Exhibit
4.4


 


REGISTRATION RIGHTS
AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement“),
dated as of September 26, 2003, by and among 24/7 Real Media, Inc., a Delaware
corporation, with headquarters located at 1250 Broadway, 27th Floor,
New York, New York 10001 (the “Company“), and the investors listed on the
Schedule of Buyers attached hereto (each, a “Buyer“ and collectively, the
“Buyers”).


 


WHEREAS:


 


A.            In
connection with the Securities Purchase Agreement by and among the parties
hereto dated as of as of the date hereof (the “Securities Purchase Agreement“),
the Company has agreed, upon the terms and subject to the conditions of the
Securities Purchase Agreement, to issue and sell on the date hereof to each
Buyer (i) subordinated convertible debentures of the Company (the “Debentures”) which shall be convertible
into shares of the Company’s common stock, par value $.01 per share (the “Common Stock“)
(as converted, the “Conversion Shares”)
in accordance with the terms of the Debentures, and (ii) warrants (the “Warrants“)
which will be exercisable to purchase shares of Common Stock (as exercised
collectively, the “Warrant Shares“);


 


B.            To
induce the Buyers to execute and deliver the Securities Purchase Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933
Act“), and applicable state securities laws.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and each of the Buyers hereby agree as
follows:


 


1.             Definitions.


 


As used in this Agreement, the following terms shall
have the following meanings:


 


a.             “Business Day“ means any day other than
Saturday, Sunday or any other day on which commercial banks in The City of New
York are authorized or required by law to remain closed.


 


b.             “Investor“ means a Buyer, any transferee or
assignee thereof to whom a Buyer assigns its rights under this Agreement and
who agrees to become bound by the provisions of this Agreement in accordance
with Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.


 

















 


c.             “Person“ means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and governmental or any department or agency
thereof.


 


d.             “register,” “registered,” and “registration”
refer to a registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis (“Rule 415“), and the declaration or ordering
of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the “SEC“).


 


e.             “Registrable Securities“ means (i) the
Conversion Shares issued or issuable upon conversion of all of the Debentures,
(ii) the Interest Shares (as defined in the Debentures) issued or issuable
under the Debentures, (iii) the Repayment Shares (as defined in the Debentures)
issued or issuable under the Debentures, (iv) the Warrant Shares issued or
issuable upon exercise of the Warrants and (v) any shares of capital stock issued
or issuable with respect to the Debentures, the Conversion Shares, the Interest
Shares, the Repayment Shares, the Warrant Shares or the Warrants as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, without regard to any limitations on conversions of the Debentures
or exercise of the Warrants.


 


f.              “Registration Statement“ means a
registration statement or registration statements of the Company filed under
the 1933 Act covering the Registrable Securities.


 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Securities
Purchase Agreement.


 


2.             Registration.


 


a.             Mandatory
Registration.  The Company shall
prepare, and, as soon as practicable but in no event later than 30 days after
the date hereof (the “Filing Deadline“), file with the SEC a
Registration Statement on Form S-3 covering the resale of all of the
Registrable Securities.  In the event
that Form S-3 is unavailable for such a registration, the Company shall use
such other form as is available for such a registration, subject to the
provisions of Section 2(d).  The
Registration Statement prepared pursuant hereto shall register for resale at
least 13,500,000 shares, subject to adjustment as provided in Section
2(e).  The Company shall use its best
efforts to have the Registration Statement declared effective by the SEC as
soon as practicable, but in no event later than the date which is (i) in the event
that the Registration Statement is not subject to a full review by the SEC, 90
days after the date hereof or (ii) in the event that the Registration Statement
is subject to a full review by the SEC, 120 days after the date hereof (the “Effectiveness
Deadline“).


