Page 13 of 15 Pages
Exhibit 11
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JOINT FILING AGREEMENT
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 with all other Reporting persons listed below on behalf of each of them
of a Statement on Schedule 13D (including any amendments thereto) with respect
to the common stock, par value $0.01 per share, of Rare Medium Group, 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.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of
the 21st day of May, 2002.
May 21, 2002 APOLLO INVESTMENT FUND IV, L.P.
By: APOLLO ADVISORS IV, L.P.
its general partner
By: Apollo Capital Management IV, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
May 21, 2002 APOLLO OVERSEAS PARTNERS IV, L.P.
By: APOLLO ADVISORS IV, L.P.
its managing general partner
By: Apollo Capital Management IV, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Page 14 of 15 Pages
May 21, 2002 APOLLO ADVISORS IV, L.P.
in its capacity as general partner
to Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV, L.P.
By: Apollo Capital Management IV, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
May 21, 2002 APOLLO MANAGEMENT IV, L.P.
in its capacity as investment manager to
Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV, L.P.
By: AIF IV Management, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
May 21, 2002 AIF IV/RRRR LLC
By: Apollo Management IV, L.P.
its manager
By: AIF IV Management, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Page 15 of 15 Pages
May 21, 2002 AP/RM ACQUISITION LLC
By: Apollo Management IV, L.P.
its manager
By: AIF IV Management, Inc.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President