agreement under this SECTION 8.1(b)(i) shall \nnot be available to any party whose willful failure to fulfill any obligation \nhereunder has been the cause of , or resulted in, the failure of the \nEffective Time to occur on or before such date);\n\n                                    (ii) there shall be any statute, rule, \nregulation or order enacted, promulgated or issued or deemed applicable to \nthe Merger by any Governmental or Regulatory Authority that would make \nconsummation of the Merger illegal or there shall be a final nonappealable \norder of a federal or state court in effect preventing consummation of the \nMerger;\n\n                                    (iii) there shall be any action taken, or \nany Law or Order enacted, promulgated or issued or deemed applicable to the \nMerger, by any Governmental or Regulatory Authority, which would (A) prohibit \nParent's or the Merger Sub's ownership or operation of all or any portion of \nthe business of Target or (B) compel Parent or Merger Sub to \n\n                                       40\n\n\ndispose of or hold separate all or a portion of the Assets and Properties of \nTarget as a result of the Merger; or\n\n                                    (iv) the Merger is not approved and \nadopted by the affirmative vote of the Holders as required by the DLLCA, the \nCalifornia Code (if applicable), and Target's LLC Agreement.\n\n                           (c)      by Target if:\n\n                                    (i)     prior to the Effective Time, \nParent Board shall have withdrawn, modified or changed in a manner adverse to \nTarget its approval or recommendation of this Agreement or the Merger; or\n\n                                    (ii)    (Target is not in breach in any \nmaterial respect of any of its representations, warranties, covenants or \nagreements in this Agreement) if there has been a material breach of any \nrepresentation, warranty, covenant or agreement contained in this Agreement \non the part of Parent or Merger Sub and (A) Parent is not using its \nreasonable efforts to cure such breach, or has not cured such breach within \nthirty (30) days, after notice of such breach to Parent (PROVIDED, HOWEVER, \nthat no cure period shall be required for a breach which by its nature cannot \nbe cured) and (B) as a result of such breach and assuming such breach is not \ncured, the conditions set forth in SECTION 5.1 or SECTION 5.2, as the case \nmay be, would not at Closing be satisfied.\n\n                           (d)      by Parent if:\n\n                                    (i)     prior to the Effective Time, \nTarget Board shall have withdrawn, modified or changed in a manner adverse to \nParent its approval or recommendation of this Agreement or the Merger; or\n\n                                    (ii)    Parent is not in breach in any \nmaterial respect of any of its representations, warranties, covenants or \nagreements in this Agreement) if there has been a material breach of any \nrepresentation, warranty, covenant or agreement contained in this Agreement \non the Target and (A) Target is not using its reasonable efforts to cure such \nbreach, or has not cured such breach within thirty (30) days, after notice of \nsuch breach to Target (PROVIDED, HOWEVER, that no cure period shall be \nrequired for a breach which by its nature cannot be cured) and (B) as a \nresult of such breach and assuming such breach is not cured, the conditions \nset forth in SECTION 5.1 or SECTION 5.3, as the case may be, would not at \nClosing be satisfied.\n\n                  8.2 EFFECT OF TERMINATION. In the event of a valid \ntermination of this Agreement as provided in SECTION 8.1, this Agreement \nshall forthwith become void and there shall be no liability or obligation on \nthe part of Parent or Target, or their respective officers, directors or \nstockholders or Affiliates or Associates; PROVIDED, HOWEVER, that each party \nshall remain liable for any breaches of this Agreement prior to its \ntermination; and PROVIDED FURTHER that, the provisions of SECTIONS 4.4, 4.5, \n4.6, 8.2, 9.6, 9.9, 9.10 AND 9.11 of this Agreement shall remain in full \nforce and effect and survive any termination of this Agreement.\n\n                                       41\n\n\n                  8.3 AMENDMENT. Except as is otherwise required by \napplicable law, this Agreement may be amended by the parties hereto at any \ntime by execution of an instrument in writing signed on behalf of each of the \nparties hereto.\n\n                  8.4 EXTENSION; WAIVER. At any time prior to the Effective \nTime, Parent and Target may, to the extent legally allowed, (i) extend the \ntime for the performance of any of the obligations of the other party hereto, \n(ii) waive any inaccuracies in the representations and warranties made to \nsuch party contained herein or in any document delivered pursuant hereto, and \n(iii) waive compliance with any of the agreements, covenants or conditions \nfor the benefit of such party contained herein. Any agreement on the part of \na party hereto to any such extension or waiver shall be valid only if set \nforth in an instrument in writing signed on behalf of such party.\n\n                                    ARTICLE 9\n                            MISCELLANEOUS PROVISIONS\n\n                  9.1 NOTICES. All notices, requests and other communications \nhereunder must be in writing and will be deemed to have been duly given only \nif delivered personally against written receipt or by facsimile transmission \nagainst facsimile confirmation or mailed by prepaid first class certified \nmail, return receipt requested, or mailed by overnight courier prepaid, to \nthe parties at the following addresses or facsimile numbers:\n\n                           If to Parent or Merger Sub to:\n\n                           Liberate Technologies\n                           2 Circle Star Way\n                           San Carlos, CA  94070\n                           (650) 701-4000 Phone\n                           (650) 701-4951 Facsimile\n                           Attention:  General Counsel\n\n                           with a copy to:\n\n                           Gunderson Dettmer Stough Villeneuve Franklin &amp; Hachigian, LLP\n                           155 Constitution Drive\n                           Menlo Park, California 94025\n                           (650) 321-2400 Phone\n                           (650) 321-2800 Facsimile\n                           Attention:  Brooks Stough\n\n                           If to Target to:\n\n                           SourceSuite LLC\n                           c\/o Source Media, Inc.