ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and between

CNET NETWORKS, INC.

and

AG.COM, INC.

Dated as of October 25, 2007

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of October 25, 2007 (the “ Agreement ”), is by and between CNET Networks, Inc., a Delaware corporation (“ Seller ”), and AG.com, Inc., a Delaware corporation (“ Buyer ”). Capitalized terms used herein shall have the meanings assigned to such terms in this Agreement.

WHEREAS, Seller operates, through its Webshots division (the “ Division ”), an online photo-sharing community (the “ Business ”);

WHEREAS, the Business heretofore has been conducted as an integrated part of Seller as the Division and not on a stand-alone basis, and it is the intention of the parties to transfer to Buyer certain assets of Seller related primarily to the Business, as described herein, and by the assumption by Buyer of the obligations and liabilities set forth herein; and

WHEREAS, pursuant to the terms and conditions of this Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined below) for consideration that includes the assumption by Buyer of certain obligations and liabilities, all more fully described herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions

For all purposes of this Agreement, the exhibits and the Disclosure Schedules, except as otherwise expressly provided, the following definitions shall apply:

The term “ Affiliate ” of, or a person “ Affiliated ” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

“ Additional Claim ” has the meaning set forth in Schedule 1.1(A) .

“ Agreement ” has the meaning set forth in the Preamble to this Agreement.

“ Acquired Business ” has the meaning set forth in Section 5.5(a).

“ Ancillary Agreements ” means the Transition Services Agreement.

“ Applicable Law ” means all applicable provisions of all (i) policies, industry standards, (ii) constitutions, treaties, statutes, laws (including, but not limited to, the common law), rules, regulations, ordinances, codes and orders of any Governmental Authority and (iii) orders, decisions, injunctions, judgments, awards and decrees or consents of and agreements with any Governmental Authority.

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“ Applicable Period ” means the period beginning on August 2, 2004 and ending on the Closing Date.

“ Assets ” has the meaning set forth in Section 2.1(a).

“ Asset Allocation ” has the meaning set forth in Section 2.4.

“ Assumed Liabilities ” has the meaning set forth in Section 2.2(b).

“ Basket Amount ” has the meaning set forth in Schedule 1.1(D) .

“ Bill of Sale ” has the meaning set forth in Section 2.1(b).

“ Business ” has the meaning set forth in the Recital to this Agreement.

The term “ business day ” shall mean any day, other than Saturday, Sunday or any other day on which banks are not required or authorized to close in New York City.

“ Buyer ” has the meaning set forth in the Recitals.

“ Buyer Damages ” has the meaning set forth in Section 7.2(a).

“ Buyer Indemnitees ” has the meaning set forth in Section 7.2(a).

“ Cap ” has the meaning set forth in Schedule 1.1(E) .

“ Cases ” has the meaning set forth in Section 3.7.

“ Change of Control ” has the meaning set forth in Section 5.5.

“ Closing ” has the meaning set forth in Section 2.3.

“ Closing Date ” has the meaning set forth in Section 2.3.

“ Co-Ownership Agreement ” has the meaning set forth in Section 6.1(e).

“ Code ” means the Internal Revenue Code of 1986.

“ Confidentiality Agreement ” has the meaning set forth in Section 5.1(d).

“ Contract ” means any written contract or any other legally binding agreement, commitment or undertaking, including any insertion orders.

“ Copyrights ” means any work of authorship, published or unpublished (in digital or print media), and any United States or foreign copyrights, and registrations thereof and applications therefor, including all renewals and extensions thereof and rights corresponding thereto in both published and unpublished works throughout the world, used by Seller primarily in connection with the conduct of the Business.

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“ Custom Software ” means any Software developed by or for Seller.

“ Database ” means any data and other information recorded, stored, transmitted and retrieved in electronic form, and which is used, developed, sold, distributed or marketed by Seller primarily in the conduct of the Business.

“ Disclosure Schedules ” has the meaning set forth in Article III.

