CONVERTIBLE NOTE AGREEMENTConvertible Note Agreement • August 9th, 2004 • Aquantive Inc • Services-business services, nec • New York
CONVERTIBLE NOTE AGREEMENT, dated as of July 27, 2004 (the “Agreement”), by and among aQuantive, Inc., a Washington corporation (herein called the “Company”), and each of the Persons listed on Exhibit A attached hereto, whether or not such Person shall have signed this Agreement (each individually a “Holder” and collectively, the “Holders”)
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 9th, 2004 • Aquantive Inc • Services-business services, nec • Utah
This Amendment (this “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 27, 2004, by and among aQuantive, Inc. (“aQuantive”), Artist Merger Sub, Inc. (“Merger Sub”) and SBI Holdings Inc. (“SBI”), is made as of July 27, 2004, by and among aQuantive, Merger Sub and SBI. aQuantive, Merger Sub and SBI are referred to together as the “Parties” or, individually, as a “Party.”
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 9th, 2004 • Aquantive Inc • Services-business services, nec • New York
INVESTOR RIGHTS AGREEMENT (the “Agreement”) dated as of July 27, 2004, by and among aQuantive, Inc. (the “Company”), Partridge Hill Management, LLC, as investment advisor to certain managed accounts, Cerberus Partners, L.P., Cerberus International, Ltd., and Cerberus Series One Holdings, LLC, W.E. Stringham, and Holladay Ranch Holding, L.P., Madeleine L.L.C. and L. Tim Pierce (the “Stockholders”) and L. Tim Pierce in his capacity as the SBI Representative (the “SBI Representative”). The SBI Representative has or will be authorized by the persons holding Convertible Notes (as defined below) other than the Stockholders to execute and deliver a copy of this Agreement to the Company on their behalf pursuant to letters of transmittal submitted by persons in connection with surrender of certificates representing their interest in SBI (as defined below. sSuch persons, together with the Stockholders, the “Holders”).