 


b.             Allocation
of Registrable Securities.  The
initial number of Registrable Securities included in any Registration Statement
and each increase in the number of Registrable Securities included therein
pursuant to Section 2(e) shall be allocated pro rata among the Investors based
on the number of Registrable Securities held by each Investor at the time the


 


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Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC.  In the event that an Investor sells or
otherwise transfers any of such Investor’s Registrable Securities, each
transferee shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such
transferor.  Any shares of Common Stock
included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the
number of Registrable Securities then held by such Investors which are covered
by such Registration Statement.  In no
event shall the Company include any securities other than Registrable
Securities on any Registration Statement without the prior written consent of
Buyers holding at least a majority of the Registrable Securities.


 


c.             Legal
Counsel.  Subject to Section 5
hereof, the Investors holding at least a majority of the Registrable Securities
shall have the right to select one legal counsel to review and oversee any
registration pursuant to this Section 2 (“Legal
Counsel“), which shall initially be Schulte Roth & Zabel LLP or
such other counsel as thereafter designated by the holders of at least a
majority of the Registrable Securities.


 


d.             Ineligibility
for Form S-3.  In the event that
Form S-3 is not available for the registration of the resale of Registrable
Securities hereunder, the Company shall (i) register the resale of the
Registrable Securities on another appropriate form reasonably acceptable to the
holders of at least a majority of the Registrable Securities and (ii) undertake
to register the Registrable Securities on Form S-3 as soon as such form is
available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared
effective by the SEC.


 


e.             Sufficient
Number of Shares Registered.  In the
event the number of shares available under a Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable
Securities required to be covered by such Registration Statement or an
Investor’s allocated portion of the Registrable Securities pursuant to Section
2(b), the Company shall amend the applicable Registration Statement, or file a
new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover at least 130% of the number of such
Registrable Securities as of the trading day immediately preceding the date of
the filing of such amendment or new Registration Statement, in each case, as
soon as practicable, but in any event not later than fifteen (15) Trading Days
after the Company becomes aware of the necessity therefor arises.  The Company shall use its best efforts to
cause such amendment and/or new Registration Statement to become effective as
soon as reasonably practicable following the filing thereof.  For purposes of the foregoing provision, the
number of shares available under a Registration Statement shall be deemed
“insufficient to cover all of the Registrable Securities” if at any time the
number of shares of Common Stock available for resale under such Registration
Statement is less than 115% of the number of Registrable Securities issued and
issuable upon conversion of the Debentures and exercise of the Warrants
excluding Registrable Securities which have been sold or transferred pursuant
to such Registration Statement.  The
calculation set forth in the foregoing sentence shall be made without regard to
any limitations on the conversion of the Debentures or the exercise of the
Warrants and such


 


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calculation shall assume that the Debentures and the Warrants are
convertible or exercisable into shares of Common Stock and the maximum number
of Interest Shares under the Debentures, assuming the initial outstanding
principal amount of the Debentures remains outstanding through the Original
Maturity Date (as defined in the Debentures) and assuming no conversions or
redemptions of the Debentures prior to the Original Maturity Date, are issuable
at the then prevailing Interest Conversion Price ( as defined in the
Debentures), the Conversion Rate (as defined in the Debentures) or Warrant
Exercise Price (as defined in the Warrants), as applicable.


 


