{"id":42995,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-24-7-media-inc-imake-software.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-24-7-media-inc-imake-software","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-24-7-media-inc-imake-software.html","title":{"rendered":"Agreement and Plan of Merger &#8211; 24\/7 Media Inc., IMAKE Software &#038; Services Inc., IMAKE Consulting Inc., Mark L. Schaszberger and Trami Tran"},"content":{"rendered":"<pre>\n                          AGREEMENT AND PLAN OF MERGER\n\n                                  By and Among\n\n                                24\/7 Media, Inc.,\n\n                             Mercury Holding Company\n\n                        IMAKE Software &amp; Services, Inc.,\n\n                             IMAKE Consulting, Inc.,\n\n                              Mark L. Schaszberger\n\n                                       and\n\n                                   Trami Tran\n\n\n\n                             As of December 31, 1999\n\n\n\n\n\n\n\n\n\n     AGREEMENT AND PLAN OF MERGER, dated as of December 31, 1999 (this\n\"Agreement\"), by and among 24\/7 Media, Inc., a Delaware corporation (\"24\/7\"),\nMercury Holding Company, a Maryland corporation and a wholly-owned subsidiary of\n24\/7 (the \"Subsidiary\"), IMAKE Software &amp; Services, Inc., a Maryland corporation\n(the \"Company\"), IMAKE Consulting, Inc., a Maryland corporation (\"IMAKE\nConsulting\"), and Mark L. Schaszberger (\"MLS\") and Trami Tran (\"TT\") (\"MLS\" and\n\"TT\" are hereinafter referred to as the \"Stockholders\").\n\n     WHEREAS, the Boards of Directors of 24\/7 and the Subsidiary, and the\nStockholders (as defined above), have each approved the merger (the \"Merger\") of\nthe Subsidiary with and into the Company, in accordance with the Maryland\nGeneral Corporation Law (\"Maryland Law\") and upon the terms and subject to the\nconditions set forth herein; and\n\n     WHEREAS, for federal income tax purposes, it is intended that the Merger\nshall qualify as a tax-free reorganization within the meaning of Section 368(a)\nof the Internal Revenue Code of 1986, as amended (the \"Code\"); and\n\n     WHEREAS, each of the Stockholders is the owner of such number and class(es)\nof shares of capital stock (the \"Shares\") of the Company as is set forth in\nSchedule 1 hereto (the \"Ownership Table\"), and, as of the date hereof, such\nShares collectively represent 100% of the issued and outstanding shares of stock\nof the Company; and\n\n     WHEREAS, the Company and IMAKE Consulting are engaged in the business of\nproviding media a suite of digital media business solutions, targeted to the\ndigital entertainment and telecommunications industries, the primary offerings\nof which are a suite of software components called \"e.merge\" which may be\ncustomized to each customer, along with supporting integration services ) (the\n\"Media Business\"); and\n\n     WHEREAS, the Company and IMAKE Consulting are engaged in the business of\nproviding historical data and analytical software to the financial services and\nsecurities industries, the primary offerings of which are \"Analytics-on-Demand\"\nand \"@Investors Connection\" software which may be customized to each customer,\nalong with supporting integration integration services (the \"Financial\nBusiness\").\n\n     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants\nand agreements herein contained, and intending to be legally bound hereby, the\nparties hereby agree as follows:\n\n     1. The Merger.\n\n        (a) The Merger. At the Effective Time (as defined in Section 1(b)) and\nsubject to and upon the terms and conditions of this Agreement and Maryland Law,\nthe Subsidiary shall be merged with and into the Company, the separate corporate\nexistence of the Subsidiary shall cease, and the Company shall continue as the\nsurviving corporation. The Company as the surviving corporation after the Merger\nis hereinafter sometimes referred to as the \"Surviving Corporation.\"\n\n\n                                       -1-\n\n\n\n\n\n\n        (b) Effective Time; Closing.\n\n            (i) As promptly as practicable after the Closing (as defined in\nparagraph (ii) below), the parties hereto shall cause the Merger to be\nconsummated by filing an articles of merger, and any other required documents\n(the \"Articles of Merger\"), with the State Department of Assessments and\nTaxation of Maryland, in such forms as required by, and executed in accordance\nwith the relevant provisions of, Maryland Law. When used in this Agreement, the\nterm \"Effective Time\" shall mean the date and time at which the Merger shall\nbecome effective under Maryland Law.\n\n            (ii) The closing of the transactions contemplated by this Agreement\n(the \"Closing\") shall be held at the offices of Proskauer Rose LLP, 1585\nBroadway, New York, New York 10036, at 1:00 P.M., New York time, on a date\ndesignated by 24\/7 and the Company, upon two business days' prior written notice\nof the satisfaction or waiver, as the case may be, of the conditions set forth\nin Sections 6 and 7 (the \"Closing Date\"), but in no event later than March 31,\n2000, unless the parties shall agree upon a later date.\n\n        (c) Effect of the Merger. At the Effective Time, the effect of the\nMerger shall be as provided in the applicable provisions of Maryland Law.\nWithout limiting the generality of the foregoing, and subject thereto, at the\nEffective Time all the rights, privileges, powers, franchises and property of\nthe Subsidiary and the Company shall vest in the Surviving Corporation, and all\nrestrictions, disabilities, duties, debts and liabilities of the Subsidiary and\nthe Company become the restrictions, disabilities, duties, debts and liabilities\nof the Surviving Corporation.\n\n        (d) Certificate of Incorporation; Bylaws. At the Effective Time, the\nArticles of Incorporation and Bylaws of the Subsidiary shall be the Charter and\nBy-Laws of the Surviving Corporation, and shall continue in full force and\neffect until thereafter amended.\n\n        (e) Directors and Officers. The directors and officers set forth on\nSchedule 1(e) hereto shall be the directors and officers of the Surviving\nCorporation, in each case until their respective successors are duly elected or\nappointed and qualified.\n\n        (f) Consideration; Conversion of Securities. At the Effective Time, by\nvirtue of the Merger and without any action on the part of 24\/7, the Subsidiary,\nthe Company or the Stockholders,\n\n            (i) each share of stock of the Company (the \"Capital Shares\") then\nissued and outstanding shall, subject to and in accordance with the terms of\nthis Agreement, be automatically canceled and extinguished and thereafter shall\nrepresent, in the aggregate, the right to receive the consideration set forth in\nthe immediately following sentence, as adjusted to the extent, if any, required\npursuant to Section 1(f)(ii) below (as so adjusted, the \"Merger Consideration\").\nThe Merger Consideration shall be 1,280,000 shares of common stock, par value\n$.01 per share, of 24\/7 (\"24\/7 Common Stock\").\n\n\n                                       -2-\n\n\n\n\n\n\n            (ii) The Merger Consideration shall be payable to the Stockholders\nin the proportion as set forth in Schedule 1 as follows:\n\n                 (A) 400,000 shares of 24\/7 Common Stock shall be distributed to\nthe Stockholders at the Closing.\n\n                 (B) ______ Promptly after the Closing, 24\/7 shall deliver to\nthe escrow agent (the \"Escrow Agent\") under the escrow agreement dated the\nClosing Date, substantially in the form of Exhibit A hereto (the \"Escrow\nAgreement\"), (i) certificates representing 880,000 shares of 24\/7 Common Stock\n(the \"Stockholder Additional Shares\") and (ii) certificates representing such\nnumber of shares of 24\/7 Common Stock as are listed in a letter dated as of\nDecember 31, 1999 from the Company to 24\/7 (the \"Employee Additional Shares,\"\ntogether with the Stockholder Additional Shares, the \"Additional Shares\") , to\nbe held pursuant to the provisions of this Agreement and the Escrow Agreement in\nan escrow account (the \"Escrow Account\").\n\n                 (C) (1) On or prior to November 30, 2000 or, if later, promptly\nafter the final determination of the applicable amount pursuant to clause (3)\nbelow, the Escrow Agent shall release to the Stockholders in accordance with the\nallocation set forth on Schedule 1 hereto the number of shares of 24\/7 Common\nStock equal to the First Installment Amount. For this purpose, the \"First\nInstallment Amount\" shall be equal to (A) 440,000 shares of 24\/7 Common Stock\n(the \"Installment Cap\") multiplied by (B) the amount determined by dividing the\ncumulative revenues, as determined in accordance with GAAP (as hereinafter\ndefined), consistently applied, of the Surviving Corporation for the period from\nJanuary 1, 2000 to September 30, 2000, by $8,435,900 (the \"First Installment\nTarget\"); provided, that the First Installment Amount shall not exceed the\nInstallment Cap.\n\n                     (2) On or prior to August 31, 2001 or, if later, promptly\nafter the final determination of the applicable amount pursuant to clause (3)\nbelow, the Escrow Agent shall release to the Stockholders in accordance with the\nallocation set forth on Schedule 1 hereto the number of shares of 24\/7 Common\nStock equal to the Second Installment Amount. For this purpose, the \"Second\nInstallment Amount\" shall be equal to (A) the Installment Cap multiplied by (B)\nthe amount determined by dividing the cumulative revenues, as determined in\naccordance with GAAP, of the Surviving Corporation for the period from October\n1, 2000 to June 30, 2001, by $12,650,000 (the \"Second Installment Target\");\nprovided, that, the Second Installment Amount shall not exceed the Installment\nCap; provided, further, however, that if the First Installment Amount was less\nthan the Installment Cap then the Second Installment Amount shall not exceed the\nInstallment Cap plus the amount of such shortfall (i.e., the difference between\nthe Installment Cap and the First Installment Amount), but in no event shall the\nSecond Installment Amount exceed 512,000 shares of 24\/7 Common Stock and in no\nevent shall the sum of the First Installment Amount and the Second Installment\nAmount exceed 880,000 shares of 24\/7 Common Stock.\n\n                     (3) For purposes of this Section 1(f)(ii)(C), the revenues\nof the Surviving Corporation shall be determined in accordance with GAAP,\nconsistently applied;\n\n\n                                       -3-\n\n\n\n\n\nprovided, however, that the revenues of the Surviving Corporation shall include\n(i) the \"Total Revenue against Target Amount\" as listed on Schedule\n1(f)(ii)(C)(3) and (ii) all revenues generated by work hours performed by\nemployees of the Company on behalf of 24\/7 or any of its affiliates in excess of\nthe 13,636 budgeted hours for the special projects listed on Schedule\n1(f)(ii)(C)(3). As promptly as practicable after the end of the relevant period\nin Sections 1(f)(ii)(C)(1)-(2) above, 24\/7 shall deliver to the Stockholders a\nstatement setting forth the amount of cumulative revenues of the Surviving\nCorporation for the relevant period (each, a \"Revenue Statement\"). If the\nStockholders do not object to the Revenue Statement within 10 business days\nafter receiving it, that Revenue Statement will be deemed accepted by the\nStockholders and will determine the deliveries of 24\/7 Common Stock under this\nSection 1(f)(ii)(C). If the Stockholders object to the Revenue Statement, then\nthe Stockholders will, within that 10 business day period, submit to 24\/7 a\nwritten notice of objection (an \"Objection\"), along with reasonably detailed\nsupporting data, to the extent available to the Stockholders, and calculations,\nand, if the parties do not mutually agree on the Revenue Statement with the 10\nbusiness days following the submission of the Objection, either party can elect,\nby notice to the other, to have the disputed items resolved by a nationally\nrecognized firm of independent accountants selected by the Parties (the\n\"Accounting Firm\"). The Accounting Firm will make a final and binding\ndetermination with respect to the disputed items and, based on that\ndetermination, a final and binding determination of the Revenue Statement. The\nfees and out-of-pocket expenses of the Accounting Firm will be borne by the\nparties in the proportion that the aggregate amount of the disputed items\nsubmitted to the Accounting Firm that is unsuccessfully disputed by each such\nparty (as finally determined by the Accounting Firm) bears to the total amount\nof such remaining disputed items so submitted.\n\n                     (4) If, prior to June 30, 2001, the business of the\nSurviving Corporation is adversely changed through acquisition, divestiture,\nreallocation of resources (e.g., marketing dollars or employees) or assets among\naffiliates or business of 24\/7 or similar events (each, a \"Change in Business\nEvent\") or an Executive Management Event (as defined below), then upon the\noccurrence of each such Change in Business Event or Executive Management Event,\nthe First Installment Target and the Second Installment Target will be equitably\nadjusted to give effect to and carry out the intent of the parties as expressed\nherein, based on negotiations and determinations in good faith by MLS, Ronald\nJohnson, Chief Information Officer, and C. Andrew Johns, Chief Financial\nOfficer, or the successor Chief Information Officer and Chief Financial Officer\nof 24\/7, respectively. \"Executive Management Event\" means a termination by MLS\nof his employment agreement with 24\/7 (the \"MLS Employment Agreement\") for \"Good\nReason\" as defined in the MLS Employment Agreement or a termination of MLS\nemployment arising out of a material breach of the MLS Employment Agreement by\n24\/7. In the event that following such good faith negotiations, there is no\nagreement among MLS, Ronald Johnson and C. Andrew Johns as to the equitable\nadjustment to the First Installment Target and\/or the Second Installment Target,\nthen the parties shall refer to the matter to an independent, third-party\narbitrator, to be mutually agreed upon by the parties, who shall make a final\nand binding determination as to the equitable adjustment to the First\nInstallment Target and\/or Second Installment Target. In order to provide some\nguidance to any future arbitrator in the event of such an arbitration, the\nparties have agreed that the following guidelines regarding Change in Business\nEvents would be applied to the adjustments indicated below based upon the\nreasonable expectations of the parties as of the date of execution of this\n\n\n                                       -4-\n\n\n\n\n\nAgreement about the likely state of events in the future; provided, however,\nthat any adjustment must be primarily based upon dollar amounts that MLS and\/or\nthe successor president of the Surviving Corporation can demonstrate based on\nprior revenue amounts generated or on past practice:\n\n                         (a) (i) if the Change in Business Event results in the\nSurviving Corporation's inability to participate in either the National\nAssociation of Broadcasters Convention or the Western Cable Show in the fashion\nin which it had participated prior to the Merger, a decrease in the revenue\ntarget for the nine-month period in which such inability occurs of approximately\n$2,000,000 for each show; and\n\n                            (ii) if the Change in Business Event results in the\nSurviving Corporation's inability to employ five full-time, exclusive marketing\npersonnel as of June 30, 2000, then for each such marketing person less than\nfive, the revenue target for the period in which such marketing personnel is\nless than five shall be decreased by $83,333\/month for each such marketing\npersonnel less than five; provided, if the number of marketing personnel by June\n30, 2000 (the \"Marketing Personnel Number\") is less than five, then the\nMarketing Personnel Number shall replace five for purposes of this Subsection.\n\n                         (b) If the Change in Business Event concerns\nreallocation of Surviving Corporation employees to 24\/7 projects beyond the\nagreed-upon baseline level of 13,636 employee hours (including hours dedicated\nto the 24\/7 Connect project), for every hour of Surviving Corporation employee\ntime reallocated to 24\/7 projects beyond the agreed-upon baseline level, the\nrevenue target for the period in which such reallocation of employee time occurs\nshall be decreased by $110 for each such employee hour.\n\n                         (c) If the Change in Business Event concerns 24\/7's\nfailure to support the Surviving Corporation's recruiting efforts necessary for\nits then current needs, for every employee that the actual head count of the\nSurviving Corporation falls below that indicated on Schedule 1(f)(ii)(C)(4) for\nthe relevant period, the revenue target for the period in which such failure\noccurs shall be decreased, for each such employee, by the product of 167\nhours\/month multiplied by the number of months of such head count shortfall\nmultiplied by $110\/hour multiplied by the actual utilization rate of Surviving\nCorporation employees as determined at the end of the relevant period.\n\n                     (5) Any shares of 24\/7 Common Stock that are held in the\nEscrow Account and are not required to be released to the Stockholders and the\nemployees as a result of this Section 1(f)(ii)(C) shall upon expiration of the\nEscrow Account be released and returned to 24\/7 and canceled.\n\n                     (6) Any dividends or distributions with respect to the\nAdditional Shares will be paid or distributed to the Escrow Agent on the same\nbasis as such dividends or distributions are paid or distributed to all other\nholders of 24\/7 Common Stock. Such dividends and distributions shall be held by\nthe Escrow Agent and distributed as and when\n\n\n                                       -5-\n\n\n\n\n\nthe Additional Shares are distributed in accordance with this Agreement and the\nEscrow Agreement; provided, however, that any cash distributions with respect to\nthe Additional Shares will be paid to the Stockholders and employees, as\nappropriate. The Stockholders and employees shall have the right to vote the\nAdditional Shares. The Additional Shares shall be shown as issued and\noutstanding on the applicable consolidated financial statements of 24\/7.