Exhibit 10.25


 


DATED 26 February 2008


 


 


 


IVG DEVELOPMENTS (EUSTON) LIMITED and


 


IVG DEVELOPMENTS (MELTON ST) LIMITED


 


and


 


MIVA (UK) LIMITED


 


 


 


 


 


DEED OF VARIATION


 


re: a lease made between


Commercial Union Life Assurance Company
Limited


and


Espotting Media (UK) Limited


and dated 15 April 2005


 


relating to


First Floor of 194 Euston Road, London NW1


 


 


 


 


 


 


Baker & McKenzie
LLP


 


London


Ref:
SMT//MSH/22166714-1


 

















 


THIS DEED of VARIATION
made the 26 day of February 2008


 


BETWEEN


 


(1)                                  IVG
DEVELOPMENTS (EUSTON) LIMITED (incorporated and registered in England and Wales
under company number 6291494), the registered office of which is at 1
Farringdon Place, 20 Farringdon Road, London EC1M 3AP and IVG
DEVELOPMENTS (MELTON ST) LIMITED (incorporated and registered in England
and Wales under company number 6291499), the registered office of which is at 1
Farringdon Place, 20 Farringdon Road, London EC1M 3AP (the “Landlord”); and


 


(2)                                  MIVA (UK)
LIMITED
(incorporated and registered in England and Wales under company number 3971244),
the registered office of which is at First Floor, Euston Xchange, 194 Euston
Road, London NW1 2DA (the “Tenant”)


 


RECITALS


 


(A)                             This deed is supplemental to
the Lease by which the Premises were demised for the Term subject to the
payment of the rents reserved by and the observance and performance of the
covenants on the lessee’s part and the conditions contained in the Lease.


 


(B)                               The Landlord is entitled to
the reversion immediately expectant on the determination of the Term and the
Landlord’s reversionary interest is registered with Title Numbers NGL886838 and
NGL886837.


 


(C)                               The Landlord and the Tenant
have agreed that the Lease shall be varied on the terms hereinafter mentioned.


 


IT IS AGREED AS FOLLOWS:


 


1

















 


1.                                      Definitions


 


In this deed the following definitions apply:


 


	
  “Agreement”

  	
  means an agreement dated [               ] and made between the
  Landlord (1) and the Tenant (2)

  
	
   

  	
   

  
	
  “Landlord”

  	
  means the first party to this deed and its
  successors in title;

  
	
   

  	
   

  
	
  “Lease”

  	
  means a lease dated 15 April 2005 and made
  between the Landlord (1) and the Tenant (2) and any document
  supplemental to or varying such lease whether entered into before or after
  the date of this deed and including this deed;

  
	
   

  	
   

  
	
  “Premises”

  	
  means the premises known as First Floor of 194
  Euston Road, London NW1 as more particularly described in the Lease;

  
	
   

  	
   

  
	
  “Vacated Part”

  	
  means that part of the Premises which is to be
  retained by the Landlord shown hatched in yellow on the Plan;

  
	
   

  	
   

  
	
  “Plan”

  	
  means the plan attached to this deed and marked
  “Plan 2”;

  
	
   

  	
   

  
	
  “Tenant”

  	
  means the second party to this deed and its
  successors in title;

  
	
   

  	
   

  
	
  “Term”

  	
  means the term granted by Lease.

  



 


2.                                      Interpretation


 


2.1                                 The clause headings are for
reference only and do not affect the construction of this deed.


 


2

















 


2.2                                 Unless otherwise specified, a
reference to legislation is to that legislation as consolidated, amended or
re-enacted from time to time and includes all orders, regulations, consents,
licences, notices and bye-laws made or granted under such legislation.


 


2.3                                 A reference to a person
includes an individual, a corporation, company, firm or partnership, or
government body or agency, whether or not legally capable of holding land.


 


2.4                                 Words importing one gender
include all other genders and words importing the singular include the plural
and vice versa.


 


3.                                      Variation


 


3.1                                 The Landlord and the Tenant
agree that the Lease shall, with effect from the date of this deed, be varied
in the manner specified in the Schedule to this deed and the Lease shall
henceforth take effect and be read and construed accordingly.


