EXECUTION VERSION ASSET PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

CNET NETWORKS, INC., as Acquirer

AND

LOOKSMART, LTD., as Company

Dated as of November 5, 2007

TABLE OF CONTENTS

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Exhibits

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made and entered into as of November 5, 2007, by and between CNET NETWORKS, INC. , a Delaware corporation (“ Acquirer ”) and LOOKSMART, LTD. , a Delaware corporation (the “ Company ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.

RECITALS:

Subject to the terms and conditions set forth herein, the Company desires to sell, convey, transfer, assign and deliver to Acquirer, and Acquirer desires to purchase and acquire from the Company, free and clear of all Liens (other than those Liens included in the Assumed Liabilities), all of the Company’s right, title and interest in and to all of the Purchased Assets (the “ Acquisition ”):

NOW, THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

PURCHASE & SALE OF PURCHASED ASSETS

1.1 Purchased Assets . Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements of the Company contained herein, at the Closing, the Company shall sell, convey, transfer, assign and deliver to Acquirer, and the Company shall cause Acquirer to purchase and acquire from the Company, free and clear of all Liens (other than those Liens included in the Assumed Liabilities), all of the Company’s right, title and interest in and to all of the following assets which the Company owns or in which the Company has any right, title or interest, other than those assets specified as Excluded Assets (collectively, the “ Purchased Assets ”):

(a) All Company Intellectual Property owned or used in connection with the conduct of the Business, including, but not limited to:

(i) All Company Registered Intellectual Property listed on Section 2.9(a) of the Disclosure Schedule;

(ii) All right, title and interest in the unregistered trademark listed on Section 1.1(a)(ii) of the Disclosure Schedule, including all goodwill associated therewith;

(iii) All trade secrets of the Company owned or used in connection with conduct of the Business, including, but not limited to, disks, designs, files, drawings, data and related documentation, and all similar property of any nature, tangible or intangible, owned or used in connection with the Company Intellectual Property; and

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(iv) all claims (including claims for past infringement or misappropriation of Company Intellectual Property) and causes of action of the Company against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Company) arising in connection with the conduct of the Business, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable) which have arisen in connection with the conduct of the Business;

(b) All rights to sue for or assert claims against and remedies against past, present or future infringements of any or all of the Company Intellectual Property owned or used in connection with the conduct of the Business and rights of priority and protection of interests therein and to retain any and all amounts therefrom;

(c) All other Assets and Properties of the Company owned or used in connection with the conduct of the Business, including, but not limited to:

(i) all inventories and work-in-progress of the Company including, but not limited to, those inventories and works-in-progress set forth on Section 1.1(c)(i) of the Disclosure Schedule;

(ii) all equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of the Company owned or used in connection with the conduct of the Business including, but not limited to, the tangible assets set forth on Section 1.1(c)(ii) of the Disclosure Schedule;

(iii) all advertising and promotional materials possessed by the Company relating to the Business;

(iv) all rights of the Company under the Contracts set forth on Section 1.1(c)(iv) of the Disclosure Schedule;

(v) the domain names of the Company set forth on Section 1.1(c)(v) of the Disclosure Schedule;

(vi) all Governmental or Regulatory Authorizations held by the Company in connection with the conduct of the Business;

(vii) all books, records, files (including all electronic files and back-up copies thereof), customer lists and data of the Company relating to the Business; and

(viii) source code repository.

(d) All goodwill incident to the items listed in Sections 1.1(a), 1.1(b) and 1.1(c) above; and

(e) All other assets used in or useful to the conduct of the Business.

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1.2 Excluded Assets . The Company shall retain, and Acquirer shall not purchase, any of the following (collectively, the “ Excluded Assets ”):

(a) assets, properties, rights or interests of the Company which are not owned or used in connection with the conduct of the Business;

(b) the license held by the Company to the enterprise search software utilized by the Business;

(c) the hosting agreement between the Company and SAVVIS providing for the collocation of the servers utilized by the Business;

(d) the agreement between the Company and Visual Sciences which provides web analytics for the Business;

(e) the computer equipment, software and related license and service agreements of the Company, which are used in the conduct of the Business, set forth on Section 1.2(e) of the Disclosure Schedule; and

(f) cash and accounts receivable earned or accrued with respect to the conduct of the Business prior to the Closing Date.

1.3 Assumed Liabilities . In connection with the purchase of the Purchased Assets, Acquirer shall assume and become responsible for the following Liabilities, in each case other than the Excluded Liabilities (collectively, the “ Assumed Liabilities ”):

(a) all Liabilities arising from the conduct of the Business following the Closing Date, including but not limited to:

(i) all Liabilities and obligations of the Business arising under the Contracts set forth on Section 1.1(c)(iv) of the Disclosure Schedule, relating to or arising out of the conduct of the Business after the Closing Date;

(ii) all Liabilities and obligations relating to any products and services sold by the Business, including without limitation warranty obligations, arising out of the conduct of the Business after the Closing Date;

(iii) all Liabilities and obligations relating to employee severance, employee benefits or compensation arrangements relating to or arising out of the conduct of the Business after the Closing Date;

(iv) any Liability for Tax set forth in Section 1.7 hereof; and

(b) the following Liabilities of the Company which have arisen from the conduct of the Business on or prior to the Closing Date:

(i) all Liabilities and obligations of the Business arising under the accounts payable set forth on Section 1.3(b)(i) of the Disclosure Schedule;

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(ii) all Liabilities and obligations for products and services committed to be purchased by the Business in the ordinary course of business on or prior to the Closing Date set forth on Section 1.3(b)(ii) of the Disclosure Schedule; and

(iii) all Liabilities and obligations for all of the employees of the Business relating to accrued employee paid time off for those employees of the Business who become Transferred Employees hereunder, set forth on Section 1.3(b)(iii) of the Disclosure Schedule.