\n\n                     (7) In the event of any split, combination or\nreclassification of any 24\/7 Common Stock or any issuance or the authorization\nof any issuance of any other securities in exchange or in substitution for\nshares of 24\/7 Common Stock at any time during the period from the date of this\nAgreement to the date on which the Escrow Agent releases to the Stockholders and\nemployees all of the Additional Shares in the Escrow Account, 24\/7 shall\npromptly make such adjustment to the number of shares of 24\/7 Common Stock\ndeposited by 24\/7 into the Escrow Account as 24\/7 and the Stockholders shall\nmutually agree so as to preserve the economic benefits that the Stockholders\neach reasonably expected on the date of this Agreement to receive as a result of\nthe consummation of the Merger and the other transactions contemplated by this\nAgreement.\n\n                     (8) In the event of a Change in Control (as defined below)\nin 24\/7, 50% of the Stockholder Additional Shares in the Escrow Account shall\nautomatically vest in full, and the Escrow Agent shall deliver all of such\nvested Stockholder Additional Shares in the Escrow Account to the Stockholders,\nand the remaining Stockholder Additional Shares in the Escrow Account shall be\nsubject to the vesting formula set forth in this Section 1(f)(ii). \"Change in\nControl\" means a transaction in which (i) any person or group (as such terms are\nused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")) becomes the beneficial owner (as defined in Rules\n13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the\naggregate, of substantially all of the outstanding capital stock of 24\/7 (after\ngiving effect to such transaction), or any person or group, directly or\nindirectly, acquires beneficial ownership of substantially all of the\noutstanding capital stock of 24\/7 through consolidation, merger, purchase or\notherwise (after giving effect to such transaction).\n\n        (g) Surrender and Payment.\n\n            (i) Each share of common stock, par value $.01 per share, of the\nSubsidiary issued and outstanding immediately prior to the Effective Time shall\nbe exchanged for and converted into one validly issued, fully paid and\nnon-assessable share of common stock, par value $1.00 per share, of the\nSurviving Corporation. Each stock certificate of the Subsidiary evidencing\nownership of such shares shall evidence ownership of such shares of stock of the\nSurviving Corporation.\n\n            (ii) Each holder of Capital Shares that have been converted into the\nright to receive the Merger Consideration, upon surrender at the Closing of a\ncertificate or certificates representing such Capital Shares, together with\nproperly executed stock powers with respect to such Capital Shares, will be\nentitled to receive the Merger Consideration payable in respect of such Capital\nShares pursuant to Section 1(f) hereof.\n\n\n                                       -6-\n\n\n\n\n\n            (iii) No fractional shares of 24\/7 Common Stock shall be issued upon\nconversion of Capital Shares. In lieu of any fractional share of 24\/7 Common\nStock to which any holder of Capital Shares would otherwise be entitled, 24\/7\nshall round to the nearest whole share of 24\/7 Common Stock.\n\n        (h) Reorganization. Immediately prior to the Closing, the Company and\nIMAKE Consulting shall complete the Reorganization as described in Exhibit B\n(provided, that the failure of the Company and IMAKE Consulting to receive any\nthird party consent listed on Exhibit B shall not be deemed a breach of this\nSection 1(h)) and the Company shall sell, convey, transfer, assign and deliver\nto IMAKE Consulting substantially all of its assets, properties and business\nconstituting the Financial Business and IMAKE Consulting shall pay, honor,\nperform and discharge, when due and owing, and will be exclusively liable with\nrespect thereto, all of the obligations, commitments, agreements and liabilities\nof any kind or nature existing on the date of the Closing, fixed or contingent,\nknown or unknown, whether required to be performed before or after the date of\nthe Closing, of the Financial Business; and IMAKE Consulting shall deliver to\nthe Company all of its assets, properties and business constituting the Media\nBusiness, and, subject to Section 14, the Company shall pay, honor, perform and\ndischarge, when due and owing, and will be exclusively liable with respect\nthereto, all of the obligations, commitments, agreements and liabilities of any\nkind or nature existing on the date of the Closing, fixed or contingent, known\nor unknown, whether required to be performed before or after the date of the\nClosing, of the Media Business (the \"Reorganization\"). The Company and IMAKE\nConsulting shall execute such documents and instruments that are necessary to\nassign to the Company the rights and benefits to collect all revenues and fees\nunder the contracts that require consents listed on Exhibit B.\n\n     2. Representations   and  Warranties  of  the  Company  and  the\nStockholders.  The  Company and the  Stockholders  each  hereby  represents  and\nwarrants to 24\/7 that:\n\n        (a) Organization and Qualification; Organizational Documents.\n\n            (i) The Company is a close corporation duly incorporated and\nexisting under and by virtue of the laws of the State of Maryland and is in good\nstanding with the State of Maryland Department of Assessments and Taxation, and\nhas the requisite corporate power and corporate authority to own, lease and\noperate its assets and properties and to conduct its business as it is now being\nconducted. The Company is duly qualified or licensed as a foreign corporation to\ndo business, and is in good standing under the laws of those jurisdictions\nlisted on Schedule 2(a) hereto, constituting each jurisdiction in which the\nconduct of its business or the ownership, leasing or operation of its assets and\nproperties requires such qualification, except where the failure to be so\nqualified would not, individually or in the aggregate, have a material adverse\neffect on the business, results of operations or financial condition of the\nCompany, taken as a whole, or on the ability of the parties to consummate the\ntransactions contemplated by this Agreement (a \"Company Material Adverse\nEffect\").\n\n\n\n                                      -7-\n\n\n\n\n\n            (ii) The Company has heretofore furnished to 24\/7 a complete and\ncorrect copy of the Company's charter (certified by the Secretary of State of\nthe State of Maryland) (the \"Charter\") and By-Laws, each as amended to date.\nSuch Charter and By-Laws are in full force and effect. The Company is not in\nviolation of any of the provisions of its Charter or By-Laws.\n\n        (b) Ownership and Delivery of the Shares;  Authority  Relative to\nthis Agreement.\n\n            (i) Each Stockholder is, and immediately prior to the Closing will\nbe, the record and beneficial owner of the number and class(es) of Shares set\nforth next to such Stockholder's name on Schedule 1 hereto, free and clear of\nany and all liens, pledges, security interests, options, encumbrances, charges,\nagreements or claims of any kind whatsoever. On the Closing Date, each\nStockholder will have the full right, power and authority to assign, transfer\nand deliver such Stockholder's Shares as provided in this Agreement, and such\ndelivery will convey to 24\/7 lawful, valid and marketable title to such Shares,\nfree and clear of any and all liens, pledges, security interests, options,\nencumbrances, charges, agreements or claims of any kind whatsoever.\n\n            (ii) The Company has all corporate power and authority to execute\nand deliver this Agreement and to perform its obligations hereunder and to\nconsummate the transactions contemplated hereby, as well as all other\nagreements, certificates and documents executed or delivered, or to be executed\nor delivered, by the Company in connection herewith (collectively, with this\nAgreement, the \"Company Documents\"). The execution and delivery of this\nAgreement by the Company and the consummation by the Company of the transactions\ncontemplated hereby have been duly and validly authorized by all necessary\ncorporate action on the part of the Company, and no other corporate proceedings\nare necessary to authorize this Agreement or to consummate the transactions\ncontemplated hereby (except as set forth in clause (iii) below). Each of the\nCompany Documents to which the Company is, or will be, a party has been, or will\nbe, duly and validly executed and delivered by the Company, and, assuming the\ndue authorization, execution and delivery of the Company Documents by 24\/7\nand\/or the Subsidiary, as applicable, are (or when executed and delivered will\nbe) legal, valid and binding obligations of the Company, except as limited by\n(i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws\nof general application affecting the enforcement of creditors' rights generally\nand (ii) general principles of equity, regardless of whether asserted in a\nproceeding in equity or at law.\n\n            (iii) The Stockholders have authorized, approved and adopted this\nAgreement, the Merger and the other transactions contemplated hereby and have\nauthorized the taking of all appropriate action, pursuant to Maryland Law, to\ncause the Merger to become effective at the Effective Time.\n\n        (c) No Conflicts, Required Filings and Consents.\n\n\n\n                                       -8-\n\n\n\n\n\n            (i) Except as set forth in Schedule 2(c), the execution and delivery\nof this Agreement by the Company do not, and the performance of this Agreement\nby the Company will not, (A) conflict with or violate the Charter or By-Laws of\nthe Company; (B) conflict with or violate any law, rule, regulation, order,\njudgment or decree applicable to the Company or by which any of its properties\nis bound or affected; or (C) result in any material breach of or constitute a\nmaterial default (or an event which with notice or lapse of time or both would\nbecome a default) under, or impair the Company's rights or alter the rights or\nobligations of any third party under, or give to others any rights of\ntermination, amendment, acceleration or cancellation of, or result in the\ncreation of a lien or encumbrance on any of the properties or assets of the\nCompany pursuant to, any note, bond, mortgage, indenture, contract, agreement,\nlease, license, permit, franchise or other instrument or obligation to which the\nCompany is a party or by which the Company or any of its properties is bound or\naffected.\n\n            (ii) The execution, delivery and performance of this Agreement by\nthe Company will not require any consent, approval, authorization or permit of,\nor filing with or notification to, any governmental or regulatory authority,\nexcept (A) for applicable requirements, if any, of the Securities Act of 1933,\nas amended (the \"Securities Act\"), the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\"), state blue sky laws and the Hart-Scott-Rodino\nAntitrust Improvements Act of 1976, as amended; (B) for the filing of the\nArticles of Merger; and (C) where the failure to obtain such consents,\napprovals, authorizations or permits, or to make such filings or notifications,\nwould not prevent or delay consummation of the Merger or otherwise prevent the\nCompany from performing its obligations under this Agreement.\n\n        (d) Capitalization.  Immediately  prior  to  the  Closing,  the\nauthorized capital stock of the Company will consist of the following:\n\n            (i) Common Stock: 5,000 shares of common stock, par value $1.00\nper share, of which 196 shares will be issued and outstanding.\n\n            (ii) Options and Reserved Shares: Except for a proposed employee\nstock option plan, (a) there is no outstanding right, subscription, warrant,\ncall, option or other agreement or arrangement of any kind to purchase or\notherwise to receive from the Company any Capital Shares or any other security\nof the Company, (b) there is no outstanding security of any kind convertible\ninto or exchangeable for any such Capital Shares and (c) there is no voting\ntrust or other agreement or understanding to which the Company is a party or is\nbound with respect to the voting of the Capital Shares. All of the outstanding\nshares of capital stock of the Company are duly authorized, validly issued and\noutstanding, fully paid and non-assessable. Except as set forth in this Section\n2(d), there are no outstanding shares of capital stock or other equity or debt\nsecurities of the Company. Except as set forth in this Section 2(d) and in\nSchedule 2(d), as of the Closing there will be no existing option, warrant,\ncall, commitment or other agreement requiring the issuance or sale of any\nadditional shares of capital stock or other equity or debt securities of the\nCompany and no shares of capital stock or other equity or debt securities of the\nCompany will be reserved for issuance for any purpose, and there will be no\nagreements,\n\n\n                                       -9-\n\n\n\n\n\ncommitments or restrictions relating to the ownership or voting of any shares of\ncapital stock or other equity or debt securities of the Company.\n\n        (e) Subsidiaries and Affiliates. The Company has no direct or indirect\nsubsidiaries, whether or not wholly owned, and has no equity interest in any\ncorporation, partnership, joint venture or other entity.\n\n        (f) Financial Statements; Accounts Receivable. The Company has\npreviously delivered to 24\/7: the compiled balance sheets and the notes thereto\nof the media division of the Company and the media division of IMAKE Consulting\nas at December 31, 1997 and December 31, 1998 and the related statements of\nearnings, changes in stockholders' equity and cash flows and the notes thereto\nfor the years then ended, and the compiled balance sheet and the notes thereto\nof the media division of the Company and the media division of IMAKE Consulting\nas at September 30, 1999 (the \"Compiled Balance Sheet\") and the related compiled\nstatements of earnings, changes in stockholders' equity and cash flows and the\nnotes thereto for the nine months then ended, respectively (together with the\nCompiled Balance Sheet, the \"Compiled Financials\"). Each of the foregoing\nfinancial statements is in accordance with the Company's and IMAKE Consulting's\nbooks and records, has been prepared in accordance with generally accepted\naccounting principles applied on a consistent basis (\"GAAP\"), and presents\nfairly in all material respects the financial position, results of operations\nand changes in financial position of the Media Business as at the dates and for\nthe periods indicated, subject, in the case of the Compiled Financials, to\nyear-end adjustments and notes required by GAAP. The accounts receivable of the\nCompany (i) arose in the ordinary course of business for goods or services\ndelivered or rendered, (ii) constitute only valid, undisputed claims and are not\nsubject to counterclaims or setoffs, (iii) are good and collectible in full\nwithin 90 days of the date they were created at the aggregate recorded amounts\nthereof net of the reserve therefor and (iv) have not been extended or rolled\nover in order to make them current.\n\n        (g) Liabilities. Except as set forth on Schedule 2(g), all liabilities\nof the Company (whether absolute, accrued, unmatured, fixed, contingent or\notherwise and whether due or to become due, but not including the Company's\nobligations to perform under contracts other than by the payment of money) are\nset forth or adequately reserved against on the face or disclosed in the notes\nthereto of the Compiled Balance Sheet, in each case in accordance with GAAP,\nexcept for liabilities incurred since September 30, 1999, in the ordinary course\nof business as theretofore conducted, which liabilities are not materially\nadverse to the operations of the Company's business. The Company does not know\nof any basis for the assertion against the Company of any other liability or\nloss contingency for which a reserve is required to be disclosed in the\nCompany's financial statements or the notes thereto, in accordance with GAAP.\n\n        (h) No Adverse Change. Since December 31, 1998, the Company has\nconducted its business consistent with ordinary commercial business practices\nand only in the ordinary course of business as theretofore conducted, and,\nexcept as set forth in Schedule 2(h) hereto, there has not occurred any:\n\n\n\n                                      -10-\n\n\n\n\n\n            (i) amendments or changes to the Charter or Bylaws of the Company;\n\n            (ii) change in the Company's authorized or issued stock, grant of\nany stock option or right to purchase stock of the Company; issuance of any\nsecurity convertible into such stock, purchase, redemption, retirement or other\nacquisition by the Company of any stock, or declaration of payment in respect of\nstock;\n\n            (iii) material adverse change in the business, operations,\nproperties, prospects, assets, liabilities, commitments, earnings or financial\ncondition of the Company or any of its divisions;\n\n            (iv) damage or destruction to property or assets of the Company\nresulting in a loss or cost to the Company of more than $50,000 in the\naggregate, whether or not covered by insurance;\n\n            (v) material increase by the Company of any bonuses, salaries, or\nother compensation to any stockholder, director, officer, or (except in the\nordinary course of business) employee or entry into any employment, severance,\nor similar contract with any officer, or employee;\n\n            (vi) adoption of, or material increase in the payments to or\nbenefits under, any profit sharing, bonus, deferred compensation, savings,\ninsurance, pension, retirement, or other employee benefit plan for or with any\nemployees of the Company;\n\n            (vii) sale (other than sales in the ordinary course of\nbusiness), lease, or other disposition of any material asset or property or\nmortgage, pledge, or imposition of any lien or other encumbrance on any material\nasset or property of the Company, including the sale, lease, or other\ndisposition of the Company Intellectual Property (as defined hereafter); or\n\n            (viii) act or omission by the Company, which, if taken or omitted\nafter the date of this Agreement and before the Closing, would constitute a\nbreach of Section 4(c).\n\n        (i) Taxes.