\n                           5400 LBJ Freeway, Suite 680\n                           Dallas, Texas  75240\n                           Attention:  Stephen W. Palley, Chief Executive \n                           Officer\n\n                                       42\n\n\n                           with a copy to:\n\n                           Cooperman Levitt Winikoff Lester &amp; Newman, P.C.\n                           800 Third Avenue\n                           New York, NY  10022\n                           (212) 688-7000 Phone\n                           (212) 755-2839 Facsimile\n                           Attention:  Robert L. Winikoff, Esq.\n\n                           If to SourceSuite Acquisition LLC:\n\n                           c\/o Source Media, Inc.\n                           5400 LBJ Freeway, Suite 680\n                           Dallas, Texas  75240\n                           (972) 701-5400 Phone\n                           (972) 701-5566 Facsimile\n                           Attention:  Stephen W. Palley, Chief Executive \n                           Officer\n\n                           with a copy to:\n\n                           Cooperman Levitt Winikoff Lester &amp; Newman, P.C.\n                           800 Third Avenue\n                           New York, NY  10022\n                           (212) 688-7000 Phone\n                           (212) 755-2839 Facsimile\n                           Attention:  Robert L. Winikoff, Esq.\n\n                           If to Source Media:\n\n                           Source Media, Inc.\n                           5400 LBJ Freeway, Suite 680\n                           Dallas, Texas  75240\n                           (972) 701-5400 Phone\n                           (972) 701-5566 Facsimile\n                           Attention:  Stephen W. Palley, Chief Executive \n                           Officer\n\n                           with a copy to:\n\n                           Cooperman Levitt Winikoff Lester &amp; Newman, P.C.\n                           800 Third Avenue\n                           New York, NY  10022\n                           (212) 688-7000 Phone\n                           (212) 755-2839 Facsimile\n                           Attention:  Robert L. Winikoff, Esq.\n\n                                       43\n\n\n                           If to Insight Interactive, LLC or Insight \n                           Communications Company, Inc.:\n\n                           Insight Communications Company, Inc.\n                           126 East 56th Street\n                           New York, New York  10022\n                           (212) 371-2266 Phone\n                           (212) 371-1549 Facsimile\n                           Attention:  General Counsel\n\nAll such notices, requests and other communications will (i) if delivered \npersonally to the address as provided in this SECTION 9.1, be deemed given \nupon delivery, (ii) if delivered by facsimile transmission to the facsimile \nnumber as provided for in this SECTION 9.1, be deemed given upon facsimile \nconfirmation, (iii) if delivered by mail in the manner described above to the \naddress as provided for in this SECTION 9.1, be deemed given on the earlier \nof the third Business Day following mailing or upon receipt and (iv) if \ndelivered by overnight courier to the address as provided in this SECTION \n9.1, be deemed given on the earlier of the first Business Day following the \ndate sent by such overnight courier or upon receipt (in each case regardless \nof whether such notice, request or other communication is received by any \nother Person to whom a copy of such notice is to be delivered pursuant to \nthis SECTION 9.1). Any party from time to time may change its address, \nfacsimile number or other information for the purpose of notices to that \nparty by giving notice specifying such change to the other party hereto.\n\n                  9.2 ENTIRE AGREEMENT. This Agreement and the Exhibits and \nSchedules hereto, including Target Disclosure Schedule and the Parent \nDisclosure Schedule, and all agreements required to be executed and delivered \npursuant hereto, constitute the entire agreement and understanding among the \nparties with respect to the subject matter hereof and supersede all prior \nagreements and understandings, both written and oral, among the parties with \nrespect to the subject matter hereof, except for the Confidentiality \nAgreement, which shall continue in full force and effect and shall survive \nany termination of this Agreement or the Closing in accordance with its terms.\n\n                  9.3 FURTHER ASSURANCES; POST-CLOSING COOPERATION. At any \ntime or from time to time after the Closing, the parties shall execute and \ndeliver to the other party such other documents and instruments, provide such \nmaterials and information and take such other actions as the other party may \nreasonably request to consummate the transactions contemplated by this \nAgreement and otherwise to cause the other party to fulfill its obligations \nunder this Agreement and the transactions contemplated hereby. Each party \nagrees to use diligent efforts to cause the conditions to its obligations to \nconsummate the Merger to be satisfied.\n\n                  9.4 WAIVER. Any term or condition of this Agreement may be \nwaived at any time by the party that is entitled to the benefit thereof, but \nno such waiver shall be effective unless set forth in a written instrument \nduly executed by or on behalf of the party waiving such term or condition. No \nwaiver by any party of any term or condition of this Agreement, in any one or \nmore instances, shall be deemed to be or construed as a waiver of the same or \nany other term or condition of this Agreement on any future occasion. All \nremedies, either under this Agreement or by Law or otherwise afforded, will \nbe cumulative and not alternative.