1.4 Excluded Liabilities . Notwithstanding Section 1.3 hereof, the Company shall retain, and Acquirer shall not assume and become responsible for, and the Assumed Liabilities shall not include, any of the following (collectively, the “ Excluded Liabilities ”):

(a) any Liabilities or obligations relating to or arising in connection with any Excluded Asset;

(b) (i) any Liability of the Company for Taxes (with respect to operation of the Business or otherwise), (ii) except as provided in Section 1.7 hereof, any Liability of the Company for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because the Company is transferring the Purchased Assets), (iii) any Liability of the Company for the unpaid Taxes of any Person under Income Tax Regulations section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise; !

(c) any Liabilities of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of the Company (whether or not in connection with the conduct of the Business);

(d) any Liabilities of the Company for costs and expenses incurred in connection with this Agreement;

(e) any Liabilities or obligation of the Company under this Agreement;

(f) except as set forth on Section 1.3(b)(iii) of the Disclosure Schedule, any Liabilities or obligations relating to any Company Plan, employee severance, claims relating to employment, employee benefits (including employer taxes or tax withholding from employees) or compensation arrangements relating to or arising out of the conduct of the Business prior to and including the Closing Date, with respect to any employee or former employee of the Business; and

(g) the matters set forth in Section 2.21(a) of the Disclosure Schedule as they relate to the conduct of the Business prior to the Closing Date.

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1.5 Purchase Price; Payment of Purchase Price .

(a) The aggregate consideration for the Purchased Assets and the Business related thereto shall be Twenty Million Five Hundred Thousand Dollars ($20,500,000) (the “ Purchase Price ”).

(b) The Purchase Price, less the Escrow Amount, shall be paid by Acquirer to the Company at the Closing, and such payment shall be made via wire transfer of immediately available funds from Acquirer to an account specified by the Company no less than one (1) Business Days prior to the Closing.

1.6 Closing . The consummation of the purchase and sale of the Purchased Assets in accordance with this Agreement (the “ Closing ”) shall take place at 10:00 a.m., California time, at the offices of Pillsbury Winthrop Shaw Pittman LLP, 2475 Hanover Street, Palo Alto, CA 94304, on the third (3 ^rd ) Business Day after all of the conditions precedent to Closing hereunder shall have been satisfied or waived, or at such other date, time and place as the Company and Acquirer shall mutually agree upon. The date of the Closing shall be referred to as the “ Closing Date .” The Company and Acquirer hereby agree to deliver at the Closing such documents, certificates of officers and other instruments as are set forth in Article 7 hereof and as may reasonably be required to effect the transfer by the Company of the Purchased Assets pursuant to and as contemplated by this Agreement and to consummate the Acquisition. All events which shall occur at the Closing shall be deemed to occur simultaneously.

1.7 Transfer Taxes . Acquirer shall be responsible for the payment of any transfer taxes arising out of or in connection with the Acquisition; provided that the Company shall remain responsible for any other Taxes (including any Taxes based on income, sales Taxes, use Taxes or VAT) incurred by it from the conduct of the Business prior to the Closing Date and the Acquisition.

1.8 Tax Treatment . Effective as of the Closing, Acquirer and the Company recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 with each of their respective federal income Tax returns. Acquirer and the Company further agree to cooperate with each other in the preparation of such form for timely filing with each of their respective federal income Tax returns and to complete the final allocation of the purchase price within ninety (90) days of the Closing Date. Each of Acquirer and the Company further agrees to file all of its other Tax returns in a manner consistent with such allocation and not to make any allocation or take any Tax position that is contrary to such allocation, unless required to do so by applicable law and after prior written notice thereof to the other party. Acquirer and the Company further agree to consult with each other with respect to all issues related to such allocation in connection with any Tax audits, controversies or litigation.

1.9 Taking of Necessary Action; Further Action . If, at any time after the Closing Date, any such further action is necessary or desirable to carry out the purposes of this Agreement or to vest Acquirer after the Closing Date with full right, title and possession to all Purchased Assets, the parties hereto shall use their best efforts to take such action.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions set forth in the Disclosure Schedule (each of which exceptions, shall indicate the Section and, if applicable, the Subsection of this Article 2 to which it relates, provided, however, if it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections of this Agreement, then such reference shall be deemed to apply to such other sections and subsections contained in this Agreement), delivered herewith and dated as of the date hereof, the Company hereby represents and warrants to Acquirer as follows:

2.1 Organization and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has full corporate power and authority to (i) conduct the Business as is now conducted and as currently proposed to be conducted, (ii) to own, use, license and lease the Assets and Properties owned or used in connection with the conduct of the Business, and (iii) to perform its obligations under all Contracts relating to the Business to which it is a party. The Company is duly qualified, licensed or admitted to do business and is in good standing as a foreign corporation in each jurisdiction in which the ownership, use, licensing or leasing of the Assets and Properties owned or used in connection with the conduct of the Business makes such qualification, licensing or admission necessary. No Subsidiary of the Company has any ownership, leasehold or other interest in any of the Purchased Assets.