 


4.                                      General


 


4.1                                 This deed is supplemental to
the Lease.


 


4.2                                 Except as expressly varied by
this deed, the Lease remains in full force and effect.


 


4.3                                 Except to the extent set out
in clause 5 and the Schedule this deed will not release or lessen the liability
under the Lease of the Tenant, or any other person whether before or after the
date of this deed.


 


4.4                                 Unless expressly stated
nothing in this deed will create any rights in favour of any person pursuant to
the Contracts (Rights of Third Parties) Act 1999.


 


3

















 


5.                                      Release
of Tenant


 


The Landlord releases the Tenant from all obligations
on its part contained in and all liabilities whatsoever under the Lease and all
deeds and documents supplemental thereto whether past present or future and all
actions proceedings costs claims and demands arising from such obligations and
liabilities so far as they relate to the Vacated Part.


 


6.                                      Release
of Landlord


 


The Tenant releases the Landlord from all
obligations on its part contained in and all liabilities whatsoever under the
Lease and all deeds and documents supplemental thereto whether past present or
future and all actions proceedings costs claims and demands arising from such
obligations and liabilities so far as they relate to the Vacated Part.


 


7.                                      Rights of
third parties


 


                                                The parties do not intend any
term of this Transfer to be enforceable pursuant to the Contracts (Rights of
Third Parties) Act 1999.


 


8.                                      Counterparts


 


                (a)           Any number of counterparts


 


This Transfer may be executed in any number
of counterparts, and by the parties on separate counterparts, but shall not be
effective until each of the parties has executed at least one counterpart.


 


                (b)           Each counterpart an
original


 


Each counterpart shall constitute an
original of this Transfer, but all counterparts shall together constitute one
and the same instrument.


 


4

















 


9.                                      Memorandum


 


9.1                                 The Landlord and the Tenant
agree to endorse a memorandum of this deed on the Counterpart Lease and the
Lease respectively and to send the other a certified copy of such memorandum
within 10 working days of the date of this deed.


 


IN WITNESS of which this deed has been
duly executed and is delivered on the date written at the beginning of this
deed.


 


5

















 


SCHEDULE


 


Variations to the Lease


 


1.             The
definition of “Premises” shall be deemed deleted and replaced by the following:


 


“Premises                                                                                      the premises on the 1st
floor of the Building shown shaded green and hatched pink and blue on Plan 2
described (for the purpose of obligation as well as grant) in Part 1 of
Schedule 1”


 


2.             Clause 2.3.1 shall be deleted and
replaced by the following clause:


 


 


“2.3.1                                                                  By equal quarterly payments in
advance on the Rent Payment Days from and including
                                                                  
until 17 April 2010 (both days inclusive) the yearly rent of
                                                                 
the first payment for the period beginning on the                                         and
ending on the day before the next Rent Payment Day to be made on the date
hereof”.


 


6

















 


 


	
  EXECUTED as a DEED
  by

  	
  )

  
	
  IVG
  DEVELOPMENTS (EUSTON)

  	
  )

  
	
  LIMITED

  	
  )

  
	
  in the presence of:

  	
  )

  



 


 


 


	
   

  	
  Director

  	
  /s/ David Gibson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director/Secretary

  	
  /s/ Matt Mason

  



 


 


 


	
  EXECUTED as a DEED
  by

  	
  )

  
	
  IVG DEVELOPMENTS (MELTON ST) 

  	
  )

  
	
  LIMITED

  	
  )

  
	
  in the presence of:

  	
  )

  



 


 


 


	
   

  	
  Director

  	
  /s/ David Gibson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director/Secretary

  	
  /s/ Matt Mason

  



 


 


 


	
  EXECUTED as a DEED
  by

  	
  )

  
	
  MIVA (UK) LIMITED

  	
  )

  
	
  in the presence of:

  	
  )

  



 


 


 


	
   

  	
  Director

  	
  /s/ Sebastian Bishop

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director/Secretary

  	
  /s/ Todd Taylor