{"id":43634,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-agreement-excite-inc-and-at-home-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-agreement-excite-inc-and-at-home-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-agreement-excite-inc-and-at-home-corp.html","title":{"rendered":"Stock Option Agreement &#8211; Excite Inc. and At Home Corp."},"content":{"rendered":"<pre>\n                             STOCK OPTION AGREEMENT\n\n\n         THIS STOCK OPTION AGREEMENT dated as of January 19, 1999 (the\n'AGREEMENT') is entered into by and between Excite, Inc., a Delaware corporation\n(the 'COMPANY') and At Home Corporation, a Delaware corporation ('PARENT').\nCapitalized terms used in this Agreement but not defined herein shall have the\nmeanings ascribed thereto in the Merger Agreement (as defined below).\n\n                                    RECITALS\n\n         A. Concurrently with the execution and delivery of this Agreement, the\nCompany, Parent and Countdown Merger Corp., a Delaware corporation and a wholly\nowned subsidiary of Parent ('SUB'), are entering into an Agreement and Plan of\nReorganization (the 'MERGER AGREEMENT'), which provides that, among other\nthings, upon the terms and subject to the conditions thereof, the Company and\nParent will enter into a business combination transaction (the 'MERGER').\n\n         B. As a condition to Parent's willingness to enter into the Merger\nAgreement, Parent has requested that the Company agree, and the Company has so\nagreed, to grant to Parent an option to acquire shares of the Company's Common\nStock, $0.001 par value (including the associated rights (the 'RIGHTS') to\npurchase shares of the Company's Preferred Stock pursuant to the Rights\nAgreement, dated as of October 15, 1998, between the Company and BankBoston,\nN.A., as Rights Agent (the 'RIGHTS AGREEMENT')) (together, 'COMPANY SHARES'),\nupon the terms and subject to the conditions set forth herein.\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and agreements set forth herein and in the Merger Agreement and for\nother good and valuable consideration, the receipt and adequacy of which are\nhereby acknowledged, the parties hereto agree as follows:\n\n         1.       GRANT OF OPTION\n\n         The Company hereby grants to Parent an irrevocable option (the\n'OPTION') to acquire up to a number of Company Shares equal to 19.9% of the\nissued and outstanding shares of common stock of the Company as of the first\ndate, if any, upon which an Exercise Event (as defined in Section 2(a) below)\nshall occur (the 'OPTION SHARES'), in the manner set forth below by paying cash\nat a price of $106.60 per share (the 'EXERCISE PRICE'). All references in this\nAgreement to Company Shares issued to Parent hereunder shall be deemed to\ninclude the associated Rights (subject to the terms of the Rights Agreement).\n\n         2.       EXERCISE OF OPTION; MAXIMUM PROCEEDS\n\n\n\n                  (a) For all purposes of this Agreement, an 'EXERCISE EVENT'\nshall mean the occurrence of any of (i) a Company Triggering Event (as such term\nis defined in the Merger Agreement), (ii) the public announcement of an Option\nAcquisition Proposal (as defined below) or (iii) the commencement of a\nsolicitation within the meaning of Rule 14a-1(l) by any person or entity other\nthan the Company or its Board of Directors (or any person or entity acting on\nbehalf of the Company or its Board of Directors) seeking to alter the\ncomposition of the Company's Board of Directors. For purposes of this Agreement,\n'OPTION ACQUISITION PROPOSAL' shall mean any offer or proposal (other than an\noffer or proposal by Parent) relating to any transaction or series of related\ntransactions involving: (A) any purchase from the Company or acquisition by any\nperson or 'group' (as defined under Section 13(d) of the Exchange Act and the\nrules and regulations thereunder) of more than a 10% interest in the total\noutstanding voting securities of the Company or any of its subsidiaries or any\ntender offer or exchange offer that if consummated would result in any person or\n'group' (as defined under Section 13(d) of the Exchange Act and the rules and\nregulations thereunder) beneficially owning 10% or more of the total outstanding\nvoting securities of the Company or any of its subsidiaries or any merger,\nconsolidation, business combination or similar transaction involving the\nCompany; (B) any sale, lease (other than in the ordinary course of business),\nexchange, transfer, license (other than in the ordinary course of business),\nacquisition or disposition of more than 10% of the assets of the Company; or (C)\nany liquidation or dissolution of the Company.