EX-10 14 tor45755.txt EX. 10.2.5 Exhibit 10.2.5 THIS FOURTH AMENDMENT AGREEMENT is made as of the 15th day of August, 2003. BETWEEN: MAXXCOM INC. a corporation incorporated under the laws of the Province of Ontario ("Maxxcom") - and - MAXXCOM INC. a corporation incorporated under the laws of the State of Delaware ("Maxxcom US") AS BORROWERS - AND - MAXXCOM (NOVA SCOTIA) CORP. MAXXCOM (USA) FINANCE COMPANY MAXXCOM (USA) HOLDINGS INC. 1220777 ONTARIO LIMITED 1385544 ONTARIO LIMITED MAXXCOM INTERACTIVE INC. MACKENZIE MARKETING, INC. MF+P ACQUISITION CO. SMI ACQUISITION CO. ACCENT ACQUISITION CO. FMA ACQUISITION CO. TC ACQUISITION INC. CHINNICI DIRECT, INC. BRATSKEIR & COMPANY, INC. CPB ACQUISITION INC. CORMARK COMMUNICATIONS INC. CAMPBELL & PARTNERS COMMUNICATIONS LTD. AMBROSE CARR LINTON CARROLL INC. STUDIOTYPE INC. 2026646 ONTARIO LIMITED OVAL (1873) LIMITED INTERFOCUS NETWORK LIMITED INTERFOCUS TECHNOLOGY GROUP LIMITED INTERFOCUS TECHNOLOGY USA, INC. AS GUARANTORS -AND- INTERFOCUS DIRECT LIMITED INTERFOCUS TECHNOLOGY LIMITED AS RESTRICTED PARTIES -AND- THE BANK OF NOVA SCOTIA a bank to which the Bank Act (Canada) applies, in its capacity as administrative agent hereunder AS ADMINISTRATIVE AGENT -AND- THE BANK OF NOVA SCOTIA a bank to which the Bank Act (Canada) applies, in its capacity as a lender hereunder - and - CANADIAN IMPERIAL BANK OF COMMERCE a bank to which the Bank Act (Canada) applies, in its capacity as a lender hereunder - and - BANK OF MONTREAL a bank to which the Bank Act (Canada) applies, in its capacity as a lender hereunder - and - THE TORONTO-DOMINION BANK a bank to which the Bank Act (Canada) applies, in its capacity as a lender hereunder - and - ROYAL BANK OF CANADA a bank to which the Bank Act (Canada) applies, in its capacity as a lender hereunder - and - THE BANK OF NOVA SCOTIA by its Atlanta Agency, in its capacity as a lender hereunder - and - CIBC INC. a financial institution incorporated under the laws of the State of Delaware, in its capacity as a lender hereunder - and - BANK OF MONTREAL by its Chicago branch, in its capacity as a lender hereunder - and - TORONTO DOMINION (TEXAS), INC. a corporation incorporated under the laws of Delaware, in its capacity as a lender hereunder - and - ROYAL BANK OF CANADA by its Grand Cayman (North America No. 1) Branch, in its capacity as a lender hereunder AS LENDERS RECITALS: A. The Borrowers, certain of the Guarantors, the Agent and the Lenders are parties to a Second Amended and Restated Credit Agreement dated as of 11 July 2001, as amended by a first amendment agreement made as of 31 March 2002, a second amendment agreement made as of 30 June 2002 and as further amended by a third amendment agreement made as of 28 October 2002 (the "Credit Agreement"). B. Effective 31 July 2003, Maxxcom completed a going-private transaction such that, after such date, none of its issued and outstanding shares are owned by the public. C. Effective 10 February 2003, each of ET Acquisition Inc. and BZ Acquisition Inc. was dissolved pursuant to the General Corporation Law of the State of Delaware. D. Maxxcom, Maxxcom US, certain of the Guarantors, the Agent and the Lenders entered into an agreement dated as of 13 August 2003 relating to the reorganization of Interfocus Group Limited and its Subsidiaries which provided, among other things, that each of Oval (1873) Limited, Interfocus Network Limited, Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited become a Guarantor under and/or party to the Credit Agreement. E. 2026646 Ontario Limited was incorporated on 14 May 2003 and, on 15 May 2003, acquired 339,743 Class A common shares of the issued and outstanding shares of Allard Johnson Communications Inc. such that it is required to become a Guarantor under and party to the Credit Agreement. F. The parties are entering into this Fourth Amendment Agreement to give effect to the foregoing matters and the other matters set forth herein. NOW THEREFORE in consideration of these premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: Section 1 - New Definition Section 1.1 of the Credit Agreement is amended by adding the following definition: 1.1.75.1 "Fourth Amendment Agreement" means the Fourth Amendment Agreement to this Agreement made as of 15 August 2003. Section 2 - Amended Definitions (a) Section 1.1.1 of the Credit Agreement is deleted and replaced with the following provision: 1.1.1 "Acquirecos" means MF + P Acquisition Co. (a Delaware corporation), SMI Acquisition Co. (a Delaware corporation), Accent Acquisition Co. (a Delaware corporation), FMA Acquisition Co. (a Delaware corporation), TC Acquisition Inc. (a Delaware corporation), CPB Acquisition Inc. (a Delaware corporation) and each other direct or indirect Wholly-Owned Subsidiary of Maxxcom which is not an Opco and which controls or acquires an Opco from time to time and "Acquireco" means any one of them. (b) Section 1.1.31 of the Credit Agreement is deleted and replaced with the following provision: 1.1.31 "CanSubCos" means 1220777 Ontario Limited (an Ontario corporation), 656712 Ontario Limited (an Ontario corporation), Accumark Promotions Group Inc. (an Ontario corporation), Ambrose Carr Linton Carroll Inc. (an Ontario corporation), Bryan Mills Group Ltd. (an Ontario corporation), Cormark Communications Inc. (an Ontario corporation), Allard Johnson Communications Inc. (an Ontario corporation), Veritas Communications Inc. (an Ontario corporation), Integrated Healthcare Communications, Inc. (an Ontario corporation), Northstar Research Partners Inc. (an Ontario corporation), 1385544 Ontario Limited (an Ontario corporation), Maxxcom Interactive Inc. (an Ontario corporation), Campbell & Partners Communications Ltd. (an Ontario corporation), Studiotype Inc. (an Ontario corporation), 2026646 Ontario Limited (an Ontario corporation) and each future direct or indirect Subsidiary of Maxxcom or of any of the foregoing corporations incorporated under or operating in any Canadian jurisdiction from time to time and "CanSubCo" means any one of them. (c) Section 1.1.74 of the Credit Agreement is deleted and replaced with the following provision: 1.1.74 "Foreign Opcos" means each of Oval (1873) Limited, Interfocus Network Limited and each Person in which a Controlling Interest is directly acquired by Maxxcom from time to time or is indirectly acquired by Maxxcom from time to time in accordance with Section 1.1.126(f), none of which is an Acquireco, a CanSubco, a Finco or an Opco and "Foreign Opco" means any one of them. (d) Section 1.1.79 of the Credit Agreement is deleted and replaced with the following provision: 1.1.79 "Guarantors" means Maxxcom US, Maxxcom (Nova Scotia) Corp., Maxxcom (USA) Finance Company, Maxxcom (USA) Holdings Inc., 1220777 Ontario Limited, 1385544 Ontario Limited, Maxxcom Interactive Inc., Mackenzie Marketing, Inc., MF + P Acquisition Co., SMI Acquisition Co., Accent Acquisition Co., FMA Acquisition Co., TC Acquisition Inc., Chinnici Direct, Inc., Bratskeir & Company, Inc., CPB Acquisition Inc., Cormark Communications Inc., Campbell & Partners Communications Ltd., Ambrose Carr Linton Carroll Inc, Studiotype Inc., 2026646 Ontario Limited, Oval (1873) Limited, Interfocus Network Limited, Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.) and each other Wholly-Owned Subsidiary of Maxxcom from time to time and "Guarantor" means any