HSW International, Inc. (Form: 10-Q, Received: … · Web viewThe Company received a notice from...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-33720________________________________________

HSW INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

Delaware 33-1135689(State of Incorporation) (I.R.S. Employer

Identification Number)

One Capital City Plaza3350 Peachtree Road, Suite 1600

Atlanta, GA 30326(Address of principal executive offices, including zip code)

404-364-5823(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company

(Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No

At November 16, 2009, the number of common shares outstanding was 53,698,292.

TABLE OF CONTENTS

PagePART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008 (unaudited) 1Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2009 and 2008 (unaudited)

2

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (unaudited)

3

Notes to Condensed Consolidated Financial Statements (unaudited) 4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11

Item 3. Quantitative and Qualitative Disclosures about Market Risk 17

Item 4. Controls and Procedures 17

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 18

Item 1A. Risk Factors 18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29

Item 3. Defaults Upon Senior Securities 29

Item 4. Submission of Matters to a Vote of Security Holders 29

Item 5. Other Information 29

Item 6. Exhibits 30

Signature 31

PART I – FINANCIAL INFORMATIO N

Item 1. Condensed Consolidated Financial Statements

HSW INTERNATIONAL, INC. and SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(expressed in U.S. Dollars)

September 30, December 31,2009 2008

Assets

Current assets Cash and cash equivalents $ 11,343,371 $ 18,020,159 Trade accounts receivable, net 39,802 103,020 Prepaid expenses and other current assets 659,043 1,660,097 Deferred charges 555,329 — Deferred tax asset 25,147 — Total current assets 12,622,692 19,783,276

Property and equipment, net 559,032 727,311Licenses to operate in China 2,150,000 2,150,000Goodwill — 1,972,944Intangibles, net 22,203 1,676,122Assets held for sale (see note 7) 3,569,298 — Total assets $ 18,923,225 $ 26,309,653

Liabilities and Stockholders’ Equity

Current liabilities Accounts payable $ 775,388 $ 554,673 Accrued expenses and other current liabilities 634,282 322,094 Advances from shareholder and affiliate 83,836 83,044 Total current liabilities 1,493,506 959,811

Deferred tax liability 562,647 873,420

Commitments and contingencies

Stockholders’ equity Preferred stock, $.001 par value; 10,000,000 shares authorized, none issued — — Common stock, $.001 par value; 200,000,000 shares authorized, 53,698,292 and 53,638,784 issued and outstanding at September 30, 2009 and December 31, 2008, respectively 53,699 53,639 Additional paid-in-capital 100,297,798 98,606,934 Accumulated other comprehensive income (loss) 45,185 (1,126) Accumulated deficit (83,529,610) (74,183,025) Total stockholders’ equity 16,867,072 24,476,422 Total liabilities and stockholders’ equity $ 18,923,225 $ 26,309,653

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HSW INTERNATIONAL, INC. and SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


Three Months Ended September 30,

Nine Months Ended September 30,

2009 2008 2009 2008

Operating revenue Social media $ 48,896 $ — $ 173,996 $ — Digital online publishing 42,171 11,056 131,555 86,734 Sales to affiliates — 105,180 — 202,328 Total revenue 91,067 116,236 305,551 289,062

Cost of services 393,267 224,861 1,156,685 790,816

Gross margin (302,200) (108,625) (851,134) (501,754)

Operating expenses Selling, general and administrative (including stock-based compensation expense of $334,675 and $1,189,689 for the three months ended September 30, 2009 and 2008, respectively, and $1,690,924 and $4,041,714 for the nine months ended September 30, 2009 and 2008, respectively) 2,713,644 3,987,151 8,731,057 12,772,433 Depreciation and amortization 123,265 62,186 360,824 147,048 Total operating expenses 2,836,909 4,049,337 9,091,881 12,919,481

Operating loss (3,139,109) (4,157,962) (9,943,015) (13,421,235)

Other income Interest income 11,160 150,454 42,910 407,713 Other income — — 160,000 — Total other income 11,160 150,454 202,910 407,713

Loss from continuing operations before income taxes (3,127,949) (4,007,508) (9,740,105) (13,013,522)

Income tax benefit 393,520 — 393,520 —

Loss from continuing operations (2,734,429) (4,007,508) (9,346,585) (13,013,522)

Loss from discontinued operations, net of income taxes — — — (133,526)

Net loss $ (2,734,429) $ (4,007,508) $ (9,346,585) $ (13,147,048)

Basic and diluted loss per share Loss from continuing operations $ (0.05) $ (0.07) $ (0.17) $ (0.25) Net loss per share $ (0.05) $ (0.07) $ (0.17) $ (0.25)

Basic and diluted weighted average shares outstanding 53,618,292 53,574,919 53,617,163 52,728,853


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HSW INTERNATIONAL, INC. and SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



2009 2008

Cash flows from operating activities: Net cash used in continuing operating activities $ (6,598,719) $ (8,264,270) Net cash used in discontinued operating activities — (521,430)Cash used in operating activities (6,598,719) (8,785,700)

Cash flows from investing activities: Purchases of property and equipment (103,564) (531,167) Acquisitions, net of cash (15,042) — Sale of INTAC legacy businesses — (4,500,000) Merger related costs, net — (107,027)Cash used in investing activities (118,606) (5,138,194)

Cash flows from financing activities: Proceeds from issuance of common stock, net — 35,229,607Cash provided by financing activities — 35,229,607

Net change in cash and cash equivalents (6,717,325) 21,305,713Impact of foreign currency translation on cash 40,537 (77,521)Cash and cash equivalents at beginning of period 18,020,159 3,639,831Cash and cash equivalents at end of period $ 11,343,371 $ 24,868,023


2009 2008

Other non-cash financing and investing activities Receipt of shares for sale of INTAC legacy businesses $ — $ 18,400,000


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HSW INTERNATIONAL, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Overview

HSW International, Inc. (the “Company”, “HSW International” or “HSWI”) is an online publishing company that develops and operates Internet businesses focused on providing consumers around the world with locally relevant, high quality information and ways to connect with each other. Our international websites published under the HowStuffWorks brand provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. HSW International is the exclusive licensee in China and Brazil for the digital publication of translated content from HowStuffWorks.com, a subsidiary of Discovery Communications, Inc., and in China for the digital publication of translated content from World Book Inc., publishers of World Book Encyclopedia. The DailyStrength brand, which we acquired on November 26, 2008, helps hundreds of thousands of readers share information and support on www.dailystrength.org , a comprehensive health-related social media website. We generate revenue primarily through the sale of online advertising on our websites. As discussed further in our subsequent events note, on October 30, 2009, the Company entered into and effectuated a series of transactions with Sharecare, Inc. ("Sharecare"). As a result of these transactions, the Company received an equity stake in Sharecare, sold substantially all of the assets of its Daily Strength subsidiary to Sharecare, agreed to provide management and website development services to Sharecare, and received a limited license to use the Sharecare web platform for its own businesses. Additionally, the Company issued a promissory note to Sharecare, the majority of which has been offset by services the Company provided to Sharecare prior to the consummation of the transaction. Finally, Sharecare assumed the potential earn-out payment of up to $3.525 million under the merger agreement by which the Company acquired Daily Strength. We entered into each of these simultaneously. Liquidity ConsiderationsThe global financial downturn continues to have a negative effect on the demand for advertising in general, including online advertising. Economic uncertainty has had and might continue to have a direct impact on our revenue as orders for online advertising have declined and our typical advertiser is spending less per order than in the prior year. Also, our businesses in Brazil and China, which were launched in the past several years, are still in an early growth stage as the related websites continue to build towards a critical mass of traffic volume. In consideration of projected market conditions and near-term revenue expectations, we implemented cost reductions at the end of our fourth quarter of 2008 to reduce headcount and better align our costs with our 2009 initiatives. We consistently monitor our cash position to make adjustments as we believe necessary to maintain our operational objectives of funding ongoing operations and continuing to make technological investments in our websites and their respective brands.

The Company received a notice from the Nasdaq Stock Market indicating that it no longer complies with the requirements of Nasdaq Marketplace Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The Company has 180 calendar days, or until March 15, 2010, in which to regain compliance with this listing rule, which requires that shares of HSWI’s stock maintain a minimum bid price of $1.00 per share. The Company is working on plans to regain compliance with Nasdaq Marketplace Rule 5450(a)(1).

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements from continuing operations include the accounts of HSWI and our subsidiaries (1) HSW Brasil - Tecnologia e Informação Ltda., (2) HSW (HK) Inc. Limited, (3) Bonet (Beijing) Technology Limited Liability Company, (4) BoWenWang Technology (Beijing) Limited Liability Company, and (5) Daily Strength, Inc. The equity of certain of these entities is partially or fully held by citizens of the country of incorporation to comply with local laws and regulations.

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The accompanying interim condensed consolidated financial statements for the three and nine months ended September 30, 2009, and 2008 are unaudited. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America for financial information have been omitted pursuant to the rules and regulations of Article 10 of SEC Regulation S-X. In the opinion of management, these condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Operating results for the three and nine months ended September 30, 2009, are not necessarily indicative of results that may be expected for any other future interim period or for the year ending December 31, 2009. You should read the unaudited condensed consolidated financial statements in conjunction with Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as with HSWI’s consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance that establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP in the United States. This guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. All GAAP references have been updated to comply with the new guidance.

In June 2009, the FASB issued authoritative guidance that revises the approach to determining the primary beneficiary of a variable interest entity (“VIE”) to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. This guidance is effective for fiscal years beginning after November 15, 2009 (January 1, 2010 for us), for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We are currently evaluating the effect of adopting this guidance.

In May 2009, the FASB issued authoritative guidance for subsequent events. This new guidance establishes general standards for disclosure of the date events that occur after the balance sheet date but before the report is issued or available to be issued. This requirement is effective for statements issued for interim and annual periods ending after June 15, 2009. Entities are required to disclose the date through which subsequent events were evaluated. Public entities must evaluate subsequent events through the date that financial statements are issued. Accordingly, we have evaluated subsequent events through November 16, 2009, the date we issued this Quarterly Report on Form 10-Q.

In April 2009, the FASB issued authoritative guidance that provides additional guidance and disclosure requirements regarding the recognition and measurement of contingent assets acquired and contingent liabilities assumed in a business combination where the fair value of the contingent assets and liabilities cannot be determined as of the acquisition date. This guidance is effective for acquisitions occurring after January 1, 2009. The adoption of this guidance did not have any impact on the Company, and its future impact will be dependent upon the specific terms of future business combinations, if any.

In April 2009, the FASB issued authoritative guidance that requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. This guidance is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted. The Company did not have financial instruments as of September 30, 2009, therefore, the Company is not impacted by this guidance.

In June 2008, the FASB issued authoritative guidance that clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method. This guidance is effective for fiscal years beginning after December 15, 2008 (January 1, 2009 for us) with early adoption prohibited. The adoption of this pronouncement did not have an impact on net loss per share for any periods presented.

In February 2008, the FASB issued authoritative guidance that delayed the effective date for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities until January 1, 2009. This guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement would be determined based on the assumptions that market participants would use in pricing the asset or liability. The adoption of this guidance, as of January 1, 2009, did not have a material impact on our condensed consolidated financial statements.

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In December 2007, the FASB issued authoritative guidance that expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. This guidance also requires that all assets, liabilities, contingent considerations, and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, this guidance requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. This guidance is effective for fiscal years beginning after December 15, 2008 with early adoption prohibited. The adoption of this guidance, as of January 1, 2009, did not have an impact on our condensed consolidated financial statements.

In December 2007, the FASB issued authoritative guidance that changes the accounting and reporting for minority interests such that minority interests will be recharacterized as noncontrolling interests and will be required to be reported as a component of equity, and requires that purchases or sales of equity interests that do not result in a change in control be accounted for as equity transactions and, upon a loss of control, requires the interest sold, as well as any interest retained, to be recorded at fair value with any gain or loss recognized in earnings. This guidance is effective for fiscal years beginning on or after December 15, 2008 with early adoption prohibited. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.

3. SEGMENTS

Current authoritative guidance establishes standards for reporting information about operating segments. This standard requires segmentation based on our internal organization and reporting of revenue and operating income based upon internal accounting methods. Our financial reporting systems present various data for management to operate the business, including internal profit and loss statements. The segments are designed to allocate resources internally and provide a framework to determine management responsibility. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. Because of our integrated business structure, operating costs included in one segment can benefit other segments, and therefore these segments are not designed to measure operating income or loss directly related to the products included in each segment. Reconciling amounts include adjustments to conform with U.S. GAAP and corporate-level activity not specifically attributed to a segment. Corporate expenses include, among other items: corporate-level general and administration costs, technology costs and on-going maintenance charges; share-based compensation expense related to stock and stock option grants; depreciation and amortization expense; interest expense and income; and charges related to acquired content not yet published on our sites.

The Company has historically conducted business in two operating segments: (1) Social Media; and (2) Digital Online Publishing. Our Social Media segment was comprised of our DailyStrength operations, which generate revenues from the advertisers based primarily in the United States. Our Digital Online Publishing segment consists of our websites in Brazil and China and generates revenues from advertisers based in the respective countries.

Revenue, operating loss and total assets regarding reportable segments are presented in the following tables:

SocialDigital Online

Media Publishing Corporate Total

Three Months Ended September 30, 2009 Revenue $ 48,896 $ 42,171 $ — $ 91,067

Operating loss $ (347,831) $ (486,046) $ (2,305,232) $ (3,139,109) Interest income — — 11,160 11,160 Income tax benefit — — 393,520 393,520 Loss from continuing operations $ (2,734,429)

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SocialDigital Online

Media Publishing Corporate Total

Three Months Ended September 30, 2008 Revenue $ — $ 116,236 $ — $ 116,236

Operating loss $ — $ (836,967) $ (3,320,995) $ (4,157,962) Interest income — — 150,454 150,454 Loss from continuing operations $ (4,007,508)

Social Digital OnlineMedia Publishing Corporate Total

Nine Months Ended September 30, 2009 Revenue $ 173,996 $ 131,555 $ — $ 305,551

Operating loss $ (991,222) $ (1,387,644) $ (7,564,149) $ (9,943,015) Interest income — — 42,910 42,910 Other income 160,000 — — 160,000 Income tax benefit — — 393,520 393,520 Loss from continuing operations $ (9,346,585)

Social Digital OnlineMedia Publishing Corporate Total

Nine Months Ended September 30, 2008 Revenue $ — $ 289,062 $ — $ 289,062

Operating loss $ — $ (2,502,872) $ (10,918,363) $ (13,421,235) Interest income — — 407,713 407,713 Loss from continuing operations $ (13,013,522)

September 30, December 31,2009 2008

Total assets:Social media (see note 7) $ 3,608,972 $ 3,784,945Digital online publishing 578,879 731,371 Business segments 4,187,851 4,516,316Corporate 14,735,374 21,793,337 Total assets $ 18,923,225 $ 26,309,653

Of the $3,608,972 Social Media assets as of September 30, 2009, $3,569,298 have been classified as assets held for sale in the accompanying condensed consolidated balance sheet.

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4. STOCKHOLDERS’ EQUITY

Stock-Based Compensation

Under the 2006 Equity Incentive Plan adopted April 13, 2006 (the “Plan”), HSWI authorized 8,000,000 shares for grant as part of a long term incentive plan to attract, retain and motivate its eligible executives, employees, officers, directors and consultants. Options to purchase common stock under the Plan have been granted to our officers and employees with an exercise price equal to the fair market value of the underlying shares on the date of grant.

On March 25, 2009, we granted 80,000 shares of restricted stock to four members of the Board of Directors. The grant date fair value was $0.18 per share. The restricted stock vests on December 31, 2009. As of September 30, 2009, unrecognized compensation expense relating to non-vested restricted stock approximated $5,000 which we expect to recognize by December 31, 2009.

In accordance with current authoritative guidance, we measure stock-based compensation cost at the grant date based on the fair value of the award, and recognize it as an expense over the requisite service period. Stock-based compensation expense for the three months ended September 30, 2009 and 2008 was approximately $0.3 million and $1.2 million, respectively. Stock-based compensation expense for the nine months ended September 30, 2009 and 2008 was approximately $1.7 million and $4.0 million, respectively. As of September 30, 2009, unrecognized compensation expense relating to non-vested stock options approximated $0.1 million which we expect to recognize through November 2011. During the three and nine months ended September 30, 2009, no options were granted, forfeited, expired or exercised. Through September 30, 2009, no options had been exercised under the Plan. The grant date fair value of options vested during the three and nine months ended September 30, 2009, was $1.3 million and $2.3 million, respectively. Earnings per Share

The following is a reconciliation of the numerators and denominators of our basic and diluted earnings per share computations:



2009 2008 2009 2008

Loss per share:Loss from continuing operations $ (2,734,429) $ (4,007,508) $ (9,346,585) $ (13,013,522)Loss from discontinued operations — — — (133,526)Net loss $ (2,734,429) $ (4,007,508) $ (9,346,585) $ (13,147,048)

Weighted average shares outstanding 53,618,292 53,574,919 53,617,163 52,728,853

Basic and diluted loss per shareLoss from continuing operations $ (0.05) $ (0.07) $ (0.17) $ (0.25)Net loss $ (0.05) $ (0.07) $ (0.17) $ (0.25)

Weighted average shares outstanding 53,618,292 53,574,919 53,617,163 52,728,853

Dilutive stock options — — — —

Total common shares and dilutive securities 53,618,292 53,574,919 53,617,163 52,728,853

We did not include stock options, restricted stock or warrants in the diluted earnings per share calculation above because they were anti-dilutive. The following schedule describes our anti-dilutive securities not included in diluted net loss.



2009 2008 2009 2008

Anti-dilutive securities not included in diluted net loss

per share calculation:Stock compensation plans 7,433,456 7,072,048 7,412,515 6,974,235Warrants to purchase common stock 250,000 250,000 250,000 250,000 Total anti-dilutive securities 7,683,456 7,322,048 7,662,515 7,224,235

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5. COMPREHENSIVE INCOME

The components of total comprehensive income were as follows:



2009 2008 2009 2008

Net loss $ (2,734,429) $ (4,007,508) $ (9,346,585) $ (13,147,048)Net change in foreign currency translation adjustment, net of tax 16,324 75,748 46,311 (77,521)Total comprehensive income $ (2,718,105) $ (3,931,760) $ (9,300,274) $ (13,224,569)

6. RELATED PARTY TRANSACTIONS

In August 2006, HSW Brazil entered into a 36-month services agreement with Administradora de Bens Capela (“Capela”), a Brazilian corporation, whereby Capela provided sales, business development, and operations personnel to our Brazilian subsidiary. Under the agreement, we granted Capela options to purchase 800,000 shares of our common stock at an exercise price of $6.50 per share, the market value on the date of the grant. These options vested over the three-year contract period. From time to time, Capela purchases advertising space on our Brazilian website “Como Tudo Functiona”. The revenue associated with these transactions is classified as “Sales to Affiliates” in the accompanying financial statements. We recognized approximately $105,000 and $202,000 of revenue from affiliates during the three and nine months ended September 30, 2008, respectively. No revenue was recognized in 2009 from Capela. Capela was deemed an affiliate due to an ownership interest in HowStuffWorks, our largest shareholder. As of December 17, 2007, Capela no longer had an ownership interest in HowStuffWorks.

See note 7, Subsequent Event, for a discussion of the transactions between HSWI and Sharecare that occurred on October 30, 2009.

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7. SUBSEQUENT EVENT

The Company evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q on November 16, 2009.

On October 30, 2009, the Company joined with Dr. Mehmet Oz, Harpo Productions, Discovery Communications (NASDAQ: DISCA), Sony Pictures Television and Jeff Arnold (Chairman of our Board of Directors) to form Sharecare, Inc., which is developing an innovative healthcare platform for consumers to ask, learn and act on the questions of health. The Company simultaneously entered into and effectuated a series of transactions with Sharecare as described below.

As part of the transactions with Sharecare, on October 30, 2009, the Company entered into a Subscription Agreement for the purchase of 125,000 shares of common stock of Sharecare, representing 20% of the company at the time of purchase. The aggregate purchase price for the shares was $1,250,000. In exchange for the shares, the Company contributed $250,000 worth of development work to Sharecare and issued a Secured Promissory Note to Sharecare in the principal amount of $1,000,000. The note does not bear interest unless an Event of Default (as defined in the note) occurs. The note is due and payable in full on October 30, 2010, and may be prepaid at any time without penalty or premium. For so long as principal amounts remain outstanding under the note, all amounts payable by Sharecare to the Company pursuant to the services agreement, described below, will be applied as prepayments on the note. The majority of the note has been offset by services the Company provided to Sharecare prior to the consummation of the transaction.

As part of the transactions with Sharecare, on October 30, 2009, the Company entered into a Letter Agreement for Services with Sharecare pursuant to which the Company agreed to perform services related to the design, development, hosting and related services necessary to launch and operate the Sharecare website through our direct activities and management of third party vendors. Sharecare will pay us for the fully burdened cost of our personnel dedicated to the services and other costs incurred in providing the services plus a fixed monthly management fee for services performed since July 1, 2009. The initial term of the agreement expires on December 31, 2009; thereafter the parties may enter into a new agreement for services, or Sharecare may opt to extend the services for six months to transition to another service provider. As the criteria to support the recognition of revenue related to the Letter Agreement for Services has not been met as of the accompanying balance sheet date, costs incurred by HSWI that will be included as billable services under the service agreement discussed above, are recorded as deferred charges in the condensed consolidated balance sheet as of September 30, 2009.

As part of the transactions with Sharecare, on October 30, 2009, the Company entered into an Asset Purchase Agreement under which the Company sold substantially all of the assets of its subsidiary Daily Strength, Inc. to a wholly owned subsidiary of Sharecare, Inc., DS Acquisition, Inc., in exchange for which DS Acquisition assumed the potential earn-out payments of Daily Strength under the Merger Agreement dated November 26, 2008, pursuant to which the Company acquired Daily Strength. The following table details the Daily Strength assets identified for sale that are classified in the accompanying condensed consolidated balance sheet as assets held for sale.

Property and equipment, net $ 34,616Intangibles, net 1,536,096Goodwill 1,998,586 Total assets held for sale $ 3,569,298

In accordance with SFAS 142 and the planned disposition of the Daily Strength assets, the Company performed an impairment analysis on the goodwill balance related to the Daily Strength business as of September 30, 2009. The results indicated no impairment charge was required.

Jeff Arnold, Chairman of HSWI’s Board of Directors, is the Chairman and Chief Architect and a significant stockholder of Sharecare. Additionally, Discovery Communications, Inc., HSWI’s largest stockholder, is a significant stockholder of Sharecare. HSWI’s Board of Directors established a Special Committee on May 18, 2009, consisting of three independent directors without any interests in Sharecare to evaluate and recommend the terms of these transactions to the Board. All terms recommended by the Special Committee were unanimously approved by the Board, with Mr. Arnold and Bruce Campbell, President of Digital Media and Business Development for Discovery Communications, abstaining from voting.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Information

The following Management’s Discussion and Analysis of our Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto included as part of this Form 10-Q. This Form 10-Q contains forward-looking statements based on current expectations. We sometimes identify forward-looking statements with such words as “may”, “will”, “expect”, “anticipate”, “estimate”, “seek”, “intend”, “believe” or similar words concerning future events. The forward-looking statements contained herein include, without limitation, statements concerning future revenue sources and concentration, gross profit margins, selling, general and administrative expenses, capital resources, the sufficiency of our cash resources, the expected effects of the sale of substantially all the assets of our Daily Strength business, and the effects of general industry and economic conditions and are subject to risks and uncertainties including, but not limited to, those discussed below, in Part II, Item 1A. and elsewhere in this Form 10-Q that could cause actual results to differ materially from the results contemplated by these forward-looking statements. Relevant risks and uncertainties include those referenced in our filings with the SEC, and include but are not limited to: risks related to the Sharecare transactions; reliance on third parties for content; economic and industry conditions specific to Brazil and China, such as the state of their telecommunications and internet infrastructure and uncertainty regarding protection of intellectual property; challenges inherent in developing an online business in Brazil and China, including obtaining regulatory approvals and adjusting to changing political and economic policies; governmental laws and regulations, including unclear and changing laws and regulations related to the internet sector in China; general industry conditions and competition; general economic conditions, such as online advertising rates, interest rate and currency exchange rate fluctuations; and restrictions on intellectual property under agreements with third parties. We also urge you to carefully review the risk factors set forth in Part II, Item 1A. and other documents we file from time to time with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2008.

Business Overview and Recent Events

HSW International is an online publishing company that develops and operates Internet businesses focused on providing consumers around the world with locally relevant, high quality information and ways to connect with each other. We generate revenue primarily through the sale of online advertising on our websites. Our international websites published under the HowStuffWorks brand provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. HSW International is the exclusive licensee in China and Brazil for the digital publication of translated content from HowStuffWorks.com, a subsidiary of Discovery Communications, Inc., and in China for the digital publication of translated content from World Book Encyclopedia. The DailyStrength business helps hundreds of thousands of readers share information and support on www.dailystrength.org , a comprehensive health-related social media website. As further described below, we sold the assets of Daily Strength to Sharecare Inc. and now provide development and operational services to Sharecare. On October 30, 2009, the Company entered into and effectuated a series of transactions with Sharecare, Inc. As a result of these transactions, the Company received an equity stake in Sharecare, sold substantially all of the assets of its Daily Strength subsidiary to Sharecare, agreed to provide management and website development services to Sharecare, and received a limited license to use the Sharecare web platform for its own businesses. Additionally, the Company issued a promissory note to Sharecare, the majority of which has been offset by services the Company provided to Sharecare prior to the consummation of the transaction. Finally, Sharecare assumed the potential earn-out payment of up to $3.525 million under the merger agreement by which the Company acquired Daily Strength. We entered into each of these simultaneously. Further detail on these transactions follows.

On October 30, 2009, the Company entered into a Subscription Agreement for the purchase of 125,000 shares of common stock of Sharecare, representing 20% of the company at the time of purchase. Sharecare is a healthcare platform for consumers to ask, learn and act on the questions of health. The aggregate purchase price for the shares was $1,250,000. In exchange for the shares, the Company contributed $250,000 worth of development work to Sharecare and issued a Secured Promissory Note to Sharecare in the principal amount of $1,000,000. The note does not bear interest unless an Event of Default (as defined in the note) occurs. The note is due and payable in full on October 30, 2010, and may be prepaid at any time without penalty or premium. For so long as principal amounts remain outstanding under the note, all amounts payable by Sharecare to the Company pursuant to the services agreement, described below, will be applied as prepayments on the note.

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On October 30, 2009, the Company entered into a Letter Agreement for Services with Sharecare pursuant to which the Company agreed to perform services related to the design, development, hosting and related services necessary to launch and operate the Sharecare website through our direct activities and management of third party vendors. Sharecare will pay us for the fully burdened cost of our personnel dedicated to the services and other costs incurred in providing the services plus a fixed monthly management fee for services performed since July 1, 2009. The initial term of the agreement expires on December 31, 2009; thereafter the parties may enter into a new agreement for services, or Sharecare may opt to extend the services for six months to transition to another service provider. As the criteria to support the recognition of revenue related to the Letter Agreement for Services has not been met as of the accompanying balance sheet date, costs incurred by HSWI that will be included as billable services under the service agreement discussed above, are recorded as deferred charges in the condensed consolidated balance sheet as of September 30, 2009.

On October 30, 2009, the Company entered into an Asset Purchase Agreement under which the Company sold substantially all of the assets of its subsidiary Daily Strength, Inc. to a wholly owned subsidiary of Sharecare, Inc., DS Acquisition, Inc., in exchange for which DS Acquisition assumed the potential earn-out payments of Daily Strength under the Merger Agreement dated November 26, 2008, pursuant to which the Company acquired Daily Strength. The Daily Strength assets identified for sale are classified in the accompanying condensed consolidated balance sheets as assets held for sale. The Company is in process of completing its evaluation of the accounting treatment for the transactions.

Jeff Arnold, Chairman of HSWI’s Board of Directors, is the Chairman and Chief Architect and a significant stockholder of Sharecare. Additionally, Discovery Communications, Inc., HSWI’s largest stockholder, is a significant stockholder of Sharecare. HSWI’s Board of Directors established a Special Committee consisting of three independent directors without any interests in Sharecare to evaluate and recommend the terms of these transactions to the Board.

Business Trends

Much of our business consists of websites we recently established or acquired. We expect that our business should grow as these websites achieve greater awareness within their markets, resulting in increased usage against which we can sell advertising. While significant online advertising markets exist in the United States and Brazil, we believe it will take additional time for meaningful online advertisement rates to develop in China.

Our Brazilian website ComoTudoFunciona , which launched in March 2007, is our most mature business. The number of page views for ComoTudoFunciona has decreased by 7% during the third quarter of 2009 compared to the same period in 2008 due to a change in Brazil’s school schedule; students are typical contributors to a portion of our traffic. Additionally, the number of unique visitors to the website has increased by 14% for the same periods.

Our Chinese website BoWenWang launched in June 2008, and early results show usage development consistent with a recently-launched website. Unlike in Brazil, where we established our website with significant promotional commitments from one of the country’s largest Internet portals, BoWenWang launched with a focus on organic traffic development. This has contributed to initial usage trending below that in Brazil. We believe that by focusing on developing business relationships to further the exposure of the website, we should be able to continue to grow usage. However, the current economic environment in China and the rate of development of its Internet advertising market could negatively affect the growth rate of our revenues for our Chinese business.

The number of page views for BoWenWang increased 677% during the third quarter of 2009 compared to the same period in 2008 through organic traffic growth. Additionally the number of unique visitors to the website increased 229% for the same period. We expect to see growth in the number of users and page views, which we believe should result in increased revenues for our Chinese website.

Both seasonal fluctuations in Internet usage and traditional retail seasonality have affected, and are likely to continue to affect, our business. Internet usage generally slows during the summer months, and expenditures by advertisers typically increase in the fourth quarter of each year. These seasonal trends have caused and will likely continue to cause, fluctuations in our quarterly results.

The advertising market declined overall in 2008 and the first three quarters of 2009 due to the global economic downturn. This decline affected online advertising expenditures as well, and has resulted in lower revenue for our business than expected. The economic environment might cause advertisers to continue to reduce the amount they spend on online advertising, which could negatively affect the growth rate of our revenues. The international economic challenges contributed to the impairment charge we took as of December 31, 2008 for the intangible asset of the licenses to operate in China. If operating results deteriorate or do not improve, and/or if unfavorable changes occur in other economic factors used to estimate fair values, we might incur additional non-cash impairment charges to goodwill or other intangible assets in the future.

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Recognizing the difficulty of the economic environment, we have reduced operating expenses in 2009 in an attempt to better align spending with expectations for growth. We continue to invest in building the necessary employee and systems infrastructures required to manage our growth and develop and promote our products and services. Additionally, we will maintain an awareness of the alignment of our costs and revenues, and make operating adjustments as we believe necessary to best position HSW International for success.

Business Development

On October 30, 2009, the Company joined with Dr. Mehmet Oz, Harpo Productions, Discovery Communications (NASDAQ: DISCA), Sony Pictures Television and Jeff Arnold (Chairman of our Board of Directors) to form Sharecare, Inc., which is developing an innovative healthcare platform for consumers to ask, learn and act on the questions of health.

HSW International and the other co-founders of Sharecare each hold minority equity positions in the company. Additionally, HSW International has entered into a service agreement with Sharecare to develop the company’s next generation platform and site, leveraging HSWI’s expertise in online content platforms. As part of the transaction, HSW International transferred its Daily Strength business to Sharecare.

The Sharecare website will be a highly searchable social Q&A platform, backed by a comprehensive information architecture that creates and organizes the questions of health. HSW International and the other founding partners have the license to use this platform to develop businesses in other content categories.

HSW International developed and launched Sharecare’s initial Q&A content located at http://ask.doctoroz.com , which features a subset of the initial questions and answers from Sharecare and its content partners.

Our Operations

ComoTudoFunciona – HowStuffWorks BrazilWe entered the Brazilian online publishing market in March 2007. At September 30, 2009, we had approximately 5,800 articles that were either (i) from the HowStuffWorks content database translated from English to Portuguese, or (ii) originally created content. The web site address is http://hsw.com.br/ . We are developing our business strategy in Brazil as we continue to expand by (i) adding original proprietary digital content designed to meet the information needs of the Brazilian online community, (ii) expanding the amount of translated content from HowStuffWorks, and (iii) refining local marketing strategies. We recognized approximately $33,000 and $116,000 of revenue from our Brazilian operations during the three months ended September 30, 2009 and 2008, respectively, and $114,000 and $289,000 of revenue during the nine months ended September 30, 2009 and 2008, respectively. The decrease in Brazil revenue is due to sales to affiliates recorded during 2008 that did not recur in 2009.

BoWenWang – HowStuffWorks ChinaIn June 2008, we entered China’s online publishing market utilizing the contributed assets from HowStuffWorks and our predecessor INTAC’s relationships and knowledge of the Chinese markets to obtain our internet licenses. In September 2008, we entered into an exclusive content partnership with World Book, Inc. to create thousands of original Chinese-language articles providing information on all branches of knowledge, including arts, sciences, technology, mathematics, sports and recreation, exclusively for HSW International's Beijing-based website, BoWenWang ( http://www.bowenwang.com.cn/ ). At September 30, 2009, we published approximately 9,800 articles on our Chinese website. Revenue generated from the operations based in China was approximately $9,000 and $18,000 during the three and nine months ended September 30, 2009, respectively. No revenue was generated from the operations based in China during the three and nine months ended September 30, 2008.

DailyStrengthDailyStrength.org offers content authored by medical professionals, support groups, a treatment directory with definitions, private messaging, one-on-one chat forums and personal goal trackers. DailyStrength primarily serves English-speaking territories, such as the United States, Canada, Australia and the United Kingdom. The medical panel of professionals contributes articles and journals providing insight to a number of topics relevant to the DailyStrength user group and communities. DailyStrength and its user groups create online communities and support services to help people cope with health, stress and other challenges of modern life. As mentioned above, on October 30, 2009, the Company entered into a series of transactions with Sharecare, among other things, we sold substantially all of the assets of DailyStrength to Sharecare, Inc. and obtained an equity interest in Sharecare.

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Results of Operations

The following table sets forth our operations for the three and nine months ended September 30, 2009 and 2008.



2009 2008 2009 2008

Operating revenue Social media $ 48,896 $ — $ 173,996 $ — Digital online publishing 42,171 11,056 131,555 86,734 Sales to affiliates — 105,180 — 202,328 Total revenue 91,067 116,236 305,551 289,062

Cost of services 393,267 224,861 1,156,685 790,816

Gross margin (302,200) (108,625) (851,134) (501,754)

Operating expenses Selling, general and administrative (including stock-based compensation expense of $334,675 and $1,189,689 for the three months ended September 30, 2009 and 2008, respectively, and $1,690,924 and $4,041,714 for the nine months ended September 30, 2009 and 2008, respectively) 2,713,644 3,987,151 8,731,057 12,772,433 Depreciation and amortization 123,265 62,186 360,824 147,048 Total operating expenses 2,836,909 4,049,337 9,091,881 12,919,481

Operating loss Social media (347,831) — (991,222) — Digital online publishing (486,046) (836,967) (1,387,644) (2,502,872) Business segments (833,877) (836,967) (2,378,866) (2,502,872) Corporate (2,305,232) (3,320,995) (7,564,149) (10,918,363) Total operating loss (3,139,109) (4,157,962) (9,943,015) (13,421,235)

Other income Interest income 11,160 150,454 42,910 407,713 Other income — — 160,000 — Total other income 11,160 150,454 202,910 407,713

Loss from continuing operations before income taxes (3,127,949) (4,007,508) (9,740,105) (13,013,522)

Income tax benefit 393,520 — 393,520 —

Loss from continuing operations (2,734,429) (4,007,508) (9,346,585) (13,013,522)

Loss from discontinued operations, net of income taxes — — — (133,526)

Net loss $ (2,734,429) $ (4,007,508) $ (9,346,585) $ (13,147,048)

Segment DataWe monitor and analyze our financial results on a segment basis for reporting and management purposes, as is presented in Note 3 to our Condensed Consolidated Financial Statements hereto. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

Our Social Media segment is comprised of our DailyStrength operations, which generate the majority of its revenues from the advertisers based in the United States. Our Digital Online Publishing segment consists of our Brazil and China based websites and generates revenues from advertisers in the respective countries.