\n\n                  (b) Parent may deliver to the Company a written notice (an\n'EXERCISE NOTICE') specifying that it wishes to exercise and close a purchase of\nOption Shares at any time following the occurrence of an Exercise Event and\nspecifying the total number of Option Shares it wishes to acquire. Unless such\nExercise Notice is withdrawn by Parent, the closing of a purchase of Option\nShares (a 'CLOSING') specified in such Exercise Notice shall take place at the\nprincipal offices of the Company upon such date prior to the termination of the\nOption as may be designated by Parent in writing.\n\n                  (c) The Option shall terminate upon the earliest to occur of\n(i) the Effective Time (as such term is defined in the Merger Agreement), (ii)\ntermination of the Merger Agreement pursuant to any of Section 7.1(a), 7.1(c),\n7.1(d) or 7.1(g) thereof, (iii) termination of the Merger Agreement pursuant to\neither of Section 7.1(b) or 7.1(e) thereof if prior thereto no Exercise Event\nshall have occurred, or (ii) 18 months following the termination of the Merger\nAgreement under any other circumstances; provided, however, that if the Option\nis exercisable but cannot be exercised by reason of any applicable government\norder or because the waiting period related to the issuance of the Option Shares\nunder the HSR Act (as such term is defined in the Merger Agreement) shall not\nhave expired or been terminated, or because any other condition to closing has\nnot been satisfied, then the Option shall not terminate until the tenth business\nday after such impediment to exercise shall have been removed or shall have\nbecome final and not subject to appeal.\n\n                  (d) If Parent receives proceeds in connection with any sales\nor other dispositions of Option Shares or this Option (including by selling\nOption Shares to the Company pursuant to \n\n\n\n\nSection 6(a) hereof), plus any dividends (or equivalent distributions under\nSection 7(a) hereof) received by Parent declared on Option Shares, of more than\nthe sum of (x) $35 million plus (y) the Exercise Price multiplied by the number\nof Company Shares purchased by Parent pursuant to the Option, then all proceeds\nto Parent in excess of such sum shall be promptly remitted in cash by Parent to\nthe Company.\n\n         3.       CONDITIONS TO CLOSING\n\n         The obligation of the Company to issue Option Shares to Parent\nhereunder is subject to the conditions that (a) any waiting period under the HSR\nAct applicable to the issuance of the Option Shares hereunder shall have expired\nor been terminated; (b) all material consents, approvals, orders or\nauthorizations of, or registrations, declarations or filings with, any Federal,\nstate or local administrative agency or commission or other Federal state or\nlocal governmental authority or instrumentality, if any, required in connection\nwith the issuance of the Option Shares hereunder shall have been obtained or\nmade, as the case may be; and (c) no preliminary or permanent injunction or\nother order by any court of competent jurisdiction prohibiting or otherwise\nrestraining such issuance shall be in effect. It is understood and agreed that\nat any time during which Parent shall be entitled to deliver to the Company an\nExercise Notice, the parties will use their respective reasonable efforts to\nsatisfy all conditions to Closing, so that a Closing may take place as promptly\nas practicable.\n\n         4.       CLOSING\n\n         At any Closing, (a) the Company shall deliver to Parent a single\ncertificate in definitive form representing the number of Company Shares\ndesignated by Parent in its Exercise Notice consistent with this Agreement, such\ncertificate to be registered in the name of Parent and to bear the legend set\nforth in Section 9 hereof, against delivery of (b) payment by Parent to the\nCompany of the aggregate purchase price for the Company Shares so designated and\nbeing purchased by delivery of a certified check or bank check in immediately\navailable funds.