2.2 Authority Relative to this Agreement . The Company has full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “ Ancillary Agreements ”) to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company’s board of directors has unanimously approved this Agreement and declared its advisability. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary action by the board of directors of the Company, and no other action on the part of the board of directors of the Company or by any officer, director or equity holder is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof (and, in the case of the Ancillary Agreements to which Acquirer is a party, thereof) by Acquirer, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

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2.3 Financial Statements of the Business .

(a) The financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, at and for the periods ended December 31, 2005 and 2006 and the financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, for the nine months ended September 30, 2007 (collectively, the “ Business Financials ”) are set forth on Section 2.3(a) to the Disclosure Schedule, which models and allocated profit and loss statement were derived from accounting records that were used in the preparation or the Company’s financial statements for the periods to which they relate, which statements were prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other and which statements have been provided to the Acquirer. The Business Financials present fairly and accurately, in all material respects, the financial condition and operating results of the Company and its Subsidiaries with respect to the conduct of the Business as of the dates and during the periods indicated therein.

(b) As of September 30, 2007 and as of the Closing Date, except as set forth on Section 2.3(b) to the Disclosure Schedule, the Assumed Liabilities will not include any liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise other than (ii) accounts payable or accrued paid time off that have been incurred by the Company since September 30, 2007 in the ordinary course of business and consistent with the Company’s or such Subsidiaries’ past practices; (ii) liabilities under the Contracts identified in Section 2.10 of the Disclosure Schedule, to the extent the nature and magnitude of such liabilities can be reasonably ascertained by reference to the text of such Contracts; and (iii) liabilities disclosed on Section 2.5 of the Disclosure Schedule.

(c) Since December 31, 2006, the Company has not received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its internal accounting controls relating to the preparation of the Business Financials.

2.4 Books and Records; Organizational Documents . The minutes of the Company’s Board of Directors relating to the conduct of the Business have been provided or made available to Acquirer or its counsel prior to the execution of this Agreement, are complete and correct in all respects and have been maintained in accordance with sound and prudent business practices. Such minutes contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of the directors, shareholders and committees of the board of directors of the Company relating to the conduct of the Business. The Company has prior to the execution of this Agreement delivered to Acquirer true and complete copies of its Certificate of Incorporation and Bylaws, both as amended through the date hereof. The Company is not in violation of any provisions of its Certificate of Incorporation or Bylaws.

2.5 No Undisclosed Liabilities . Except as disclosed in Section 2.5 of the Disclosure Schedule, there are no Liabilities relating to the conduct of the Business or affecting the Assets

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and Properties owned or used in connection with the conduct of the Business, other than Liabilities incurred in the ordinary course of business consistent with past practice since the September 30, 2007 and in accordance with the provisions of this Agreement which, individually and in the aggregate, are not material (financial or otherwise) to the Business and are not for tort or for breach of contract.

2.6 Absence of Changes .

(a) Except as set forth in Section 2.6 of the Disclosure Schedule, since September 30, 2007:

(i) there has not been any material adverse change in the condition, assets, liabilities, operations, financial performance or prospects of the Business, and no event has occurred that will, or could reasonably be expected to, have a material adverse effect on the Business;

(ii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets (whether or not covered by insurance) owned or used in the conduct of the Business;

(iii) neither the Company nor a Subsidiary has (i) entered into or permitted any of its material assets owned or used by it in connection with the conduct of the Business to become bound by any Contract or (ii) amended or prematurely terminated, or waived any material right or remedy under, any Contract applicable to the Business;

(iv) neither the Company nor a Subsidiary has (i) acquired, leased or licensed any right or other asset of the Business from any other Person, (ii) sold or otherwise disposed of, or leased or licensed, any right or other asset of the Business to any other Person, or (iii) with respect to the Business, waived or relinquished any right, except for immaterial rights or other immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with the Company’s past practices;

(v) neither the Company nor a Subsidiary has written off as uncollectible, or established any reserve with respect to, any account receivable or other indebtedness of the Business, except in the ordinary course of business;

(vi) neither the Company nor a Subsidiary has made any pledge of any of the assets owned or used in connection with the conduct of the Business or otherwise permitted any of such assets to become subject to any Liens, except for pledges of immaterial assets made in the ordinary course of business and consistent with the Company’s or such Subsidiary’s past practices;

(vii) neither the Company nor a Subsidiary has incurred or guaranteed any indebtedness for borrowed money in connection with the conduct of the Business;

(viii) neither the Company nor a Subsidiary has in connection with the conduct of the Business (i) paid any bonus or made any profit sharing or similar payment to, or

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increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its employees or consultants, or (ii) hired any new employee or consultant;

(ix) the Company has not changed any of its methods of accounting or accounting practices relating to the Business in any respect;

(x) neither the Company nor a Subsidiary has made any Tax election with respect to the Assets or Properties of the Business;

(xi) neither the Company nor a Subsidiary has commenced or settled any Legal Proceeding, or received any notice, whether written or otherwise, that any Person was commencing or threatening to commence a Legal Proceeding involving the Business;

(xii) neither the Company nor a Subsidiary has, in connection with the conduct of the Business, entered into any material transaction or taken any other material action outside the ordinary course of business or inconsistent with past practices;

(xiii) there has not occurred, in connection with the conduct of the Business, any increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its employees or consultants (other than increases in the base salaries of employees who are not officers in an amount that does not exceed 10% of such base salaries) or any new loans or extension of existing loans to any such Persons (other than routine expense advances to employees of the Company consistent with past practice), and the Company has not, in connection with the conduct of the Business, entered into any Contract to grant or provide (nor has granted any) severance or other similar benefits to any such Persons; and

(xiv) neither the Company nor a Subsidiary has agreed or committed to take any of the actions referred to in clauses “(iii)” through “(xiii)” above.