one of them. (e) Section 1.1.126(f) of the Credit Agreement is deleted and replaced with the following provision: 1.1.126 (f) the acquisition of a Controlling Interest in the Capital Stock of a Person principally and directly engaged in the Marketing Communications Services Business (which, if the person is publicly-traded, is not a hostile acquisition) by Oval (1873) Limited or Interfocus Network Limited (so long as each of Oval (1873) Limited and Interfocus Network Limited are wholly-owned by Maxxcom) otherwise in accordance with this Agreement; or (f) Section 1.1.129(d) of the Credit Agreement is deleted and replaced with the following provision: 1.1.129 (d) in the case of any Foreign Opco, indebtedness owed to Maxxcom or Oval (1873) Limited; (g) Section 1.1.132(c) of the Credit Agreement is deleted and replaced with the following provision: 1.1.132 (c) the payment of management fees, dividends and other distributions in compliance with any applicable Restricted Party Shareholder Agreement by: (i) any Opco to the Acquireco which is its Shareholder; (ii) by any Opco which does not have an Acquireco as its majority Shareholder, to Maxxcom (USA) Holdings Inc. or to Maxxcom US; (iii) by any CanSubCo to the Restricted Party which is its majority Shareholder or to Maxxcom; (iv) by Maxxcom US to Maxxcom or to Maxxcom (Nova Scotia) Corp.; (v) by either Finco to the Restricted Party which is its Shareholder (or, as applicable, other holder of its ownership interests) or to Maxxcom; (vi) by Maxxcom (Nova Scotia) Corp. to Maxxcom; (vii) by any Acquireco to the Restricted Party which is its Shareholder or to Maxxcom and (viii) by any Foreign Opco to Oval (1873) Limited, any other Restricted Party which is its immediate parent, or Maxxcom; (h) Section 1.1.149 of the Credit Agreement is deleted and replaced with the following provision: 1.1.149 "Restricted Parties" means, collectively, all of the Borrowers, the Fincos, the CanSubCos, Maxxcom (USA) Holdings Inc., Interfocus Direct Limited, Interfocus Technology Limited, the Acquirecos, the Opcos and the Foreign Opcos and, for greater certainty, excludes all Unrestricted Parties and "Restricted Party" means any one of them. Section 3 - Amendments to Representations and Warranties (a) Section 6.1(pp) of the Credit Agreement is deleted. (b) The following provision is added as Section 6.1(rr) of the Credit Agreement: 6.1 (rr) each of Interfocus Technology Group Limited, Interfocus Direct Limited and Interfocus Technology Limited exists under the Companies Act 1985 (United Kingdom) and none of such companies owns any assets or carries on any business or undertaking whatsoever; and (c) The following provision is added as Section 6.1(ss) of the Credit Agreement: 6.1 (ss) Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.) exists under the General Corporation Law of the State of California and does not own any assets or carry on any business or undertaking whatsoever. Section 4 - Amendment to Negative Covenants The following provision is added as Section 7.4(oo) of the Credit Agreement: 7.4 (oo) cause or permit any of Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited to own any assets, enter into any transactions or carry on any business or undertaking whatsoever. Section 5 - Amendment re Assignment of Intercorporate Documents The following provision is added as Section 7.7 of the Credit Agreement: 7.7 Acknowledgments re Assignments of Intercorporate Documents Each of the Restricted Parties, in relation to any Intercorporate Document to which it is a party or which is made in its favour (each, an "Applicable Intercorporate Document"), hereby: (a) acknowledges the assignment of each Applicable Intercorporate Document pursuant to the applicable Credit Document and consents to each such assignment for all purposes; (b) agrees that all payments required to be made under or in connection with each Applicable Intercorporate Document to the Agent shall be made to the Agent without regard to any set-off or counterclaim between the parties to any Applicable Intercorporate Document; (c) agrees that it shall not, without the prior written consent of the Majority Lenders, given in accordance with the provisions of this Agreement, enforce any of its rights under any of the Applicable Intercorporate Documents; (d) acknowledges that all Applicable Intercorporate Documents are subordinated for all purposes to the Security; and (e) acknowledges that notwithstanding the assignment and transfer of each Applicable Intercorporate Document to the Agent by way of security, neither the Agent nor any Lender shall incur any liability to it or to any other Person under any such Applicable Intercorporate Document, except to account for monies it receives thereunder and except, in the case of the Agent, in respect of any actions the Agent or any such Lender takes in the course of the exercise of any rights and remedies of the Agent. Section 6 - Adoption of Credit Agreement, etc. (a) Each of Oval (1873) Limited, Interfocus Network Limited, Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited agrees as follows: (i) it is a Wholly-Owned Subsidiary of Maxxcom; (ii) it shall deliver, or cause to be delivered, the further documentation described on Appendix A to this Fourth Amendment Agreement, which documents form part of the Security, an opinion of its counsel and other resolutions and ancillary documents required by the Agent; (iii) it hereby acknowledges and agrees to the terms of the Credit Agreement (as amended by this Fourth Amendment Agreement) and the Mezz Inter-Creditor Agreement, agrees to be bound by all obligations of a Guarantor, if applicable, and of a Restricted Party in each such agreement as if it had been an original signatory thereto and agrees to execute all documentation and take such further action as is necessary to give effect thereto; and (iv) as of the date hereof, each of the representations and warranties contained in Section 6.1 of the Credit Agreement (as amended by this Fourth Amendment Agreement) is true in relation to it. (b) Each of the Borrowers and Guarantors certifies that: (i) as of the date hereof, other than as disclosed in the Agreement dated as of 13 August 2003 between Maxxcom, Maxxcom US, certain of the Guarantors, the Agent and the Lenders relating to the reorganization of Interfocus Group Limited and its Subsidiaries, no Event of Default or Pending Event of Default has been caused by or results from the transactions by which each of Interfocus Network Limited, Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited became Wholly-Owned Subsidiaries of Maxxcom; and (ii) as of 14 August 2003 and the date hereof, other than as disclosed in the Agreement dated as of 13 August 2003 between Maxxcom, Maxxcom US, certain of the Guarantors, the Agent and the Lenders relating to the reorganization of Interfocus Group Limited and its Subsidiaries, no Event of Default or Pending Event of Default has been caused by or results from the transactions by which Oval (1873) Limited became a Wholly-Owned Subsidiary of Maxxcom. (c) The Agent, on behalf of the Lenders, acknowledges that: (i) Oval (1873) Limited shall be a Guarantor and a Restricted Party as of 14 August 2003; and (ii) each of Interfocus Network Limited, Interfocus Technology Group Limited, Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.), Interfocus