\n\n            (a) Except as disclosed on Schedule 2(i): (A) the Company has timely\nand properly filed all federal, foreign, state, local and other tax returns and\nreports which are required to be filed by it; (B) all such tax returns were\ntrue, correct and complete in all material respects, and all taxes, interest and\npenalties due and payable as shown on such returns or claimed to be due by any\ntaxing authority have been timely paid; (C) All unpaid federal, foreign, state,\nlocal and other taxes, fees, assessments, duties and other similar governmental\ncharges payable by the Company or which will, with the passage of time, become\npayable by the Company (including interest and penalties), whether or not\ndisputed, with respect to any period or a portion thereof ending at, on or prior\nto and including September 30, 1999, have been adequately reserved against in\naccordance with GAAP on the face of or disclosed in the notes\n\n\n                                      -11-\n\n\n\n\n\nthereto to the Compiled Balance Sheet; (D) there are no outstanding waivers or\nextensions of time with respect to the assessment or audit of any tax or tax\nreturn of the Company or audits, examinations or claims now pending or matters\nunder discussion with any taxing authority in respect of any tax of the Company;\n(E) the Company has furnished to 24\/7 true and complete copies of all federal,\nforeign and state income tax returns and made available the local income and\npayroll tax returns of the Company for the years ended on December 31 for the\nyears 1995 through 1998, which tax returns have been filed with the relevant\ntaxing authorities; (F) the Company has not at any time consented to have the\nprovisions of Section 341(f)(2) of the Code apply to it; (G) all taxes to be\ncollected or withheld by the Company have been duly collected or withheld and\nany such amounts that were required to be remitted to any taxing authority have\nbeen duly remitted; (H) there are no tax rulings, requests for rulings, closing\nagreements or changes of accounting method relating to the Company that could\naffect its tax liability for any period after the Effective Time. The Company\nhas not used any of the following methods of accounting: installment, completed\ncontract, or long-term contract. For purposes of this Agreement, \"tax\" or\n\"taxes\" means taxes of any kind, levies or other like assessments, customs,\nduties, imposts, charges and including, without limitation, income, gross\nreceipts, ad valorem, value added, excise, real and personal property, asset,\nsales, use, license, payroll, transaction, capital, net worth and franchise\ntaxes, estimated taxes, withholding, employment, social security, workers\ncompensation, occupation and other governmental taxes imposed or payable to the\nUnited States, or any state, local or foreign government or subdivision or\nagency thereof, and in each instance such term shall include any interest,\npenalties or additions to tax attributable to any such tax.\n\n            (b) The Company has not taken any action and does not have knowledge\nof any fact or circumstance that would prevent the Merger from qualifying as a\n\"reorganization\" under the Code.\n\n        (j) Title to Properties; Absence of Encumbrances. Except as set forth in\nSchedule 2(j), the Company has good and marketable title to or, in the case of\nleases and licenses, valid and subsisting leasehold interests or licenses in,\nall of its properties and assets of whatever kind (whether real or personal),\nincluding, without limitation, all properties and assets that are shown on the\nCompiled Balance Sheet (except for assets sold in the ordinary course of\nbusiness since September 30, 1999,) and all properties and assets that are shown\non any schedule hereto, in each case free and clear of any and all liens,\nmortgages, pledges, security interests, restrictions, prior assignments, claims\nand encumbrances of any kind whatsoever, except as may be set forth in Schedule\n2(j) hereto, except for equipment liens incurred in the ordinary course of\nbusiness, and except for liens for current taxes and assessments not yet due and\npayable (which the Company will promptly pay when due if due prior to the\nClosing Date). All assets, properties and rights relating to the Company's\nbusiness will, at the Closing, be held by, and all agreements, obligations and\ntransactions relating to the Company's business will, at the Closing, be entered\ninto, incurred and conducted by, the Company.\n\n        (k) Real and Personal Property. The Company does not own any real\nproperty. Schedule 2(k) hereto contains a complete and correct list of all real\nproperty (including\n\n\n                                      -12-\n\n\n\n\n\nbuildings and structures) occupied, leased or otherwise used by the Company and\nall interests therein (including a brief description of the property, the record\ntitle holder, the location and the improvements thereon). To the Company's\nknowledge, all such real property, buildings and structures, and the equipment\ntherein, and the operations and maintenance thereof, comply with any applicable\nagreements and restrictive covenants and conform to all applicable legal\nrequirements, including those relating to the environment, health and safety,\nland use and zoning. No condemnation or other proceeding is pending or\nthreatened that would affect the use of any such property by the Company.\nSchedule 2(k) hereto contains a complete and correct list and brief description\nof all equipment, machinery, computers, furniture, leasehold improvements,\nvehicles and other personal property owned or leased by the Company and all\ninterests therein. The Company's equipment and other assets (whether leased or\nowned) are in good operating condition and repair, subject to ordinary wear and\ntear.\n\n        (l) Patents, Trademarks and Copyrights. ____ For the purposes of this\nAgreement, the following terms have the following definitions:\n\n            \"Intellectual Property\" shall mean any or all of the following and\nall rights in, arising out of, or associated therewith: (i) all United States,\ninternational and foreign patents and applications therefor and all reissues,\ndivisions, renewals, extensions, provisionals, continuations and\ncontinuations-in-part thereof; (ii) all inventions (whether patentable or not),\ninvention disclosures, improvements, trade secrets, proprietary information,\nknow how, technology, technical data and customer lists, and all documentation\nrelating to any of the foregoing; (iii) all copyrights, copyright registrations\nand applications therefor, and all other rights corresponding thereto throughout\nthe world; (iv) all industrial designs and any registrations and applications\ntherefor throughout the world; (v) all trade names, logos, URLs, common law\ntrademarks and service marks, trademark and service mark registrations and\napplications therefor throughout the world (collectively, the \"Trademarks\");\n(vi) all databases and data collections and all rights therein throughout the\nworld; (vii) all moral and economic rights of authors and inventors, however\ndenominated, throughout the world, and (viii) any similar or equivalent rights\nto any of the foregoing anywhere in the world.\n\n            \"Company Intellectual Property\" shall mean any Intellectual\nProperty, including, without limitation, all Registered Intellectual Property,\nthat is owned by, or exclusively licensed to, the Company.\n\n            \"Registered Intellectual Property\" means all United States,\ninternational and foreign: (i) patents and patent applications (including\nprovisional applications); (ii) registered trademarks, applications to register\ntrademarks, intent-to-use applications, or other registrations or applications\nrelated to trademarks; (iii) registered copyrights and applications for\ncopyright registration; and (iv) any other Intellectual Property that is the\nsubject of an application, certificate, filing, registration or other document\nissued, filed with, or recorded by any state, government or other public legal\nauthority.\n\n\n\n                                      -13-\n\n\n\n\n\n            \"Company Registered Intellectual Property\" means all of the\nRegistered Intellectual Property owned by, or filed in the name of, the Company.\n\n                 (i) A list and brief description of the Company Intellectual\nProperty, and all contracts, licenses and agreements to which the Company is a\nparty (i) with respect to Company Intellectual Property licensed or transferred\nto any third party; or (ii) pursuant to which a third party has licensed or\ntransferred any Intellectual Property to the Company is set forth on Schedule\n2(l)(i) hereto.\n\n                 (ii) No Company Intellectual Property or product or service of\nthe Company is subject to any proceeding or outstanding decree, order, judgment,\nagreement, or stipulation of any governmental entity restricting in any manner\nthe use, transfer, or licensing thereof by the Company, or which may affect the\nvalidity, use or enforceability of such Company Intellectual Property.\n\n                 (iii) Each item of Company Registered Intellectual Property is\nvalid and subsisting, all necessary registration, maintenance and renewal fees\ncurrently due in connection with such Registered Intellectual Property have been\nmade and all necessary documents, recordations and certificates in connection\nwith such Company Registered Intellectual Property have been filed with the\nrelevant patent, copyright, trademark or other authorities in the United States\nor foreign jurisdictions, as the case may be, for the purposes of maintaining\nsuch Registered Intellectual Property.\n\n                 (iv) The Company owns and has good and exclusive title to, or\nhas joint ownership or license (sufficient for the conduct of its business as\ncurrently conducted) to, each item of Company Intellectual Property free and\nclear of any encumbrance (excluding licenses and related restrictions); and the\nCompany is the exclusive owner of all Trademarks used in connection with the\noperation or conduct of the business of the Company, including the sale of any\nproducts or the provision of any services by the Company.\n\n                 (v) The Company owns exclusively, and has good title to, all\ncopyrightable works that are Company products or which the Company otherwise\nexpressly purports to own. The Company owns, and has good title to, or has valid\nand sufficient licenses for all copyrightable works used in its business.\n\n                 (vi) Except as set forth in Schedule 2(l)(iv), to the extent\nthat any Intellectual Property has been developed or created by a third party\nfor the Company, the Company has a written agreement with such third party with\nrespect thereto and the Company either (i) has obtained ownership of, and is the\nexclusive owner of such third party Intellectual Property, or (ii) has obtained\na license (sufficient for the conduct of its business as currently conducted) to\nsuch third party's Intellectual Property by operation of law or by valid\nassignment or license, to the fullest extent it is legally possible to do so.\n\n\n\n                                      -14-\n\n\n\n\n\n                 (vii) The Company has not transferred ownership of, or granted\nany exclusive license with respect to, any Intellectual Property that is or was\nthe Company Intellectual Property, to any third party.\n\n                 (viii) All contracts, licenses and agreements relating to the\nCompany Intellectual Property are in full force and effect. The consummation of\nthe transactions contemplated by this Agreement in accordance with its terms\nwill neither violate nor result in the breach, modification, cancellation,\ntermination, or suspension of any material term of any such contracts, licenses\nand agreements. The Company is in compliance with, and has not breached any\nmaterial term of any such contracts, licenses and agreements and, to the\nknowledge of the Company, all other parties to such contracts, licenses and\nagreements are in compliance with, and have not breached any term of, such\ncontracts, licenses and agreements. Following the Closing Date, the Surviving\nCorporation will be permitted to exercise all of the Company's rights under such\ncontracts, licenses and agreements to the same extent the Company would have\nbeen able to had the transactions contemplated by this Agreement not occurred\nand without the payment of any additional amounts or consideration other than\nongoing fees, royalties or payments which the Company would otherwise be\nrequired to pay.\n\n                 (ix) The operation of the business of the Company as such\nbusiness is currently conducted, including the Company's design, development,\nmarketing and sale of the products or services of the Company (including with\nrespect to products currently under development) and the Company's use of the\nCompany Intellectual Property has not, does not and will not infringe, dilute or\nmisappropriate the Intellectual Property of any third party or constitute unfair\ncompetition or trade practices under the laws of any jurisdiction; provided,\nhowever, that the Company and the Stockholders do not make any representation or\nwarranty that the operation of the business of the Company before or after the\nEffective Date has not, does not, and will not infringe the Doubleclick patent\nor any patent, unknown as of the date of this Agreement to the Company or the\nStockholders, held by any third party.\n\n                 (x) Except as provided in Schedule 2(l)(x), the Company has not\nreceived notice from any third party and, to the knowledge of the Company, the\nCompany has not received any threat, that the operation of the business of the\nCompany or any act, product or service of the Company, infringes, dilutes or\nmisappropriates the Intellectual Property of any third party or constitutes\nunfair competition or trade practices under the laws of any jurisdiction.\n\n                 (xi) To the knowledge of the Company, no person has or is\ninfringing, diluting or misappropriating any Company Intellectual Property or is\nengaging in unfair competition with the Company.\n\n                 (xii) The Company has taken reasonable steps to protect the\nCompany's rights in the Company's confidential information and trade secrets\nthat it wishes to protect or any trade secrets or confidential information of\nthird parties provided to the Company or its subsidiaries, and, without limiting\nthe foregoing, the Company has and enforces a policy requiring each employee and\ncontractor to execute a proprietary information\/confidentiality\n\n\n                                      -15-\n\n\n\n\n\nagreement substantially in the form provided to 24\/7 and all current and former\nemployees and contractors of the Company and its subsidiaries have executed such\nan agreement, except where the failure to do so is not reasonably expected to be\nmaterial to the Company. Except under confidentiality obligations, there has not\nbeen disclosure by the Company of any such trade secrets or confidential\ninformation.\n\n        (m) Contracts, Leases, Licenses and Commitments; Customers and\nSuppliers. The Company has furnished to 24\/7 true and complete copies of all of\nits material contracts, leases, licenses and commitments, which are listed in\nSchedule 2(m) hereto, including summaries of the terms of any unwritten\ncommitments. Except as set forth in Schedule 2(m):\n\n            (i) the Company, and to the knowledge of the Company, the other\nparties thereto, have complied in all material respects with such contracts,\nleases, licenses and commitments, all of which are valid and enforceable;\n\n            (ii) such contracts, leases, licenses and commitments are in full\nforce and effect and there exists no material violation or default by the\nCompany or, to the knowledge of the Company, any other party thereto, or any\nevent or condition which, with or without notice or lapse of time or both, would\nbe a material violation or default by the Company or, to the knowledge of the\nCompany, by any other party thereto, thereunder, give rise to a right to\naccelerate or terminate any provision thereof or give rise to any lien, claim,\nencumbrance or restriction on any of the assets or properties of the Company;\nand\n\n            (iii) all of such contracts, leases, licenses and commitments have\nbeen entered into on an arm's-length basis.\n\nThe Company is not a party, nor is its business or any of its assets subject, to\nany contract, lease, license or commitment not listed in Schedule 2(m)\n(including, without limitation, purchase or sales commitments, financing or\nsecurity agreements or guaranties, repurchase agreements, agency agreements,\ncommission agreements, employment or collective bargaining agreements, pension,\nbonus or profit-sharing agreements, group insurance, medical or other fringe\nbenefit plans, and leases of real or personal property), other than contracts\nterminable without penalty on not more than 30 days' notice that do not involve,\nindividually, the receipt or expenditure of more than $50,000 in any one year.\nThe Company is not engaged in any material disputes with customers or suppliers.\nTo the knowledge of the Company, no customer or supplier is considering\ntermination or any adverse modification of its contract with the Company, and\nthe transactions contemplated by this Agreement will not have a Company Material\nAdverse Effect or a material adverse effect on the Company's relationship with\nany of its suppliers or customers.\n\n        (n) Permits; Compliance with Laws. The Company holds the governmental\nmaterial licenses, permits and authorizations listed in Schedule 2(n) hereto.\nExcept as set forth in Schedule 2(n), such licenses, permits and authorizations\nare valid, in full force and effect and unimpaired, will be unaffected by a\ntransfer of all of the Capital Shares to 24\/7, and constitute all of the\nlicenses, permits and authorizations required for the ownership or occupancy of\nthe\n\n\n                                      -16-\n\n\n\n\n\nCompany's properties and assets and the operation of its business. The Company's\nbusiness is and has been operated in compliance therewith in all material\nrespects and with all statutes, laws, ordinances, rules and regulations\n(federal, state, local and foreign) applicable to it in all material respects,\nand to the Company's knowledge, all required reports and filings with\ngovernmental and regulatory authorities have been properly and timely made.\n\n        (o) Employees. The Company has provided to 24\/7 in a letter dated as of\nDecember 31, 1999, a list of the names, office locations, compensation and years\nof credited service for severance, vacation and pension plan purposes of all\nfull- and part-time employees of the Company as at December 31, 1999. The\nCompany does not know of any efforts within the last three years to attempt to\norganize the Company's employees, and no strike or labor dispute involving the\nCompany has occurred during the last three years or, to the knowledge of the\nCompany, is threatened. To the knowledge of the Company, no key employee of the\nCompany has indicated that he is considering terminating his employment. The\nCompany has complied with all material applicable wage and hour, equal\nemployment, safety and other legal requirements relating to its employees\n\n        (p) Employee Benefit Plans.