DATED 20 January 1999
INTERAD HOLDINGS LIMITED
INTERADVENTURES LIMITED
XXXXXX XXXXXXX XXXXXXX
XXXXXX XXXX XXXXXX
AND
24/7 MEDIA INC
---------------------------------
SUBSCRIPTION AGREEMENT
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Xxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxxxxxx
XX0 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
DX 54741 READING 2
Ref: RAB/30078
THIS SUBSCRIPTION AGREEMENT is made on 20 January 1999, BETWEEN (1) InterAd
Holdings Ltd (company number 3491347) ("the Company") (2) Interadventures
Limited (company number [ ]) whose registered office is at 00 Xxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxx, XX0 0XX ("the Continuing Investor") (3) Xxxxxx Xxxxxxx
Xxxxxxx of Fairways, Burtons Lane, Little Chalfont, Chalfont St Xxxxx, Bucks,
England and Xavier Xxxx Xxxxxx of Xxxxxx 0, (Xx Xxxxxx) 00000, X'Xxxxxxxx xxx
Xxxxxx, Xxxxx (individually an "Executive" and collectively the "Executives")
and 24/7 Media Inc. Xx 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx of New Castle,
Delaware, USA the ("Purchaser"). The Company, the Continuing Investor, the
Executives and the Purchaser are referred to individually as a "Party"" and
collectively as the "Parties". Capitalised terms used herein are defined in
Section 25, if not defined when first used herein.
The Parties agree as follows:
1. Subscription of Ordinary Shares
1.1 Subscription of Ordinary Shares. Subject to the terms and conditions
herein set forth, the Purchaser hereby agrees to subscribe for
ordinary shares of(pound)1 each in the Company ("the Ordinary
Shares") and the Company hereby agrees to allot and issue to the
Purchaser free from any Security Interest 26,584 Ordinary Shares
ranking pari passu with the existing Ordinary Shares of the Company.
The aggregate subscription price of the Ordinary Shares to be
subscribed hereunder (the "Subscription Price") shall be $1,900,000
US or the pound sterling equivalent on the date of this Agreement.
1.2 Costs of Issue of Ordinary Shares. The subscription of Ordinary
Shares and the issue of certificates for Ordinary Shares pursuant to
this Subscription Agreement shall be without charge, tax or other
cost to the Purchaser (except for payment of the subscription price
for such Ordinary Shares pursuant to the terms hereof).
2. The Closing. The Closing of the transactions contemplated in Section 1
(the "Closing") shall take place on the signing of this Agreement ("the
Closing Date").
2.1 Deliveries by the Purchaser. At or before the Closing the Purchaser
shall deliver to the Company the following:
(a) a subscription letter in respect of its subscription for
26,584 Ordinary Shares in the capital of the Company together
with $1,900,000 US in payment of the Subscription Price in
cash by wire or bank transfer of immediately available funds
to the account designated by the Company on the Closing Date;
(b) a shareholders' agreement in the agreed form (the
"Shareholders' Agreement"), duly executed by the Purchaser;
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(c) a copy of a resolution of the directors of the Purchaser
authorising its execution of this Subscription Agreement.
2.2 Deliveries by the Company, the Continuing Investor and the
Executives. At or before the Closing, the Company, the Continuing
Investor and the Executives shall deliver to the Purchaser the
following documents:
(a) a share certificate evidencing all the Ordinary Shares
registered in the Purchaser's name;
(b) the Shareholders' Agreement, duly executed by the Company, the
Continuing Investor and the Executives;
(c) deeds of variation of the service agreements of the Executives
in the agreed form, duly executed by the Company and the
Executives;
(d) copies of resolutions of the directors of the Company and the
Continuing Investor authorising their execution of this
Subscription Agreement.
3. Representations and Warranties of the Continuing Investor and the
Shareholders. The Continuing Investor and each Executive (each a
"Warrantor" and collectively the "Warrantors") hereby jointly and
severally represent and warrant to the Purchaser that, subject to the
exceptions fairly disclosed in the disclosure letter delivered by the
Company to the Purchaser prior to the execution and delivery of this
Subscription Agreement (the "Disclosure Letter"), the statements contained
in this Section 3 are true and correct as of the Closing Date.
3.1 Organisation and Standing. Each of the Company and the Continuing
Investor is duly organised validly existing and in good standing as
a private limited company organised under the Laws of England with
all requisite corporate power and authority to conduct its business
as currently conducted and proposed to be conducted, and to perform
its obligations under this Subscription Agreement.
3.2 Subsidiaries. Neither the Company nor the Continuing Investor has
any Subsidiaries and any equity investment or other interest in any
corporation, association, partnership, joint venture or other
entity, except as set forth in Schedule 2. Each Subsidiary is a
corporation validly existing under the Laws of the jurisdiction of
its organisation, with all requisite corporate power and authority
to conduct its business as currently conducted and proposed to be
conducted.
3.3 Licenses. The Company and the Subsidiaries possess all licenses,
consents, permits and other authorisations necessary for the conduct
of their respective businesses (the "Company Licenses") except for
such Company Licenses for which the failure to obtain would not have
a
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material adverse effect on its operations, earnings or financial
condition (collectively "the Condition"). The Company and the
Subsidiaries are materially in compliance with all Company Licenses.
No suspension, cancellation, revocation, modification, complaint,
proceeding, order or investigation of or with respect to any Company
License is pending or, to the Knowledge of the Warrantors,
threatened.
3.4 No Default. Neither the Company nor any Subsidiary is in violation
of or default under, nor has it breached, its memorandum and
articles of association or other constitutional documents, or to the
Knowledge of the Warrantors any Agreements to which it is a party.
3.5 Authority; Binding Obligation. Each of the Company and the
Continuing Investor has full legal right, power and authority
(including full corporate power and authority) to execute and
deliver this Subscription Agreement and the other documents
contemplated hereby, to perform its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance of this
Subscription Agreement by each of the Company and the Continuing
Investor and the consummation by each of them of the transactions
contemplated hereby have been duly authorised by all necessary
corporate action. This Subscription Agreement has been duly executed
and delivered by the Company and the Continuing Investor and
constitutes a valid and legally binding instrument of each of them,
enforceable in accordance with its terms.