f.              Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement.  If (i) a Registration
Statement covering all the Registrable Securities required to be covered
thereby and required to be filed by the Company pursuant to this Agreement is
(A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared
effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any day
after such Registration Statement has been declared effective by the SEC sales
of all the Registrable Securities required to be included on such Registration
Statement cannot be made (other than during an Allowable Grace Period (as
defined in Section 3(r)) pursuant to such Registration Statement (including,
without limitation, because of a failure to keep such Registration Statement
effective, to disclose such information as is necessary for sales to be made
pursuant to such Registration Statement or to register sufficient shares of
Common Stock)(a “Maintenance Failure”),
then, as partial relief for the damages to any holder by reason of any such
delay in or reduction of its ability to sell the underlying shares of Common
Stock (which remedy shall not be exclusive of any other remedies available at
law or in equity), the Company shall pay to each holder of Debentures relating
to such Registration Statement:  on the
earlier of (A) the last day of each 30 day period after a Filing Failure, an
Effectiveness Failure and the initial day of a Maintenance Failure, as the case
may be until such event is cured, or (B) on the third Trading Day after any
such Filing Failure, Effectiveness Failure or Maintenance Failure is cured, an
amount in cash equal to the product of (i) the aggregate Principal (as defined
in the Debentures) of such Investor’s Debentures convertible into Conversion
Shares included in such Registration Statement multiplied by (y) 0.02, provided,
however, that such payment shall apply on a pro-rata basis for any
portion of a 30 day period prior to the cure of a Filing Failure, Effectiveness
Failure or Maintenance Failure as applicable; and, provided  further,
that any payment made pursuant to clause (B) of this sentence shall relieve the
Company of its obligation to make any payment pursuant to clause (A) of this
sentence with respect to the first thirty day period following such Filing
Failure, Effectiveness Failure or Maintenance Failure.  The payments to which a holder shall be
entitled pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.”  Registration Delay Payments shall be paid on
the earlier of (I) the last day of the calendar month during which such Registration
Delay Payments are incurred and (II) the third Trading Day after the event or
failure giving rise to the Registration Delay Payments is cured.  In the event the Company fails to make any
Registration Delay Payments pursuant to this Section 2(f) in a timely manner,
such Registration Delay Payments shall bear interest at the rate of 1.5% per
month, or such lower maximum amount as is permitted by law, (prorated for
partial months) until paid in full.


 


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3.             Related
Obligations.


 


At such time as the Company is obligated to file a
Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e), the
Company will use its best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following obligations:


 


a.             The Company shall submit to the SEC, within
two (2) Business Days after the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff of the SEC has
no further comments on a particular Registration Statement, as the case may be,
a request for acceleration of effectiveness of such Registration Statement to a
time and date not later than 48 hours after the submission of such
request.  The Company shall keep
each Registration Statement effective pursuant to Rule 415 at all times until
the earlier of (i) the date as of which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without
restriction pursuant to Rule 144(k) (or successor thereto) promulgated under
the 1933 Act or (ii) the date on which the Investors shall have sold all the
Registrable Securities covered by such Registration Statement (the “Registration Period“).  The
Company shall ensure that each Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein (in
the case of prospectuses, in the light of the circumstances in which they were
made) not misleading.


 


b.             The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which
prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act,
as the Company determines may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in such Registration Statement.  In the case of amendments and supplements to
a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Securities Exchange Act of 1934, as amended (the “1934 Act“), the Company shall have
incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement
for the Company to amend or supplement such Registration Statement.


 


c.             The
Company shall (A) permit Legal Counsel to review and comment upon (i) a
Registration Statement at least four (4) Business Days prior to its filing with
the SEC and (ii) all amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K and any similar or successor reports) within two
Business Days prior to their filing with the


 


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SEC, and (B) not file any Registration Statement or amendment or
supplement thereto in a form to which the Investors holding a majority of the
Registrable Securities reasonably objects. 
The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement or any amendment or supplement
thereto without the prior approval of the Investors holding a majority of the
Registrable Securities, which consent shall not be unreasonably withheld,
conditioned or delayed.  The Company
shall furnish to Legal Counsel, without charge, (i) copies of any
correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to any Registration Statement, and (ii) upon the
effectiveness of any Registration Statement, one copy of the prospectus
included in such Registration Statement and all amendments and supplements
thereto.