“ Division ” has the meaning set forth in the Recital to this Agreement.

“ Embedded Control ” means any microprocessor, microcontroller, smart instrumentation or other sensor, driver, monitor, robotic or other device containing a semiconductor, memory circuit, BIOS, PROM or other microchip, and which is used, developed, sold, distributed or marketed by Seller primarily in the conduct of the Business.

“ Employee Payments ” has the meaning set forth in Section 5.8.

“ Excluded Assets ” has the meaning set forth in Section 2.1(c).

“ Excluded Liabilities ” has the meaning set forth in Section 2.2(c).

“ Governmental Authority ” means any government, governmental, regulatory or administrative authority, agency, commission or department or any court or judicial body, whether federal, national, supranational, state, provincial, or local.

“ Hardware ” means any mainframe, midrange computer, server, switch or any component of any of the foregoing, which is used, developed, sold, distributed or marketed by Seller primarily in the conduct of the Business.

“ Indemnity Period ” has the meaning set forth in Section 7.1.

“ Instrument of Assumption ” has the meaning set forth in Section 2.2(b).

“ Intellectual Property Rights ” has the meaning set forth in Section 2.1(a)(v).

“ Inventions ” means any idea, design, concept, technique, methodology, process, invention, discovery, or improvement, whether or not patentable, any invention disclosures or similar disclosures of any of the foregoing, and any shop rights in any of the foregoing, used by Seller primarily in connection with the conduct of the Business.

“ IT Assets ” means any Software, Hardware, Database, or Embedded Control.

“ IT Business Assets ” means any IT Assets used by Seller primarily in the Business other than IT Development and Delivery Assets.

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“ IT Development and Delivery Assets ” means any IT Assets used by Seller to develop IT Products or deliver services to customers in the course of the Business.

“ IT Products ” means any IT Assets sold, distributed, or marketed, or developed or acquired for sale, distribution or marketing with respect to the Business, to customers of the Business.

“ IT Services ” means any service relating to information technology in any form, including without limitation, information technology design, development, implementation, consulting, training, support, maintenance, hosting, subscription, and application service provider services related primarily to the Business.

“ IP Rep ” has the meaning set forth in the Section 7.1.

“ knowledge ” means the actual knowledge of Sam Parker, Andrew Sherman, Gokhan Kutlu, Amy McDonough and Mitzi Chang.

“ Liabilities ” means obligations or liabilities, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, whether due or to become due and regardless of when or by whom asserted.

“ Licenses ” has the meaning set forth in Section 6.1(d).

“ Lien ” means any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind.

“ Mask Works ” means any mask works, whether commercially exploited or not, and any United States or foreign registrations for a claim of protection therein and applications therefor, including all rights corresponding thereto in mask works, whether commercially exploited or not, throughout the world, used by Seller primarily in connection with the conduct of its business of any nature whatsoever.

“ Material Adverse Effect ” means any change, event or effect that is materially adverse to the assets, condition, liabilities or results of operations of the Business taken as a whole, other than any change, event or effect to the extent arising from or relating primarily to (1) the United States or the global economy or securities markets in general, (2) any change in financial condition or results of operation of the Business resulting from the announcement of the execution of this Agreement, (3) actions taken pursuant to the obligations of the parties expressly set forth in this Agreement, (4) the industry in which the Business operates generally (and which is not specific to the Business and which does not affect the Business disproportionately as compared to other companies that compete with the Business), or (5) any change in law, rule or regulation applicable to either Seller or Buyer.

“ Maximum Cap ” has the meaning set forth in Schedule 1.1(F) .

“ Off-the-Shelf Software ” means any pre-packaged or otherwise standardized computer software product marketed and available to the general public through standardized license agreements (such as click-through or shrink-wrap licenses, or through ASP service agreements), and excluding, by way of example and without limitation, software developed for a particular customer.

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“ Other Instruments ” has the meaning set forth in Section 2.1(b).