3.6 No Conflict; Required Filings and Consents. The execution, delivery
and performance by each of the Company and the Continuing Investor
of this Subscription Agreement and the other documents contemplated
hereby, and the fulfilment of and the compliance with the terms
hereof and thereof, do not and will not (a) conflict with, result in
a breach or violation of, or constitute a default under, the
memorandum and articles of association or other constitutional
documents of the Continuing Investor, the Company or any Subsidiary,
(b) conflict with, result in a breach of, constitute a default (or
an event which, with the giving of notice, lapse of time, or the
happening or occurrence of any other event would constitute a
default) under, result in the acceleration of, create in any party
the right to accelerate, terminate, modify or cancel, or require any
notice under any Agreement to which the Continuing Investor, the
Company or any Subsidiary is a party or by which any of them is
bound or to which any of their respective assets or properties are
subject, or (c) conflict with, or result in a breach or violation of
any Law applicable to the Continuing Investor, the Company or any
Subsidiary. There are no Agreements, Laws or other restrictions of
any kind to which the Continuing Investor, the Company or any
Subsidiary is party or subject that would prevent or restrict the
execution, delivery or performance of this Subscription Agreement.
No consent, approval, authorisation, permit, order registration,
filing,
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notification or qualification of or with any Person not party to
this Subscription Agreement is required for the valid authorisation,
execution, delivery and performance by the Parties of this
Subscription Agreement and the other documents contemplated hereby,
and the compliance by the Parties with the terms hereof and thereof,
except such as are described in the Disclosure Letter.
3.7 Share Capital of the Company. Following the passing of a written
resolution of the Company on the date of this Agreement and the
subscription pursuant to it, and the purchase of shares from
Rundfunk the authorised share capital of the Company will be (pound)
130,000 divided into 130,000 Ordinary Shares of (pound)1 each, of
which 32,500 Ordinary Shares of (pound)1 each fully paid are held by
the Continuing Investor, 48,750 by the Purchaser and 48,750 Ordinary
Shares are unissued and subject to a warrant issued by the Company
in favour of the Purchaser.
3.8 Financial Information. Management accounts of the Company for the
period from 1 March 1998 to 30 November 1998 the "Financial
Statements" have been delivered to the Purchaser. The Financial
Statements, give a fair view of the affairs and the financial
position of the Company as at the dates indicated and have been
prepared in conformity with generally accepted accounting principles
and practices. The Financial Statements have been prepared on a
consistent basis, make full provision for all known Liabilities and
unless otherwise stated therein are not affected by any unusual or
non-recurring items and do not give a misleading view of the
Company's or the Subsidiaries' affairs.
3.9 Absence of Certain Changes or Events. Since 31 December 1998, (a) to
the Knowledge of the Warrantors, no event, occurrence or development
has occurred with respect to the Company or any Subsidiary that,
individually or in the aggregate, has had or could reasonably be
expected to have, a material adverse effect on the Condition of the
Company or any Subsidiary, whether or not arising in the Ordinary
Course of Business and (b) the Company and the Subsidiaries have
conducted their respective businesses substantially in the manner
theretofore conducted and only in the Ordinary Course of Business.
3.10 Capitalisation.
(a) As of the Closing Date, the authorised share capital of the
Company will consist of 130,000 Ordinary Shares.
(b) Schedule 2 sets forth the authorised share capital or other
equity interests of each Subsidiary and the percentage of the
issued share capital or other equity interests of each
Subsidiary directly or indirectly owned by the Company. All of
the issued share capital and other equity interests of the
Subsidiaries have been duly authorised and validly issued and
are fully paid.
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(c) There are no outstanding or authorised options, warrants,
purchase rights, subscription rights, conversion rights,
exchange rights, registration rights, redemption rights, calls
or other Agreements that could require the Company or any
Subsidiary to allot, issue, sell, transfer, cause to be
issued, or otherwise dispose of any of the share capital or
other securities of the Company or any Subsidiary (other than
those created by or pursuant to this Subscription Agreement).
There are no outstanding or authorised share appreciation,
phantom share, profit participation, or similar rights with
respect to the Company or any Subsidiary.
(d) All of the issued share capital or other securities of the
Subsidiaries owned, directly or indirectly, by the Company are
registered in its name and owned beneficially by the Company
directly, or indirectly through wholly owned Subsidiaries,
free and clear of any restrictions on transfer (other than
restrictions under applicable securities Laws), Taxes,
Security Interests, options, warrants, purchase rights,
Agreements, equities, claims and demands. The names and the
number of shares or other securities held by, all holders of
share capital or other securities of the Company and the
Subsidiaries are set forth in Schedule 2. Such Persons are the
registered owners of, and own beneficially, all of the issued
share capital or other securities of the Company and the
Subsidiaries indicated in the Disclosure Letter, free and
clear of any restrictions on transfer (other than restrictions
under applicable securities Laws and the constitutional
documents of such companies), Taxes, Security Interests,
options, warrants, purchase rights, Agreements, equities,
claims, and demands. At the Closing, the Purchaser will be the
registered owner of, and own beneficially, 48,750 of the
issued Ordinary Shares free and clear of any restrictions on
transfer (other than restrictions under applicable securities
Laws and the constitutional documents of such companies),
Taxes, Security Interests, options, warrants, purchase rights,
Agreements, equities, claims and demands.
(e) There are no obligations, contingent or otherwise, of the
Company or any Subsidiary to provide funds to, make any
investment (in the form of a loan, capital contribution or
otherwise) in, or provide any guarantee or other Security
Interest with respect to, any other Person.
3.11 Compliance with Law. The Company and the Subsidiaries have
conducted, and are currently conducting, their businesses so as to
comply in all material respects with all applicable Laws. To the
Knowledge of the Warrantors, all returns, reports, statements and
other documents required to be filed by the Company or any
Subsidiary with any governmental, quasi-governmental or regulatory
authority have
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been filed and complied with and are true, correct and complete in
all material respects.
3.12 Brokers' Fees. Neither the Company nor any Subsidiary has any
Liability or obligation to pay any fees or commissions to any
broker, finder, investment banker or agent with respect to the
transactions contemplated by this Subscription Agreement.
3.13 Absence of Bankruptcy Proceedings. There are no bankruptcy,
insolvency, liquidation, reorganisation or arrangement proceedings
pending against, contemplated by, or to the Knowledge of the
Warrantors threatened against, the Company or any Subsidiary.
3.14 Title to Assets. The Company and the Subsidiaries have good, valid
and marketable title to, or a valid leasehold interest in, all
assets and properties (including the Real Property) used by them or
granted to them in the Ordinary Course of Business. The assets and
properties are not subject to any Security Interest. All assets and
properties (including Real Property) used by the Company or the
Subsidiaries comprise all the assets and properties (including Real
Property) necessary for the continuation of the business of the
Company or the Subsidiaries as previously carried on.