(b) The Company has made available to Acquirer any documents requested by Acquirer and relating to indebtedness, loan and other financial facilities, entered into in connection with the conduct of the Business, and the Company has not received any notice that the continuance of any of those facilities might be materially adversely affected or prejudiced.

(c) Neither the Company nor a Subsidiary is in default under, or in breach of, any of the material terms of any loan capital, borrowing, debenture or financial facility of the Company or such Subsidiary entered into in connection with the conduct of the Business.

(d) Except as set forth on Schedule 2.6(d) to the Disclosure Schedule, neither the Company nor a Subsidiary is, nor has the Company or a Subsidiary agreed to become, bound by any guarantee, indemnity, surety or similar commitment in connection with the conduct of the Business which has not been reflected in the Business Financials.

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2.7 Real Property .

(a) The Purchased Assets do not include any owned, leased, licensed or subleased real property.

2.8 Valid Title . Except as set forth on Schedule 2.8 to the Disclosure Schedule, the Company and each of its Subsidiaries have good, marketable and valid title to, or, in the case of leased Assets and Properties used or owned in connection with the conduct of the Business, valid leasehold interests in, all of their material tangible Assets and Properties used or owned in connection with the conduct of the Business, real, personal and mixed, reflected in the latest Business Financials, free and clear of any Liens except (a) with respect to Liens securing obligations reflected in the Business Financials, (b) (i) statutory liens for Taxes or other payments that are not yet due and payable; (ii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements; (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Legal Requirements; (iv) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens; and (v) statutory purchase money liens and (c) such imperfections of title and Liens, if any, which do not materially impair the continued use of the properties or assets subject thereto or affected thereby, or otherwise materially impair business operations at such properties. The rights, properties and assets presently owned, leased or licensed by the Company and its Subsidiaries in connection with the conduct of the Business include all rights, properties and assets necessary to permit the Company and its Subsidiaries to conduct the Business in all material respects in the same manner as the Business has been conducted prior to the date hereof.

2.9 Intellectual Property .

(a) Section 2.9(a) of the Disclosure Schedule lists (i) all Company Registered Intellectual Property (including all trademarks and service marks that the Company has owned or used with the intent of creating or benefiting from any common law rights relating to such marks), (ii) the jurisdiction in which such item of Company Registered Intellectual Property has been registered or filed and the applicable registration or serial number; (iii) any other Person that has an ownership interest in such item of Company Registered Intellectual Property and the nature of such ownership interest; and (iv) each product or service identified in Section 2.9(b) of the Disclosure Schedule that embodies, utilizes or is based upon or derived from (or, with respect to products and services under development, that is expected to embody, utilize or be based upon or derived from) such item of Company Registered Intellectual Property, and lists any proceedings or actions pending as of the date hereof before any Governmental or Regulatory Authority (including the PTO or equivalent authority anywhere in the world) related to any of the Company Registered Intellectual Property.

(b) Section 2.9(b) of the Disclosure Schedule lists each proprietary product or service developed, manufactured, marketed, or sold in or as a part of the Business at any time since inception and any product or service currently under development by the Company in connection with the conduct of the Business.

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(c) The Company has all requisite right, title and interest in or valid and enforceable rights under Contracts or Licenses to use all Company Intellectual Property necessary to the conduct of the Business as currently conducted.

(i) Except as set forth in Section 2.9(c)(i) of the Disclosure Schedule, each item of Company Intellectual Property, including all Company Registered Intellectual Property listed in Section 2.9(a) of the Disclosure Schedule, is owned exclusively by the Company (excluding Intellectual Property licensed to the Company under any License disclosed under Section 2.9(g) of the Disclosure Schedule) and is free and clear of any Liens. Without limiting the generality of the foregoing, the Company owns exclusively all trademarks, service marks and trade names used by the Company in connection with the operation or conduct of the Business as currently conducted or as currently contemplated to be conducted; provided, however , that the Company may use trademarks, service marks and trade names of third parties which are licensed to the Company, as disclosed under Section 2.9(g) of the Disclosure Schedule, or are in the public domain.

(ii) Without limiting the generality of the foregoing, the Company owns exclusively, and has good title to, each copyrighted work that is a Company product and each other work of authorship that the Company otherwise purports to own or is used by the Company in connection with the operation or conduct of the Business as currently conducted or provision of services by the Company with respect to the Business, other than works disclosed under Section 2.9(g) of the Disclosure Schedule.

(d) To the extent that any Company Intellectual Property has been developed or created by any Person other than the Company, the Company has a written agreement with such Person with respect thereto and the Company has either (i) obtained ownership of, and is the exclusive owner of, all such Intellectual Property by operation of law or by valid assignment of any such rights or (ii) has obtained a License under or to such Intellectual Property as disclosed under Section 2.9(g) of the Disclosure Schedule.

(e) Except pursuant to agreements described in Section 2.9(e) of the Disclosure Schedule, the Company has not transferred ownership of any Intellectual Property that is Company Intellectual Property, to any other Person.

(f) Except as set forth in Section 2.9(f) of the Disclosure Schedule, the Company Intellectual Property constitutes all the Intellectual Property owned or used in and/or necessary to the conduct of the Business as it currently is conducted and as is currently contemplated to be conducted, including the design, development, distribution, marketing, manufacture, use, import, license, and sale of the products, technology and services of the Company (including products, technology, or services currently under development).