“ Patents ” means any United States or foreign patents, together with any extensions, reexaminations and reissues of such patents, patents of addition, patent applications, divisions, continuations, continuations-in-part, and any subsequent filings in any country or jurisdiction claiming priority therefrom, used by Seller primarily in connection with the conduct of the Business.

“ Patent Application ” has the meaning set forth in Section 2.1(c).

“ Permitted Encumbrances ” means (i) Liens for Taxes and other governmental charges which are not yet past due or are being contested in good faith, (ii) landlord’s Liens, whether arising by statute or contract or under common law, securing the payment of rent under real property leases for property at which the Assets are located that are not yet delinquent or rent which is being contested, and (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business provided no such Lien, individually or in the aggregate, materially impairs the value of or continued use and operation of any Asset to which it relates or the conduct of the Business as presently conducted, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business.

The term “ person ” means and includes an individual, a partnership, a limited liability company, an association, a group, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof or any other entity.

“ Prohibited Business ” has the meaning set forth in Section 5.5(a).

“ Purchased Contracts ” has the meaning set forth in Section 2.1(a)(vi).

“ Purchase Price ” has the meaning set forth in Section 2.2(a).

“ Purchase Price Allocation ” has the meaning set forth in Section 2.4.

“ Reimbursement Amount ” has the meaning set forth in Schedule 1.1(B) .

“ Retained Claim Liability ” shall mean any Liability arising from the Additional Claim for damages attributable to the operations of the Business prior to the Closing.

“ Retained Specified Liability ” shall mean any Liability arising from the Specified Lawsuit for damages attributable to the operations of the Business prior to the Closing.

“ Seller ” has the meaning set forth in the Preamble to this Agreement.

“ Seller Damages ” has the meaning set forth in Section 7.3(a).

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“ Software ” means any computer software products, in object code and source code form (to the extent Seller possesses or controls such source code), which are used, developed, sold, distributed or marketed by Seller, other than Off-the-Shelf Software, that is used by Seller primarily in the conduct of the Business, including all such software comprising operating systems, applications software, firmware, middleware, development tools, Internet software, and any and all documentation in print or digital form related to any of the foregoing, including programming manuals, user manuals, technical support manuals or instructions, and source code comments.

“ Specified Lawsuit ” has the meaning set forth in Schedule 1.1(C) .

“ Tangible Assets ” has the meaning set forth in Section 2.1(a)(i).

“ Tax ” or “ Taxes ” means all taxes, levies, charges or governmental fees including, without limitation, income, corporation, gross receipts, transfer, excise, property, sales, use, value-added, goods and services, license, payroll, withholding, social security and franchise or other governmental taxes or charges, imposed by the United States or any state, county, local or foreign government, in each case relating to the Business, and such term shall include any interest, penalties or so-called additions to tax attributable thereto.

“ Tax Return ” means any report, return (including any information return) or statement required to be supplied to a taxing authority in connection with Taxes including, without limitation, any amendments thereto.

“ Trademark Assignment ” has the meaning set forth in Section 2.1(b).

“ Trademarks ” means any unregistered trademarks and service marks in the United States or foreign jurisdictions or multinational trademark authorities; any trademarks or service marks registered in the United States or foreign jurisdictions or multinational trademark authorities and any applications therefor; any trade names, brand names, product identifiers, certification marks, logos, trade dress, and Internet domain names, and any registration thereof or application therefor in the United States or foreign jurisdictions, including any extension, modification or renewal of any such registration or application, and all goodwill associated with all of the foregoing throughout the world, used by Seller primarily in connection with the conduct of the Business.

“ Trade Secrets ” means any know-how, formulae, specifications, technical information, data, process, technology, plans, drawings (including engineering and CAD drawings), research and development, proprietary information, blueprints, and all documentation related to any of the foregoing, in each instance that is maintained as confidential, except in each instance for any such item that is generally available to the public as of the date hereof, used by Seller primarily in connection with the conduct of the Business.