RevenueTotal revenue for the three months ended September 30, 2009 was approximately $91,000, a decrease of approximately $25,000 from the comparable period in 2008. The decrease was primarily due to affiliated sales of approximately $105,000 during the third quarter of 2008 which did not recur during 2009. This decrease was partially offset by the addition of DailyStrength, our Social Media segment, to our portfolio of websites. Revenue generated from our Social Media segment and Digital Online Publishing segment was approximately $49,000 or 54% and $42,000 or 46%, respectively, of total revenue for the third quarter of 2009. For the three months ended September 30, 2009, our Brazil-based website generated approximately 39% of revenue from the Digital Online Publishing segment from paid-for-impression advertising and 61% from pay-per-performance ads. We recognized revenue of approximately $9,000 in the Digital Online Publishing segment from China during the three months ended September 30, 2009.

Total revenue for the nine months ended September 30, 2009 was approximately $306,000, an increase of approximately $16,000 from the comparable period in 2008. The increase is primarily attributable to revenues from DailyStrength, our Social Media segment. Revenue generated from our Social Media segment and Digital Online Publishing segment was approximately $174,000 or 57% and $132,000 or 43%, respectively, of total revenue for the first three quarters of 2009. In conjunction with the services agreement entered into with Sharecare on October 30, 2009, we expect to recognize approximately $700,000 for services performed between July 1, 2009 through September 30, 2009 during the fourth quarter of 2009. This revenue will be offset by the deferred charges recorded on our September 30, 2009 condensed consolidated balance sheet. For the nine months ended September 30, 2009, our Brazil-based website generated approximately 57% of its revenue from the Digital Online Publishing segment from paid-for-impression advertising and 43% from pay-per-performance ads. We recognized revenue of approximately $18,000 in the Digital Online Publishing segment from China during the nine months ended September 30, 2009.

Cost of ServicesCost of services includes the ongoing third-party costs to translate, localize and enhance articles from English to Portuguese and Mandarin Chinese, costs incurred to acquire original articles written by medical experts and other third parties, as well as site development charges. Article acquisition and translation costs were approximately $393,000 and $1,157,000 for the three and nine months ended September 30, 2009 and represent articles acquired for future publication on our websites. These costs were approximately $225,000 and $791,000, respectively, for the prior year periods. Article acquisition and article translation costs vary due to the volume of new content deployed on our site during any quarter. These costs also fluctuate due to varying needs and timing, which determine the number of articles to be published. Approximately $0.6 million of cost of services are deferred and will be recognized in the fourth quarter of 2009 when the related revenue is earned under the Sharecare services agreement.

Operations - Selling, General and Administrative ExpensesOur total selling, general and administrative expenses decreased by $1.3 million from $4.0 million to $2.7 million for the three months ended September 30, 2009 from the comparable period in 2008. Our stock-based compensation expense was $0.9 million less than the same period in 2008 reflecting our higher stock price in earlier periods. The remaining $0.4 million decrease resulted from cost reduction efforts.

Our total selling, general and administrative expenses decreased by $4.1 million from $12.8 million to $8.7 million for the nine months ended September 30, 2009 from the comparable period in 2008. Consulting, legal and accounting expenses decreased $0.7 million, which is primarily attributable to costs associated with the INTAC legacy businesses disposition during the first quarter of 2008. Additionally, our stock-based compensation expense was $2.4 million less than the same period in 2008 reflecting our higher stock price in earlier periods. The remaining $1.0 million decrease resulted from cost reduction efforts.

Operating LossOur operating loss was $0.3 million and $1.0 million for the Social Media segment, and $0.5 million and $1.4 million for the Digital Online Publishing segment, and our corporate level operating loss was $2.3 million and $7.6 million for the three and nine months ended September 30, 2009, respectively.

Other IncomeTotal other income decreased approximately $139,000 and $205,000 for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008 due to lower interest income resulting from lower cash balances and lower interest rates. The decrease for the nine months ended September 30, 2009 was partially offset by a contract termination payment from a former customer that is classified as Other Income.

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Income Tax BenefitTax benefits increased approximately $0.4 million for the three months and nine months ended September 30, 2009 due to a decrease in the valuation allowance. The valuation allowance decrease resulted from the classification of a Daily Strength indefinite lived asset as held for sale as of September 30, 2009 (See note 7). The classification of the Daily Strength indefinite lived asset as held for sale triggered a change in the nature of the indefinite lived intangible asset; therefore, the related deferred tax liability became available to offset the other deferred tax assets. Discontinued Operations - INTAC Legacy BusinessesThe $0.5 million loss from discontinued operations was reduced by a $0.4 million gain upon final disposition on February 29, 2008.

Liquidity and Capital Resources


2009 2008

Cash flows Used in operating activities $ (6,598,719) $ (8,785,700) Used in investing activities (118,606) (5,138,194) Provided by financing activities — 35,229,607Net change in cash and cash equivalents (6,717,325) 21,305,713 Impact of currency translation on cash 40,537 (77,521) Cash and cash equivalents at beginning of period 18,020,159 3,639,831Cash and cash equivalents at end of period $ 11,343,371 $ 24,868,023

Cash and cash equivalents was $11.3 million at September 30, 2009, compared to $18.0 million at December 31, 2008. The decrease in cash is primarily due to the use of working capital to fund operations.

Cash flows from operationsOur net cash used in operating activities during the nine months ended September 30, 2009 decreased by $2.2 million compared to the same period in the prior year due to cost-cutting measures and a reduction in professional fees. Net cash used in discontinued operating activities was $0.5 million for the nine months ended September 30, 2008.

Cash flows from investing activitiesDuring the nine months ended September 30, 2009, net cash used in investing activities was approximately $0.1 million compared to $5.1 million in the same period of 2008. Cash used in investing activities during the nine months ended September 30, 2008 includes $4.5 million of cash used in conjunction with the sale of our INTAC legacy businesses, and $0.5 million invested in building our technology environment and infrastructure.

Cash flows from financing activitiesFor the nine months ended September 30, 2008, net cash provided by financing activities was approximately $35.2 million resulting from the proceeds we received from the sale of our common stock during the first quarter of 2008. We had no financing activities in 2009.

Liquidity ConsiderationsThe global financial downturn continues to have a negative effect on the demand for advertising in general, including online advertising. Economic uncertainty has had and might continue to have a direct impact on our revenue as orders for online advertising have declined and our typical advertiser is spending less per order than in the prior year. Also, our businesses in Brazil and China, which were launched in the past several years, are still in an early growth stage as the related websites continue to build towards a critical mass of traffic volume. In consideration of projected market conditions and near-term revenue expectations, we implemented cost reductions at the end of our fourth quarter of 2008 to reduce headcount and better align our costs with our 2009 initiatives. We consistently monitor our cash position to make adjustments as we believe necessary to maintain our operational objectives of funding ongoing operations and continuing to make technological investments in our websites and their respective brands.

As further discussed in Item 1A. Risk Factors, the Company received a notice from the Nasdaq Stock Market indicating that it no longer complies with the requirements of Nasdaq Marketplace Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The Company has 180 calendar days, or until March 15, 2010, to regain compliance with the listing rule, which requires that shares of HSWI’s stock maintain a minimum bid price of $1.00 per share. The Company is working on plans to regain compliance with Nasdaq Marketplace Rule 5450(a)(1).

We expect to expend significant resources in expanding and gaining market share for our internet platforms in Brazil and China, including up-front expenditures to create or acquire content. We currently do not have any material commitments for capital expenditures. Our anticipated expenditures will be made in the respective markets based on our success and anticipated market conditions and trends. We expect that most of these expenditures will be paid or under commitment before we begin to realize significant revenues. Additionally, in the normal course of business, we continue to explore various business initiatives that may lead to additional sources of revenue and growth. We believe that our current cash balance and expected cash generated from future operations will be sufficient to fund operations for longer than the next twelve months even if there is not an increase in revenues. If cash on hand and generated from operations is insufficient to satisfy our working capital and capital expenditure requirements, we might sell additional equity or obtain bank financing to fund further development and attain profitability. There is no assurance that such financing will be available or that we will be able to complete financing on satisfactory terms, if at all.

We expect that our recently announced service agreement with Sharecare will generate revenues for our company. However, as Sharecare is a newly formed entity and the service agreement expires at the end of 2009, there can be no assurance that the amounts generated will be sufficient to cover our liquidity needs for the long-term.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We translate the foreign currency financial statements of our international operations into U.S. dollars at current exchange rates, except revenue and expenses, which we translate at average exchange rates during each reporting period. We accumulate net exchange gains or losses resulting from the translation of assets and liabilities in a separate section of stockholders’ equity titled “accumulated other comprehensive income (loss)”. Generally, our foreign expenses are denominated in the same currency as the associated foreign revenue, and at this stage of development the exposure to rate changes is minimal.

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and accounts receivables. At September 30, 2009, 99% of our cash was denominated in U.S. dollars. The remaining 1% was denominated in Brazilian Reais, Chinese Renminbi or Hong Kong Dollars. All our cash is placed with financial institutions we believe are of high credit quality. Our cash is maintained in bank deposit accounts, which, at times, exceed federally insured limits. We have not experienced any losses in such accounts and do not believe our cash is exposed to any significant credit risk.

We do not use financial instruments to hedge our foreign exchange exposure because the effects of the foreign exchange rate fluctuations are not currently significant. We do not use financial instruments for trading purposes. We do not use any derivative financial instruments to mitigate any of our currency risks. The net assets of our foreign operations at September 30, 2009, were approximately $0.4 million.

We have not entered into long-term agreements or borrowing arrangements with third parties under which any amounts were outstanding during 2009. Therefore, we do not believe we have any material exposure to market risk changes in interest rates.

We do not currently have any credit facilities and therefore are not subject to interest rate risk. Due to the nature of our short-term investments and our lack of debt, we have concluded that we face no material market risk exposure.

Item 4. Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this report and in any documents incorporated in this report by reference.

We are in the early development of our business and prospects are difficult to evaluate.

We have no significant operating history, and limited experience in the Chinese and Brazilian markets. We are in the early development of our business, with a limited operating history upon which investors and others can evaluate our current business and prospects. Our prospects must be considered in light of the many risks, uncertainties, expenses, delays, and difficulties frequently encountered by companies in their early stages of development. Some of the risks and difficulties we expect to encounter include our ability to:

successfully commercialize and monetize the contributed and acquired assets;continue to raise additional working capital, the lack of which would likely have a significant negative impact on our long term

business plan and our ability to take advantage of our strategic alliances and to successfully execute our expansion plan;manage our expense structure as a U.S. public company including, without limitation, compliance with the Sarbanes-Oxley Act;manage the anticipated rise in operating expenses;manage and implement successfully new business strategies;adapt and successfully execute our evolving and unpredictable business model, with which we will have only limited experience;establish and take advantage of contacts and strategic relationships;adapt to our potential diversification into other industries and geographic regions;manage and adapt to rapidly changing and expanding operations;implement and improve operational, financial and management systems and processes;respond effectively to competitive developments;attract, retain and motivate qualified personnel; andmanage each of the other risks set forth in this report.

Because of our lack of operating history and the early stage of development of our business, we will have limited insight into trends and conditions that may exist or might emerge and affect our business, especially with respect to the online publishing market. We cannot be certain that our business strategy will be successful or that it will successfully address these risks. Any failure by us to successfully implement our new business plans could have a material adverse effect on our business, results of operations and financial condition.

We may not have sufficient liquidity to support the time required for our business to fully develop.

The Company is in the process of launching Internet businesses including publishing businesses in two emerging markets. While we believe that our cash resources on hand are sufficient to fund these businesses for a period of at least 12 months, our cash resources are not sufficient to fund these businesses for an extended period beyond that unless revenues increase significantly or we find other sources of capital, neither of which can be assured. Our management and directors continually evaluate our progress and likelihood of success in each of our markets, and our ability to raise additional capital, against the relative value of our resources and other opportunities. Accordingly, we might decide to suspend our activities in one or more of our markets in order to focus our limited resources in the other(s).

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We may not succeed in marketing and monetizing our assets to potential customers or developing strategic partnerships for the distribution of our products and services.

Our plans to market and monetize our assets in the Chinese and Brazilian online markets through the Internet are new and unproven. Moreover, we will have limited experience in determining the pricing of the products and services that we plan to develop. Because we have never marketed or sold these products and services, we may not be successful in establishing a customer base or strategic partnerships for the distribution of our products and services. If we are not successful in developing, releasing and marketing these products and services on a profitable basis, our results of operations would be materially and adversely affected. We do not have significant experience in the Brazilian and Chinese marketplaces. Additionally, we may not have the resources available to simultaneously develop operations in China and Brazil. Accordingly, there may be a delay in developing such operations or we might decide not to pursue these markets, which could affect our business plan and results of operations.

The growth we seek is rare.

Substantial future growth will be required in order for us to realize our business objectives. Growth of this magnitude is rare. To the extent we are capable of growing our business as necessary, we expect that such growth will place a significant strain on our managerial, operational and financial resources. We must manage our growth, if any, through appropriate systems and controls in each of these areas. We must also establish, train and manage a larger work force. If we do not manage the growth of our business effectively, our business, results of operations and financial condition could be materially and adversely affected.

We face intense competition, which could have an adverse effect on our business, financial condition and results of operations.

The online publishing market is highly competitive. We encounter significant competition across our business lines and in each market in which we offer our products and services. In the online publishing market, we expect that our competitors will include national Internet portals in China such as Baidu, NetEase.com, Shanda Interactive Entertainment, Sina, sohu.com and tom.com; national websites in Brazil such as Terra and UOL; which will compete with us for online advertising revenue and end users. Many of our competitors have more experience, resources and visitors than us.

Resales of our common stock and additional obligations to issue our common stock may cause the market price of our stock to fall. An aggregate of 33,634,192 shares of our common stock held by INTAC affiliates, HowStuffWorks and investors that participated in our equity financings was registered and such investors could resell that stock. In addition, HowStuffWorks holds a warrant to purchase 250,000 shares of our common stock. The issuance of these new shares and the resale of additional shares of our common stock could depress the market price for our common stock.

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Various factors could negatively affect the market price or market for our common stock. The market for and price of our common stock could be affected by the following factors:

general market and economic conditions;our common stock has been thinly traded; andminimal third party research is available regarding our company.

Additionally, the terms of the HowStuffWorks December 2007 merger with Discovery provided that payment to HowStuffWorks shareholders for a significant portion of HowStuffWorks’ ownership of our common stock would not be paid at the October 2007 closing of the transaction and instead will be payable to HowStuffWorks’ former shareholders in three semi-annual installments beginning on October 2008, subject to the consent of the former shareholders’ representative. Such payments will be in the form of cash or shares of HSWI stock now held by HowStuffWorks. The amount of shares of our common stock owned by Discovery in the future may fall or rise due to a combination of reasons. All of our rights to publish HowStuffWorks content will remain effective regardless of the number of shares owned by HowStuffWorks in the future. If Discovery and HowStuffWorks’ former shareholders’ representative elect to distribute shares of our common stock to former HowStuffWorks shareholders, a significant number of shares may be sold by such shareholders relative to the daily market trading volumes for our common stock. These factors could also affect our common stock, and depress the market price for our common stock or limit the market for resale of our common stock.

Our internal control over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur. Internal control over financial reporting and disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objective will be met.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be satisfied. Internal control over financial reporting and disclosure controls and procedures are designed to give a reasonable assurance that they are effective to achieve their objectives. We cannot provide absolute assurance that all of our possible future control issues will be detected. These inherent limitations include the possibility that judgments in our decision making can be faulty, and that isolated breakdowns can occur because of simple human error or mistake. The design of our system of controls is based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions. Because of the inherent limitations in a cost effective control system, misstatements due to error could occur and not be detected.

We may have additional tax liabilities if tax positions we have taken in prior years are challenged.

We and our subsidiaries are subject to taxes in the United States and various foreign jurisdictions. We believed that our tax returns appropriately reflected our tax liability when those tax returns were filed. However, our tax positions may be challenged by the applicable tax authorities. Any successful challenge to one or more of our prior tax positions could result in a material tax liability to us or to one or more of our subsidiaries, including INTAC, for one or more prior years.

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The state of the Internet infrastructure in China and Brazil may limit our growth.

We rely on the Internet for certain aspects of our business, including the publication of content online and our Internet portals. The Internet infrastructures in China and Brazil are not well developed and are subject to regulatory control and, in the case of China, ownership by the Chinese government. The cost of Internet access is high relative to the average income in China. Failure to further develop these infrastructures could limit our ability to grow. Alternatively, as these infrastructures improve and Internet use increases, we may not be able to scale our systems proportionately. Our reliance on these infrastructures will make us vulnerable to disruptions or failures in service, without sufficient access to alternative networks and services. Such disruptions or failures could reduce our user satisfaction. Should these risks be realized, our ability to increase revenues and profitability would be impaired.

Our operations are vulnerable to natural disasters and other events.

While we believe we have adequate backup systems in place, we could still experience system failures and electrical outages from time to time in the future, which could disrupt our operations. All of our servers and routers are currently hosted in a single location, a Tier 4 data center. We do not have a documented disaster recovery plan in the event of damage from fire, flood, typhoon, earthquake, power loss, telecommunications failure, break in or similar events. If any of the foregoing occurs, we may experience a temporary system shutdown. If there is significant disruption or damage to the data center hosting our web servers, our ability to provide access to our websites would be interrupted. We do not carry any business interruption insurance. Although we carry property insurance, our coverage may not be adequate to compensate us for all losses, particularly with respect to loss of business and reputation that may occur.

Our network operations may be vulnerable to hacking, viruses and other disruptions, which could make our products and services less attractive and reliable.

Internet usage of our products could decline if any well publicized compromise of our security occurs. “Hacking” involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment. Hackers, if successful, could misappropriate proprietary information or cause disruptions in our service. We may be required to expend capital and other resources to protect our website against hackers. We cannot assure you that any measures we may take will be effective. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability, as well as materially damage our reputation and decrease our user traffic.

Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our copyrights, service marks, trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of our intellectual property by third parties may adversely affect our business and reputation. We rely on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite our precautions, it is possible for third parties to obtain and use our intellectual property without authorization. Furthermore, the validity, enforceability and scope of protection of intellectual property in Internet related industries are uncertain and still evolving. In particular, the laws of the PRC, Brazil and certain other countries are uncertain or do not protect intellectual property rights to the same extent as do the laws of the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Future litigation could result in substantial costs and diversion of resources.

We may be subject to intellectual property infringement claims, which could force us to incur substantial legal expenses and, if determined adversely against us, materially disrupt our business.

We cannot be certain that our products and services will not infringe valid patents, copyrights or other intellectual property rights held by third parties. We may in the future be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. In particular, if we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and may incur licensing fees or be forced to develop alternatives. We may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Successful infringement claims against us may result in substantial monetary liability or may materially disrupt the conduct of our business.

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Our sublicensed content is subject to the terms and conditions of agreements between HowStuffWorks and third parties.

Under the terms of our contribution agreements, HowStuffWorks transferred and contributed to us all rights, but only those rights, that belong to and are held by HowStuffWorks pursuant to third-party licenses. Some of those licenses, including those with Publications International, Inc., contain restrictions on the use of content and termination provisions for breaches of the license agreements. Accordingly, a breach of any third party license by HowStuffWorks may cause us to lose our license with such third party, which could have a material adverse effect on the implementation of our business plan, value of our content offering and results of our operations.

A slowdown or other adverse developments in the PRC or Brazil economy may materially and adversely affect our customers, demand for our services and our business.

Although the PRC economy has grown significantly in recent years, we cannot assure you that such growth will continue and we may be sensitive to a slowdown in economic growth or other adverse changes in the PRC and Brazil economies. This is particularly true in light of current financial and economic uncertainties. In response to adverse economic developments, companies may reduce spending on marketing and advertising. As a result, a slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in China or Brazil may materially reduce the demand for our services and materially and adversely affect our business.

PRC laws and regulations related to the PRC Internet sector are unclear and will likely change in the near future. If we are found to be in violation of current or future PRC laws or regulations, we could be subject to severe penalties.

The PRC regulates its Internet sector by making pronouncements or enacting regulations regarding the legality of foreign investment in the PRC Internet sector and the existence and enforcement of content restrictions on the Internet. There are substantial uncertainties regarding the interpretation of current PRC Internet laws and regulations, including those discussed below.

The PRC enacted regulations applying to Internet related services and telecommunications related activities. While many aspects of these regulations remain unclear, they purport to limit and require licensing of various aspects of the provision of Internet information services. The MII (Ministry of Information Industry) has also stated that the activities of Internet content providers are subject to regulation by various PRC government authorities, depending on the specific activities conducted by the Internet content provider. Various government authorities have stated publicly that they are in the process of preparing new laws and regulations that will govern these activities. The areas of regulation currently include online advertising, online news reporting, online publishing, online securities trading and the provision of industry specific (e.g., drug related) information over the Internet. Other aspects of our online operations may be subject to regulation in the future.

Under the agreement reached in November 1999 between the PRC and the United States concerning the United States’ support of China’s entry into the World Trade Organization, or the WTO, foreign investment in PRC Internet services was to be liberalized to allow for 30% foreign ownership in key telecommunication services, including PRC Internet ventures, for the first year after China’s entry into the WTO, 49% in the second year and 50% thereafter. China officially entered the WTO on December 11, 2001. However, the implementation of China’s WTO accession agreements is still subject to various conditions.

The interpretation and application of existing PRC laws and regulations, the directives of the MII and the possible new laws or regulations have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, PRC Internet companies, including us. Accordingly, it is possible that the relevant PRC authorities could, at any time, assert that any portion or all of our ownership structure and business violate existing or future PRC laws, regulations or policies. It is also possible that the new laws or regulations governing the PRC Internet sector that have been adopted or may be adopted in the future will prohibit or restrict foreign investment in, or other aspects of, any of our proposed businesses and operations. In addition, these new laws and regulations may be retroactively applied to us.

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If we are found to be in violation of any existing or future PRC laws or regulations, the relevant PRC authorities would have broad discretion in dealing with such violation, including, without limitation, the following:

levying fines;confiscating our income;revoking our business licenses;pursuing criminal sanctions against our business and personnel;shutting down our servers and/or blocking our websites;requiring us to restructure our ownership structure or operations; andrequiring us to discontinue any portion or all of our Internet business.

Any of these actions could have a material adverse effect on our financial condition and results of operations.

The online advertising markets in China and Brazil are still developing, and present risk to our revenues to be generated from our online publishing business using the contributed assets.

Our online publishing businesses in China and Brazil are expected to derive significant revenue from online advertisements. The online advertising markets in China and Brazil are still developing, and future growth and expansion of these markets is uncertain. If these online advertising markets do not grow at expected rates, our results of operations and financial condition will be materially adversely affected.

Our international operations subject us to other significant risks including unpredictable governmental regulation in China and Brazil.

Our international operations expose us to a wide variety of other risks including increased credit risks, customs duties, import quotas and other trade restrictions, potentially greater inflationary pressures, and the risk of failure or material interruption of wireless systems and services. Changes may occur in foreign trade and investment laws in the territories and countries where we will operate. U.S. laws and regulations relating to investment and trade in foreign countries could also change to our detriment. Any of these factors could materially and adversely affect our revenues and profits. We are subject to risk of political instability and trade sanctions within China.

China has traditionally been a closed market with strict political controls. As China shifts to a market economy, growing economic and social freedoms may conflict with the more restrictive political and governmental policies. In addition, democratic countries throughout the world have, from time to time, attempted to use economic and other sanctions to achieve political or social change in other countries. Each of these factors could result in economic sanctions, economic instability, the disruption of trading and war within China and the Asia Pacific Rim, any of which could result in our inability to conduct business operations in China. Because we expect a substantial amount of our business to be within China in the long term, the disruption of distribution channels into China would have material and adverse consequences to our business.

In the past, the Brazilian government has intervened in the Brazilian economy and occasionally made drastic changes in economic policy. The Brazilian government’s actions to control inflation and affect other policies have included high interest rates, wage and price controls, currency devaluations, capital controls and limits on exports, among other actions. Our business, financial condition, revenues, results of operations, prospects and the market price of our securities may be adversely affected by changes in Brazilian government policies, as well as general economic factors, including:

currency fluctuations;exchange controls and restrictions on remittances abroad, such as those that were briefly imposed on such remittances (including

dividends) in 1989 and in the beginning of 1990;inflation;price instability;energy policy;interest rate increases;liquidity of domestic capital and lending markets;changes in tax policy; andother political, domestic, social and economic developments in or affecting Brazil.

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Also, the President of Brazil has considerable power to determine governmental policies and actions that relate to the Brazilian economy and, consequently, affect the operations and financial performance of businesses operating in Brazil. We have no control over, and cannot predict what policies or actions the Brazilian government may take in the future.

Further risks relating to international operations include, but are not restricted to, unexpected changes in legal and regulatory requirements, changes in tariffs, exchange rates and other barriers, political and economic instability, possible effects of war and acts of terrorism, difficulties in account receivable collection, difficulties in managing distributors or representatives, difficulties in staffing and managing international operations, difficulties in protecting our intellectual property overseas, seasonality of sales and potentially adverse tax consequences. Any of these factors could materially and adversely affect our revenues and profits.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively. Some of our operating expenses are denominated in Chinese Renminbi. Currently, we may purchase foreign exchange for settlement of “current account transactions” without the approval of the Chinese State Administration for Foreign Exchange, or SAFE. We may also retain foreign exchange in our current account (subject to a ceiling approved by the SAFE) to satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase and retain foreign currencies in the future.

Additionally, some of our revenues and operating expenses are denominated in Brazilian Reais . Brazilian law allows the Brazilian government to impose restrictions on the conversion of the Real into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Brazil. The government may impose such restrictions whenever there is a serious imbalance in Brazil’s balance of payments or there are reasons to foresee a serious imbalance. The Brazilian government last imposed remittance restrictions for approximately six months in 1989 and early 1990. The likelihood that the Brazilian government would impose such restrictions again depends on the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole, Brazil’s policy toward the International Monetary Fund and other factors.

Since a significant amount of our revenues will be denominated in Renminbi, existing and future restrictions on the exchange of Renminbi to other currencies may limit our ability to use revenue generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies. Similarly, in the event that a significant amount of our revenues are denominated in Reais , any future restrictions on the exchange of Reais for other currencies or the remittance to foreign investors of proceeds from their investments in Brazil may limit our ability to use revenue generated in Reais to fund our business activities outside Brazil, or expenditures denominated in foreign currencies.

We are subject to risks of currency fluctuations and exchange restrictions.

Currency fluctuations, devaluations and exchange restrictions may adversely affect our liquidity and results of operations. In some countries, local currencies are not readily converted into Euros or U.S. dollars (or other “hard currencies”) or are only be converted at government controlled rates, and, in some countries, the transfer of hard currencies offshore has been restricted from time to time. Very limited hedging transactions are available in China to reduce its exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure, if at all. Our revenues as expressed in our U.S. dollar financial statements will decline in value if Renminbi or Reais depreciate relative to the U.S. dollar. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into U.S. dollars or by Brazilian exchange control regulations that restrict our ability to convert Reais into U.S. dollars.

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Regulation and censorship of information collection and distribution in China may adversely affect our business.

China has enacted regulations governing Internet access and the distribution of news and other information. Furthermore, the Propaganda Department of the Chinese Communist Party has been given the responsibility to censor news published in China to ensure, supervise and control a particular political ideology. In addition, the MII has published implementing regulations that subject online information providers to potential liability for content included on their portals and the actions of subscribers and others using their systems, including liability for violation of PRC laws prohibiting the distribution of content deemed to be socially destabilizing. Because many PRC laws, regulations and legal requirements with regard to the Internet are relatively new and untested, their interpretation and enforcement involve significant uncertainty. In addition, the PRC legal system is a civil law system in which decided legal cases have limited binding force as legal precedents. As a result, in many cases it is difficult to determine the type of content that will result in liability for a website operator.

Periodically, the Ministry of Public Security has stopped the distribution over the Internet of information which it believes to be socially destabilizing. The Ministry of Public Security has the authority to cause any local Internet service provider to block any website maintained outside China at its sole discretion. If the PRC government were to take action to limit or eliminate the distribution of information through our portals or to limit or regulate current or future applications available to users of our portals, our business would be adversely affected.

The State Secrecy Bureau, which is directly responsible for the protection of state secrets of all PRC government and Chinese Communist Party organizations, is authorized to block any website it deems to be leaking state secrets or failing to meet the relevant regulations relating to the protection of state secrets in the distribution of online information. Under the applicable regulations, we could be held liable for any content transmitted on our portal. Furthermore, where the transmitted content clearly violates the laws of the PRC, we will be required to delete it, and where the transmitted content is considered suspicious, we are required to report such content. We must also undergo computer security inspections, and if we fail to implement the relevant safeguards against security breaches, our operations in the PRC could be shut down.

Although the PRC has several laws and regulations relating to the use of the Internet, addressing personal privacy in use of the Internet and the freedom of communications, the PRC government does not restrict online service providers in the collection, transmission and commercial use of personal information or data. Personal data is protected from unlawful use by general statutes and by any contractual arrangement between the user and the service provider.

Since spring of 2005, the National People’s Congress and the State Council have begun legislative review of a draft Law for Protection of Personal Information which provides a wider scope of information protection than that required to protect the personal privacy of a citizen. Cellular phone number, home address, medical files and occupational information will all be protected under the draft law. The draft further provides that usage of such personal information by service providers (excluding the national security authority, research institutions, and news agency) shall be subject to the prior authorization of each individual and violation under this law could result in administrative, civil, and even criminal liabilities. If regulations are adopted addressing the collection, transmission and commercial use of personal information or data, we could be subject to these penalties, aspects of our business plan could no longer be viable and our business would thus be adversely affected.

Potential additional Chinese regulation could affect our business in China.

The Ministry of Information Industry, the Chinese governmental agency that regulates the Internet in China, promulgated a directive effective January 31, 2008, providing that online videos can only be broadcast or streamed by state-owned or controlled companies. Subsequently, the Ministry of Information Industry acted to provide exceptions for certain non-state-owned or controlled companies. While it is possible that our Chinese website would not be permitted to display online videos, which could have a material effect on the content provided on such website, it is not yet clear what, if any, effect this regulation has upon our business in China.

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Political and economic policies of the PRC government could affect our business.

A significant portion of our business, assets and operations are located in China and a significant portion of our future revenues are expected to be derived from our operations in China. Accordingly, our business could be adversely affected by changes in political, economic or social conditions in China, adjustments in PRC government policies or changes in laws and regulations.

The economy of China differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development in a number of respects, including:

structure;level of government involvement;level of development;level of capital reinvestment;growth rate;control of foreign exchange; andmethods of allocating resources.

Since 1949, China has been primarily a planned economy subject to a system of macroeconomic management. Although the Chinese government still owns a significant portion of the productive assets in China, economic reform policies since the late 1970s have emphasized decentralization, autonomous enterprises and the utilization of market mechanisms. We cannot predict what effects the economic reform and macroeconomic measures adopted by the Chinese government will have on our business or results of operations.

The PRC legal system embodies uncertainties that could limit the legal protections available to us.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. We are subject to laws and regulations applicable to foreign investment in mainland China. However, these laws, regulations and legal requirements are relatively recent, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors. In addition, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the Internet, our ownership structure and currency exchange, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

It may be difficult to enforce any civil judgments against us or our Board of Directors or officers, because in the future a significant portion of our assets could be located outside of the United States.

Although the combined company is incorporated in the State of Delaware, in the future a substantial portion of our assets could be located in the PRC. As a result, it may be difficult for investors to enforce outside the United States any actions brought against us in the United States, including actions predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. In addition, certain of our directors and officers and all or a substantial portion of their assets may be located outside the United States (principally in the PRC). As a result, it may not be possible for investors to effect service of process within the United States upon those directors and officers, or to enforce against them or us judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or of the securities laws of any state of the United States. There is doubt as to the enforceability in the PRC, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state of the United States.

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If we are not able to attract and retain key management and consultants, we may not successfully integrate the contributed assets into our historical business or achieve our other business objectives.

We will depend upon our senior management and consultants for our business success. The loss of the service of any of the key members of our senior management may significantly delay or prevent the integration of the contributed assets and other business objectives. Our ability to attract and retain qualified personnel, consultants and advisors will be critical to our success. We may not be able to attract and retain these individuals, and our failure to do so would adversely affect our business.

The concentration of our stock ownership will likely limit your ability to influence corporate matters and may create conflicts of interest. HowStuffWorks, a subsidiary of Discovery, beneficially owns a significant percentage of our outstanding common stock and entered into a stockholders agreement. The stockholders agreement entitles HowStuffWorks to designate nominees to our Board of Directors. Furthermore, Jeff Arnold, our current Chairman of the Board, is the Chief of Global Digital Strategy for Discovery, and another member of our Board of Directors is President-Digital Media and Business Development for Discovery. As a result, HowStuffWorks has the ability to influence our management and affairs and determine the outcome of matters submitted to stockholders for approval, including the election and removal of directors, amendments to the charter, approval of equity-based employee compensation plans and any merger, consolidation or sale of all or substantially all of our assets. The interests of HowStuffWorks and its affiliates may materially conflict with the interests of other shareholders. For as long as they exert a controlling influence over our business affairs, they will have the ability to cause us to take actions that may be adverse to the interests of other shareholders or inconsistent with other shareholders’ investment objectives.

The concentration of our stock ownership, as well as our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, stockholders agreement and Delaware law contain provisions that may make our acquisition more difficult without the approval of our Board of Directors, which could discourage, delay or prevent a transaction involving our change of control.

As of September 30, 2009, HowStuffWorks owned approximately 43% of our outstanding shares of common stock. As a result, it will be difficult for our other stockholders to approve a takeover of us without the cooperation of HowStuffWorks.

Furthermore, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain certain anti-takeover provisions, including but not limited to the following provisions:

only our Board of Directors may call special meetings of our stockholders;our stockholders may take action only at a meeting of our stockholders and not by written consent;we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without

stockholder approval; andSEC Rule 14a-8 requires that we receive notice of stockholder proposals at least 120 days prior to the date of our proxy statement for

the previous year’s annual meeting or we do not have to include them in our proxy materials; andfor stockholder proposals not requested to be included in our proxy materials under Rule 14a-8, we require advance notice of not less

than 60 nor more than 90 days prior to a meeting for the proposal to be introduced and considered.

In addition, the stockholders agreement gives HowStuffWorks the right to designate nominees to our Board of Directors.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change of control of us. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to cause us to take other corporate actions you desire.

Section 203 of the Delaware General Corporation Law may also delay, defer or prevent a change in control that our stockholders might consider to be in their best interest. We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that such stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control of us that our stockholders consider to be in their best interest.

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Acquisitions, business combinations and other transactions present integration risk and may have negative consequences for our business and our stockholders. The process of integrating acquired businesses into our existing operations may result in unforeseen difficulties and liabilities and may require a disproportionate amount of resources and management attention. Difficulties that we encounter in integrating the operations of acquired businesses could have a material adverse effect on our results of operations and financial position. Moreover, we may not realize any of the anticipated benefits of an acquisition and integration costs may exceed anticipated amounts. We may enter into joint ventures, strategic alliances or similar arrangements with third parties. These transactions result in changes in the nature and scope of our operations and changes in our financial condition. Financing for these transactions may come from cash on hand, proceeds from the issuance of additional common stock or proceeds from debt financing. The issuance of additional equity or debt securities could:

cause substantial dilution of the percentage ownership of our stockholders at the time of the issuance;cause substantial dilution of our earnings per share;subject us to the risks associated with increased leverage;subject us to restrictive covenants that could limit our flexibility in conducting future business activities; andadversely affect the prevailing market price for our outstanding securities.

We may not be able to raise additional funds when needed for our business or to exploit opportunities.

We may need to raise additional funds to support expansion, develop new or enhanced applications and services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If required, we may attempt to raise such additional funds through public or private debt or equity financing, strategic relationships or other arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all, or that such financing will not be dilutive to our stockholders.

