RECITALSShare Purchase Agreement • September 19th, 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, 2001Seneca Investments LLC • September 19th, 2001 • 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.