“ Transfer Taxes ” has the meaning set forth in Section 2.5.

“ Transition Services Agreement ” has the meaning set forth in Section 6.1(f).

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ARTICLE II

TRANSFER OF ASSETS, ASSUMED LIABILITIES

Section 2.1 Assets

(a) Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 2.3, Seller will sell, convey, assign, transfer and deliver (or in the case of open source Software, distribute), or will cause to be sold, conveyed, assigned, transferred and delivered (or in the case of open source Software, distributed) to Buyer all of Seller’s right, title and interest in and to the assets (other than the Excluded Assets) listed below that are owned or leased directly or indirectly by Seller or an Affiliate of Seller on the Closing Date and used primarily in connection with the conduct of the Business (collectively, the “ Assets ”), free and clear of any Liens, except for Permitted Encumbrances:

(i) all of Seller’s or any Affiliate of Seller’s right, title and interest in and to the tangible assets owned or leased by Seller or such Affiliate listed on Schedule 2.1(a)(i) of the Disclosure Schedules (collectively, the “ Tangible Assets ”);

(ii) a list of all customers and subscribers (whether or not paid subscribers) of the Business;

(iii) all deposits, advance payments, and prepaid items made by Seller or any Affiliate of Seller associated with the Purchased Contracts;

(iv) cash in an amount equal to any advance payments made by any customers of the Business associated with the Purchased Contracts for services to be performed after the Closing Date, but specifically excluding any such amounts associated with customer subscriptions included among the Purchased Contracts;

(v) all (A) Patents, Inventions, Copyrights (including Software), Mask Works, Trademarks, Trade Secrets, and Databases; in each case, owned (and in the case of Copyrights, open source Software licensed by Seller or an Affiliate of Seller) and used primarily in the Business by Seller, including without limitation, those listed on Schedule 2.1(a)(v) of the Disclosure Schedules, and as to such items owned by Seller the right to sue for past infringement, misappropriation, or improper, unlawful or unfair use of any of the foregoing (all of the foregoing being collectively hereinafter referred to as “ Intellectual Property Rights ”), and (B) all documentation regarding the foregoing;

(vi) all rights in Contracts that relate primarily to the Business and that are listed on Schedule 3.9(b) of the Disclosure Schedules (the “ Purchased Contracts ”); and

(vii) copies of all books and records to the extent relating primarily to the Business (including, without limitation, all product requirements documentation and technical specification documentation, all files related to Intellectual Property Rights and documentation for Software in tangible media, in each case to the extent related primarily to the Business).

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(b) Such sale, conveyance, assignment, transfer and delivery will be effected by delivery by Seller to Buyer of (i) a duly executed bill of sale (the “ Bill of Sale ”) substantially in the form of Exhibit A attached hereto, (ii) duly executed instruments of assignment assigning Seller’s interest in the Trademarks, substantially in the form of Exhibit B attached hereto (the “ Trademark Assignment ”), and (iii) such other good and sufficient instruments of conveyance, transfer and assignment, as shall be reasonably necessary to vest in Buyer good and valid title to the other Assets (collectively, the “ Other Instruments ”), free and clear of all Liens, except for Permitted Encumbrances; provided , however , that such instruments shall not require Seller or its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement.

(c) Anything contained in Section 1.1(a) to the contrary notwithstanding, the term “Assets” shall not include any assets of Seller or any of its Affiliates whether or not relating to the conduct of the Business that are not specifically included in the Assets (each and all such items being herein referred to as the “ Excluded Assets ”). Without limiting the generality of the foregoing, the following shall constitute Excluded Assets:

(i) except as specifically set forth in Section 2.1(a)(iv), all cash, cash equivalents and securities of Seller or any of its Affiliates;

(ii) all bank and other depository accounts of Seller or any of its Affiliates;

(iii) all accounts receivable related to services rendered prior to the Closing Date;

(iv) all refunds of Taxes;