We generate our revenue almost entirely from advertising, and the reduction in spending by or loss of advertisers could seriously harm our business.

We generated the majority of our revenues in 2008 and the first nine months of 2009 from our advertisers. The global financial crisis continues to have a negative effect on the demand for advertising in general, including online advertising. Economic uncertainty has had and might continue to have a direct impact on our revenue as orders for online advertising have declined and our typical advertiser is spending less per order than in the prior year. We cannot predict the timing, strength or duration of the current economic slowdown or subsequent economic recovery generally or in the online advertising market. If the economy or markets in which we operate continue to worsen, our business, financial condition and results of operations will likely be materially and adversely affected. Our advertisers can generally terminate their contracts with us at any time. Advertisers will not continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do not deliver their advertisements in an appropriate and effective manner. If we are unable to be competitive and provide value to our advertisers, they may stop placing ads with us, which would negatively harm our revenues and business. In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Any decreases in or delays in advertising spending due to general economic conditions could reduce our revenues or negatively impact our ability to grow our revenues.

We may not be able to remain listed on the Nasdaq Stock Market.

On September 16, 2009, we received a notice from the Nasdaq Stock Market indicating that we no longer comply with the requirements of Nasdaq Marketplace Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The rule requires that shares of HSWI’s stock maintain a minimum bid price of $1.00 per share.

We have 180 calendar days, or until March 15, 2010, in which to regain compliance with the listing requirement. If we do not regain compliance prior to the expiration of the 180-day grace period, Nasdaq will provide written notice that HSWI’s securities are subject to delisting. Alternatively, we may be eligible for an additional 180-day grace period if we meet the initial listing standards, with the exception of bid price, for the Nasdaq Capital Market. To avail ourselves of this option, we will need to submit an application to transfer our securities to the Nasdaq Capital Market.

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Our investment in Sharecare’s equity securities involves a substantial degree of risk .

Our investment in Sharecare’s equity securities is illiquid and might fail to appreciate and might decline in value or become worthless. Our Sharecare equity securities likely will not pay current dividends, and our ability to realize a return on our investment, as well as to recover our investment, will be dependent on the success of Sharecare. Sharecare is a recently-formed company with no history of operations. Its prospects must be considered in light of the many risks, uncertainties, expenses, delays and difficulties encountered by companies in their early stages of development. Moreover, Sharecare operates in the highly competitive internet industry and might not achieve profitability or consumer acceptance in the near-term, if ever.

Even if Sharecare is successful, our ability to realize the value of our investment might be limited. As a private company, there is no public market for Sharecare’s securities, and the Sharecare securities are subject to restrictions on resale that might prevent us from selling these securities during periods in which it would be advantageous to do so. As a result, we might have to wait for a liquidity event, such as a public offering or the sale of Sharecare, to realize the value of our investment, if any. It is likely to take a significant amount of time before a liquidity event occurs.

Two of our stockholders also have substantial Sharecare investments, and potential conflicts of interests could harm us.

Jeff Arnold, our Chairman of the Board of Directors, and Chief of Global Digital Strategy for Discovery Communications, Inc., the parent company of HowStuffWorks, together with Discovery Communications, Inc., beneficially own over 40% of our common stock. Mr. Arnold is also Chairman and Chief Architect of Sharecare. As a result, Mr. Arnold and Discovery Communications have the ability to significantly influence and manage the affairs of both companies and determine the outcome of matters submitted for approval to stockholders of each company. If HSWI and Sharecare’s interests diverge, there is a risk that Mr. Arnold or Discovery Communications will favor actions by Sharecare that are adverse to HSWI. Additionally, as a member of our Board, Mr. Arnold’s ownership interest in Sharecare will disqualify him from some deliberations of our Board. Bruce Campbell, a member of our Board of Directors, is President of Digital Media and Business Development for Discovery Communications. As a member of our Board, Mr. Campbell’s position with Discovery Communications, which holds an ownership interest in Sharecare, will disqualify him from some deliberations of our Board. Additionally, if HSWI and Sharecare’s interest diverge, there is a risk that Mr. Campbell or Discovery Communications will favor actions by Sharecare that are adverse to HSWI.

Our services agreement with Sharecare will soon expire, and we might not be able to negotiate a new agreement on as favorable terms, if at all.

We currently provide web development, design and management services to Sharecare under a services agreement. This agreement will expire in December 2009 unless the Company and Sharecare agree to extend the term or the Company and Sharecare enter into a new services agreement. If neither occurs, Sharecare may extend the term for up to six months to transition the services performed by the Company for Sharecare to a new service provider. We are in the process of negotiating a new services agreement with Sharecare but might not be able to reach an agreement on as favorable terms as the existing services agreement, if at all.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of HSW International, Inc. (filed as Exhibit 99.2 to the Form 8-A filed on October 3, 2007 and incorporated herein by reference).

Exhibit 3.2 Second Amended and Restated Bylaws of HSW International, Inc. (filed as Exhibit 3.2 to the Form 8-K filed on December 18, 2007 and incorporated herein by reference).

Exhibit 10.26 Letter Agreement by and between HSW International, Inc. and Gregory Swayne dated September 28, 2009.

Exhibit 10.27 Confidential Separation and Release Agreement dated as of September 28, 2009 by and between HSW International, Inc. and Henry Adorno.

Exhibit 10.28 Asset Purchase Agreement by and among HSW International, Inc., Daily Strength, Inc., DS Acquisition, Inc. and Sharecare, Inc., dated as of October 30, 2009.

Exhibit 10.29 Subscription Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009.

Exhibit 10.30 Secured Promissory Note issued by HSW International, Inc. to Sharecare, Inc., dated as of October 30, 2009.

Exhibit 10.31† Letter Agreement for Services Agreement by and between HSW International, Inc. and Sharecare, Inc., dated as of October 30, 2009.

Exhibit 10.32 License Agreement dated as of October 30, 2009, by and among HSW International, Inc., Sharecare Inc. ZoCo 1, LLC, Discovery SC Investment, Inc., Oz Works, L.L.C., and Arnold Media Group, LLC.

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Title 18 of the United States Code Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

_________________________________† The registrant has requested confidential treatment with respect to portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the United States Securities and Exchange Commission. * This exhibit is hereby furnished to the SEC as an accompanying document and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Section nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HSW INTERNATIONAL, INC.

Date: November 16, 2009 By: /s/ Shawn G. MeredithShawn G. MeredithChief Financial Officer

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Exhibit 10.26

September 28, 2009

Mr. Gregory Swayne

Dear Greg:

On behalf of HSW International, Inc. (“ HSW International ” or the “ Company ”), I am pleased to offer you employment as Chief Executive Officer of HSW International under the terms set forth below in this letter agreement (the “ Letter Agreement ”), commencing on September 28, 2009 (the “ Commencement Date ”). The terms of your employment are set forth as follows:

1. Services and Duties.

(a) Position . You will serve as Chief Executive Officer of HSW International, and shall perform all duties consistent with that position and such duties as shall be reasonably prescribed from time to time by the Company, including without limitation general supervision, direction, and control of the business of HSW International, subject to the control of the Board of Directors of the Company (the “ Board ”) and its committees. You also agree to serve without additional remuneration in such other executive or director capacity as directed by the Board for one or more direct or indirect subsidiaries of the Company.

(b) Devotion of Time . During the term of this Letter Agreement, you agree to devote your full attention, energies and best efforts to rendering services on behalf of HSW International (or its parent, subsidiaries or other affiliates if directed to do so by the Company). You shall not engage in any outside employment without the express written consent of the Company. Notwithstanding the above, you shall be permitted, to the extent such activities do not substantially interfere with the performance of your duties and responsibilities hereunder to (i) manage your personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees (it being expressly understood and agreed that your continuing to serve on any such board and/or committees on which you are serving, or with which you are otherwise associated, as of the Commencement Date, shall be deemed not to interfere with the performance of your duties and responsibilities under this Letter Agreement), (iii) investing or trading in stocks, bonds, commodities or other forms of investment, including real property; and, (iv) continue serving on the board of directors of Airsage, Inc.

2. Term .

This term of this Letter Agreement shall begin on the Commencement Date and, unless earlier terminated as provided herein, shall end on the third anniversary of the Commencement Date (the “ Term ”). Thereafter, this Letter Agreement shall terminate,

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and, unless either party shall elect in writing not to continue your employment with the Company, you shall become an at-will employee of the Company.

3. Compensation and Related Matters .

(a) Base Salary . Your starting salary upon the Commencement Date will be $22,916.67 per month ($275,000 annually) through December 31, 2009, and then will increase to $25,000 per month ($300,000 annually) (the “ Base Salary ”). The Base Salary will be paid to you (minus applicable federal, state and local payroll taxes, and other withholdings required by law or authorized by you) in accordance with HSW International’s normal payroll practices. The Compensation Committee of the Board will review your Base Salary compensation for any discretionary merit-based increases on January 1, 2011, and January 1, 2012.

(b) Bonus Compensation . In addition to the Base Salary, you will be eligible for an annual discretionary bonus to be determined by the Board based on performance criteria of you and the Company to be discussed with and communicated to you within sixty days by the Compensation Committee of the Board (“ Bonus Plan ”).

(c) Expenses . During your employment hereunder, you shall be entitled to receive prompt reimbursement for all reasonable business and entertainment expenses incurred by you in performing services hereunder, provided that you properly account therefor to the Company. All such reimbursements shall be subject to HSW International’s policies and procedures.

(d) Other Benefits . Beginning on the Commencement Date, you shall be entitled to participate in other benefit plans to which you are eligible pursuant to Company policy, which may be amended from time to time in the Company’s discretion, and the applicable plan documents (the “ Standard Benefit Plans ”). Such shall include medical and health benefit plans consistent with those granted other executives in the Company.

(e) Vacations . You shall be entitled to four weeks of paid vacation per year in accordance with HSW International’s policies and procedures.

(f) Stock Options . HSW International will grant to you options to acquire 410,000 shares of HSW International’s common stock (the “ Options ”) in accordance with the Company’s 2006 Equity Incentive Plan (the “ Incentive Plan ”). The Options represent the entirety of the stock-based compensation that you will receive during the Term. You acknowledge that the grant date for the Options is anticipated to be approximately one week following the Company’s public disclosure of its anticipated entrance into a transaction agreement with ShareCare, Inc. Unless otherwise defined herein, capitalized terms used in this sub-Section have the meanings assigned such terms in the Incentive Plan. The Award Agreement will reflect HSW International’s standard terms and conditions for stock option grants except as follows:

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(i) The Options shall have an exercise price equal to 100% of the Fair Market Value on the date of the Award.

(ii) Fifty thousand shares of the Options shall become immediately vested upon the

Commencement date, and 1/36 th of the remainder shall become fully vested on each monthly anniversary of the Commencement Date for the Term. Except as provided elsewhere in this Letter Agreement, vesting shall occur at the times indicated only if you remain an employee of the Company and this Letter Agreement is then in effect.

(iii) If either party should terminate your employment and this Letter Agreement for any reason,

then all un-vested Options shall terminate with such termination.

(iv) The term of the Option will be ten years from the date of the Award Agreement (“ Option Term ”).

(v) Options that are vested shall be irrevocable and may be exercised in whole or in part, by you,

your heirs or estate, for the full remaining Option Term so long as you remain an employee of the Company. Otherwise, all Options held by you shall terminate and no longer be exercisable one year from the termination of your employment with HSW International for any reason.

(vi) If a Change in Control (as defined below) should occur during the Term, then all un-vested

Options shall become fully vested as of the date of said Change in Control. “Change of Control” means any of the following: (a) a merger or consolidation of HSW International into or with any other person or persons, or a transfer of equity interests in a single transaction or a related series of transactions, in which in any case the equity holders of HSW International immediately prior to such merger, consolidation, sale, exchange, conveyance or other disposition or first of such series of transactions possess less than a majority of the voting power of Employer’s or any successor entity’s issued and outstanding equity securities immediately after such transaction or series of such transactions; or (b) a single transaction or related series of transactions, pursuant to which a person or persons acquire all or substantially all of HSW International’s assets determined on a consolidated basis.

4. Termination .

During the Term, your employment hereunder may be terminated by HSW International or by you under the following circumstances:

(a) Mutual Agreement . Your employment may be terminated by mutual written agreement between you and the Company.

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(b) Death . Your employment shall terminate immediately upon your death.

(c) Disability . The Company may terminate your employment if you are unable to perform the essential functions of your job under this Letter Agreement due to a physical or mental impairment (“ Disability ”). However, under no circumstances will the Company terminate your employment pursuant to its rights in this subsection provided that such Disability does not continue past 120 days from the point the Company notifies you in writing of your Disability.

(d) Cause . Your employment may be terminated immediately for Cause. “Cause” means the occurrence or existence of any of the following with respect to you, as determined in good faith by the Board (with your abstaining if then a member of the Board):

(i) any act of dishonesty resulting in a materially adverse effect upon the Company or material misappropriation, embezzlement, fraud or similar conduct involving HSW International or any affiliate;

(ii) the conviction or a plea of nolo contendere, guilty or the equivalent with respect to a felony charge or crime involving moral turpitude or dishonesty;

(iii) any intentional damage by you of a material nature to any property of HSW International or any affiliate;

(iv) conduct by you which constitutes gross negligence in serving in your capacity as an employee of the Company or any affiliate which includes, but is not limited to, the disclosing of trade secrets or confidential information of the Company or any affiliate to persons not entitled to receive such information;

(v) any breach of any non-competition or non-solicitation agreement between you and HSW International or any affiliate;

(vi) any material breach by you of any material obligation under this Letter Agreement, or fiduciary duties to HSW International or any affiliate which is not cured by you within 30 days of receipt of written notice specifying such breach; or

(vii) the engaging by you in employment practices which violate federal, state or local law.

(e) Termination Without Cause . Notwithstanding any provisions of this Letter Agreement to the contrary, prior to the expiration of the Term, HSW International may terminate your employment for any reason other than those specified in the foregoing paragraphs (a), (b), (c) or (d) (or for no reason) at any time effective upon delivery of 30 days written notice by the Board, provided that the Company may at its election provide continued Base Salary payments and medical and health benefits for all or a portion of such thirty (30) day period in lieu of such notice.

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(f) Termination by You with Notice . You may terminate your employment (resign) at any time effective upon 30 days

written notice to the Board, provided that the Company may at its election provide continued Base Salary payments and medical and health benefits for all or a portion of such thirty (30) day period in lieu of such notice.

(g) Expiration at End of Term . The Employer may permit this Letter Agreement to expire, by its terms, upon the giving of written notice thereof to Executive at least 90 days prior to the expiration of the Term.

5. Compensation and Payments Upon Termination .

You will be entitled to the following compensation from HSW International (in lieu of all other sums payable to you hereunder) upon the termination of your employment.

(a) Mutual Agreement . If your employment is terminated as a result of mutual agreement, HSW International shall pay your Base Salary, plus all accrued, earned and unused benefits under the Standard Benefit Plans, in each case, through the date of termination, plus the amount actually earned under any Bonus Plan (i.e., prorated for any year less than a full calendar year) as of the date of your termination, and you will be entitled to receive any vested pension and retirement benefits (for all purposes of this Letter Agreement, all such accrued, earned and unpaid items through the applicable date of termination (minus applicable federal, state and local payroll taxes, and other withholdings required by law or authorized by you) are referred to as the “Earned Amounts”).

(b) Death . If your employment is terminated as a result of death, HSW International will pay to your estate the Earned Amounts and shall have no further obligations to you or your heirs or estate.

(c) Disability . If your employment is terminated as a result of Disability, you will be provided long term disability benefits to which you may be eligible (if any), in accordance with HSW International’s then existing Standard Benefit Plans and HSW International shall pay to you the Earned Amounts and shall have no further obligations to you.

(d) Cause . If your employment is terminated for Cause, HSW International shall pay to you the Earned Amounts and shall have no further obligations to you.

(e) Termination Without Cause . If HSW International shall elect to terminate your employment for a reason other than those described in (a), (b), (c), (d) or (g) of Section 4 of this Letter Agreement (or for no reason), then, HSW International shall pay to you the following and shall have no further obligations to you:

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(i) the Earned Amounts; plus,

(ii) your Base Salary and medical and health benefits in effect as of the date of termination for a period of: (A) twelve months from the date of termination if such occurred prior to October 1, 2010; (B) nine months from the date of termination if such occurred between October 1, 2010, and September 30, 2011; or (C) six months from the date of termination if such occurred between October 1, 2011 and the end of the Term, such period not to extend beyond the original end of the Term; each, payable (minus applicable federal, state and local payroll taxes, and other withholdings required by law or authorized by you) as if you remained an active employee of the Company (the “ Severance Payment ”); provided , however , no Severance Payment shall be payable under this Subsection 5(e)(ii) unless you execute and deliver to the Company, in a form acceptable to the Company and its counsel, a general release of claims against the Company (the “Release”), which Release is not revoked by you within any time period allowed for revocation under applicable law. Such Release must be signed by you and any revocation period must have expired within sixty (60) days after the effective date of your termination of employment.

(f) Termination by You with Notice . In the event that you terminate your employment (resign), HSW International shall pay to you the Earned Amounts and shall have no further obligations to you.

(g) Expiration at End of Term . In the event HSW International elects to permit this Letter Agreement to expire by its own terms, pursuant to the provisions of Section 4(g), HSW International will pay to you the Earned Amounts through the end of the Term and shall have no further obligations to you.

6. Non-Disclosure .

(a) Proprietary Information . By virtue of your employment with HSW International, you will have access to confidential, proprietary, and highly sensitive information relating to the business of the Company and which is a competitive asset of the Company (“ Proprietary Information ”). Such Proprietary Information includes all information that relates to the business of the Company, which is or has been disclosed to you orally or in writing by the Company or obtained by virtue of work performed for the Company, is or was developed by the Company, and is not generally available to or known by individuals or entities within the industry in which the Company is or may become engaged or readily accessible by independent investigation. The Proprietary Information sought to be protected includes, without limitation, information pertaining to: (i) the identities of customers and clients with which or whom the Company does or seeks to do business, as well as the point of contact persons and decision-makers at these customers and clients, including their names, addresses, e-mail addresses and positions; (ii) the past or present purchasing history and the past and/or current job requirements of

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each past and/or existing customer and client; (iii) the volume of business and the nature of the business relationship between the Company and its customers and clients; (iv) the pricing of the Company’s products or services, including any deviations from its standard pricing for particular customers and clients; (v) the Company’s business plans and strategy; (vi) information regarding the Company’s employees, including their identities, skills, talents, knowledge, experience, and compensation; (vii) the Company’s financial results and business condition; and (viii) computer programs and software developed by the Company and tailored to the Company’s needs by its employees, independent contractors, or vendors; (ix) information relating to the Company’s vendors or other key suppliers; (x) any past or present merchandise or supply sources in the future; (xi) system designs, procedure manuals, automated data programs, reports, personnel procedures, and supply and service resources. Proprietary Information may be contained on HSW International’s computer network, in computerized documents or files, or in any written or printed documents, including any written reports summarizing such information.

(b) Non-Disclosure of Proprietary Information . You acknowledge that HSW International’s Proprietary Information will be disclosed to you throughout your employment at the Company in order to enable you to perform your duties for the Company. Finally, you acknowledge that the unauthorized disclosure of Proprietary Information could place the Company at a competitive disadvantage. Consequently, during your employment and for a period of two (2) years thereafter, you agree not to use, publish, disclose or divulge, directly or indirectly, any Proprietary Information except in the performance of your duties to the Company. You further agree not to make un-authorized copies of any Proprietary Information during your employment.

(c) Survival of Your Obligations . You understand and agree that your obligations under this Section shall survive the termination of this Letter Agreement and/or your employment with HSW International for a period of two years, except for Proprietary Information that constitutes trade secrets in which case the obligations of confidentiality shall continue in perpetuity. You further understand and agree that your obligations under this Section are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which you have to HSW International under general legal or equitable principles, or other policies implemented by the Company.

7. Return of Company Property .

You acknowledge that all memoranda, notes, correspondence, databases, computer discs, computer files, computer equipment and/or accessories, pagers, telephones, passwords or pass codes, records, reports, manuals, books, papers, letters, CD-ROM diskettes, keys, Internet database access codes, client profile data, job orders, client and customer lists, contracts, software programs (including source code), information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales, financial or technological information relating to the Company’s business, and any and all other documents containing Proprietary Information furnished to you by any representative of the Company or otherwise acquired or developed by you in connection with you association

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with the Company (collectively, “ Recipient Materials ”) shall at all times be the property of the Company. Within forty-eight (48) hours of the termination of your employment for any reason, you will return to the Company any Recipient Materials (inclusive of any copies) that are in your possession, custody or control.

8. Non-Compete and Non-Solicitation of Customers/Clients .

(a) Access to Proprietary Information . You acknowledge that the special relationship of trust and confidence between you, HSW International, and its clients and customers creates a high risk and opportunity for the misappropriation of the relationship and goodwill existing between HSW International and its clients and customers. You further acknowledge and agree that it is fair and reasonable for HSW International to take steps to protect itself from the risk of such misappropriation. You further acknowledge that, at the outset of your employment with HSW International and/or throughout your employment with the Company, you have been or will be provided with access to and informed of HSW International’s Proprietary Information, which will enable you to benefit from the Company’s goodwill and know-how.

(b) Inevitable Disclosure . You acknowledge that it would be inevitable in the performance of your duties as a director, officer, employee, investor, agent or executive of any person, association, entity, or company which competes with HSW International to disclose and/or use HSW International’s Proprietary Information, as well as to misappropriate HSW International’s goodwill and know-how, to or for the benefit of such other person, association, entity, or company. You also acknowledge that, in exchange for the execution of the non-solicitation restriction set forth in Section 8(c), you have received substantial, valuable consideration. You further acknowledge and agree that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section 8.

(c) Covenant Not to Compete . You agree that during your employment with HSW International and, if terminated, for a period following employment that continues so long as (i) Severance Payment is being made, or (ii) you hold any vested, unexercised Options that have not been terminated (the “ Restrictive Period ”), you shall not, without the prior written consent of the Board, directly or indirectly, on your own behalf or in the service of or on behalf of others, within the Territory, perform the same or substantially the same duties you performed for HSW International, on behalf of any business that competes with HSW International. You and the Company acknowledge that the business of the Company is very broad in scope and that your duties are equally broad in scope because you are the CEO with overall responsibility for the entire business. Consequently, “ Territory ” means the United States of America, China and Brazil. The Restrictive Period shall not apply during any time following termination of your employment when no Severance Payment is being made and none of the Options have an exercise price higher than the volume weighted average price of the Company’s common stock over the five most recent trading days.

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(d) Non-Solicitation of Customers . Ancillary to the enforceable promises set forth in this Letter Agreement as well as to

protect the vital interests described in this Letter Agreement, you agree that, while you are employed by HSW International and during the Restrictive Period, you will not, without the prior written consent of HSW International, directly or indirectly, solicit any customer for the purpose of providing products or services that compete with products and services provided by the HSW International. This restriction is limited to customers with whom you had material contact during your employment for the purpose of performing your job duties at the Company. You also agree that, while you are employed by HSW International and for twelve months thereafter, you will not, without the prior written consent of HSW International, directly or indirectly, solicit any business partner of HSW International for the purpose of enticing that business partner to alter, limit or terminate its relationship with HSW International. This restriction is limited to business partners with whom you had material contact during your employment for the purpose of performing your job duties at the Company.

(e) Reasonable Restrictions . You agree that the restrictions set forth above are ancillary to an otherwise enforceable agreement, are supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Section 8 are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of HSW International. You agree that if, at some later date, a court of competent jurisdiction determines that the non-competition and/or the non-solicitation provisions set forth in this Section 8 do not meet the criteria set forth in applicable law, this Section 8 may be reformed by the court and enforced to the maximum extent permitted under applicable law.

(f) Breach . If you are found to have violated any of the provisions of this Section 8, you agree that the restrictive period of each covenant so violated shall be extended by a period of time equal to the period of such violation by him. You understand that your obligations under this Section 8 shall survive the termination of your employment with the Company and shall not be assignable by you.

9. Non-Solicitation of Employees and Executives .

You acknowledge that, as part of your employment or association with HSW International, you will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Company’s employees. In order to protect the confidentiality of such information, as well as HSW International’s investment in and relationships with such employees, you agree that, for a period of 12 months following the termination of your employment with HSW International, whether such termination occurs at the insistence of you or the Company, you shall not directly or indirectly recruit or solicit employees of HSW International with whom you had contact for the purpose of performing your job duties. This restriction is limited to recruiting or soliciting for the purpose of enticing the employee to end his or her relationship with HSW International.

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Your obligations under this Section 9 shall survive the termination of this Letter Agreement and your employment with HSW International.

10. Remedies .

You hereby acknowledge and agree that in the event that you violate any of the provisions set forth in Sections 6, 7, 8, or 9 of this Letter Agreement, HSW International will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, you acknowledge and agree that the Company shall – without limitation to or waiver of any other relief available to the Company – be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation.

11. Notification of Prospective Employment .

Prior to accepting employment or an association with any third party which is engaged in a business competitive to the business conducted by HSW International or which, because of the nature of your proposed or potential position with the third party, may require you to use or disclose the Company’s Proprietary Information, you agree to notify such third party that you are bound by the terms of this Letter Agreement. You also agree that the Company may, at any time while any of the non-disclosure or non-solicitation covenants contained in this Letter Agreement are in force, provide notice of the existence of this Letter Agreement to any third party with whom or which you propose to negotiate or are negotiating concerning employment or an association or to accept employment, or with whom or which you have accepted employment or an association, without any liability to you for any such notice.

12. Inventions, Ideas/Patentable Inventions .

You agree to disclose, fully and promptly, and only to HSW International, all ideas, methods, plans, improvements or patentable inventions of any kind which are made or discovered, in whole or in part, by you during the performance of your job duties; that result from any aid, support, or assistance by HSW International; or that are created during your work time with HSW International. In connection with any invention, discovery, concept or idea subject to the foregoing Sections, you will promptly execute a specific assignment of any title, shop-right or license to the Company, and, if requested to do so, will cooperate fully with the Company to secure a patent, shop-right, or license therefor in the United States and/or foreign countries. However, nothing in this Letter Agreement shall require any assignment otherwise prohibited by law. You further agree that any and all work product created or performed by you while you are working with or on behalf of the Company, is a “work for hire” under the terms of the United States Copyright Act, and shall be and remain the exclusive property of the Company. You hereby assign any and all rights, title, and ownership interests that you may now have or hereafter acquire in or to such work product to HSW International. In the event the Company is unable for any reason, after reasonable effort, to secure your signature on any document needed in connection with the actions specified in the preceding

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paragraph, you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney in fact, which appointment is coupled with an interest, to act for and in your behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by you. You hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which you now or may hereafter have for infringement of any invention, discovery, concept or idea assigned hereunder to the Company.13. No Conflicting Obligations.

You hereby represent that, except as you have disclosed in writing to the Company, you are not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of your employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. You hereby further represent that, to the best of your knowledge, your performance of all the terms of this Letter Agreement and as an employee of the Company does not and shall not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior to your employment with the Company, and you will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any third party.

14. Successors; Binding Agreement .

This Letter Agreement shall be binding upon, and insure to the benefit of, HSW International, you, and their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. Without limiting the generality of the foregoing, HSW International may assign this Letter Agreement to any successor of HSW International (or the same may remain with HSW International as a subsidiary of a larger institution), without your consent, with such assignee being required to perform the Company’s obligations hereunder.

15. Complete Agreement; Survival .

This Letter Agreement sets forth the entire agreement among HSW International and you concerning the subject matter hereof, and supersedes all prior written or oral understandings of the parties. Sections 6, 7, 8, 9, 10 11 and 12 of this Letter Agreement shall survive the termination of Employee’s employment regardless of the party terminating the employment and regardless of the manner of such termination.

16. Notice .

For purposes of this Letter Agreement, notices and all other communications provided for shall be in writing and shall be deemed to have been duly given when (i)

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delivered personally; (ii) sent by telecopy or similar electronic device and confirmed; (iii) delivered by overnight express; or (iv) sent by registered or certified mail, postage prepaid, addressed as follows:

If to you:Greg Swayne

If to HSW International:

HSW International, Inc.3350 Peachtree RoadOne Capital City Plaza, Suite 1600Atlanta, GA 30326Attention: Board of Directors

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

17. Taxes.

The Company shall withhold such amounts from any compensation or other benefits payable to you under this Letter Agreement on account of payroll and other taxes as may be required by applicable law or regulation of any governmental authority. You hereby acknowledge and agree that you are responsible for the review with your own personal tax advisors the federal, state, local and foreign (if applicable) tax consequences of any grant or transactions contemplated by this Letter Agreement and you are relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to any such tax consequences. You (and not the Company) shall be responsible for your own tax liability that may arise as a result of any grants or transactions contemplated by this Letter Agreement.

18. Miscellaneous .

No provision of this Letter Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by you and the Company. No waiver by either party hereto of, or compliance with, any condition or provision of this Letter Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Letter Agreement.

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19. Governing Law .

This Letter Agreement is being made and is intended to be performed in the State of Georgia, and shall be governed, construed, interpreted, and enforced in accordance with the substantive laws of the State of Georgia.

20. Counterparts .

This Letter Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

21. Voluntary Agreement .

The parties acknowledge that each has had an opportunity to consult with an attorney or other counselor concerning the meaning, import, and legal significance of this Letter Agreement, and each has read this Letter Agreement, as signified by their respective signatures hereto, and each is voluntarily executing the same after, if sought, advice of counsel for the purposes and consideration herein expressed.

[ signatures follow on next page ]

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To accept this offer, please sign and date this Letter Agreement in the space provided below and return it to me no later than September 28, 2009. A second copy of the document has been provided for you to keep for your records.

Sincerely,

/s/ Kai-Shing TaoMr. Kai-Shing TaoChairman, Compensation Committeeof the Board of DirectorsHSW International, Inc.

I accept this offer of employment with HSW International, Inc. and agree to the terms and conditions outlined in this letter.

/s/ Gregory Swayne September 28, 2009By: Gregory Swayne Date

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Exhibit 10.27

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

This CONFIDENTIAL SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is made as of the date last written on the signature page hereof by and between Henry N. Adorno, a citizen and resident of Atlanta, Georgia (hereinafter referred to as “Executive”), and, HSW International, Inc., a Delaware corporation with its principal place of business in Atlanta, Georgia (the “Company”). (The Company and Executive are sometimes collectively referred to hereinafter as the “Parties.”)

WHEREAS, Executive has been employed by the Company as its Vice Chairman and principal executive officer; and

WHEREAS, Executive has tendered his resignation to the Company, which the Company has accepted; and

WHEREAS, in exchange for the consideration provided for herein, to which Executive would not have been otherwise entitled, the parties are willing to agree to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

1. Termination; Notice .

(a) Effective as of September 28, 2009 (the “Termination Date”), Executive has resigned from Executive’s employment as Vice Chairman and principal executive officer of the Company, and the Company has accepted Executive’s resignation. Except as set out in this Agreement, as provided by the specific terms of a benefit plan or as required by law, as of the Termination Date, all of Executive’s employee benefits with the Company will be terminated. Executive also hereby represents that Executive has returned to the Company all Company-owned equipment, keys or passes, software, files, materials, programs and documents (including any copies). In addition, upon receipt of Executive’s final paycheck from the Company, Executive agrees and acknowledges that Executive will have been paid by the Company for all of the time that Executive worked for the Company through the Termination Date.

2. Separation Pay . If Executive signs this Agreement and does not revoke Executive’s acceptance as provided in Section 8 below, the Company will pay Executive an amount equal to his regular base salary at the rate in effect on the Termination Date through December 31, 2009 (the “Separation Pay”). Executive will receive the Separation Pay (minus applicable federal, state and local payroll taxes, and other withholdings required by law or authorized by Executive) in accordance with the Company’s payroll procedures on the Company’s next regular payday following the expiration of the “Revocation Period” as defined in Section 8 below. Executive agrees to cooperate with and perform such duties as may be reasonably requested of Executive from time to time by the Company during the remainder of calendar year 2009, to assist with the Company’s transition of principal executive officers.

If Executive does not sign this Agreement and return it to the Company within twenty one (21) days, or if Executive signs this Agreement and revokes it, Executive will not be entitled to receive the Separation Pay described above.

3. Release of Claims . In exchange for the Company’s providing Executive with the Separation Pay described in Section 2, above, by signing this Agreement, Executive releases and forever discharges the Company, as well as its parent companies, affiliates, subsidiaries, divisions, officers, directors, stockholders, employees, agents, representatives, attorneys, lessors, lessees, licensors and licensees, and their respective successors, assigns, heirs, executors and administrators (collectively, the “the Company Parties”), from any and all claims, demands, and causes of action of every kind and nature, whether known or unknown, direct or indirect, accrued, contingent or potential, which Executive ever had or now has, including but not limited to any claims arising out of or related to Executive’s employment with the Company and the termination thereof (except and to the extent that such a release is expressly prohibited or made void by law). The release includes, without limitation, Executive’s release of the Company Parties from any claims by Executive for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any other form of damages or relief. In addition, this release is meant to release the Company Parties from all common law claims, including claims in contract or tort, including, without limitation, claims for breach of contract, wrongful or constructive discharge, intentional or negligent infliction of emotional distress, misrepresentation, tortious interference with contract or prospective economic advantage, invasion of privacy, defamation, negligence or breach of any covenant of good faith and fair dealing. Executive also specifically and forever releases the Company Parties (except and to the extent that such a release is expressly prohibited or made void by law) from any claims based on unlawful employment discrimination or harassment, including the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq .).

By signing this Agreement, Executive agrees and acknowledges that Executive has no cause to believe there has been any violation of any local, state, or federal law that has occurred with respect to Executive’s employment or separation of employment from the Company. Executive acknowledges that this release applies both to known and unknown claims that may exist between Executive and the Company and the Company Parties. Executive expressly waives and relinquishes all rights and benefits which Executive may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date Executive executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. Provided, however, that nothing in this Agreement extinguishes any claims Executive may have against the Company for breach of this Agreement.

In exchange for the Executive’s execution of this Agreement and his continued cooperation with the Company as provided above, the Company releases and forever discharges Executive, as well as his legal representatives, successors, assigns, heirs, executors and administrators (collectively, “the Executive Parties”), from any and all claims, demands, and causes of action of every kind and nature, whether known or unknown, direct or indirect, accrued, contingent or potential, which the Company ever had or now has, including but not limited to any claims arising out of or related to Executive’s employment with the Company and the termination thereof (except and to the extent that such a release is expressly prohibited or

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made void by law). The release includes, without limitation, the Company’s release of Executive from any claims by the Company for compensatory damages, punitive damages, attorneys’ fees and costs, equitable relief or any other form of damages or relief. In addition, this release is meant to release Executive from all common law claims, including claims in contract or tort, including, without limitation, claims for breach of contract, misrepresentation, tortious interference with contract or prospective economic advantage, defamation, negligence or breach of any covenant of good faith and fair dealing. Notwithstanding the foregoing, the release of claims against Executive by the Company contained in this Section 3, shall not apply in any respect to any claims the Company may assert against Executive based in fraud, for embezzlement or arising from a violation of criminal law by Executive (the “Reserved Claims.”)

By signing this Agreement, the Company agrees and acknowledges that the Company has no cause to believe there has been any violation of any local, state, or federal law that has occurred with respect to Executive’s employment or separation of employment from the Company. The Company acknowledges that this release applies both to known and unknown claims that may exist between the Company and Executive (excepting the Reserved Claims). The Company expressly waives and relinquishes all rights and benefits which the Company may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date the Company executes this Agreement, and does so understanding and acknowledging the significance and consequences of such specific waiver. Provided, however, that nothing in this Agreement extinguishes any claims the Company may have against Executive for breach of this Agreement.

4. No Admissions . The Parties hereby acknowledge and agree that the releases set out above in Section 3 of this Agreement constitute a final compromise of any potential claims by one Party against the other in connection with Executive’s employment by the Company (excepting the Reserved Claims), and is not an admission by any Party that any such claims exist or that any Party is liable for any such claims. Unless prohibited by applicable law or regulation, the Parties further agree not to hereafter, directly or indirectly, sue, assist in or be a voluntary party to any litigation against the other Party for any claims relating to events occurring prior to or simultaneously with the execution of this Agreement, including but not limited to Executive’s termination of employment with the Company (excepting the Reserved Claims).