\n\n         5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n         The Company represents and warrants to Parent that (a) the Company is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware and has the corporate power and authority to enter into\nthis Agreement and to carry out its obligations hereunder; (b) the execution and\ndelivery of this Agreement by the Company and consummation by the Company of the\ntransactions contemplated hereby have been duly authorized by all necessary\ncorporate action on the part of the Company and no other corporate proceedings\non the part of the Company are necessary to authorize this Agreement or any of\nthe transactions contemplated hereby; (c) this Agreement has been duly executed\nand delivered by the Company and constitutes a legal, valid and binding\nobligation of the Company and, assuming this Agreement constitutes a legal,\nvalid and binding obligation of Parent, is enforceable against the Company in\naccordance with its terms, except as enforceability may be limited by principles\nof public policy, bankruptcy and by rules of \n\n\n\n\nlaw governing specific performance, injunctive relief and other equitable\nremedies; (d) except for any filings, authorizations, approvals or orders\nrequired under the HSR Act and the filing of a notice on Form 25102(f) pursuant\nto the California Corporate Securities Rules and Regulations, the Company has\ntaken all necessary corporate and other action to authorize and reserve for\nissuance and to permit it to issue upon exercise of the Option, and at all times\nfrom the date hereof until the termination of the Option will have reserved for\nissuance, a sufficient number of unissued Company Shares for Parent to exercise\nthe Option in full and will take all necessary corporate or other action to\nauthorize and reserve for issuance all additional Company Shares or other\nsecurities which may be issuable pursuant to Section 7(a) upon exercise of the\nOption, all of which, upon their issuance and delivery in accordance with the\nterms of this Agreement and payment therefor by Parent, will be validly issued,\nfully paid and nonassessable; (e) upon delivery of the Company Shares and any\nother securities to Parent upon exercise of the Option, Parent will acquire such\nCompany Shares or other securities free and clear of all material claims, liens,\ncharges, encumbrances and security interests of any kind or nature whatsoever,\nexcluding those imposed by Parent; (f) the execution and delivery of this\nAgreement by the Company do not, and the performance of this Agreement by the\nCompany will not, (i) violate the Certificate of Incorporation or Bylaws of the\nCompany, (ii) conflict with or violate any order applicable to the Company or\nany of its subsidiaries or by which they or any of their material property is\nbound or affected or (iii) result in any breach of or constitute a default (or\nan event which with notice or lapse of time or both would become a default)\nunder, or give rise to any right of termination, amendment, acceleration or\ncancellation of, or result in the creation of a material lien or encumbrance on\nany material property or assets of the Company or any of its subsidiaries\npursuant to, any material contract or agreement to which the Company or any of\nits subsidiaries is a party or by which the Company or any of its subsidiaries\nor any of their material property is bound or affected; and (g) the execution\nand delivery of this Agreement by the Company does not, and the performance of\nthis Agreement by the Company will not, require any consent, approval,\nauthorization or permit of, or filing with, or notification to, any Governmental\nEntity (as such term is defined in the Merger Agreement) except pursuant to the\nHSR Act.\n\n         6.       REGISTRATION RIGHTS\n\n                  (a) Following the termination of the Merger Agreement, Parent\n(sometimes referred to herein as the 'HOLDER') may by written notice (sometimes\nreferred to herein as the 'REGISTRATION NOTICE') to the Company (the\n'REGISTRANT') request the Registrant to register under the Securities Act all or\nany part of the shares acquired by the Holder pursuant to this Agreement (such\nshares requested to be registered the 'REGISTRABLE SECURITIES') in order to\npermit the sale or other disposition of such shares pursuant to a bona fide firm\ncommitment underwritten public offering in which the Holder and the underwriters\nshall effect as wide a distribution of such Registrable Securities as is\nreasonably practicable and shall use reasonable efforts to prevent any person or\ngroup from purchasing through such offering shares representing more than 1% of\nthe outstanding shares of Common Stock of the Registrant on a fully diluted\nbasis (a 'PERMITTED OFFERING'); provided, however, that any such Registration\nNotice must relate to a number of shares equal to at least 2% of the outstanding\nshares of Common Stock of the Registrant on a fully diluted basis and that any\nrights to require registration hereunder shall terminate with respect to any\nshares \n\n\n\n\nthat may be sold pursuant to Rule 144(k) under the Securities Act or at such\ntime as all of the Registrable Securities may be