(v) all assets, whether real or personal, tangible or intangible, which are owned, used or held for use by Seller or any of its Affiliates, except those used primarily in the conduct of the Business;

(vi) any real estate owned or leased by Seller or any of its Affiliates;

(vii) all insurance policies relating to the Business, any refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies applicable to the Business, and any claims made under any such insurance policies;

(viii) any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability;

(ix) the “CNET” and “CNET Networks” names and logos;

(x) any rights to receive corporate and other services provided to the Business by Seller or any of its Affiliates;

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(xi) all rights of Seller under this Agreement or any agreement, certificate, instrument or other document executed and delivered by Seller or Buyer in connection with the transactions contemplated hereby;

(xii) U.S. Patent Application titled “Adaptable transfer and publication of digital media” (Serial No. 11/302,684) (the “ Patent Application ”); and

(xiii) any and all assets of Seller or its Affiliates not used in, by or constituting any part of, the Business.

Section 2.2 Purchase Price; Assumption of Liabilities

(a) Subject to the terms and conditions of this Agreement, in reliance on Seller’s representations, warranties and agreements contained herein, as the consideration of the sale, conveyance, assignment, transfer and delivery of the Assets, together with the assumption of the Assumed Liabilities (as defined below), Buyer shall pay or cause to be paid to Seller at the Closing by wire transfer of immediately available funds the sum of Forty Five Million Two Hundred Thousand Dollars (US $45,200,000.00) (the “ Purchase Price ”).

(b) At the Closing, Buyer will deliver to Seller an instrument of assignment and assumption substantially in the form of Exhibit C attached hereto (the “ Instrument of Assumption ”), whereby Buyer will solely and exclusively undertake, assume and agree to perform, pay, become liable for and discharge when due (without limiting any rights of indemnification in favor of Buyer Indemnitees hereunder), the Assumed Liabilities. The term “ Assumed Liabilities ” means only the following Liabilities:

(i) Liability for the deferred subscription revenue of the Business listed on Schedule 3.5 of the Disclosure Schedules;

(ii) Liabilities accruing and to be performed, after the Closing Date, under each Purchased Contract; except, in each case for such Liabilities that, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date;

(iii) all Liabilities in respect of Taxes for which Buyer is liable pursuant to Section 5.6 ;

(iv) all Liabilities in respect of any Cases (as defined in Section 3.7 ), including the Specified Lawsuit, arising out of or relating to the Intellectual Property Rights or the ownership, sale, in-licensing or out-licensing of any of the Intellectual Property Rights prior to the Closing Date, or on or after the Closing Date, other than the Retained Claim Liability and the Retained Specified Liability; and

(v) Nothing in this Section 2.2(b) shall be construed or implied to impose upon Buyer any Liabilities retained by Seller under Section 2.2(c) .

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(c) Notwithstanding anything in this Agreement to the contrary, Buyer shall not assume or have any responsibility with respect to any Excluded Liabilities. “ Excluded Liabilities ” means all Liabilities of Seller or its Affiliates except the Assumed Liabilities.

(d) Seller agrees to pay or otherwise satisfy and discharge promptly after the Closing or otherwise in accordance with their terms all Liabilities, except the Assumed Liabilities.

Section 2.3 Closing

The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place 9:00 A.M., local time, at the offices of Calfee, Halter and Griswold LLP, 800 Superior Avenue, Suite 1400, Cleveland, Ohio 44114, on October 25, 2007 or at such other time or place as to which the parties shall agree. The effective time of the Closing is sometimes referred to herein as the “ Closing Date .”