(g) Section 2.9(g)(i) of the Disclosure Schedule lists all Contracts (including all inbound Licenses) to which the Company is a party that grant licenses to Intellectual Property which are used or owned in connection with the conduct of the Business, other than standard Licenses for off-the-shelf, shrink-wrap software or Open Source Code that is commercially

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available on reasonable terms to any Person for a license fee of no more than $15,000 dollars. Section 2.9(g)(i) of the Disclosure Schedule identifies (i) each item of Open Source Code that is incorporated into, integrated or bundled with, or used in the development of the Intellectual Property of the Company; (ii) the applicable license terms for each such item of Open Source Code; and (iii) the Intellectual Property of the Company to which each such item of Open Source Code relates. Except as set forth in Section 2.9(g)(i) of the Disclosure Schedule, no Intellectual Property of the Company contains, is derived from, is distributed with, or is being or was developed using Open Source Code that is licensed under any terms that: (i) impose or could impose a requirement or condition that any Intellectual Property of the Company part thereof: (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making modifications or derivative works; or (c) be redistributable at no charge; or (ii) otherwise impose or could impose any other material limitation, restriction, or condition on the rights or abilities of the Company. For purposes of this Agreement, “Open Source Code” means any software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software (including software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Acquireric License or Sun Community Source License). Except as set forth in Section 2.9(g)(ii) of the Disclosure Schedule, the Company is not in breach of, nor has it failed to perform under any of the foregoing Contracts and Licenses and, to the Company’s Knowledge, no other party to such Contracts and Licenses is in material breach of or has materially failed to perform thereunder. Except as set forth in Section 2.9(g) of the Disclosure Schedule, the Company is not obligated to compensate any other Person (including any current or former employee of the Company) in connection with the use of any Intellectual Property (including any Company Intellectual Property) in the conduct of the Business.

(h) Section 2.9(h)(i) of the Disclosure Schedule lists all Contracts, Licenses and agreements between the Company and any other Person used in connection with the conduct of the Business, other than standard Licenses for off-the-shelf, shrink-wrap software or “open source” code that is commercially available on reasonable terms to any Person for a license fee of no more than $15,000 dollars, wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or Liability or provide a right of rescission with respect to the infringement or misappropriation by the Company or such other Person of the Intellectual Property of any Person other than the Company. Except as set forth in Section 2.9(h)(ii) of the Disclosure Schedule, the Company is not in breach of, nor has it failed to perform under any of the foregoing Contracts, Licenses and agreements and, to the Company’s Knowledge, no other party to such Contracts, Licenses and agreements is in breach of or has failed to perform thereunder.

(i) Except as set forth in Section 2.9(i) of the Disclosure Schedule, the operation of the Business (i) as currently conducted or (ii) as currently contemplated to be conducted, including the Company’s design, development, use, import, manufacture and sale of the products, technology or services (including products, technology or services currently under development) of the Company, does not (A) to the Company’s Knowledge, infringe or misappropriate the Intellectual Property of any Person, (B) violate any term or provision of any

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License or Contract concerning such Intellectual Property or (C) constitute unfair competition or an unfair trade practice under any Law, and the Company has not received notice from any Person claiming that such operation or any act, product, technology or service (including products, technology or services currently under development) of the Company infringes or misappropriates the Intellectual Property of any Person or constitutes unfair competition or trade practices under any Law, including notice of third party patent or other Intellectual Property rights from a potential licensor of such rights, nor is the Company aware of any basis for any such claim.

(j) Each item of Company Registered Intellectual Property is valid and subsisting, and all necessary registration, maintenance, renewal fees, annuity fees and taxes in connection with such Registered Intellectual Property have been paid and all necessary documents and certificates in connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions where the Company has filed documents for such purpose, as the case may be, for the purposes of maintaining such Registered Intellectual Property. Section 2.9(j) of the Disclosure Schedule lists all actions that must be taken by the Company within one hundred eighty (180) days from the date hereof, including the payment of any registration, maintenance, renewal fees, annuity fees and taxes or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting or preserving or renewing any Company Registered Intellectual Property. In each case in which the Company has acquired ownership of any Company Intellectual Property rights owned or used in connection with the conduct of the Business from any Person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property (including the right to seek past and future damages with respect to such Intellectual Property) to the Company and, to the maximum extent provided for by and required to protect the Company’s ownership rights in and to such Intellectual Property in accordance with applicable Laws, the Company has recorded each such assignment of Registered Intellectual Property with the relevant Governmental or Regulatory Authority, including the PTO, the U.S. Copyright Office, or their respective equivalents in any foreign jurisdiction where the Company has filed documents for such purpose, as the case may be. To the Company’s Knowledge: (i) the Intellectual Property owned by the Company and used in connection with the conduct of the Business, is subsisting, in full force and effect, is valid and enforceable, and (in the case of Company Registered Intellectual Property) has not expired or been cancelled or abandoned; and (ii) all necessary prosecution, registration, maintenance and renewal fees due on or before the Closing Date have been made, and all documents, recordations and certificates, required as of the Closing Date for the purposes of maintaining such Company Registered Intellectual Property have been filed. Without limiting the foregoing, to the Company’s Knowledge, no information, materials, facts, or circumstances exists, including any information or fact that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would adversely effect any pending application for any Company Registered Intellectual Property. The Company has not misrepresented, or failed to disclose, and is not aware of any misrepresentation or failure to disclose, any fact or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a willful misrepresentation with respect to such application.

