Common use of Advice of Legal Counsel Clause in Contracts

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. This The parties hereto have executed this Security Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date day and year first above written. HOME SHARKDENNXX X. XXXXXXX /s/ Dennxx X. Xxxxxxx ------------------------------------ (Signature) Address: 1025 Xxxxxxxx Xxx #000 Xxxxxxxxxx, XX 00000 RASTER GRAPHICS, INC. By: -------------------------------------- Name: ------------------------------------ /s/ Rak Kumar -------------------------------- Title: ----------------------------------- THE COBALT GROUPPresident and CEO ------------------------------ Address: 3025 Xxxxxxx Xxxxxxx Xxx Xxxx, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for XX 00000 EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto Raster Graphics, Inc., a Delaware Corporation, (the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as "Company") (______) shares of the date first above writtenCompany's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s)._____________________________________________ herewith and do hereby irrevocably constitute and appoint the Secretary of the Company to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. HOME SHARKDated: June 25, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT1997 Signature:

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. This [Signature Page Follows] The parties hereto have executed this Security Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date day and year first above written. HOME SHARKXXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. By: -------------------------------------- Name: ------------------------------------ /s/ Xxxxxx X. Xxxxx ----------------------------------------------- Title: ----------------------------------- THE COBALT GROUPVice President of Finance and Administration ----------------------------------------------- EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for assign and transfer unto LJL BioSystems, Inc., a Delaware Corporation, (the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as "Company") (___________) shares of the date first Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s).___________________ herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Vice President of Finance and Administration of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: ---------------- Signature: /s/ Xxxxx X. Xxxxxx ---------------------- XXXXX X. XXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above writtenassignor and the Company dated ____________, 1998. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENTEXHIBIT B-2 CONSENT OF SPOUSE

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. This [Signature Page Follows] The parties hereto have executed this Security Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date day and year first above written. HOME SHARKXXXXX X. XXXXXXXXX /s/ Xxxxx X. Xxxxxxxxx --------------------------------------- (Signature) Address: 0000 000xx Xx. XX ---------------------------- Xxxx Xxxxx, INC. XX 00000 ---------------------------- ---------------------------- POINTSHARE CORPORATION By: -------------------------------------- Name: /s/ X. Xxxxxxxxx ------------------------------------ Title: ----------------------------------- THE COBALT GROUPCEO --------------------------------- Address: 0000 000xx Xxxxxx XX, INC. By: -------------------------------------- Name: Xxxxx 000 Xxxxxxxx, XX 00000 EXHIBIT B-1 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for FOR VALUE RECEIVED I hereby sell, assign and transfer unto Pointshare Corporation, a Delaware corporation, (the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as "Company") Five Hundred Twenty-Two Thousand (522,000) shares of the date first Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No. C-8 herewith and do hereby irrevocably constitute and appoint Xxxxxxxxxxx X. Xxxxxxx, Secretary of the Company to transfer said stock on the books of the Company with full power of substitution in the premises. Dated: December 2,1999 Signature: /s/ Xxxxx X. Xxxxxxxxx ------------------- Xxxxx X. Xxxxxxxxx This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above writtenassignor and the Company dated December 2, 1999. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENTEXHIBIT B-2 ----------- CONSENT OF SPOUSE -----------------