 


d.             The
Company shall furnish to each Investor whose Registrable Securities are
included in any Registration Statement, without charge,  (i) promptly after the same is prepared and
filed with the SEC and not otherwise available on the EDGAR system, one copy of
such Registration Statement and any amendment(s) thereto (including financial
statements and schedules), all documents (including exhibits) incorporated
therein by reference, and each preliminary prospectus, (ii) upon the
effectiveness of any Registration Statement, ten (10) copies of the prospectus
included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as such Investor may reasonably
request) and (iii) such other documents not available on the EDGAR system as
such Investor may reasonably request from time to time, including copies of any
preliminary or final prospectus, in order to facilitate the disposition of the
Registrable Securities owned by such Investor.


 


e.             The
Company shall use its reasonable best efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale by
Investors of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the
United States as the Investor may reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. 
The Company shall promptly notify Legal Counsel and each Investor who
holds Registrable Securities of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of
any jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.


 


f.              The
Company shall notify Legal Counsel and each Investor in writing of the happening
of any event, as promptly as practicable after becoming aware of such event, as
a result of which the prospectus included in a Registration Statement, as then
in effect,


 


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includes an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material,
nonpublic information), and, subject to Section 3(r), promptly prepare a
supplement or amendment to such Registration Statement to correct such untrue
statement or omission, and deliver ten (10) copies of such supplement or
amendment to Legal Counsel and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably request).  The Company shall also promptly notify Legal
Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective (notification of
such effectiveness shall be delivered to Legal Counsel and each Investor by
facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to a Registration
Statement or related prospectus or related information, and (iii) of the
Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.


 


g.             The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration Statement, or
the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction and, if such an order or suspension is issued, to
obtain the withdrawal of such order or suspension at the earliest possible
moment and to notify Legal Counsel and each Investor who holds Registrable
Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding
for such purpose.


 


h.             If
any Investor is required under applicable securities law to be described in the
Registration Statement as an underwriter, at the reasonable request of such
Investor, the Company shall furnish to such Investor, on the date of
effectiveness of the Registration Statement and thereafter from time to time on
such dates as an Investor may reasonably request (i) a letter, dated such date,
from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the Investors,
and (ii) an opinion, dated as of such date, of counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the
Investors.


 


i.              Upon
the written request of one Investor (as may be designated by the holders of at
least a majority of the Registrable Securities) in connection with any
Investor’s due diligence requirements, if any, the Company shall make available
for inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of
accountants or other agents retained by the Investors (collectively, the “Inspectors“), all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records“), as
shall be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree in
writing (in a form reasonably acceptable to the Company) to hold in strict
confidence and shall not make any disclosure (except to an Investor) or use of
any Record or other information which the Company determines in good faith to
be


 


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confidential, and of which determination the Inspectors are so
notified, unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is
otherwise required under the 1933 Act, (b) the release of such Records is
ordered pursuant to a final, non-appealable subpoena or order from a court or
government body of competent jurisdiction, or (c) the information in such Records
has been made generally available to the public other than by disclosure in
violation of this or any other agreement of which the Inspector has
knowledge.  Each Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court
or governmental body of competent jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.  Nothing herein (or in any other
confidentiality agreement between the Company and any Investor) shall be deemed
to limit the Investors’ ability to sell Registrable Securities in a manner
which is otherwise consistent with applicable laws and regulations.


 


j.              The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company in writing unless (i) disclosure
of such information is necessary or desirable to comply with federal or state
securities laws or applicable rules and regulations of NASDAQ or any other
relevant market or exchange, (ii) the disclosure of such information is
necessary or desirable to avoid or correct a misstatement or omission in any
Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement of which the Company has knowledge.  The Company agrees that it shall, upon
learning that disclosure of such information concerning an Investor is sought
in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to such Investor and allow such
Investor, at the Investor’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.


 


k.             The
Company shall use its best efforts either to (i) cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities
exchange on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure designation and
quotation of all the Registrable Securities covered by a Registration Statement
on The Nasdaq SmallCap Market.  The
Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(k).