\n\n                                       44\n\n\n                  9.5 THIRD PARTY BENEFICIARIES. The terms and provisions of \nthis Agreement are intended solely for the benefit of each party hereto and \ntheir respective successors or permitted assigns, and it is not the intention \nof the parties to confer third-party beneficiary rights, and this Agreement \ndoes not confer any such rights, upon any other Person.\n\n                  9.6 NO ASSIGNMENT; BINDING EFFECT. Neither this Agreement \nnor any right, interest or obligation hereunder may be assigned (by operation \nof law or otherwise) by any party without the prior written consent of the \nother party and any attempt to do so will be void. Subject to the preceding \nsentence, this Agreement is binding upon, inures to the benefit of and is \nenforceable by the parties hereto and their respective successors and assigns \nand any third party that shall acquire all or substantially all of the assets \nhereto or at least fifty percent (50%) of the outstanding equity of a party \nhereto.\n\n                  9.7 HEADINGS. The headings and table of contents used in \nthis Agreement have been inserted for convenience of reference only and do \nnot define or limit the provisions hereof.\n\n                  9.8 INVALID PROVISIONS. If any provision of this Agreement \nis held to be illegal, invalid or unenforceable under any present or future \nLaw, and if the rights or obligations of any party hereto under this \nAgreement will not be materially and adversely affected thereby, (a) such \nprovision will be fully severable, (b) this Agreement will be construed and \nenforced as if such illegal, invalid or unenforceable provision had never \ncomprised a part hereof, (c) the remaining provisions of this Agreement will \nremain in full force and effect and will not be affected by the illegal, \ninvalid or unenforceable provision or by its severance herefrom and (d) in \nlieu of such illegal, invalid or unenforceable provision, there will be added \nautomatically as a part of this Agreement a legal, valid and enforceable \nprovision as similar in terms to such illegal, invalid or unenforceable \nprovision as may be possible.\n\n                  9.9 GOVERNING LAW. This Agreement shall be governed by and \nconstrued in accordance with the domestic laws of the State of Delaware, \nwithout giving effect to any choice of law or conflict of law provision or \nrule (whether of the State of California or any other jurisdiction) that \nwould cause the application of the laws of any jurisdiction other than the \nState of Delaware.\n\n                  9.10 CONSTRUCTION. Ambiguities in this Agreement, if any, \nshall not be construed strictly or in favor of or against any party hereto \nbut rather shall be given a fair and reasonable construction.\n\n                  9.11 COUNTERPARTS. This Agreement may be executed in any \nnumber of counterparts, each of which will be deemed an original, but all of \nwhich together will constitute one and the same instrument.\n\n                  9.12 SPECIFIC PERFORMANCE. The parties hereto agree that \nirreparable damage would occur in the event that any of the provisions of \nthis Agreement were not performed in accordance with their specific terms or \nwere otherwise breached. Except where this Agreement specifically provides \nfor arbitration, it is agreed that the parties shall be entitled to an \ninjunction or injunctions to prevent breaches of this Agreement and to \nenforce specifically the terms and \n\n                                       45\n\n\nprovisions hereof in any court of the United States or any state having \njurisdiction, this being in addition to any other remedy to which they are \nentitled at law or in equity.\n\n                  9.13 NO SOLICITATION OF EMPLOYEES. Following the Closing, \nneither Source Media nor Insight Communications shall directly or indirectly \nsolicit any employee of the Surviving Company, Parent or Merger Sub to leave \nor terminate their employment with that party.\n\n                  9.14 EXCULPATION. Notwithstanding the foregoing or any \nother provision of this Agreement or any other document related to the Merger \nthat refers to the treatment of the Merger as a reorganization, including \nwithout limitation the application and information statement relating to \nCalifornia Permit, Source Media and Insight Interactive each (i) acknowledge \nand agree that none of Parent, Merger Sub or Target has made pursuant to this \nAgreement or otherwise in connection with the Merger any representation \nregarding, or shall Parent, Merger Sub nor Target be held liable with respect \nto, the tax consequences of the receipt of the Merger consideration, and (ii) \nrepresent that they have consulted with their respective tax advisors \nregarding the tax consequences of the Merger and understand that any tax \ndisclosure provided in connection with the California Permit has been \nprepared by such tax advisors.\n\n                  9.15 ADJUSTMENTS. Anything to the contrary herein \nnotwithstanding, Target shall have the right, at Target's option, anytime \nprior to Effective Time to contribute to the Other Assets Company any or all \nof the cash and cash equivalents held by Target (other than the proceeds from \nthe sale of assets to Other Assets LLC).\n\n                                   ARTICLE 10\n                                   DEFINITIONS\n\n                  10.1     DEFINITIONS.\n\n                           (a)      As used in this Agreement, the following \ndefined terms shall have the meanings indicated below:\n\n                   \"Acquisition Proposal\" has the meaning ascribed to it in \nSECTION 7.3.\n\n                  \"Actions or Proceedings\" means any action, suit, complaint, \npetition, investigation, proceeding, arbitration, litigation or Governmental \nor Regulatory Authority investigation, audit or other proceeding, whether \ncivil or criminal, in law or in equity, or before any arbitrator or \nGovernmental Regulatory Authority.