\n\n            (i) Except as set forth in Schedule 2(p) hereto, neither the Company\nnor any entity that would be deemed a \"single employer\" with the Company under\nSection 414(b), (c), (m) or (o) of the Code or Section 4001 of the Employee\nRetirement Income Security Act of 1974, as amended (\"ERISA\") (an \"ERISA\nAffiliate\"), maintains, sponsors, contributes to, or has or has had an\nobligation to, or otherwise participated in or participates in, or in any way,\ndirectly or indirectly, has or has had any liability with respect to, any\n\"employee benefit plan,\" as defined in Section 3(3) of ERISA, or any other\nmaterial bonus, profit sharing, pension, deferred compensation, incentive, stock\noption, fringe benefit, health, welfare, change in control, severance or other\nsimilar plan, policy, or arrangement, whether written or unwritten, insured or\nself-insured (each, a \"Plan\"). None of the Company, any ERISA Affiliate or any\nof their respective predecessors has ever contributed to, contributes to, has\never been required to contribute to, or otherwise participated in or\nparticipates in, or in any way, directly or indirectly, has any liability with\nrespect to, any plan subject to Section 412 of the Code, Section 302 of ERISA or\nTitle IV of ERISA, including, without limitation, any \"multiemployer plan\"\n(within the meaning of Sections (3)(37) or 4001(a)(3) of ERISA or Section 414(f)\nof the Code) or any single employer pension plan (within the meaning of Section\n4001(a)(15) of ERISA). Except as set forth in Schedule 2(p), the consummation of\nthe transactions contemplated by this Agreement will not give rise to any\nliability of the Company for severance pay or termination pay or accelerate the\ntime of payment or vesting or increase the amount of compensation or benefits\ndue to any employee, director, Stockholder or beneficiary of the Company\n(whether current, former or restricted) or their beneficiaries solely by reason\nof such transactions or by reason of a termination of employment following such\ntransactions. Schedule 2(p) hereto contains a list of all Plans. A copy of each\nsuch Plan has previously been delivered by the Company to 24\/7.\n\n\n\n                                      -17-\n\n\n\n\n\n            (ii) With respect to each of the Plans on Schedule 2(p):\n\n                 (A) each Plan (or, if applicable, the underlying prototype plan\ndocument) intended to qualify under Section 401(a) of the Code has received a\ndetermination letter from the Internal Revenue Service (\"IRS\") to the effect\nthat the Plan is qualified under Section 401 of the Code, any trust maintained\npursuant thereto is exempt from federal income taxation under Section 501 of the\nCode and to the knowledge of the Company and the Stockholders, nothing has\noccurred or is expected to occur through the Closing Date that caused or could\ncause the loss of such qualification or exemption or the imposition of any\npenalty or tax liability;\n\n                 (B) all payments required by any Plan or by law (including,\nwithout limitation, all contributions, insurance premiums or intercompany\ncharges) with respect to all periods through the Closing Date shall have been\nmade prior to the Closing (on a pro rata basis where such payments are otherwise\ndiscretionary at year end) or provided for by the Company, as applicable, by\nfull accruals as if all targets required by such Plan had been or will be met at\nmaximum levels on its financial statements;\n\n                 (C) no claim, lawsuit, arbitration or other action has been\nasserted or instituted, or to the knowledge of the Company and the Stockholders,\nthreatened or anticipated against the Plans (other than non-material routine\nclaims for benefits and appeals of such claims), any trustee or fiduciaries\nthereof, the Company, any ERISA Affiliate, any director, officer or employee\nthereof, or any of the assets of any trust of the Plans;\n\n                 (D) each Plan complies in all material respects and has been\nmaintained and administered at all times in all material respects in accordance\nwith its terms and all applicable laws, rules and regulations, including,\nwithout limitation, ERISA and the Code;\n\n                 (E) to the knowledge of the Company and the Stockholders, no\n\"prohibited transaction,\" within the meaning of Section 4975 of the Code and\nSection 406 of ERISA, has occurred or is expected to occur with respect to each\nPlan for which no exemption exists under Section 408 of ERISA or Section 4975 of\nthe Code (and the consummation of the transactions contemplated by this\nAgreement will not constitute or directly or indirectly result in such a\n\"prohibited transaction\"); and\n\n                 (F) no Plan is under audit or to the knowledge of the Company\nand the Stockholders, investigation by the IRS, Department of Labor or any other\ngovernmental authority and no such completed audit, if any, has resulted in the\nimposition of any material tax or penalty.\n\n            (iii) Except as disclosed on Schedule 2(p)(iii), neither the Company\nnor any ERISA Affiliate maintains, contributes to or in any way provides for any\nbenefits of any kind whatsoever (other than under Section 4980B of the Code, the\nFederal Social Security Act or a plan qualified under Section 401(a) of the\nCode) to any current or future retiree or terminee.\n\n\n                                      -18-\n\n\n\n\n\nNeither the Company nor any ERISA Affiliate has any unfunded liabilities\npursuant to any Plan that is not intended to be qualified under Section 401(a)\nof the Code.\n\n        (q) Insurance. Schedule 2(q) hereto sets forth the Company'sgeneral\nliability, fire and casualty insurance policies and liability insurance. Such\npolicies are in full force and effect, with extended coverage, sufficient in\namount (subject to reasonable deductibles) to allow the Company to replace any\nof its properties that might be damaged or destroyed.\n\n        (r) Litigation. Schedule 2(r) hereto contains a complete and correct\nlist of all actions, suits, proceedings, claims or investigations pending or, to\nthe knowledge of the Company, threatened against the Company or any of its\nassets or, in connection with the Company's business, any of the Company's\nofficers or employees before any court, arbitrator or governmental entity.\nExcept as set forth in Schedule 2(r) hereto, to the knowledge of the Company,\nneither the Company nor, in connection with the Company's business, any of the\nCompany's officers or employees is subject or party to any judgment, order,\ndecree or other direction of, or stipulation with, any court or other\ngovernmental authority or tribunal. As of the date hereof, there are no actions,\nsuits or proceedings pending or, to the knowledge of the Company, threatened\nagainst the Company or any of the Stockholders that seek to prevent or\nchallenge, or seek damages in connection with, the transactions contemplated by\nany of the Company Documents or otherwise arising out of or in any way related\nto any of the Company Documents.\n\n        (s) Environmental Matters. To the knowledge of the Company, the\nCompany's business, assets and properties are and have been operated and\nmaintained in compliance in all material respects with all applicable federal,\nstate and local environmental protection laws and regulations (the\n\"Environmental Laws\"). To the Company's knowledge, no event has occurred or\ncondition exists which, with or without the passage of time or the giving of\nnotice or both, would constitute a non-compliance by the Company with, or a\nviolation by the Company of, any of the Environmental Laws. To the Company's\nknowledge, no real property owned, leased, occupied or used by the Company\ncontains any underground storage tanks, asbestos, polychlorinated biphenyls,\nhazardous wastes or other hazardous substances, as such terms are defined in the\nEnvironmental Laws. To the Company's knowledge, neither the Company nor any of\nits predecessor companies has caused or permitted to exist, as a result of an\nintentional or unintentional act or omission, a disposal, discharge or release\nof solid wastes, hazardous wastes, pollutants or hazardous substances, as such\nterms are defined in the Environmental Laws, on or from any site which currently\nis or formerly was owned, leased, occupied or used by the Company or any\npredecessor company, except where such disposal, discharge or release was\npursuant to and in compliance with the conditions of a permit issued by the\nappropriate federal, state and\/or local governmental agency or otherwise in\ncompliance with the Environmental Laws.\n\n        (t) Restrictions on Business Activities. Other than this Agreement,\nthere is no agreement, judgment, injunction, order or decree binding upon the\nCompany which has or\n\n\n                                      -19-\n\n\n\n\n\ncould reasonably be expected to have the effect of prohibiting or impairing the\nbusiness of the Company as currently conducted.\n\n        (u) Transactions with Affiliates. Except as set forth in Schedule 2(u)\nhereto and Exhibit B herein, and except for ordinary dealings with its employees\nand its Stockholders, and except for advances made by the Stockholders to the\nCompany and fully repaid by the Company, since December 31, 1998, the Company\nhas had no direct or indirect dealings with any Stockholder or with any key\nemployee of the Company or, to the knowledge of the Company, with any of their\naffiliates or relatives. Except as set forth in Schedule 2(u) and Exhibit B\nherein, and except for employment arrangements with its employees, the Company\nhas no obligation to or claim against any Stockholder or any key employee of the\nCompany or to the knowledge of the Company, any of their affiliates or\nrelatives, and to the knowledge of the Company, no such person or entity has any\nobligation to or claim against the Company. Schedule 2(u) reasonably describes\nthe nature and extent of any products, services or benefits provided to the\nCompany by any such person or entity without a corresponding charge equal to the\nfair market value of such products, services or benefits. Except as set forth in\nSchedule 2(u), to the knowledge of the Company, none of the Stockholders, any\nkey employee of the Company or any of their affiliates or relatives has any\nsignificant investment of any kind in any business or entity which is\ncompetitive with the Company. For purposes of this Section 2(u), \"affiliate\"\nmeans, with respect to any person or entity, any other person or entity that\ndirectly or indirectly through one or more intermediaries controls, is\ncontrolled by or is under common control with such person or entity. For the\npurposes of this definition, \"control\" means, as to any person or entity, the\npossession, directly or indirectly, of the power to elect or appoint a majority\nof directors (or other persons acting in similar capacities) of such person or\nentity or otherwise to direct or cause the direction of the management and\npolicies of such person or entity, whether through the ownership of voting\nsecurities, by contract or otherwise.\n\n        (v) Books and Records. The books and records of the Company are complete\nand correct in all material respects and have been maintained in accordance with\ngood business practices. The minute books of the Company, as previously made\navailable to 24\/7, accurately reflect all corporate action of the Stockholders\nof the Company.\n\n        (w) Improper Payments. The Company and its officers and agents have not\nmade any illegal or improper payments to, or provided any illegal or improper\nbenefit or inducement for, any governmental official, supplier, customer or\nother person in an attempt to influence any such person to take or to refrain\nfrom taking any action relating to the Company.\n\n        (x) Officers, Bank Accounts, etc. Schedule 2(x) hereto lists all\nofficers and fiduciaries of the Company; all bank accounts and safe deposit\nboxes maintained by the Company and all authorized signatories therefor,\nspecifying their respective authority; and all credit cards under which\nemployees of the Company may incur liability and the persons holding such cards.\nNo person or entity holds any general or special power of attorney from the\nCompany.\n\n\n\n                                      -20-\n\n\n\n\n\n        (y) Year 2000. Set forth on Schedule 2(y) hereto is a description of the\nCompany's remediation plan regarding year 2000 issues, including details on the\nidentification, assessment and testing of equipment and systems, the state of\nreadiness of third-party vendors, and the creation of a contingency plan in the\nevent of year 2000 failures.\n\n            (i) The computer systems of the Company (including, without\nlimitation, all software, hardware, workstations and related components,\nautomated devices, products consisting of or containing one or more thereof, and\nany and all enhancements, upgrades, customizations, modifications or\nmaintenance, embedded chips and other date sensitive equipment such as security\nsystems, alarms, elevators and other systems) (\"Computer Systems\") are Year 2000\nCompliant (as defined below) or will be Year 2000 Compliant by December 31,\n1999.\n\n            (ii) The Company's supply of services through its Computer Systems\nshall not be interrupted, delayed, decreased or otherwise affected in any\nmaterial respect by dates\/times prior to, on, after or spanning January 1, 2000.\n\n            (iii) The Company's Computer Systems in all material respects have\nthe ability to properly interface and will continue to properly interface with\ninternal and external applications and systems of third parties with whom the\nCompany exchanges data electronically (including, without limitation, customers,\nclients, suppliers, service providers, subcontractors, processors, converters,\nshippers, warehousemen, outsourcers, data processors, regulatory agencies and\nbanks), whether or not their Computer Systems are Year 2000 Compliant.\n\n            (iv) To the knowledge of the Company, the Company has inquired of\nall third parties the failure of whose Computer Systems to be Year 2000\nCompliant would have a Company Material Adverse Effect.\n\nFor purposes of this Agreement, \"Year 2000 Compliant\" means that the Company's\nComputer Systems (1) are capable of recognizing, processing, managing,\nrepresenting, interpreting and manipulating correctly date-related data for\ndates earlier and later than January 1, 2000, including, but not limited to,\ncalculating, comparing, sorting, storing, tagging and sequencing, without\nresulting in or causing logical or mathematical errors or inconsistencies in any\nuser-interface functionalities or otherwise, including data input and retrieval,\ndata storage, data fields, calculations, reports, processing or any other input\nor output, (2) have the ability to provide date recognition for any data element\nwithout limitation (including, but not limited to, date-related data represented\nwithout a century designation, date-related data whose year is represented by\nonly two digits and date fields assigned special values), (3) have the ability\nto automatically function into and beyond the year 2000 without human\nintervention and without any change in operations associated with the advent of\nthe year 2000, (4) have the ability to correctly interpret data, dates and time\ninto and beyond the year 2000, (5) have the ability not to produce noncompliance\nin existing information or otherwise corrupt such data into and beyond the year\n2000, (6) have the ability to correctly process after January 1, 2000 data\ncontaining dates before that date, (7) have the ability to recognize all \"leap\nyears,\" including February 29, 2000.\n\n\n                                      -21-\n\n\n\n\n\n        (z) Disclosure. No representation, warranty or other written statement\nby the Company herein or in any of the other Company Documents contains or will\ncontain an untrue statement of a material fact or omits or will omit to state a\nmaterial fact necessary to make the statements contained herein or therein not\nmisleading.\n\n        (aa) Legends.\n\n             (i) The Company understands that the certificates evidencing the\nMerger Consideration will bear the following legend:\n\n                  \"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN\n             REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE\n             \"SECURITIES ACT\"), OR ANY STATE SECURITIES LAWS AND NEITHER\n             SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED IN\n             THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM\n             UNDER THE SECURITIES ACT OR SUCH LAWS AND THE RULES AND\n             REGULATIONS THEREUNDER.\"\n\n             (ii) The certificates evidencing the Merger Consideration shall not\nbe required to bear such legend if an opinion of counsel reasonably satisfactory\nto 24\/7 is delivered to 24\/7 to the effect that neither the legend nor the\nrestrictions on transfer contained in this Agreement are required to insure\ncompliance with the Securities Act. Whenever, pursuant to the preceding\nsentence, any certificate is no longer required to bear the foregoing legend,\n24\/7 may, and if requested by the holder thereof, shall, issue to the holder a\nnew certificate not bearing the foregoing legend; provided, however, a new\ncertificate not bearing the foregoing legend shall be issued to the holders upon\nthe effectiveness of a registration statement covering the resale of the 24\/7\nCommon Stock.\n\n        (bb) Condition and Sufficiency of Assets. The Company owns or has the\nright to use without payment of royalty all the tangible and intangible assets\nnecessary for the conduct of the Media Business as conducted prior to the date\nhereof. The buildings, plants, structures, and equipment of the Company are\nstructurally sound, are in good operating condition and repair, and are adequate\nfor the uses to which they are being put and are sufficient for the continued\nconduct of the Company's businesses after the Closing in substantially the same\nmanner as conducted prior to the Reorganization, and the Company has conducted,\nand continues to conduct, its business only through the Company, except as set\nforth in Exhibit B.\n\n        (cc) Acquisition of Stock for Investment.