Agreement and Plan of Merger between Intermix Media/ MySpace, Fox Interactive Media, Inc. and News Corporation

Article I The Merger

Section 1.1

The Merger

Section 1.2

Effective Time

Section 1.3

Certificate of Incorporation

Section 1.4

By-Laws

Section 1.5

Directors

Section 1.6

Officers

Article II Effect of the Merger on Capital Stock; Exchange of Certificates

Section 2.1

Effect on Capital Stock

Section 2.2

Exchange of Common Share Certificates

Section 2.3

Dissenters' Rights

Section 2.4

Adjustments to Prevent Dilution

Section 2.5

Stockholders' Meeting; Proxy Statement

Article III The Closing

Section 3.1

Closing

Article IV Representations And Warranties

Section 4.1

Representations and Warranties of Ivory

Section 4.2

Representations and Warranties of Parent and Merger Sub

Article V Conduct of Business Pending the Merger

Section 5.1

Covenants of Ivory

Article VI Additional Agreements

Section 6.1

Access

Section 6.2

No Solicitation

Section 6.3

Filings; Other Actions; Notification

Section 6.4

Exercise of Purchase Option

Section 6.5

Purchase Option

Section 6.6

Stock Exchange De-listing

Section 6.7

Publicity

Section 6.8

Benefits and Other Employee Matters

Section 6.9

Indemnification; Directors' and Officers' Insurance

Section 6.10

Expenses

Section 6.11

Takeover Statute

Section 6.12

Parent Vote

Section 6.13

Section 16 Matters

Section 6.14

Standstill

Section 6.15

Guarantee

Section 6.16

Litigation

Article VII Conditions

Section 7.1

Conditions to Each Party's Obligation to Effect the Merger

Section 7.2

Conditions to Obligations of Parent and Merger Sub

Section 7.3

Conditions to Obligations of Ivory

Article VIII Termination

Section 8.1

Termination by Mutual Consent

Section 8.2

Termination by Either Parent or Ivory

Section 8.3

Termination by Ivory

Section 8.4

Termination by Parent

Section 8.5

Effect of Termination and Abandonment

Article IX Miscellaneous and General

Section 9.1

Survival

Section 9.2

Modification

Section 9.3

Amendment

Section 9.4

Counterparts

Section 9.5

Governing Law and Venue; Waiver of Jury Trial

Section 9.6

Notices

Section 9.7

Entire Agreement; No Other Representations

Section 9.8

No Third-Party Beneficiaries

Section 9.9

Obligations of Parent and of Ivory

Section 9.10

Severability

Section 9.11

Interpretation

Section 9.12

Assignment

Section 9.13

Enforcement

Exhibit A – Break Up Note Term Sheet

Exhibit B – Purchase Option Loan Term Sheet

Defined Term

Acquisition Proposal

Affiliate

Aggregate Preferred Merger Consideration

Agreement

AMEX

Audit Date

Bankruptcy and Equity Exception

By-Laws

Certificate

Certificate of Incorporation