Notwithstanding the foregoing, nothing in this Agreement prohibits Executive from filing a charge with, or participating in any investigation or proceeding conducted by, the U.S. Equal Employment Opportunity Commission or a comparable state or federal fair employment practices agency; provided, however, that this Agreement fully and finally resolves all monetary matters between Executive and the Company and the Company Parties, and by signing this Agreement, Executive is waiving any right to monetary damages, attorneys’ fees and/or costs related to or arising from any such charge, complaint or lawsuit filed by Executive or on Executive’s behalf, individually or collectively.

5. Confidentiality; No Disparagement; Cooperation .

(a) Confidentiality . Executive hereby represents and agrees that Executive has not and will not (except as required by law) disclose information regarding the specific terms of this Agreement, and particularly the amount or nature of Executive’s Separation Pay, to

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anyone except Executive’s immediate family, Executive’s attorney and accountant or financial advisor as reasonably necessary.

(b) Cooperation . Executive hereby agrees that he will cooperate with and assist the Company in any dispute, grievance, investigation, litigation or administrative claim involving any matters relating to the period of time that Executive was employed by the Company.

(c) Board Seat . Notwithstanding Executive’s resignation as Vice Chairman of the Company, Executive shall remain a member of the Company’s Board of Directors (the “Board”) until such time as the next meeting at which the election of directors shall take place. The parties acknowledge that Executive will not stand for reelection to the Board at such annual meeting.

6. Relief and Enforcement . Executive understands and agrees that any breach of this Agreement by Executive will relieve the Company of its obligation to provide any unpaid Separation Pay as set out in Section 2, above. Executive also understands and agrees that if Executive violates the terms of Section 5 of this Agreement, Executive will cause injury to the Company and/or one or more of the Company Parties) that will be difficult to quantify or repair, so that the Company (and/or the Company Parties) will have no adequate remedy at law. Accordingly, Executive agrees that if Executive violates Section 5 of this Agreement, the Company (or the Company Parties) will be entitled as a matter of right to obtain an injunction from a court of law, restraining Executive from any further violation of this Agreement. The right to an injunction is in addition to and not in lieu of any other remedies that the Company (or the Company Parties) has at law or in equity.

7. No Modifications; Governing Law; Entire Agreement . This Agreement cannot be changed or terminated orally, and no modification or waiver of any of the provisions of this Agreement is effective unless in writing and signed by all of the parties hereto. The parties agree that this Agreement is to be governed by and construed in accordance with the laws of the State of Georgia, and that any suit, action or charge arising out of or relating to this Agreement will be adjudicated in the state or federal courts in Fulton County, Georgia. This Agreement sets forth the entire and fully integrated understanding between the parties, and there are no representations, warranties, covenants or understandings, oral or otherwise, that are not expressly set out herein.

8. Right to Revoke . ONCE SIGNED BY EXECUTIVE, THIS AGREEMENT IS REVOCABLE IN WRITING FOR A PERIOD OF SEVEN (7) DAYS (THE “REVOCATION PERIOD”). IN ORDER TO REVOKE EXECUTIVE’S ACCEPTANCE OF THIS AGREEMENT, EXECUTIVE MUST DELIVER WRITTEN NOTICE TO THE COMPANY CARE OF BRADLEY T. ZIMMER, AND SUCH WRITTEN NOTICE MUST ACTUALLY BE RECEIVED WITH THE SEVEN (7) DAY REVOCATION PERIOD.

9. Voluntary Execution . By signing below, Executive acknowledges that Executive has read this Agreement, that Executive understands its contents and that Executive has relied upon or had the opportunity to seek the legal advice of Executive’s attorney, who is the attorney

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of Executive’s own choosing. Executive further acknowledges and agrees that the Company advised Executive in writing to consult with any attorney before executing this Agreement.

10. Due Authority . The Company has full authority necessary to enter into this Agreement, and such has been approved by the Board of Directors of the Company or a committee thereof in which sufficient authority is vested.

11. Prior Equity Awards . For the avoidance of doubt, the parties acknowledge that Executive has earned the following equity awards, which shall continue pursuant to the terms of their applicable written agreements between Executive and the Company: (a) Stock Option Award dated August 23, 2006, in the amount of 250,000 optioned shares with an exercise price of $6.50 per share; (b) Stock Option Award dated October 10, 2007, in the amount of 250,000 optioned shares with an exercise price of $7.10 per share; and (c) Stock Option Award dated August 12, 2008, in the amount of 30,000 optioned shares with an exercise price of $3.25 per share. All aforementioned awards are vested in full and carry an expiration and termination date that is ten years from their respective dates of grant.

12. Miscellaneous .

(a) Should any portion, term or provision of this Agreement be declared or determined by any court to be illegal, invalid or unenforceable, the validity or the remaining portions, terms and provisions shall not be affected thereby, and the illegal, invalid or unenforceable portion, term or provision shall be deemed not to be part of this Agreement.

(b) The Parties agree that the failure of a party at any time to require performance of any provision of this Agreement shall not affect, diminish, obviate or void in any way the party’s full right or ability to require performance of the same or any other provision of this Agreement at any time thereafter.

(c) This Agreement shall inure to the benefit of and shall be binding upon Executive, Executive’s heirs, administrators, representatives, executors, successors and assigns and upon the successors and assigns of the Company.

(d) The headings of the paragraphs of this Agreement are for convenience only and are not binding on any interpretation of this Agreement. This Agreement may be executed in counterparts.

EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT, WHICH EXECUTIVE MAY WAIVE BY SIGNING AT ANY TIME PRIOR TO THE EXPIRATION OF THE 21 DAY CONSIDERATION PERIOD. EXECUTIVE ALSO ACKNOWLEDGES THAT EXECUTIVE WAS ADVISED BY THE COMPANY IN WRITING TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT .

[ The next page is the signature page. ]

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EMPLOYEE:

/s/ Henry N. Adorno (SEAL)(Signature)

Henry N. Adorno

Date: September 28, 2009

THE COMPANY:


By: /s/ Bradley T. Zimmer

Name: Bradley T. Zimmer

Title: Executive Vice President & General Counsel

Date: September 28, 2009

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Exhibit 10.28

ASSET PURCHASE AGREEMENT

AMONG


(“PARENT”)

DAILY STRENGTH, INC.

(“SELLER”),

SHARECARE, INC.(“SC”)

AND

DS ACQUISITION, INC.(“PURCHASER”)

DATED AS OF October 30, 2009

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TABLE OF CONTENTS ARTICLE I DEFINITIONS 1

1.01 Certain Definitions 11.02 Additional Definitions 21.03 Rules of Construction 8

ARTICLE II THE TRANSACTION 9

2.01 Acquired Assets 92.02 Excluded Assets 102.03 Assumed Liabilities 102.04 No Other Liabilities Assumed 112.05 Procedures for Assets Not Transferable 112.06 Allocation 112.07 Taxes 12

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT 12

3.01 Existence and Power 123.02 Authorization; Binding Effect 123.03 Governmental Authorization and Consents 123.04 Non-contravention 133.05 Title to Properties; Absence of Liens; Sufficiency of Assets; Projections 133.06 Financial Statements; Related Information; Accounts Receivable 133.07 Absence of Certain Changes 143.08 [Intentionally Omitted] 143.09 Material Contracts 153.10 No Undisclosed Liabilities 153.11 Litigation 163.12 Compliance with Laws and Orders 163.13 Permits 163.14 Intellectual Property 163.15 [Intentionally Omitted] 193.16 Environmental Matters 193.17 [Intentionally Omitted] 203.18 Employee Benefit Plans 203.19 Employees 223.20 Labor Matters 223.21 Real Property 233.17 [Intentionally Omitted] 233.23 Monthly Page Views; Site Performance / Scalability 233.24 Books and Records 243.25 Absence of Unlawful Payments 243.26 Effect of the Transaction 24

3.27 Finders’ Fees 243.28 Competing Business Interests 24

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 25

4.01 Existence and Power 254.02 Authorization; Binding Effect 254.03 Governmental Authorization and Consents 254.04 Non-contravention 254.05 Litigation 264.06 Finders’ Fee 264.06 Payment of Liabilities 26

ARTICLE V CERTAIN COVENANTS AND AGREEMENTS 26

5.01 Actions Pending Closing 265.02 Efforts; Consents 275.03 Access to Records 275.04 Notification of Certain Matters 275.05 Employee Matters 285.06 Consents; Failure to Obtain Consents 305.07 Transition Cooperation; Mail Received After Closing 305.08 Other Post-Closing Expenses 305.09 Payment of Retained Liabilities 315.10 Further Assurances. 315.11 Press Releases and Announcements 31

ARTICLE VI CONDITIONS TO CLOSING 32

6.01 General Conditions 326.02 Conditions to Obligations of Parent and Seller 336.03 Conditions to Obligations of Purchaser 336.04 Closing 34

ARTICLE VII INDEMNIFICATION AND SURVIVAL 34

7.01 Survival 347.02 Indemnification 357.03 Notice of Indemnification Claims 367.04 Limitations 387.05 Right of Setoff 39

ARTICLE VIII TERMINATION 39

8.01 Termination of Agreement 398.02 Effect of Termination 40

ARTICLE IX CONFIDENTIALITY 40

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9.01 Definition 409.02 Acknowledgments and Agreements by Seller and Parent 41

ARTICLE X MISCELLANEOUS PROVISIONS 41

10.01 Amendment and Modifications 4110.02 Waiver of Compliance 4110.03 Expenses 4210.04 Remedies 4210.05 Waiver of Jury Trial 4210.06 Notices 4210.07 Governing Law 4410.08 Assignment 4410.10 Counterparts 4410.11 Headings 4410.12 Entire Agreement 4410.13 Third Parties 4510.14 Representation by Counsel; Interpretation 4510.15 Severability 4510.16 Time of Essence 45

Exhibits

Exhibit 2.06 – Purchase Price Allocation

Exhibit 6.01(c) – Form of Subscription Agreement

Exhibit 6.01(d) – Form of Promissory Note

Exhibit 6.01(e) – Forms of Stockholder Agreements

Exhibit 6.01(f) – Form of Services Agreement

Exhibit 6.01(g) – Section 6.01(g) Agreements

Exhibit 6.02(c) – Form of Assignment and Assumption Agreement

Exhibit 6.02(d) – Form of Standstill Agreement

Exhibit 6.02(e) – Forms of License Agreements

Exhibit 6.03(e)(i) – Form of Bill of Sale

Exhibit 6.03(e)(ii) – Form of Trademark Assignment Agreement

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as amended from time to time pursuant to the terms hereof, this “ Agreement ”), is made and entered into as of October 30 , 2009, by and among HSW International, Inc., a Delaware corporation (“ Parent ”), Daily Strength, Inc. (“ Seller ”), a Delaware corporation, Sharecare, Inc., a Delaware corporation (“ SC ”) and DS Acquisition, Inc., a Delaware corporation (“ Purchaser ”). Certain terms used in this Agreement are defined in Article I.

R E C I T A L S

A. On November 26, 2008, Parent and Seller entered into an agreement and plan of merger (such agreement, as of such date, being the “ Merger Agreement ”) pursuant to which, among other things, Seller became a wholly-owned subsidiary of Parent.

B. Seller is in the business of providing online communities, support and discussion groups, and other social-media-based websites and applications for health and wellness, all under the DailyStrength brand (collectively, the “ Business ”).

C. Purchaser wishes to purchase from each of Parent and Seller and each of Parent and Seller is willing to sell to Purchaser, substantially all of the assets of Seller and certain assets of Parent, and each of Parent and Seller desire to assign (and Purchaser is willing to assume) certain liabilities of Parent and Seller, all on and subject to the terms and conditions set forth in this Agreement.

D. Simultaneous with the Closing, Parent will become a stockholder of Purchaser.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for such other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS

1.01 Certain Definitions. Each of the following terms shall have the meaning given such terms as set forth in the section of this

Agreement set forth below opposite such term:

Defined Term Section

Acquired Assets 2.01Agreement PreambleAssignment and Assumption Agreement 6.02(c)Assumed Liabilities 2.03Bill of Sale 6.03(e)Business RecitalsClosing 6.04Closing Date 6.04

Defined Term Section

COBRA 3.18(e)Employee Plan(s) 3.18(a)ERISA 3.18(a)ERISA Affiliate 3.18(a)Excluded Assets 2.02Financial Statements 3.06(a)Hired Employees 5.05(a)Indemnification Notice 7.03(a)Indemnification Objection Notice 7.03(b)Indemnitee(s) 7.02Indemnitor(s) 7.02Leased Real Property 3.21(b)Material Contract 3.09(a)Merger Agreement RecitalsParent PreamblePermit 3.13Permitted Indemnification Claim 7.03(b)Permitted Liens 3.05(a)Purchaser PreambleReal Property Leases 3.21(b)Retained Liabilities 2.04Securities Act 3.26Seller PreambleSeller Policy 3.17Separate Counsel 7.03(c)Services Agreement 6.01(f)Third Party Software 3.14(h)Threshold Amount 7.04(a)Trademark Assignment Agreement 6.03(e)Transactions 3.02

1.02 Additional Definitions .

The following terms, when used in this Agreement, shall have the meanings set forth below:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person, whether by ownership of voting securities, by contract or otherwise.

“ Annual Financial Statements ” means the unaudited balance sheets of the Business at December 31, 2008 and 2007, and the related consolidated statements of operations and cash flows of the Business for the years then ended.

“ Claim ” means any and all litigation, claims, demands, actions, causes of action, suits, injunctions, judgments, decrees, settlements, investigations, proceedings (administrative, arbitral, mediated or otherwise) and audits of any nature.

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“ Code ” means the Internal Revenue Code of 1986, as amended or any successor federal internal revenue law enacted in substitution thereto, and the rules and regulations promulgated thereunder.

“ Consent ” means any consent, approval, authorization or similar affirmation by any Person under any Contract, Law or Permit.

“ Contract ” means any contract ( including subcontracts), agreement, lease or other instrument, obligation, understanding, undertaking or other arrangement, of any kind, whether written or oral ( including any amendments and other modifications thereto) to which Seller is a party.

“ COTS Software ” means commercial off-the-shelf Software that is readily purchasable or general purpose third party Software that is installed and used in the operation of the Business without customization or integration (e.g., word processing Software).

“ Covered Employee ” means, with respect to Seller or any ERISA Affiliate, any current or former director, officer, employee or independent contractor, or any beneficiary thereof.

“ Damage ” means any assessment, loss, injury, damage, Liability, debt, charge ( including any judgment, decree or settlement which gives rise to any of the foregoing), cost and expense, including interest, penalties, court costs, reasonable fees and expenses of legal counsel, consultants, experts and other professional fees, actually incurred by a party .

“ Debt ” means any amount owed ( including, without limitation, unpaid interest and fees thereon) in respect of borrowed money or capitalized lease obligations; provided, however, Debt shall include any accounts payable that were incurred other than in the ordinary course of business and any undrawn letters of credit.

“ Default ” means (a) any breach or violation of, default under, contravention of, or conflict with, any Contract, Law or Permit, (b) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of, default under, contravention of, or conflict with, any Contract, Law or Permit, or (c) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right of any Person to exercise any remedy or obtain any relief under, to terminate or revoke, suspend, cancel, or materially modify or change the current terms of, or renegotiate, or to accelerate the maturity or performance of, or to increase or impose any Liability under, any Contract, Law or Permit.

“ Environmental Laws ” means any federal, state, local and foreign law, treaty, judicial decision, regulation, rule, judgment, order, decree or governmental restriction or requirement or any Contract with any Governmental Authority, whether now or hereinafter in effect, relating to the environment or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. , the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., the Occupational, Safety and Health Act, 29 U.S.C. 651, et seq., the Clean Air Act, 42 U.S.C. 7401, et seq. , the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq. , the Safe Drinking Water Act, 42 U.S.C. 300f, et seq. , the Hazardous Materials

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Transportation Act, 49 U.S.C. 1802 et seq. and the Emergency Planning and Community Right to Know Act, 42 U.S.C. 11001 et seq. , and other comparable federal, state, local and foreign laws and all rules, regulations and guidance documents promulgated pursuant thereto or published thereunder.

“ Environmental Permits ” means all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting the Business as currently conducted.

“ Final Resolution ” of a dispute shall mean when (A) the parties to the dispute have reached an agreement in writing completely resolving the dispute, (B) a court of competent jurisdiction shall have entered its final and non-appealable order with respect to such dispute, or (C) an arbitration or like panel shall have rendered its final non-appealable determination with respect to a dispute that the parties have agreed to submit thereto.

“ Governing Documents ” means, with respect to any Person, such Person’s Certificate of Incorporation, Certificate of Formation, Articles of Incorporation, Bylaws, Operating Agreement or other similar incorporating and governing documents.

“ Governmental Authority ” means any federal, state, municipal, local, foreign or other judicial, administrative, legislative or regulatory agency, department or commission, tribunal, arbitration panel, commission or other governmental or quasi-governmental authority, parastatal agency or dispute-resolving body of competent jurisdiction or other similar entity ( including any branch, department or official thereof).

“ Hazardous Materials ” means any substance, material, liquid or gas defined or designated as hazardous or toxic (or by any similar term) under any Environmental Law, or any other regulated material that could result in the imposition of Liability under any Environmental Law, including petroleum products and friable materials containing more than one percent (1.0%) asbestos by weight.

“ Hirsch Agreements ” means that certain Employment Agreement, dated as of November 26, 2008, by and between Seller and Douglas J. Hirsch (the “ Hirsch Employment Agreement ”) and that certain Noncompetition Agreement, dated as of November 26, 2008, by and between Douglas J. Hirsch and Parent.

“ Intellectual Property ” means any and all of the following together with all goodwill therein or associated therewith, and all rights therein, thereto and thereunder: (a) United States and foreign (i) patents and patent applications ( including reissues, divisions, continuations, continuations-in-part, extensions, requests for continued examination, continued prosecution applications and re-examination applications), invention disclosures, and utility models (collectively, “ Patents ”), (ii) trademarks, service marks, certification marks, trade names, trade dress, logos, business and product names, slogans, and registrations and applications for registration thereof (collectively, “ Marks ”), and (iii) copyrights and registrations and applications for registration thereof (collectively, “ Copyrights ”); (b) proprietary interests and rights, whether registered or unregistered, in, under and to maskworks and registrations and applications for registration thereof, inventions (whether or not patentable), improvements, methods, processes,

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procedures, protocols, designs, products and other specifications, formulae, trade secrets and rights therein, know-how, database rights, data in and the organization and structure of databases, website content, domain names, internet protocol address space, Software ( including source and object code), industrial models, confidential, technical and business information, and manufacturing, engineering and technical drawings and manuals and documentation; (c) proprietary interests or rights, including moral rights, in, under or to any similar intangible asset of a technical, business, scientific or creative nature, including slogans, logos, trade dress and the like; and (d) proprietary interests or rights in, under or to any documents, Records or other tangible or electronic media containing or comprising any of the foregoing or any part thereof.

“ Interim Financial Statements ” means Seller’s unaudited balance sheet as of the Recent Balance Sheet Date , and the related combined consolidated statements of operations and cash flows for the interim period then ended.

“ IRS ” means the United States Internal Revenue Service, and any successor agency thereto.

“ Law ” means any statute, law, code, ordinance, regulation, rule ( including any rule of common law), judgment, injunction, settlement, award, writ, order or decree or other requirement of any Governmental Authority.

“ Liability ” means, with respect to any Person, any Liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, determined, determinable, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“ Licensed Intellectual Property ” means any Intellectual Property that is licensed to Seller by a third party.

“ Lien ” means, with respect to any asset, any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“ Losses ” means any loss, assessment, payment, damage, Liability, debt, charge ( including any judgment and decree which gives rise to any of the foregoing), cost and expense, including interest, penalties, court costs ( including costs of settlement), reasonable attorneys’ fees and expenses.

“ Material Adverse Effect ” means any event, fact, condition, change, circumstance or effect that is materially adverse to: (i) the Business, its properties, results of operations or condition (financial or otherwise), the Acquired Assets or the Assumed Liabilities, taken as a whole; or (ii) the ability of Parent or Seller to consummate the Transactions.

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“ Open Source Materials ” means Software or other material: (i) that is distributed as “free software”, “open source software” or under similar licensing or distribution models, including the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License, and the Sun Industry Standards License and the Apache License; or (ii) that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software: (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no or minimal charge.

“ Owned Intellectual Property ” means any Intellectual Property, or interest therein, that is owned by Seller.

“ Page View ” means a request by a human web user unaffiliated with Parent or Seller to load a page of a website, as measured by Omniture or a similar measurement system.

“ Person ” means an individual, firm, corporation ( including any non-profit corporation), partnership, limited Liability company, joint venture, association, trust, Governmental Authority or other entity or organization.

“ Prohibited Territory ’ means any and all States within the United States.

“ Purchaser’s Knowledge ” means the actual knowledge, or such knowledge as would or should be obtained after reasonable inquiry, of any officer of SC or Purchaser.

“ Recent Balance Sheet ” means the balance sheet of Seller as of the Recent Balance Sheet Date.

“ Recent Balance Sheet Date ” means August 31, 2009.

“ Record ” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“ Registered Intellectual Property ” means all patents, registered copyrights, registered trademarks, and domain names, and all applications for any of the foregoing.

“ Related Person ” means (a) with respect to an individual, each other member of such individual’s Family, any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, and any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, member, executor or trustee (or in a similar capacity), and (b) with respect to a Person other than an individual, any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person, any Person that holds a Material Interest in such specified Person, each Person that serves as a director, officer, partner, member, executor or trustee of such specified Person (or in a similar capacity), any Person in which such specified Person holds a Material Interest, and any Person with respect to which such specified Person serves as a general partner, manager, or a trustee (or in a similar capacity). For

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this purpose, the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual, and “ Material Interest ” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“ Representative ” means, with respect to any Person, its officers, directors, employees, representatives and agents.

“ Schedule of Exceptions ” means and refers to the schedule of exceptions prepared by Seller and delivered to Purchaser dated the date hereof and identifying exceptions to the warranties and representations set forth in, and other disclosure matters required by, Article III, which has been prepared by Seller. Any disclosure made in any Section of the Schedule of Exceptions is deemed to be referred to on all other Sections of the Schedule of Exceptions to which such matter logically relates and where such reference is readily apparent from the matters disclosed on the first Section to the Schedule of Exceptions as if set forth on such other Sections of the Schedule of Exceptions.

“ Seller Intellectual Property ” means Owned Intellectual Property and Licensed Intellectual Property, cumulatively.

“ Seller’s Knowledge ” means the actual knowledge, or such knowledge as would or should be obtained afte r reasonable inquiry, of Henry N. Adorno, Douglas Hirsch, Shawn Meredith, Greg Swayne, Bradley T. Zimmer, Eric Orme or Lars Nilson.

“ Software ” means all computer software, including application software, system software and firmware, and all source code and object code versions thereof, in any and all forms and media, and all documentation and media constituting, describing or relating to the above.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner or managing member or (ii) of which at least a majority of the stock, member interests, partnership interests, or other equity interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“ Tax ” or “ Taxes ” means (i) any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental ( including taxes under Code Section 59A), custom duties, capital stock, franchise, profits, withholding, social security (or similar excises), unemployment, disability, ad valorem, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, impost or duty of any kind whatsoever, including any

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interest, penalty, or addition thereto, whether disputed or not, by any Governmental Authority responsible for imposition of any such tax (domestic or foreign), (ii) Liability for the payment of any amount of the type described in clause (i) as a result of being or having been on or before the Closing Date a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which Liability of Seller to a Governmental Authority is determined or taken into account with reference to the Liability of any other Person, and (iii) Liability for the payment of any amount as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount of the type described in (i) or (ii) as a result of any existing express or implied obligation ( including an indemnification obligation).

“ Tax Return ” means any return, declaration, disclosure, election, schedule, estimate, report, claim for refund, estimates or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Tax Sharing Agreement ” means any agreement or arrangement (whether or not written) binding on Seller that provides for the allocation, apportionment, sharing or assignment of any Tax Liability or benefit, or the transfer or assignment of income, revenues, receipts or gains for the principal purpose of determining any Person’s Tax Liability.

“ Transaction Documents ” means this Agreement, the Assignment and Assumption Agreement, the Bill of Sale, the Trademark Assignment Agreement and the certificates required by Sections 6.02(f) and 6.03(f).

“ Virus ” means any technique, Software, computer instruction, code or device or method, which is designed or intended to damage, delete, corrupt, impair, gain unauthorized access to or take over the operation of, or prevent or hinder access to any computer or other hardware, network, Software, any storage medium or device, data, or database or which does any of the same (whether by, in whole or part, installing itself, enabling remote unauthorized access, or altering, erasing, duplicating, rearranging within or bombarding the computer or other hardware, network, Software, any storage medium or device, data, or database or otherwise), including computer viruses, worms, trojan horses, salamis, trap doors, back doors, spybots, sniffers, botnets, and all other so-called “malware” and any other similar things of like intent, use or purpose, but excluding any technique, Software, computer instruction, code or device or method designed for Seller for rendering computer network operations services, information assurance and cybersecurity technology services relating to information leakage detection and prevention, insider communications and threat detection, internet/intranet usage monitoring and external network surveillance, information operations, computer network attack or computer network exploitation.

1.03 Rules of Construction . This Agreement shall be construed in accordance with the following rules of construction:

(a) the terms defined in this Agreement include the plural as well as the singular;

(b) all references in the Agreement to designated “ Articles,” “ Sections” and other subdivisions are to the designated articles, sections and other subdivisions of the body of this Agreement;

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(c) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(d) the words “ herein,” “ hereof” and “ hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e) the words “ includes” and “ including” are not limiting; and

(f) all references to days shall be deemed to refer to calendar days unless this Agreement specifically refers to “ business days,” in which event Saturdays, Sundays, federal and New York holidays shall be excluded.

ARTICLE II THE TRANSACTION

2.01 Acquired Assets . Subject to the terms and conditions set forth in this Agreement, at the Closing: (i) Seller shall sell, convey,

assign, transfer and deliver to Purchaser and Purchaser shall purchase, accept, acquire and take assignment and delivery of, all right, title and interest in, to and under the assets of Seller used or held for use in the Business (wherever located and whether tangible or intangible); and (ii) Parent shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, accept, acquire and take assignment and delivery of, the Hirsch Agreements and those assets identified on Schedule 2.01 (collectively, the “ Acquired Assets ”) free and clear of all Liens (except for Permitted Liens), except for the Excluded Assets. The Acquired Assets include the following, to the extent used in or held for use in the Business:

(a) all right, title and interest under Contracts, including the Hirsch Agreements;

(b) all computer equipment, conferencing and conferencing related equipment, devices, messaging and messaging related equipment (and all lease rights associated with any such equipment to the extent legally assignable), including data processing hardware and related telecommunications equipment, media and tools, and any equipment subject to an operating lease (to the extent legally assignable);

(c) all Seller Intellectual Property;

(d) all technical and descriptive materials relating to the acquisition, design, development, use or maintenance of computer code and program documentation and materials;

(e) all of Seller’s data and information, in any medium, including proprietary and confidential information and trade secrets, such as client, customer, supplier and vendor lists, catalogs, research material, technical information, source code and object code, know-how and information regarding processes and procedures;

(f) all books, records, files, papers or software, whether in hard copy or computer format, and all delivery platforms, gateways, “on ramp” connections and access points;

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(g) all operational data, creative materials, marketing information, advertising materials, sales and promotional literature, studies, reports, sales records, sales agent records, manuals and data, sales and purchase correspondence, billing systems, engineering information, customer files ( including customer credit and collection information), historical and financial records and quality control data;

(h) all office furniture, fixtures and other equipment;

(i) all warranties, indemnities or other rights and causes of action relating to the Acquired Assets;

(j) all goodwill and intangible assets related to, arising from or used in connection with the Business;

(k) all permits, licenses, Consents, approvals, certificates, variances or other authorizations required in connection with the operation of the Business;

(l) all URL/Internet domain names and all rights thereto including the URLs listed on Section 2.01(m) of the Schedule of Exceptions;

(m) any other personal property that is not an Excluded Asset and that is used, held for use, or arises from, the Business; and

(n) any other asset or Contract listed on Section 2.01(n) of the Schedule of Exceptions.

2.02 Excluded Assets . The following assets of Seller and Parent (collectively, the “ Excluded Assets ”) shall be retained by such Person, and are not being sold or assigned to Purchaser hereunder:

(a) all accounts receivable, trade receivables, notes receivable, contingent rights, deposits, advances and other receivables;

(b) all taxpayer and other identification numbers and minute books, stock transfer books and other documents relating to the organization, maintenance, and existence of Seller as a corporation;

(c) Seller’s and Parent’s rights under this Agreement and the agreements to be executed by Seller in connection herewith; and

(d) all assets of Seller not used or held for use in the Business, including such other assets of Seller specifically listed on Section 2.02(d) of the Schedule of Exceptions, and all assets of Parent other than the Hirsch Agreements and those assets set forth on Schedule 2.01.

2.03 Assumed Liabilities . As the consideration for the Acquired Assets, subject to Section 2.04, at the Closing, Purchaser or SC, as applicable shall assume the following Liabilities (and only the following Liabilities) of Seller or Parent (the “ Assumed Liabilities ”):

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(a) Purchaser shall assume those obligations of Seller to be performed after the Closing under those Contracts and Permits constituting Acquired Assets, in each case solely to the extent legally assigned to Purchaser, but excluding any obligations or Liabilities arising from or related to any Default of any such Contract or Permit due to activities or events occurring on or prior to the Closing.

(b) SC shall assume any Earn-Out Payment (as defined in the Merger Agreement) to which Parent becomes obligated pursuant to the terms of the Merger Agreement, in any case, to the extent arising from Page View metrics calculated for any time period following the Closing.

For the avoidance of doubt, neither SC nor Purchaser shall assume (or be deemed to assume) any Liability for: (i) any Earn-Out Payment arising out of Page View metrics calculated for any time period prior to Closing (or pre-Closing activities affecting any such Page View metrics); or (ii) any action or omission of any Person (other than SC or Purchaser) on or before the Closing or in connection with the Closing which affects or allegedly affects any pre- Closing or post-Closing Page Views and/or Earn-Out Payments, and, in each case, no such Liability shall be (or deemed to be) an Assumed Liability.

2.04 No Other Liabilities Assumed . Notwithstanding anything in this Agreement to the contrary, neither SC, Purchaser nor any of their respective Affiliates shall assume and in no event shall be deemed to have assumed, any Liability of Parent, Seller or any of their respective Affiliates whatsoever (collectively, the “ Retained Liabilities ”), other than as specifically set forth in Section 2.03. Without limiting the generality of this Section 2.04, neither SC nor Purchaser is assuming any obligation for, and shall have no responsibility with respect to: (a) Taxes; (b) charges or assessments of any Governmental Authority; or (c) any other Liabilities arising out of the pre-Closing operations of the Business ( including accounts payable or other obligations under any Contract).

2.05 Procedures for Assets Not Transferable . If any Contract, Permit, or any other property or right included in the Assumed Liabilities or the Acquired Assets is not assignable or transferable without the Consent of any Person, and such Consent has not been obtained prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Purchaser shall not assume Seller’s or Parent’s obligations with respect thereto.

2.06 Allocation . Within thirty (30) days of the Closing Date, the parties shall allocate the value of the Assumed Liabilities among the Acquired Assets, and such allocation shall be attached to this Agreement as Exhibit 2.06. Each of SC, Purchaser, Parent and Seller shall, within thirty (30) days of the date of any post-Closing payment made pursuant to or in connection with this Agreement, revise Exhibit 2.06 to the extent necessary to reflect any such post-Closing payment. Such allocation is intended to comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. Each of Parent, Seller, SC and Purchaser shall file Form 8594 with their respective Tax Returns consistent with such allocation. The parties shall treat and report the transaction contemplated by this Agreement in all respects consistently for purposes of any federal, state or local tax, including the calculation of gain, loss and basis pursuant

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to this Section 2.06. The parties shall not take any action or position inconsistent with the obligations set forth in this Section 2.06, except as may otherwise be required by applicable Law.

2.07 Taxes . Seller shall pay all Taxes and fees imposed by Governmental Authorities and required to be paid in connection with or arising from the sale, transfer, or assignment of the Acquired Assets.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

Except as set forth in the Schedule of Exceptions, each of Parent and Seller, jointly and severally, represents and warrants to each of

SC and Purchaser the following matters both as of the date of this Agreement and as of the Closing Date (except to the extent that a representation or warranty expressly states that such representation or warranty is made only as of an earlier date or as of the date of thisAgreement):

3.01 Existence and Power . Each of Parent and Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all power and authority required to use or own its property and assets that it purports to use or own and to carry on the Business as now conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in the State of California and in each other jurisdiction (if any) where the character of the property owned or leased by it and used in the Business or the nature of its Business activities makes such qualification necessary. Section 3.01 of the Schedule of Exceptions sets forth a list of those jurisdictions in which Seller is so qualified to do business.

3.02 Authorization; Binding Effect . Each of Parent and Seller has all requisite power and authority required to enter into this Agreement and each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby (collectively, the “ Transactions ”). The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by Parent and Seller of the Transactions have been duly authorized by all necessary corporate or other action on the part of such Person in accordance with the laws of the State of Delaware and such Person’s Governing Documents. This Agreement constitutes a valid and binding agreement of each of Parent and Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). All other Transaction Documents delivered at Closing by either Parent or Seller will be duly and validly executed by such Person.

3.03 Governmental Authorization and Consents . Except for those Consents, filings or notices set forth in Section 3.03 of the Schedule of Exceptions, no Consent of, filing with, or notice to, any Governmental Authority, lender, lessor, creditor, stockholder or any other Person is required by either Parent or Seller in connection with the execution, delivery and performance by such Person of this Agreement, any other Transaction Document to which such Person is a party, or the consummation of the Transactions.

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3.04 Non-contravention . The execution and delivery of the Transaction Documents by each of Parent and Seller, the performance by each of Parent and Seller of its obligations under the Transaction Documents to which it is a party, and the consummation of the Transactions do not and will not (i) contravene or conflict with any of such Person’s Governing Documents, (ii) assuming compliance with the matters referred to in Section 3.03, contravene or conflict with any applicable provision of any Law binding upon or applicable to such Person or the Acquired Assets, (iii) assuming compliance with the matters referred to in Section 3.03 and except as set forth in Section 3.04 of the Schedule of Exceptions, require notice, or constitute a Default, under any provision of any Contract binding upon such Person or by which the Acquired Assets may be bound or subject, or any Permit held by such Person, or (iv) result in the creation or imposition of any Lien on any of the Acquired Assets.

3.05 Title to Properties; Absence of Liens ; Sufficiency of Assets; Projections .

(a) Seller has indefeasible legal and beneficial title to or sufficient other valid and enforceable rights to possess and use or, in the case of its leased property and assets, valid leasehold interests in, all of the Acquired Assets, free and clear of all Liens, except (i) as set forth in Section 3.05(a) of the Schedule of Exceptions, and (ii) for Liens for Taxes not yet due and payable, and (iii) for Liens that do not materially detract from the value of the property or asset subject thereto or materially impair the operations of the Business (collectively, “ Permitted Liens ”). All Acquired Assets are in good operating condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business consistent with past practices.

(b) There are no Claims affecting the Acquired Assets or Assumed Liabilities pending or, to Seller’s Knowledge, threatened that might materially detract from the value, interfere with any present use or adversely affect the marketability of any such property or assets.

(c) The Acquired Assets constitute all of the assets and property used or held for use in connection with the Business and constitute all of the assets and property necessary to conduct the Business as currently conducted by Seller.

(d) All projections of the future operations of the Business previously delivered to SC or Purchaser were made in good faith by Seller’s management based upon reasonable assumptions at the time of the projections.

