May 27, 2003 WARRANT TO PURCHASE COMMMON STOCK OF 24/7 REAL MEDIA, INC.Purchase Agreement • June 12th, 2003 • 24/7 Real Media Inc • Services-advertising • New York
This Warrant is issued pursuant to that certain Series C and Series C-1 Preferred Stock and Common Stock Warrant Purchase Agreement dated as of May 27, 2003 (the “Purchase Agreement”), by and among the Company, the original holder of this Warrant and certain other purchasers listed on the Schedule of Purchasers attached to the Purchase Agreement as Exhibit A, and is subject to the provisions thereof.
May 27, 2003 24/7 Real Media, Inc. 1250 Broadway New York, New York 10001 Ladies and Gentlemen:24/7 Real Media Inc • June 12th, 2003 • Services-advertising • Delaware
Reference is made to that certain Series C and Series C-1 Preferred Stock and Common Stock Warrant Purchase Agreement (the “Purchase Agreement”), of even date herewith, by and between the Company and certain investors listed on the signature pages thereto (each, an “Investor”) All terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
24/7 REAL MEDIA, INC. SERIES C AND SERIES C-1 PREFERRED STOCK AND COMMON STOCK WARRANT PURCHASE AGREEMENTPurchase Agreement • June 12th, 2003 • 24/7 Real Media Inc • Services-advertising • New York
This SERIES C AND SERIES C-1 PREFERRED STOCK AND COMMON STOCK WARRANT PURCHASE AGREEMENT (the “AGREEMENT”) is made as of May 27, 2003, by and among 24/7 Real Media, Inc., a Delaware corporation (the “COMPANY”) and the parties listed on the Schedule of Purchasers attached to this Agreement as EXHIBIT A (each purchaser hereinafter individually referred to as a “PURCHASER” and collectively as the “PURCHASERS”).
RE: Exchange And Amendment of Notes; Certain Other Matters24/7 Real Media Inc • June 12th, 2003 • Services-advertising • New York
We refer to (i) that certain Agreement And Plan Of Merger, dated as of October 30, 2001 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 24/7 Media, Inc., a Delaware corporation (“Parent”), Real Media, Inc., a Delaware corporation (the “Company”), PubliGroupe USA Holding, Inc., a Delaware corporation (“Publigroupe”), and Continuum Holding Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); (ii) that certain unsecured promissory note, dated October 30, 2001, in the principal amount of $4,500,000 issued by the Company in favor of Publigroupe and guaranteed by Parent pursuant to the Parent Guarantee (as defined) (the “First Note”); (iii) that certain unsecured promissory note, dated January 9, 2002, in the principal amount of $1,500,000 issued by Parent to Publigroupe (the “Second Note”); (iv) that certain unsecured promissory note, dated May 14, 2002, in the principal amount of $1,500,000 issued
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 12th, 2003 • 24/7 Real Media Inc • Services-advertising • New York
This Investors’ Rights Agreement (the “AGREEMENT”) is entered into as of May 27, 2003 (the “EFFECTIVE DATE”) by and among 24/7 Real Media, Inc., a Delaware corporation (the “COMPANY”), and the persons and entities listed on EXHIBIT A attached hereto (the “PURCHASERS”).