Direct Limited and Interfocus Technology Limited shall be a Guarantor and/or a Restricted Party as of 15 August 2003. Section 7 - Schedules Each of Schedules G, I, J, K, L, M, N, O, P and R to the Credit Agreement is deleted and replaced with Schedules G, I, J, K, L, M, N, O, P and R attached to this Fourth Amendment Agreement. Section 8 - Consents Subject to the terms and conditions hereof, the Lenders hereby consent, for the purposes of Section 7.4(ll) of the Credit Agreement, to the amendments to the Mezz Debenture effected by the Third Amendment to Subordinated Debenture made as of 15 August 2003 between Maxxcom and the Mezz Agent. Section 9 - Conditions Precedent to Effectiveness of this Fourth Amendment Agreement This Fourth Amendment Agreement shall become binding on the Lenders only upon satisfaction of the following conditions precedent: (a) execution and delivery of this Fourth Amendment Agreement by each of the Borrowers and the Guarantors; (b) execution and delivery of this Fourth Amendment Agreement by the Lenders in accordance with Section 9.9 of the Credit Agreement; (c) other than as disclosed in the Agreement dated as of 13 August 2003 between Maxxcom, Maxxcom US, certain of the Guarantors, the Agent and the Lenders relating to the reorganization of Interfocus Group Limited and its Subsidiaries, no Event of Default or Pending Event of Default shall have occurred and be continuing as at the date of satisfaction of all of the foregoing conditions precedent; (i) the Agent having received evidence, reasonably satisfactory to it, that the Mezz Agent and the Mezz Holders have, for the purposes of the Mezz Debenture, consented to each of the matters set forth in this Fourth Amendment Agreement or that such consent is not required under the Mezz Debenture and the Agent being satisfied with the other amendments to the Mezz Credit Documents made in that connection; (ii) the Agent having received the favourable opinion of Blake, Cassels & Graydon LLP, Ontario counsel to Maxxcom, in relation to, inter alia, the enforceability of this Fourth Amendment Agreement and other related documents; and (iii) such corporate resolutions, incumbency and other certificates of each of the Borrowers, the Guarantors and the other Restricted Parties as the Agent may reasonably request in connection with this Fourth Amendment Agreement and the transactions contemplated hereby. Section 10 - Continuing Effect of Credit Agreement Except as amended by this Fourth Amendment Agreement, the Credit Agreement shall remain in full force and effect, without amendment, and is hereby ratified and confirmed. Each of the Borrowers and the Guarantors confirms that the guarantees and Security made or granted by it pursuant to the Credit Agreement remains in full force and effect notwithstanding the amendments and supplements to the Credit Agreement contained herein. Section 11 - Further Assurances Each of the Borrowers and the Guarantors shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the Agent may require from time to time for the purposes of giving effect to this Fourth Amendment Agreement and shall use reasonable efforts and take all such steps as may be within its power to implement, to the full extent, the provisions of this Fourth Amendment Agreement. Section 12 - Counterparts and Facsimile This Fourth Amendment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same agreement. For the purposes of this Section, the delivery of a facsimile copy of an executed counterpart of this Fourth Amendment Agreement shall be deemed to be valid execution and delivery thereof. Section 13 - Governing Law The parties agree that this Fourth Amendment Agreement shall be conclusively deemed to be a contract made under, and shall for all purposes be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. Section 14 - Interpretation Capitalized terms used herein, unless otherwise defined or indicated herein, have the respective meanings defined in the Credit Agreement. This Fourth Amendment Agreement and the Credit Agreement shall be read together and have effect so far as practicable as though the provisions thereof and the relevant provisions hereof are contained in one document. [Execution Pages Follow] IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS ----------- THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Judy McKay Name: Title: Director Title: By: ----------------------------- By: ----------------------------- Name: Anastasia Kotsidis Name: Title: Associate Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- (CIBC World Markets Corp., Name: as agent for CIBC Inc.) Title: BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: William E. Zarrett Title: Title: Managing Director By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- (CIBC World Markets Corp., Name: as agent for CIBC Inc.) Title: BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Jason Caldarelli Name: Title: Director Title: By: ----------------------------- (CIBC World Markets Corp., Name: Ralph Sehgal as agentfor CIBC Inc.) Title: Executive Director BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Geraldine Kerr Title: Title: Executive Director By: (CIBC World Markets Corp., Name: as agent for CIBC Inc.) Title: BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS ----------- THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: (CIBC World Markets Corp., Name: as agent for CIBC Inc.) BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Ashor Rao Name: Ashor Rao Title: Vice President Title: Vice President ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: (CIBC World Markets Corp., Name: as agent for CIBC Inc.) Title: BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: ?????? Name: Title: Senior Vice President Title: IN WITNESS OF WHICH, the parties have executed this Agreement. THE LENDERS THE BANK OF NOVA SCOTIA THE BANK OF NOVA SCOTIA, by its Atlanta Agency By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: CANADIAN IMPERIAL BANK OF CIBC INC. COMMERCE By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: By: ----------------------------- (CIBC World Markets Corp., Name: as agent for CIBC Inc.) Title: BANK OF MONTREAL BANK OF MONTREAL, by its Chicago Branch By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: ROYAL BANK OF CANADA ROYAL BANK OF CANADA, by its Grand Cayman (North America No. 1) Branch By: ----------------------------- By: ----------------------------- Name: Name: Suzanne Kaicher Title: Title: Manager THE TORONTO-DOMINION BANK TORONTO DOMINION (TEXAS), INC. By: ----------------------------- By: ----------------------------- Name: Name: Title: Title: THE TORONTO-DOMINION BANK TORONTO DOMINION (TEXAS), INC. By: ----------------------------- By: ----------------------------- Name: Name: Jano Nixon Title: Title: Vice President THE BORROWERS ------------- MAXXCOM INC., an Ontario corporation MAXXCOM INC., a Delaware corporation By: ----------------------------- By: ----------------------------- G. Gibson G. Gibson Authorized Signing Officer Authorized Signing Officer By: ----------------------------- By: ----------------------------- R. Dickson R. Dickson Authorized Signing Officer Authorized Signing Officer THE GUARANTORS -------------- MAXXCOM (NOVA SCOTIA) CORP. BRATSKEIR & COMPANY, INC. MAXXCOM (USA) FINANCE CPB ACQUISITION INC. COMPANY CORMARK