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(k) Except as set forth in Section 2.9(k) of the Disclosure Schedule, there are no Contracts or Licenses between the Company and any other Person with respect to Company Intellectual Property under which there is any dispute (or, to the Company’s Knowledge, facts that may reasonably lead to a dispute) known to the Company, including any dispute or facts that may reasonably lead to a dispute regarding the scope of the Intellectual Property rights granted in such Contract or License, or performance under such Contract or License, including with respect to any payments to be made or received by the Company thereunder.

(l) Neither the Company nor any of Subsidiary (i) has asserted or threatened in writing or orally any claim against any Person, (ii) has had any Person assert or threaten in writing or orally any claim against the Company or any Subsidiary alleging any infringement, misappropriation or violation of any Intellectual Property owned by the Company or (iii) is aware of any facts or circumstances which could give rise to a such claims.

(m) The Company has taken all commercially reasonable steps to protect the Company’s rights in confidential information and trade secrets of the Company, owned or used in connection with the conduct of the Business, or provided by any other Person to the Company subject to a duty of confidentiality. Without limiting the generality of the foregoing, the Company and its Subsidiaries have, and enforce, a policy requiring each employee, consultant and independent contractor providing services in connection with the conduct of the Business, to execute proprietary information, confidentiality and invention and copyright assignment agreements and all such current and former employees, consultants and independent contractors of the Company and its Subsidiaries, except as set forth in Section 2.9(m) of the Disclosure Schedule, have executed such an agreement and copies of all such agreements have been provided to Acquirer or made available to Acquirer for review.

(n) No Company Intellectual Property owned by the Company, or any product, technology or service of the Business, or to the Company’s Knowledge, any other Company Intellectual Property, is subject to any Order, Action or Proceeding or “march in” rights that restricts, or that is reasonably expected to restrict in any manner, the use, transfer or licensing of any Company Intellectual Property by the Company or that may affect the validity, use or enforceability of such Company Intellectual Property.

(o) Except as set forth in Section 2.9(o) of the Disclosure Schedule, no (i) product, technology, service or publication of the Business, (ii) material published or, to the Company’s Knowledge, distributed by the Company in connection with the conduct of the Business, or (iii) conduct or statement of Company with respect to the conduct of the Business constitutes obscene material, a defamatory statement or material, false advertising or otherwise violates any Law.

(p) Neither this Agreement nor any transactions contemplated by this Agreement will result in the granting any rights or licenses with respect to the Intellectual Property of Acquirer or the Company after the Closing Date, to any Person pursuant to any Contract to which the Company is a party or by which any of the Assets and Properties owned or used in connection with the conduct of the Business are bound. Neither this Agreement nor any transaction contemplated by this Agreement will result in the loss of any ownership or License rights of Acquirer from and after the Closing Date in any of the Company Intellectual Property or require

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or obligate Acquirer after the Closing Date (i) to grant to any third party any rights or licenses with respect to any Company Intellectual Property; or (ii) to pay any royalties or other amounts. Neither this Agreement nor any transaction contemplated by this Agreement will give to any third party the right to terminate, in whole or in part, any Contracts or Licenses to which the Company is a party with respect to any Intellectual Property owned or used in connection with the conduct of the Business, except for the Contracts or Licenses set forth in Section 2.9(p) of the Disclosure Schedule.

(q) Section 2.9(q) of the Disclosure Schedule sets forth a list of (i) all software which the Company has licensed from any third party which is used by the Company in the products of the Business, in providing services or otherwise in the Business (other than standard off-the-shelf, shrink-wrap software that is commercially available on reasonable terms to any Person for a license fee of no more than $15,000 dollars) and (ii) a list of all “freeware,” “shareware” and “open source” code incorporated into any product of the Business. The Company has all rights necessary to the use of such software, “freeware,” “shareware” and “open source” code.

(r) Section 2.9(r) of the Disclosure Schedule identifies each Contract applicable to the conduct of the Business pursuant to which the Company has deposited with an escrow agent or any other Person, any of its RTL code or computer software and code, in a form other than object code form, including related programmer comments and annotations, which may be printed out or displayed in readily human readable form (“ Source Code ”). The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a release of any Source Code owned by the Company or any of its Subsidiaries applicable to the conduct of the Business or the grant of incremental rights to a Person with regard to such Source Code. Neither the Company nor any Subsidiary has taken any action that will, or would reasonably be expected to, result in the disclosure or delivery of any Source Code applicable to the conduct of the Business owned by the Company or any of its Subsidiaries under any Contract. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure or delivery by the Company, any of its Subsidiaries or any Person acting on their behalf to any Person of any Source Code applicable to the conduct of the Business owned by the Company or any of its Subsidiaries under any Contract, and no such Source Code has been disclosed, delivered or licensed to a third party.

(s) The Company has and follows a written policy for tracking material bugs, errors and defects of which it becomes aware, in the conduct of the Business and maintains and keeps current a computerized database for such purpose. That written policy is adequate to properly protect the Business against viruses, so-called “hackers” and “crackers,” denial-of-service attacks, and other threats to the integrity, availability, or confidentiality thereof, and the Company’s actual practices have consistently conformed to its written policy. The Company has not concealed or intentionally withheld from Acquirer any documentation relating to the testing of products or services of the Business, or any plans and specifications for products or services currently under development by the Company for use in connection with the conduct of the Business. The Company has implemented any and all material security patches or material security upgrades that to the Knowledge of the Company are generally available for the Business. The term “material security patches or material security upgrades” means, for

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purposes of the foregoing sentence, security patches and security upgrades the implementation of which other companies developing, marketing and/or using similar software would reasonably consider prudent.

