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EXHIBIT 4.7
JOINDER IN SHAREHOLDER RIGHTS AGREEMENT
THIS JOINDER (this "Agreement") is made on June 29, 2000, by YellowBrix,
Inc., a Delaware corporation (the "Company"), and Triad Media Ventures LLC,
a Delaware limited liability company ("Investor").
RECITALS
A. Investor has agreed to acquire $1,000,000 shares of the Company's
common stock, par value $.001 per share ("Common Stock"), at $3.72 per share in
exchange for certain media credits.
B. On March 9, 2000, the Company entered into a Shareholder Rights
Agreement (the "Shareholder Rights Agreement") with certain private placement
investors ("Private Placement Investors") who had purchased shares of Common
Stock in a private placement financing at the same per share price as Investor.
This Shareholder Rights Agreement extends certain incidental registration
rights to the Private Placement Investors and imposes transfer restrictions and
other obligations on the Private Placement Investors.
C. Investor's investment in the Company is subject to its joinder in
the Shareholder Rights Agreement, a copy of which has been provided to
Investor.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto agree as follows:
Investor agrees to become a party to the Shareholder Rights Agreement
and to be bound by the provisions of the Shareholder Rights Agreement as if
Investor were an original signatory thereto. Investor shall be deemed to be a
Private Placement Investor under the Shareholder Rights Agreement for all
purposes and the Company agrees to recognize Investor as a Private Placement
Investor under the Shareholder Rights Agreement for all purposes. Schedule I of
the Shareholder Rights Agreement shall be amended to reflect the addition of
Investor as a Private Placement Investor and as a party to the Shareholder
Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
YELLOWBRIX, INC. TRIAD MEDIA VENTURES LLC
By: Triad Media Management LLC
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxxx By: /s/ XXXX XXX XXXXX
President and CEO ---------------------------------
Xxxx xxx Xxxxx, Managing Member