sold in any three month period\npursuant to Rule 144 under the Securities Act. The Registration Notice shall\ninclude a certificate executed by the Holder and its proposed managing\nunderwriter, which underwriter shall be an investment banking firm of\ninternationally recognized standing reasonably acceptable to the Company (the\n'MANAGER'), stating that (i) the Holder and the Manager have a good faith\nintention to commence a Permitted Offering and (ii) the Manager in good faith\nbelieves that, based on the then prevailing market conditions, it will be able\nto sell the Registrable Securities at a per share price equal to at least 80% of\nthe per share average of the closing sale prices of the Registrant's Common\nStock on the Nasdaq National Market for the twenty trading days immediately\npreceding the date of the Registration Notice. The Registrant shall thereupon\nhave the option exercisable by written notice delivered to the Holder within\nfive business days after the receipt of the Registration Notice, irrevocably to\nagree to purchase all (but not less than all) of the Registrable Securities for\ncash at a price (the 'OPTION PRICE') equal to the product of (i) the number of\nRegistrable Securities so purchased and (ii) the per share average of the\nclosing sale prices of the Registrant's Common Stock on the Nasdaq National\nMarket for the twenty trading days immediately preceding the date of the\nRegistration Notice. Any such purchase of Registrable Securities by the\nRegistrant hereunder shall take place at a closing to be held at the principal\nexecutive offices of the Registrant or its counsel at any reasonable date and\ntime designated by the Registrant in such notice within 10 business days after\ndelivery of such notice. The payment for the shares to be purchased shall be\nmade by delivery at the time of such closing of the Option Price in immediately\navailable funds.\n\n                  (b) If the Registrant does not elect to exercise its option to\npurchase pursuant to Section 6(a) with respect to all Registrable Securities,\nthe Registrant shall use all reasonable efforts to effect, as promptly as\npracticable, the registration under the Securities Act of the Registrable\nSecurities requested to be registered in the Registration Notice; provided,\nhowever, that (i) the Holder shall not be entitled to more than an aggregate of\ntwo effective registration statements hereunder, provided however, that if the\nRegistrant withdraws a filed registration statement at the request of the Holder\n(other than as the result of a material change in the Registrant's business or\nthe Holder's learning of new material information concerning the Registrant),\nthen such filing shall be deemed to have been an effective registration for\npurposes of this clause (i), (ii) the Registrant will not be required to file\nany such registration statement during any period of time (not to exceed 45 days\nafter a Registration Notice in the case of clause (A) below or 90 days after a\nRegistration Notice in the case of clauses (B) and (C) below) when (A) the\nRegistrant is in possession of material non-public information which it\nreasonably believes would be detrimental to be disclosed at such time and such\ninformation would have to be disclosed if a registration statement were filed at\nthat time; (B) the Registrant is required under the Securities Act to include\naudited financial statements for any period in such registration statement and\nsuch financial statements are not yet available for inclusion in such\nregistration statement; or (C) the Registrant determines, in its reasonable\njudgment, that such registration would interfere with any financing, acquisition\nor other material transaction involving the Registrant and (iii) the Registrant\nwill not be required to maintain the effectiveness of any such registration\nstatement for a period greater than 60 days. If consummation of the sale of any\nRegistrable Securities pursuant to a registration hereunder does not occur\nwithin 180 days after the\n\n\n\n\nfiling with the SEC of the initial registration statement therefor, the\nprovisions of this Section 6 shall again be applicable to any proposed\nregistration. The Registrant shall use all reasonable efforts to cause any\nRegistrable Securities registered pursuant to this Section 6 to be qualified for\nsale under the securities or blue sky laws of such jurisdictions as the Holder\nmay reasonably request and shall continue such registration or qualification in\neffect in such jurisdictions until the Holder has sold or otherwise disposed of\nall of the securities subject to the registration statement; provided, however,\nthat the Registrant shall not be required to qualify to do business in, or\nconsent to general service of process in, any jurisdiction by reason of this\nprovision.