\n\n        Each of the Stockholders that receives 24\/7 Common Stock as part of the\nMerger Consideration hereunder acknowledges that such shares of 24\/7 Common\nStock may not be sold, transferred, offered for sale, pledged, hypothecated,\nlent, or otherwise disposed of by him or it without registration under the\nSecurities Act, except pursuant to Regulation S under the Securities Act or\npursuant to another exemption from registration under the Securities Act, and\n\n\n                                      -22-\n\n\n\n\n\nwithout compliance with applicable Blue Sky Laws. Each Stockholder is an\n\"accredited investor\" as that term is defined in Rule 501 promulgated under the\nSecurities Act. Each Stockholder has received all requested documents and other\ninformation from 24\/7, and has had an opportunity to ask questions of and to\nreceive answers from the officers of 24\/7 with respect to the business, results\nof operations, financial conditions and prospects of 24\/7.\n\n        (dd) Hart-Scott-Rodino.\n\n        The Stockholders and the ultimate parent entity of the Company do not\nmeet the \"size-of-the-parties\" jurisdiction test imposed by Section 201(a)(2) of\nthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C.\nss. 18A(a)(2), and the regulations promulgated thereunder.\n\n     3. Representations and Warranties of 24\/7 and the Subsidiary. 24\/7 and the\nSubsidiary each hereby represents and warrants to the Company that:\n\n        (a) Organization and Qualification; Organizational Documents.\n\n            (i) 24\/7 is a corporation duly organized, validly existing and in\ngood standing under the laws of the State of Delaware, and has the requisite\ncorporate power and corporate authority to own, lease and operate its assets and\nproperties and to conduct its business as it is now being conducted. Each of\n24\/7 and the Subsidiary is duly qualified or licensed as a foreign corporation\nto do business, and is in good standing, in each jurisdiction in which the\nconduct of its business or the ownership, leasing or operation of its assets and\nproperties requires such qualification, except for such failures to be so duly\nqualified or licensed and in good standing that would not have a material\nadverse effect on the business, results of operations or financial condition of\n24\/7 and its subsidiaries, taken as a whole, or on the ability of the parties to\nconsummate the transactions contemplated by this Agreement (a \"24\/7 Material\nAdverse Effect\").\n\n            (ii) The Subsidiary is a corporation duly incorporated and existing\nunder and by virtue of the laws of the State of Maryland and is in good standing\nwith the State of Maryland Department of Assessments and Taxation, and has the\nrequisite corporate power and corporate authority to own, lease and operate its\nassets and properties and to conduct its business as it is now being conducted.\n\n            (iii) 24\/7 has heretofore furnished to the Company a complete and\ncorrect copy of 24\/7's Certificate of Incorporation (certified by the Secretary\nof State of the State of Delaware) and of and the Subsidiary's charter (the\n\"Subsidiary's Charter\") (certified by the State of Maryland Department of\nAssessments and Taxation) and of 24\/7's and the Subsidiary's By-Laws, each as\namended to date. Such Certificates of Incorporation and By-Laws are in full\nforce and effect. Neither 24\/7 nor the Subsidiary is in violation of any of the\nprovisions of its Certificate of Incorporation or the Subsidiary's Charter, as\nthe case may be, or any of the provisions of its By-Laws.\n\n\n                                      -23-\n\n\n\n\n\n        (b) Authority Relative to this Agreement.\n\n            (i) Each of 24\/7 and the Subsidiary has all necessary rights, power\nand authority to execute and deliver this Agreement and to perform its\nobligations hereunder and to consummate the transactions contemplated hereby, as\nwell as all other agreements, certificates and documents executed or delivered,\nor to be executed or delivered, by 24\/7 and\/or the Subsidiary in connection\nherewith, including the agreements listed in Sections 7(d) hereof (collectively,\nwith this Agreement, the \"24\/7 Documents\"). The execution and delivery of this\nAgreement by 24\/7 and the Subsidiary and the consummation by 24\/7 and the\nSubsidiary of the transactions contemplated hereby have been duly and validly\nauthorized by all necessary corporate action on the part of 24\/7 and the\nSubsidiary, and no other corporate proceedings on the part of 24\/7 or the\nSubsidiary are necessary to authorize this Agreement or to consummate the\ntransactions so contemplated hereby. Each of the 24\/7 Documents to which the\nCompany and\/or the Subsidiary is, or will be, a party has been, or will be duly\nand validly executed and delivered by 24\/7 and\/or the Subsidiary, and, assuming\nthe due authorization, execution and delivery of the 24\/7 Documents by the\nCompany and\/or the Stockholders, as applicable, are (or when executed and\ndelivered will be) legal, valid and binding obligations of 24\/7 and\/or the\nSubsidiary, except as limited by (i) applicable bankruptcy, insolvency,\nreorganization, moratorium and other laws of general application affecting the\nenforcement of creditors' rights generally and (ii) general principles of\nequity, regardless of whether asserted in a proceeding in equity or at law.\n\n            (ii) The Board of Directors of 24\/7 and the Board of Directors of\nthe Subsidiary, as necessary (A) have declared that this Agreement, the Merger\nand the other transactions contemplated hereby are advisable and in the best\ninterests of the Subsidiary's stockholders; (B) have authorized, approved and\nadopted this Agreement, the Merger and the other transactions contemplated\nhereby; and (C) have taken appropriate action, pursuant to Delaware Law and\nMaryland Law, to cause the Merger to become effective at the Effective Time.\n\n        (c) No Conflict, Required Filings and Consents.\n\n            (i) The execution and delivery of this Agreement by 24\/7 and the\nSubsidiary do not, and the performance of this Agreement by 24\/7 and the\nSubsidiary will not, (A) conflict with or violate the Certificate of\nIncorporation or By-Laws of 24\/7 or the Charter or By-Laws of the Subsidiary;\n(B) conflict with or violate any law, rule, regulation, order, judgment or\ndecree applicable to 24\/7 or the Subsidiary or by which any of 24\/7's or the\nSubsidiary's respective properties is bound or affected; or (C) result in any\nbreach of or constitute a default (or an event which with notice or lapse of\ntime or both would become a default) under, or impair 24\/7's or the Subsidiary's\nrights or alter the rights or obligations of any third party under, or give to\nothers any rights of termination, amendment, acceleration or cancellation of, or\nresult in the creation of a lien or encumbrance on any of the properties or\nassets of 24\/7 or the Subsidiary pursuant to, any note, bond, mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which 24\/7 or the Subsidiary is a party or by which\n\n\n                                      -24-\n\n\n\n\n\n24\/7 or the Subsidiary or any of their respective properties is bound or\naffected, except in any such case for any such breaches, defaults or other\noccurrences that would not have a 24\/7 Material Adverse Effect.\n\n            (ii) The execution, delivery and performance of this Agreement by\n24\/7 and the Subsidiary will not require any consent, approval, authorization or\npermit of, or filing with or notification to, any governmental or regulatory\nauthority, except (A) for applicable requirements, if any, of the Securities\nAct, the Exchange Act, state blue sky laws and the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended; (B) for the filing of the Articles of\nMerger; and (C) where the failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications would not\nhave a 24\/7 Material Adverse Effect.\n\n        (d) Capitalization.\n\n            (i) The authorized capital stock of 24\/7 as of December 31, 1999\nconsisted of: (1) 70,000,000 shares of common stock, par value $.01 per share,\nof which 22,421,516 shares were issued and outstanding, 3,235,538 shares will be\nissuable to employees, officers and directors of 24\/7 under stock options that\nhave been granted pursuant to 24\/7's 1998 Stock Incentive Plan, and 2,514,462\nshares have been reserved for issuance pursuant to future grants under 24\/7's\n1998 Stock Incentive Plan; and (2) 10,000,000 shares of preferred stock, par\nvalue $.01 per share, none of which were issued and outstanding. 24\/7 also has\n3,156,685 shares of common stock issuable upon exercise of outstanding warrants\nat December 31, 1999. The authorized capital stock of the Subsidiary consists of\n1,000 shares of common stock, par value $.01 per share, 100 shares of which are\nissued and outstanding, and wholly owned by 24\/7.\n\n            (ii) All of the outstanding shares of 24\/7's and the Subsidiary's\nrespective capital stock have been duly authorized and validly issued and are\nfully paid and non-assessable. The shares of 24\/7 Common Stock to be issued in\nthe Merger have been duly authorized and, when so issued in accordance with the\nterms hereof, such shares will be validly issued, fully paid and non-assessable.\n\n            (iii) Except as set forth in this Section 3(d), and except for (i)\nthe issuance of year-end stock option grants to the employees of 24\/7 and (ii)\ncommon stock, restricted stock and stock options being granted to the\nstockholders and employees of 24\/7's subsidiary, 24\/7 Media Europe N.V. in\nconnection with the acquisition of 100% of the outstanding capital stock of such\nsubsidiary, there are no outstanding shares of capital stock or other equity or\ndebt securities of 24\/7. Except as set forth in this Section 3(d) and except for\nthose options granted pursuant to 24\/7's 1998 Stock Incentive Plan, there are no\nexisting options, warrants, calls, commitments or other agreements requiring the\nissuance or sale of any additional shares of capital stock or other equity or\ndebt securities of 24\/7 and no shares of capital stock or other equity or debt\nsecurities of 24\/7 are reserved for issuance for any purpose.\n\n\n\n                                      -25-\n\n\n\n\n\n        (e) SEC Filings, Financial Statements.\n\n            (i) 24\/7 has filed all forms, reports and documents required to be\nfiled by it with the SEC. 24\/7 has heretofore delivered to the Company, in the\nform filed with the SEC, (A) its Annual Report on Form 10-K for the year ended\nDecember 31, 1998, (B) its Quarterly Report on Form 10-Q for the quarter ended\nSeptember 30, 1999, (C) all proxy statements relating to 24\/7's meetings of\nstockholders (whether annual or special) held since December 31, 1998, (D) all\nother reports or registration statements (other than Reports on Form 10-Q and\nReports on Form 3, 4 or 5 filed on behalf of affiliates of 24\/7) filed by 24\/7\nwith the SEC since September 30, 1998 and (E) all amendments and supplements to\nall such reports and registration statements filed by 24\/7 with the SEC\n(collectively, the \"24\/7 SEC Reports\"). The 24\/7 SEC Reports (1) were prepared\nin accordance with the requirements of the Securities Act or the Exchange Act,\nas the case may be, and (2) did not at the time they were filed (or if amended\nor superseded by a filing prior to the date of this Agreement, then on the date\nof such filing) contain any untrue statement of a material fact or omit to state\na material fact required to be stated therein or necessary in order to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading.\n\n            (ii) Each of the consolidated financial statements (including, in\neach case, any related notes thereto) contained in the 24\/7 SEC Reports was\nprepared in accordance with GAAP (except as may be indicated in the notes\nthereto) and each fairly presents in all material respects the consolidated\nfinancial position of 24\/7 and its subsidiaries as at the respective dates\nthereof and the consolidated results of its operations and cash flows for the\nperiods indicated, except that the unaudited interim financial statements were\nor are subject to normal and recurring year-end adjustments and such statements\ndo not contain notes thereto.\n\n            (iii) 24\/7 has heretofore furnished to the Company a complete and\ncorrect copy of any amendments or modifications, which have not yet been filed\nwith the SEC but which are required to be filed, to agreements, documents or\nother instruments which previously had been filed by 24\/7 with the SEC pursuant\nto the Securities Act or the Exchange Act.\n\n        (f) No Adverse Change. Since September 30, 1999, 24\/7 has conducted its\nbusiness in the ordinary course and there has not occurred any:\n\n            (i) amendments or changes to the Certificate of Incorporation or\nBy-Laws of 24\/7;\n\n            (ii) material adverse change in the business, properties, assets,\nliabilities, commitments, earnings or financial condition of 24\/7;\n\n            (iii) damage or destruction to property or assets of 24\/7 resulting\nin a loss or cost to 24\/7 of more than $1,000,000 in the aggregate, whether or\nnot covered by insurance; or\n\n\n                                      -26-\n\n\n\n\n\n            (iv) act or omission which, if taken or omitted after the date of\nthis Agreement and before the Closing, would cause the condition set forth in\nSection 7(a) not to be fulfilled.\n\n        (g) Litigation. Except as disclosed in the 24\/7 SEC Reports filed prior\nto the date hereof, there are no actions, suits, proceedings, claims or\ninvestigations pending or, to the knowledge of 24\/7 and the Subsidiary,\nthreatened against 24\/7 or the Subsidiary or any of their respective assets\nbefore any court, arbitrator or governmental entity that is reasonably likely to\nhave a 24\/7 Material Adverse Effect. There are no actions, suits or proceedings\npending or, to the knowledge of 24\/7 and the Subsidiary, threatened against 24\/7\nor the Subsidiary that seek to prevent or challenge, or seek damages in\nconnection with, the transactions contemplated by any of the 24\/7 Documents or\notherwise arising out of or in any way related to any of the 24\/7 Documents.\n\n        (h) Ownership of the Subsidiary; No Prior Activities. The Subsidiary is\na direct, wholly-owned subsidiary of 24\/7 and was formed solely for the purpose\nof engaging in the transactions contemplated by this Agreement. Except for\nobligations or liabilities incurred in connection with its incorporation or\norganization and the transactions contemplated by this Agreement and except for\nthis Agreement and any other agreements or arrangements contemplated by this\nAgreement, the Subsidiary has not and will not have incurred, directly or\nindirectly, through any subsidiary or affiliate, any obligations or liabilities\nor engaged in any business activities of any type or kind whatsoever or entered\ninto any agreements or arrangements with any person or entity which could\nadversely affect the ability of 24\/7 to consummate the transactions contemplated\nhereby.\n\n        (i) Taxes.\n\n            (i) Neither 24\/7 nor any person related to 24\/7, as defined in\nTreas. Reg. ss.1.368-1(e)(3), has a plan or intention to redeem or otherwise\nacquire any shares of 24\/7 Common Stock that are issued in the Merger to the\nStockholders;\n\n            (ii) Following the Merger, the Surviving Corporation will continue\nat least one significant historic business line of the Company, or use at least\na significant portion of the Company's historic business assets, in each case\nwithin the meaning of Treas. Reg. ss. 1.368-1(d);\n\n            (iii) 24\/7 has no plan or intention: (A) to liquidate the Surviving\nCorporation, (B) to merge the Surviving Corporation with and into another\ncorporation (including 24\/7 or an affiliate of 24\/7) or (C) to sell or otherwise\ndispose of the stock of the Surviving Corporation, except as provided for in\nTreasury Regulation ss. 1.368-2(k)(2);\n\n            (iv) 24\/7 will be in Control (as defined below) of Subsidiary\nimmediately prior to the Merger, and 24\/7 has no plan or intention to cause the\nSurviving Corporation to issue additional shares of capital stock after the\nMerger, or take any other action,\n\n\n                                      -27-\n\n\n\n\n\nthat would result in 24\/7 losing Control of the Surviving Corporation.  As used \nherein \"Control\" shall have the meaning set forth in Section 368(c) of the Code;\nand\n\n            (v) 24\/7 has not taken any action and does not have any knowledge\n(without taking into account the Reorganization) that would prevent the Merger\nfrom qualifying as a \"reorganization\" under Section 368(a) of the Code.\n\n     4. Covenants of the Company. The Company covenants and agrees that between \nthe date hereof and the Effective Time:\n\n        (a) Actions. The Company will not take any action that would cause any\nof the representations and warranties made by it in any of the Company Documents\nnot to be true and correct in all material respects on and as of the Closing\nDate with the same force and effect as if such representations and warranties\nhad been made on and as of the Closing Date.\n\n        (b) Access by 24\/7. 24\/7 and its representatives and advisors shall,\nupon prior written notice to the Company, have reasonable access during normal\nbusiness hours to the Company's assets, premises, books and records, key\nemployees and accountants, including the work papers of the Company's\naccountants relating to the Compiled Financials, and the Company shall furnish\n24\/7 with such information and copies of such documents as 24\/7 may reasonably\nrequest. The Company shall promptly furnish to 24\/7 all financial statements of\nthe Company that are prepared in the ordinary course of business, including,\nwithout limitation, monthly reports of sales, revenue and cash flow and balance\nsheets, if any are prepared.