SHARE PURCHASE AGREEMENT RELATING TO THE ACQUISITION OF DECIDE HOLDINGS PTY LIMITED (AN AUSTRALIAN LIMITED COMPANY ) BY 24/7 REAL MEDIA, INC. (A DELAWARE CORPORATION) DATED AS OF AUGUST 19, 2004Share Purchase Agreement • August 20th, 2004 • 24/7 Real Media Inc • Services-advertising • New York
THIS SHARE PURCHASE AGREEMENT is made as of August 19, 2004 by and between 24/7 REAL MEDIA, INC., a Delaware corporation (“Buyer”), DECIDE HOLDINGS PTY LIMITED, an Australian limited company incorporated in Australia with Australian Company Number 091 850 225 (the “Company”) and each of the shareholders of the Company named on the signature page hereto (collectively, the “Selling Shareholders”).
ESCROW AGREEMENTEscrow Agreement • August 20th, 2004 • 24/7 Real Media Inc • Services-advertising • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 19, 2004, by and among 24/7 Real Media, Inc., a Delaware corporation (“Buyer”), the Selling Shareholders named on the signature page hereto (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”), and The Bank of New York, a New York banking institution (the “Escrow Agent”). Buyer and the Selling Shareholders are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2004 • 24/7 Real Media Inc • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 19, 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 Selling Shareholders attached hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”).