Section 2.4 Allocation of Purchase Price

The Purchase Price, as adjusted, will be allocated (the “ Purchase Price Allocation ”) by Buyer and Seller among the Assets in accordance with this Section 2.4. Within 90 days following the Closing Date, Buyer shall deliver a proposed allocation of the Purchase Price (including, for purposes of this Section 2.4, any other consideration paid to Seller, including the Assumed Liabilities) among the Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations. Seller shall have the right to review and comment on such allocation and the parties shall negotiate in good faith to resolve any differences between them (as agreed between Seller and Buyer, the “ Asset Allocation ”). Seller and Buyer (1) shall be bound by the Asset Allocation for purposes of determining any Taxes, (2) shall prepare and file all Tax Returns (including IRS Form 8594) in a manner consistent with the Asset Allocation, and (3) shall take no position inconsistent with the Asset Allocation in any Tax Return or any proceeding before any taxing authority; provided , however , that neither Seller nor Buyer shall be unreasonably impeded in its ability to settle any Tax audit, contest or other proceeding relating to the allocation of the Purchase Price.

Section 2.5 Transfer Taxes

Seller and Buyer shall each pay one half of all transfer, personal property, sales and use, value added, stamp, documentary and similar Taxes (collectively, “ Transfer Taxes ”) incurred in connection with this Agreement and the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as specifically disclosed in a separate disclosure schedule, a copy of which is being delivered to Buyer herewith (the “ Disclosure Schedules ”), Seller, solely with respect to the Business, hereby represents and warrants to Buyer as set forth below.

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Section 3.1 Organization

(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and corporate authority to own, lease and operate its properties and to carry on the Business as now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power and authority would not individually or in the aggregate have a Material Adverse Effect.

(b) Seller is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by Seller in the conduct of the Business or the nature of the Business makes such qualification necessary, except in any such jurisdictions where the failure to be duly qualified or licensed would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 3.2 Authorization

Seller has the corporate power and corporate authority to execute and deliver this Agreement and the Ancillary Agreements and consummate or cause to be consummated the transactions contemplated hereby and by the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and the Ancillary Agreements will be duly executed and delivered by Seller and this Agreement constitutes, and when executed and delivered by Seller, each of the Ancillary Agreements to which Seller is a party will constitute, a valid and binding agreement of Seller, enforceable against Seller in accordance with their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 3.3 Title to Assets

(a) Except as set forth in Schedule 3.3 of the Disclosure Schedules, Seller is the owner of, or, in the case of leased or licensed assets, has a legally sufficient right to use, the Assets, and has good and valid title to all owned Assets, and the Assets are held free and clear of all Liens except for Permitted Encumbrances.

(b) Except as set forth in Schedule 3.3 of the Disclosure Schedules, the material Tangible Assets are in good operating condition (subject to normal wear and tear). There are no outstanding or unsatisfied rights or options of any person, other than Buyer, to purchase or acquire any of the Assets.

(c) This Section 3.3 does not relate to Intellectual Property Rights, which are governed by Section 3.11.

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Section 3.4 Consents and Approvals; No Violations

(a) There are no governmental approvals or consents required for the execution, delivery or performance of this Agreement or the Ancillary Agreements or the consummation by Seller of the transactions contemplated hereby or thereby.

(b) Except as set forth in Schedule 3.4 of the Disclosure Schedules, neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation by Seller of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach or violation of any provision of the certificate of incorporation or by-laws of Seller; (ii) require Seller to file or register with, or give notice to, or obtain the authorization, consent or approval of any person (other than a governmental entity); (iii) violate, conflict with or result in a default (or any event which, with notice or lapse of time or both, would constitute a default) under, or result in any termination, cancellation or acceleration, or give rise to any such right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Purchased Contract or any other material agreement to which Seller is a party; (iv) violate any order, injunction, decree, statute, rule or regulation applicable to Seller, or any of the assets or properties of the Business, or (v) result in the creation or imposition of any Lien upon any of the Assets, excluding from the foregoing clauses (iii), (iv) and (v), such requirements, violations, conflicts, defaults, rights, Liens or violations that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. As used in this Section 3.4, references to Seller shall refer only to Seller in connection with the conduct of the Business.