\n\n        (c) Conduct of Business. The business of the Company shall be conducted\nin all material respects in the ordinary course, consistent with the present\nconduct of its business, taking into account the Reorganization, and the Company\nshall use commercially reasonable efforts to maintain, preserve and protect the\nassets and goodwill of the Company. Without limiting the generality of the\nforegoing, the Company shall not, without the prior written consent of 24\/7,\ntake or commit to take any of following actions:\n\n            (i) except as disclosed on Schedule 4(c), amend its By-Laws or\nCharter;\n\n            (ii) issue any additional shares of stock, or issue, sell or grant\nany option or right to acquire or otherwise dispose of any of its authorized but\nunissued stock or other equity or debt securities;\n\n            (iii) declare or pay any dividends or make any other distribution in\ncash, property or securities on its stock;\n\n            (iv) repurchase or redeem any shares of its stock;\n\n\n\n                                      -28-\n\n\n\n\n\n            (v) except as disclosed in Exhibit B, incur, or perform, pay or\notherwise discharge, any material obligation or liability (absolute or\ncontingent), except for obligations and liabilities incurred in the ordinary\ncourse of business consistent with past practice;\n\n            (vi) enter into any employment agreement with or increase the\ncompensation or benefits of any of its officers or employees, or grant any\nseverance pay or termination or establish, adopt or enter into any Plan;\n\n            (vii) except as disclosed in Exhibit B, sell, lease, transfer or\notherwise dispose of, or acquire, any material properties or assets, tangible or\nintangible, other than in the ordinary course of business;\n\n            (viii) make any material changes in its customary method of\noperations, including marketing, selling and pricing policies and maintenance of\nbusiness premises, fixtures, furniture and equipment;\n\n            (ix) except as disclosed in Exhibit B, modify, amend or cancel any\nof its existing leases or enter into any material contracts, agreements, leases\nor understandings other than in the ordinary course of business or enter into\nany loan agreements;\n\n            (x) make any material investments other than in certificates of\ndeposit or short-term commercial paper; or\n\n            (xi) except as disclosed in Exhibit B, change any of the accounting\nprinciples or practices used by it, except to come into compliance with, or as\nrequired by, GAAP.\n\n        (d) Notification of Certain Matters. The Company shall give prompt\nnotice to 24\/7 of (i) the occurrence, or non-occurrence, of any event the\noccurrence, or non-occurrence, of which would be likely to cause any\nrepresentation or warranty contained in any of the Company Documents that is\nqualified as to materiality to be untrue or inaccurate or any such\nrepresentation or warranty that is not so qualified to be untrue or inaccurate\nin any material respect and (ii) any failure of the Company materially to comply\nwith or satisfy any covenant, condition or agreement to be complied with or\nsatisfied by it hereunder; provided, however, that the delivery of any notice\npursuant to this Section 4(d) shall not limit or otherwise affect the remedies\navailable hereunder to the party receiving such notice.\n\n        (e) Further Action. Upon the terms and subject to the conditions hereof,\nthe Company shall use all commercially reasonable efforts to take, or cause to\nbe taken, all actions and to do, or cause to be done, all other things\nnecessary, proper or advisable to consummate and make effective as promptly as\npracticable the transactions contemplated by this Agreement and to obtain in a\ntimely manner all necessary waivers, consents and approvals and to effect all\nnecessary registrations and filings.\n\n\n\n                                      -29-\n\n\n\n\n\n        (f) Public Announcements. The Company shall consult with 24\/7 before\nissuing any press release or otherwise making any public statement with respect\nto the Merger and shall not issue any such press release or make any such public\nstatement, except as may be required by law, without the prior written consent\nof 24\/7, which may not be unreasonably withheld or delayed.\n\n        (g) Government Compliance. The Company agrees promptly to effect all\nnecessary registrations, filings, applications and submissions of information\nrequired or requested by governmental authorities.\n\n     5. Covenants of 24\/7 and the Subsidiary. 24\/7 and the Subsidiary covenant \nand agree that between the date hereof and the Effective Time:\n\n        (a) Actions. Neither 24\/7 nor the Subsidiary will take any action that\nwould cause any of the representations and warranties made by it in any of the\n24\/7 Documents not to be true and correct in all material respects on and as of\nthe Closing Date with the same force and effect as if such representations and\nwarranties had been made on and as of the Closing Date.\n\n        (b) Notification of Certain Matters. 24\/7 shall give prompt notice to\nthe Company of (i) the occurrence, or non-occurrence, of any event the\noccurrence, or non-occurrence, of which would be likely to cause any\nrepresentation or warranty contained in any of the 24\/7 Documents to be untrue\nor inaccurate and (ii) any failure of 24\/7 or the Subsidiary materially to\ncomply with or satisfy any covenant, condition or agreement to be complied with\nor satisfied by it hereunder; provided, however, that the delivery of any notice\npursuant to this Section 5(b) shall not limit or otherwise affect the remedies\navailable hereunder to the party receiving such notice.\n\n        (c) Further Action. Upon the terms and subject to the conditions hereof,\n24\/7 and the Subsidiary shall use all commercially reasonable efforts to take,\nor cause to be taken, all actions and to do, or cause to be done, all other\nthings necessary, proper or advisable to consummate and make effective as\npromptly as practicable the transactions contemplated by this Agreement and to\nobtain in a timely manner all necessary waivers, consents and approvals and to\neffect all necessary registrations and filings.\n\n        (d) Public Announcements. 24\/7 and the Subsidiary shall consult with the\nCompany before issuing any press release or otherwise making any public\nstatement with respect to the Merger and shall not issue any such press release\nor make any such public statement, except as may be required by law, without the\nprior written consent of the Company, which may not be unreasonably withheld or\ndelayed.\n\n        (e) Government Compliance. 24\/7 and the Subsidiary agree promptly to\neffect all necessary registrations, filings, applications and submissions of\ninformation required or requested by governmental authorities and to use\ncommercially reasonable efforts to obtain any necessary approvals and early\ntermination of any applicable waiting period.\n\n\n                                      -30-\n\n\n\n\n\n        (f) Employee Rights. As soon as practicable after the Effective Date,\n24\/7 will cause restricted stock awards to be made under its 1998 Stock\nIncentive Plan to certain employees of the Company as provided to 24\/7 in a\nletter dated as of December 31, 1999.\n\n     6. Conditions Precedent to Obligations of 24\/7 and the Subsidiary. The\nobligations of 24\/7 and the Subsidiary to consummate the transactions\ncontemplated by the 24\/7 Documents are subject to the fulfillment, at or before\nthe Effective Time, of each of the following conditions, any of which may be\nwaived by 24\/7 and the Subsidiary in writing, and the Company shall use\ncommercially reasonable efforts to cause such conditions to be fulfilled:\n\n        (a) Representations and Warranties. Each of the representations and\nwarranties of the Company in the Company Documents shall be true and correct in\nall material respects on and as of the Effective Time as if made on and as of\nthe Effective Time, except to the extent that any such representation or\nwarranty is made as of a specified date, in which case such representation or\nwarranty shall have been true and correct in all material respects as of such\ndate.\n\n        (b) Performance by the Company. The Company shall have performed and\ncomplied in all material respects with all agreements, covenants and conditions\nrequired by the Company Documents to be performed or complied with by the\nCompany at or before the Effective Time.\n\n        (c) Certificate. 24\/7 shall have received a certificate executed by the\nCompany, dated the Closing Date, certifying, in such detail as 24\/7 may\nreasonably request, as to the fulfillment of the conditions set forth in\nSections 6(a) and 6(b).\n\n        (d) Employment Agreement. Mark Schaszberger and key employees identified\nin a letter between 24\/7 and Mark Schaszberger shall have each entered into an\nEmployment Agreement with 24\/7 in substantially the form attached hereto as\nExhibit C and a Non-Competition and Non-Disclosure Agreement with 24\/7 in\nsubstantially the form attached hereto as Exhibit D (collectively, the\n\"Employment Agreements\").\n\n        (e) Opinion of Counsel to the Company. The Company shall have delivered\nto 24\/7 an opinion of Latham &amp; Watkins and of Ballard Spahr Andrews &amp; Ingersoll\nLLP, counsel to the Company, dated the Closing Date, substantially in the form\nattached hereto as Exhibit E and Exhibit F, respectively.\n\n        (f) Consents. The Company shall have obtained, or to the reasonable\nsatisfaction of 24\/7 obviated the need to obtain, all consents, approvals and\nwaivers from governmental and regulatory authorities and third parties necessary\nfor the execution, delivery and performance of the Company Documents and the\ntransactions contemplated thereby, without any material cost or adverse\nconsequences to the Company.\n\n\n\n                                      -31-\n\n\n\n\n\n        (g) Litigation. No action or proceeding shall be pending or threatened\nbefore any court, tribunal or governmental entity, and no claim or demand shall\nhave been made against 24\/7, the Subsidiary, any Stockholder or the Company,\nseeking to restrain or prohibit or to obtain damages or other relief in\nconnection with the consummation of the transactions contemplated by any of the\nCompany Documents, or which might have a Company Material Adverse Effect, which\nin the reasonably exercised opinion of 24\/7 makes it inadvisable to consummate\nsuch transactions.\n\n        (h) Proceedings. All actions, proceedings, instruments and documents\nrequired to carry out the transactions contemplated hereby or incidental hereto\nand all other related legal matters shall have been reasonably satisfactory to\nand approved by counsel for 24\/7 and such counsel shall have been furnished with\nsuch certificates, instruments and documents as it shall have reasonably\nrequested, including, but not limited to, a certificate of the Company, dated\nthe Closing Date, signed by the Chief Executive Officer of the Company, with\nrespect to the Company's Charter, By-Laws and Stockholders' resolutions relating\nto the transactions contemplated hereby and the incumbency and signatures of\neach of the officers of the Company who shall execute on behalf of the Company\nany Company Document delivered on the Closing Date.\n\n        (i) No Violation. There shall not have been any action taken, or any\nstatute, rule, regulation or order enacted, promulgated, issued or deemed\napplicable to the Merger by any federal or state government or governmental or\nregulatory authority or court, which would: (i) prohibit the Surviving\nCorporation's ownership or operation of all or a material portion of the\nCompany's business or assets, or compel the Surviving Corporation to dispose of\nor hold separate all or a material portion of the Company's business or assets,\nas a result of the Merger; (ii) render any party hereto unable to consummate the\nMerger; (iii) make such consummation illegal; or (iv) impose or confirm material\nlimitations on the ability of 24\/7 effectively to exercise full rights of\nownership of shares of the capital stock of the Surviving Corporation,\nincluding, without limitation, the right to vote any such shares on all matters\nproperly presented to the stockholders of the Surviving Corporation, and no such\naction shall have been taken or any such statute, rule, regulation or order\nenacted, promulgated, issued or deemed applicable to the Merger which is\nreasonably likely to produce such result.\n\n        (j) Material Adverse Change. Since the date of this Agreement, there\nshall have been no change, occurrence or circumstance in the business, results\nof operations or financial condition of the Company having or reasonably likely\nto have a Company Material Adverse Effect; provided, that any such change,\noccurrence or circumstance in the business, results of operations or financial\ncondition of the Company that is the subject of the side letter referred to in\nSection 6(d) shall not be considered a Company Material Adverse Effect for\npurposes of this Section 6(j).\n\n        (k) Release. 24\/7 shall have received a release signed by each of the\nStockholders of any and all claims (known or unknown, fixed or contingent, or\notherwise) against the Company in the form of Exhibit G (the \"Release\").\n\n\n                                      -32-\n\n\n\n\n\n        (l) Certificate. 24\/7 shall have received a certificate executed by the\nCompany, dated the Closing Date, certifying in such detail as 24\/7 may\nreasonably request, as to the consummation (with the exception of certain\nconsents listed in Exhibit B) of the Reorganization.\n\n     7. Conditions Precedent to Obligations of the Company. The obligations of \nthe Company to consummate the transactions contemplated by the Company Documents\nare subject to the fulfillment, at or before the Effective Time, of each of the\nfollowing conditions, any of which may be waived by the Company in writing, and\n24\/7 and the Subsidiary shall use commercially reasonable efforts to cause such\nconditions to be fulfilled:\n\n        (a) Representations and Warranties. Each of the representations and\nwarranties of 24\/7 and\/or the Subsidiary in the 24\/7 Documents shall be true and\ncorrect in all material respects on and as of the Effective Time as if made on\nand as of the Effective Time, except to the extent that any such representation\nor warranty is made as of a specified date, in which case such representation or\nwarranty shall have been true and correct in all material respects as of such\ndate.\n\n        (b) Performance by 24\/7 and the Subsidiary. 24\/7 and the Subsidiary\nshall have performed and complied in all material respects with all agreements,\ncovenants and conditions required by the 24\/7 Documents to be performed or\ncomplied with by 24\/7 and\/or the Subsidiary at or before the Effective Time.\n\n        (c) Certificate. The Company shall have received a certificate executed\nby 24\/7, dated the Closing Date, certifying, in such detail as the Company may\nreasonably request, as to the fulfillment of the conditions set forth in\nSections 7(a) and 7(b).\n\n        (d) Employment Agreement. 24\/7 shall have entered into the Employment\nAgreements.\n\n        (e) Opinion of Counsel to 24\/7 and the Subsidiary. 24\/7 and the\nSubsidiary shall have delivered to the Company an opinion of Proskauer Rose LLP,\ncounsel to 24\/7 and the Subsidiary, dated the Closing Date, substantially in the\nform attached hereto as Exhibit H.\n\n        (f) Litigation. No action or proceeding shall be pending or threatened\nbefore any court, tribunal or governmental entity, and no claim or demand shall\nhave been made against 24\/7, the Subsidiary, any Stockholder or the Company,\nseeking to restrain or prohibit or to obtain damages or other relief in\nconnection with the consummation of the transactions contemplated by any of the\n24\/7 Documents, or which might materially adversely affect the business of 24\/7,\nwhich in the reasonably exercised opinion of the Company makes it inadvisable to\nconsummate such transactions.\n\n\n\n                                      -33-\n\n\n\n\n\n        (g) Material Adverse Change. Since the date of this Agreement, there\nshall have been no change, occurrence or circumstance in the business, results\nof operations or financial condition of 24\/7 having or reasonably likely to have\na 24\/7 Material Adverse Effect.\n\n        (h) Consents. 24\/7 and\/or the Subsidiary shall have obtained, or to the\nreasonable satisfaction of the Company obviated the need to obtain, all\nconsents, approvals and waivers from governmental and regulatory authorities and\nthird parties necessary for the execution, delivery and performance of the 24\/7\nDocuments and the transactions contemplated thereby, without any material cost\nor adverse consequence to 24\/7 or the Subsidiary.\n\n        (i) Proceedings. All actions, proceedings, instruments and documents\nrequired to carry out the transactions contemplated hereby or incidental hereto\nand all other related legal matters shall have been reasonably satisfactory to\nand approved by counsel for the Company and such counsel shall have been\nfurnished with such certificates, instruments and documents as it shall have\nreasonably requested.\n\n        (j) No Violation. There shall not have been any action taken, or any\nstatute, rule, regulation or order enacted, promulgated, issued or deemed\napplicable to the Merger by any federal or state governmental or regulatory\nauthority or court, which would (i) render any party hereto unable to consummate\nthe Merger or (ii) make such consummation illegal.\n\n     8. Closing Deliveries.\n\n        (a) Deliveries of the Company. At the Closing, the Company shall\ndeliver, or shall cause to be delivered, to 24\/7 and the Subsidiary the\nfollowing:\n\n            (i) Certificates representing the Capital Shares, together with\nproperly executed stock powers and any required stock transfer tax stamps\naffixed thereto and all taxes on such transfer, if any, paid in full, all at the\nexpense of the holders of such Capital Shares;\n\n            (ii) The Employment Agreements;\n\n            (iii) The opinion of Latham &amp; Watkins, counsel to the Company;\n\n            (iv) The opinion of Ballard Spahr Andrews &amp; Ingersoll LLP, counsel\nto the Company;\n\n            (v) The certificates referred to in Sections 6(c) and 6(m), duly\nexecuted;\n\n            (vi) The Release;\n\n            (vii) The Escrow Agreement;\n\n\n\n                                      -34-\n\n\n\n\n\n            (viii) The minute books of the Company;\n\n            (ix) Duly executed resignations of all officers and fiduciaries of\nthe Company;\n\n            (x) A capitalization table, adjusted to show the transactions\nconsummated at Closing;\n\n            (xi) The Reorganization documents; and\n\n            (xii) The closing balance sheet of the Company, adjusted to show the\nReorganization on a pro forma basis.\n\n        (b) 24\/7 and Subsidiary Deliveries. At the Closing,\n24\/7 and the Subsidiary shall deliver, or shall cause to be delivered, to the\nCompany and the Stockholders, as the case may be, the following:\n\n            (i) Certificates representing shares of 24\/7 Common Stock in payment\nof the Merger Consideration, registered in the name of each of the holders of\nCapital Shares, subject to Section 1(f)(ii);\n\n            (ii) The Employment Agreements;\n\n            (iii) The opinion of Proskauer Rose LLP, counsel to 24\/7 and the\nSubsidiary;\n\n            (iv) The Escrow Agreement; and\n\n            (v) The certificate referred to in Section 7(c) hereof, duly\nexecuted.\n\n     9. Restrictive Covenants: Confidentiality.