Common use of Contributions to NMC; Issuances of NMC Capital Stock Clause in Contracts

Contributions to NMC; Issuances of NMC Capital Stock. (a) Subject to ---------------------------------------------------- the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and immediately prior to the Effective Time, NBC shall, or shall cause NBC Multimedia, to assign and contribute to NMC, and NMC shall accept, all of NBC's and NBC Multimedia's right, title and interest in the NBC Multimedia Assets, and NBC and NBC Multimedia shall assign and contribute to NMC, and NMC shall assume, all of the NBC Multimedia Liabilities. (b) In connection with the transactions described in Section 2.2(a), -------------- NBC, NBC Multimedia, and NMC shall execute all contribution, transfer, assumption and other agreements which counsel for NBC and Xoom determine are reasonably necessary to effect the transactions described therein. All of the assets transferred pursuant to Section 2.2(a) shall be transferred free and -------------- clear of all Liens (other than any Liens imposed by or on behalf of Xenon 2). (c) In exchange for the assignments and contributions set forth in

Contributions to NMC; Issuances of NMC Capital Stock. (a) Subject to ---------------------------------------------------- the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and immediately prior to the Effective Time, NBC shall, or shall cause NBC Multimedia, to assign and contribute to NMC, and NMC shall accept, all of NBC's and NBC Multimedia's right, title and interest in the NBC Multimedia Assets, and NBC and NBC Multimedia shall assign and contribute to NMC, and NMC shall assume, all of the NBC Multimedia Liabilities. (b) In connection with the transactions described in Section 2.2(aSECTION 2.2(A), -------------- NBC, NBC Multimedia, and NMC shall execute all contribution, transfer, assumption and other agreements which counsel for NBC and Xoom determine are reasonably necessary to effect the transactions described therein. All of the assets transferred pursuant to Section 2.2(aSECTION 2.2(A) shall be transferred free and -------------- clear of all Liens (other than any Liens imposed by or on behalf of Xenon 2). (c) In exchange for the assignments and contributions set forth inin SECTION 2.2(A), at the Closing and concurrently therewith, NMC shall issue 12,173,111 shares of its common stock, par value $.0001 per share, which until the Effective Time shall represent all of the outstanding capital stock of NMC, to NBC Multimedia.

Contributions to NMC; Issuances of NMC Capital Stock. (a) Subject to ---------------------------------------------------- the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and immediately prior to the Effective Time, NBC shall, or shall cause NBC Multimedia, to assign and contribute to NMC, and NMC shall accept, all of NBC's and NBC Multimedia's right, title and interest in the NBC Multimedia Assets, and NBC and NBC Multimedia shall assign and contribute to NMC, and NMC shall assume, all of the NBC Multimedia Liabilities. (b) In connection with the transactions described in Section 2.2(a), -------------- NBC, NBC Multimedia, and NMC shall execute all contribution, transfer, assumption and other agreements which counsel for NBC and Xoom determine are reasonably necessary to effect the transactions described therein. All of the assets transferred pursuant to Section 2.2(a) shall be transferred free and -------------- clear of all Liens (other than any Liens imposed by or on behalf of Xenon 2). (c) In exchange for the assignments and contributions set forth inin Section 2.2(a), at the Closing and concurrently therewith, NMC shall issue -------------- 13,764,726 shares of its common stock, par value $.0001 per share, which until the Effective Time shall represent all of the outstanding capital stock of NMC, to NBC Multimedia.

Contributions to NMC; Issuances of NMC Capital Stock. (a) Subject to ---------------------------------------------------- the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and immediately prior to the Effective Time, NBC shall, or shall cause NBC Multimedia, to assign and contribute to NMC, and NMC shall accept, all of NBC's and NBC Multimedia's right, title and interest in the NBC Multimedia Assets, and NBC and NBC Multimedia shall assign and contribute to NMC, and NMC shall assume, all of the NBC Multimedia Liabilities. (b) In connection with the transactions described in Section 2.2(a), -------------- NBC, NBC Multimedia, and NMC shall execute all contribution, transfer, assumption and other agreements which counsel for NBC and Xoom determine are reasonably necessary to effect the transactions described therein. All of the assets transferred pursuant to Section 2.2(a) shall be transferred free and -------------- clear of all Liens (other than any Liens imposed by or on behalf of Xenon 2). (c) In exchange for the assignments and contributions set forth inin Section 2.2(a), at the Closing and concurrently therewith, NMC shall issue 12,173,111 shares of its common stock, par value $.0001 per share, which until the Effective Time shall represent all of the outstanding capital stock of NMC, to NBC Multimedia.