\n\n                  (c) The registration rights set forth in this Section 6 are\nsubject to the condition that the Holder shall provide the Registrant with such\ninformation with respect to the Holder's Registrable Securities, the plan for\ndistribution thereof, and such other information with respect to the Holder as,\nin the reasonable judgment of counsel for the Registrant, is necessary to enable\nthe Registrant to include in a registration statement all material facts\nrequired to be disclosed with respect to a registration thereunder, including\nthe identity of the Holder and the Holder's plan of distribution.\n\n                  (d) A registration effected under this Section 6 shall be\neffected at the Registrant's expense, except for underwriting discounts and\ncommissions and the fees and expenses of counsel to the Holder, and the\nRegistrant shall use all reasonable efforts to provide to the underwriters such\ndocumentation (including certificates, opinions of counsel and 'comfort' letters\nfrom auditors) as are customary in connection with underwritten public offerings\nand as such underwriters may reasonably require. In connection with any\nregistration, the Holder and the Registrant agree to enter into an underwriting\nagreement reasonably acceptable to each such party, in form and substance\ncustomary for transactions of this type with the underwriters participating in\nsuch offering.\n\n                  (e)      Indemnification\n\n                           (i) The Registrant will indemnify the Holder, each of\nits directors and officers and each person who controls the Holder within the\nmeaning of Section 15 of the Securities Act, and each underwriter of the\nRegistrant's securities, with respect to any registration, qualification or\ncompliance which has been effected pursuant to this Agreement, against all\nexpenses, claims, losses, damages or liabilities (or actions in respect\nthereof), including any of the foregoing incurred in settlement of any\nlitigation, commenced or threatened, arising out of or based on any untrue\nstatement (or alleged untrue statement) of a material fact contained in any\nregistration statement, prospectus, offering circular or other document, or any\namendment or supplement thereto, incident to any such registration,\nqualification or compliance, or based on any omission (or alleged omission) to\nstate therein a material fact required to be stated therein or necessary to make\nthe statements therein, in light of the circumstances in which they were made,\nnot misleading, or any violation by the Registrant of any rule or regulation\npromulgated under the Securities Act applicable to the Registrant in connection\nwith any such registration, qualification or compliance, and the Registrant will\nreimburse the Holder and, each of its directors and officers and each person who\ncontrols the Holder within the meaning of Section 15 of the Securities Act,\n\n\n\n\nand each underwriter for any legal and any other expenses reasonably incurred in\nconnection with investigating, preparing or defending any such claim, loss,\ndamage, liability or action, provided that the Registrant will not be liable in\nany such case to the extent that any such claim, loss, damage, liability or\nexpense arises out of or is based on any untrue statement or omission or alleged\nuntrue statement or omission, made in reliance upon and in conformity with\nwritten information furnished to the Registrant by the Holder or director or\nofficer or controlling person or underwriter seeking indemnification, provided,\nhowever, that the indemnity agreement contained in this subsection 6(e)(i) shall\nnot apply to amounts paid in settlement of any such loss, claim, damage,\nliability or action if such settlement is effected without the consent of the\nRegistrant, which consent shall not be unreasonably withheld.