COMMUNICATIONS INC. MAXXCOM (USA) HOLDINGS INC. CAMPBELL & PARTNERS 1220777 ONTARIO LIMITED COMMUNICATIONS LTD. 1385544 ONTARIO LIMITED AMBROSE CARR LINTON CARROLL 2026646 ONTARIO LIMITED INC. MAXXCOM INTERACTIVE INC. STUDIO TYPE INC. MF+P ACQUISITION CO. SMI ACQUISITION CO. By: ----------------------------- ACCENT ACQUISITION CO. R. Dickson FMA ACQUISITION CO. Authorized Signing Officer MACKENZIE MARKETING, INC. TC ACQUISITION INC. CHINNICI DIRECT, INC. OVAL (1873) LIMITED INTERFOCUS NETWORK LIMITED INTERFOCUS TECHNOLOGY GROUP LIMITED INTERFOCUS TECHNOLOGY USA, INC. By: ----------------------------- G. Gibson Authorized Signing Officer RESTRICTED PARTIES ------------------ INTERFOCUS DIRECT LIMITED INTERFOCUS TECHNOLOGY LIMITED By: ----------------------------- G. Gibson Authorized Signing Officer THE AGENT --------- THE BANK OF NOVA SCOTIA, as Administrative Agent By: ----------------------------- Name: David Maddocks Title: Director By: ----------------------------- Name: Title: APPENDIX A NEW SECURITY AND GUARANTEES OVAL (1873) LIMITED 1. Guarantee dated 12 September 2003 made by Oval (1873) Limited in favour of The Bank of Nova Scotia, as Administrative Agent, of debts, liabilities and obligations of Maxxcom to the Agent 2. Security Agreement Deed dated 12 September 2003 made by Oval (1873) Limited in favour of The Bank of Nova Scotia, as Administrative Agent 3. Mortgage of Shares dated 12 September 2003 made by Oval (1873) Limited in favour of The Bank of Nova Scotia, as Administrative Agent, relating to its pledge of all of the shares of Interfocus Network Limited INTERFOCUS NETWORK LIMITED 4. Mortgage of Shares dated 12 September 2003 made by Interfocus Network Limited in favour of The Bank of Nova Scotia, as Administrative Agent, re all of the shares of Interfocus Direct Limited and Interfocus Technology Group Limited 5. Acknowledgment and Confirmation re Existing Security dated as of 15 August 2003 made by Interfocus Network Limited (formerly known as Interfocus Technology Limited and Grange Advertising and Marketing Communications Limited), Interfocus Technology Group Limited (formerly known as Grange Advertising Limited) and Interfocus Technology USA, Inc. (formerly known as Grange USA, Inc.) in favour of The Bank of Nova Scotia, as Administrative Agent SCHEDULE G RESTRICTED PARTY SHAREHOLDER AGREEMENTS Accent Marketing Services, L.L.C. 1. Third Amended and Restated Limited Liability Company Agreement dated March 1, 2001 among AMS Holdings Inc., Tom Hansen, Lansdon Robbins, Kevin Callahan, Tim Clark, Wayne Schwertley, Bob Doligale, Chris Dauk, Kevin Foley, Linda Rabenecker, Francis Weber, Gary Owens, Chris Dunn, Kevin Donoho, Jeff Probus, Maxxcom Inc., Accent Acquisition Co., and Accent Marketing Services, L.L.C., as amended on May 1, 2003. Accumark Promotions Group Inc. 2. Shareholders' Agreement dated December 10, 1993 among MDC Corporation, Gordon Kightley, G. Kightley Group Inc., David Sharpe, Thomas Green, Patricia Green, David Peres and Accumark Promotions Group Inc., (i) amended by a Shareholders' Amending Agreement dated August 1, 1995, (ii) a Shareholders' Amending Agreement dated January 31, 1996, (iii) a Shareholders' Amending Agreement dated July 31, 1996, (iv) an Agreement dated December 2, 1998, (v) an Amending Agreement dated December 21, 1998, (vi) a Covenant and Agreement dated February 11, 1999, (vii) a Shareholders' Amending Agreement dated March 30, 1999, (viii) an Assignment and Assumption Agreement dated March 1, 2000, (ix) a Share Exchange Agreement dated March 23, 2000, (x) a Shareholders' Amending Agreement dated March 23, 2000, and (xi) by a Shareholders' Amending Agreement dated April 22, 2003. Allard Johnson Communications Inc. 3. Shareholders' Agreement dated October 1, 2001 among Maxxcom Inc., 1385544 Ontario Limited, 1493375 Ontario Limited (now Campbell + Partners Communications Ltd.), the other shareholders listed on Schedule 1 to the agreement and Allard Johnson Communications Inc. Bryan Mills Group Ltd. 4. Amended and Restated Shareholders' Agreement dated March 31, 1999 among Peter Wootton, Nancy Ladenheim and Bryan Mills Group Ltd., as amended by Amending Agreement dated October 1, 1999 among MDC Corporation Inc., Nancy Ladenheim, Peter Wootton, Jeff Martin and Bryan Mills Group Ltd., as amended by the Assignment and Assumption Agreement dated March 1, 2000 between MDC Corporation Inc. and Maxxcom Inc. and the Assumption Agreement dated March 23, 2000 between MDC Corporation Inc. and Maxxcom Inc. and the related Share Exchange Agreements executed with each of the shareholders. Crispin Porter & Bogusky LLC 5. Amended and Restated Limited Liability Company Agreement dated January 8, 2001 among Crispin & Porter Advertising, Inc. d/b/a/ Crispin Porter & Bogusky, a Florida corporation, Charles Porter, Alex Bogusky, Jeff Hicks, Jeff Steinhour, CPB Acquisition Inc., a Delaware corporation, Maxxcom Inc., an Ontario corporation and Crispin Porter & Bogusky LLC, a Delaware limited liability company, as amended on June 25, 2003. Crispin Porter & Bogusky L.A., LLC 6. Limited Liability Company Agreement dated August 13, 2001 among Crispin & Porter Advertising, Inc. d/b/a/ Crispin Porter & Bogusky, a Florida corporation, Charles Porter, Alex Bogusky, Jeff Hicks, Jeff Steinhour, CPB Acquisition Inc., a Delaware corporation, Maxxcom Inc., an Ontario corporation and Crispin Porter & Bogusky L.A., LLC, a Delaware limited liability company, as amended on June 25, 2003. Fletcher Martin Ewing LLC 7. Amended and Restated Operating Agreement dated November 30, 1999 among William Andrew Fletcher, Michael Ewing, FMA Acquisition Co., MDC Corporation, Maxxcom Inc. and Fletcher Martin Associates LLC, as amended by Amendment No. 1 to the Amended and Restated Operating Agreement dated as of November 29, 2000, the Letter Agreement dated June 5, 2001, and by Amendment No. 2 to the Amended and Restated Operating Agreement dated as of May 30, 2002. Integrated Healthcare Communications, Inc. 8. Shareholders' Agreement dated January 1, 2002 among Maxxcom Inc., Tericon Corporation, Terry Johnson, Sheila Rivest and Integrated Healthcare Communications, Inc. Interfocus Group Limited 9. Shareholders and Option Agreement dated September 5, 2000 among Sevco 1156 Limited, Matthew Hooper and Maxxcom Inc., as amended by an Agreement dated November 15, 2000 regarding the full repayment of the outstanding loan owing by Interfocus to Maxxcom in the amount of GBP 5,334,685 in exchange for 5,334,685 C ordinary shares of GBP 1 each credited as fully paid, and further amended by an Agreement dated May 31, 2002. Margeotes/Fertitta + Partners LLC 10. Limited Liability Company Agreement dated July 31, 1998 among MF + P Acquisition Co., Margeotes/Fertitta + Partners Inc., George Fertitta and Margeotes/Fertitta + Partners LLC, as amended by Amendment No. 1 to the Limited Liability Company Agreement dated March 28, 2000 and Amendment No. 2 to the Limited Liability Company Agreement dated November 29, 2000. Northstar Research Partners Inc. 11. Pre-Incorporation Agreement dated July 2, 1998 among MDC Communications Corporation, Stephen Tile, Jeffrey Histed, Douglas Davey and Northstar Research Partners Inc. ("Northstar"), as amended by the Assignment and Assumption Agreement dated March 1, 2000 between MDC Corporation Inc. and Maxxcom Inc., as amended by the Amending Agreement dated September 20, 2000 and as further amended by the Amending Agreement made as of the 15th day of February, 2001 among Maxxcom Inc., Stephen Tile, Jeffrey Histed, Douglas Davy, Shari Allison-Perkovic and Northstar. 