3.15 Undisclosed Liabilities. To the Knowledge of the Warrantors, neither
the Company nor any Subsidiary has any Liabilities which together
exceed in aggregate $50,000 (and there is no Basis for any present
or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand against any of them giving rise to
Liabilities), except for Liabilities incurred in the Ordinary Course
of Business and Liabilities that are not material to the Company or
any Subsidiary and have not resulted in a material adverse effect on
the Condition of the Company or any Subsidiary.
3.16 Tax Matters.
(a) The Company and the Subsidiaries have duly filed all Tax
Returns required to be filed by the Company or any Subsidiary
with respect to all applicable Taxes.
(b) There is no current action, suit, proceeding, audit,
investigation or claim or, to the Knowledge of the Warrantors,
threatened in respect of any Taxes for which the Company or
any Subsidiary is or may become liable, nor has any deficiency
or claim for any such Taxes, been proposed, asserted or, to
the Knowledge of the Warrantors, threatened.
(c) All Taxes due and owing by the Company or any Subsidiary have
been paid in full or proper provision made in the Financial
Statements.
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3.17 Real Property.
(a) There are no disputes relating to the Real Property or their
use or occupation and there are no pending or anticipated
disputes, actions, claims or demands in respect of the Real
Property.
(b) The Company and its Subsidiaries have a good and marketable
title (legal and beneficial) or a valid leasehold interest in
to the Real Property which is vested in the Company or its
Subsidiaries (as appropriate) without exception or
reservation.
(c) The Company or any Subsidiary is absolutely entitled to the
entire proceeds of sale of any Real Property without deduction
or set-off.
3.18 Intellectual Property.
(a) The Company and the Subsidiaries own or have the right to use
pursuant to a valid license, sublicense or other Agreement all
Intellectual Property used in the operation of the businesses
of the Company and the Subsidiaries as currently conducted and
as currently proposed to be conducted.
(b) To the Knowledge of the Warrantors, the Company and the
Subsidiaries have not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any
Intellectual Property rights of any third party. There are no
actual or, to the Knowledge of the Warrantors, threatened
claims against the Company or any Subsidiary alleging that the
conduct of the Company's or any Subsidiary's business
infringes or conflicts with the Intellectual Property rights
of any third parties. To the Knowledge of the Warrantors, no
third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with the
Intellectual Property rights of the Company or any Subsidiary.
(c) To the Knowledge of the Warrantors, the Company and the
Subsidiaries will not be materially adversely affected by (i)
any failure of the Company's and the Subsidiaries' computer
software, to be Year 2000 Compliant; or (ii) the cost and/or
disruption to normal activities caused by work to be carried
out to ensure such computer software is Year 2000 Compliant.
(d) The Company and the Subsidiaries have received no notice of
breach or infringement pursuant to the Data Protection Xxx
0000.
3.19 Tangible Assets. All tangible assets of the Company and the
Subsidiaries are in sufficient operating condition and repair and
are
7
suitable and adequate for the uses for which they are currently
being used.
3.20 Contracts and Leases. Except as detailed in the Disclosure Letter
there is no Agreement to which the Company or any Subsidiary is a
party or by which the Company or any Subsidiary is bound, and which
is:
(a) an Agreement concerning a partnership, joint venture or
other profit-sharing arrangement;
(b) a mortgage, indenture, note, guarantee or other Agreement for
or relating to borrowed money;
(c) a profit-sharing, bonus, share or share option, share
purchase, share appreciation, deferred compensation,
severance, insurance, pension, retirement or other plan or
arrangement for the benefit of its current or former
directors, officers, and employees;
(d) a distributor, dealer, sales representative, sales agency,
advertising, property management or brokerage Agreement
involving an annual payment in excess of $50,000;
(e) an Agreement for the future purchase or lease of materials,
supplies, services, merchandise, equipment or other assets or
property involving payments of more than $50,000 over its
remaining term (including, without limitation, periods covered
by any option to renew);
(f) an Agreement for the sale of any asset or property (including
Real Property)or the grant of any preferential rights to
purchase any asset or property, other than in the Ordinary
Course of Business.
(g) an Agreement which is not terminable at anytime by the Company
or its Subsidiaries giving 60 days notice or less.
3.21 Litigation.
(a) Except as disclosed in of the Disclosure Letter, neither the
Company nor any Subsidiary has been engaged or is currently
engaged in any actions, suits, claims, arbitrations,
proceedings or investigations. And there are no current
actions, suits, claims, arbitrations, proceedings, or
investigations or, to the Knowledge of the Warrantors,
threatened against, affecting or involving the Company or any
Subsidiary or their respective businesses, assets or
properties (including the Real Property), or the transactions
contemplated by this Subscription Agreement.
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3.22 Employee Matters.
(a) Except as detailed in the Disclosure Letter there are no
directors, officers and employees of the Company and the
Subsidiaries ("the Employees"). The Disclosure Letter lists
each person's name, position, and current annual remuneration.
(b) There are no strikes, work stoppages, union organisation
efforts or other controversies (other than grievance
proceedings for which the Company or its Subsidiaries has no
Liability) between the Company or any Subsidiary and any
Employees or former employees of the Company or any Subsidiary
and there are no Labour Disputes pending or threatened.
(c) Except in relation to the Executives (whose current Service
Agreements are attached to the Disclosure Letter) there are no
Employment Agreements between the Company or any Subsidiary
and any of their respective employees not terminable at will
on three months notice or less without giving rise to a claim
for damages or compensation (other than a statutory redundancy
payment or statutory compensation for unfair dismissal). The
consummation of the transactions contemplated hereby will not
cause the Company or any Subsidiary to incur or suffer any
Liability relating to, or obligation to pay, severance,
termination or other such payments to any Person.
(d) Neither the Company nor any Subsidiary is under an obligation
nor has it made any provision or given any of its Employees or
directors any indication that it intends to increase the
aggregate remuneration payable to them.
(e) Neither the Company nor its Subsidiaries has ever been a party
to any Agreement or arrangement for a Company pension plan.
Except as disclosed in the Disclosure Letter there is no
obligation for the Company or any Subsidiary to contribute to
any personal pension scheme of any Employee of former
employee.
