EXHIBIT 5.1
AMENDMENT NO. 1
TO
SERIES A AND SERIES A-1 PREFERRED STOCK AND COMMON STOCK
WARRANT PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to that certain Series A and
Series A-1 Preferred Stock and Common Stock Warrant Purchase Agreement (the
"Purchase Agreement"), dated as of July 2, 2002 by and among 24/7 Real Media,
Inc., a Delaware corporation (the "Company") and the parties listed on the
Schedule of Purchasers attached as EXHIBIT A to the Purchase Agreement (each, a
"Purchaser" and collectively, the "Purchasers") is made as of August 7, 2002 by
and among the Company and the Purchasers. Capitalized terms used by not
otherwise defined herein shall have the meanings given to such terms in the
Purchase Agreement.
WHEREAS, Sunra Capital Holdings Limited ("Sunra") has agreed to
purchase an additional 300,000 shares of the Company's Series A Convertible
Preferred Stock, par value $0.01 per share (the "Series A Stock") at the
Additional Closing; and
WHEREAS, the Company and the Purchasers wish to amend certain
provisions of the Purchase Agreement to reflect the foregoing.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Section 1.6 of the Purchase Agreement is hereby amended by
deleting the first sentence thereof and replacing it with the following in
substitution therefor:
"In the event that, at any time from and after the Closing and prior
to the date that is five (5) business days prior to the scheduled date of the
Stockholder Meeting, the Company shall receive written notice from one or more
of the Purchasers (the "ADDITIONAL CLOSING PURCHASERS") stating each such
Additional Closing Purchaser's intention to purchase shares of Series A Stock in
the Additional Closing (as defined below), including the number of shares of
Series A Stock to be so purchased by each Additional Closing Purchaser (which
number of shares shall not be less than an aggregate of $500,000 divided by the
Purchase Price Per Share, or greater than an aggregate of $3 million divided by
the Purchase Price Per Share) (the "ADDITIONAL CLOSING NOTICE"), then, subject
to the terms and conditions of this Agreement including, without limitation, the
satisfaction (or waiver) of the conditions set forth in Sections 4.1, 4.3, 5.1
and 5.3 below, each Additional Closing Purchaser severally agrees to purchase
from the Company at the Additional Closing, and the Company agrees to issue and
sell to each Additional Closing Purchaser at the Additional Closing, the number
of shares of Series A Stock listed in the Additional Closing Notice for purchase
by such Additional Closing Purchasers (the "ADDITIONAL CLOSING SHARES")."
2. Section 4.1(m) of the Purchase Agreement is hereby amended by
deleting the first sentence thereof and replacing it with the following in
substitution therefor:
"RESERVATION OF COMMON STOCK. The Company shall have reserved out of
its authorized and unissued Common Stock: (a) with respect to the Closing,
solely for the purpose of effecting the conversion of the Series A Purchased
Shares and of the Series A-1 Conversion Stock into Common Stock, and the
exercise of the Closing Warrants and the Contingent Warrants for Common Stock,
at least 27,783,541 shares of Common Stock, and (b) with respect to the
Additional Closing, solely for the purpose of effecting the conversion of the
Additional Closing Shares into Common Stock and the exercise of the Additional
Warrants for Common Stock, at least 16,070,124 shares of Common Stock."
3. The representations and warranties of the Company contained in
Section 2 are hereby deemed modified to the extent necessary to reflect the
transactions specifically contemplated by this Amendment.
4. EXHIBIT A to the Purchase Agreement is hereby deleted and
replaced in its entirety with EXHIBIT A attached hereto.
5. The parties agree to execute such further documents and
instruments and to take such further actions as may be reasonably necessary to
carry out the purposes and intent of this Amendment, including, without
limitation, an amendment to the Certificate of Designation of Series A Stock
and/or the Certificate of Incorporation of the Company.
6. This Amendment shall be governed by and construed under the laws
of the State of New York as applied to agreements among New York residents
entered into and to be performed entirely within New York.
7. This Amendment may be executed may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same document. This Amendment may be
executed by facsimile signatures.
8. The Purchase Agreement, as amended or modified hereby, is in full
force and effect as of the date hereof.
[END OF TEXT. SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 as of the date first above written.
THE COMPANY:
24/7 REAL MEDIA, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
PURCHASERS:
SUNRA CAPITAL HOLDINGS LIMITED
By: /s/ Xxxxxx Xxxxxxxx
------------------
Name: Xxxxxx Xxxxxxxx
Title: President
24/7 Real Media, Inc. - Signature Page to Amendment No. 1 to
Series A and Series A-1
Preferred Stock and Common Stock Warrant Purchase Agreement
EXHIBIT A
SCHEDULE OF PURCHASERS
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CLOSING ADDITIONAL CLOSING
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PURCHASERS AND ADDRESS NO. OF NO. OF
SERIES A SERIES A-1 NO. OF NO. OF
CLOSING CLOSING CONTINGENT NO. OF ADDITIONAL
SERIES A WARRANT SERIES A-1 WARRANT WARRANT ADDITIONAL CLOSING WARRANT
SHARES SHARES SHARES SHARES SHARES CLOSING SHARES SHARES
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SUNRA CAPITAL HOLDINGS LIMITED 160,000 779,158 340,000 1,655,710 1,000,000 300,000 1,460,920
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx XX 00000
Attention: Xxxxxx Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
A copy of any notice to Sunra
shall be given to:
Fenwick & West LLP
Xxx Xxxx Xxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Tel:(000) 000-0000
Fax:(000) 000-0000
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