656712 Ontario Limited (Strategies International) 12. Shareholders' Agreement among Maxxcom Inc., an Ontario corporation, Greg Berube, M&A Berube Holdings Ltd. and 656712 Ontario Limited dated January 1, 2001. Source Marketing LLC 13. Operating Agreement dated October 15, 1998 among SMI Acquisition Co., Source Marketing Inc. (now Spruce Lake Inc.), Howard Steinberg and Source Marketing LLC, as amended by Amendment No. 1 to the Operating Agreement dated January 1, 2000, Amendment No. 2 to the Operating Agreement dated November 29, 2000, and Amendment No. 3 to the Operating Agreement dated May 13, 2002, and Amendment No. 4 to the Operating Agreement dated May 31, 2003. TargetCom LLC 14. Limited Liability Company Agreement dated June 30, 2000 among TargetCom Inc. (now Comtar Inc.), TC Acquisition Inc., Maxxcom Inc. and TargetCom LLC, as amended by Amendment No. 1 to the Limited Liability Company Agreement dated as of November 29, 2000. Veritas Communications Inc. 15. Amended and Restated Shareholders' Agreement dated November 19, 1998 among MDC Communications Corporation, Terry M. Johnson, Jennifer Spencer, David McLaughlin, Sheila Gies and Veritas Communications Inc., as amended by the Assignment and Assumption Agreement dated March 1, 2000 between MDC Corporation Inc. and Maxxcom Inc., the Share Exchange Agreement dated March 23, 2000 executed by each of the shareholders, the Amending Agreement among Maxxcom Inc., Terry M. Johnson, Jennifer Spencer, Beverley Hammond and Veritas Communications Inc. dated September 25, 2001, and the Amending Agreement amendment among Maxxcom Inc., Terry Johnson, Beverly Hammond and Veritas Communications Inc. dated August 16, 2002.
SCHEDULE I OWNED AND LEASED REAL PROPERTY -------------------------------------------------------------------------------------------------------------------- RESTRICTED PARTY LOCATION OF LEASED LOCATION OF PROPERTY OWNED PROPERTY -------------------------------------------------------------------------------------------------------------------- Maxxcom Inc. 45 Hazelton Avenue None Toronto, Ontario M5R 2E3 1220777 Ontario Limited None None 656712 Ontario Limited None 135 Berkeley Street Toronto, Ontario Canada Accumark Promotions Group Inc. 240 Duncan Mill Road None Suite 101 & 105 North York, Ontario M3V 104 Ambrose Carr Linton Carroll Inc. 939 Eglinton Avenue East None Suite 203 Toronto, Ontario M4G 2L6 Bryan Mills Group Ltd. 1129 Leslie Street None Toronto, Ontario M3C 2K5 Cormark Communications Inc. 369 York Street None Suite 2A London, Ontario Canada Allard Johnson Communications 10 Lower Spadina Avenue Inc. Suite 201B & 400 Toronto, Ontario M5V 2Z2 130 Albert St., suite 1109 Ottawa, On K1P 5G4 555 Rene-Levesque Boulevard West 16th & 17th Floor Montreal, Quebec Veritas Communications Inc. 161 Eglinton Avenue East None Suite 704 Toronto, Ontario M4P 1J5 Integrated Healthcare 555 Richmond Street W. None Communications, Inc. Suite 918 Toronto, Ontario M5V 3B1 Northstar Research Partners Inc. 372 Bay Street None Suite 1600 Toronto, Ontario M5H 2W9 6 Times Square Suite 803 New York, NY 10036 Chrysler Building 7700 Irvine Centre Drive, Unit 260 Irvine, California 92618 Maxxcom Interactive Inc. None None 1385544 Ontario Limited None None 2026646 Ontario Limited None None Maxxcom Inc. (US) None None MF + P Acquisition Co. None None Margeotes/Fertitta + Partners LLC 411 Lafayette Street None 4-6 Floor New York, New York USA 10003 SMI Acquisition Co. None None Source Marketing LLC 15 Ketchum Street None Westport, Connecticut USA 06880 Colle & McVoy, Inc. 8500 Normandale Lake Blvd. None Bloomington, Minnesota, USA 55422 Warehouse1230 East 115th Street Burnsville, Minnesota USA 55337 Accent Marketing Services, L.L.C. 325 W. Main Street None Suite 1400 Louisville, Kentucky USA 40202 Customer Contact Center 645 Park East Boulevard Suite 7 New Albany, Indiana USA 47150 Customer Contact Center 8412 N.W. 107th Terrace Kansas City, Missouri USA 64153 Customer Contact Center 5300 Recker Highway, Bldg. #2 Winter Haven, Florida USA 33880 Customer Contact Center 211 East Hwy 66, Tell City Indiana USA 47586 Customer Contact Center 5923 North Gall Blvd. Zephyrhills, Florida USA 33541 Customer Contact Center 308 Ardice Avenue Lake County, Florida 32726 Sales Office 7606 West Sand Lake Road Orlando, Florida 32819 ASI Office 400 Missouri Avenue, Suite 107 Jeffersonville, Indiana 47130 Accent Acquisition Co. None None FMA Acquisition Co. None None Fletcher Martin Ewing LLC 303 Peachtree Centre Avenue, None Suite 625 Atlanta, Georgia USA 30303 Maxxcom (Nova Scotia) Corp. None None Maxxcom (USA) Finance Company None None Maxxcom (USA) Holdings Inc. None None TC Acquisition Inc. None None TargetCom LLC 444 North Michigan Avenue, None 27th Floor Chicago, Illinois USA 60611 One Market, Spear Tower, Suite 3600 San Francisco, CA USA 94105 Chinnici Direct, Inc. 411 Lafayette Street None 3rd Floor New York, New York USA 10003 Mackenzie Marketing, Inc. 505 N. Highway 169 None Suite 350/475 Minneapolis, MN USA 55441 Interfocus Group Limited None None Northstar Research Partners (UK) Lancer Square None Limited London, W8 4ES England Bratskeir & Company, Inc. 400 Lafayette Street None 5th Floor New York, New York USA 10003 CPB Acquisition Inc. None None Crispin Porter & Bogusky LLC 3390 Mary Street, Suite 300 None Coconut Grove, Florida USA 33133 515 Boccaccio Ave. Venus, California 90291 Interfocus Technology Limited Lancer Square None London, W8 4ES England Interfocus Technology USA, Inc. None None Oval (1873) Limited None None Interfocus Network Limited None None Interfocus Technology Group Limited None None Interfocus Direct Limited None None
SCHEDULE J RESTRICTIONS CREATED BY SHAREHOLDER AGREEMENTS AND CONSTATING DOCUMENTS As used herein, the term "Shareholders' Agreement", "Company Agreement", "Operating Agreement" or "Shareholders' and Option Agreement" as applicable to each of the following entities is defined in Schedules G and T of the Credit Agreement. 1. Accent Marketing Services, L.L.C. ("Accent L.L.C.") Restrictions created by the Company Agreement wherein Section 4.1(a)(ii) provides that, except to the extent otherwise provided in the Company Agreement, the powers of Accent L.L.C. shall be exercised by and under the authority of, and the business and affairs of Accent L.L.C. shall be managed under the direction of the Managers of Accent L.L.C. Notwithstanding the foregoing, or any other provisions of the Company Agreement to the contrary, so long as both AMS Holdings, Inc. and Accent Acquisition Co. own Membership Interests, the entering into any business other than, or any transaction outside, the normal business activities of Accent L.L.C. and related activities shall require the mutual agreement of Accent Acquisition Co. and AMS Holdings, Inc., whether at a meeting of the Members at which a quorum is present, or by the written consent thereof. 