Section 3.5 Financial Matters

(a) Set forth on Schedule 3.5 of this Disclosure Schedules is true, correct and complete calculation of the monthly website traffic measured by unique users (as determined by Nielsen Net Ratings) for the Business for the period between January 1, 2007 and September 30, 2007. For the period of 60 days prior to the Closing Date, no more than five percent (5%) of the monthly user traffic on the Business’s website was referred through links from Seller’s other websites (as determined by CNET Data Warehouse).

(b) Except as set forth on Schedule 3.5 of the Disclosure Schedules, Seller has not received any prepayments or deposits from customers for products to be provided, or services to be performed, in the future. Set forth on Schedule 3.5 of the Disclosure Schedules is a true, correct and complete list of the deferred revenue balance of the Business as of October 24, 2007. Seller’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2006, accurately and completely details in all material respects Seller’s revenue recognition policy. The Business complies with and has complied with the revenue recognition policy detailed in Seller’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2006 in all material respects.

(c) Seller has no outstanding liability to any former owner of the Business for the payment of any sums of money in such person’s capacity as an owner. No liability to any former owner of the Business is included among the Assumed Liabilities.

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Section 3.6 Absence of Changes

Except as identified on Schedule 3.6 of the Disclosure Schedules or as otherwise contemplated by this Agreement, since September 30, 2007, the Business has been operated in the ordinary course, consistent with past practice.

Section 3.7 Litigation

Except as set forth on Schedule 3.7 of the Disclosure Schedules, there are no actions or suits, or any administrative, arbitration or other proceedings (collectively, “ Cases ” ) pending, or, to Seller’s knowledge, threatened, against Seller, by or before any court, governmental or regulatory authority or by any third party, in each case relating to the Business. To the knowledge of Seller there is no state of facts or event which could reasonably be expected to form the basis for such a Case. There is no outstanding arbitration award, judgment, order, decree or similar restriction relating to the Business.

Section 3.8 Compliance with Applicable Law; Permits

With respect to the Business, Seller is and has been in material compliance with all Applicable Laws. Except as listed on Schedule 3.8 of the Disclosure Schedules, there have been no written allegations of or written inquiries concerning any violations of Applicable Law by the Business within the past three years. With respect to the Business, Seller holds all material permits and authorizations necessary for the conduct of the Business as historically conducted. All such permits held by Seller are listed on Schedule 3.8 of the Disclosure Schedules.

Section 3.9 Certain Contracts and Arrangements

Schedule 3.9(a) of the Disclosure Schedules sets forth any Contract described below to which Seller is a party relating primarily to the Business:

(a) any indenture, mortgage, note, installment obligation, agreement or other instrument, in each case relating to the borrowing or loaning of money in excess of $25,000, or any capital lease or the guaranty of any obligation for the borrowing of money in excess of $25,000;

(b) any material partnership, joint venture or other similar Contract;

(c) any lease;

(d) all Contracts containing covenants limiting the freedom of Seller to compete in any line of business that competes with the Business or with any person or in any geographic area or market;

(e) all other Contracts relating primarily to the Business involving amounts in excess of $25,000;

(f) any material sales representation, distribution or other similar Contract;

(g) any Contract for the purchase of supplies or materials providing for annual payments in excess of $25,000;

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(h) (i) all Contracts relating to the purchase by, lease to, license to, or escrow for the benefit of, Seller of IT Assets; (ii) all Contracts relating to the purchase by Seller of IT Services from a third party; (iii) all Contracts relating to the sale, lease, or license of IT Products by Seller to third parties, or the escrow of any IT Product for the benefit of, any of its customers; and (iv) all Contracts relating to the provision of IT Services by Seller to any of its customers, in each case in respect of clauses (i)-(iv) above, Contracts providing for annual payments in excess of $25,000 and other than any Contracts relating to open source Software or Off-the-Shelf Software or;

(i) all Contracts relating to Intellectual Property Rights (other than any Contracts otherwise described under Section 3.9(h));

(j) any Contract for the purchase of services providing for annual payments in excess of $25,000;

(k) any Contract for the sale of goods or services providing for annual payments in excess of $25,000; or

(l) any Contract (except as otherwise set forth in (a) through (k) above or on the Disclosure Schedules), entered into other than in the ordinary course of business that is material to the Business.