\n\n                  \"Affiliate\" means, as applied to any Person, (a) any other \nPerson directly or indirectly controlling, controlled by or under common \ncontrol with, that Person, or (b) any other Person that owns or controls (i) \ntwenty percent (20%) or more of any class of voting ownership interests of \nthat Person or any of its Affiliates or (ii) twenty percent (20%) or more of \nany class of voting ownership interests (including any ownership interests \nissuable upon the exercise of any option or convertible security) of that \nPerson or any of its Affiliates. For the purposes of this definition, \n\"control\" (including with correlative meanings, the terms \"controlling\", \n\"controlled by\", and \"under common control with\") as applied to any Person, \nmeans the possession, directly \n\n                                       46\n\n\nor indirectly, of the power to direct or cause the direction of the \nmanagement and policies of that Person, whether through ownership of voting \nownership interests or by contract or otherwise.\n\n                  \"Agreement\" means this Merger Agreement and Plan of \nReorganization, including (unless the context otherwise requires) the \nExhibits and Schedules hereto and the certificates and instruments delivered \nin connection herewith, or incorporated by reference, as the same may be \namended or supplemented from time to time in accordance with the terms hereof.\n\n                  \"Agreement Date\" means the date first written above.\n\n                  \"Ancillary Agreements\" has the meaning ascribed to it in \nSECTION 2.2.\n\n                  \"Approval\" means any approval, authorization, consent, \npermit, qualification or registration, or any waiver of any of the foregoing, \nrequired to be obtained from or made with, or any notice, statement or other \ncommunication required to be filed with or delivered to, any Governmental or \nRegulatory Authority or any other Person.\n\n                  \"Assets and Properties\" of any Person means all assets and \nproperties of every kind, nature, character and description (whether real, \npersonal or mixed, whether tangible or intangible, whether absolute, accrued, \ncontingent, fixed or otherwise and wherever situated), including the goodwill \nrelated thereto, operated, owned, licensed or leased by such Person, \nincluding cash, cash equivalents, Investment Assets, accounts and notes \nreceivable, chattel paper, documents, instruments, general intangibles, real \nestate, equipment, inventory, goods and Intellectual Property.\n\n                  \"Associate\" means, with respect to any Person, any \ncorporation or other business organization of which such Person is an officer \nor partner or is the beneficial owner, directly or indirectly, of twenty \npercent (20%) or more of any class of voting ownership interests, any trust \nor estate in which such Person has a substantial beneficial interest or as to \nwhich such Person serves as a trustee or in a similar capacity and any \nrelative or spouse of such Person, or any relative of such spouse, who has \nthe same home as such Person.\n\n                  \"Books and Records\" means all files, documents, \ninstruments, papers, books and records relating to the Business or Condition \nof such party, including financial statements, internal reports, Tax Returns \nand related work papers and letters from accountants, budgets, pricing \nguidelines, ledgers, journals, deeds, title policies, minute books, stock \ncertificates and books, stock transfer ledgers, Contracts, Licenses, customer \nlists, computer files and programs (including data processing files and \nrecords), retrieval programs, operating data and plans and environmental \nstudies and plans.\n\n                  \"Business Combination\" means, with respect to any Person, \n(i) any merger, consolidation or other business combination to which such \nPerson is a party, (ii) any sale, dividend, split or other disposition or any \ncapital stock or other equity interests of such Person, (iii) any tender \noffer (including a self tender), exchange offer, recapitalization, \nrestructuring, liquidation, dissolution or similar or extraordinary \ntransaction, (iv) any sale, dividend or other disposition of all or a \nmaterial portion of the Assets and Properties of such Person, or (v) the \n\n                                       47\n\n\nentering into of any agreement or understanding, the granting of any rights \nor options, or the acquiescence of such Person, with respect to any of the \nforegoing.\n\n                  \"Business Day\" means a day other than Saturday, Sunday or \nany day on which banks located in the State of California are authorized or \nobligated to close.\n\n                  \"Business or Condition\" means, with respect to Parent, the \nbusiness, condition (financial or otherwise), results of operations or Assets \nand Properties of Parent and each of its Subsidiaries, taking Parent together \nwith such Subsidiaries as a whole, and, with respect to Target, the business \n(including the VirtualModem Business), condition (financial or otherwise), \nresults of operations or Assets and Properties of Target and Target \nSubsidiary, taking Target together with Target Subsidiary as a whole.\n\n                  \"California Code\" means the California Corporations Code \nand all amendments and additions thereto.\n\n                  \"California Permit\" has the meaning ascribed to it in \nSECTION 1.8.\n\n                  \"Closing\" means the closing of the transactions \ncontemplated by SECTION 1.2.\n\n                  \"Closing Date\" has the meaning ascribed to it in SECTION \n1.2.\n\n                  \"COBRA\" means the Consolidated Omnibus Budget \nReconciliation Act of 1986, as amended.\n\n                  \"Confidentiality Agreement\" has the meaning ascribed to it \nin SECTION 4.4.