\n\n        (i) Each of the Stockholders and IMAKE Consulting absolutely and\nunconditionally agree that, for a period of three years from the date hereof\n(the \"Non-Competition Period\"), he\/she or it will not, (a) directly or\nindirectly, either of his\/her or its own account or for the benefit of any\nperson, firm or corporation, engage in as a director, employee or consultant for\nany business that is in competition with the business of the Company immediately\nprior to the Closing Date or 24\/7's business of selling internet advertising on\nbehalf of affiliates web sites and offering email and related customer\nmanagement services (the \"Business\"); and (b) directly or indirectly, solicit\n24\/7's employees or independent agents so as to induce them to leave their\nemployment or relationship with 24\/7.\n\n        (ii) During the Non-Competition Period, each of the Stockholders shall\nnot directly or indirectly own or be a stockholder, partner of, or otherwise\nparticipate in any company\n\n\n                                      -35-\n\n\n\n\n\nthat is engaged in business activities that are competitive to the Business.\nNotwithstanding the above, Executive may hold up to a one percent interest in\nany such publicly held or traded company and shall have an unlimited right to\ninvest in any mutual fund which is publicly traded or managed by a major\nfinancial institution.\n\n        (iii) The Company and the Stockholders shall not use or divulge any\ntrade secrets, customer or supplier lists, pricing information, marketing\narrangements or strategies, business plans, internal performance statistics,\ntraining manuals or other information concerning 24\/7 or its affiliates that is\ncompetitively sensitive or confidential; provided, however, that this\nprohibition shall not apply to any information that (A) is publicly available as\nof the date hereof, (B) becomes publicly available other than as a result of\nprohibited disclosure by the Company or any of the Stockholders, (C) is\ndisclosed to the Company or any of the Stockholders, as applicable, by any\nperson or entity that is not subject to any confidentiality restriction imposed\nby 24\/7, (D) that the Company or any of the Stockholders, as applicable,\ndevelops independently or (E) the Company or any of the Stockholders is required\nto disclose by law or by order of any court of competent jurisdiction, but, in\nthe case of (E), the Company or such Stockholder shall first give 24\/7 notice of\nsuch law or court order and an opportunity to object, if permitted by such law\nor court order. Because the breach or attempted or threatened breach of this\nrestrictive covenant will result in immediate and irreparable injury to 24\/7 for\nwhich 24\/7 will not have an adequate remedy at law, 24\/7 shall be entitled, in\naddition to all other remedies, to a decree of specific performance of this\ncovenant and to a temporary and permanent injunction enjoining such breach,\nwithout posting bond or furnishing similar security. The provisions of this\nSection 9 are in addition to and independent of any agreements or covenants\ncontained in any employment, consulting or other agreement between 24\/7 or the\nCompany and any Stockholder.\n\n        (iv) To the extent that any of the information furnished to the Company\nor any of the Stockholders would constitute material, nonpublic information for\npurposes of the Exchange Act, the Company and the Stockholders covenant that\nthey will not engage in any purchase or sale of 24\/7's securities while in\npossession of such information and prior to the time that such information is\nmade generally known to the public or until the next Exchange Act filing that\n24\/7 makes with the SEC, and that the Company and the Stockholders shall inform\ntheir respective agents and representatives, who have been given access to such\nmaterial, nonpublic information, of such requirements. The obligations in this\nSection 9 shall survive termination of this Agreement.\n\n     10. Brokers. Each party represents to the others that it has had no \ndealings with any broker or finder in connection with the transactions\ncontemplated by this Agreement.\n\n     11. Covenant Regarding Tax Free Reorganization Treatment. 24\/7 agrees not\nto take any action, or fail to take any action, prior to or after the Effective\nTime that would cause the Merger to fail to qualify as a \"reorganization\" under\nSection 368(a) of the Code. The Stockholders and 24\/7 shall cause all tax\nreturns relating to the Company, the Subsidiary and 24\/7 to be filed on the\nbasis of treating the Merger as a \"reorganization\" under Section 368(a) of the\nCode. 24\/7 shall not claim any tax deduction based on treatment of any portion\nof the\n\n\n                                      -36-\n\n\n\n\n\nMerger Consideration as either (A) imputed interest or (B) consideration for a\nrestrictive covenant. Notwithstanding anything to the contrary contained in this\nAgreement, this Section 11 shall remain in full force and effect until 90 days\nafter the expiration of the applicable statute of limitations.\n\n     12. Covenant of IMAKE Consulting. IMAKE Consulting covenants and agrees\nthat any revenues it receives after the Closing Date, which revenues are\ngenerated any agreement for which a consent to transfer was not received on or\nprior to the Closing Date, as well as those assignments listed in the footnotes\nto Schedule 1(f)(ii), shall be promptly assigned to the Surviving Corporation.\n\n     13. Covenant of 24\/7. 24\/7 covenants and agrees that any revenues received\nby the Surviving Corporation after the Closing Date, which revenues are listed\nin the footnotes to Schedule 1(f)(ii), shall be promptly assigned to IMAKE\nConsulting.\n\n     14. Indemnification by the Stockholders and IMAKE Consulting. IMAKE\nConsulting and the Stockholders shall jointly and severally, indemnify, defend\nand hold harmless 24\/7 and its affiliates (including, the Subsidiary and the\nSurviving Corporation), promptly upon demand at any time and from time to time,\nagainst any and all losses, liabilities, claims, actions, damages and expenses\n(including without limitation, reasonable attorneys' fees and disbursements)\n(collectively, \"Losses\"), arising out of or in connection with any of the\nfollowing: (i) any misrepresentation or breach of any warranty made by the\nCompany or the Stockholders in any of the Company Documents; provided, however,\nthat with respect to the representations and warranties in Section 2(b)(i), each\nStockholder shall be solely and entirely responsible for such misrepresentations\nor breaches that relate to such Stockholder's ownership of his or its Shares as\nset forth in Schedule 1 (a \"Stockholder Breach\"); (ii) any breach or\nnonfulfillment of any covenant or agreement made by the Company or the\nStockholders in any of the Company Documents; (iii) the claims of any broker or\nfinder engaged by the Company; or (iv) the Reorganization, including, without\nlimitation, any taxes that are incurred by the Company as a result of the\nReorganization, or any failure to consummate the Reorganization (v) the\noperations, liabilities, obligations of the Financial Business prior to, on, or\nafter the Closing Date, or (vi) any liabilities and obligations of the Company\nor the Media Business arising prior to the Closing Date that do not appear on\nthe Compiled Balance Sheet, the Schedules attached hereto, or the compiled\nbalance sheet of the Company as of December 31, 1999, including, without\nlimitation, any liabilities arising out of the performance or nonperformance by\nthe Company prior to the Closing Date under any contracts entered into by the\nCompany prior to the Closing Date.\n\n     15. Indemnification by 24\/7. 24\/7 shall indemnify, defend and hold harmless\nthe Stockholders and IMAKE Consulting, promptly upon demand at any time and from\ntime to time, against any and all Losses arising out of or in connection with\nany of the following: (i) any misrepresentation or breach of any warranty made\nby 24\/7 or the Subsidiary in this Agreement; (ii) any breach or nonfulfillment\nof any covenant or agreement made by 24\/7 or the Subsidiary in this Agreement;\nor (iii) the claims of any broker or finder engaged by 24\/7 or the Subsidiary.\n\n\n\n                                      -37-\n\n\n\n\n\n     16. Further Provisions Regarding Indemnification.\n\n         (a) Survival.\n\n             (i) All representations and warranties made by the Company or the\nStockholders in the Company Documents or by 24\/7 or the Subsidiary in this\nAgreement shall survive the Closing until June 30, 2001, notwithstanding any\nexamination or investigation made by or for any party; provided, however that\n(A) the representations and warranties contained in Sections 2(i), 2(p) and 3(i)\nshall remain in full force and effect until 90 days after the expiration of the\napplicable statute of limitations; (B) the representations and warranties\ncontained in Sections 2(a), 2(b), 2(c) and 2(d) shall remain in full force and\neffect indefinitely; and (C) the representations and warranties contained in\nSection 2(l) shall remain in full force and effect until the fifth anniversary\nfollowing the Closing Date.\n\n         (b) Limitations.  Notwithstanding the foregoing,\n\n             (i) the indemnification in Sections 14 and 15, as the case may be,\nshall be the exclusive remedy of the Stockholders, IMAKE Consulting and of 24\/7\nand its affiliates with respect to claims for Losses;\n\n             (ii) the indemnification provided for in Section 14(i) above shall\nnot be required unless and until, at the time of any such determination, the\ntotal amount of Losses otherwise subject to indemnification under Section 14\nexceeds $500,000, in which event the indemnified party or parties will be\nentitled to indemnification for the amount of their Losses arising under Section\n14(i) in excess of such amount; provided, however, that all Losses arising out\nof or in connection with any Stockholder Breach may be asserted without regard\nto, and shall not be applied towards, such amount;\n\n             (iii) the total amount of indemnification provided by the\nStockholders pursuant to Section 14(i) shall in no event exceed an amount equal\nto 75% of the number of shares of 24\/7 Common Stock actually deliverable to the\nStockholders, multiplied by the average of the closing prices per share of the\n24\/7 Common Stock on the five trading days from the Effective Date;\n\n             (iv) neither any Stockholder of the Company, on the one hand, nor\n24\/7 or any of its affiliates, on the other, shall be entitled to\nindemnification for Losses arising out of matters referred to in Section 14(i)\nor 15(i), as applicable, unless it shall have given written notice to the\nindemnifying party, setting forth its claim for indemnification in reasonable\ndetail, within the period from the Closing Date until the applicable period of\nsurvival as set forth in Section 16(a) hereof;\n\n             (v) an indemnified party shall promptly give written notice to the\nindemnifying party after the indemnified party has knowledge that any legal\nproceeding has been instituted or any claim has been asserted in respect of\nwhich indemnification may be sought\n\n\n                                      -38-\n\n\n\n\n\nunder the provisions of Sections 14 or 15. If the indemnifying party, within 30\ndays after the indemnified party has given such notice (or within such shorter\nperiod of time as an answer or other responsive motion may be required), shall\nhave acknowledged in writing his or its obligation to indemnify, then the\nindemnifying party shall have the right to control the defense of such claim or\nproceeding, and the indemnifying party shall not settle or compromise such claim\nor proceeding without the written consent of the indemnified party. The\nindemnified party may in any event participate in any such defense with his or\nits own counsel and at his or its own expense; and\n\n             (vi) the indemnified party shall be kept fully informed by the\nindemnifying party of such action, suit or proceeding at all stages thereof,\nwhether or not he or it is represented by counsel. The indemnifying party shall,\nat the indemnifying party's expense, make available to the indemnified party and\nits attorneys and accountants all books and records of the indemnifying party\nrelating to such action, suit or proceeding, and the parties hereto agree to\nrender to each other such assistance as they may reasonably require of each\nother in order to ensure the proper and adequate defense of any such action,\nsuit or proceeding.\n\n          (c) Offset Procedures. Without limiting any rights or remedies\navailable to 24\/7, in accordance with the provisions of the Escrow Agreement,\n24\/7 shall be entitled, from time to time, to receive from the Escrow Agent or\nto otherwise offset from any other shares deliverable hereunder, the number of\nshares of 24\/7 Common Stock having a value equal to the Losses of 24\/7 as to\nwhich 24\/7 is entitled to be indemnified pursuant to Section 14 above, all as\nmore fully set forth in the Escrow Agreement. For purposes of this Section 16(c)\nand the Escrow Agreement, the value of 24\/7 Common Stock to be delivered to\ncover Losses shall be the average of the closing prices of the 24\/7 Common Stock\non the five trading days preceding the delivery of the shares to 24\/7 in\naccordance with the provisions of the Escrow Agreement.\n\n          (d) Delivery of Notice. 24\/7 shall deliver such written notices to\nsuch parties and at such times as required by the provisions of the Escrow\nAgreement, and the releases of shares provided for in Sections 1(f) and 16(c)\nshall be governed by the provisions of the Escrow Agreement. 24\/7 and the\nCompany agree to promptly deliver a written notice to the Stockholders upon any\ndetermination that a claim for Losses under Section 14 or 15 is reasonably\nlikely to exist.\n\n          (e) Indemnification of Directors and Officers of the Company. Except\nwith respect to the contemplated reincorporation of the Surviving Corporation in\nthe State of Delaware, 24\/7 (A) will not take or knowingly permit to be taken\nany action to alter or impair any exculpatory or indemnification provisions now\nexisting in the Charter or Bylaws of the Company for the benefit of any\nindividual who served as officer of the Company at any time prior to the\nEffective Time, and (B) shall cause the Surviving Corporation to honor and\nfulfill such provisions until the date which is two years from the Effective\nTime; provided, however, in the event any claim is commenced within such\ntwo-year period, such indemnification provisions shall continue in effect until\nthe final disposition thereof.\n\n\n\n                                      -39-\n\n\n\n\n\n     17. Resale Restrictions.\n\n         (a) During the period of one year after the Effective Date, each\nStockholder will not sell, offer to sell, solicit an offer to buy, contract to\nsell, pledge, hypothecate, lend, transfer, grant an option for the sale of, or\notherwise transfer or dispose of, or cause the transfer or disposition of, or\nenter into any hedging or other derivative transaction for, any shares of 24\/7\nCommon Stock, or any securities convertible into or exchangeable or exercisable\nfor any shares of 24\/7 Common Stock (for purposes of this Section 17, \"dispose\nof\"), in each case, whether held by the undersigned on the date hereof or\nhereafter acquired, with respect to any shares of 24\/7 Common Stock or any\nsecurities convertible into or exchangeable or exercisable for any shares of\n24\/7 Common Stock. In accordance with the terms of this Section 17(a), the\nStockholders may dispose of the 400,000 shares of 24\/7 Common Stock issued to\nthe Stockholders on the Closing Date and up to an additional 440,000 shares of\nthe 24\/7 Common Stock issued to the Stockholders on or prior to November 30,\n2000, one year after the Closing Date (the \"Disposable Shares\").\n\n         (b) In addition to the restriction in Section 17(a), during the period\ncommencing on the Closing Date and ending on June 30, 2001, the Stockholders may\nnot dispose of the remaining shares of 24\/7 Common Stock , consisting of up to\n440,000 shares of 24\/7 Common Stock, to be received by such Stockholder during\nsuch period; provided, that this Section 17(b) does not apply to the Disposable\nShares.\n\n         (c) If, at the expiration of the applicable restrictions in Sections\n17(a) and 17(b), Rule 144 of the Securities Act does not permit the sale of such\nshares, 24\/7 will offer the Stockholders \"piggyback\" registration rights on\ncustomary terms and conditions.\n\n     18. Notices. All notices or other communications in connection with this \nAgreement shall be in writing and shall be considered given when personally \ndelivered or three days after when mailed by registered or certified mail,\npostage prepaid, return receipt requested, or by overnight courier as follows:\n\n         If to the Company:\n\n              IMAKE Software &amp; Services, Inc. \\\n              6700 Rockledge Drive \n              Bethesda, MD 20817\n              Attn: President\n\n         with a copy to:\n\n              Latham &amp; Watkins\n              1001 Pennsylvania Avenue, N.W., Suite 1300\n              Washington, D.C. 20004\n              Attn: James F. Rogers\n\n\n                                      -40-\n\n\n\n\n\n         If to 24\/7 or the Subsidiary:\n\n               24\/7 Media, Inc.\n               1250 Broadway, 28th Floor\n               New York, NY  10001\n               Attn:  General Counsel\n\n\n         with a copy to:\n\n               Proskauer Rose LLP\n               1585 Broadway\n               New York, NY  10036\n               Attn:  Ronald R. Papa, Esq.\n\nAny party may send any notice, request, demand, claim or other communication\nhereunder to the intended recipient at the address set forth above using any\nother means (including expedited courier, messenger service, telecopy, telex,\nordinary mail or electronic mail), but no such notice, request, demand, claim or\nother communication shall be deemed to have been duly given unless and until it\nactually is received by the intended recipient. Any party may change the address\nto which notices, requests, demands, claims and other communications hereunder\nare to be delivered by giving the other party notice in the manner set forth in\nthis Section 18.\n\n     19. Termination. This Agreement shall terminate if the Merger shall have\nnot been declared effective and consummated by March 31, 2000.\n\n     20. Entire Agreement. This Agreement (which includes the schedules and\nexhibits hereto), sets forth the parties' final and entire agreement with\nrespect to its subject matter and supersedes any and all prior and\ncontemporaneous understandings, representations, warranties and agreements\n(whether oral or written) with respect to the subject matter herein, other than\nthe Non-Solicitation and Confidentiality Agreement between 24\/7 and the Company.