Except as set forth on Schedule 3.9(a) of the Disclosure Schedules, each such Contract (including any Purchased Contract) is a valid, binding and enforceable obligation of Seller and to the knowledge of Seller, of each other party thereto, enforceable against each party thereto in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Seller is not in material default under any Purchased Contract or any of the other aforesaid Contracts and, to the knowledge of Seller, no other party to any Purchased Contract or any of the other aforesaid Contracts is in material default under any such Contract. Seller has provided a true, correct and complete copy of each Purchased Contract (including all material amendments). Schedule 3.9(b) of the Disclosure Schedules sets forth a list of all the Purchased Contracts.

Section 3.10 IT Assets

(a) Schedule 3.10(a) of the Disclosure Schedules contains a complete list, sorted by category of IT Asset, of all IT Assets (other than Off-the-Shelf Software). Each of the IT Development and Delivery Assets owned by Seller, each of the IT Products owned or used by Seller, and, to the knowledge of Seller, each of the IT Business Assets owned or used by Seller and each of the IT Development and Delivery Assets used by Seller, conforms substantially to the specifications, documentation and other written material used in connection with the sale, license, distribution, marketing or use thereof, and is free of defects in programming and operation except for such non-conformities as would not materially and adversely affect the use of such IT Asset for its intended purposes.

(b) Except as to any open source Software and as set forth in Schedule 3.10(b) of the Disclosure Schedules, no other person has been granted any license, option or other right in or to any of the Software owned by Seller or granted any sublicense or other right by Seller in or to any of the Software licensed to Seller.

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(c) Seller has kept secret and has not disclosed the source codes for any of the Software (other than open source Software and any Software (e.g., HTML code and javascript code) delivered to an end-user’s browser in the ordinary course of viewing the websites of the Business) to any person.

(d) Except as set forth in Schedule 3.10(d) of the Disclosure Schedules, any Custom Software purchased by, leased by or licensed to Seller and used primarily in the Business functions as intended and is in machine-readable form, and Seller is in possession of all computer programs, documentation, materials, tapes, know-how, object and source codes and procedures relating thereto necessary for the Business.

(e) None of the IT Assets owned by Seller is jointly owned by Seller with any other person.

(f) To the knowledge of Seller, no employee of Seller has entered into any Contract with respect to the Business that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information (other than pursuant to modifications to open source Software, if any, in accordance with the terms of such open source Software) concerning his or her work to anyone other Seller.

(g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedules to the knowledge of Seller, no employee of Seller, and no contractor of Seller in the course of performing services for Seller, (i) has infringed the intellectual property, proprietary, or contractual rights of any person in the course of his or her work for or on behalf of the Business or (ii) is in default under any term of any Contract relating to any Intellectual Property Rights, or any confidentiality agreement or any other Contract or restrictive covenant relating to the Intellectual Property Rights or any IT Asset.

(h) Except for those IT Assets identified on Schedule 3.10(h)(i) , no material IT Asset contains any open source code, freeware, shareware or libraries, or other code governed by an “open source” license (including any version of the General Public License, the Lesser General Public License or other similar agreement), the use of which would restrict free and unencumbered use of the IT Asset by Seller, or would oblige Seller to distribute source code for any IT Asset, in the conduct of the Business as it is currently conducted. Except as set forth in Schedule 3.10(h)(ii) , none of the Software components listed as “open source” in Schedule 2.1(a)(v) has been modified, or distributed, prior to Closing in such a way as to trigger any obligation to disclose or distribute such Software.

(i) In the conduct of the Business as it is currently conducted, the use, handling, transfer and disclosure of any and all data and information concerning consumers of Business services or users of any web sites operated by the Business is in compliance with all applicable privacy policies,