3.06 Financial Statements ; Related Information .

(a) Section 3.06(a) of the Schedule of Exceptions sets forth true, correct and complete copies of the Annual Financial Statements and Interim Financial Statements (the “ Financial Statements ”). The Financial Statements: (i) were prepared from the books and records of Seller and fairly present, in all material respects, the financial position of Seller as of the dates thereof and the results of operations and cash flows for the periods then ended, (ii) were prepared in accordance with GAAP on a consistent basis (subject in the case of Interim Financial Statements to normal recurring year-end adjustments and the absence of notes thereto), and (iii) except as indicated therein, reflect all Liabilities of Seller required to be reflected or disclosed therein as historically applied by Seller on a consistent basis.

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(b) Reserves for warranty claims, Liabilities and bad debts on the Financial Statements reflect all facts and circumstances which were known to the management of Seller as of each date such Financial Statements were prepared and are sufficient to pay for such warranty claims, Liabilities, bad debts, estimates to complete and amounts payable. Seller does not hold any inventory for sale.

(c) Seller has no issued and outstanding invoices for payments due in consideration for services not yet rendered or goods not yet delivered as of the Closing Date.

3.07 Absence of Certain Changes . Since December 31, 2008, Seller has conducted the Business in the ordinary course consistent with past practice and, except as disclosed in the applicable subpart of Section 3.07 of the Schedule of Exceptions, there has not been:

(a) any acquisition by Seller of material assets, including stock or other equity interest, from any Person (whether by merger, consolidation or combination or acquisition of stock or assets) or any sale, lease, license or other disposition of material assets or property of Seller, other than in the ordinary course of business consistent with past practices;

(b) any creation or assumption by Seller of any Lien (other than Permitted Liens) on any Acquired Asset;

(c) any condemnation, seizure, damage, destruction or other casualty loss or materially adverse change (whether or not covered by insurance) to the Acquired Assets and, to Seller’s Knowledge, no such loss is threatened;

(d) any material transaction or commitment made, or any Material Contract entered into, amended or terminated by Seller or any relinquishment by Seller of any Material Contract or other material right, other than those contemplated by this Agreement;

(e) any change in any method of accounting or accounting practice by Seller;

(f) a cancellation, compromise or settlement of any material debt or pending or threatened Claim or waiver or release of any material right relating to the Business;

(g) any material adverse change in Seller’s relations with the material customers, distributors, suppliers or agents of the Business (or, to Seller’s Knowledge, any threatened loss of any of the foregoing);

(h) any delay or postponement by Seller in the payment of accounts payable and other Liabilities relating to the Business, in each case outside the ordinary course of business;

(i) any notice of any actual or threatened labor trouble, strike, walk out, picketing, boycott or other similar occurrence; or

(j) any Contract entered into, other than this Agreement, to take any actions, or cause to be taken, any of the actions specified in this Section 3.07.

3.08 [Intentionally Omitted] .

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3.09 Material Contracts .

(a) Section 3.09(a) of the Schedule of Exceptions identifies, as of the date of this Agreement, each Contract relating to the Business, including the Merger Agreement and the Hirsch Agreements, and identifies the nature of such Contract (each a “ Material Contract ”). Seller or Parent, as applicable, has delivered true and complete copies of each Material Contract to Purchaser (each of which is an Acquired Asset).

(b) Each Material Contract constitutes a valid and binding obligation of Seller or Parent or both of them, as applicable, is in full force and effect and is enforceable against it and, to Seller’s Knowledge, each other party thereto, in accordance with its terms, subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding at equity or at law), and except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors’ rights. Seller has paid in full all amounts due and payable under the Material Contracts, and has satisfied in full all of the Liabilities under the Material Contracts, except: (i) accrued Liabilities which are Retained Liabilities, all of which will be paid by Seller when due; (ii) Liabilities disputed in good faith by Seller and set forth on Section 3.09(b) of the Schedule of Exceptions; and (iii) Liabilities with respect to the Hirsch Agreements. Parent has paid in full all amounts due and payable under the Hirsch Agreements. Neither Seller, Parent nor, to Seller’s Knowledge, any other party is in Default under any Material Contract, and Seller (or, with respect to the Hirsch Agreements and the Merger Agreement, Parent) has complied in all material respects with all of the terms and obligations resulting from the termination of any Material Contract. Since December 31, 2008, neither Seller nor Parent has received any written notice that it is in Default under any Material Contract.

(c) Except as set forth in Section 3.09(c)(i), neither Parent nor Seller intends, and, to Seller’s Knowledge, no other Person intends to terminate (whether for cause or convenience) or declare a Default under any Material Contract before expiration of its stated term. Except as set forth in Section 3.09(c)(ii) of the Schedule of Exceptions, no Claim under any Material Contract is pending or, to Seller’s Knowledge, threatened against Seller or Parent. To Seller’s Knowledge, there are no pending renegotiations of, or outstanding rights to renegotiate, any amounts paid or payable under any Material Contract, and no Person has made a written demand to Seller or Parent for any such renegotiation.

3.10 No Undisclosed Liabilities . There are no Liabilities of Seller of any kind whatsoever and, to Seller’s Knowledge, there are no existing conditions, situations or circumstances which reasonably would be expected to result in such a Liability, other than:

(a) Liabilities disclosed or provided for in the Recent Balance Sheet;

(b) Liabilities incurred in the ordinary course of business consistent with past practice since the Recent Balance Sheet Date, which individually or in the aggregate are not material; and

(c) Liabilities for Taxes accrued but not yet due and payable.

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3.11 Litigation . Except as set forth in Section 3.11 of the Schedule of Exceptions, there is no Claim pending against or, to Seller’s Knowledge, threatened against or affecting Seller or any of its officers, directors or managers in their capacity as such before any Governmental Authority, in each case which is related to or would otherwise affect the Business, the Acquired Assets or the Assumed Liabilities. Seller is not subject to any judgment, order or decree which is related to or affects the Business, the Acquired Assets or the Assumed Liabilities. There are no Claims pending by Seller or which Seller presently intends to initiate relating to the Business, the Acquired Assets or the Assumed Liabilities.

3.12 Compliance with Laws and Orders . Seller is not in material Default under, has not materially Defaulted, and is not, and to Seller’s Knowledge, has not been, under investigation with respect to or been threatened to be charged with or given notice of any material Default under any Law applicable to the Business, the Acquired Assets or the Assumed Liabilities. Since December 31, 2008, Seller has not received any written notice from any Governmental Authority to the effect that Seller is not in compliance with any Law applicable to the Business, the Acquired Assets or the Assumed Liabilities.

3.13 Permits . Section 3.13(a) of the Schedule of Exceptions correctly sets forth a list of each material license, franchise, permit, order, registration, certificate, approval or other similar authorization of a Governmental Authority affecting, or relating in any way to, the Business or the ownership or operation of the Acquired Assets (each a “ Permit ”), and each pending application for any Permit, together with the name of the Governmental Authority issuing such Permit or with which such application is pending. Seller has all Permits required to carry on the Business as now conducted. Except as set forth in Section 3.13(b) of the Schedule of Exceptions, (i) the Permits are valid and in full force and effect, (ii) Seller is not in material Default under any Permit, (iii) no proceeding is pending or, to Seller’s Knowledge, threatened, to revoke or limit any Permit, and (iv) none of the Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the Transactions. Since December 31, 2008, Seller has not received any written notice from any Governmental Authority to the effect that Seller is not in compliance with any Permit.

3.14 Intellectual Property .

(a) Ownership; Sufficiency .

(i) Seller Intellectual Property consists of and comprises all of the Intellectual Property: (A) used in or required to conduct the Business as currently conducted by Seller; and (B) immediately following the Closing, sufficient for Purchaser to conduct the Business as conducted immediately prior to Closing and to perform all obligations under all Material Contracts. Seller has not granted, transferred or assigned any right or interest in the Intellectual Property constituting Acquired Assets to any Person.

(ii) Section 3.14(a)(ii)(A) of the Schedule of Exceptions contains a complete list of: (A) all Licensed Intellectual Property, Registered Intellectual Property, and Owned Intellectual Property; (B) all products and services that are distributed, sold, or licensed by Seller and relating to the Business; and (C) all Material Contracts pursuant to which: (1) Seller licenses its Intellectual Property to third parties; or (2) Seller licenses Intellectual Property from third parties. Seller owns the entire right, title and interest in the Owned Intellectual Property and,

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to Seller’s Knowledge, all Owned Intellectual Property is valid and enforceable and in full force and effect. To Seller’s Knowledge, no Owned Intellectual Property is subject to any Claims that challenge the validity or scope of Seller’s rights therein. Except as set forth on Section 3.14(a)(ii)(A) or (B) of the Schedule of Exceptions, there are no Contracts or arrangements in effect with respect to the marketing, distribution or promotion of the Intellectual Property by any salesperson, distributor, sublicensor or other remarketer or sales organization.

(iii) Seller owns all Intellectual Property developed by former and current personnel of Seller ( including employees, contract workers, temporary workers and agents) during and in the course of their employment or Contract with or by Seller. Except as indicated in Section 3.14(a)(iii) of the Schedule of Exceptions, all of Seller’s current and former employees, consultants, contractors, contract workers, temporary workers, agents and other consultants who have contributed to or participated in the conception, reduction to practice or development of any Owned Intellectual Property; (A) have been a party to a valid and enforceable agreement with Seller that accords Seller full and exclusive and original ownership of all Intellectual Property developed by such individuals for Seller; or (B) have executed valid and enforceable instruments of assignment in favor of Seller as assignee, such instruments conveying to Seller effective and exclusive ownership ( including a waiver of any applicable moral rights therein) of all such Intellectual Property; and (z) have executed valid and enforceable agreements protecting the confidential information of Seller and third parties in the possession of Seller from unauthorized use and disclosure.

(b) Adverse Effect . The execution and delivery of this Agreement and the other Transaction Documents by Seller and the consummation by Seller of the Transactions contemplated by this Agreement will neither result, before or after the Closing, in any termination or loss or impairment of, or give rise to any Lien on, nor require payment of any fee to any third party owners of, any Seller Intellectual Property.

(c) Liens . Seller has not assigned, hypothecated or otherwise encumbered title in and to any of the Owned Intellectual Property, and Seller has not made or entered into any covenants and agreements not to assert or enforce any Owned Intellectual Property against, another Person (other than licenses and rights granted pursuant to the Contracts listed in Section 3.14(c) of the Schedule of Exceptions or pursuant to non-exclusive licenses granted to end user customers in the ordinary course of business). The Owned Intellectual Property is free and clear of any Liens (other than licenses and rights granted pursuant to the contracts listed in Section 3.14(c) of the Schedule of Exceptions or pursuant to non-exclusive licenses granted to end user customers in the ordinary course of business). Seller is not obligated to pay any further sums to another Person for or based on the prior use of Seller Intellectual Property. Seller does not have any Contract to pay any former or current personnel of Seller ( including employees, contract workers, temporary workers and agents) any sums for Seller’s ownership or use of any Owned Intellectual Property.

(d) Infringement . To Seller’s Knowledge, the Business and Acquired Assets do not infringe, misappropriate, or violate the terms of license of any Intellectual Property or Intellectual Property right of any third party. To Seller’s Knowledge, no third party is infringing or has infringed any Owned Intellectual Property in a manner that would lead to any material Liability if appropriate and commercially reasonable measures are taken after receiving written

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notice of such infringement. Seller has not received any notice alleging that the conduct of the Business infringes, misappropriates, or violates the terms of license of any Intellectual Property or Intellectual Property rights of any third party other than immaterial notices received in the ordinary course of business where Seller has responded by ceasing or altering the conduct that gave rise to such notices. There is no Claim pending or, to Seller’s Knowledge, threatened which challenges the validity, enforceability or ownership of any Owned Intellectual Property. Except as disclosed in Schedule 3.14(d)(i), Seller has not been sued at any time for infringing any Intellectual Property or Intellectual Property right of another Person. There are no Claims of infringement of Intellectual Property or Intellectual Property rights pending or, to Seller’s Knowledge, threatened against any Person who would be entitled to indemnification by Seller for such Claims. Other than pursuant to the contracts listed in Section 3.14(d)(ii) of the Schedule of Exceptions, Seller has not entered into any Contracts that contain express indemnification provisions obligating Seller to indemnify any other party against any charge that a deliverable delivered by Seller to such party infringes any Intellectual Property or Intellectual Property rights of another Person.

(e) Know-How . Except as disclosed in Section 3.14(e) of the Schedule of Exceptions, there have been no disclosures by Seller to any other Person, other than disclosures to Persons who are bound to hold such information in confidence pursuant to valid and enforceable agreements or obligations or otherwise by operation of Law, of any confidential information that Seller holds as a trade secret and that is material to the operation of the Business, the unauthorized public disclosure of which was, is or could result in a Material Adverse Effect. To Seller’s Knowledge, no material breach or other violation of such confidentiality agreements or obligations ( including, without limitation, any breach or violation that materially lessens the value of any material trade secret of Seller applicable to the Business) exists.

(f) Protection . Seller has taken all reasonable measures to (i) protect the proprietary nature of the Owned Intellectual Property, and has implemented policies therefor, and (ii) ensure the physical and electronic protection of trade secrets from unauthorized access, disclosure, use or modification. To Seller’s Knowledge, no acts or omissions have occurred that would invalidate, reduce or eliminate, in whole or in part, the enforceability, scope or value of, or Seller’s entitlement to use any material trade secret or other Intellectual Property referenced in Section 3.14(a), or otherwise impair the Business as it is presently conducted. All registrations included in the Intellectual Property used in the Business are in full force and effect, and all applicable fees with respect thereto have been paid.

(g) Joint Ownership . No Owned Intellectual Property is owned jointly by Seller with a third party where an accounting is due to a joint owner for any exploitation of such Intellectual Property.

(h) No Embedded Third Party Software . No Owned Intellectual Property contains or requires to function any Software that is owned by or proprietary to any third party (“ Third Party Software ”), including any Third Party Software that is a part of, embedded in, linked to (whether by static or dynamic linking) or otherwise incorporated in or into the Owned Intellectual Property, except for Third Party Software that is identified as such in: (i) a log-on flash screen or “About” file embedded in the Owned Intellectual Property that is displayed to or readily accessible by a normal end-user thereof; and/or (ii) as disclosed in Section 3.14(h) of the Schedule of Exceptions. For clarity, this Section 3.14(h), and the term “ Third Party Software,” applies to

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and includes, COTS Software, Open-Source Materials and any other software or software code owned by or proprietary to any third party, whether or not separately compliable or separately available. The Acquired Assets contain no other programming or materials in which any third party may claim superior, joint or common ownership.

(i) Open-Source Materials . Except as disclosed in Section 3.14(i) of the Schedule of Exceptions, Seller does not use in the Business, and none of the Software owned, used or distributed by Seller in its operation of the Business incorporates, includes or is otherwise derived from or dependent upon, any Open Source Materials, and no Seller use of any Open Source Materials: (i) creates, or purports to create, material obligations for Seller; or (ii) grants, or purports to grant, to any third party, any rights or immunities in any of Seller’s Software when distributed by Seller to a third party ( including Seller using any Open Source Materials that require, as a condition of use, modification and/or distribution of such Open Source Materials that other Software incorporated into, derived from or distributed with such Open Source Materials be disclosed or distributed in source code form, be licensed for the purpose of making derivative works or be redistributable at no charge).

(j) No Viruses . All websites owned or operated by Seller as part of its operation of the Business are fit in all material respects for their respective intended purposes and perform in all material respects as intended. Except as indicated on Section 3.14(j) of the Schedule of Exceptions, Seller has used its reasonable efforts and up-to-date versions of commercially available anti- Virus products and services to ensure that: (i) all Owned Intellectual Property is free of all known Viruses; and (ii) all Owned Intellectual Property does not and shall not contain any code, feature or function designed to: (A) disable the Owned Intellectual Property or render it incapable of processing data; or (B) enable Seller or any third party to: (1) discontinue the effective use by Purchaser of any such Intellectual Property; (2) access, erase, destroy, corrupt or modify any data without Purchaser ’s knowledge and consent; or (3) bypass any internal or external security measure without Purchaser ’s prior knowledge and consent, in each case, other than any code, feature or function designed for Seller for rendering computer network operations services, information assurance and cybersecurity technology services relating to information leakage detection and prevention, insider communications and threat detection, internet/intranet usage monitoring and external network surveillance. Seller shall immediately provide to Purchaser written notice in reasonable detail upon becoming aware of the existence of any Virus or any of the foregoing features or functions contained in Seller Intellectual Property.


3.16 Environmental Matters .

(a) Except as identified in Section 3.16(a) of the Schedule of Exceptions:

(i) no notice, notification, demand, request for information, citation, summons or order has been received by Seller, no penalty has been assessed against Seller and, to Seller’s Knowledge, no Claim is pending or threatened by any Governmental Authority or other Person with respect to any matters relating to Seller and relating to or arising out of any Environmental Law;

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(ii) there are no Liabilities of Seller arising under or relating to any Environmental Law, and, to Seller’s Knowledge, there are no facts, conditions, situations or set of circumstances that would reasonably be expected to result in or be the basis for any such Liability;

(iii) Seller is and has been in compliance with all Environmental Laws in all material respects, and has obtained and is in compliance with all Environmental Permits in all material respects; and

(iv) Seller has never performed or subcontracted for performance any asbestos removal, repair or abatement activities with respect to any Contract, its own facilities or otherwise.

(b) There has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the Business or any property or facility now or previously owned, leased or operated by Seller which has not been delivered to Purchaser prior to execution of this Agreement.

(c) Seller has not released, disposed of, transported, stored, generated or arranged for the transportation or disposal of, any Hazardous Materials to, at or upon any location.


3.18 Employee Benefit Plans .

(a) Section 3.18(a) of the Schedule of Exceptions contains a complete list identifying (i) each “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”) and (ii) each employment, severance or similar Contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance coverage ( including any self-insured arrangements), health or medical benefits, disability benefits, other welfare benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits ( including compensation, pension, health, medical or life insurance benefits) which is currently maintained, administered, contributed to or required to be contributed to by Seller or any ERISA Affiliate and covers any Covered Employee, or with respect to which Seller or any ERISA Affiliate has any Liability. Such plans are referred to herein individually as an “ Employee Plan ” and collectively as the “ Employee Plans .” For purposes of this Section 3.18, “ ERISA Affiliate ” of any Person means any other Person that, together with such Person, would be treated as a single employer under Section 414 of the Code.

(b) Neither Seller nor any ERISA Affiliate contributes to or maintains, or has ever contributed to or maintained, or has any Liability with respect to, any plan that constitutes or constituted a “ multiemployer plan ,” as defined in Section 3(37) of ERISA, or that is or was subject to Title IV of ERISA. As of the Closing: (i) payment will have been made of all amounts which Seller or any ERISA Affiliate is required to have made at or prior to such time, under applicable Law, as a contribution to each Employee Plan, and no accumulated funding deficiency (as defined in ERISA Section 302 or Code Section 412), whether or not waived, will exist with respect to any Employee Plan; and (ii) no Lien will have arisen under Code Section 401(a)(29).

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(c) Each Employee Plan and related trust, if any, has at all times been maintained, operated, and administered ( including the filing and distribution of all required reports and descriptions) in material compliance with its terms and with the requirements prescribed by any and all Laws, including ERISA and the Code, which are applicable to such Employee Plan. No Claim (other than routine benefit claims) has been asserted or instituted or, to Seller’s Knowledge, threatened against any Employee Plan, any trustee or fiduciaries thereof, Parent or any ERISA Affiliate, any director, officer or employee thereof, or any of the assets of any Employee Plan or any related trust.

(d) Except as set forth in Section 3.18(d) of the Schedule of Exceptions, the consummation of the Transactions will not: (i) entitle any current or former employee or independent contractor of Seller to severance pay, unemployment compensation or any payment, or (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase or enhance the amount or benefits payable or provided under, or trigger any other material obligation pursuant to, any Employee Plan. There is no Contract covering any employee or former employee of Seller or any ERISA Affiliate that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code.

(e) Seller does not have any Liability with respect to post retirement health, medical or life insurance benefits or other welfare benefits for retired, former or current employees, other than pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) or similar state Law. Section 3.18(e) of the Schedule of Exceptions lists those current and former employees of Seller currently eligible to elect coverage under COBRA or currently receiving benefits pursuant to COBRA.

(f) Seller does not employ or otherwise utilize, and has not incurred any direct or indirect Liability in relation to, any Person who performs services for or in relation to Seller as a nominal or actual employee of a professional employer organization, leasing organization or similar arrangement.

(g) Each Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Code Section 409A(d)(1)) has been operated in good faith compliance with Code Section 409A and Internal Revenue Service Notice 2005-1 and the Proposed Regulations promulgated under Code Section 409A. No Employee Plan that is a “nonqualified deferred compensation plan” has been materially modified (as determined under Notice 2005-1) after October 3, 2004. No stock option granted under any Employee Plan has an exercise price that has been or may be less than the fair market value of the underlying stock as of the date such option was granted or has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option.

(h) Seller, each Employee Plan and each Employee Plan “sponsor” or “administrator” (within the meaning of Section 3(16) of ERISA) has complied with the applicable requirements of Section 4980B of the Code and Section 601 et seq. of ERISA or any comparable state Law.

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3.19 Employees .

(a) Section 3.19(a) of the Schedule of Exceptions sets forth a true and complete list as of the date of this Agreement of (i) the names, titles, annual salaries, bonus and other compensation of all current employees of Seller and the wage rates for all non-salaried employees of Seller (by classification) and (ii) the names of, and compensation payable, and independent contractors or consultants of Seller. Seller has not been notified by any of such employees that such employee intends to resign, retire or discontinue its relationship with Seller as a result of the Transactions or otherwise within one year after the Closing Date.

(b) Other than as set forth in Section 3.19(b) of the Schedule of Exceptions, Seller is not a party to any current employment Contract with any employee or independent contractor. To Seller’s Knowledge, neither Seller nor any current or former employee or former independent contractor is in violation of any material term of any employment or independent contractor agreement, confidentiality or other proprietary information disclosure agreement or any other Contract entered into by and between such employee and/or independent contractor and Seller.

(c) All of Seller’s employees and independent contractors are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed.

3.20 Labor Matters .

(a) Seller is in material compliance with all currently applicable Laws respecting employment and employment practices, including provisions relating to wages and hours, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. Seller is not engaged in any unfair labor practice, and (other than for wages earned in the ordinary course of business during the payroll period immediately preceding the Closing Date) there exists no basis for the assessment of any unpaid wages with respect to any employee.

(b) There are no labor troubles, including strikes, work stoppages, work slowdowns, picketing or lockouts pending or, to Seller’s Knowledge, threatened against or involving Seller, and (ii) neither Seller nor, to Seller’s Knowledge, any of its officers, directors or employees is the subject of any Claim of any unfair labor practice, grievance, arbitration, negotiation, suit, or action by any employee or employee representative, and no complaint or charge is pending against Seller before the National Labor Relations Board, Equal Employment Opportunity Commission or any other Governmental Authority.

(c) To Seller’s Knowledge, (i) no employee of Seller is represented by a labor union; (ii) no petition has been filed or other Claim instituted by an employee or group of employees of Seller with any labor relations board seeking recognition of a bargaining representative; and (iii) there is no organizational effort currently being made or threatened by, or

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on behalf of, any labor union to organize employees of Seller, and no demand for recognition of employees of Seller has been made by, or on behalf of, any labor union.

3.21 Real Property .

(a) Seller does not currently own, or has ever owned, any real property.

(b) Section 3.21(b) of the Schedule of Exceptions sets forth a true, correct and complete list of all leases, subleases and other agreements (collectively, the “ Real Property Leases ”) under which Seller uses or occupies or has the right or obligation to use or occupy or pay rent or other fees for use thereof, now or in the future, any real property (the land, buildings and other improvements covered by the Real Property Leases being hereinafter referred to as the “ Leased Real Property ”). Seller has good, valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property, all of which will be transferred to Purchaser as part of the transactions contemplated by this Agreement. Seller has heretofore delivered or made available to Purchaser true, correct and complete copies of all Real Property Leases, including all modifications, amendments and supplements thereto. Each Real Property Lease is valid, binding and in full force and effect, and as of the Closing, all amounts currently due and owing pursuant to the Real Property Leases will have been paid in full. Seller is not, and, to Seller’s Knowledge, no other party is in Default under any Real Property Lease. Since December 31, 2008, Seller has not received notice of, nor to Seller’s Knowledge, has there been any threatened Default by any landlord or tenant under any Real Property Lease or under any subordinate transfer under a Real Property Lease. All required Consents of, filings with, or notices to, any party to any of the Real Property Leases in connection with the Transactions have been completed or will be completed by the Closing Date. All of the land, buildings, structures, plants, facilities and other improvements used by Seller in the Business are included in the Leased Real Property.

(c) Collectively, the Leased Real Property is adequate for the operation of the Businesses as presently conducted and, to Seller’s Knowledge, there are no conditions existing or Claims pending or threatened that would materially impair the adequacy of the Leased Real Property for that purpose.


3.23 Monthly Page Views; Site Performance / Scalability .

(a) Since November 26, 2008, the number of Page Views of www.dailystrenth.org has not exceeded 19 million Page Views in any single calendar month. The only Subject Website (as defined in Schedule 2.09 to the Merger Agreement) is www.dailystrength.org and no Person who held Company Capital Stock (as defined in the Merger Agreement) has requested that another website be included within the definition of Subject Website.

(b) All of the rights and obligations of Seller and Parent with respect to the Earn Out Payments are set forth in the Merger Agreement, the Hirsch Employment Agreement and on Schedule 2.09 to the Merger Agreement, true and correct copies of which have been provided to SC and Purchaser, and there are no other rights, obligations, Liabilities or promises, oral or written, relating to the Earn Out Payments.

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(c) Seller’s website has been built using hardware and software components that are scalable to meet the Seller-anticipated growing demand of user traffic over the next 12 months with reasonable and proportional expenditures and no known or reasonably foreseeable limitations. For the avoidance of doubt, scaling to such levels will require further expenditures in hardware and software; provided , however , that there is no obligation, other than any obligation expressly set forth in the Hirsch Employment Agreement, to make any expenditures in hardware, software or otherwise, in order to scale Seller’s website. For the period beginning January 1, 2009 and ending on the Closing Date, Seller’s website has historically been (and will be) operational for 99.8% of the time, excluding scheduled maintenance (based on the total number of minutes such site was (and will be) operational during such period vs. the total number of minutes in such period, excluding scheduled downtime for maintenance).

3.24 Books and Records . Seller has maintained Records with respect to the Business, the Acquired Assets and the Assumed Liabilities which are true, accurate and complete in all material respects, and Seller is not aware of any material deficiencies in such Records. Except as set forth in Section 3.24 of the Disclosure Schedules, Seller does not have any of its primary Records, systems, controls, data or information which are material to the operation of the Business recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means ( including any electronic, mechanical or photographic process, whether or not computerized) which ( including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Seller.

3.25 Absence of Unlawful Payments . Neither (a) Seller, nor (b) any director or officer of Seller, nor (c) any employee, agent or other Person acting on behalf of Seller (i) has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment; made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iii) has accepted or received any unlawful contributions, payments, gifts or expenditures.

3.26 Effect of the Transaction . Except as disclosed on Section 3.26, no creditor, employee, or customer or other Person having a material business relationship with the Business has informed Seller that such Person currently intends to change the relationship because of this Agreement or because of any of the Transactions contemplated hereby, nor does Seller have Knowledge of any such intent.

3.27 Finders’ Fees . Except as set forth in Section 3.27 of the Schedule of Exceptions, no broker, finder, agent or similar intermediary has acted on behalf of Seller in connection with this Agreement or the Transactions contemplated hereby, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable by Seller in connection therewith.

3.28 Other Business Interests . Seller does not engage in any business, other than the Business.

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER

Each of SC and Purchaser represents and warrants to each of Seller and Parent the following matters both as of the date of this

Agreement and as of the Closing Date (except to the extent that a representation or warranty expressly states that such representation or warranty is current only as of an earlier date or as of the date of this Agreement):

4.01 Existence and Power . Each of SC and Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all Permits and Consents required to carry on its business as now conducted, except for those Permits and Consents the absence of which would not have a material adverse effect on the ability of SC or Purchaser, as applicable, to consummate the Transactions.

4.02 Authorization; Binding Effect . Each of SC and Purchaser has all requisite corporate power and corporate authority required to enter into this Agreement, the Transaction Documents to be executed by it and to perform its obligations under this Agreement and the Transaction Documents to which it is a party and to otherwise consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by SC and Purchaser and the consummation of the Transactions by SC and Purchaser have been duly authorized by all necessary corporate action on the part of such Person. This Agreement has been duly executed and delivered by each of SC and Purchaser and constitutes a legal, valid and binding agreement of such Person enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). All other Transaction Documents delivered at Closing by each of SC and Purchaser will be duly and validly executed by such Person and will constitute the legal, valid and binding agreement of such Person, enforceable against such Person in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.03 Governmental Authorization and Consents . No Consent of, filing with, or notice to, any Governmental Authority, lender, lessor, creditor, stockholder or any other Person is required in connection with the execution, delivery and performance by either SC or Purchaser of this Agreement and each of the Transaction Documents to which it is a party, and the consummation by such Person of the Transactions.

4.04 Non-contravention . The execution and delivery of this Agreement and the other Transaction Documents by each of SC and Purchaser, the performance by such Person of its obligations hereunder and thereunder and the consummation of the Transactions do not and will not (i) contravene or conflict with the certificate of incorporation or bylaws of either SC or Purchaser, (ii) assuming compliance with the matters referred to in Section 4.03, contravene or conflict with any applicable Law binding upon or applicable to SC or Purchaser in any material respect or (iii) require notice, or constitute a Default under, any Contract binding upon SC or

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Purchaser, except as would not have a material adverse effect on the ability of such Person to consummate the Transactions.

4.05 Litigation . To Purchaser’s Knowledge, there is no litigation, action, suit, proceeding, or governmental investigation pending or threatened against either SC or Purchaser, at law or in equity or before any federal, state, municipal, local or other Governmental Authority, which might have a material adverse effect on the ability of either SC or Purchaser to consummate the Transactions, nor does SC or Purchaser know or have reason to know of any grounds for any such litigation, action, suit, proceeding, or investigation.

4.06 Finders’ Fee . No broker, finder, agent or similar intermediary has acted on behalf of either SC or Purchaser in connection with this Agreement or the Transactions contemplated hereby, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable by either SC or Purchaser in connection herewith.

4.07 Payment of Liabilities . There is no pending proceeding for the dissolution, liquidation, insolvency or recapitalization of the Purchaser or SC nor, to Purchaser’s Knowledge, has any third party threatened to commence any such proceeding. Each of Purchaser and SC has not incurred, does not intend to incur, or believes (nor should it reasonably believe) that it will incur (whether contemplated by the Transactions or otherwise), any Liability, including the Assumed Liabilities, beyond its ability to pay such Liabilities as they become due.

ARTICLE V CERTAIN COVENANTS AND AGREEMENTS

5.01 Actions Pending Closing .

(a) From the date hereof through the earlier of the Closing or the termination of this Agreement and except as expressly

contemplated by this Agreement, Seller agrees (i) to conduct the Business only in the ordinary course and in substantially the same manner as heretofore conducted, (ii) to use its reasonable best efforts to preserve its business organizations intact, and to retain its present officers and key employees who participate in the Business, to preserve the goodwill of customers, suppliers and all other Persons having business relationships with Seller in its operation of the Business, (iii) to pay its obligations to its creditors in the ordinary course of business, (iv) to use its reasonable best efforts to maintain and keep the Acquired Assets in as good repair and condition as at present, ordinary wear and tear excepted, (v) to operate the Business in compliance with all applicable Laws, (vi) to confer with Purchaser concerning operational matters that may have a Material Adverse Effect, and (vii) to maintain in effect and, when necessary, renew Seller Policies and to confer with Purchaser prior to making any modifications to the Seller Policies.

(b) Without limiting the generality of the foregoing, prior to the Closing, Seller shall not, except as contemplated by this Agreement or as set forth in Section 5.01 of the Schedule of Exceptions, without the prior written consent of Purchaser, which consent shall not be unreasonably denied, take any action that would cause any of its representations to be untrue or inaccurate at any time or authorize, or commit or agree to take, any such action or any action that would cause it to fail to satisfy any of the conditions to Closing set forth in Section 6.03.

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5.02 Efforts; Consents . Each party hereto agrees to use reasonable best efforts, at its own cost and expense, to take or cause to be taken all actions necessary, proper or advisable to consummate the Transactions on or prior to October 31, 2009. Without limiting the generality of the foregoing, each of the parties hereto shall use reasonable best efforts to obtain all Consents of, make any filings with, or give any notices to, any Governmental Authority or any other Person that are or may become necessary for the performance of its respective obligations pursuant to this Agreement, the other Transactions Documents and the consummation of the Transactions, and shall cooperate fully in promptly seeking to obtain, make or give such Consents, filings and notices as may be necessary for the performance of its respective obligations pursuant to this Agreement, the other Transaction Documents and the Transactions.

5.03 Access to Records .

(a) Prior to the Closing Date, Purchaser shall be entitled, through its employees and representatives, to make such investigation of the Acquired Assets and Business and such examination of the books, records and financial condition of Seller as Purchaser may request. Any such investigation and examination shall be conducted after providing reasonable prior notice and Seller shall cooperate therewith. In order that Purchaser may have the opportunity to make such business, accounting and legal review, examination or investigation as it requests, Seller shall furnish the representatives of Purchaser, during such period, with all such information and copies of such documents as such representatives may request, shall make available its officers and employees as such representatives may reasonably request, and shall cause its officers and employees to, and use its best efforts to cause its consultants, agents, accountants and attorneys to, cooperate fully with such representatives in connection with such review and examination. Between the date of this Agreement and the Closing Date, as soon as the same are available, Seller will provide Purchaser with copies of the regularly prepared financial statements of Seller, if any.

(b) Between the date of this Agreement and the Closing Date, Purchaser will not, without the prior written consent of Parent, disclose any Parent or Seller Confidential Information to any Person other than those of its Representatives who are actively assisting in completion of the Transactions and integration of Seller’s Business, unless, upon the advice of counsel to Purchaser, disclosure is required to be made pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules of NASDAQ or any other relevant securities exchange or other applicable Law. In the event that Purchaser or any of its Representatives are requested pursuant to, or required by, Law to disclosure any Parent or Seller Confidential Information, Purchaser agrees that it will provide Parent with prompt notice of such request or requirement in order to enable Parent, at Parent’s sole expense, to seek an appropriate protective order or other remedy or to waive compliance, in whole or in part, with the terms hereof.

5.04 Notification of Certain Matters .

(a) Seller shall give immediate notice to Purchaser if any of the following occurs after the date of this Agreement and prior to or on the Closing Date: (i) any notice of, or other communication relating to, a Default under any Material Contract; (ii) receipt by Seller of any notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.03; (iii) the occurrence or non-occurrence of

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any fact or event which could reasonably be expected to cause any covenant, condition or agreement of Seller hereunder not to be complied with or satisfied; (iv) the commencement or threat of any litigation or government investigation involving or affecting the Business or any Acquired Asset; (v) the occurrence or non-occurrence of any fact or event that causes a breach by Seller of any provision of this Agreement applicable to it; (vi) receipt by Seller of any notice or other communication from any Governmental Authority in connection with the Transactions; and (vii) the occurrence of any fact or event of which it becomes aware that results in the inaccuracy in any representation or warranty of Seller; provided, however, that the delivery of any notice pursuant to this provision shall not modify any representation or warranty of any party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Purchaser and the failure of Purchaser to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations or warranties of Seller.

(b) Purchaser shall give immediate notice to Parent if any of the following occurs after the date of this Agreement and prior to or on the Closing Date: (i) receipt by Purchaser of any notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.03 above; (ii) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement of Purchaser hereunder not to be complied with or satisfied; (iii) the commencement or written threat of any material litigation or government investigation involving or affecting Purchaser or any of its properties or assets; (iv) the occurrence or non-occurrence of any fact or event that causes, a breach by Purchaser of any provision of this Agreement applicable to it; (v) receipt by Purchaser of any notice or other communication from any Governmental Authority in connection with the Transactions; (vi) the occurrence of any fact or event of which it becomes aware that results in the inaccuracy in any representation or warranty of Purchaser; provided, however, that, subject to Section 8.02, the delivery of any notice pursuant to this provision shall not modify any representation or warranty of any party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Parent or Seller and the failure of Parent or Seller to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations or warranties of Purchaser.