2. Accumark Promotions Group ("Accumark") Restrictions created by the Shareholders' Agreement wherein section 3.9 provides that unless otherwise resolved by the Board of Directors of Accumark, all contracts and documents binding the Corporation in respect of: (i) matters not in the ordinary course of Business; or (ii) matters in the ordinary course of Business and involving a series of amounts payable to the same party over a period of six months in excess of $500,000 shall require the signature of one of the Maxxcom appointees together with the signatures of any two of the class A shareholders. Under section 4.5 of the Shareholders' Agreement, the Board of Directors of Accumark shall determine whether borrowings are required by Accumark, from whom such borrowings will be obtained, and the terms and conditions of such borrowing. 3. Allard Johnson Communications Inc. ("Allard Johnson") Restrictions created by the Shareholders' Agreement wherein Section 4.13 provides, inter alia, that, notwithstanding the general provisions of Sections 4.8 and 4.10 of the Shareholders' Agreement, any decision of the Board of Directors of Allard Johnson regarding: (i) the incurrence whether absolutely or contingently of indebtedness for borrowed money whether directly or by indirect financing arrangements except in the ordinary course of business; (ii) the lending of money in excess of $10,000 by Allard Johnson or the incurrence of any guarantee or indemnity obligations including, without limitation, to or for the benefit of any Shareholder; (iii) any material contract, agreement or other transaction which is not in the ordinary course of business with an obligation or liability to any Shareholder or any Person not at arm's length with him which directly or indirectly provides to such Person any benefit or advantage whether or not greater than Fair Market Value; (iv) any material change to the Business; (v) any material contract, agreement, obligation, liability or other transaction which is not in the ordinary course of establishing or carrying on the Business shall require the affirmative vote of all the directors of Allard Johnson and, if decided by the Shareholders shall require the approval of not less than sixty-nine percent (69%) and with respect to items (i) and (iv) of this paragraph shall require sixty-nine percent (69%) of the votes attaching to all voting shares represented in person or by proxy at a Shareholders' meeting duly called and held. 4. Bryan Mills Group Ltd. ("Bryan Mills") Restriction created by the Shareholders' Agreement wherein section 4.1(g) provides that all contracts and documents binding Bryan Mills not entered into in the ordinary course of business and which have not been approved in the annual capital and operating budget or by specific resolution of the Board of Directors and involving amounts, expenditures or commitments, or a series of payments, expenditures or commitments to the same party, in excess of $10,000 shall require the signature of the President or Treasurer of Bryan Mills together with the President or Chief Financial Officer of Maxxcom. 5. Crispin Porter & Bogusky LLC ("CPB") Restrictions created by the Company Agreement wherein Section 4.1 provides that, except to the extent otherwise provided for in the Company Agreement, the powers of CPB shall be exercised by and under the authority of, and the business and affairs of CPB shall be managed under, the direction of the Managers of CPB. Notwithstanding the foregoing or any other provisions of the Company Agreement to the contrary, as long as Crispin & Porter Advertising, Inc. and CPB Acquisition Inc. own Membership Interests the taking of any of the following actions shall require the mutual agreement of Crispin & Porter Advertising, Inc. and CPB Acquisition Inc.: the entering into any business other than, or any transaction outside, the normal business activities of CPB and related activities; and the creation of or the modification of any borrowing or other encumbrance by CPB or of any of the terms of any of the following financial arrangements such as any security interest on any of CPB's assets (other than purchase money security interests involving capital expenditures or commitments which are not in excess of $50,000 per expenditure or commitment or aggregating more than $200,000 during any calendar year, except to the extent additional expenditures are provided for in CPB's approved capital expenditure budget), or any guarantee by CPB of the obligations of any Person. Such mutual agreement may be obtained by a vote at a meeting of the Members at which CPB Acquisition Inc. and Crispin & Porter Advertising, Inc. are present or by the unanimous written consent of CPB. 6. Crispin Porter & Bogusky L.A., LLC ("CPB LA") Restrictions created by the Company Agreement wherein Section 4.1 provides that, except to the extent otherwise provided for in the Company Agreement, the powers of CPB LA shall be exercised by and under the authority of, and the business and affairs of CPB LA shall be managed under, the direction of the Managers of CPB LA. Notwithstanding the foregoing or any other provisions of the Company Agreement to the contrary, as long as Crispin & Porter Advertising, Inc. and CPB Acquisition Inc. own Membership Interests the taking of any of the following actions shall require the mutual agreement of Crispin & Porter Advertising, Inc. and CPB Acquisition Inc.: the entering into any business other than, or any transaction outside, the normal business activities of CPB LA and related activities; and the creation of or the modification of any borrowing or other encumbrance by CPB LA or of any of the terms of any of the following financial arrangements such as any security interest on any of CPB LA's assets (other than purchase money security interests involving capital expenditures or commitments which are not in excess of $25,000 per expenditure or commitment or aggregating more than $50,000 during any calendar year, except to the extent additional expenditures are provided for in CPB LA's approved capital expenditure budget), or any guarantee by CPB LA of the obligations of any Person. Such mutual agreement may be obtained by a vote at a meeting of the Members at which CPB Acquisition Inc. and Crispin & Porter Advertising, Inc. are present or by the unanimous written consent of CPB LA. 7. Fletcher Martin Ewing LLC ("FME LLC") Restriction created by the Operating Agreement wherein Section 4.1 provides that, except to the extent otherwise provided for in the Operating Agreement, the powers of FME LLC shall be exercised by and under the authority of, and the business and affairs of FME LLC shall be managed under, the direction of the Managers of FME LLC. Notwithstanding the foregoing or any other provisions of the Operating Agreement to the contrary, as long as William Andrew Fletcher and/or Michael Ewing, on the one hand, and FMA Acquisition Co., on the other hand, own Membership Interests, the entering into any business other than, or any transaction outside, the normal business activities of FME LLC and related activities as well as any decisions regarding borrowing by FME LLC and/or the encumbering of the assets of FME LLC, shall require the mutual agreement of William Andrew Fletcher and Michael Ewing (or such of them that own Membership Interests) on the one hand, and FMA Acquisition Co. on the other hand, whether at a meeting of the members at which a quorum is present, or by the written consent thereof. 