RECITALSMerger Agreement • June 26th, 2001 • Seneca Investments LLC • Services-business services, nec • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2001 • Seneca Investments LLC • Services-management consulting services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.0001 per share, of Organic, Inc., a Delaware corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
RECITALSShare Purchase Agreement • May 15th, 2001 • Seneca Investments LLC • Services-business services, nec • New York
AGREEMENTOption Agreement • December 21st, 2001 • Seneca Investments LLC • Services-management consulting services • New York
SENECA INVESTMENTS LLC 437 MADISON AVENUE THIRD FLOOR NEW YORK, NEW YORK 10022 September 18, 2001Acquisition Agreement • September 19th, 2001 • Seneca Investments LLC • Services-management consulting services
We beneficially own 22.2% of Organic, Inc.'s common shares and have entered into an agreement to acquire an additional 58.7% of the outstanding shares. The ultimate amount payable for the additional shares is calculated under an earn-out structure. Under this structure, a payment totaling about $5.9 million would be made at the closing, an additional $10.0 million payment would subsequently be made if certain conditions are met and additional payments, if any, would depend on substantial improvements in the Company's result of operations through December 31, 2006. If we have not acquired at least 90% of all then-outstanding Organic shares within a year of the share purchase closing, we have the right to elect not to make the $10.0 million payment and adjust the earn-out amount otherwise payable.
RECITALSStock Award Agreement • December 5th, 2001 • Seneca Investments LLC • Services-management consulting services • New York
RECITALSShare Purchase Agreement • September 19th, 2001 • Seneca Investments LLC • Services-management consulting services • New York
RECITALSShare Purchase Agreement • December 4th, 2001 • Seneca Investments LLC • Services-management consulting services • New York
May 14, 2001Acquisition Agreement • May 15th, 2001 • Seneca Investments LLC • Services-business services, nec
We own 45.3% of the Agency.com Ltd. common shares. In addition, we have entered into a binding agreement to acquire an additional 20.4% of the outstanding shares. The ultimate consideration to be paid for these shares is calculated under an earn-out structure. Under this structure, a payment of $0.94 per share would be made at the closing, an additional $0.47 per share would subsequently be paid and further payments, if any, would depend on substantial improvements in the Company's results of operations through December 31, 2006.