 


l.              If
requested by the Investors holding a majority of the Registrable Securities,
the Company shall cooperate with the Investors who hold Registrable Securities
being offered and, to the extent applicable, facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Registration Statement
and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such
names as the Investors may request.


 


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m.            If
requested by an Investor, the Company shall (i) as soon as practicable
incorporate in a prospectus supplement or post-effective amendment such
information as an Investor reasonably requests in writing to be included
therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of
Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to
be sold in such offering; (ii) as soon as practicable make all required filings
of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) as soon as practicable, supplement or make
amendments to any Registration Statement if reasonably requested by an Investor
holding any Registrable Securities.


 


n.             The
Company shall use its best efforts to cause the Registrable Securities covered
by a Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.


 


o.             The
Company shall make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earning statement (in form complying with, and in the
manner provided by, the provisions of Rule 158 under the 1933 Act) covering a
twelve-month period beginning not later than the first day of the Company’s
fiscal quarter next following the effective date of a Registration Statement.


 


p.             The
Company shall otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration
hereunder.


 


q.             Within
two (2) Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and
shall cause legal counsel for the Company to deliver, to the transfer agent for
such Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.


 


r.              Notwithstanding
anything to the contrary herein, at any time after the Registration Statement
has been declared effective by the SEC, the Company may delay the disclosure of
material non-public information concerning the Company the disclosure of which
at the time is not, in the good faith opinion of the Board of Directors of the
Company and its counsel, in the best interest of the Company and, in the
opinion of counsel to the Company, otherwise required (a “Grace Period“); provided,
that the Company shall promptly (i) notify the Investors in writing of the
existence of material non-public information giving rise to a Grace Period
(provided that in each notice the Company will not disclose the content of such
material non-public information to the Investors) and the date on which the
Grace Period will begin, and (ii) notify the Investors in writing of the date
on which the Grace Period ends; and, provided further, that no Grace Period
shall exceed ten (10) consecutive Trading Days and during any


 


9

















 


three hundred sixty five (365) day period such Grace Periods shall not
exceed an aggregate of thirty (30) Trading Days and the first day of any Grace
Period must be at least two (2) Trading Days after the last day of any prior
Grace Period (each, an “Allowable Grace Period“).  For purposes of determining the length of a
Grace Period above, the Grace Period shall begin on and include the date the
Investors receive the notice referred to in clause (i) and shall end on and
include the later of the date the Investors receive the notice referred to in
clause (ii) and the date referred to in such notice.  The provisions of Section 3(f) hereof shall not be applicable
during the period of any Allowable Grace Period.  Upon expiration of the Grace Period, the Company shall again be
bound by the first sentence of Section 3(f) with respect to the information
giving rise thereto unless such material non-public information is no longer
applicable.  Each Investor agrees to
keep confidential any information provided by the Company pursuant to this
Section 3(r) until the Company shall have made public disclosure of such
information within the meaning of Rule 101(e) of Regulation FD.  Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to deliver unlegended shares of
Common Stock to a transferee of an Investor in accordance with the terms of the
Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for
sale, and delivered a copy of the prospectus included as part of the applicable
Registration Statement, prior to the Investor’s receipt of the notice of a Grace
Period and for which the Investor has not yet settled.


 


4.             Obligations Of The
Investors.


 


a.             At
least seven (7) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor in writing of the
information the Company requires from each such Investor if such Investor
elects to have any of such Investor’s Registrable Securities included in such
Registration Statement.  It shall be a
condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor shall furnish, in a
manner consistent with the last sentence of this Section 4(a), to the Company
such information regarding itself, the Registrable Securities held by it and
the intended method of disposition of the Registrable Securities held by it as
shall be reasonably required to effect and maintain the effectiveness of the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.  All information provided to the Company by
an Investor pursuant to the prior sentence or pursuant to Section 3(m) hereof
shall be in writing, and such writing shall expressly acknowledge that the
information is being provided for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto.