\n\n                  \"Contract\" means any material contract, including:\n\n                           (a)  any distributor, sales, advertising, agency \nor manufacturer's  representative contract;\n\n                           (b)  any continuing contract for the purchase of \nmaterials,  supplies,  equipment or services involving in the case of any \nsuch contact more than two hundred thousand dollars ($200,000) over the life \nof the contract;\n\n                           (c)  any trust indenture, mortgage, promissory \nnote, loan agreement or other contract for the borrowing of money, any \ncurrency exchange, commodities or other hedging arrangement or any leasing \ntransaction of the type required to be capitalized in accordance with \ngenerally accepted accounting principles;\n\n                           (d)  any contract for unexpended capital \nexpenditures in excess of two hundred thousand dollars ($200,000) in the \naggregate;\n\n                           (e)  any contract limiting the freedom of such \nparty to engage in any line of business or to compete with any other Person \nas that term is defined in the Exchange Act, as defined herein, or any \nconfidentiality, secrecy or non-disclosure contract;\n\n                                       48\n\n\n                           (f)  any contract pursuant to which such party is \na lessor of any machinery, equipment, motor vehicles, office furniture, \nfixtures or other personal property;\n\n                           (g)  any contract with any person with whom such \nparty does not deal at arm's length; or\n\n                           (h)  any agreement of guarantee, support, \nindemnification, assumption or endorsement of, or any similar commitment with \nrespect to, the obligations, liabilities (whether accrued, absolute, \ncontingent or otherwise) or indebtedness of any other Person.\n\n                  \"DLLCA\" means the Limited Liability Company Act of the \nState of Delaware.\n\n                  \"Delaware Certificate of Merger\" has the meaning set forth \nin SECTION 1.2.\n\n                  \"Effective Time\" has the meaning ascribed to it in SECTION \n1.2.\n\n                  \"Environment\" means air, surface water, ground water, or \nland, including land surface or subsurface, and any receptors such as \npersons, wildlife, fish, biota or other natural resources.\n\n                  \"Environmental Clean-up Site\" means any location which is \nlisted or proposed for listing on the National Priorities List, the \nComprehensive Environmental Response, Compensation and Liability Information \nSystem, or on any similar state list of sites relating to investigation or \ncleanup, or which is the subject of any pending or threatened action, suit, \nproceeding, or investigation related to or arising from any location at which \nthere has been a Release or threatened or suspected Release of a Hazardous \nMaterial.\n\n                  \"Environmental Law\" means any federal, state, local or \nforeign environmental, health and safety or other Law relating to of \nHazardous Materials, including the Comprehensive, Environmental Response \nCompensation and Liability Act, the Clean Air Act, the Federal Water \nPollution Control Act, the Solid Waste Disposal Act, the Federal Insecticide, \nFungicide and Rodenticide Act, and the California Safe Drinking Water and \nToxic Enforcement Act.\n\n                  \"Environmental Permit\" means any permit, license, approval, \nconsent or authorization required under or in connection with any \nEnvironmental Law and includes without limitation any and all orders, consent \norders or binding agreements issued or entered into by a Governmental or \nRegulatory Authority.\n\n                  \"ERISA\" means the Employee Retirement Income Security Act \nof 1974, as amended, and the rules and regulations promulgated thereunder.\n\n                  \"ERISA Affiliate\" means each person (as defined in section \n3(9) of ERISA) that, together with Target, would be treated as a single \nemployer under section 4001(b) of ERISA or that would be deemed to be a \nmember of the same \"controlled group\" within the meaning of section 414(b) or \n(c) of the Internal Revenue Code.\n\n                  \"Exchange Act\" means the Securities Exchange Act of 1934, \nas amended, and the rules and regulations of the SEC thereunder.\n\n                                       49\n\n\n                  \"Exchange Ratio\" means the quotient obtained by dividing \n(x) the Maximum Share Number (without regard to any adjustment thereof) by \n(y) the aggregate number of Target Units that are outstanding immediately \nprior to the Effective Time.\n\n                  \"Expiration Date\" shall mean the date 180 days after the \nEffective Date.\n\n                  \"Financial Statement Date\" means November 30, 1999.\n\n                  \"GAAP\" means generally accepted accounting principles in \nthe United States, as in effect from time to time.\n\n                  \"Governmental or Regulatory Authority\" means any court, \ntribunal, arbitrator, authority, agency, bureau, board, commission, \ndepartment, official or other instrumentality of the United States, any \nforeign country or any domestic or foreign state, county, city or other \npolitical subdivision, and shall include any stock exchange, quotation \nservice and the National Association of Securities Dealers.\n\n                  \"Hazardous Material\" means (a) any chemical, material, \nsubstance or waste including, containing or constituting petroleum or \npetroleum products, solvents (including chlorinated solvents), nuclear or \nradioactive materials, asbestos in any form that is or could become friable, \nradon, lead-based paint, urea formaldehyde foam insulation or polychlorinated \nbiphenyls, (b) any chemicals, materials, substances or wastes which are now \ndefined as or included in the definition of \"hazardous substances,\" \n\"hazardous wastes,\" \"hazardous materials,\" \"extremely hazardous wastes,\" \n\"restricted hazardous wastes,\" \"toxic substances,\" \"toxic pollutants\" or \nwords of similar import under any Environmental Law; or (c) any other \nchemical, material, substance or waste which is regulated by any Governmental \nor Regulatory Authority or which could constitute a nuisance.