3.23 Guarantees. Neither the Company nor any Subsidiary is a guarantor of
any Liability or obligation (including indebtedness) of any Person
other than in the Ordinary Course of Business full particulars of
which are disclosed in the Disclosure Letter..
3.24 Environmental Matters. There are no pending or, to the Knowledge of
the Warrantors, threatened actions, suits, orders, claims, legal
proceedings or other proceedings based on any violation of
Environmental Laws at any part of the Real Property or otherwise
arising from the Company's or any Subsidiary's activities.
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3.25 Certain Business Relationships.
(a) Neither Executive and no Affiliate of either Executive owns,
directly or indirectly, any interest in, or is a shareholder,
partner, other holder of equity interests, director, officer
employee, consultant or agent of any Person whether or not
that person is a competitor or customer of, or supplier of
goods or services to, the Company or any Subsidiary:
(b) Neither Executive and no Affiliate of either Executive or to
the knowledge of the Warrantors and no employee or any
consultant: owns, directly or indirectly, in whole or in
party, any assets or properties which the Company or any
Subsidiary currently uses in its business;
(c) Neither Executive and no Affiliate of either Executive or to
the knowledge of the Warrantors and no employee or any
consultant: has any cause of action or other suit, action or
claim whatsoever against, or owes any amount to, the Company
or any Subsidiary, except for claims arising in the Ordinary
Course of Business from any such Person's service to the
Company or any Subsidiary as a director, officer or employee.
3.26 Customers. During the twelve (12) months prior to the Closing Date,
no material customer of the Company or any Subsidiary which
accounted for more than 10% of the 1998 revenue of the Company
during such period has cancelled or otherwise terminated its
relationship with the Company or any Subsidiary.
3.27 Certain Business Practices. Neither the Company, nor any Subsidiary,
nor any of their current respective officers or directors or, to the
Knowledge of the Warrantors, any of their employees or agents) have
paid, given or received or have offered or promised to pay, give or
receive, any bribe or other unlawful payment of money or other thing
of value, any unlawful extraordinary discount, or any other unlawful
inducement, to or from any Person in connection with or in
furtherance of the business of the Company or any Subsidiary.
3.28 Transfer of Title. Upon payment for the Ordinary Shares to be
subscribed in the capital of the Company pursuant to the terms of
this Subscription Agreement, the Purchaser will acquire good, valid
and marketable title thereto, free and clear of all Security
Interests.
3.29 Competition and Fair Trading. To the Knowledge of the Warrantors,
neither the Company nor any Subsidiary is a party to or liable under
any Agreement or arrangement which infringes any competition,
anti-trust or equivalent legislation of any jurisdiction.
3.30 Borrowing. With the exception of the sums owed to Rundfunk and the
Purchaser (which will be repaid on Closing) neither the Company
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nor any Subsidiary has any borrowings, loans or other facility
outstanding.
3.31 Insurance. Both the Company's and its Subsidiaries' assets and Real
Property which are of an insurable nature have at all times been and
are insured to their full reinstatement or replacement value against
all such risks that companies carrying on in a similar business as
the Company and its Subsidiaries would be expected to cover by
insurance. All premiums due on any insurance policies have been duly
and punctually paid and all such insurance policies are valid and
enforced and neither the Company nor any Subsidiary has done
anything or admitted to do anything which might make any of the
insurance policies void or voidable. No claims are outstanding under
any of the insurance policies and no circumstances exist which might
give rise to such a claim.
3.32 Insolvency. In relation to the Company and each Subsidiary no
resolution has been passed (and no meeting has been convened and no
written resolution has been circulated with a view to any
resolution), no petition has been presented and no order has been
made for administration or winding up or for the appointment of a
receiver or provisional liquidator. Neither the Company nor any
Subsidiary has stopped paying its creditors, is insolvent and is
unable to pay its debts for the purposes of section 123 of the
Insolvency Xxx 0000.
3.33 Information.
(a) The facts set out in the Schedules of this Subscription
Agreement and the Disclosure Letter and the information
contained in, attached to or referred to in the Disclosure
Letter are at the date hereof and will at Closing be true,
complete and accurate in all respects and not misleading.
(b) Neither the Company nor any Subsidiary does not have any if
its records, systems or data recorded or operated or otherwise
wholly or partly dependent on, or held by, any means
(including any electronic, mechanical or photographic process
whether computerised or not) which (including all means of
access to it and from it) are not under the exclusive
ownership and direct control of the Company.
(c) All title deeds relating to the assets and constitution of the
Company and its Subsidiaries and an executed copy of all
agreements to which the Company and its Subsidiaries is a
party or by which it is bound and the original copies of all
other documents which are owned by, or which ought to be in
the possession of the Company are in the possession or under
the control of the Company.
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3.34 The Continuing Investor has not traded and has no assets other than
32,500 Ordinary Shares each in the capital of the Company. The
Shareholders of the Continuing Investor and their holdings of
Ordinary Shares are set out in the Disclosure Letter, together with
details of its officers and registered office. The authorised share
capital of the Continuing Investor is (pound)100,000 divided into
100,000 of (pound)1 each and the issued share capital
is(pound)40,000
4. Further Representations and Warranties of the Warrantors Each of the
Warrantors hereby jointly and severally represents and warrants to the
Purchaser as of the Closing Date as follows:
4.1. Authority; Binding Obligation. It or he has full legal right,
capacity, power and authority to execute and deliver this
Subscription Agreement and the other documents contemplated hereby,
to perform its or his obligations hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby. This
Subscription Agreement has been duly executed and delivered by it or
him and constitutes a valid and legally binding obligation
enforceable in accordance with its terms.
4.2. No Conflict. The execution, delivery and performance by it or him of
this Subscription Agreement and the other documents contemplated
hereby, and the fulfilment of and compliance with the terms hereof
and thereof, do not and will not (a) conflict with, or result in a
breach or violation of, any applicable Law (b) conflict with, result
in a breach or violation of, or constitute a default under any
Agreement to which it or he is a party, or (c) in the case of the
Continuing Investor conflict with, result in a breach or violation
of, or constitute a default under, its memorandum and articles of
association.
4.3 Litigation. The Warrantors have not during the twelve months
preceding the date of this Subscription Agreement been engaged in
any civil, criminal, administrative or arbitration claim,
proceedings or enquiries and there are no such proceedings or
enquiries pending or threatened by or against the Warrantors or any
director of the Warrantors or any person whose acts or defaults the
Warrantors may be vicariously liable and there is no matter or fact
in existence which might gave rise to the same. No officer of the
Continuing Investor or the Executives has been convicted of any
offence or of any act or failed to do any act which reflects upon
his suitability to hold his position as a director of a company.