 


b.             Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees
to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder, unless such Investor has notified the Company in writing of such Investor’s
election to exclude all of such Investor’s Registrable Securities from such
Registration Statement.


 


c.             Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first


 


10

















 


sentence of 3(f), such Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(g)
or the first sentence of 3(f) or receipt of notice that no supplement or
amendment is required.  Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver
unlegended shares of Common Stock to a transferee of an Investor in accordance
with the terms of the Securities Purchase Agreement in connection with any sale
of Registrable Securities with respect to which an Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(g) or the
first sentence of 3(f) and for which the Investor has not yet settled.


 


5.             Expenses of
Registration.


 


All reasonable expenses, other than underwriting
discounts and commissions (which shall be borne by the Investors), incurred in
connection with the performance of the Company’s obligations hereunder and
under the transactions contemplated hereby, including registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees,
and fees and disbursements of counsel for the Company shall be paid by the
Company.  The Company shall also
reimburse the Investors for the fees and disbursements of Legal Counsel in
connection with registration, filing or qualification pursuant to Sections 2
and 3 of this Agreement which amount shall be limited to $5,000 for each
Registration Statement.


 


6.             Indemnification.


 


In the event any Registrable Securities are included
in a Registration Statement under this Agreement:


 


a.             To
the fullest extent permitted by law, the Company will, and hereby does, indemnify,
hold harmless and defend each Investor, the directors, officers, partners,
employees, agents, representatives of, and each Person, if any, who controls
any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person“), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or
several (collectively, “Claims“),
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified
Damages“), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: 
(i) any untrue statement or alleged untrue statement of a material fact
in a Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing“),
or the omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained
in any preliminary


 


11

















 


prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in the light of the circumstances under
which the statements therein were made, not misleading, (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any material violation
of this Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations“).  Subject to Section 6(c), the Company shall
reimburse the Indemnified Persons, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section
6(a):  (w) shall not apply to a Claim by
an Indemnified Person arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for
use in connection with the preparation of the Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(d); (x) with respect to any
preliminary prospectus, shall not inure to the benefit of any such Indemnified
Person from whom the Person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any Person
controlling such Person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as
then amended or supplemented, and if such prospectus was timely made available
by the Company pursuant to Section 3(d), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the
use giving rise to a violation and such Indemnified Person, notwithstanding
such advice, used it or failed to deliver the correct prospectus as required by
the 1933 Act and such correct prospectus was timely made available pursuant to
Section 3(d); (y) shall not be available to the extent such Claim is based on a
failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, including a corrected prospectus, if such
prospectus or corrected prospectus was timely made available by the Company
pursuant to Section 3(d); and (z) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or
delayed.  Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.


 


b.             In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of
its officers who signs the Registration Statement and each Person, if any, who
controls the Company within the meaning of the 1933 Act or the 1934 Act (each,
an “Indemnified Party“), against
any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent,


 


12

















 


and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such
Investor expressly for use in connection with such Registration Statement or
any post-effective amendment thereof or supplement thereto or any prospectus
contained therein; and, subject to Section 6(c), such Investor will reimburse
any legal or other expenses reasonably incurred by an Indemnified Party in
connection with investigating or defending any such Claim as promptly as such
expenses are incurred and are due and payable; provided, however, that the
indemnity agreement contained in this Section 6(b) and the agreement with
respect to contribution contained in Section 7 shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior
written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that an Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to such Investor as a result of the
sale of Registrable Securities pursuant to such Registration Statement.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9.


 


c.             Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section
6 of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of
not more than one counsel for such Indemnified Person or Indemnified Party to
be paid by the indemnifying party, if, in the reasonable opinion of the
Indemnified Person or the Indemnified Party, as the case may be, the representation
by such counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other
party represented by such counsel in such proceeding.  In the case of an Indemnified Person, legal counsel referred to
in the immediately preceding sentence shall be selected by the Investors
holding at least a majority in interest of the Registrable Securities included
in the Registration Statement to which the Claim relates.  The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim.  The indemnifying party shall
keep the Indemnified Party or Indemnified Person fully apprised at all times as
to the status of the defense or any settlement negotiations with respect
thereto.  No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to
entry of any judgment or enter into any


 


13

















 


settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim or litigation. 
Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all third parties, firms or corporations relating to the
matter for which indemnification has been made.  The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or
Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.