5.05 Employee Matters .

(a) Purchaser may in its sole discretion, but is not obligated to, make offers of employment to employees of Seller who are engaged in the Business and certain independent contractors providing Business-related services to Seller (such Persons who accept the terms and conditions of such offer and who are employed by Purchaser are hereinafter referred to as “ Hired Employees ”). Seller agrees to, as determined by and in coordination with Purchaser, terminate or transfer or cause to be terminated or transferred the employment (or independent contractor arrangement, as applicable) of all Hired Employees. Purchaser shall at its discretion establish the initial terms and conditions of employment for all Hired Employees. Seller shall remain solely responsible for all employees and independent contractors that are not Hired Employees and all Claims related thereto. Notwithstanding the foregoing, at its discretion at any time after November 24, 2011, Parent may enter into an agreement with Douglas Hirsch to provide services to Parent, so long as: (i) such services are not for the benefit of any business competitive with the

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Business or any other business conducted by SC or Purchaser; and (ii) such services do not interfere with Mr. Hirsch’s responsibilities to SC or Purchaser following the Closing.

(b) Seller shall pay or shall cause to be paid (or arrange for its insurance carriers to pay) all amounts due Hired Employees until the Closing Date, including amounts due as wages or salary, on account of severance, health claims, bonus and other benefits for such employees until the Closing Date, when and as the same become due. Purchaser shall be responsible for any severance and benefits amounts due any employee or independent contractor arrangement, as applicable, terminated by Seller at Purchaser’s discretion.

(c) The active participation by all Hired Employees in Employee Plans of Seller and Parent will cease as of the Closing Date. Neither SC nor Purchaser will assume or continue, and will have no responsibility or Liability to the Hired Employees or any other Person under or with respect to, any Employee Plans of Seller or Parent.

(d) Seller shall continue to make or shall cause to be made all required contributions to any Employee Plan on behalf of its employees through and including the Closing Date.

(e) Seller will be responsible for making continuation coverage under COBRA under an Employee Plan available to any Hired Employee and any eligible spouse or dependent who experiences a “qualifying event,” as defined in Code Section 4980B(f)(3), before or as of the Closing Date. Purchaser will be responsible for making continuation coverage under COBRA under an Employee Plan available to any Hired Employee and any eligible spouse or dependent who experiences a “qualifying event,” as defined in Code Section 4980B(f)(3), after the Closing Date. Neither SC nor Purchaser will, nor will be required to, pay for, fund or subsidize the purchase of COBRA continuation coverage under an Employee Plan by or on behalf of any Hired Employee, spouse or dependent after the Closing.

(f) Seller shall pay all costs and Liabilities arising out of the termination of any of Seller’s employees or independent contractors who are not Hired Employees, including: (i) compliance with the requirements of the Workers Adjustment and Retraining Notification Act or under any similar or analogous Law having applicability to Seller or the Business: (ii) administration and payment of any severance benefits, and if provided, out-placement assistance; (iii) accrued salary, vacation and benefits or other payments, whether or not payable under Contract; (iv) providing COBRA benefits under an Employee Plan and applicable Law; and (v) any other related obligations and Liabilities. Purchaser shall pay all such costs and Liabilities of the type described in this paragraph with respect to all Hired Employees who are terminated after the Closing to the extent incurred after the Closing.

(g) Seller shall prevent any and all actions and omissions to act which would directly or indirectly give rise to any Liability or other obligation on the part of either SC, Purchaser or their respective Affiliates (or any group health plan relating to SC, Purchaser or any of their respective Affiliates): (i) as or in relation to a “successor employer” under COBRA or applicable Law in connection with the Transactions or any group health plan relating to Seller or any of its Affiliates; or (ii) in connection with any Employee Plan.

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(h) The provisions of this Agreement are for the benefit of SC, Purchaser and Seller only, and no employee or independent contractor of Seller or any other Person shall have any rights hereunder. Nothing herein expressed or implied shall confer upon any employee of Seller, any other employee or legal representatives or beneficiaries thereof, or any other Person, any rights or remedies, including any right to employment or retention as an independent contractor or continued employment for any specified period or to be covered under or by any employee benefit plan or arrangement, or shall cause the employment status of any employee to be other than terminable at will.

5.06 Consents ; Failure to Obtain Consents . After the Closing Date, Seller will use its commercially reasonable efforts to obtain or cause to be obtained any Consents required to be obtained by Seller in connection with the Transactions that are requested by Purchaser and that have not been previously obtained prior to or at the Closing, and Purchaser shall provide its cooperation in such regard if reasonably requested by Seller. If any Consent with respect to any Contract or Permit is required to be obtained by Seller in connection with the Transactions has not been obtained as of the Closing Date, then Seller shall continue to use its commercially reasonable efforts to obtain or cause to be obtained such Consent following the Closing Date, Purchaser shall provide its cooperation in such regard if reasonably requested by Seller, and Seller shall cooperate in any reasonable arrangement which is designed to provide Purchaser with the benefits of such Consent until such time the Consent is actually obtained by Seller.

5.07 Transition Cooperation; Mail Received After Closing .

(a) Following the Closing Date, Purchaser may receive and open all mail addressed to Seller that Purchaser reasonably believes relates to the Business, the Acquired Assets or the Assumed Liabilities, and, to the extent that such mail and the contents thereof relate to the Business, the Acquired Assets or the Assumed Liabilities, deal with the contents thereof at its reasonable discretion. Following the Closing Date, Seller may receive and open all mail addressed to Purchaser that Seller reasonably believes relates to the Excluded Assets or Retained Liabilities, and, to the extent that such mail and the contents thereof relate to the Excluded Assets or Retained Liabilities, deal with the contents thereof at its reasonable discretion. From and after the Closing Date, Seller shall promptly forward or cause to be forwarded to Purchaser any mail received by Seller that relates to the Business, the Acquired Assets or the Assumed Liabilities, and Purchaser shall promptly forward or cause to be forwarded to Seller any mail received by Purchaser that relates to the Excluded Assets or the Retained Liabilities.

(b) Following the Closing Date, Seller hereby grants to Purchaser the power, right and authority, coupled with an interest, to receive, endorse, cash, deposit, and otherwise deal with, in the name of Seller, any checks, drafts, documents and instruments constituting payment of any notes or accounts receivable included in the Acquired Assets and that are payable to, payable to the order of, or endorsed in favor of Seller or any agent of Seller. Seller agrees promptly to endorse and pay over or cause to be endorsed and paid over to Purchaser, without deduction or offset, the full amount of any payment received by Seller after the Closing Date in respect of goods sold or services rendered as part of the Business.

5.08 Other Post-Closing Expenses . Seller is responsible for all expenses (other than those related to Assumed Liabilities) related to the Business incurred prior to and on the Closing

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Date and SC or Purchaser, as applicable, is responsible for all Assumed Liabilities and for all expenses related to the Business first incurred after the Closing Date, and Purchaser will forward to Seller invoices for expenses relating solely to the period on and before the Closing Date (other than the Assumed Liabilities) and Seller shall pay such invoices directly to the payee. In order to assure Purchaser of no disruption in services, Purchaser may pay any invoices which reflect expenses relating to both the period before and after the Closing Date, however, Seller shall remain obligated for its portion of such expenses in accordance with the terms of this Agreement. On or before forty-five (45) days after the Closing Date, Purchaser and Seller will provide each other with a list of all such pro-rated, pre- Closing Date-paid, Closing Date-paid and post- Closing Date-paid expenses that are not otherwise addressed by this Agreement as Assumed Liabilities. Purchaser and Seller shall reimburse each other promptly for any amounts due each other at that time and thereafter within ten (10) days after receipt of proof of payment of any such expenses.

5.09 Payment of Retained Liabilities . Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other Liabilities of Seller under this Agreement when due. If any such Liabilities are not so paid or provided for, or if Purchaser reasonably determines that failure to make any payments will impair Purchaser’s use or enjoyment of the Acquired Assets, Purchaser may, at any time after the Closing Date, elect to make all such payments directly (but shall have no obligation to do so) and the full amount of all such payments made by Purchaser shall be promptly reimbursed by Seller following Purchaser’s written notice to Seller thereof.

5.10 Further Assurances . All deliveries, payments and other transactions and documents relating to the Transactions shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing). Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Acquired Assets, or for the assumption of the Assumed Liabilities, or to otherwise satisfy and perform the obligations of the parties hereunder or to otherwise give effect to the Transactions. Without limiting the generality of the foregoing, each of Parent and Seller shall, upon the request of Purchaser and without further consideration, in a timely manner on and after the Closing Date execute and deliver to Purchaser such other documents, releases, assignments and other instruments as may be reasonably required to effectuate completely the transfer and assignment to Purchaser of, and to vest fully in Purchaser all of Seller’s and Parent’s rights to the Acquired Assets.

5.11 Press Releases and Announcements . Purchaser, Seller, Parent and their respective officers, employees, and agents agree to reasonably cooperate in making any press release or other public announcement or disclosure regarding or relating to this Agreement or any transaction contemplated hereby.

5.12 Earn-Out Payment . Neither Seller, Parent nor any of their Affiliates shall take any action with respect to (or otherwise affecting) the Earn-Out Payment or any Liabilities with respect

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thereto, in each case which could adversely impact SC’s or Purchaser’s obligations hereunder, without SC’s prior written consent. In addition, promptly after its receipt of any Claim or other correspondence relating to any Earn-Out Payment, or the results of any internal or third-party analysis of the data comprising any metrics supporting the payment or non-payment of any Earn-Out Payment, each of Seller, Parent or its respective Affiliates, as applicable, shall forward the same to SC.

ARTICLE VI CONDITIONS TO CLOSING

6.01 General Conditions . The respective obligations of each party to this Agreement to consummate the Transactions shall be

subject to the following conditions, unless waived in writing prior to the Closing Date by each party:

(a) Governmental Consents , Approvals and Waivers . To the extent required by applicable Law or Permit, all Consents required to be obtained from, and notices required to be given to, any Governmental Authority required in order for the parties to consummate the Transactions shall have been received, obtained or given, as the case may be, and shall be in full force and effect.

(b) No Actions or Orders . No Law shall have been adopted, promulgated, entered, enforced or issued (and not repealed, superseded, lifted or otherwise made inapplicable) by any Governmental Authority which, or Claim shall be pending or threatened before any court, other Governmental Authority or arbitrator which, if successful, would (i) enjoin, restrain, or prohibit the consummation of any of the Transactions or (ii) have the effect of making illegal or otherwise prohibiting any of the Transactions.

(c) Subscription Agreement . Each of Parent and SC shall have executed and delivered (or tendered subject only to Closing) to the other, a Subscription Agreement pursuant to which Parent is acquiring stock in SC concurrent with the Closing, in the form attached as Exhibit 6.01(c) .

(d) Promissory Note . Parent shall have executed and delivered (or tendered subject only to Closing) to SC a Promissory Note, in the form attached as Exhibit 6.01(d) .

(e) Stockholder Agreements . Each of Parent and SC and each other stockholder of SC shall have executed and delivered (or tendered subject only to Closing) to the other, a counterpart to each agreement among SC and its stockholders (including a Co-Sale and Right of First Refusal Agreement, Voting Agreement and Investor Rights Agreement) in the forms attached as Exhibit 6.01(e) .

(f) Services Agreement . Each of Parent and SC shall have executed and delivered (or tendered subject only to Closing) to the other, a counterpart to the Services Agreement (the “ Services Agreement ”) in the form attached as Exhibit 6.01(f) .

(g) Other Agreements . Each party to an agreement set forth on Exhibit 6.01(g) shall have received counterpart signature pages from all other parties to such agreement.

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6.02 Conditions to Obligations of Parent and Seller . The obligation of Parent and Seller to consummate the Transactions shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing by Seller:

(a) Representations and Warranties . Each of the representations and warranties of each of SC and Purchaser contained herein that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date with the same force and effect as though made at and as of the Closing Date (except to the extent a representation or warranty speaks specifically as of an earlier date, in which case as of such date).

(b) Covenants . Each of SC and Purchaser shall have performed, in all material respects, all obligations and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date.

(c) Assignment Documents . Each of SC and Purchaser shall have executed and delivered (or tendered subject only to Closing) to Parent and Seller an Assignment and Assumption Agreement, in the form of Exhibit 6.02(c) (the “ Assignment and Assumption Agreement ”).

(d) Standstill Agreement . Each of SC and Purchaser shall have executed a Standstill Agreement, in the form of Exhibit 6.02(d) .

(e) License Agreements . SC shall have executed and delivered (or tendered subject only to Closing) to Parent the License Agreements in the form attached as Exhibit 6.02(e) .

(f) Certificates . Certificates, in form and substance reasonably satisfactory to Seller and its legal counsel, of the Secretary of each of SC and Purchaser certifying and attaching all requisite resolutions or actions of each of SC and Purchaser’s board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of each of SC and Purchaser executing this Agreement and any other document relating to the Transactions and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.02(b).

(g) Third Party Consents . Purchaser shall have notified Seller it is satisfied with the form and substance of each Consent listed in Schedule 6.03(c).

6.03 Conditions to Obligations of SC and Purchaser . The obligations of each of SC and Purchaser to consummate the Transactions shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing by Purchaser:

(a) Representations . Each of the representations and warranties of Seller and Parent contained herein that are qualified as to materiality or a Material Adverse Effect (or similar concept) shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Closing Date with the same force and effect as though made at and as of the Closing Date (except to the extent a representation or warranty speaks specifically as of an earlier date, in which case as of such date).

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(b) Covenants . Each of Parent and Seller shall have performed, in all material respects, all obligations and complied, in all material respects, with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c) Consents . Each of Parent and Seller shall have obtained and provided to Purchaser each Consent listed in Schedule 6.03(c), if any, each in form and substance reasonably satisfactory to Purchaser.

(d) No Material Adverse Effect . There shall not have occurred after the date hereof any event or events that, individually or in the aggregate, constitute a Material Adverse Effect.

(e) Assignment Documents . Parent and Seller, as applicable, shall have executed and delivered (or tendered subject only to Closing) to Purchaser, the Assignment and Assumption Agreement, a Bill of Sale in the form attached as Exhibit 6.03(e)(i) (the “ Bill of Sale ”) and a Trademark Assignment Agreement in the form attached as Exhibit 6.03(e)(ii) (the “ Trademark Assignment Agreement ”).

(f) Certificates . Purchaser shall have received the following:

(i) certificates, in form and substance satisfactory to Purchaser and its legal counsel and executed by each of Parent and Seller, as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.03(a) and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 6.03(b); and

(ii) certificates, in form and substance reasonably satisfactory to Purchaser and its legal counsel, of the Secretary of each of Parent and Seller certifying and attaching all requisite resolutions or actions of Seller’s and Parent’s board of directors approving the execution and delivery of this Agreement and the consummation of the Transactions and certifying to the incumbency and signatures of the officers of Seller and Parent executing this Agreement and any other document relating to the Transactions.

6.04 Closing . The consummation of the Transactions (the “ Closing ”) will take place at the offices of Nelson Mullins Riley & Scarborough LLP, 201 17 th Street, Suite 1700, Atlanta, Georgia, at 10:00 a.m., Atlanta, Georgia time, on the date which is no later than two (2) Business Days following the satisfaction (or waiver, if applicable) of the conditions in this Article VI, or at such other place and time as the parties have mutually agreed in writing. The date on which the Closing actually occurs is referred to herein as the “ Closing Date .”

ARTICLE VII INDEMNIFICATION AND SURVIVAL

7.01 Survival .

(a) All representations and warranties contained in this Agreement or incorporated herein by reference or in any certificate

delivered by a party pursuant to this Agreement shall (i) survive the Closing, notwithstanding any investigation made by or on behalf of

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any party hereto, and (ii) be deemed to be made as of the date hereof and as of the Closing Date (except to the extent that a representation or warranty expressly states that such representation or warranty is as of a certain date), in each case, subject to the limitations set forth in this Section 7.01.

(b) The representations and warranties contained in or made pursuant to this Agreement and the indemnity obligations set forth in Sections 7.02(a)(i) and 7.02(b)(i) shall terminate and expire on, and no Claim with respect thereto may be brought after, the date that is eighteen (18) months after the Closing Date; provided, however, that: (i) the representations, warranties and related indemnity obligations under Sections 3.01 ( Existence and Power), 3.02 (Authorization; Binding Effect), 3.05(a) (Title to and Condition of Properties), 4.01 (Existence and Power) 4.02 (Authorization; Binding Effect) and 4.07 (Payment of Liabilities) shall survive until expiration of the respective applicable statute of limitations for each such item, and (ii) the representations, warranties and related indemnity obligations under Sections 3.14 ( Intellectual Property), 3.16 (Environmental Matters), 3.18 (Employee Benefit Plans), 3.27 (Finders’ Fees) and 4.06 (Finders’ Fees) shall terminate on, and no Claim with respect thereto may be brought after, the date that is twenty-four (24) months after the Closing Date.

(c) Except as otherwise expressly provided herein, the covenants and agreements of the parties contained in this Agreement shall survive indefinitely the execution and delivery hereof and the consummation of the Transactions. Notwithstanding any other provision of this Agreement, if any Claim for Damages is asserted by any Indemnitee prior to the termination of the representation, warranty or indemnification obligation pursuant to this Section 7.01, the indemnity obligations shall continue with respect to such Claim until the resolution thereof, provided that such asserted indemnification is identified in writing to Seller prior to the expiration of such indemnity.

(d) The right to indemnification or any other remedy based on warranties, representations, covenants and agreements in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any warranty or representation, or on the performance of or compliance with any covenant or agreements, will not affect the right to indemnification or any other remedy based on such warranties, representations, covenants and agreements.

7.02 Indemnification . After the Closing, subject to the limitations and qualifications set forth in this Article VII, each of Seller and Parent, on the one hand, and SC and Purchaser, on the other hand (each in such capacity, an “ Indemnitor ” and collectively, the “ Indemnitors ”) shall, jointly and severally, indemnify and hold harmless each of SC, Purchaser, their respective Affiliates, and each of their respective stockholders, trustees, directors, officers and other Representatives, on the one hand, and Seller, Parent, their respective Affiliates, and each of their respective stockholders, trustees, directors, officers and other Representatives, on the other hand (collectively in such capacities, the “ Indemnitees ”) from and against and in respect of any and all Claims, Damages and Losses which arise out of, relate to or result from:

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(a) in respect of Seller’s or Parent’s capacity as Indemnitor:

(i) the inaccuracy in or breach of any representation or warranty made by an Indemnitor in any Transaction Document ( including the Schedule of Exceptions),

(ii) the breach or non-fulfillment of any covenant or agreement made by Indemnitor in any Transaction Document,

(iii) the Retained Liabilities ( including any Liabilities set forth on Section 3.11 of the Schedule of Exceptions or in respect of Taxes or ERISA arising prior to Closing),

(iv) any Claim for finder’s fees Seller or Parent incurs, and

(v) enforcing the indemnity hereunder.

(b) in respect of SC’s or Purchaser’s capacity as Indemnitor:

(i) the inaccuracy in or breach of any representation or warranty made by an Indemnitor in any Transaction Document (including the Schedule of Exceptions),

(ii) the breach or non-fulfillment of any covenant or agreement made by Indemnitor in any Transaction Document,

(iii) the Assumed Liabilities,

(iv) any Claim for finder’s fees SC or Purchaser incurs, and

(v) enforcing the indemnity hereunder.

7.03 Notice of Indemnification Claims .

(a) Notice of Claims . If (i) a Claim is made by a third party against any Indemnitee, (ii) the Indemnitee believes in good faith that such party has experienced or incurred Damages, and (iii) the Indemnitee believes in good faith that it may be entitled to indemnification under Section 7.02, then such Indemnitee shall give to Parent written notice of such Claim or Damages (“ Indemnification Notice ”) as soon as reasonably practicable (provided that failure to give such notice shall not limit an Indemnitor’s indemnification obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects an Indemnitor’s ability to defend against the Claim). If a Claim relates to an action filed by a third party, such notice will be given by the Indemnitee to Seller promptly but in no event more than thirty (30) days after the Indemnitee has received written notice of such Claim (provided that failure to give such notice shall not limit an Indemnitor’s obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects an Indemnitor’s ability to defend against the Claim). The Indemnification Notice will describe with reasonable specificity the nature of the Claim, a good faith estimate of the Damages (to the extent then known) and the basis for the Damages associated therewith.

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(b) Procedure in Event of Indemnification Claim . If an Indemnitee desires to assert an indemnification claim pursuant to Section 7.02, the Indemnitee promptly shall provide an Indemnification Notice to Parent or SC, as applicable, in accordance with the procedures set forth in Section 7.03(a). If Parent or SC, as applicable, within thirty (30) days after receipt of the Indemnification Notice does not object to the propriety of the indemnification claims described as being subject to indemnification pursuant to Section 7.02 or the amount of Damages asserted in the Indemnification Notice, the indemnification claims described in the Indemnification Notice shall be deemed final and binding (a “ Permitted Indemnification Claim ”). If Parent or SC, as applicable, contests the propriety of an indemnification Claim described on the Indemnification Notice and/or the amount of Damages associated with such Claim, then Parent or SC, as applicable, shall deliver to the Indemnitee a written notice detailing with reasonable specificity all then known objections the Indemnitee has with respect to the indemnification claims contained in the Indemnification Notice (“ Indemnification Objection Notice ”). If Parent or SC, as applicable, and the Indemnitee are unable to resolve the disputed matters described in the Indemnification Objection Notice within fifteen (15) business days after the date the Indemnitee received the Indemnification Objection Notice, the disputed matters will be resolved by litigation in an appropriate court of competent jurisdiction. Any undisputed indemnification claims contained in the Indemnification Notice shall be deemed to be final and binding and shall constitute a Permitted Indemnification Claim. If Final Resolution of the litigation results in all or any portion of an indemnification Claim properly being subject to indemnification pursuant to Section 7.02, such Claim or portion thereof shall be final and binding and shall constitute a Permitted Indemnification Claim.

(c) Defense of Third Party Claims .

(i) An Indemnitee against whom a third party Claim is made shall give Parent or SC, as applicable, notice of such Claim in accordance with Section 7.03(a) so that an Indemnitor shall have an opportunity to defend such Claim, at such Indemnitor’s sole expense and with legal counsel selected by an Indemnitor and reasonably satisfactory to the Indemnitee; provided, that such Indemnitee at all times also shall have the right to participate fully in or to assume control of such defense at such Indemnitee’s sole expense and each Indemnitor will cooperate fully with the Indemnitee; provided, further, that if the Indemnitee undertakes the sole defense of such Claim, it shall defend such Claim in good faith, shall apprise Parent or SC, as applicable, from time to time as the Indemnitee deems appropriate of the progress of such defense and shall not consent to the entry of any judgment or enter into any settlement except with the written consent of Parent or SC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, the Indemnitee will have the right to employ one law firm as legal counsel, together with a separate local law firm in each applicable jurisdiction (each, “ Separate Counsel ”), to represent the Indemnitee in any action or group of related actions if, in the Indemnitee’s reasonable judgment at any time, either a conflict of interest between the Indemnitee and an Indemnitor exists with respect to such Claim or there may be defenses available to the Indemnitee that are different from or in addition to those available to either Indemnitor, and in that event: (i) the reasonable fees and expenses of such Separate Counsel will be paid by the Indemnitors; and (ii) each Indemnitor and the Indemnitee will have the right to conduct its own defense of such Claim. Failure of Parent or SC, as applicable, to give an Indemnitee written notice of its election to defend such Claim within twenty (20) days after receipt of notice thereof shall be deemed a waiver by each Indemnitor of its right to defend such Claim. If both Indemnitors shall

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elect not to assume the defense of such Claim (or if both Indemnitors shall be deemed to have waived its right to defend such Claim), the Indemnitee against whom such Claim is made shall have the right, but not the obligation, to undertake the sole defense of, and at the expense of, the Indemnitors ( including the payment of the Indemnitees’ reasonable attorneys’, accountant and expert fees). No Indemnitor, in the defense of such Claim, shall consent to the entry of any judgment or enter into any settlement (except with the prior written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed) that includes any admission of Liability by, on behalf of or with respect to any indemnified party or does not include as an unconditional term thereof the giving by the claimant to all the Indemnitees against whom such Claim is made or indemnification is provided of a general release from all past, present and future Liability in respect of, relating to or arising from such Claim or the alleged acts or omissions on which such Claim is based (which release shall exclude only any obligations incurred in connection with any such settlement) or contains any limitation, restriction, sanction or restriction on the conduct, or conduct of any business, by any such Indemnitee.

7.04 Limitations .

(a) An indemnified party shall not be entitled to indemnification under Section 7.02(a)(i) or Section 7.02(b)(i), except if and to the extent that the aggregate Losses incurred by the Indemnitees exceeds the sum of $ 15,000 (the “ Threshold Amount ”), and, if and when the aggregate amount of Losses for which the Indemnitees may recover under Section 7.02(a)(i) or Section 7.02(b)(i), as applicable, exceeds the Threshold Amount, then such Indemnitees shall be entitled to indemnification for Losses in excess of such amount. The limitations set forth in this Section 7.04(a) shall not apply to (A) any Claims related to an inaccuracy or breach of any representation or warranty contained in Sections 3.01 (Existence and Power), 3.02 ( Authorization; Binding Effect), 3.27 (Finders’ Fees), 4.01 (Existence and Power), 4.02 (Authorization; Binding Effect) 4.06 (Finders’ Fees) or 4.07 (Payment of Liabilities), or (B) any Claims based on a finding of fraud or willful misrepresentation.

(b) Subject to the limitations set forth in this Article VII, and except for Claims based upon a finding of fraud or willful misrepresentation, no Indemnitee shall be entitled to indemnification under Section 7.02(a)(i) in an aggregate amount greater than the sum of (i) $150,000, plus (ii) any Earn-Out Payment to which SC becomes obligated pursuant to Section 2.03(b). Except for Claims based upon a finding of fraud or willful misrepresentation, the indemnification provisions set forth in this Article VII shall be the Indemnitees’ sole and exclusive remedy for all Claims, Losses and Damages arising out of the matters set forth in this Article VII and Seller and Parent, on the one hand, and SC and Purchaser, on the other hand, hereby waive, for and on behalf of all of their related Indemnitees, any and all other remedies, whether at law or in equity, that are otherwise available to the Indemnitees, or any of them, arising out of this Agreement and the transactions contemplated hereby; provided, however, that notwithstanding the foregoing, nothing in this Agreement shall eliminate the ability of a party hereto to apply for equitable remedies to enforce the other party’s or parties’ obligations under this Agreement.

(c) THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE VII SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE INDEMNIFIABLE DAMAGES ARE BASED UPON PAST, PRESENT OR FUTURE ACTS, CLAIMS OR LEGAL REQUIREMENTS ( INCLUDING ANY PAST, PRESENT OR FUTURE, FRAUDULENT

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TRANSFER ACT, ENVIRONMENTAL LAW, OR PRODUCTS LIABILITY, SECURITIES OR OTHER LAW) AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE VII ARE NOT INTENDED TO AFFECT AN INDEMNITEE’S OBLIGATION TO USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE DAMAGES WITH RESPECT TO ANY CLAIM.

(d) NOTWITHSTANDING ANY PROVISION HEREIN, NO INDEMNITOR SHALL IN ANY EVENT BE LIABLE TO AN INDEMNITEE ON ACCOUNT OF ANY INDEMNITY OBLIGATION SET FORTH IN SECTION 7.02 FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (EXCLUDING ANY PUNITIVE DAMAGE ASSESSED AGAINST AN INDEMNITEE IN RESPECT OF A CLAIM BY A THIRD PARTY).

7.05 Right of Setoff . Each of Purchaser and SC shall be entitled to set-off the amount of any indemnification payment owed to Purchaser or SC under this Article VII against any amounts SC or Purchaser may owe either Parent or Seller, including any obligations of SC to pay any Earn-Out Payment pursuant to Section 2.03(b) and any amounts SC may become obligated to pay under the Services Agreement; provided , however , that any amounts which SC may become obligated to pay under the Services Agreement which are set-off by Purchaser or SC in accordance with this Section 7.05 shall be: (a) first, treated as payments made by Purchaser under the Promissory Note referenced in Section 6.01(d) until such Promissory Note is paid in full; and (b) second, after such Promissory Note is paid-in-full, treated as an indemnity payment pursuant to this Article VII.

ARTICLE VII TERMINATION

8.01 Termination of Agreement . This Agreement may be terminated at any time prior to the Closing Date as follows and in no

other manner:

(a) by the mutual written consent of SC and Purchaser, on the one hand, and Seller and Parent, on the other;

(b) by either Parent or Seller, on the one hand, or either Purchaser or SC, on the other hand, by written notice to the other parties hereto, if any Governmental Authority with jurisdiction over such matters shall have issued an order permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order shall have become final and unappealable; provided, however, that the terms of this Section 8.01(b) shall not be available to any party unless such party shall have used its commercially reasonable efforts to oppose any such order or to have such order vacated or made inapplicable to the Transactions to which such order relates;

(c) by any of Parent, Seller, SC or Purchaser, by written notice to the other parties hereto, if the Transactions shall not have been consummated on or before October 31, 2009.

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(d) by either SC or Purchaser, by written notice to Seller, in the event (i) that any representation or warranty of Seller contained herein that is qualified by materiality or Material Adverse Effect (or similar concept) is not true and correct, or if not so qualified, is not true and correct in all material respects, or (ii) of a material breach by Seller of any covenant of Seller contained in this Agreement, in either case which cannot be or has not been cured within ten (10) days after the giving of written notice to Seller of such inaccuracy or breach; or

(e) by either Parent or Seller, by written notice to Purchaser, in the event (i) that any representation or warranty of Purchaser contained herein that is qualified by materiality or Material Adverse Effect (or similar concept) is not true and correct, or if not so qualified, is not true and correct in all material respects, or (ii) of a material breach by Purchaser of any covenant or agreement of Purchaser contained in this Agreement, in either case which cannot be or has not been cured within ten (10) days after the giving of written notice to Purchaser of such inaccuracy or breach.

8.02 Effect of Termination . If this Agreement is terminated pursuant to Section 8.01, (i) this Agreement shall forthwith become void and have no further force or effect, and (ii) the parties shall have no Liability under this Agreement, provided that termination is not based on a willful material breach of any agreement or covenant set forth in this Agreement, in which event the terminating party will be entitled to exercise any and all remedies available under law or for such breach. Notwithstanding the foregoing, the obligations of the parties contained in this Section 8.02 and Section 9.03 shall survive any such termination.

ARTICLE IX CONFIDENTIALITY

9.01 Definition . “ Confidential Information” shall mean any and all information concerning the Business or the business affairs

of SC, Purchaser or Seller, and shall include such information as it relates to any Affiliate of SC, Purchaser or Seller. Without limiting the generality of the foregoing, Confidential Information includes but is not limited to:

(a) proprietary information of SC, Purchaser, Parent or Seller;

(b) financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, business plans, the names and backgrounds of key personnel, customer lists and customer information, personnel training and techniques and materials, marketing plans or market expansion proposals and sales techniques and materials of SC, Purchaser, Parent or Seller, however documented;

(c) information that it could be reasonably inferred to confer a competitive advantage against SC, Purchaser, Parent or Seller;

(d) information the release of which could be reasonably inferred to be detrimental to SC, Purchaser, Parent or Seller;

(e) product specifications, discoveries, improvements, processes, marketing and service methods or techniques, formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code), know-how, strategies, current and anticipated

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customer requirements, price lists, market studies, and any other information, however documented, that is a trade secret of SC, Purchaser, Parent or Seller under applicable Law; and

(f) notes, analyses, compilations, studies, summaries, and other material prepared by or for SC, Purchaser, Parent or Seller containing or based, in whole or in part, on any information included in the foregoing.

Notwithstanding anything to the contrary above, the term “Confidential Information” does not include information that: (x) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives; (y) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party pursuant hereto; or (z) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its representatives (provided that with respect to clauses (y) and (z) above, the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party or any other party with respect to such information).

9.02 Acknowledgments and Agreements by Seller and Parent . Each of Seller and Parent hereby acknowledge, agree and covenant that until the date that is five (5) years after the Closing Date, such Person and its Affiliates will keep confidential, will hold for the sole benefit of SC and Purchaser, and will not use except on behalf of either SC or Purchaser, all Confidential Information, which such Person acknowledges is, or shall be, proprietary to either SC or Purchaser, as applicable; provided, however , that any Confidential Information that is also considered a trade secret under applicable Law, shall not be disclosed by such Person as long as such information remains a trade secret and is not generally known or available to the public other than as a result of unauthorized or unlawful disclosure directly or indirectly by such Person. Each of Seller and Parent agrees that upon request it shall forthwith return to Purchaser, or destroy to the satisfaction of Purchaser, all Confidential Information in whatever form such information is in the possession of such Person or under such Person’s control, and shall additionally return all documents and other property that is in such Person’s possession or under such Person’s control and belonging to either SC or Purchaser. Notwithstanding the foregoing, the obligations of confidentiality, nondisclosure and non-use with respect to Confidential Information required by this Section 9.2 shall not apply to any Confidential Information required to be disclosed by law or stock exchange, in any such case only after giving the non-disclosing party as much advance notice of the possibility of such disclosure as practical so that the non-disclosing party may attempt to stop such disclosure or obtain a protective order concerning such disclosure.

ARTICLE XMISCELLANEOUS PROVISIONS

10.01 Amendment and Modifications . This Agreement may be amended, modified and supplemented only by the written agreement of all of the parties hereto which states that it is intended to be a modification of this Agreement.

10.02 Waiver of Compliance . Any failure of a party hereto to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver. No delay on the part of any

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party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. Unless otherwise provided, the rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties hereto may otherwise have at law or in equity. Whenever this Agreement requires or permits consent by or on behalf of a party, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 9.02.

10.03 Expenses . All costs and expenses ( including all fees and disbursements of legal counsel, financial advisors and accountants) incurred in connection with the negotiation and preparation of this Agreement, the performance of the terms hereof and the consummation of the Transactions, shall be paid by the respective party incurring such costs and expenses, whether or not the Closing shall have occurred.

10.04 Remedies . To the maximum extent permitted by Law, except as otherwise specifically provided by this Agreement, all rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available under applicable Law.

10.05 Waiver of Jury Trial . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.05.

10.06 Notices . All notices, requests, demands and other communications required or permitted hereunder shall be in writing to:

(a) Seller: Daily Strength, Inc.HSW International, Inc.One Capital City Plaza3350 Peachtree Road, Suite 1600Atlanta, GA 30326Attention: Bradley T. Zimmer,

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Executive Vice President and General Counsel

With a copy to: Wyrick Robbins Yates & Ponton LLP4101 Lake Boone Trail, Suite 300Raleigh, NC 27607Attention: Donald R. Reynolds

(b) Parent: HSW International, Inc.One Capital City Plaza3350 Peachtree Road, Suite 1600Atlanta, GA 30326Attention: Bradley T. Zimmer, Executive Vice President and General Counsel

With a copy to: Wyrick Robbins Yates & Ponton LLP4101 Lake Boone Trail, Suite 300Raleigh, NC 27607Attention: Donald R. Reynolds

(c) SC: Sharecare, Inc.One Capital City Plaza3350 Peachtree Road, Suite 1500Atlanta, GA 30326Attention: Colin Daniel, Vice President, Finance

(d) Purchaser: DS Acquisition, Inc.c/o Sharecare, Inc.One Capital City Plaza

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3350 Peachtree Road, Suite 1500Atlanta, GA 30326Attention: Colin Daniel, Vice President, Finance

In either case with a copy to: Nelson Mullins Riley & Scarborough LLP201 17 th Street, NW, Suite 1700Atlanta, GA 30363Attention: Jeff Allred

Notices will be deemed given (a) three (3) business days after being mailed by certified or registered United States mail, postage prepaid, return receipt requested, (b) on the first business day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery, (c) when received (to the extent receipt is confirmed by telephone) if sent by facsimile transmission or email or (d) at the time delivered by hand.