4.4 Insolvency. In relation to the Warrantors no resolution has been
passed, no petition has been presented and no order has been made
for administration, winding up, for the appointment of a receiver,
provisional liquidator or trustee in bankruptcy. Neither of the
Warrantors is insolvent or unable to pay is debts for the purposes
of section 123 of the Insolvency Xxx 0000.
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5. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Company, the Continuing
Investor and the Executives as of the Closing Date as follows:
5.1 Organisation and Standing. The Purchaser is a corporation duly
organised, validly existing and in good standing under the Laws of
the place of its incorporation with the power and authority to
perform its obligations under this Subscription Agreement.
5.2. Authority; Binding Obligation. The execution, delivery and
performance of this Subscription Agreement by the Purchaser and the
consummation by the Purchaser of the transactions contemplated
hereby have been duly authorised by all necessary corporate action
of the Purchaser. This Subscription Agreement has been duly executed
and delivered by the Purchaser and constitutes a valid and legally
binding instrument of the Purchaser, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganisation, moratorium and similar Laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
5.3. No Conflict. The execution, delivery and performance by the
Purchaser of this Subscription Agreement and the other documents
contemplated hereby, and the fulfilment of and compliance with the
terms hereof and thereof do not and will not materially conflict
with, or result in a material breach or violation of, or constitute
a material default under, the certificate of incorporation or bylaws
of the Purchaser, any Agreement to which the Purchaser is a party or
by which any of the Purchaser's assets or properties are bound, or
any applicable Law.
5.4. Brokers' Fees. The Purchaser has taken no action which would entitle
anyone to a broker's or finder's fee or other compensation in
connection with the transactions contemplated hereby.
6. Other Agreements.
6.1. Use of Proceeds. The Company shall not, and shall not permit any
Subsidiary to, use any of the proceeds from the issue of Ordinary
Shares pursuant to this Subscription Agreement for any purpose other
than capital expenditure and working capital requirements included
in its 1999 budget to be agreed with the Purchaser.
6.2. Protection of the Company's Business
For and in consideration of the benefits derived directly and
indirectly from this Subscription Agreement each of the Executives'
covenants and agrees with the Purchaser as follows:
(a) he shall not (in the case of section 6.2(a)(i) for a period of
one year from the date of termination of his employment with
the
13
Company and in the case of section 6.2(a)(iv) for a period of
6 months from such date) and in the case of sections
6.2(a)(ii) and 6.2(a)(iii) without limitation in time (either
personally or through an agent) without the prior consent of
the Purchaser:
(i) induce, or attempt to induce, any officer or employee
(being an employee involved in an executive, senior
managerial, technical, research or sales capacity) of
the Company or any of the Subsidiaries to leave his or
her employment with it; or
(ii) make use of any information of a secret or confidential
nature relating to the business of affairs of the
Company or any of the Subsidiaries or their customers;
(iii) use or (insofar as it or he can reasonably do so) allow
to be used any trade name used by the Company or any of
the Subsidiaries or any other name calculated or likely
to be confused with such a trade name;
(iv) carry on or be in any way engaged concerned or
interested in (except passive investments in up to 5% of
the equity share capital of listed companies), or be an
employee or officer of, or provide consultancy or other
services to, any business or part of any business which
comprises the marketing or sale of internet advertising
products or services within the European Union or the
European Economic Area, or seeks with the Executive's
involvement, to do so.
(b) that the covenants contained in clause 6.2(a) are no more
extensive than is reasonable to protect the Purchaser;
(c) each of the restrictions contained in this clause 6.2 is
intended to be separate and severable. In the event that any
of the restrictions shall be held void but would be valid and
enforceable if part of the wording thereof were deleted such
restriction shall apply as if such wording were deleted
7. Survival of Representations, Warranties, Indemnities and Agreements.
Notwithstanding any investigation, audit or inspection made by any Party,
all covenants, Agreements, representations, warranties and indemnities
made by the Company, the Continuing Investor, the Executives and the
Purchaser herein shall survive the Closing hereunder until eighteen months
after the Closing Date (the "survival period").
8. Warranty Claims.
8.1. Warranty Claims of the Purchaser. Each of the Warrantors
acknowledges that the Purchaser has been induced to enter into this
14
Agreement and to subscribe for shares in the Company on the basis of
the representations and warranties set forth in Section 3 (the
"Section 3 Warranties") and the representations and warranties set
forth in Section 4 (the "Section 4 Warranties" and together with the
Section 3 Warranties, the "Warranties").
(a) Each of the Warranties is a separate and independent
representation and warranty and the Purchaser shall have a
separate claim and right of action in respect of every breach.
The Warranties shall continue in full force and effect after
Closing subject to Section 7.
(b) Each of the Warranties is given subject to the matters fairly
disclosed in the Disclosure Letter but is otherwise subject to
no qualification.
8.2. Certain Limitations. Save for claims in respect of any breach of any
of the Warranties arising (or any delay in the discovery of which
arises) as a result of fraud on the part of the relevant Warrantor:
(a) The aggregate liability of the Warrantors for all claims
pursuant to the Warranties shall be limited to
(pound)2,000,000 (plus the reasonable costs of recovery of any
damages for breach of any of the Warranties incurred by or on
behalf of the Purchaser); provided, however, that the
aggregate liability of the Executives for breach of the
Warranties shall be limited to (pound)100,000.
(b) No liability in respect of any claim for breach of any of the
Warranties shall arise unless the amount of such claim when
aggregated with all other claims exceed (pound)50,000, but
then the liability shall be in respect of the whole amount of
all such claims (and not merely the excess).
(c) No Warrantor shall be liable in respect of any claim unless
such Warrantor shall have been given written notice of such
claim within the survival period set forth in Section 7 and
legal proceedings regarding such claim are commenced within
six (6) months after the end of the survival period.