 


d.             The
indemnification required by this Section 6 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.


 


e.             The
indemnity agreements contained herein shall be in addition to  (i) any cause of action or similar right of
the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to
pursuant to the law.


 


7.             Contribution.


 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with respect to any
amounts for which it would otherwise be liable under Section 6 to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be
made under circumstances the maker would not have been liable for
indemnification under the fault standards set forth in Section 6, (ii) no
Person involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant
to such Registration Statement.


 


8.             Reports Under The
1934 Act.


 


With a view to making available to the Investors the
benefits of Rule 144 promulgated under the 1933 Act or any other similar rule
or regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration (“Rule 144“), the Company agrees to:


 


a.             make
and keep public information available, as those terms are understood and
defined in Rule 144;


 


b.             file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the


 


14

















 


Company remains subject to such requirements (it being understood that
nothing herein shall limit the Company’s obligations under Section 4(c) of the
Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and


 


c.             furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company, if true, that it has
complied with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act, (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investors to
sell such securities pursuant to Rule 144 without registration.


 


9.             Assignment of
Registration Rights.


 


The rights under this Agreement shall be automatically
assignable by the Investors to any transferee of all or any portion of such
Investor’s Registrable Securities if: 
(i) the Investor agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment; (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the
securities with respect to which such registration rights are being transferred
or assigned; (iii) immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act and applicable state securities laws; (iv) at or
before the time the Company receives the written notice contemplated by clause
(ii) of this sentence the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein; and (v) such transfer
shall have been made in accordance with the applicable requirements of the
Securities Purchase Agreement.


 


10.           Amendment of
Registration Rights.


 


Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and Investors who then hold at least a majority of the Registrable
Securities.  Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor
and the Company.  No such amendment
shall be effective to the extent that it applies to less than all of the
holders of the Registrable Securities. 
No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of this Agreement
unless the same consideration also is offered to all of the parties to this
Agreement.


 


11.           Miscellaneous.


 


a.             A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities.  If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the record owner of such
Registrable Securities.


 


15

















 


b.             Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed
to have been delivered:  (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. 
The addresses and facsimile numbers for such communications shall be:


 


	
   

  	
  If to the Company:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24/7 Real Media, Inc.

  	
   

  
	
   

  	
   

  	
  1250 Broadway, 27th Floor

  	
   

  
	
   

  	
   

  	
  New York, New York 10001

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 231-7100

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 760-2811

  
	
   

  	
   

  	
  Attention:

  	
  Mark E. Moran, Esq.

  Executive Vice President and General Counsel

  
					



 


	
   

  	
  with a copy (which
  shall not constitute notice) to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Proskauer Rose LLP 

  	
   

  
	
   

  	
   

  	
  1585 Broadway 

  	
   

  
	
   

  	
   

  	
  New York, NY 10036

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 969-3000

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 969-2900

  
	
   

  	
   

  	
  Attention:

  	
  Ronald R. Papa, Esq.

  
					



 


	
   

  	
  If to Legal Counsel:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Schulte Roth & Zabel LLP

  	
   

  
	
   

  	
   

  	
  919 Third Avenue

  	
   

  
	
   

  	
   

  	
  New York, New York 
  10022

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 756-2000

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 593-5955

  
	
   

  	
   

  	
  Attention:

  	
  Eleazer Klein, Esq.