\n\n                           (ii) The Holder will indemnify the Registrant, each\nof its directors and officers and each underwriter of the Registrant's\nsecurities covered by such registration statement and each person who controls\nthe Registrant within the meaning of Section 15 of the Securities Act, against\nall claims, losses, damages and liabilities (or actions in respect thereof),\nincluding any of the foregoing incurred in settlement of any litigation,\ncommenced or threatened, arising out of or based on any untrue statement (or\nalleged untrue statement) of a material fact contained in any such registration\nstatement, prospectus, offering circular or other document, or any omission (or\nalleged omission) to state therein a material fact required to be stated therein\nor necessary to make the statements therein not misleading, or any violation by\nthe Holder of any rule or regulation promulgated under the Securities Act\napplicable to the Holder in connection with any such registration, qualification\nor compliance, and will reimburse the Registrant, such directors, officers or\ncontrol persons or underwriters for any legal or any other expenses reasonably\nincurred in connection with investigating, preparing or defending any such\nclaim, loss, damage, liability or action, in each case to the extent, but only\nto the extent, that such untrue statement (or alleged untrue statement) or\nomission (or alleged omission) is made in such registration statement,\nprospectus, offering circular or other document in reliance upon and in\nconformity with written information furnished to the Registrant by the Holder\nexpressly for use therein, provided that in no event shall any indemnity under\nthis Section 6(e) exceed the gross proceeds of the offering received by the\nHolder and provided further that the indemnity agreement contained in this\nsubsection 6(e)(ii) shall not apply to amounts paid in settlement of any such\nloss, claim, damage, liability or action if such settlement is effected without\nthe consent of the Holder, which consent shall not be unreasonably withheld.\n\n                           (iii) Each party entitled to indemnification under\nthis Section 6(e) (the 'INDEMNIFIED PARTY') shall give notice to the party\nrequired to provide indemnification (the 'INDEMNIFYING PARTY') promptly after\nsuch Indemnified Party has actual knowledge of any claim as to which indemnity\nmay be sought, and shall permit the Indemnifying Party to assume the defense of\nany such claim or any litigation resulting therefrom, provided that counsel for\nthe Indemnifying Party, who shall conduct the defense of such claim or\nlitigation, shall be approved by the Indemnified Party (whose approval shall not\nunreasonably be withheld), and the Indemnified Party may participate in such\ndefense at such party's expense; provided, however, that the Indemnifying Party\nshall pay such expense if representation of the Indemnified Party by\n\n\n\n\ncounsel retained by the Indemnifying Party would be inappropriate due to actual\nor potential differing interests between the Indemnified Party and any other\nparty represented by such counsel in such proceeding, and provided further that\nthe failure of any Indemnified Party to give notice as provided herein shall not\nrelieve the Indemnifying Party of its obligations under this Section 6(e) unless\nthe failure to give such notice is materially prejudicial to an Indemnifying\nParty's ability to defend such action. No Indemnifying Party, in the defense of\nany such claim or litigation shall, except with the consent of each Indemnified\nParty, consent to entry of any judgment or enter into any settlement which does\nnot include as an unconditional term thereof the giving by the claimant or\nplaintiff to such Indemnified Party of a release from all liability in respect\nto such claim or litigation. No Indemnifying Party shall be required to\nindemnify any Indemnified Party with respect to any settlement entered into\nwithout such Indemnifying Party's prior consent (which shall not be unreasonably\nwithheld).\n\n         7.       ADJUSTMENT UPON CHANGES IN CAPITALIZATION; RIGHTS PLANS\n\n                  (a) In the event of any change in the Company Shares by reason\nof stock dividends, stock splits, reverse stock splits, mergers (other than the\nMerger), recapitalizations, combinations, exchanges of shares and the like, the\ntype and number of shares or securities subject to the Option and the Exercise\nPrice shall be adjusted appropriately, and proper provision shall be made in the\nagreements governing such transaction so that Parent shall receive, upon\nexercise of the Option, the number and class of shares or other securities or\nproperty that Parent would have received in respect of the Company Shares if the\nOption had been exercised immediately prior to such event or the record date\ntherefor, as applicable.\n\n                  (b) Prior to such time as the Option is terminated, and at any\ntime after the Option is exercised (in whole or in part, if at all), the Company\nshall not amend (nor permit the amendment of) its Rights Agreement nor adopt\n(nor permit the adoption of) a new stockholders rights plan that contains\nprovisions for the distribution or exercise of rights thereunder as a result of\nParent or any affiliate or transferee being the beneficial owner of shares of\nthe Company by virtue of the Option being exercisable or having been exercised\n(or as a result of beneficially owning shares issuable in respect of any Option\nShares).