8. Integrated Healthcare Communications, Inc. ("IHC") Restrictions created by the Shareholders' Agreement wherein section 4.11 provides that unless otherwise resolved by the Board of Directors of IHC, all contracts and documents binding IHC in respect of (i) matters not in the ordinary course of business; (ii) any disposition of assets of IHC with a fair market value in excess of $50,000; or (iii) an amount in excess of $25,000 or series of amounts over a six-month period in excess of $50,000 being paid to a person non-arm's length with any of the shareholders of IHC shall require the signature of one of the Chief Financial Officer or Chief Executive Officer of Maxxcom together with the signature of any one of the individual Shareholders. Under section 5.5 of the Shareholders' Agreement, the Board of Directors of IHC shall determine whether borrowings are required by IHC, from whom such borrowings will be obtained and the terms and conditions of such borrowing. 9. Interfocus Group Limited ("Interfocus") Restriction created by the Shareholders' and Option Agreement among Sevco 1156 Limited, Matthew Hooper and Maxxcom Inc., wherein Part II(3) of Schedule 4 provides that none of the following matters shall be undertaken without the prior written consent of Maxxcom: (i) the entry by Interfocus or any subsidiary of any new mortgage, loan or borrowing facility or the variation of the terms of any such fmancing; (ii) the giving of any guarantee (other than in relation to the supply of goods or services in the normal course of trading) or the creation or issue of any debenture, mortgage, charge or other security (other than liens arising in the course of trading). 10. Margeotes/Fertitta + Partners LLC ("MF+P LLC") Restriction created by the Company Agreement wherein Section 4.1 provides that, except to the extent otherwise provided for in the Company Agreement, the powers of MF+P LLC shall be exercised by and under the authority of, and the business and affairs of MF+P LLC shall be managed under, the direction of the Managers of MF+P LLC. Notwithstanding the foregoing or any other provisions of the Company Agreement to the contrary, so long as both Margeotes/Fertitta + Partners Inc. and MF+P Acquisition Co. own Membership Interests, the entering into any business other than, or any transaction outside, the normal business activities of MF+P LLC and related activities as well as any decisions regarding borrowing by MF+P LLC and/or the encumbering of the assets of MF+P LLC, shall require the unanimous vote of all of the holders of Membership Interests, whether at a meeting of the Members at which a quorum is present, or by written consent. 11. Northstar Research Partners Inc. ("Northstar") Restrictions created by Schedule A to pre-incorporation agreement (the "Pre-Incorporation Agreement") dated July 2, 1998, as amended, among MDC Communications Corporation (whose interest was subsequently assigned to Maxxcom Inc. as of March 1, 2000), Stephen Tile, Jeffrey Histed, Douglas Davey and Northstar wherein Section 4.12 provides that no decisions of the Board of Directors or the Shareholders of Northstar with respect to the following matters shall be made without the consent of a majority of the Shareholders other than Maxxcom: (i) the establishment of any loan facilities; (ii) a loan to, or the guarantee of obligations of, a third party; and (iii) the encumbrance of any of the assets of Northstar except in the ordinary course of business. 12. Source Marketing LLC ("Source LLC") Restriction created by the Operating Agreement wherein Section 4.1(a) provides that, except to the extent otherwise provided in the Operating Agreement, the powers of Source LLC shall be exercised by and under the authority of, and the business and affairs of Source LLC shall be managed under the direction of the Managers of Source LLC. Notwithstanding the foregoing or any other provisions of the Operating Agreement to the contrary, as long as both Source Marketing, Inc. (now Spruce Lake Inc.) and SMI Acquisition Co. own Membership Interests, the entering into any business other than, or any transaction outside, the normal business activities of Source LLC and related activities as well as any decisions regarding borrowing by Source LLC and/or the encumbering of the assets of Source LLC, shall require the unanimous vote of all of the holders of Membership Interests, whether at a meeting of the Members at which a quorum is present or by written consent. 13. 656712 Ontario Limited (Strategies International) Restriction created by the Shareholders' Agreement wherein section 4.11 provides that, unless otherwise resolved by the Board of Directors, all contracts and documents binding Strategies International in respect of: (i) matters not in the ordinary course of business; (ii) matters in the ordinary course of business and involving a series of amounts payable to the same party over a period of six months in excess of $100,000; or (iii) an amount in excess of $50,000 or a series of amounts over a six month period in excess of $100,000 being paid to a person who does not deal at arm's length with any of the shareholders of Strategies International shall require the signature of one of the Maxxcom appointees together with the signature of any one of the individual Shareholders of Strategies International (other than Maxxcom). 14. TargetCom LLC Restrictions created by the Company Agreement wherein Section 4.1 provides that, except to the extent otherwise provided for in the Company Agreement, the powers of TargetCom LLC shall be exercised by and under the authority of, and the business and affairs of TargetCom LLC shall be managed under, the direction of the Managers of TargetCom LLC. Notwithstanding the foregoing or any other provisions of the Company Agreement to the contrary, as long as TargetCom Inc. (now Comtar Inc.) and/or TC Acquisition Inc. owns Membership Interests, the entering into any business other than, or any transaction outside the normal business activities of TargetCom LLC and related activities, as well as any decisions regarding borrowing by TargetCom LLC and/or the encumbering of the assets of TargetCom LLC, shall require the mutual agreement of TargetCom Inc. (now Comtar Inc.) and TC Acquisition Inc. whether at a meeting of the Members at which a quorum is present, or by the written consent of the Members. 15. Veritas Communications Inc. ("Veritas") Restriction created by Shareholders' Agreement wherein section 4.10 provides that, unless otherwise resolved by the Board of Directors, all contracts and documents binding Veritas in respect of matters not in the ordinary course of business shall require the signature of one of the Maxxcom appointees together with the signature of Beverly Hammond. Under section 5.5 of the Shareholders' Agreement, the Board of Directors shall determine whether borrowings are required by Veritas, from whom such borrowings will be obtained and the terms and conditions of such borrowing.
SCHEDULE K LOANS AND FINANCIAL ASSISTANCE TO SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------- LOAN MADE BY: LOAN MADE TO: AMOUNT: -------------------------------------------------------------------------------------------------------------------- Maxxcom Inc. Mario Daigle Cdn $74,515.33 Mark McElwain Cdn $68,635.32 S. Tile Cdn $100,000.00 Terry Johnson Cdn $114,844.00 Richard Brott Cdn $18,449.00 Vito Laudadio Cdn $9,224.00 Josephine Battaglia Cdn $18,449.00 Tim Herbert Cdn $18,449.00 Doron Woticky Cdn $13,837.00 Yuri Kovar Cdn $13,837.00 Greg Berube Cdn $87,573.74 Beverly Hammond Cdn $93,685.44 Sheila Rivest Cdn $132,120.72 Maxxcom Inc. (US) Charles Howe US $89,420.17 Ralph Yaeger US $49,593.97 Annette Bertelsen US $4,966.57 Kim Fox US $17,523.99 Lisa Miller US $8,954.70