\n\n                  \"HSR Act\" means the Hart-Scott-Rodino Antitrust \nImprovements Act of 1976, as amended, and the regulations promulgated \nthereunder.\n\n                  \"Indebtedness\" of any Person means all obligations of such \nPerson (a) for borrowed money, (b) evidenced by notes, bonds, debentures or \nsimilar instruments, (c) for the deferred purchase price of goods or services \n(other than trade payables or accruals incurred in the ordinary course of \nbusiness), (d) under capital leases and (e) in the nature of guarantees of \nthe obligations described in clauses (a) through (d) above of any other \nPerson.\n\n                  \"Information Statement\" has the meaning ascribed to it in \nSECTION 2.25.\n\n                  \"Intellectual Property\" means all trademarks and trademark \nrights, trade names and trade name rights, service marks and service mark \nrights, service names and service name rights, patents and patent rights, \nutility models and utility model rights, copyrights, moral rights, mask work \nrights, brand names, trade dress, product designs, product packaging, \nbusiness and product names, logos, slogans, rights of publicity, trade \nsecrets, inventions (whether patentable or not), invention disclosures, \nimprovements, processes, formulae, industrial models, processes, designs, \nspecifications, technology, methodologies, computer software (including all \nsource code and object code), firmware, development tools, flow charts, \nannotations, all Web addresses, sites and domain names, all data bases and \ndata collections and all rights therein, any other \n\n                                       50\n\n\nconfidential and proprietary right or information, whether or not subject to \nstatutory registration, and all related technical information, manufacturing, \nengineering and technical drawings, know-how and all pending applications for \nand registrations of patents, utility models, trademarks, service marks and \ncopyrights, and the right to sue for past infringement, if any, in connection \nwith any of the foregoing, and all documents, disks, records, files and other \nmedia on which any of the foregoing is stored.\n\n                  \"Internal Revenue Code\" means the Internal Revenue Code of \n1986, as amended, and the rules and regulations promulgated thereunder.\n\n                  \"Investment Assets\" means all debentures, notes and other \nevidences of Indebtedness, stocks, securities (including rights to purchase \nand securities convertible into or exchangeable for other securities), \ninterests in joint ventures and general and limited partnerships, mortgage \nloans and other investment or portfolio assets owned of record or \nbeneficially by Target or Target Subsidiary.\n\n                  \"IRS\" means the United States Internal Revenue Service or \nany successor entity.\n\n                  \"Law\" or \"Laws\" means any law, statute, order, decree, \nconsent decree, judgment, rule, regulation, ordinance or other pronouncement \nhaving the effect of law whether in the United States, any foreign country, \nor any domestic or foreign state, county, city or other political subdivision \nor of any Governmental or Regulatory Authority.\n\n                  \"Liabilities\" means all Indebtedness, obligations and other \nliabilities of a Person, whether absolute, accrued, contingent (or based upon \nany contingency), known or unknown, fixed or otherwise, or whether due or to \nbecome due.\n\n                  \"License\" means any Contract that grants a Person the right \nto use or otherwise enjoy the benefits of any Intellectual Property \n(including any covenants not to sue with respect to any Intellectual \nProperty).\n\n                  \"Liens\" means any mortgage, pledge, assessment, security \ninterest, lease, lien, easement, license, covenant, condition, restriction, \nadverse claim, levy, charge, option, equity, adverse claim or restriction or \nother encumbrance of any kind, or any conditional sale Contract, title \nretention Contract or other Contract to give any of the foregoing, except for \nany restrictions on transfer generally arising under any applicable federal \nor state securities law.\n\n                  \"Loss(es)\" means any and all damages, payments, fines, \nfees, Taxes, penalties, deficiencies, losses (including lost profits or \ndiminution in value), expenses, reasonable expenses of investigation, court \ncosts, reasonable fees and expenses of attorneys, accountants and other \nexperts or other expenses of litigation or other proceedings or of any claim, \ndefault or assessment (such fees and expenses to include all fees and \nexpenses, including fees and expenses of attorneys).\n\n                  \"Material Adverse Effect\" when used with reference to any \nentity or group of related entities, means any event, change or effect that \nis (or will with the passage of time be) materially adverse to the condition \n(financial or otherwise), properties, assets, liabilities, business, \noperations or results of operations of such entity and its subsidiaries, \ntaken as a whole.\n\n                                       51\n\n\n                  \"Maximum Share Number\" means 886,000 shares of Parent \nCommon Stock, PROVIDED, HOWEVER, that if the parties are unable to obtain the \nCalifornia Permit for whatever reason, the Maximum Share Number shall be \nreduced to 821,536 shares of Parent Common Stock.\n\n                  \"Merger\" has the meaning ascribed to it in the recitals to \nthis Agreement.\n\n                  \"NASD\" means the National Association of Securities \nDealers, Inc.\n\n                  \"NNM\" means the distinct tier of The Nasdaq Stock Market \nreferred to as the Nasdaq National Market.\n\n                  \"Order\" means any writ, judgment, decree, injunction or \nsimilar order of any Governmental or Regulatory Authority (in each such case \nwhether preliminary or final).\n\n                  \"Parent Affiliate\" has the meaning ascribed to it in \nSECTION 5.11.\n\n                  \"Parent Common Stock\" has the meaning ascribed to it in the \nrecitals of this Agreement.