  
					



 


If to a Buyer, to its address and facsimile number set forth on the Schedule
of Buyers attached hereto, with copies to such Buyer’s representatives as set
forth on the Schedule of Buyers, or to such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has
specified by written notice given to each other party five (5) days prior to
the effectiveness of such change. 
Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a courier or overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a


 


16

















 


nationally recognized overnight delivery service in accordance with
clause (i), (ii) or (iii) above, respectively.


 


c.             Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 


d.             All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the
State of New York.  Each party hereby
irrevocably submits to the non- exclusive jurisdiction of the state and federal
courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


e.             This
Agreement, the Securities Purchase Agreement, the Debentures, the Warrants and
the instruments referenced herein and therein constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and
thereof.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein.  This Agreement, the
Securities Purchase Agreement, the Debentures, the Warrants and the instruments
referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


f.              Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.


 


g.             The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


17

















 


h.             This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this Agreement.


 


i.              Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


j.              All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by Investors holding at least a majority of the Registrable Securities,
determined as if all the Warrants then outstanding have been exercised for
Registrable Securities without regard to any limitations on exercises of the
Warrants.


 


k.             The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.


 


l.              This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


 


m.            This
Agreement shall terminate and be of no further effect on the date on which the
Investors shall have sold or can sell pursuant to Rule 144(k) all of the
Conversion Shares, Repayment Shares, Interest Shares and Warrant Shares and
none of the Debentures or the Warrants remain outstanding.


 


* * * * * *


 


18

















 


IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be duly executed as of day and year first
above written.


 


 


	
  COMPANY:

  	
   

  	
  BUYERS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24/7 REAL
  MEDIA, INC.

  	
   

  	
  THE
  RIVERVIEW GROUP, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David J. Moore

  	
   

  	
  By:

  	
  /s/ Terry Feeney

  	
   

  
	
   

  	
  Name:  David J. Moore

  	
   

  	
   

  	
  Name:  Terry Feeney

  	
   

  
	
   

  	
  Title:    Chief Executive Officer

  	
   

  	
   

  	
  Title:    Chief Operating Officer

  	
   

  
							



 


19

















 


SCHEDULE OF BUYERS


 


 


	
  Investor

  	
   

  	
  Investor Address

  and Facsimile Number

  	
   

  	
  Investor’s Representative’s Address 

  and Facsimile Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Riverview Group, LLC

  	
   

  	
  666 Fifth Avenue, 8th
  Floor

  New York, New York  10103

  Attention:  Daniel Cardella

  Facsimile:(212) 977-1667

  Telephone: (212) 841-4100

  	
   

  	
  Schulte Roth & Zabel LLP

  919 Third Avenue

  New York, New York 10022

  Attention:  Eleazer Klein, Esq.

  Facsimile:  (212) 593-5955

  Telephone:  (212) 756-2000

  



 

















 


EXHIBIT A


 


FORM OF NOTICE OF
EFFECTIVENESS


OF REGISTRATION STATEMENT


 


The Bank of New York

101 Barclay Street

New York, NY 10007-2702


 


 


Attn:  [                     ]


 


Re:          24/7
Real Media, Inc.


 


Ladies and Gentlemen:


 


We are counsel to 24/7 Real Media, Inc., a Delaware
corporation (the “Company”), and have represented the Company in connection
with the preparation of a Registration Statement (the “Registration Statement”)
on Form S-3 (File No. 333-                     )
which was filed with the Securities and Exchange Commission (the “SEC”)  on [INSERT FILING DATE].  The Registration Statement covers the resale
of [                     ]
shares of common stock of the Company (the “Shares”) by the selling
stockholders listed therein.


 


In connection with the foregoing, we advise you that a
member of the SEC’s staff has advised us by telephone that the SEC has entered an
order declaring the Registration Statement effective under the Securities Act
of 1933, as amended, at [ENTER
TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Shares are
available for resale under the 1933 Act pursuant to the Registration Statement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [ISSUER’S COUNSEL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


CC:          [LIST NAMES OF HOLDERS]