0001104659-03-021691 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 29th, 2003 • 24/7 Real Media Inc • Services-advertising • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 26, 2003, by and among 24/7 Real Media, Inc., a Delaware corporation, with headquarters located at 1250 Broadway, 27th Floor, New York, New York 10001 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 29th, 2003 • 24/7 Real Media Inc • Services-advertising • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement“), dated as of September 26, 2003, by and among 24/7 Real Media, Inc., a Delaware corporation, with headquarters located at 1250 Broadway, 27th Floor, New York, New York 10001 (the “Company“), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer“ and collectively, the “Buyers”).

ESCROW AGREEMENT
Escrow Agreement • September 29th, 2003 • 24/7 Real Media Inc • Services-advertising • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2003, by and among 24/7 Real Media, Inc. a Delaware corporation (the “Company”), The Riverview Group, LLC, a Delaware limited liability company (the “Investor”), and The Bank of New York, a New York banking institution (the “Escrow Agent”). The Company and the Investor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

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