\n\n                  \"Parent Financial Statements\" has the meaning ascribed to \nit in SECTION 3.3.\n\n                  \"PBGC\" means the Pension Benefit Guaranty Corporation \nestablished under ERISA.\n\n                  \"Permit\" means any license, permit, franchise or \nauthorization.\n\n                  \"Person\" means any natural person, corporation, general \npartnership, limited partnership, limited liability Target or partnership, \nproprietorship, other business organization, trust, union, association or \nGovernmental or Regulatory Authority.\n\n                  \"Preferred Content Provider Agreement\" means the Contract \nto be entered into on the Closing Date by and between Other Assets Company \nand Parent, substantially in the form of EXHIBIT A-3 attached hereto, whereby \nOther Assets Company shall be a preferred content provider of Parent.\n\n                  \"Programming Services Agreement\" means the Contract between \nOther Assets Company and Target, substantially in the form of EXHIBIT A-1 \nattached hereto, whereby Target will continue development of the Server IPG \napplication (as defined therein).\n\n                  \"PTO\" means the United States Patent and Trademark Office.\n\n                  \"Registered Intellectual Property\" shall mean all United \nStates, international and foreign: (i) patents, patent applications \n(including provisional applications); (ii) registered trademarks and \nservicemarks, applications to register trademarks and servicemarks, \nintent-to-use applications, other registrations or applications to trademarks \nor servicemarks, or trademarks or servicemarks in which common law rights are \nowned or otherwise controlled; (iii) registered copyrights and applications \nfor copyright registration; (iv) any mask work registrations and \n\n                                       52\n\n\napplications to register mask works; and (v) any other Intellectual Property \nthat is the subject of an application, certificate, filing, registration or \nother document issued by, filed with, or recorded by, any state, government \nor other public legal authority.\n\n                  \"Related Party\" has the meaning subscribed to it in SECTION \n2.2.\n\n                  \"Registration Rights Agreement\" means the Contract among \nParent and the holders of Target Units, substantially in the form of EXHIBIT \nA-4 attached hereto, whereby Parent grants such holders one demand \nregistration right which can be exercised by such holders only during a \ncertain period and only in certain events.\n\n                  \"Release\" means any spilling, leaking, pumping, pouring, \nemitting, emptying, discharging, injecting, escaping, leaching, dumping or \ndisposing of a Hazardous Material into the Environment.\n\n                  \"SEC\" means the Securities and Exchange Commission or any \nsuccessor entity.\n\n                  \"SEC Documents\" means, with respect to any Person, each \nreport, schedule, form, statement or other document filed with the SEC by \nsuch Person pursuant to Section 13(a) and 15(d) of the Exchange Act and all \nfinal and effective registration statements and prospectuses filed by such \nPerson with the SEC pursuant to the Securities Act.\n\n                  \"Securities Act\" means the Securities Act of 1933, as \namended, and the rules and regulations promulgated thereunder.\n\n                  \"Site\" means any of the real properties currently or \npreviously owned, leased, occupied, used or operated by Target or Target \nSubsidiary, any predecessors of Target or Target Subsidiary, or any entities \npreviously owned by Target or Target Subsidiary, including all soil, subsoil, \nsurface waters and groundwater.\n\n                  \"Source Media Bondholders\" means the holders of Source \nMedia's 12% Senior Secured Notes due 2004.\n\n                  \"Subsidiary\" means, in addition to Target Subsidiary, any \nPerson in which Target or Parent, as the context requires, directly or \nindirectly through Subsidiaries or otherwise, beneficially owns at least 50% \nof either the equity interest in, or the voting control of, such Person, \nwhether or not existing on the date hereof.\n\n                  \"Surviving Company\" has the meaning ascribed to it in \nSECTION 1.1.\n\n                  \"Target\" has the meaning ascribed to it in the forepart of \nthis Agreement.\n\n                  \"Target Affiliates\" has the meaning ascribed to it in \nSECTION 5.10.\n\n                  \"Target Financials\" means the unaudited consolidated \nbalance sheets of Target and Target Subsidiary as of November 30, 1999 and \nthe related audited consolidated statements of operations, stockholders' \nequity and cash flows for the fiscal year then ended, including the notes \nthereto.\n\n                                       53\n\n\n                  \"Target 401(k) Plan\" means Target's 401(k) Plan.\n\n                  \"Target Intellectual Property\" shall mean any Intellectual \nProperty that is (i) owned by; (ii) licensed to; or (iii) was developed or \ncreated by or for Target or Target Subsidiary, that is used in or necessary \nfor the conduct of the present or anticipated business of Target or Target \nSubsidiary.\n\n                  \"Target LLC Agreement\" has the meaning ascribed to it in \nthe recitals of this Agreement.\n\n                  \"Target Management Committee\" has the meaning ascribed to \nit in the recitals of this Agreement.\n\n                  \"Target Registered Intellectual Property\" means all \nRegistered Intellectual Property owned by, or filed in the name of, Target or \nTarget Subsidiary.\n\n                  \"Target Subsidiary\" means Source Media Canada, Inc.\n\n                  \"Target Units\" has the meaning ascribed to it in the \nrecitals.\n\n                  \"Tax\" or \"Taxes\" has the meaning ascribed to it in Section \n2.10(h).\n\n                  \"Tax Returns\" means any return, statement, report, \ndeclaration, information return, schedule, certificate, statement or other \ndocument (including any related or supporting information) filed or required \nto be filed a Taxing Authority.