(t) The Company has established and strictly follows (and has made available to Acquirer a copy of) a written policy adequate to properly: (i) protect the privacy of end users (and any personally identifiable information pertaining thereto) of the products and services of the Business; (ii) promptly respond to allegations by third parties of defamatory or otherwise illegal or improper acts with respect to communications, postings or other activities attributable to such end users; (iii) promptly respond to allegations of infringement or misappropriation of a third party’s Intellectual Property attributable to such end users; and (iv) cooperate with any governmental investigation or directive, including requests for identification of and access to end user information. The Company’s policy and practices with respect to the foregoing are: (A) in full compliance with any applicable Law or regulation of any governmental authority in any jurisdiction; and (B) substantially consistent with the best practices currently observed within the industry. The execution, delivery, and performance of this Agreement, and Acquirer’s possession or use of any data or information of the Company, will not result in any material violation of any privacy policy of the Company or any law pertaining to privacy, user data, or personal data.

2.10 Contracts .

(a) Section 2.10(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements applicable to the conduct of the Business (true and complete copies of which or, if none, reasonably complete and accurate written descriptions thereof, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided to Acquirer prior to the execution of this Agreement), to which the Company or a Subsidiary is a party or by which any of the Assets and Properties owned or used in connection with the conduct of the Business is bound:

(i) (A) all Contracts (excluding Plans) providing for a commitment of employment or consultant services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct involving an obligation of the Company or a Subsidiary to make payments (with or without notice, passage of time or both) to any Person in connection with, or as a consequence of, the transactions contemplated hereby or to any employee who is disclosed in Section 2.10(a)(i) of the Disclosure Schedule, other than with respect to salary or incentive compensation payments in the ordinary course of business consistent with past practice;

(ii) all partnership, joint venture, shareholders’ or other similar Contracts;

(iii) except as set forth on Schedule 2.10(a)(iii) to the Disclosure Schedule, all Contracts relating to Indebtedness in an amount of $15,000 dollars or more;

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(iv) except as set forth on Schedule 2.10(a)(iv) to the Disclosure Schedule, any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;

(v) all Contracts entered into outside the ordinary course of business (A) with independent contractors, distributors, dealers, manufacturers’ representatives, sales agencies or franchisees, (B) with aggregators, manufacturers and equipment vendors, and (C) with respect to the sale of services, products or both, to customers;

(vi) all guarantees of any Indebtedness or other obligations to any Person, including, but not limited to, any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person;

(vii) all Contracts between or among the Company or a Subsidiary, on the one hand, and any current or former officer, director, shareholder, Affiliate or Associate of the Company or any Associate of any such officer, director, shareholder or Affiliate, on the other hand, other than Contracts disclosed pursuant to Section 2.10(a)(vii) of the Disclosure Schedule;

(viii) all collective bargaining or similar labor contracts;

(ix) all Contracts that, after giving effect to the assignment of the Contracts to Acquirer, would (A) limit or contain restrictions on the ability of Acquirer to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages, (B) require the Acquirer to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require the Acquirer to maintain insurance in certain amounts or with certain coverages;

(x) all Contracts that provide for continuing research and development and/or design or other services after the Closing Date;

(xi) any Contract that expires or may be renewed at the option of any Person other than the Company or a Subsidiary, so as to expire more than one (1) year after the date of this Agreement;

(xii) any Contract that is not terminable by the Company or a Subsidiary upon thirty (30) days (or less) notice by the Company or such Subsidiary without penalty or obligation to make payments based on such termination and which (i) requires payments by the Company or a Subsidiary in excess of $15,000 dollars (either alone or pursuant to a series of related contracts) or (ii) requires the provision of services to any Person after the Closing;

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(xiii) any Contract containing any covenant (A) limiting in any material respect the right of the Company or a Subsidiary to engage or compete in any line of business, to make use of any material Intellectual Property owned by the Company or a Subsidiary or to compete with any Person, (B) granting any exclusive distribution rights, (C) providing “most favored nations” terms for Company products or services, or (D) which otherwise adversely affects or would reasonably be expected to adversely affect the right of the Company or any Subsidiary to sell, distribute or manufacture any Company products or services or material Intellectual Property owned by the Company or a Subsidiary or to purchase or otherwise obtain any material software, components, parts or subassemblies;

(xiv) all powers of attorney and comparable delegations of authority; and

(xv) all other Contracts not otherwise required to be disclosed above in Section 2.10(a) of the Disclosure Schedule which are material to the Business.

(b) Each Contract required to be disclosed in Section 2.10(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, and to the Knowledge of the Company, each other party thereto.

(c) Except as set forth in Section 2.10(c) of the Disclosure Schedule, with respect to each Contract required to be disclosed in Section 2.10(a) of the Disclosure Schedule:

(i) neither the Company nor its Subsidiaries have violated or breached, or committed any default under, any such Contract to which it is a party, and, to the best of the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any such Contract;

(ii) no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a violation or breach of any of the provisions of any such Contract, (B) give any Person the right to declare a default or exercise any remedy under any such Contract, (C) give any Person the right to accelerate the maturity or performance of any such Contract, or (D) give any Person the right to cancel, terminate or modify any such Contract;

(iii) to the Knowledge of the Company, each Person against which the Company had, has or may acquire any rights under any such Contract is solvent and is able to satisfy all of such Person’s current and future monetary obligations and other obligations and Liabilities thereunder.