\nThis Agreement can be amended, supplemented or changed, and any provision hereof\ncan be waived, only by a written instrument making specific reference to this\nAgreement signed by the party against whom enforcement of any such amendment,\nsupplement, change or waiver is sought.\n\n     21. Successors. This Agreement shall be binding upon and shall inure to the\nbenefit of the parties hereto and their respective heirs, executors,\nadministrators, personal representatives, successors and assigns; provided,\nhowever, that neither this Agreement nor any right or obligation hereunder may\nbe assigned or transferred, except that 24\/7 or the Subsidiary may assign this\nAgreement and its rights hereunder to any direct or indirect wholly-owned\nsubsidiary of 24\/7.\n\n\n\n                                      -41-\n\n\n\n\n\n     22. Paragraph Headings. The paragraph and section headings in this\nAgreement are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement.\n\n     23. Other Discussions. Unless this Agreement shall have been terminated,\nthe Company (and any representatives of the Company) shall not, directly or\nindirectly, initiate, solicit, encourage, consider, entertain or otherwise\nconsider any other offers for or inquiries about, or hold discussions with any\nperson regarding, the acquisition of any assets or capital stock of the Company.\nThe Company (and any representatives of the Company) will not, directly or\nindirectly, engage in any negotiations concerning, provide any confidential\ninformation or data to, or have any discussions with, any person relating to the\nacquisition of any assets or capital stock of the Company, whether initiated\nbefore or after this Agreement. The Company (and any representatives of the\nCompany) will immediately cease and cause to be terminated any existing\nactivities, discussions or negotiations with any parties conducted heretofore\nwith respect to the acquisition of any assets or capital stock of the Company.\nThe Company will notify 24\/7 immediately of any inquiries or proposals received\nby the Company and the name of such person and the material terms and conditions\nof any proposals or offers.\n\n     24. Fees and Expenses. Each party hereto will pay its own fees and\nexpenses, including, without limitation, legal, accounting and other\nprofessional fees and expenses, incurred in connection with the execution,\ndelivery and performance of this Agreement, whether or not the Merger is\nconsummated.\n\n     25. Severability. If any provision of this Agreement shall be held by any\ncourt of competent jurisdiction to be illegal, invalid or unenforceable, such\nprovision shall be construed and enforced as if it had been more narrowly drawn\nso as not to be illegal, invalid or unenforceable, and such illegality,\ninvalidity or unenforceability shall have no effect upon and shall not impair\nthe enforceability of any other provision of this Agreement.\n\n     26. Governing Law and Consent to Jurisdiction. This Agreement shall be\ngoverned by and construed and interpreted in accordance with the internal laws\nof the State of New York. The state courts of the State of New York in New York\nCounty and, if the jurisdictional prerequisites exist at the time, the United\nStates District Court for the Southern District of New York, shall have sole and\nexclusive jurisdiction to hear and determine any dispute or controversy arising\nunder or concerning this Agreement. In any action or proceeding concerning such\ndispute or controversy, the parties consent to such jurisdiction and waive\npersonal service of any summons, complaint or other process; a summons or\ncomplaint in any such action or proceeding may be served by mail in accordance\nwith Section 18.\n\n     27. Counterparts. This Agreement may be executed by facsimile and in one or\nmore counterparts, each of which shall be deemed an original, but all of which\ntaken together shall constitute one and the same instrument.\n\n\n\n                                      -42-\n\n\n\n\n\n     28. Definition of Knowledge. As used herein, the words \"knowledge\",\n\"knowledge\" or \"known\" shall, (i) with respect to the Company or Company\nmanagement, mean the actual knowledge of the corporate executive officers of the\nCompany, in each case after such individuals have made due and diligent inquiry\nas to the matters which are the subject of the statements which are \"known\" by\nthe Company or made to the \"knowledge\" or \"knowledge\" of the Company, (ii) with\nrespect to 24\/7 or 24\/7 management, mean the actual knowledge of the corporate\nexecutive officers of 24\/7, in each case after such individuals have made due\nand diligent inquiry as to the matters which are the subject of the statements\nwhich are \"known\" by 24\/7 or made to the \"knowledge\" or \"knowledge\" of 24\/7, and\n(iii) with respect to the Subsidiary or the Subsidiary management, mean the\nactual knowledge of the corporate executive officers of 24\/7 or the Subsidiary,\nin each case after such individuals have made due and diligent inquiry as to the\nmatters which are the subject of the statements which are \"known\" by the\nSubsidiary or made to the \"knowledge\" or \"knowledge\" of the Subsidiary.\n\n     29. No Third-Party Beneficiaries. This Agreement shall not confer any\nrights or remedies upon any person or entity other than the parties and their\nrespective successors and permitted assigns; provided, however, that the\nprovisions in Section 16(e) above concerning indemnification are intended for\nthe benefit of the individuals specified therein and their respective legal\nrepresentatives.\n\n    [Signature pages to follow]\n\n\n\n                                      -43-\n\n\n\n\n\n\n     [SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]\n\n     IN WITNESS WHEREOF, the parties have duly executed this Agreement on the\ndate first above written.\n\n\n24\/7 MEDIA, INC.\n\n\nBy: \n   -------------------------------\n   Name:  David J. Moore\n   Title:  Chief Executive Officer\n\nMERCURY HOLDING COMPANY\n\n\nBy:  \n   ----------------------------\n   Name:  David J. Moore\n   Title:    President\n\nIMAKE SOFTWARE &amp; SERVICES, INC.\n\n\nBy:\n   ----------------------------\n   Name:\n   Title:\n\nIMAKE CONSULTING, INC.\n\n\nBy: \n   ----------------------------\n   Name:\n   Title:\n\n\n\n\n                                      -44-\n\n\n\n\n\nINDIVIDUAL STOCKHOLDERS:\n\n\n-------------------------------\nMark L. Schaszberger\n\n\n-------------------------------\nTrami Tran\n\n\n\n                                      -45-\n\n\n\n\n\n                                    SCHEDULES\n\nSchedule 1               Ownership Table and Merger Consideration\nSchedule 1(e)            Directors and Officers\nSchedule 1(f)(ii)        Invoices and Budgeted Projects\nSchedule 2(a)            Organization and Qualification\nSchedule 2(c)            Conflicts, Required Filings and Consents\nSchedule 2(d)            Options and Reserved Shares\nSchedule 2(g)            Liabilities\nSchedule 2(h)            No Adverse Change\nSchedule 2(i)            Taxes\nSchedule 2(j)            Title to Properties; Absence of Encumbrances\nSchedule 2(k)            Real and Personal Property\nSchedule 2(l)(i)         Patents, Trademarks and Copyrights\nSchedule 2(l)(iv)        Third Party Intellectual Property\nSchedule 2(l)(x)         No Trade Violations\nSchedule 2(m)            Contracts, Leases, Licenses and Commitments; Customers \n                              and Suppliers\nSchedule 2(n)            Permits; Compliance with Laws\nSchedule 2(p)            Employee Benefits Plans\nSchedule 2(q)            Insurance\nSchedule 2(r)            Litigation\nSchedule 2(u)            Transactions with Affiliates\nSchedule 2(x)            Officers and Directors, Bank Accounts, etc.\nSchedule 2(y)            Year 2000\nSchedule 4(c)            Conduct of Business\n\n\n\n\n\n\n\n\n\n                                    EXHIBITS\n\nExhibit A     Escrow Agreement\nExhibit B     Reorganization\nExhibit C     Form of Employment Agreement\nExhibit D     Form of Non-Competition and Non-Disclosure Agreement\nExhibit E     Opinion of Latham &amp; Watkins\nExhibit F     Opinion of Ballard Spahr Andrews &amp; Ingersoll\nExhibit G     Release\nExhibit H     Opinion of Proskauer Rose LLP\n\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                           Page\n\n1.    The Merger............................................................-1-\n      (a)  The Merger.......................................................-1-\n      (b)  Effective Time; Closing..........................................-2-\n      (c)  Effect of the Merger.............................................-2-\n      (d)  Certificate of Incorporation; Bylaws.............................-2-\n      (e)  Directors and Officers...........................................-2-\n      (f)  Consideration; Conversion of Securities..........................-2-\n      (g)  Surrender and Payment............................................-6-\n      (h)  Reorganization...................................................-7-\n\n2.    Representations and Warranties of the Company and the Stockholders....-7-\n\n      (a)  Organization and Qualification; Organizational Documents.........-7-\n      (b)  Ownership and Delivery of the Shares; Authority Relative to \n             this Agreement.................................................-8-\n      (c)  No Conflicts, Required Filings and Consents......................-8-\n      (d)  Capitalization...................................................-9-\n      (e)  Subsidiaries and Affiliates.....................................-10-\n      (f)  Financial Statements; Accounts Receivable.......................-10-\n      (g)  Liabilities.....................................................-10-\n      (h)  No Adverse Change...............................................-10-\n      (i)  Taxes...........................................................-11-\n      (j)  Title to Properties; Absence of Encumbrances....................-12-\n      (k)  Real and Personal Property......................................-12-\n      (l)  Patents, Trademarks and Copyrights..............................-13-\n      (m   Contracts, Leases, Licenses and Commitments; Customers \n             and Suppliers.................................................-16-\n      (n)  Permits; Compliance with Laws...................................-16-\n      (o)  Employees.......................................................-17-\n      (p)  Employee Benefit Plans..........................................-17-\n      (q)  Insurance.......................................................-19-\n      (r)  Litigation......................................................-19-\n      (s)  Environmental Matters...........................................-19-\n      (t)  Restrictions on Business Activities.............................-19-\n      (u)  Transactions with Affiliates....................................-20-\n      (v)  Books and Records...............................................-20-\n      (w)  Improper Payments...............................................-20-\n      (x)  Officers, Bank Accounts, etc....................................-20-\n      (y)  Year 2000.......................................................-21-\n      (z)  Disclosure......................................................-22-\n      (aa) Legends.........................................................-22-\n      (bb) Condition and Sufficiency of Assets.............................-22-\n\n\n                                       -i-\n\n\n\n\n\n      (cc) Acquisition of Stock for Investment.............................-22-\n      (dd) Hart-Scott-Rodino...............................................-23-\n\n3.    Representations and Warranties of 24\/7 and the Subsidiary............-23-\n      (a)  Organization and Qualification; Organizational Documents........-23-\n      (b)  Authority Relative to this Agreement............................-24-\n      (c)  No Conflict, Required Filings and Consents......................-24-\n      (d)  Capitalization..................................................-25-\n      (e)  SEC Filings, Financial Statements...............................-26-\n      (f)  No Adverse Change...............................................-26-\n      (g)  Litigation......................................................-27-\n      (h)  Ownership of the Subsidiary; No Prior Activities................-27-\n      (i)  Taxes...........................................................-27-\n\n4.    Covenants of the Company.............................................-28-\n      (a)  Actions.........................................................-28-\n      (b)  Access by 24\/7..................................................-28-\n      (c)  Conduct of Business.............................................-28-\n      (d)  Notification of Certain Matters.................................-29-\n      (e)  Further Action..................................................-29-\n      (f)  Public Announcements............................................-30-\n      (g)  Government Compliance...........................................-30-\n\n5.    Covenants of 24\/7 and the Subsidiary.................................-30-\n      (a)  Actions.........................................................-30-\n      (b)  Notification of Certain Matters.................................-30-\n      (c)  Further Action..................................................-30-\n      (d)  Public Announcements............................................-30-\n      (e)  Government Compliance...........................................-30-\n      (f)  Employee Rights.................................................-31-\n\n6.    Conditions Precedent to Obligations of 24\/7 and the Subsidiary.......-31-\n      (a)  Representations and Warranties..................................-31-\n      (b)  Performance by the Company......................................-31-\n      (c)  Certificate.....................................................-31-\n      (d)  Employment Agreement............................................-31-\n      (e)  Opinion of Counsel to the Company...............................-31-\n      (f)  Consents........................................................-31-\n      (g)  Litigation......................................................-32-\n      (h)  Proceedings.....................................................-32-\n      (i)  No Violation....................................................-32-\n      (j)  Material Adverse Change.........................................-32-\n      (k)  Release.........................................................-32-\n      (l)  Certificate.....................................................-33-\n\n                                      -ii-\n\n\n\n\n\n\n7.    Conditions Precedent to Obligations of the Company...................-33-\n      (a)  Representations and Warranties..................................-33-\n      (b)  Performance by 24\/7 and the Subsidiary..........................-33-\n      (c)  Certificate.....................................................-33-\n      (d)  Employment Agreement............................................-33-\n      (e)  Opinion of Counsel to 24\/7 and the Subsidiary...................-33-\n      (f)  Litigation......................................................-33-\n      (g)  Material Adverse Change.........................................-34-\n      (h)  Consents........................................................-34-\n      (i)  Proceedings.....................................................-34-\n      (j)  No Violation....................................................-34-\n\n8.    Closing Deliveries...................................................-34-\n      (a)  Deliveries of the Company.......................................-34-\n      (b)  24\/7 and Subsidiary Deliveries..................................-35-\n\n9.    Restrictive Covenants: Confidentiality...............................-35-\n\n10.   Brokers..............................................................-36-\n\n11.   Covenant Regarding Tax Free Reorganization Treatment.................-36-\n\n12.   Covenant of IMAKE Consulting.........................................-37-\n\n13.   Covenant of 24\/7.....................................................-37-\n\n14.   Indemnification by the Stockholders and IMAKE Consulting.............-37-\n\n15.   Indemnification by 24\/7..............................................-37-\n\n16.   Further Provisions Regarding Indemnification.........................-38-\n      (a)  Survival........................................................-38-\n      (b)  Limitations.....................................................-38-\n      (c)  Offset Procedures...............................................-39-\n      (d)  Delivery of Notice..............................................-39-\n      (e)  Indemnification of Directors and Officers of the Company........-39-\n\n17.   Resale Restrictions..................................................-40-\n\n18.   Notices..............................................................-40-\n\n19.   Termination..........................................................-41-\n\n\n\n                                      -iii-\n\n\n\n\n20.   Entire Agreement.....................................................-41-\n\n21.   Successors...........................................................-41-\n\n22.   Paragraph Headings...................................................-42-\n\n23.   Other Discussions....................................................-42-\n\n24.   Fees and Expenses....................................................-42-\n\n25.   Severability.........................................................-42-\n\n26.   Governing Law and Consent to Jurisdiction............................-42-\n\n27.   Counterparts.........................................................-42-\n\n28.   Definition of Knowledge..............................................-43-\n\n29.   No Third-Party Beneficiaries.........................................-43-\n\n\n\n                                      -iv-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9622,9626],"class_list":["post-42995","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42995","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42995"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42995"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42995"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42995"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}