(d) The Warrantors shall have no liability in respect of any claim
for breach of Warranties:
(i) to the extent that such claim arises or is increased as
a result of an increase in rates of taxation after 30
November 1998 or the passing of any legislation (or
making of any subordinate legislation) with
retrospective effect or any provision or reserve in the
Financial Statement at 30 November 1998 being
insufficient by reason of any increase in rates of
taxation after that date;
15
(ii) to the extent that such claim provided was for or
included as a Liability in the Financial Statements, or
(B) any Liability for taxation arising in the Ordinary
Course of Business after 30 November 1998;
(iii) to the extent that such claim arises as a result of any
change in the accounting policy or practice or in the
accounting reference date of the Company after Closing
at the direction of the Purchaser;
8.3 Purchaser Remedies
(a) The Warrantors hereby agree to indemnify and keep the
Purchaser indemnified in respect of all its costs, claims,
charges, demands and expenses and any other liabilities of any
nature whatsoever (including but not limited to all legal and
other professional fees and expenses) which the Purchaser may
incur either before or after the commencement of any action in
connection with:
(i) the settlement of any claim that any of the Warranties
are untrue or misleading or that the Warranties or any
other terms of this Subscription Agreement have been
breached;
(ii) any legal proceedings in which the Purchaser claims that
any of the Warranties are untrue or misleading or that
any of the Warranties or any of the terms of this
Subscription Agreement have been breached and in which
judgement is given for the Purchaser; or
(iii) the enforcement of any settlement or judgement.
(b) Notwithstanding any other provision of this Subscription
Agreement the Warrantors hereby agree to indemnify and keep
indemnified the Purchaser against any loss, liability or cost
of any nature whatsoever or which the Purchaser may suffer or
incur whether directly or indirectly a result of any breach of
any of the Warranties or any other term of this Subscription
Agreement.
(c) In respect of any Settled Claim the Continuing Investor and
Executives hereby acknowledge that the Purchaser shall be
entitled to;
(i) cause the Executives to immediately transfer to the
Purchaser all Ordinary Shares owned by them up to the
value of the Settled Claim pursuant to clause (d) below;
and
16
(ii) deduct from the Executives' salary or other remuneration
payable by the Company the amount of the Settled Claim.
(d) If a claim for breach of Warranty is settled the Purchaser
may, in its discretion, serve a notice on the Continuing
Investor and the Company requiring the Continuing Investor to
transfer shares in the Company to the Purchaser in whole or
partial discharge of the liability (a "Share Sale Notice").
On receipt of the Share Sale Notice, the Purchaser and the
Continuing Investor will negotiate in good faith to determine
the value shares held by the Continuing Investor and, in
default or agreement, the value shall be the Fair Value,
defined in the Shareholders' Agreement as determined by the
auditor (acting as experts and not as arbitrators) on the
basis of a sale between a willing buyer and a willing seller
but without limitation adjusted to take into account the
consequential breach of Warranty concerned.
The Continuing Investor shall, once the value of its shares
has been determined, transfer to the Purchaser such number of
shares as do not exceed the Settled Liability in whole or
partial discharge of that liability.
(e) The rights and remedies available to the Purchaser under this
Subscription Agreement are in addition to and not exclusive of
all other rights or remedies available at law to the Purchaser
8.4. Other Provisions.
(a) Upon the Purchaser becoming aware that matters have arisen
which will or are likely to give rise to a claim, the
Purchaser shall (i) notify the Warrantors in writing as soon
as reasonably practicable of any claim setting out reasonably
details of the claim; and (ii) not make any admission of
liability, agreement or compromise with any person, body or
authority in relation to the potential claim without prior
consultation with the Warrantors.
(b) Nothing herein shall in any diminish the Purchaser's common
law duty to mitigate its loss for any claims to be made under
this Agreement.
9. Executives' Waiver.
Indemnification of the Purchaser. The Executives hereby irrevocably waive
any and all rights to recourse against the Company or any Subsidiary with
respect to any representation, warranty, indemnity or other Agreement or
acts
17
that have been made or taken by or pursuant to this Subscription
Agreement. The Executives shall not be entitled to contribution from,
subrogation to or recovery against the Company or any Subsidiary with
respect to any liability of the Executives that may arise under or
pursuant to this Subscription Agreement or the transactions contemplated
hereby.
10. Notices.
All notices, demands, requests, or other communications which may be or
are required to be given, served, or sent by any Party to any other Party
pursuant to this Subscription Agreement shall be in writing and shall be
faxed or mailed by first-class, registered or certified air mail, postage
prepaid, or transmitted by hand delivery or courier, addressed as follows:
If to the Company
The Directors, InterAd Holdings Ltd, 00-00 Xxxxxxx Xxxxxx, Xxxxxx X0X
0XX, Fax No. 0000 000 0000
If to Xxxxxx Xxxxxxx Xxxxxxx
X X Xxxxxxx, Fairways, Burtons Lane, Little Chalfont, Xxxxxxxx Xx
Xxxxx, Xxxxx XX0 0XX
If to Xxxxxx Xxxx Calbet
Xavier Xxxx Xxxxxx, Apartado de Xxxxxxx 00 (Xx Xxxxxx), 00000 X'Xxxxxxx
xxx Xxxxxx, Xxxxx
Agent for service: Xxxxx Xxxxxx & Xxxxxxx of 00 Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxx, XX0 0XX, Fax No. 0000 000 0000
If to the Continuing Investor
The Directors, Interadventures Ltd, 00 Xxxx Xxxxxx, Xxxxxxx, XX0 0XX,
No 0118 952 7248
If to the Purchaser
24/7 Media Inc, of Corporation Service Company 0000 Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxx xx Xxx Xxxxxx, Xxxxxxxx, 00000 XXX
Agent for service: Xxxxx Xxxxxxxx of Xx Xxxxx'x Xxxxx, Xxxxxxxxx,
Xxxxxxxxx, X0 0XX, Fax No. 0000 000 0000
Each Party may designate by notice in writing a new address to which any
notice, demand, request or communication may thereafter be so given,
served or sent. Each notice, demand, request or communication which shall
be mailed, delivered or transmitted in the manner described above shall be
18
deemed sufficiently given, served, sent or received for all purposes at
such time as it is delivered to the addressee or at such time as delivery
is refused by the addressee upon presentation.
11. Agent for Service. Xavier Xxxx Xxxxxx and the Purchaser each hereby
appoints the person under his or its name and address above as his or its
agent for the service of proceedings in England such appointments are
irrevocable except that the appointing Party may by notice irrevocably
appoint another person resident in England as such agent.
12. Binding Effect. This Subscription Agreement shall be binding upon, and
shall inure solely to the benefit of, each of the Parties hereto, and each
of their respective heirs, executors, administrators, successors and
permitted assigns, and no other Person shall acquire or have any right
under or by virtue of this Subscription Agreement.
13. Law and Jurisdiction. This Subscription Agreement shall be governed by,
and construed in accordance with the Laws of England and hereby submit to
the jurisdiction of the English Courts.