(iv) since December 31, 2006, neither the Company nor its Subsidiaries have received any notice or other communication regarding any actual or possible violation or breach of, or default under, any such Contract; and

(v) neither the Company nor its Subsidiaries have waived any of its material rights under any such Contract.

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(d) Except as set forth in Section 2.10(d) of the Disclosure Schedule, the Company has never guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of the Purchased Assets to secure, the performance or payment of any obligation or other Liability of, any other Person.

(e) No Person is renegotiating, or has a right pursuant to the terms of any Contract applicable to the conduct of the Business to renegotiate, any amount paid or payable under any such Contract or any other term or provision of any such Contract.

(f) The Company has no Knowledge of any basis upon which any party to any Contract applicable to the conduct of the Business may object to (i) the assignment to Acquirer of any right under such Contract, or (ii) the delegation to or performance by Acquirer of any obligation under such Contract.

(g) Except as set forth on Schedule 2.10(g) to the Disclosure Schedule, the Contracts identified in Section 2.10(a) of the Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Company to conduct the Business in the manner in which it is currently being conducted.

2.11 Employees .

(a) The Company has provided the Acquirer all information requested (which information is complete and accurate in all material respects) on all employees, contractors and consultants of the Company and the Subsidiaries providing services in connection with the conduct of the Business as of the date hereof as set forth in Section 2.11(a) Disclosure Schedule, including information with respect to their titles or positions, dates of hire, regular work location and current compensation (including stock option or equity grants), current salary and benefits, age, notice period, and information on all employment contracts or other agreements between the Company or a Subsidiary and any employee or any other contractor, consultant or person relating to the performance of services. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due to any current or former employee of, or consultant to, the Company or a Subsidiary providing services in connection with the conduct of the Business.

(b) There are no outstanding offers of employment or engagement made to any person by the Company or a Subsidiary relating to the Business and there is no one who has accepted an offer of employment or engagement made by the Company or a Subsidiary relating to the Business who has not yet taken up that employment or engagement.

(c) Except as set forth in Section 2.11(c) of the Disclosure Schedule, no employee, contractor or consultant of the Company or a Subsidiary providing services in connection with the conduct of the Business:

(i) has given or received notice terminating his or her employment or engagement or altering its terms, and no such person will be entitled as a result of the entering into of this Agreement and the sale of the Assets and Properties of the Business to Acquirer to give notice of termination or to claim for any payment or benefit or to treat himself as being released from any obligation and no such person is planning to terminate his or her employment as of or shortly after the Closing; or

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(ii) is currently on sick leave which (as of the date of this Agreement) has been for more than 14 consecutive days; or

(iii) is currently on sabbatical or parental leave.

(d) Except as set forth on Schedule 2.11(d) to the Disclosure Schedule, since December 31, 2006 (i) no change has been made in the rate or basis of remuneration, fee or other benefits provided for or paid to any employee, consultant or contractor of the Company or a Subsidiary providing services in connection with the conduct of the Business, and (ii) no change has been made in any other terms of employment or engagement of any such employee, consultant or contractor other than in the ordinary course of business and which is reflected in Section 2.11(a) of the Disclosure Schedule.

(e) Except as set forth on Schedule 2.11(e) to the Disclosure Schedule, neither the Company nor its Subsidiaries has entered into any agreement or given any assurance (whether legally binding or not) regarding any future variation in any contract of employment or other agreement in respect of any of their employees, consultants or contractors providing services in connection with the conduct of the Business or any agreement imposing an obligation on the Company or a Subsidiary to increase the basis and/or rates of remuneration or payment and/or the provision of other benefits to or on behalf of its employees, consultants or contractors at any future date.

(f) The Company is not aware of any facts or matters affecting any employee of the Company providing services in connection with the conduct of the Business which might reasonably be considered grounds for dismissing such employee or warning such employee that the continuation of any conduct or behavior may lead to dismissal.

(g) No grievance or complaint of sex, race or disability discrimination, whether formal or informal, is pending in an administrative or litigation proceeding nor has been raised by any employee or consultant or former employee or consultant of the Company providing services in connection with the conduct of the Business in the twelve months prior to Closing.

(h) Neither the Company nor its Subsidiaries has made any loans to or entered into any credit transaction with any employee which has not been reflected in the Business Financials.

(i) Except as set forth on Schedule 2.11(i) to the Disclosure Schedule, there are no controversies or labor or trade disputes or union organization activities pending or, to the Knowledge of the Company, threatened between the Company or a Subsidiary and any of its respective employees providing services in connection with the conduct of the Business nor are there facts known to the Company or its Subsidiaries which might indicate that there may be any such dispute or activities.

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(j) No collective agreements relating to the Business are binding on the Company or its Subsidiaries as of the Closing Date. As of the date hereof, none of the Company’s or the Subsidiaries’ employees providing services in connection with the conduct of the Business are employed by any other employer. Each of the Company’s employees providing services in connection with the conduct of the Business has a permanent right to reside and work in the jurisdiction in which they are employed.

(k) Neither the Company nor its Subsidiaries have any consultants, and has not at any time had any consultant, providing services in connection with the conduct of the Business, which under labor laws or tax laws would be deemed as an employee.

(l) Except as set forth