\n\n         8.       RESTRICTIVE LEGENDS\n\n         Each certificate representing Option Shares issued to Parent hereunder\nshall include a legend in substantially the following form:\n\n         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED\n         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR\n         SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS\n         AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS\n         ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED\n\n\n\n\n         AS OF JANUARY 19, 1999, A COPY OF WHICH MAY BE OBTAINED FROM THE\n         ISSUER.\n\n         9.       LISTING AND HSR FILING\n\n         The Company, upon the request of Parent, shall promptly file an\napplication to list the Company Shares to be acquired upon exercise of the\nOption for quotation on the Nasdaq National Market and shall use its reasonable\nefforts to obtain approval of such listing as soon as practicable. Promptly\nafter the date hereof, each of the parties hereto shall promptly file with the\nFederal Trade Commission and the Antitrust Division of the United States\nDepartment of Justice all required premerger notification and report forms and\nother documents and exhibits required to be filed under the HSR Act to permit\nthe acquisition of the Company Shares subject to the Option at the earliest\npossible date.\n\n         10.      BINDING EFFECT\n\n         This Agreement shall be binding upon and inure to the benefit of the\nparties hereto and their respective successors and permitted assigns. Nothing\ncontained in this Agreement, express or implied, is intended to confer upon any\nperson other than the parties hereto and their respective successors and\npermitted assigns any rights or remedies of any nature whatsoever by reason of\nthis Agreement. Certificates representing shares sold in a registered public\noffering pursuant to Section 6 shall not be required to bear the legend set\nforth in Section 8.\n\n         11.      SPECIFIC PERFORMANCE\n\n         The parties recognize and agree that if for any reason any of the\nprovisions of this Agreement are not performed in accordance with their specific\nterms or are otherwise breached, immediate and irreparable harm or injury would\nbe caused for which money damages would not be an adequate remedy. Accordingly,\neach party agrees that in addition to other remedies the other party shall be\nentitled to an injunction restraining any violation or threatened violation of\nthe provisions of this Agreement. In the event that any action shall be brought\nin equity to enforce the provisions of the Agreement, neither party will allege,\nand each party hereby waives the defense, that there is an adequate remedy at\nlaw.\n\n         12.      ENTIRE AGREEMENT\n\n         This Agreement and the Merger Agreement (including the appendices and\nexhibits thereto) constitute the entire agreement between the parties with\nrespect to the subject matter hereof and supersede all other prior agreements\nand understandings, both written and oral, between the parties with respect to\nthe subject matter hereof.\n\n         13.      FURTHER ASSURANCES\n\n\n\n\n         Each party will execute and deliver all such further documents and\ninstruments and take all such further action as may be necessary in order to\nconsummate the transactions contemplated hereby.\n\n         14.      VALIDITY\n\n         The invalidity or unenforceability of any provision of this Agreement\nshall not affect the validity or enforceability of the other provisions of this\nAgreement, which shall remain in full force and effect. In the event any\nGovernmental Entity of competent jurisdiction holds any provision of this\nAgreement to be null, void or unenforceable, the parties hereto shall negotiate\nin good faith and shall execute and deliver an amendment to this Agreement in\norder, as nearly as possible, to effectuate, to the extent permitted by law, the\nintent of the parties hereto with respect to such provision.\n\n         15.      NOTICES\n\n         All notices and other communications hereunder shall be in writing and\nshall be deemed given if delivered personally or by commercial delivery service,\nor sent via telecopy (receipt confirmed) to the parties at the following\naddresses or telecopy numbers (or at such other address or telecopy numbers for\na party as shall be specified by like notice):\n\n                  (a)      if to the Company, to:\n\n                           Excite, Inc.