10.07 Governing Law . This Agreement and the legal relationship among the parties hereto shall be governed and construed under the laws of the State of Delaware.

10.08 Assignment . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, that, subject to the conditions and terms set forth herein , each of SC or Purchaser may assign its rights and obligations under this Agreement to any Person that succeeds to substantially all of such Person’s assets and liabilities.

10.09 Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or Portable Document Format shall be deemed to be their original signatures for all purposes.

10.10 Headings . The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

10.11 Entire Agreement . This Agreement, including the exhibits and schedules hereto, the Schedule of Exceptions and the other documents and certificates delivered pursuant to the

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terms hereof, set forth the final, complete and exclusive agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.

10.12 Third Parties . Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto or their successors and assigns any rights or remedies under or by reason of this Agreement except as expressly set forth herein or in the Transaction Documents.

10.13 Representation by Counsel ; Interpretation . Each of Parent and Seller, on the one hand, and each of SC and Purchaser, on the other hand, each acknowledge that such parties have been represented by legal counsel in connection with this Agreement and the Transactions. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and any such right is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of Parent, Seller, SC and Purchaser.

10.14 Severability . In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein, unless such a construction would be unreasonable.

10.15 Time of Essence . With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

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Signature Page to the Sharecare, Inc.Asset Purchase Agreement

IN WITNESS WHEREOF, the undersigned have executed this Asset Purchase Agreement as of the date first above written.


By: /s/ Bradley T. ZimmerName: Bradley T. ZimmerTitle: Executive Vice President & General Counsel



DAILY STRENGTH, INC.

By: /s/ Bradley T. ZimmerName: Bradley T. ZimmerTitle: Secretary



SHARECARE, INC.

By: /s/ Colin DanielName: Colin DanielTitle: Vice President, Finance



DS ACQUISITION, INC.


Exhibit 10.29SHARECARE, INC.

3350 Peachtree Road15th Floor

Atlanta, GA 30326

STOCK SUBSCRIPTION AGREEMENT

THE ISSUANCE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO TRANSFER OR DISPOSITION OF THESE SECURITIES MAY BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO SHARECARE TO THE EFFECT THAT SUCH TRANSFER OR DISPOSITION IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. Subscriber: HSW International, Inc.

Type and State of Subscriber Organization : Delaware corporation

Address: One Capital City Plaza, 3350 Peachtree Road / Suite 1600

Atlanta, GA 30326

Attn: Bradley T. Zimmer, General Counsel

Taxpayer ID No.:

Number of Shares: 125,000 shares

Purchase Price per Share: $10.00

Aggregate Purchase Price: $1,250,000

Form of Consideration: $1,000,000 in a promissory note (the “ HSWI Note ”) plus the contribution of pre-organization out-of-pocket expenses incurred by the Subscriber for the benefit of Sharecare.

THIS STOCK SUBSCRIPTION AGREEMENT (this “ Agreement ”) is entered into on October 30, 2009, between Sharecare, Inc.,

a Delaware corporation (“ Sharecare ”), and the subscriber listed above (“ Subscriber ”).

Subscriber has agreed to subscribe for and purchase the number of shares of the common stock of Sharecare set forth above, and Sharecare has agreed to accept such subscription in consideration of the payment by Subscriber to Sharecare of the aggregate purchase price listed above.

Based on these premises, and the mutual representations, warranties, and covenants contained herein, Sharecare and Subscriber hereby agree as follows:

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1. Purchase of Shares . Subscriber shall purchase from Sharecare, and Sharecare shall issue and sell to Subscriber, the number of shares of Common Stock of Sharecare, par value $0.001 per share (the “Common Stock” ), as are set forth above (the “ Shares ”) for a purchase price per share and aggregate purchase price set forth above. Subscriber shall purchase the Shares by delivering to Sharecare a promissory note in an amount equal to the HSWI Note amount set forth above, and hereby contributes to Sharecare the benefit of all pre-organization expenses incurred by Subscriber for the benefit of Sharecare and waives any right to have such expenses reimbursed. Sharecare acknowledges that it has received full and adequate value for all of the Shares, and that no further cash, services, property or other consideration shall be payable by Subscriber to Sharecare with regard to the Shares. 2. Investor Representations . Subscriber is an “accredited investor” as defined by Rule 501(a) promulgated under the Securities Act of 1933 (the “ Act ”). Subscriber meets one of the following criteria:

(a) Subscriber is a natural person of legal age and legal competency whose individual net worth, or joint net worth with his or her spouse, at the time of purchase exceeds $1,000,000; or

(b) Subscriber is a natural person of legal age and legal competency who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year; or

(c) Subscriber is a corporation, partnership, limited liability company, or Massachusetts or similar business trust, which has not been formed for the specific purpose of this investment, and which has total assets in excess of $5,000,000; or

(d) Subscriber is an entity in which all of the equity owners are themselves “accredited investors”. 3. Investment Representations . Subscriber is purchasing the Shares for its own account and not for distribution or resale to others, and Subscriber agrees that it will not sell or otherwise transfer the Shares unless the Shares have been registered under the Act and applicable state securities laws, or, in the opinion of counsel to Sharecare, an exemption therefrom is available. Subscriber is not a party to, and does not presently intend to enter into, any contract or other arrangement with any other person or entity involving the resale, transfer, grant of participation with respect to or other distribution of any of the Shares. Subscriber’s investment intent is not limited to its holding the Shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, or a specified increase or decrease in the market price of the Shares, or for any other fixed period in the future. 4. Access to Information . Subscriber has had an opportunity to ask questions of and receive answers from representatives of Sharecare concerning the investment in the Shares. Subscriber understands that Sharecare will, upon Subscriber’s request, make available a copy of any information regarding Sharecare and its proposed operations which Sharecare possesses or can obtain without unreasonable expense. Subscriber has reviewed the proposed post investment capitalization table of Sharecare delivered herewith (the “ Cap Table ”) and all other materials Subscriber has requested in connection with its decision to make this investment. 5. Investment Experience . Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares. Subscriber acknowledges that it has conducted its own due diligence with respect to Sharecare, the Shares, and any other matter which Subscriber believes to be material to its decision to invest in Sharecare, and Subscriber further acknowledges that it is making its investment decision based on this due diligence. Subscriber acknowledges that an investment in Sharecare is speculative and involves a high degree of risk, and that Sharecare’s future prospects are uncertain. Subscriber is able to hold the Shares indefinitely if required, and Subscriber is willing to take the risk of and can afford the loss of its entire investment. 6. Restrictions . Subscriber understands that the Shares to be issued pursuant to this Agreement are “restricted securities” that have not been passed on as to the fairness or recommended or endorsed by any federal or state agency and their issuance will not be registered under the Act or the securities laws of any state, in reliance upon exemptions from registration contained in the Act and such laws. Sharecare’s reliance upon such

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exemptions is based in part upon Subscriber’s representations, warranties, and agreements contained in this Agreement. In this regard, Subscriber also understands and agree that:

(a) Subscriber must hold the Shares indefinitely, unless any subsequent resale by Subscriber is registered under the Act, or unless an exemption from registration is otherwise available (such as Rule 144 under the Act).

(b) The certificates representing the Shares will contain a legend stating that their issuance has not been registered under the Act or any state securities laws and referring to the above restrictions on transferability and sale. A notation will also be made in the records of Sharecare so that transfers of the Shares will not be effected in the records of Sharecare without compliance with these restrictions. 7. Rule 144. Subscriber is familiar with Rule 144 adopted under the Act, which in some circumstances permits limited public resales of “restricted securities” like the Shares. If Rule 144 is not available to Subscriber, any future proposed sale of any of the Shares by Subscriber will not be possible without prior registration under the Act or compliance with some other registration exemption (which may or may not be available). 8. Indemnification . Sharecare and its officers, directors, employees, agents, and affiliates are relying on the truth and accuracy of the foregoing representations and warranties in offering Shares for sale to Subscriber without having first registered the issuance of the Shares under the Act. Subscriber agrees to indemnify and hold harmless Sharecare and each of its officers, managers, directors, stockholders, affiliates, agents, and employees from and against any and all loss, damage or liability, including costs and expenses (including reasonable attorneys’ fees), due to or arising out of a breach of any such representations or warranties or any failure to fulfill any covenants or agreements contained in this Agreement. All representations, warranties, and covenants contained in this Agreement and the indemnification contained in this paragraph shall survive the issuance and sale of the Shares. Notwithstanding the foregoing, however, no representation, warranty, acknowledgement, or agreement made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to Subscriber under federal or state securities laws. 9. Sharecare Representations . Sharecare represents and warrants to Subscriber as follows:

(a) Sharecare is a corporation, duly organized, validly existing and in good standing under the laws of Delaware.

(b) All corporate action on the part of Sharecare and its officers, directors, and shareholders necessary for the authorization, execution and delivery of and the performance of all obligations of Sharecare under this Agreement, and the authorization, issuance, and delivery of the Shares and certificates has been taken, and this Agreement constitutes the valid and legally binding obligation of Sharecare enforceable in accordance with its terms, except as may be limited by: (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; and (ii) the effect of rules of law governing the availability of equitable remedies.

(c) Neither (i) the execution and delivery of this Agreement or any of the Investment Documents, (ii) the issuance of the Shares, or (iii) the fulfillment by Sharecare of its obligations under this Agreement or any of the Investment Documents will violate: (A) any provision of Sharecare’s Certificate of Incorporation or Bylaws; (B) any contract or agreement to which Sharecare is party or by which it is bound; (C) any law, rule, or regulation; or (D) any order or decree of any court or government authority. Other than the filing of an amendment to Sharecare’s Certificate of Incorporation with the Delaware Secretary of State, no governmental filings or approvals or other third party approvals are necessary for Sharecare to issue the Shares or for Sharecare to enter into this Agreement or any of the Investment Documents.

(d) The Shares, when issued, sold and delivered in accordance with the terms hereof, will be duly authorized and validly issued, fully paid and non-assessable and, assuming the accuracy of the representations of Subscriber in this Agreement, will be issued in compliance with all applicable federal and state securities and other laws, rules and regulations.

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(e) Immediately following the closing, the authorized and issued securities of Sharecare shall be as set forth on the Cap Table, and other than as set forth on Cap Table, Sharecare has no other authorized or issued shares of Common Stock or other securities or equity or voting interests. The Cap Table reflects the aggregate contributions made by each stockholder listed thereon for the shares received by each of them on the Closing Date. Other than the obligations to issue shares as set forth on Cap Table, there are currently no outstanding options, warrants or other agreements pursuant to which Sharecare is obligated to issue or pursuant to which any person or entity is entitled to purchase any Common Stock or other securities or equity or voting interests in Sharecare. 10. No Representations or Warranties by Advisors . Subscriber understands that all information provided, and statements made to Subscriber in connection with its purchase of the Shares as provided herein are the statements and information of Sharecare, and not of any legal or other representatives of Sharecare. No law firm or other advisor has independently diligenced or verified any such information or statements, nor attempted to insure whether any material statements have been omitted. Subscriber and each other investor must conduct and rely on its own due diligence in determining whether to make an investment in Sharecare. 11. Closing . The purchase and sale of the Shares shall take place simultaneously with the execution of this Agreement (the “ Closing ”). Subscriber has delivered to Sharecare: (i) the cash consideration as set forth at the beginning of this Agreement; and (ii) duly executed copies of (a) this Agreement, (b) an Investors’ Rights Agreement, (c) a Voting Agreement, (d) a Right of First Refusal, Co-Sale, and Change of Control Agreement, and (e) Registration Rights Agreement, all in such form as has been previously agreed upon by the parties to this Agreement (collectively, the “ Investment Documents ”). Sharecare has delivered to the Subscriber: (i) a certificate for the Shares, (ii) the Investment Documents; and (iii) a certificate of the Secretary of Sharecare dated as of the date hereof certifying (a) a copy of the Certificate of Incorporation of Sharecare, (b) a copy of the Bylaws of Sharecare; (c) the Cap Table; and (d) copies of resolutions duly adopted by the Board of Directors of Sharecare authorizing the transactions set forth herein, and certifying that all of the foregoing are in full force and effect and have not been amended, supplemented, revoked or repealed since the date hereof. Such secretary’s certificate also certifies the incumbency, signatures and authority of the officers of Sharecare authorized to execute and deliver this Agreement on behalf of Sharecare and perform Sharecare’s obligations hereunder. 12. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware.

(b) Any action brought by either party under or in relation to this Agreement, including to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in New Castle County, Delaware.

(c) THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. 13. Amendment. This Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of the parties hereto. 14. Waiver; Delays or Omissions . No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default, or noncompliance by another party under this Agreement, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default, or noncompliance, or any acquiescence therein, or of or in any similar breach, default, or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any

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provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative. 15. Entire Agreement . This Agreement and the other Investment Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements, except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of the Investment Documents and this Agreement. 16. Severability . In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 17. Notices . All notices required or permitted hereunder shall be in writing and shall be delivered by (a) electronic mail during normal business hours, as evidenced by electronic records of transmission; (b) facsimile transmission during normal business hours, as evidenced by facsimile confirmation; (c) registered or certified mail with the U.S. postal service, postage prepaid, as evidenced by a return receipt or other records of the postal service; or (d) correspondence through a nationally recognized overnight courier, as evidenced by the records of such courier. All notices shall be effective upon delivery. All communications shall be sent, if to Sharecare, to the address set forth in the heading of this Agreement, if to Subscriber, at the address as set forth at the beginning of this Agreement or at such other address or electronic mail address as such party may designate by written notice to the other parties hereto. 18. Counterparts . This Agreement may be executed in two or more counterparts, (including by way of electronic transmission) each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 19. Titles and Subtitles . The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 20. Pronouns . All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. 21. Further Instruments and Actions . The parties shall execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 22. Survival of Representations, Warranties and Agreements . All representations and warranties of Sharecare and Subscriber contained herein shall survive the date hereof and the termination or expiration of the rights of Sharecare and Subscriber hereunder. All agreements of Sharecare and Subscriber contained herein shall survive indefinitely until, by their respective terms, they are no longer operative. 23. Remedies . In case any one or more of the covenants and agreements contained in this Agreement shall have been breached, Subscriber (in the case of a breach by Sharecare), or Sharecare (in the case of a breach by Subscriber), may proceed to protect and enforce their or its rights either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement.

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24. Limitation of Damages . UNDER NO CIRCUMSTANCES WILL ANY PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE HEREUNDER, INCLUDING LOST PROFITS REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED BY THE PARTY OR ITS AFFILIATES.

[ Signatures are on the following page ]

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Signature Page to the Sharecare, Inc.Stock Subscription Agreement

IN WITNESS WHEREOF, the parties hereto accept and agree to the terms of this Agreement and have caused this Agreement to be

executed by their respective duly authorized representatives as of the dates set forth below. Each of the undersigned represents and warrants that he, she, or it has the right to execute this Agreement on behalf of the indicated party. AGREED AND ACCEPTED: SHARECARE, INC. By: /s/ Colin Daniel Name: Colin DanielTitle: Vice President, Finance

Signature Page to theSharecare, Inc. Stock Subscription Agreement

IN WITNESS WHEREOF, the parties hereto accept and agree to the terms of this Agreement and have caused this Agreement to be

executed by their respective duly authorized representatives as of the dates set forth below. Each of the undersigned represents and warrants that he, she, or it has the right to execute this Agreement on behalf of the indicated party. AGREED AND ACCEPTED: HSW INTERNATIONAL, INC. By: /s/ Bradley T. Zimmer Name: Bradley T. ZimmerTitle: Executive Vice President & General Counsel

Exhibit 10.30

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE.

SECURED PROMISSORY NOTE

October 30, 2009

$ 1,000,000 Atlanta, Georgia

SECTION 1. General; Payment of Principal and Interest; Subscription Agreement .

(a) General . For value received, HSW INTERNATIONAL, INC., a Delaware corporation (the “ Maker ”), having an address at One Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta, GA 30326, hereby promises to pay to SHARECARE, INC. (the “ Holder ”), having an address at 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326, the principal sum of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00), plus interest thereon as hereinafter provided, in lawful money of the United States of America. The principal amount of this Secured Promissory Note (as same may be amended, supplemented, restated or otherwise modified from time to time, this “ Note ”) shall be payable pursuant to the terms set forth below. Interest on the unpaid principal balance of this Note outstanding from time to time shall accrue and be payable pursuant to the terms set forth below.

(b) Principal . Subject to the prepayment obligations set forth in Section 1(i) , the entire unpaid principal balance of this Note shall be due and payable by Maker on October 30, 2010 (the “ Maturity Date ”).

(c) Interest . Subject to Section 1(g) , this Note shall not bear interest.

(d) Subscription Agreement . This Note is issued pursuant to that certain Subscription Agreement, dated as of October 30, 2009 by and among Maker and Holder (as same may be amended, supplemented, restated or otherwise modified from time to time, the “ Subscription Agreement ”). Capitalized terms used in this Note which are not defined in this Note shall have the meaning ascribed to such terms in the Subscription Agreement.

(e) Usury Laws . Notwithstanding anything to the contrary contained herein or in the Subscription Agreement, in no event shall the amount payable by Maker as interest or other charges on this Note exceed the highest lawful rate permissible under any law applicable hereto and any payments in excess of such highest lawful rate shall either be applied to the principal hereof or refunded to Maker.

(f) Business Day; Place of Payment . If any payment under this Note shall be specified to be made on a day which is not a business day, it shall be made on the next succeeding day which is a business day. For purposes of this Note, a “business day” shall mean any day other than Saturday, Sunday or other day in which banks are authorized to close in the State of New York. Payments of principal and interest are to be made to Holder at Holder’s office address designated above or at such other place as Holder shall have notified Maker in writing.

(g) Default Rate . During any period in which an Event of Default (as defined in Section 3 hereof) exists, this Note shall bear interest at a rate equal to ten percent (10%) per annum.

(h) Prepayment; Offset .

(i) This Note may be prepaid, in whole or in part, without penalty or premium of any kind. Any prepayment of this Note will be credited first against accrued interest, if applicable, and then principal.

(ii) For so long as principal amounts remain outstanding under the terms of this Note, all amounts payable by Holder to Maker pursuant to the terms of that certain Letter Agreement for Services, dated as of October 30, 2009, between Maker and Holder (the “ Services Agreement ”), shall be applied as prepayments on this Note. Each such prepayment shall be credited to Maker effective as of the earliest date such amount payable under the Services Agreement becomes due.

SECTION 2. Grant of Security Interest .

(a) Maker hereby assigns and transfers to Holder, and hereby grants to Holder, a security interest in 100,000 shares of Common Stock of Holder purchased by Maker pursuant to the Subscription Agreement (the “ Collateral ”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Maker’s obligations under this Note.

(b) During the time the obligations pursuant to this Note remain outstanding, the stock certificate(s) representing the Collateral shall be held by the Holder, together with a blank stock power in the form attached as Exhibit A executed by Maker. Upon release of the Collateral, Holder promptly shall deliver a stock certificate representing such shares to Maker.

(c) In the event that Maker fails to pay any principal or interest of this Note when due, Maker acknowledges and agrees that Holder shall be entitled to, without notice to Maker, transfer to itself and cancel that number of shares of capital stock representing the Collateral in an amount equal to the deficiency (valuing the Collateral at $10/share (subject to adjustment for stock dividend, stock split or other change in the Collateral).

(d) Subject to Holder’s rights under Section 2(c), Maker shall have all the rights of a stockholder of Holder with respect to the Collateral while it is held by Holder, including without limitation the right to vote the shares and receive any cash dividends or distributions declared thereon. If, from time to time while the Collateral is held by Holder, there is any stock dividend, stock split or other change in the Collateral, any and all new, substituted or additional securities to which Maker is entitled by reason of Maker’s ownership of the Collateral shall be received and retained by Holder and included thereafter as “Collateral” for purposes of this Note.

(e) The security interest created by this Section 2 shall terminate and be of no further force and effect upon the satisfaction by Maker of all obligations under the terms of this Note.

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SECTION 3. Events of Default . The existence of any of the following conditions shall constitute an event of default hereunder (an “ Event of Default ”):

(a) the failure by Maker to pay any principal or interest of this Note when due;

(b) if Maker:

(i) shall commence any case or proceeding under any bankruptcy, insolvency or other similar law or seek debt reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under any state or federal bankruptcy, insolvency, reorganization of debt, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, now or hereafter existing;

(ii) shall admit the material allegations of any petition or pleading in connection with any such case or proceeding described in Section 3(b)(i) ;

(iii) makes an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for Maker or for all or a substantial part of Maker’s property; or

(iv) makes a general assignment for the benefit of Maker’s creditors; or

(c) the (i) commencement of any case or proceeding against Maker under any bankruptcy, insolvency, or other similar law or seeking reorganization, arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or any other relief under any state or federal bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, now or hereafter existing, or (ii) appointment of a receiver, trustee or similar officer for Maker or for all or a substantial part of Maker’s property, and such case, proceeding, or appointment shall not be dismissed, bonded or discharged, as applicable, within ninety (90) days of the commencement or appointment.

SECTION 4. Rights and Remedies . If any Event of Default described in Section 3(b) or Section 3(c) shall occur, then the unpaid principal balance and any accrued and unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived by Maker. If any other Event of Default shall occur and be continuing, Holder may, at its option, by written notice to Maker declare any of the then unpaid principal and any accrued and unpaid interest thereon to be immediately due and payable, and thereupon the same shall become so due and payable, without presentment, demand, protest or further notice, all of which are hereby waived by Maker. No course of dealing or delay on the part of Holder of this Note in exercising any right shall operate as a waiver thereof or otherwise prejudice the right of Holder. Subject as aforesaid, no remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute, other agreement or instrument, or otherwise.

SECTION 5. Lost Documents . Upon receipt by Maker of (a) evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, (b) in the case of loss,

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theft or destruction, indemnification satisfactory to Maker, and (c) in the case of mutilation, surrender and cancellation of this Note, Maker will cancel this Note on its books and make and deliver in its place a new note in the then unpaid principal amount of this Note, of like tenor to this Note, dated and bearing interest from the date next following the date through which interest has been paid on the unpaid principal amount of this Note.

SECTION 6. Assignment . The Maker shall not assign any or all of its obligations hereunder without the prior written consent of Holder.

SECTION 7. Cancellation . After the principal balance of this Note and all accrued interest thereon has been satisfied, Holder shall surrender this Note to Maker for cancellation.

SECTION 8. Miscellaneous .

(a) Parties in Interest . All covenants, agreements and undertakings in this Note by and on behalf of Maker and Holder hereof shall, subject to the provisions of Section 6 hereof, bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns, whether so expressed or not.

(b) Waiver of Demand . The Maker (i) waives presentment, notice of dishonor (except for notices expressly set forth herein) and protest of this Note and waives notice of acceptance of this Note; (ii) consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Note (nothing contained in this Section 8(b) shall, or shall be interpreted to, limit the provisions of Section 8(c) below); and (iii) agrees that makers, endorsers, guarantors, and sureties for the indebtedness evidenced hereby may be added or released without notice to Maker and without affecting Maker’s liability hereunder. The liability of Maker hereunder shall be absolute and unconditional; provided, that, nothing contained herein shall, or shall be interpreted to, limit the subordination provisions hereof.

(c) Amendments, Modifications and Waivers . This Note may only be amended, modified, and any provision of this Note may only be waived, with the written consent of Maker and Holder, which amendment, modification or waiver will bind Maker and Holder hereof and any transferee, successor or assign.

(d) Costs and Expenses . In the event of the occurrence of an Event of Default, the Maker shall promptly pay (or reimburse, as Holder may elect) all reasonable costs and expenses, including without limitation reasonable attorneys’ fees and disbursements and court costs, which Holder may hereafter incur in connection with the collection of all amounts due under this Note (including, without limitation, exercising its rights under Section 2(c)).

(e) Notices . All notices, requests, demands, claims, and other communications hereunder shall be in writing. The provisions of Section 10.06 of the Purchase Agreement shall also govern any notices, requests, demands, claims or other communications under this Note.

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(f) Governing Law . This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles that would require the application of any other law.

(g) WAIVERS OF JURY TRIAL . EACH OF MAKER AND HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE AND FOR ANY COUNTERCLAIM THEREIN.

(h) Counterparts . The Maker’s execution of this Note and Holder’s acceptance hereof may be in counterparts, including by way of facsimile transmission or Portable Document Format, each of which shall be considered an original but all of which together shall be deemed one instrument.

[Remainder of page intentionally blank. Next page is signature page.]

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IN WITNESS WHEREOF, this Secured Promissory Note has been executed and delivered on the date set forth at the beginning of this Note by a duly authorized representative of Maker.

MAKER:


By: /s/ Bradley T. Zimmer Name: Bradley T. ZimmerTitle: Executive Vice President & General Counsel

EXHIBIT A

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED, the undersigned does hereby sell, assign, and transfer unto

(name of transferee)

__________________________________________ (_________) shares of the Common

(number of shares)

Stock of Sharecare, Inc., represented by Certificate(s) No(s). ____________________________ (inclusive), and does hereby appoint _______________________________ attorney to transfer the foregoing on the books of the within named corporation, with full power of substitution in the premises.

Dated: ________________________________

_______________________[SEAL]

_______________________[SEAL] (Signature(s)) *

*THE SIGNATURE(S) ON THIS STOCK POWER MUST CORRESPOND WITH THE NAME(S) ON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT. TRUSTEES, OFFICERS AND OTHER FIDUCIARIES OR AGENTS SHOULD INDICATE THEIR TITLES OR CAPACITIES.

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Exhibit 10.31

Portions of this exhibit marked [*] arerequested to be treated confidentially.

October 30, 2009

HSW International, Inc.One Capital City PlazaSuite 16003350 Peachtree RoadAtlanta, GA 30326Attention: Executive Vice President & General Counsel

RE: Letter Agreement for Services

Dear Bradley:

This letter (“ Letter ”), effective as of July 1, 2009 (“ Effective Date ”), is intended to summarize the agreement by and between Sharecare, Inc., a company incorporated under the laws of the State of Delaware and located at 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326 (“ Sharecare ”), and HSW International, Inc., a company incorporated under the laws of the State of Delaware and located at the above address (“ HSWI ”), whereby HSWI will perform certain Services generally described herein for Sharecare in connection with the Sharecare Service. The “ Sharecare Service ” means the service developed by Sharecare for the creation, aggregation and provision of digital health and wellness information, tools, and other features and functionality for distribution via the Site (as defined below). In this Letter, HSWI and Sharecare may be referred to collectively as the “ parties .” Sharecare and HSWI acknowledge that substantial time and effort has been undertaken by each in the preparation and negotiation of this Letter. As such, Sharecare and HSWI intend that this Letter and the terms and conditions set forth herein shall be binding and legally enforceable upon each in accordance with their terms.

1.Term . This Letter shall be effective as of the Effective Date set forth above and shall continue through December 31, 2009, unless earlier terminated solely as expressly permitted in this Letter (“ Term ”). The Term shall be extended upon any exercise by Sharecare, in its discretion, of its rights under Section 17 below for the period of time requested by Sharecare under Section 17 with respect to the Transition Services.

2.Services . Pursuant to this Letter, HSWI agrees to perform design, development, administrative, management, hosting and related

services (the “ Services ”) necessary in connection with: (i) the launch and operation of the Sharecare Service on a dedicated subdomain of the web site for the “The Dr. Oz Show” (the “ Oz Site ”), as well as the creation and loading of question and answer formatted health and wellness information from content sources designated by Sharecare (the “ Q&A Content ”); and (ii) the creation of a top level domain Sharecare web site for the Sharecare Service at a URL designated and owned by Sharecare (the “ Sharecare Site ”), the migration of the Q&A Content and functionality from the Oz Site to the Sharecare Site, and the development of additional functionality and new Q&A Content for the Sharecare Site (the Oz Site and the Sharecare Site are referred to collectively as the “ Site ”), in each case in accordance with the agreed Specifications as described in Section 3 below. All Services shall be performed by HSWI in a professional and workmanlike manner by competent personnel.

3.Specifications. The “ Specifications ” applicable to the Services subject to this Letter refer to the initial specifications developed by or on behalf of Sharecare and set forth in the specifications document dated September 21, 2009, as the same may be modified from time to time during the Term as set forth herein. In collaboration with HSWI, Sharecare may request changes (“ Changes ”) to the Specifications from time to time and the parties shall discuss in good faith any impact on the Services, including any impact on previously agreed milestones and deliverables, as well as any impact on the Budget. To the extent the parties mutually agree upon such Changes, HSWI shall update the written Specifications and, as applicable, the Budget, to reflect the same. Neither party shall have any obligation with respect to any Changes (including any changes to the Budget) absent the prior written agreement of the parties.

4.Resources . HSWI shall be responsible for providing all personnel (subject to agreed staffing levels for dedicated and shared

resources), equipment, software and facilities necessary to provide the Services under this Letter. Without limiting the generality of the foregoing, HSWI shall have the responsibility and obligation to provide and administer, manage, support, maintain and pay for all required resources, absent the express written agreement of the parties to the contrary.

5.Acceptance. All Services shall be subject to acceptance by Sharecare in accordance with this Section 5 . Acceptance of any such

Services or component thereof shall be determined by whether the Services or deliverables, as applicable, meets the agreed Specifications. Sharecare shall promptly notify HSWI in writing if it reasonably determines that any Services or component thereof does not meet the acceptance criteria applicable thereto, and HSWI shall use commercially reasonable efforts to remedy the deficient and/or non-conforming Services as soon as possible and resubmit the same to Sharecare. The process described herein shall be repeated as necessary until such Services meet the agreed Specifications unless mutually agreed otherwise. The parties agree to cooperate with one another in good faith in connection with this process, and Sharecare agrees that it will not unreasonably withhold or delay acceptance of any conforming Services. Payment shall not constitute acceptance of the Services by Sharecare.

6.Documentation. In addition to updating the Specifications from time to time as contemplated hereunder, HSWI will take

commercially reasonable efforts, consistent with the Budget, to document and update information, “know how”, processes and procedures, work flow and other elements relevant to the structure, support, maintenance, management and operation of the Sharecare Service and Sharecare Site (“ Documentation ”). HSWI shall provide Sharecare with access to the most recent such Documentation as and when requested. Without limiting the generality of the foregoing, HSWI will use commercially reasonable efforts to ensure that the Documentation includes an explanation as to how the Services are performed, including a description of all required, as well as optional, Resources in connection therewith, sufficient to provide Sharecare personnel and suppliers an understanding as to how to use, operate and perform the Services following the expiration or termination of the Services. In addition, upon Sharecare’s request and at its expense, HSWI will provide Sharecare with training applicable to the Services consistent with its obligations under Section 17 . HSWI acknowledges and agrees the Documentation shall constitute work product and be owned exclusively by Sharecare, subject to Third Party Rights (as defined below).

7.Budget. HSWI agrees to perform the Services in accordance with the initial budget agreed upon by the parties and attached hereto as

Exhibit A (“ Budget ”), subject to modification from time to time by written agreement of the parties in connection with mutually agreed Changes. The parties acknowledge and agree that the Budget was created and is intended to reflect the fully burdened cost incurred by HSWI for the HSWI employees (expressly excluding third party costs and expenses of any kind, including Third Party Expenses), including salary, benefits, an

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equitable allocation for HSWI facilities, hardware and software used to provide the Services, and HSWI’s out-of-pocket Third Party Expenses on a pass-through expense basis (i.e., without any mark-up). Without limiting the foregoing, HSWI acknowledges and agrees that the Budget shall not include any bonuses or severance payments for such employees without Sharecare’s express written authorization of the same on a case-by-case basis in its discretion. “ Third Party Expenses ” shall include fees and expenses incurred by HSWI in connection with its acquisition of third party services, software or equipment necessary to provide the Services, provided that any such items that are material to the Services or the Budget shall be subject to the prior written approval of Sharecare except to the extent already provided for in the Budget. For the sake of clarity, it is agreed that to the extent any HSWI employees are not dedicated full-time to providing the Services, a pro-rated amount of HSWI’s fully burdened cost associated therewith shall be included in the Budget to reflect the proportionate amount of time expended by such HSWI employees on the Services. Any modification to the Budget in connection with mutually agreed Changes to the Services and/or Specifications shall be negotiated in good faith in accordance with the foregoing budgetary process. In addition, the Budget includes a fixed management fee payable to HSWI for the Services as follows: (i) for the first three (3) months of the Term, a monthly fee of $[*], and (ii) for the remainder of the Term, a monthly fee of $[*]. HSWI shall maintain records sufficient to substantiate all amounts included in the Budget. Any amounts incurred in excess of the Budget shall be incurred by HSWI at its sole risk and cost unless otherwise agreed to by Sharecare through mutually agreed Changes. The parties acknowledge and agree that the Budget represents the best estimate of the parties as to the costs for HSWI to provide the Services, but that HSWI cannot and does not guarantee that the Budget will not require modification in order to develop and operate the Site.

8.Invoicing; Payments . HSWI shall invoice Sharecare on a monthly basis in arrears for all amounts payable in accordance with the

Budget (“ Charges ”), and shall use its commercially reasonable efforts to do so no later than ten (10) days after the beginning of each month. Such monthly invoice shall include all invoices and substantiation for Third Party Expenses payable hereunder. In addition to the foregoing invoicing procedure, HSWI agrees to submit advance courtesy copies of any invoices for Third Party Expenses to Sharecare for review within five (5) days of HSWI’s receipt of the same. With respect to invoiced amounts payable to HSWI for the Services, Sharecare shall pay undisputed amounts within fifteen (15) days, and with respect to invoiced amounts payable to third parties as Third Party Expenses, Sharecare shall pay undisputed amounts to HSWI within five (5) days. All Charges set forth on the invoice shall be itemized with sufficient detail as reasonably requested by Sharecare. A sample invoice is attached hereto as Exhibit B . For the avoidance of doubt, charges for subcontractors performing tasks and functions in the ordinary course of HSWI’s business and provision of the Services that are not material to the Services will not be included in invoiced amounts payable to HSWI for the Services. Sharecare acknowledges and agrees that the HSWI invoice for October 2009 will include as Charges personnel and third party costs (on a pass-through expense basis, i.e., without any markup) incurred by HSWI related to funding the operations of Daily Strength, Inc. after October 2, 2009 in the normal course of business for which HSWI has not received, collected, accrued or recognized revenue or other benefits corresponding to or associated with such costs. For the avoidance of doubt, HSWI shall not invoice Sharecare for, and Sharecare shall not be responsible for, any costs, expenses, or other liabilities related to the operations of Daily Strength, Inc. on or prior to October 2, 2009.

9.Software and Equipment. HSWI shall, at all times, maintain a true and complete list of all software and equipment (with serial

numbers and other appropriate identifying information) [ * ] Confidential treatment requested.

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reflected in the Budget and invoiced to Sharecare as Third Party Expenses and material to or otherwise substantially dedicated to the provision of the Sharecare Services under this Letter (collectively referred to as “ Sharecare Equipment ”). Upon any request by Sharecare, HSWI shall provide copies of the Sharecare Equipment list to Sharecare. HSWI shall: (i) use the Sharecare Equipment solely and exclusively to provide the Services to Sharecare and HSWI shall not use the Sharecare Equipment to provide any goods, services, information, material or resources to or for its own benefit or for the benefit of any third party; and (ii) maintain such Sharecare Equipment at all times in good working order, ordinary and reasonable wear and tear excepted. Notwithstanding clause (i) above, HSWI may make incidental use of the Sharecare Equipment provided that such use has no detrimental effect upon the Services or Site or results in any depreciation to the Sharecare Equipment.

10.Confidentiality . The existence of this Letter and its contents and all information related to the business of a party and any of its affiliates, clients and other third parties, to which the receiving party has access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services, including business plans for the Sharecare Service and Sharecare Site, are confidential and, except as required by law or regulation, shall not be disclosed by the receiving party or its shareholders or other representatives or used for any purpose other than in connection with this Letter.