14. Entire Agreement; Amendment. This Subscription Agreement (together with
the Disclosure Letter and the other documents attached to it) represents
the entire understanding of the Parties with respect to the matters
addressed herein and supersedes all prior written and oral understandings
concerning the subject matter hereof. No amendment, modification or
discharge of this Subscription Agreement shall be valid or binding unless
set forth in writing and duly executed and delivered by the Party against
whom enforcement of the amendment, modification or discharge is sought.
15. Assignment. No party shall assign its rights and obligations under this
Subscription Agreement, in whole or in part, whether by operation of Law
or otherwise, without the prior written consent of the other Parties
hereto, and any such assignment contrary to the terms hereof shall be null
and void and of no force and effect; provided, however, that the Purchaser
shall have the right to assign the benefit in whole or in part of its
rights and obligations under this Subscription Agreement, in whole or in
part, to a Purchaser Affiliate or to designate any Purchaser Affiliates to
receive directly any of the Ordinary Shares to be subscribed and purchased
hereunder or to exercise any of the rights of the Purchaser, or to perform
any of its obligations (provided that Purchaser shall cause such Purchaser
Affiliate to reassign this Subscription Agreement to Purchaser in the
event that such Purchaser Affiliate ceases to be a Purchaser Affiliate).
16. Successors. This Subscription Agreement shall inure to the benefit of and
be binding upon the Company, the Purchasers and their respective
successors and permitted assigns. Nothing expressed herein is intended or
shall be construed to give any Person other than the Persons referred to
in the preceding sentence any legal or equitable right, remedy or claim
under or in respect of this Subscription Agreement.
19
17. Expenses. Except as provided by this Subscription Agreement each Party
will pay its own expenses incident to this Subscription Agreement and the
transactions contemplated hereby (including, without limitation, legal,
accounting and consulting fees and expenses).
18. Severability of Provisions. If any part of any provision of this
Subscription Agreement is invalid or unenforceable in any respect, such
part shall be ineffective to the extent of such invalidity or
unenforceability, without in any way affecting the remaining parts of such
provision or the remaining provisions of this Subscription Agreement.
19. Waiver. No delay or failure on the part of any Party hereto in exercising
any right, power or privilege under this subscription Agreement or under
any other document furnished in connection with or pursuant to this
subscription Agreement shall impair any such right, power or privilege or
be construed as a waiver of any default or any acquiescence therein. No
single or partial exercise of any such right, power or privilege shall
preclude the further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. No waiver shall be valid
against any Party unless made in writing and signed by the Party against
whom enforcement of such waiver is sought, and then only to the extent
expressly specified therein.
20. Execution in Counterparts. This Subscription Agreement may be executed and
delivered in any number of counterparts, each of which counterparts when
so executed and delivered shall be deemed to be an original, but all of
which taken together shall constitute one and the same instrument.
21. Press Releases and Public Announcements. No Party shall issue any press
release or make any public announcement relating to the subject matter of
this Subscription Agreement without the prior written approval of the
other Parties, which approval shall not be unreasonably withheld;
provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable Law or any listing or
trading agreement concerning its publicly-traded securities (in which case
the disclosing Party will use its best efforts to advise the other Parties
prior to making the disclosure).
22. No Third Party Beneficiaries. This Subscription Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.
23. Further Assurances. Each of the Continuing Investor and the Executives
hereby waives any rights of pre-emption in respect of the allotment and
issue of any shares of the Company to the Purchaser pursuant to this
Subscription Agreement.
24. Headings. Section headings contained in this Subscription Agreement are
inserted for convenience of reference only, shall not be deemed to be a
part of this Subscription Agreement for any purpose, and shall not in any
way define or affect the meaning, construction or scope of any provision
hereof.
20
25. Certain Definitions.
"Affiliate" means: (a) with respect to an individual, any member of such
individual's family; (b) with respect to a corporate entity, any officer,
director, shareholder, partner or investor of or in such entity or of or
in any Affiliate of such entity; and (c) with respect to a person or
entity, any person or entity which directly or indirectly, through one or
more intermediaries, Controls, is Controlled by, or is under common
Control with such person or entity.
"Agreement" means any concurrence of understanding and intention between
two or more Persons with respect to their relative rights and/or
obligations or with respect to a thing done or to be done (whether or not
conditional, executory, express, implied, in writing or meeting the
requirements of contract), including, without limitation, contract,
leases, promissory notes, covenants, easements, rights of way,
commitments, arrangements and understandings.
"Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction that forms, or could reasonably be expected
to form, the basis for any specified consequence.
"Board" means the board of directors of the Company.
"Business Day" means a day other than a Saturday, a Sunday or any other
day on which commercial banks in London, England or in the State of New
York, USA are authorised or obligated to be closed.
"Control" (including the terms "Controlled by" and "under common Control
with" means, as used with respect to any Person, possession, directly or
indirectly or as a trustee or executor, of power to direct or cause the
direction of management or policies of such Person (whether through
ownership of voting securities, as trustee or executor, by Agreement or
otherwise).
"Environmental Laws" means any Laws, including any plans, other criteria,
or guidelines promulgated pursuant to such Laws, now or hereafter in
effect relating to the generation, production, use, storage, treatment,
transportation or disposal of hazardous materials, or noise control, or
the protection of human health or the environment.
"Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures,
together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (b) all trademarks,
service marks, trade dress, logos, trade derivations and combinations
thereof and including all goodwill associated therewith, and all
applications, registrations, and renewals in
21
connection therewith, (c) all copyrightable works, all copyrights, all
rights to database information and all applications, registrations, and
renewals in connection therewith, (d) all moral rights, including all
rights of paternity and integrity, all rights to claim authorship of
copyrightable works, to object to a modification of copyrightable works,
and all similar rights existing under the judicial or statutory Law of any
country in the world or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a "moral right", (e)
all trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing
and production processes and techniques, technical date, designs,
drawings, specifications, customer and supplier lists, pricing and cost
information and business and marketing plans and proposals), (f) all
computer software (including date and related documentation), (g) all
other proprietary rights, and (h) all copies and tangible embodiments
thereof (in whatever form or medium) existing in any part of the world.
"Knowledge" will be deemed to be present with respect to any Person when
the matter in question was known based upon performance of such Person's
duties as an employee or officer, was brought to the attention of or, if
based on normal investigation for the purposes of giving these Warranties
that a competent manager would have undertaken, would have been brought to
the attention of, such Person by any officer or responsible employee of
such Person or in the employment of the Company or any Subsidiary.