\n                           555 Broadway\n                           Redwood City, California  94063\n                           Telephone:  (650) 568-6000\n                           Facsimile:  (650) 568-6030\n                           Attn:  President and Executive Officer\n\n                           with a copy to:\n\n                           Fenwick &amp; West LLP\n                           Two Palo Alto Square\n                           Palo Alto, California  94306\n                           Telephone:  (650) 494-0600\n                           Facsimile:  (650) 494-1417\n                           Attn:  Mark C. Stevens\n                                  Douglas N. Cogen\n\n                  (b)      if to Parent, to:\n\n                           At Home Corporation\n                           425 Broadway Street\n\n\n\n                           Redwood City, California  94063\n                           Telephone:  (650) 569-5000\n                           Facsimile:  (650) 596-5100\n                           Attn:  President and Executive Officer\n\n                           with a copy to:\n\n                           Wilson Sonsini Goodrich &amp; Rosati\n                           650 Page Mill Road\n                           Palo Alto, CA  94304-1050\n                           Telephone:  (650) 493-9300\n                           Facsimile:  (650) 493-6811\n                           Attn:  Larry W. Sonsini\n                                  Martin W. Korman\n                                  Todd Cleary\n\n         16.      GOVERNING LAW\n\n         This Agreement shall be governed by and construed in accordance with\nthe laws of the State of Delaware applicable to agreements made and to be\nperformed entirely within such State.\n\n         17.      COUNTERPARTS\n\n         This Agreement may be executed in two counterparts, each of which shall\nbe deemed to be an original, but both of which, taken together, shall constitute\none and the same instrument.\n\n         18.      EXPENSES\n\n         Except as otherwise expressly provided herein or in the Merger\nAgreement, all costs and expenses incurred in connection with the transactions\ncontemplated by this Agreement shall be paid by the party incurring such\nexpenses.\n\n         19.      AMENDMENTS; WAIVER\n\n         This Agreement may be amended by the parties hereto and the terms and\nconditions hereof may be waived only by an instrument in writing signed on\nbehalf of each of the parties hereto, or, in the case of a waiver, by an\ninstrument signed on behalf of the party waiving compliance.\n\n         20.      ASSIGNMENT\n\n         The Company may not sell, transfer, assign or otherwise dispose of any\nof its rights or obligations under this Agreement or the Option created\nhereunder to any other person, without the express written consent of Parent.\nThe rights and obligations hereunder shall inure to the benefit of\n\n\n\n\nand be binding upon any successor of a party hereto.\n\n\n\n\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nAgreement to be executed by their respective duly authorized officers as of the\ndate first above written.\n\n\n                                        EXCITE, INC.\n\n\n                                        By: \/s\/ GEORGE BELL\n                                            ------------------------------------\n                                        Name: George Bell\n\n                                        Title: Chief Executive Officer\n\n\n\n                                        AT HOME CORPORATION\n\n\n                                        By: \/s\/ THOMAS A. JERMOLUK\n                                            ------------------------------------\n                                        Name: Thomas A. Jermoluk\n\n                                        Title: Chief Executive Officer\n\n\n\n\n                          ***STOCK OPTION AGREEMENT***\n\n\n                          ***STOCK OPTION AGREEMENT***\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782,7487],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43634","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_companies-excite-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43634","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=43634"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43634"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43634"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43634"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}