\n\n                  \"Taxing Authority\" means any governmental agency, board, \nbureau, body, department or authority of any United States federal, state or \nlocal jurisdiction or any foreign jurisdiction, having jurisdiction with \nrespect to any Tax.\n\n                  \"Third Party Expenses\" has the meaning ascribed to it in \nSECTION 5.5.\n\n                  \"VirtualModem Business\" means Target's business relating to \nthe VirtualModem Products and associated businesses as it currently is \nconducted or proposed to be conducted\n\n                  \"VirtualModem Products\" means the server-based software \nplatform that is designed to enable cable and satellite signal transmitted \ntelevision viewers, among others, to enjoy interactive connectivity using a \nVirtualModem enabled digital set top box, allowing viewers to browse the \nInternet, send and receive email, facilitate e-commerce and access a wide \nvariety of interactive television applications.\n\n                  \"VirtualModem License Agreement\" means the License between \nTarget and Insight Communications, substantially in the form of EXHIBIT A-2 \nattached hereto, whereby Insight Communications will obtain a license to \nTarget's Intellectual Property for certain purposes.\n\n                           (i)      Unless the context of this Agreement \notherwise requires, (i) words of any gender include each other gender, (ii) \nwords using the singular or plural number also \n\n                                       54\n\n\ninclude the plural or singular number, respectively, (iii) the terms \n\"hereof,\" \"herein,\" \"hereby\" and derivative or similar words refer to this \nentire Agreement as a whole and not to any particular Article, Section or \nother subdivision, (iv) the terms \"Article\" or \"Section\" or other subdivision \nrefer to the specified Article, Section or other subdivision of the body of \nthis Agreement, (v) the phrases \"ordinary course of business\" and \"ordinary \ncourse of business consistent with past practice\" refer to the business and \npractice of Target, (vi) the words \"include,\" \"includes\" and \"including\" \nshall be deemed to be followed by the phrase \"without limitation,\" and (vii) \nwhen a reference is made in this Agreement to Exhibits, such reference shall \nbe to an Exhibit to this Agreement unless otherwise indicated. All accounting \nterms used herein and not expressly defined herein shall have the meanings \ngiven to them under GAAP. The term \"party\" or \"parties\" when used herein \nrefer to Parent, on the one hand, and Target, on the other.\n\n                           (j) When used herein, the phrase \"to the knowledge \nof\" any Person, \"to the best knowledge of\" any Person, \"known to\" any Person \nor any similar phrase, means (i) with respect to any Person who is an \nindividual, the actual knowledge of such Person, and (ii) with respect to any \nother Person, the actual knowledge of the directors and officers of such \nPerson and other individuals that have a similar position or have similar \npowers and duties as the officers and directors of such Person.\n\n                            [SIGNATURE PAGE FOLLOWS]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       55\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this \nAgreement to be signed by their duly authorized representatives, all as of \nthe date first written above.\n\n\nLIBERATE TECHNOLOGIES                       SOURCESUITE LLC\n\n\nBy:                                         By:                               \n   ----------------------------------          ------------------------------\nName:                                       Name:\n     --------------------------------            ----------------------------\nTitle:                                      Title:                            \n      -------------------------------             ---------------------------\n\n\n\n\n\nSOURCE MEDIA, INC                           INSIGHT INTERACTIVE, LLC\n\n\nBy:                                         By:                               \n   ----------------------------------          ------------------------------\nName:                                       Name:\n     --------------------------------            ----------------------------\nTitle:                                      Title:                            \n      -------------------------------             ---------------------------\n\n\n\n\n\nINSIGHT COMMUNICATIONS COMPANY, INC.\n\n\nBy:                                         By:                               \n   ----------------------------------          ------------------------------\nName:                                       Name:\n     --------------------------------            ----------------------------\nTitle:                                      Title:                            \n      -------------------------------             ---------------------------\n\n\n\n\n\nTO BE ENTERED INTO BEFORE CLOSING BY:\n\n\nLIBERATE ACQUISITION CO.                    SOURCESUITE ACQUISITION LLC\n\n\nBy:                                         By:                               \n   ----------------------------------          ------------------------------\nName:                                       Name:\n     --------------------------------            ----------------------------\nTitle:                                      Title:                            \n      -------------------------------             ---------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8869],"corporate_contracts_industries":[9513,9518],"corporate_contracts_types":[9622,9626],"class_list":["post-43466","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-source-media-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-telecommunications__telegraph","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\/43466","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=43466"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43466"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43466"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43466"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}