"Laws" means all foreign, federal, state and local statutes, laws,
ordinances, regulations, rules, resolutions, orders, tariffs,
determinations, writs, injunctions, awards (including, without limitation,
awards of any arbitrator), judgements and decrees applicable to the
specified Person and to the businesses and assets thereof.
"Liability" means any liability (whether known or unknown, asserted or
unasserted, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, or due to become due), including any liability for Taxes.
"Ordinary Course of Business" means the ordinary course of business
consistent with past custom and normal business practice (including with
respect to quantity and frequency) for the type of business carried on by
the Company and its Subsidiaries.
"Person" means an individual, partnership, corporation, firm,
association, joint stock company, trust, joint venture, unincorporated
organisation, or governmental, quasi-governmental or regulatory authority
(or any department, agency, or political subdivision thereof), or any
other legally recognised entity.
"Pound sterling" of "(pound)" means pounds sterling, the lawful currency
for the time being of the United Kingdom.
"Purchaser Affiliate" means a company or corporate entity in the same
group as the Purchaser within the meaning attributed thereto by Section
171(9), Taxation of Chargeable Gains Act, 1992.
22
"Real Property" means the real property (other than easements and rights
of way) owned or used by the Company and the Subsidiaries as of 31
December 1998, and any additional real property (other than easements and
rights of way) owned or used since that date.
"Rundfunk" means Rundfunkmedia Runkfunkprogrammanbieter Und Werbe GmbH.
"Security Interest" means any mortgage, pledge, lien, encumbrance, charge,
claim, easement, restriction, or other security interest.
"Settled Claims" means in respect of any claim for breach of or indemnity
under this Subscription Agreement the earlier of; (a) an order for damages
in respect of the claim is awarded by the High Court of England and Wales
or other court of competent jurisdiction; (b) the claim is settled or
compromised by agreement between such of the Warrantors who are parties to
the claim and the Purchaser.
"Subsidiary" means a corporation, partnership, joint venture or other
entity of which the Company owns, directly or indirectly, at least 50% of
the issued securities or other interests of the holders of which are
generally entitled to vote for the election of the board of directors or
other governing body or otherwise exercise Control of such entity.
"Taxes" means all domestic and foreign taxes (including, without
limitation, income, profit, franchise, sales, use, real property, personal
property, ad valorem, excise, employment, social security and wage
withholding taxes) and instalments of estimated taxes, assessments,
deficiencies, levies, imports, duties, license fees, registration fees,
withholdings, or other similar charges of every kind, character or
description imposed by any governmental, quasi-governmental or regulatory
authority, and any interest, penalties or additions to tax imposed thereon
in connection therewith.
"Year 2000 Compliant" means that neither performance nor functionality is
affected by dates prior to, during or after the year 2000; in particular
(i) no value for current date will cause any interruption in operation;
(ii) data-based functionality must behave consistently for dates before,
during and after the year 2000; (iii) in all interfaces and date storage,
the century in any date is specified either explicitly or by unambiguous
algorithms or inferencing rules; and (iv) the year 2000 must be recognised
as a leap year.
IN WITNESS WHEREOF each of the Parties has executed this Subscription Agreement
on the day and year first above written.
23
SCHEDULE 1
----------
INFORMATION ON THE COMPANY
--------------------------
The Company
1. Registered number: 03491347
2. Date of incorporation: 12th January 1998
3. Place of incorporation: England and Wales
4. Address of registered 00-00 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX
office:
5. Class of company: Private/Limited
6. Authorised share capital: (pound)130,000 divided into 130,000 Ordinary
Shares of (pound)1 each
7. Issued share capital: Interadventures Limited - 32,500 Ordinary
Shares
24/7 Media Inc - 22,166 Ordinary Shares
8. Authorised loan capital: None
9. Issued loan capital: None
10. Accounting reference date: 31st December
11. Auditor: Xxxxxxx Xxxxx Xxxxxxxxx
12. Tax residence: United Kingdom
13. VAT registration no: 713 8568 19
14. Bank Accounts - details: Barclays Bank Plc, Portman Square Group
0 Xxxxxxx Xxxxxx, Xxxxxx, X0X 0XX
Sort Code: 20-69-17
Account: InterAd Holdings Limited
Account Number: 00000000
15: Loan facilities: None
16: There are no mortgages, charges or other Security Interests created by the
Company.
17. Neither the Company nor any Subsidiary has an Associated Company or
Subsidiary Undertaking except as listed in Schedule 2.
18. The Company's directors are: Xavier Xxxx Xxxxxx,
Xxxxxx Xxxxxxx Xxxxxxx
19. The Company's secretary is: Xxxxxx Xxxxxxx Xxxxxxx
24
SCHEDULE 2
----------
PARTICULARS OF SUBSIDIARIES
---------------------------
Name and company Date and Authorised Shares Shares Loan Directors Secretary Accounting
---------------- -------- ---------- ------ ------ ---- --------- --------- ----------
registration place of share beneficially registered capital Reference Date
------------ -------- ----- ------------ ---------- ------- --------------
number incorporation capital owned by in the name
------ ------------- ------- -------- -----------
the Company of the
----------- ------
Company
-------
Interad UK Ltd 12 January (pound)100 2 2 None Xxxxxx Xxxxxx 31st December
3491215 0000, Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx Xxxxxxx
and Wales Xavier Xxxx
Xxxxxx
Interad 2nd March 500,000 500,000 500,000 None Xxxxxx Xxxxxx 31st December
Iberoamerica S.L. 1998, Peseta Xxxxxxx Xxxxxxx
B-07871791 Spain Xxxxxxx Binder
Xxxxxx Xxxx (stated to be
Calbet Proxy)
Interad Sales 4th 100,000 100,000 100,000 None Xxxxxx 31st December
Network SARL September francs Xxxxxxx
420096588 1998, Xxxxxxx
France
25
INTERAD HOLDINGS LIMITED
By: /s/ Xxxxxx Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxxx
Title: Director
INTERADVENTURES LIMITED
By: /s/ Xxxxxx Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxxx
Title: Director
/s/ Xxxxxx Xxxxxxx Xxxxxxx
------------------------------------
XXXXXX XXXXXXX XXXXXXX
/s/ Xavier Xxxx Xxxxxx
------------------------------------
XAVIER XXXX XXXXXX
24/7 MEDIA INC
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President & General Counsel