11.Ownership . HSWI hereby agrees that any and all materials created by it or on its behalf, subject to Third Party Rights in such, in

connection with the Services (including, without limitation, Q&A Content, software, Documentation, and Specifications), alone or jointly with Sharecare or any third party, whether before or after the Effective Date, shall be considered a “work made for hire” as contemplated and defined in the United States Copyright Act of 1976, as amended, and to the extent any such materials are not considered a “work made for hire”, HSWI hereby assigns all rights of copyright and copyright renewal therein, and all other intellectual property rights, to Sharecare. “ Third Party Rights ” shall be defined as rights of a third party, if any, in and to any materials created in connection with and/or incorporated into the Services or the Site. HSWI agrees and covenants that it shall not incorporate any materials that are subject to Third Party Rights that limit, restrict or otherwise adversely impact in any way Sharecare’s ability to use the materials and Services provided by HSWI into the Services or the Site unless it (i) identifies such materials and the restrictions thereto to Sharecare, and (ii) obtains Sharecare’s prior written approval as to HSWI’s proposed use of such materials subject to the Third Party Rights. HSWI acknowledges that under the terms of such arrangement, all materials and all rights appertaining thereto are the sole property of Sharecare, its successors and assigns for all uses and purposes whatsoever throughout the world in perpetuity. Without limiting the generality of the foregoing, HSWI hereby waives any and all claims of “moral rights” and other rights of any kind or nature related to the materials produced by or on behalf of HSWI and hereby conveys to Sharecare any such rights as they may exist now or in the future without reservation or limitation. HSWI agrees to require its employees and any contractors it engages in connection with the production of materials to be subject to the foregoing and it shall be solely responsible for all matters related thereto. HSWI shall have no right or license under this Agreement to use any of the materials created in the performance of Services except in connection with its performance of the Services for Sharecare. Notwithstanding the foregoing, HSWI retains all ownership right, title and interest in and to the pre-existing software, applications and computer programs specifically identified on Exhibit C (“ HSWI Tools ”). HSWI grants to Sharecare a perpetual, irrevocable, paid-up, worldwide, transferable, sublicensable, royalty-free, non-exclusive right and license to access and use any HSWI Tools for the benefit of Sharecare, its Affiliates and Authorized Licensees (and to continue to access, use and modify as needed) that HSWI incorporates in any Services or the Site. HSWI agrees to execute any and all documents reasonably requested by Sharecare to evidence

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and/or give effect to the foregoing. “ Authorized Licensees ” shall expressly include those Persons set forth on Exhibit D attached hereto.

12.Representations and Warranties .

(a)By HSWI . HSWI hereby represents and warrants to Sharecare that: (i) the execution and delivery of this Letter and

performance of the actions contemplated hereby have been duly authorized by all requisite action on the part of HSWI; (ii) the execution and delivery of this Letter and compliance by HSWI with all provisions of this Letter are within the corporate power and authority of HSWI; and (iii) to the best of its knowledge, the Budget attached hereto represents its good faith estimate of all costs and expense associated with its performance of the Services, which Budget was relied upon by Sharecare in entering this Letter.

(b)By Sharecare . Sharecare hereby represents and warrants to HSWI that: (i) the execution and delivery of this Letter and

performance of the actions contemplated hereby have been duly authorized by all requisite action on the part of Sharecare; and (ii) the execution and delivery of this Letter and compliance by Sharecare with all provisions of this Letter are within the corporate power and authority of Sharecare.

13.Indemnification . Each Party hereby agrees to indemnify, defend and hold harmless the other Party from any costs and expenses

related to any third party claims arising from such Party’s negligence or willful misconduct in the performance of its obligations under this Letter, including any breach of its representations, covenants or obligations hereunder and any infringement of the intellectual property rights or other violation of any rights of a third party in connection with materials provided by it in connection with the Services and the Site.

14.Exclusion of Certain Damages . EXCEPT TO THE EXTENT DAMAGES ARISE OUT OF A CLAIM PAYABLE TO A THIRD

PARTY IN RESPECT OF A THIRD PARTY CLAIM INDEMNIFIED PURSUANT TO SECTION 13 , NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (OR ANY COMPARABLE CATEGORY OR FORM OF SUCH DAMAGES, HOWSOEVER CHARACTERIZED IN ANY JURISDICTION), ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS LETTER (INCLUDING ALL STATEMENTS OF WORK), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, AND EVEN IF FORESEEABLE OR IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.Damages Cap. Excluding liabilities related to third party claims subject to indemnification obligations pursuant to Section 13 , the

liability of either party to the other party hereto arising out of or resulting from performance or non-performance under this Letter shall be limited to [*] Dollars ($[*]) (“ Damages Cap ); provided, however, that the foregoing shall in no way reduce Charges payable by Sharecare under this Agreement..

16.Termination of Letter . This Letter may only be terminated by a party if the other party is in breach of its obligations hereunder and

fails to sure such breach within thirty (30) days after written notice of the same.

[*] Confidential treatment requested.

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17.Transition Services. Sharecare shall have the right to elect, in its sole discretion, to extend the Term to continue to obtain the Services from HSWI, in whole or in part, for a period determined by Sharecare of up to six (6) months by written notice, which notice shall also specify the duration of the extension, to HSWI no less than thirty (30) days prior to the expiration of the Term, and HSWI will continue to perform such Services (“ Transition Services ”) in accordance with the applicable Specifications subject to any Changes mutually agreed upon by the parties. Charges for the Transition Services shall be set forth in a mutually agreed Budget, which shall be developed by the parties in a manner consistent with the methods used to develop the Budget applicable during the Term. The management fee payable to HSWI to be included in the Budget for the duration of the Transition Services shall be $[*] per month. To the extent Sharecare exercises this right and for the duration of the Transition Services provided by HSWI, the Term shall be effectively extended such that all terms set forth herein shall continue to apply to the Transition Services as Services hereunder.

18.Transfer of Sharecare Equipment. If requested by Sharecare, HSWI shall sell or otherwise take reasonable steps to transfer to

Sharecare or its designee all or part of the Sharecare Equipment upon any termination of the Services or expiration of the Term at the fair market value thereof as negotiated in good faith by the parties, provided, however, that such fair market value purchase price shall be reduced by any amounts paid by Sharecare therefor in connection with the Charges invoiced during the Term. If requested by Sharecare, HSWI also agrees to discuss in good faith the possible transition of other hardware and software used by HSWI in the provision of the Services to Sharecare under this Letter. In connection with the foregoing, as applicable, HSWI agrees to execute and deliver to Sharecare or its designee, a bill of sale or, if applicable, documents of assignment, transfer and conveyance, in a form designated by Sharecare and reasonably acceptable to HSWI and such other documents as Sharecare may reasonably request and which Sharecare requires to document, record, perfect, memorialize and/or enforce its rights in connection with the insourcing or re-sourcing transactions contemplated hereunder. Specifically with respect to any software included in the Sharecare Equipment or otherwise mutually agreed to be subject to a transition to Sharecare, HSWI will use commercially reasonable efforts to obtain any and all third party consents necessary to transfer its rights in and to such software to Sharecare of its designee, subject to Sharecare’s prior approval as to the terms applicable thereto.

19.Non-Solicitation. Absent the prior written approval of HSWI, during the Term and for a period of twelve (12) months thereafter,

Sharecare agrees that it shall not solicit or hire any personnel employed by HSWI or contracted to HSWI for the provision of the Sharecare Services. HSWI agrees that any form of general commercial advertising or posting of employment opportunities by Sharecare during the restricted period shall not constitute a violation of Sharecare’s agreement pursuant to this Section.

20.Survival . Notwithstanding the foregoing, the provisions of Sections 10 – 15 and 17 – 25 (in each case, inclusive) shall survive the

termination or expiration of this Letter.

21.Expenses . Except as otherwise provided herein, each Party hereto agrees to pay its own fees, costs and expenses (including the fees and disbursements of legal counsel) incurred in connection with this Letter and the activities contemplated hereunder.

22.Governing Law . This Letter shall be governed by the laws of the State of Georgia, without regard to its conflicts of laws principles.


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23.Cooperation . The parties will cooperate with one another in good faith regarding all matters covered by this Letter during the Term.

24.Disclosure . Neither party may make any press releases, public announcements or similar public disclosure relating to this Letter or its subject matter, including promotional or marketing material without the consent of the other party , and any such press release, public announcement or similar public disclosure must be coordinated with and approved by the other party prior to release. Notwithstanding the foregoing, any party may, for purposes of filing legally required documents in connection with any SEC or other regulatory requirements, disclose the terms of this Agreement to the extent required by the applicable laws; however, all parties agree to use reasonable best efforts to secure confidential treatment for any economic or other sensitive terms prior to such disclosure.

25.Binding Effect; Assignment . The provisions of this Letter shall be binding upon, and inure to the benefit of, each of Sharecare and

HSWI and their respective representatives, successors or permitted assigns. Notwithstanding the foregoing, neither party shall assign this Letter or any part hereof or any benefit or interest herein without the prior written consent of the other party. Any attempted assignment or delegation of any rights, duties, or obligations in violation of this Section 25 will be invalid and without effect .

26.Counterparts . This Letter may be executed in one or more counterparts, each of which shall be deemed to be an original but all of

which shall constitute one and the same document.

[ Signatures follow ]

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Signature Page to theLetter Agreement for Services

Sharecare and HSWI hereby acknowledge their agreement with the terms set forth in this Letter as of the Effective Date by their respective signatures set forth below.

Very truly yours,

Sharecare, Inc.


Date: October 30, 2009

8[Signature Page to the Letter Agreement for Services]

Signature Page to theLetter Agreement for Services

Sharecare and HSWI hereby acknowledge their agreement with the terms set forth in this Letter as of the Effective Date by their respective signatures set forth below.

ACCEPTED AND AGREED:

HSW International, Inc.

By: /s/ Bradley T. ZimmerName: Bradley T. ZimmerTitle: Executive Vice President & General Counsel

Date: October 30, 2009

9[Signature Page to the Letter Agreement for Services]

Exhibit A

Budget

(see attached)

[*]


Exhibit B

Sample Invoice

(see attached)

Exhibit C

HSWI Tools

HSWI has independently pioneered concepts and created the following software tools and related libraries prior to performing Services for Sharecare: Self Aware Objects, Self Aware Computing Platform, and “other” related framework libraries common to its service platform which constitute “HSWI Tools”. These pre-existing HSWI Tools are used across HSWI projects to reduce development time and costs to Sharecare and HSWI’s other partners. These HSWI Tools do not include technology developed specifically for or in connection with and unique to Sharecare, its Site, or its platform at the time of development.

Self Aware Objects are framework libraries that allow for rapid development between the website html and the data storage, but do not include any “business logic”. The Self Aware Computing Platform is HSWI’s Linux based hosting platform and related tools that host sites on the platform, but do not include any site specific code, tools, libraries, routines, extensions, or optimizations. “Other” libraries include javascript libraries, function classes, and framework extensions that are used in the hosting platform to do common and repetitive tasks across sites/projects. Such “other” libraries do not contain “business logic”, methods, routines, extensions, or optimizations that are fundamental or unique to Sharecare, its site, or its platform.

HSWI Tools also includes the scripts, procedures, executables, and routines that are used in the development process, but not included in or necessary for the proper operation, maintenance, or support of Sharecare’s Site or platform. This includes, but is not limited to, automated build/packaging processes, code sniffers for sanity and rules testing, continuous automation work, and other such scripts, procedures, executables, and routines that aid in the development lifecycle process and fall within the foregoing description.

Exhibit D

Authorized Licensees

(1) Discovery SC Investment, Inc., ZoCo 1, LLC, HSWI, Oz Works, L.L.C., Arnold Media Works, LLC (collectively, the “ Licensees ”).

(2) Affiliates of each Licensee. For purposes of this Exhibit D , the term “ Affiliates ” shall mean, with respect to any person or entity, any other person or entity that, directly or indirectly, controls such individual or entity, is controlled by such individual or entity or is under common control with such individual or entity. For the purposes of this definition, “ control ” (including its derivatives, such as “controlling”, “controlled” and “common control”) shall mean the legal, beneficial or equitable ownership, directly or indirectly, of the majority of the voting rights in the shareholders meeting or in any other management bodies of such entity, or effective control of the activities of such entity by contract or otherwise, or the right to elect the majority of the entity’s directors and/or officers. Affiliates of any person or entity shall be deemed to be Affiliates of one another. “Affiliates” shall mean with respect to a person that is an individual, any person who is an ancestor, descendant, sibling, spouse, or domestic partner of the person, or who is an ancestor, descendant or sibling of the person’s spouse or domestic partner, or which is a trust, family limited partnership or family limited liability company formed for the benefit of the person or his or her Affiliates, in each case, including adoptive relationships.

(3) With respect to Arnold Media Works, LLC: The 2006 Arnold Family Trust, The Five Star Travel Corporation, Flexplay Technologies, Inc., and Modo Sports, LLC.

Exhibit 10.32

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “ Agreement ”), effective as of this 30 day of October, 2009 (“ Effective Date ”), by and

between Sharecare, Inc., a Georgia corporation with offices located at 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326 (hereinafter “ Sharecare ”), and each of ZoCo 1, LLC, a limited liability company organized under the laws of the State of Delaware and located at 110 N. Carpenter Street, Chicago, Illinois 60607-2146 (“ ZoCo ”), Discovery SC Investment, Inc., a corporation organized under the laws of the State of Delaware and located at One Discovery Place, Silver Spring, Maryland 20910 (“ Discovery ”), HSW International, Inc., a company incorporated under the laws of the State of Delaware and located at One Capital City Plaza, Suite 1600, 3350 Peachtree Road, Atlanta, GA 30326 (“ HSWI ”), Oz Works, L.L.C. (“ Oz ”), Arnold Media Group, LLC (“ Arnold ”) (ZoCo, Discovery, HSWI, Oz and Arnold may be referred to individually as a “ Licensee ” or collectively as the “ Licensees ”).

W I T N E S S E T H:

WHEREAS, each of the Licensees owns or controls certain assets that are valuable to Sharecare in the development and launch of its business, and such Licensees have agreed to contribute certain of such assets to Sharecare pursuant to various agreements between each of them and Sharecare; and

WHEREAS , Sharecare will be developing certain proprietary technology for the operation of the Sharecare Site, and it has agreed to grant a limited license to such technology to each of the Licensees pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE , for and in consideration of the premises and of the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties hereto agree as follows: 1. Definitions .

1.1 “ Affiliates ” shall mean, with respect to any person or entity, any other person or entity that, directly or indirectly, controls such individual or entity, is controlled by such individual or entity or is under common control with such individual or entity. For the purposes of this definition, “ control ” (including its derivatives, such as “controlling”, “controlled” and “common control”) shall mean the legal, beneficial or equitable ownership, directly or indirectly, of the majority of the voting rights in the shareholders meeting or in any other management bodies of such entity, or effective control of the activities of such entity by contract or otherwise, or the right to elect the majority of the entity’s directors and/or officers. Affiliates of any person or entity shall be deemed to be Affiliates of one another. “Affiliates” shall mean with respect to a person that is an individual, any person who is an ancestor, descendant, sibling, spouse, or domestic partner of the person, or who is an ancestor, descendant or sibling of the person’s spouse or domestic partner, or which is a trust, family limited partnership or family limited liability company formed for the benefit of the person or his or her Affiliates, in each case, including adoptive relationships.

1.2 “ Business Day ” means each Monday through Friday, other than national holidays.

1.3 “ Change of Control ” means, with respect to a Licensee or Sharecare, as applicable: (a) a change in the ownership of the Licensee whether by sale of equity, consolidation, merger or otherwise, in any case in which holders of equity representing 50% or more of the voting power pre-transaction do not represent 50% or more of the voting power post-transaction; or (b) a sale of all or substantially all of the assets of the Licensee.

1.4 “ Competing Business ” shall have the meaning set forth in Section 2.3 .

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1.5 “ Confidential Information ” shall have the meaning set forth in Section 4 .

1.6 “ Derivative Works ” means any and all modifications, adaptations and derivative works of the Technology to the extent they incorporate, are based on or derive from the Technology that is the subject of the licenses granted to Licensee and its Affiliates hereunder, including source code modifications that correct defects or bugs or facilitate the extensibility of the Technology to other software, software services, programs, applications or features.

1.7 “ Documentation ” shall mean any technical and informational material relative to the implementation and use of the Technology, including any Derivative Works thereof, including full descriptions of the source code, functional specifications, interfaces, systems architecture, diagrams, flow charts, descriptions of processes and methodologies, operating manuals, training manuals and maintenance texts, drawings, pictures, graphics, plans, and other data related thereto.

1.8 “ Intellectual Property ” shall mean any Licensee’s Intellectual Property, the Sharecare Intellectual Property, or both, as applicable in the context.

1.9 “ Intellectual Property Rights ” shall mean all proprietary rights and other rights of ownership recognized under law in works of authorship and other tangible and intangible materials, including without limitation, copyright, patent, trademark, trade name, trade dress, service mark, mask work, know-how, and trade secret, and all rights of registration and renewal.

1.10 “ Licensee Entity ” shall mean with respect to a Licensee, those specific entities or business generally described by it on Exhibit A attached hereto, and any other legal entity in which a Licensee has control (as defined in the definition of Affiliates above).

1.11 “ Licensee Proprietary Works ” shall mean any and all software, computer systems, engineered equipment, programs, applications, features, functionality, their parts, components, modules and peripherals, including technical materials and Documentation relating thereto, developed by or on behalf of a Licensee or its Affiliates, regardless of whether they operate or interact with the Technology or any Derivative Works thereof.

1.12 “ Licensee Upgrade Request Period ” shall have the meaning set forth in Section 2.2 .

1.13 “ Representatives ” shall have the meaning set forth in Section 4 .

1.14 “ Restrictions ” shall have the meaning set forth in Section 2.3 .

1.15 “ Sharecare Derivative Works ” shall have the meaning set forth in Section 2.2 .

1.16 “ Sharecare Derivative Works License ” shall have the meaning set forth in Section 2.2 .

1.17 “ Sharecare Intellectual Property ” shall have the meaning set forth in Section 3 .

1.18 “ Sharecare Site ” shall mean the top level domain web site developed and owned by Sharecare for the creation, aggregation and distribution of digital health and wellness information, content, tools and other features via Internet protocol.

1.19 “ Technology ” shall mean the proprietary software (including scripts, schemas, queries, executables and object and source code), programs, business processes and methodologies developed and owned by Sharecare and deployed into production as the technical platform for the Sharecare Site, including any and all Documentation related thereto and all Intellectual Property Rights therein, but expressly excluding the “look and feel” elements of the Sharecare Site, and any content contained thereon.

1.20 “ Technology License ” shall have the meaning set forth in Section 2.1 .

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1.21 “ Third Party Software ” means that software and those computer systems, software services, programs, applications and features and their parts, components, modules and peripherals, including Documentation thereto owned by a third party and provided to Licensee or Sharecare for use pursuant to a license. 2. License Grants .

2.1 Technology License. As of the Effective Date, Sharecare hereby grants to each Licensee at no cost to Licensee a perpetual, fully paid, royalty-free, worldwide, non-transferable, non-exclusive, quitclaim license for Licensee and its Affiliates (subject to the Restrictions) to (a) use, reproduce, adapt, distribute, and publicly perform and display the Technology and all Documentation related thereto in connection with its and their operation of their respective businesses, and (b) sublicense the rights and licenses granted in Section 2.1(a) to any Licensee Entity (the “ Technology License ”). For the sake of clarity, the Technology License shall continue in full force and effect upon any sale, transfer or other disposition of all or part of a Licensee's interest in any Licensee Entity such that the Licensee Entity can continue to use the Technology and Documentation thereafter in accordance with the foregoing license including following the expiration or termination of this Agreement. Sharecare agrees to simultaneously deliver to each Licensee the production version of the Technology promptly following the commercial launch of the Sharecare Site. Without limiting the generality of the foregoing, the Technology License shall expressly include the right to (i) modify and adapt the Technology to create Derivative Works thereof, and (ii) use and combine the Technology with other products and materials, in each case for use by Licensee and its Affiliates consistent with the scope and purpose of the Technology License. Licensee and its Affiliates will have the right to exercise any and all of the foregoing rights through the use of subcontractors solely for the purpose of providing services to such Licensee and its Affiliates, in each case consistent with the scope and purpose of the Technology License. The parties hereby agree that the Technology License is fully conditioned upon each Licensee’s agreement with the following: (A) Sharecare makes no representations or warranties of any kind or nature in connection with the Technology and related Documentation and expressly disclaims the same, (B) Sharecare shall have no obligation with respect to the Technology and related Documentation, and (C) any use by Licensee or its Affiliates or exercise of any other right granted to Licensee with respect to the Technology and related Documentation shall be solely at its and their own risk. It is expressly understood and agreed that the Technology shall not include any Third Party Software.

2.2 Sharecare Derivative Works . Each Licensee shall have the right to request, by delivery of written notice to Sharecare, all then-existing Derivative Works of the Technology developed by or on behalf of Sharecare (“ Sharecare Derivative Works ”), if any, no more than once every six months for a period of five (5) years following the Effective Date (the “ Licensee Upgrade Request Period ”). Upon receiving the request, Sharecare will provide the Sharecare Derivative Works and related Documentation to such Licensee at the cost of such Licensee in a form and format mutually agreed by the Licensee and Sharecare, and Sharecare will grant to the Licensee a perpetual, fully paid, royalty-free, non-exclusive, non-transferable, worldwide quitclaim right and license for such Licensee and its Affiliates (subject to the Restrictions) to (a) use, reproduce, adapt, distribute, and publicly perform and display the Sharecare Derivative Works and all Documentation related thereto in connection with its and their operation of their respective businesses, and (b) sublicense the rights and licenses granted in Section 2.2(a) to any Licensee Entity (the “ Sharecare Derivative Works License ”). Without limiting the generality of the foregoing, the Sharecare Derivative Works License shall expressly include the right to (i) modify and adapt the Sharecare Derivative Works to create Derivative Works thereof, and (ii) use and combine the Sharecare Derivative Works with other products and materials, in each case for use by Licensee and its Affiliates consistent with the scope and purpose of the Sharecare Derivative Works License. Nothing in this Agreement shall obligate Sharecare to create or develop any Sharecare Derivative Works. Licensee and its Affiliates will have the right to exercise any and all of the foregoing rights through the use of subcontractors solely for the purpose of providing services to such Licensee and its Affiliates, in each

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case consistent with the scope and purpose of the Sharecare Derivative Works License. The parties hereby agree that the Sharecare Derivative Works License is fully conditioned upon each Licensee’s agreement with the following: (A) Sharecare makes no representations or warranties of any kind or nature in connection with the Sharecare Derivative Works and related Documentation, and expressly disclaims the same, (B) Sharecare shall have no obligation with respect to the Sharecare Derivative Works and related Documentation, and (C) any use by Licensee or its Affiliates or exercise of any other right granted to Licensee with respect to the Sharecare Derivative Works and related Documentation shall be solely at its and their own risk. It is expressly understood and agreed that the Sharecare Derivative Works shall not include any Third Party Software.

2.3 Restrictions. Notwithstanding the rights granted to each Licensee under the Technology License and the Sharecare Derivative Works License, no Licensee or Licensee Entity shall have the right to use the Technology or the Sharecare Derivative Works, in whole or in part, directly or indirectly, in or for the benefit of a Competing Business (“ Restrictions ”). A “ Competing Business ” shall be defined as any business involved in the creation, aggregation, archiving, hosting or distribution of health and wellness information and content.

2.4 Third Party Software. Each Licensee shall be solely responsible for obtaining and maintaining at its sole cost any and all Third Party Software necessary or desirable for operation of the Technology, including any Sharecare Derivative Works thereof.

2.5 Change of Control . If a Sharecare Change of Control occurs at any time during the Licensee Upgrade Request Period, Sharecare’s obligations under Section 2.2 shall automatically terminate as to both Sharecare and its successor in interest. The obligations of the other parties to this Agreement shall continue in full force and effect to the extent they use the Technology or the Sharecare Derivative Works.

2.6 Notice of Infringement. The parties agree to promptly notify each other of any actual or suspected infringement (i) of their respective interests in and to the Technology or Derivative Works and any Intellectual Property Rights therein by any third party of which they become aware, or (ii) by the Sharecare Intellectual Property on the Intellectual Property Rights of any third party of which they become aware. Upon any notice given pursuant to clause (ii) above, Sharecare may terminate the License granted to the Licensees hereunder solely as necessary to satisfy its obligations and/or mitigate any continuing liability for potential damages under applicable law. Each Licensee shall fully indemnify and hold Sharecare harmless from and against any third-party claims and damages associated with such Licensee’s own continued use of the subject Sharecare Intellectual Property after such notice, but Sharecare agrees to waive any claims or damages (of any type or nature other than in connection with third party claims) it may have under this Agreement in connection with such continued use.

2.7 Licensee Intellectual Property. Sharecare acknowledges and agrees that this Agreement does not confer to Sharecare, and Sharecare shall not acquire any right or license to use, any Licensee Intellectual Property whatsoever under this Agreement.

2.8 Proprietary Notices; Protection. Each party agrees that neither it nor its Affiliates with rights under this Agreement will remove, alter or obscure, or allow any person to remove, alter or obscure, any copyright, trademark or other proprietary rights notices of the other party on, stated in or affixed to the materials of the other party, including the Sharecare Intellectual Property and any Licensee’s Derivative Works. Any proprietary, restrictive or copyright notice included with or affixed to such materials must be reproduced or included in any whole or partial copies that are made. 3. Ownership . Each Licensee acknowledges and agrees that all right, title and interest in and to, and ownership of, including all Sharecare Intellectual Property Rights, the Technology, the Sharecare Derivative Works, and the Documentation related thereto (such Sharecare Derivative Works are referred to collectively with the Technology and the Documentation related to both as “ Sharecare Intellectual

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Property ”) shall at all times remain solely and exclusively with Sharecare, and neither this Section 3 nor any Licensee’s exercise of the licenses granted to it herein shall be construed as giving Licensee any right of any kind with respect thereto, except as expressly authorized hereunder. Sharecare specifically reserves its rights in and to the Sharecare Intellectual Property not expressly licensed to Licensees in Section 2 . Further, each Licensee acknowledges and agrees that neither Section 2 nor Licensee’s exercise of the licenses granted to it herein with respect to the Sharecare Intellectual Property shall be construed as giving any Licensee any ownership interest in Sharecare’s business or its Intellectual Property Rights therein, and each Licensee understands that it shall have no ownership rights whatsoever with respect thereto under this Agreement. 4. Confidentiality . Except as and to the extent required by law, no party will disclose, and will direct its representatives not to disclose other than as permitted herein, any Confidential Information (as defined below) with respect to the business of the other party furnished, or to be furnished, by or through such party, or their respective Representatives to the other party or its Representatives at any time or in any manner other than disclosures to directors, employees or agents (collectively, such party’s “ Representatives ”) on a need-to-know basis. For purposes of this section, “ Confidential Information ” means any proprietary or non-public information, including trade secrets, about a party or its business or activities, whether or not specifically identified as such, and the terms of this Agreement. For purposes of this Agreement, Confidential Information shall only include information disclosed in connection with this Agreement and Confidential Information shall not include information disclosed to a party pursuant to any other agreement between the parties, or in any other capacity, including without limitation, to a Representative of a Licensee as a director of Sharecare. Disclosure of Confidential Information to Representatives of the parties hereto will be limited to a need to know basis under circumstances where the Representative is advised of the confidential nature of the disclosure and is advised to keep said information confidential. Notwithstanding the foregoing, the following information shall not be deemed Confidential Information: (a) information that is already known to the recipient party or its Representatives or to others not known to the recipient party to be bound by a duty of confidentiality prior to disclosure; (b) information that becomes publicly available through no fault of the recipient party or its Representatives; (c) information that is independently developed by a party without the use of or reference to the Confidential Information of the other party; or (d) information that properly comes into the recipient party’s possession from a third party who is not known by the recipient party to be under an obligation to maintain the confidentiality of such information. Notwithstanding anything contained herein, it shall not be a breach of this provision for any party to disclose Confidential Information pursuant to any applicable subpoena or other legal or regulatory process or to its stockholders pursuant to regulatory requirement so long as the recipient party notifies the disclosing party prior to making such disclosure. Upon the written request of the disclosing party, the recipient party will promptly return to the disclosing party or destroy any Confidential Information in its possession and certify in writing to the disclosing party that it has done so. Notwithstanding any other provision of this Paragraph, any party may, for purposes of filing legally required documents in connection with any SEC or other regulatory requirements, disclose the terms of this Agreement to the extent required by the applicable laws; however, all parties agree to use reasonable best efforts to secure confidential treatment for any economic or other sensitive terms prior to such disclosure. Each party shall be responsible for any disclosure by its Representatives in violation of the terms of this Agreement. Without limiting the generality of the foregoing, each party shall treat the Intellectual Property of each other party, all information relating to the Intellectual Property of each other party, and the terms of this Agreement as strictly confidential to that party. 5. Limitation of Damages . EXCEPT TO THE EXTENT ARISING OUT OF A THIRD-PARTY CLAIM INDEMNIFIED PURSUANT TO SECTION 2.6, NEITHER SHARECARE NOR ANY LICENSEE SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, DELAY OR ECONOMIC

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DAMAGES WHATSOEVER (INCLUDING ANY DAMAGES FOR LOSS OF REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THE TECHNOLOGY, DERIVATIVE WORKS AND DOCUMENTATION OR THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR FOR ANY CLAIM MADE AGAINST THE OTHER PARTY BY A THIRD PARTY, EVEN IF IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM. 6. Mutual Representations and Warranties .

6.1 Authorization. Sharecare on the one hand, and each Licensee, on the other hand, represents to the other that it has full power, capacity and authorization to enter into this Agreement, grant the rights granted to the other party hereunder, and to perform its duties and obligations hereunder. No further act is necessary to authorize the execution and the fulfillment of this Agreement by the party. This Agreement, properly executed by each of the parties, will constitute the legal and valid obligation of such party and will be enforceable against it in accordance with the terms set forth herein.

6.2 Validity. Sharecare on the one hand, and each Licensee, on the other hand, represents to the other that it is legally constituted, its corporate acts have been practiced pursuant to the applicable corporations laws, it is valid and existing pursuant to the applicable laws, and it is qualified to conduct its business as it is now conducted, possessing the administrative and governmental authorization necessary to carry out its activities. Sharecare on the one hand, and each Licensee, on the other hand, represents to the other that all the corporate acts practiced by it were properly authorized, and it has not practiced any act that constituted or resulted in violation of any of its articles, bylaws or governing documents.

6.3 No Conflict. Each party agrees that the signature of this Agreement by it (a) does not conflict, violate or infringe in any way, or constitute or cause default (or event that when notified or having its deadline expired, or both, results in a event of default), generate the right to terminate, amend, suspend, revoke or cancel any agreements, permissions or other instruments or understandings of which such party is a party to, including any agreement not to compete; (b) does not violate any disposition of law, decree, norm or ruling, administrative or judicial order to which such party is subject, except if the effect of such violation is not relevant for the operations established in this Agreement; (c) does not require or shall not require any consent, approval or authorization from, notice to, or filing with any individual or entity, court or governmental authority; and (d) shall not result in the creation of any burden or encumbrance over any of its assets. 7. Disclaimer . THE TECHONOLOGY AND SHARECARE DERIVATIVE WORKS ARE PROVIDED "AS IS" AND EACH LICENSEE, ITS AFFILIATES, SUBLICENSEES AND ITS AND THEIR SUCCESSORS AND ASSIGNS EXPRESSLY ASSUME ALL LIABILITY AND RISK WITH RESPECT THERETO AND SHARECARE SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH. ALL WARRANTIES AS TO THE TECHNOLOGY, SHARECARE DERIVATIVE WORKS AND DOCUMENTATION, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ERROR-FREE OPERATION ARE DISCLAIMED IN THEIR ENTIRETY BY SHARECARE. 8. Miscellaneous .

8.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, Affiliates, personal representatives, successors and assigns. Sharecare and each Licensee may assign this Agreement and its rights hereunder to (a) any entity that acquires all or substantially all of its assets, (b) any Affiliate of said party, or (c) a successor entity in a merger or

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acquisition of said party; provided, that, any such assignment by a Licensee shall be expressly subject to the restrictions set forth in Section 2.3 .

8.2 Governing Law. All rights, duties and obligations arising under or related in any manner to the subject matter of this Agreement, as well as the parties’ relationship under this Agreement, shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

8.3 Injunctive Relief. Each party retains its right to file to seek relief from any court of competent jurisdiction to obtain a temporary restraining order, preliminary injunction or other equitable relief in order to prevent immediate and irreparable injury, loss or damage arising from a breach by any other party of its obligations under this Agreement.

8.4 Course of Dealing. No course of dealing on the part of any party, nor any failure or delay by any party with respect to exercising any of its rights, powers or privileges under this Agreement or law shall operate as a waiver or novation thereof. No waiver by a party of any condition or the breach of any provision of this Agreement in any instance shall be deemed a further or continuing waiver of the same or any other condition or provision.

8.5 Headings. The headings that appear in this Agreement are inserted for convenience only and do not limit or extend its scope.

8.6 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, and all prior agreements and understandings relating to that subject matter are superseded and canceled in their entirety.

8.7 Conflict. If there is a conflict between this Agreement and any law, the part of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law.

8.8 Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given: (a) if personally delivered, when so delivered; (b) if mailed, five (5) Business Days after having been sent by first class, registered or certified U.S. mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below; (c) if given by telecopier, once such notice or other communication is transmitted to the telecopier number specified below, provided that: (i) the sending telecopier generates a transmission report showing successful completion of such transaction; and (ii) such notice or other communication is promptly thereafter mailed in accordance with the provisions of clause (b) above or sent by nationally-recognized overnight delivery service in accordance with clause (d) below, and provided, further, that if such telecopy is sent after 5:00 p.m. local time at the location of the receiving telecopier, or is sent on a day other than a Business Day, such notice or communication shall be deemed given as of 9:00 a.m. local time at such location on the next succeeding Business Day; or (d) if sent through a nationally-recognized overnight delivery service that guarantees next day delivery, the Business Day following its delivery to such service in time for next day delivery. All notices shall be sent to the applicable party or parties at the address set for forth above.

8.9 Counterparts. This Agreement may be executed simultaneously in counterparts (including by way of electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.10 Amendment. This Agreement may only be modified by written agreement of the parties.

[ Signatures are on the following page ]

7

Signature Page to the Sharecare, Inc.License Agreement

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement effective as of the

Effective Date first written above.

SHARECARE, INC. By: /s/ Colin Daniel

Name: Colin Daniel

Title: Vice President, Finance




LICENSEE: DISCOVERY SC INVESTMENT, INC. By: /s/ James A. RosenstockName: James A. RosenstockTitle: Senior Vice President, Corporate Development




LICENSEE: HSW INTERNATIONAL, INC. By: /s/ Bradley T. ZimmerName: Bradley T. ZimmerTitle: Vice President & General Counsel




LICENSEE: ZOCO 1, LLC By: /s/ Tim BennettName: Tim BennettTitle: Vice President and Secretary




LICENSEE: OZ WORKS, L.L.C. By: /s/ Mehmet OzName: Mehmet Oz, M.D.Title: Vice President




LICENSEE: ARNOLD MEDIA GROUP, LLC

By: /s/ Jeffrey T. ArnoldName: Jeffrey T. ArnoldTitle: Manager

EXHIBIT A

LICENSEE ENTITIES

Without limiting the generality of the Agreement, the parties agree that each of the businesses generally described below shall be considered a Licensee Entity with respect to that Licensee:

Arnold: The 2006 Arnold Family Trust, The Five Star Travel Corporation, Flexplay Technologies, Inc., and Modo Sports, LLC

Exhibit 31.1

Certification pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Gregory M. Swayne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of HSW International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2009

/s/ Gregory M. SwayneGregory M. SwayneChief Executive Officer

Exhibit 31.2

Certification pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

I, Shawn G. Meredith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of HSW International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2009

/s/ Shawn G. MeredithShawn G. MeredithChief Financial Officer

Exhibit 32

Certification pursuant to Title 18 of the United States Code Section 1350,as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, each of the undersigned officers of HSW International, Inc. (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the period presented in the Report.

November 16, 2009 November 16, 2009

By: /s/ Gregory M. Swayne By: /s/ Shawn G. MeredithGregory M. Swayne Shawn G. MeredithChief Executive Officer Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to HSW International, Inc. and will be retained by HSW International, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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