SCHEDULE L OUTSTANDING, PENDING OR THREATENED LITIGATION, ARBITRATION OR ADMINISTRATIVE PROCEEDINGS 1. Colle + McVoy re Mosaic Retail Solutions ---------------------------------------- On December 9, 2002 action has been brought against Colle + McVoy by Mosaic Retail Solutions, Inc., in Orange County Superior Court of California for an account stated and similar claims in the amount of $50,000. Colle + McVoy attempted, but failed to have the case transferred to Minnesota, but has indicated that the claimed amount of $50,000 is disputed and that it intends to vigorously defend the action. 2. Cormark MacPhee Communication Solutions (Canada) Inc. and MacPhee + Partners Inc. ------------------------------------------------------------------- MacPhee & Partners Inc. ("MacPhee") performed services for Cormark MacPhee Communication Solutions (Canada) Inc. ("Cormark") during the period 2000 and 2001. MacPhee insists that it is entitled to approximately $ 100,000 in payment for these services, based on a verbal agreement with Cormark's previous president. Cormark acknowledges certain charges for services from MacPhee of approximately $ 25,000. Although MacPhee has threatened legal action, Cormark has, to date, never received any correspondence from MacPhee with respect to this matter. 3. Source Marketing LLC -- Employment of Lisa Druker ------------------------------------------------- On May 2003, action was brought against Source Marketing LLC ("Source") by Lisa Druker ("Druker"), a former employee of Source, for amounts owed in connection with her employment agreement. In May 2002, Source terminated Druker for cause, pursuant to her employment agreement. Druker claims she was terminated without cause and is seeking approximately US $283,000 representing unpaid salary for the balance of the contract term. The parties have agreed to an arbitrator and are currently and each party is in the process of providing the arbitrator with the requested information. Source intends on defending their position as described above and believes that no monies will be payable as a result of the arbitration.
SCHEDULE M JURISDICTION OF INCORPORATION PROPERTY, PLACES OF BUSINESS/LOCATION OF REGISTERED OFFICE AND PLACES FROM WHICH ACCOUNTS RECEIVABLE ARE BILLED -------------------------------------------------------------------------------------------------------------------- RESTRICTED PARTY JURISDICTION OF PLACE(S) OF INCORORATION BUSINESS/LOCATION OF REGISTERED OFFICE -------------------------------------------------------------------------------------------------------------------- Maxxcom Inc. Ontario 45 Hazelton Avenue Toronto, Ontario Canada, M5R 2E3 1220777 Ontario Limited Ontario 45 Hazelton Avenue Toronto, Ontario Canada, M5R 2E3 656712 Ontario Limited Ontario 135 Berkeley Street Toronto, Ontario Accumark Promotions Group, Inc. Ontario 240 Duncan Mill Road Suite 101 & 105 North York, Ontario Canada, M3V 1O4 Ambrose Can Linton Carroll Inc. Ontario 939 Eglinton Avenue East Suite 203 Toronto, Ontario Canada, M4G 2L6 Bryan Mills Group Ltd. Ontario 1129 Leslie Street Toronto, Ontario Canada, M3C 2K5 Cormark Communications Inc. Ontario 45 Hazelton Avenue Toronto, Ontario Canada, M5R 2E3 Veritas Communications Inc. Ontario 161 Eglinton Avenue East Suite 704 Toronto, Ontario Integrated Healthcare Communications, Ontario 555 Richmond Street West Inc. Suite 918 Toronto, Ontario Canada, M5V 3B1 Northstar Research Partners Inc. Ontario Head Office 372 Bay Street Suite 1600 Toronto, Ontario 6 Times Square Suite 803 New York, NY 10036 Chrysler Building 7700 Irvine Centre Drive, Unit 260 Irvine, California USA 92618 Northstar Research Partners UK Limited 372 Bay Street Suite 1600 Toronto, Ontario Maxxcom Interactive Inc. Ontario 45 Hazelton Avenue Toronto, Ontario M5R 2E3 Campbell + Partners Communications Ltd. Ontario 45 Hazelton Avenue Toronto, Ontario M5R 2E3 Allard Johnson Communications Inc. Ontario Head Office 10 Lower Spadina Avenue Suite 201B & 400 Toronto, Ontario M5V 2Z2 10 Albert Street, Suite 1109 Ottawa, Ontario K1P 5G4 555 Rene-Levesque Boulevard West 16th & 17th Floor Montreal, Quebec 1385544 Ontario Limited Ontario 45 Hazelton Avenue Toronto, Ontario M5R 2E3 2026646 Ontario Limited Ontario 45 Hazelton Avenue Toronto, Ontario M5R 2E3 Maxxcom Inc. (US) Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Colle & McVoy, Inc. Minnesota 8500 Normandale Lake Blvd. Bloomington, Minnesota 55422 MF + P Acquisition Co. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Margeotes/Fertitta + Partners LLC Delaware 411 Lafayette Street New York, New York SMI Acquisition Co. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Source Marketing LLC New York 15 Ketchum Street Westport, Connecticut USA 06880 Accent Acquisition Co. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Accent Marketing Services, L.L.C. Delaware Head Office 325 W. Main Street Suite 1400 Louisville, Kentucky 40202 Customer Contact Center 645 Park East Boulevard Suite 7 New Albany, Indiana 47150 Customer Contact Center 8412 N.W. 107th Terrace Kansas City, Missouri 64153 Customer Communications Center 5300 Recker Highway, Bldg. #2 Winter Haven, Florida 33880 Customer Contact Center 5923 North Gall Blvd. Zephyrhills, Florida 33542 Customer Contact Center 211 East Hwy 66, Tell City Indiana, USA 47586 Customer Contact Center 308 Ardice Avenue Lake County, Florida 32726 Sales Office 7606 West Sand Lake Road Orlando, Florida 32819 ASI Office 400 Missouri Avenue, Suite 107 Jeffersonville, Indiana 47130 FMA Acquisition Co. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Fletcher Martin Ewing LLC Delaware 303 Peachtree Center Avenue Suite 625 Atlanta, Georgia 30303 Maxxcom (Nova Scotia) Corp. Nova Scotia Registered Office 1600-5151 George Street Halifax, Nova Scotia B3J 1M5 Maxxcom (USA) Finance Company Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Maxxcom (USA) Holdings Inc. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 TC Acquisition Inc. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Targetcom LLC Delaware 444 North Michigan Avenue Chicago, Illinois 60611 One Market, Spear Tower, Suite 3600 San Francisco, CA USA 94105 Mackenzie Marketing, Inc. Delaware 505 N. Highway 169, Suite 350 Minneapolis, MN 55441 Chinnici Direct, Inc. Delaware 411 Lafayette St., 3rd Fl. New York, New York 10003 Interfocus Group Limited England & Wales Interfocus House Lancer Square London, England W8 4ES Bratskeir & Company, Inc. Delaware 400 Lafayette St., 5th Floor New York, New York 10003 CPB Acquisition Inc. Delaware Registered Office Corporation Service Company 2711 Centreville Rd., Suite 400 Wilmington, Delaware 19808 Crispin Porter & Bogusky LLC Delaware 3390 Mary Street, Suite 300 Coconut Grove, Florida USA 33133 Crispin Porter & Bogusky L.A. LLC Delaware 515 Boccaccio Avenue Venus, California USA 90291 Interfocus Technology Group Limited England & Wales Interfocus House Lancer Square London, England W8 4ES Interfocus Network Limited England & Wales Interfocus House Lancer Square London, England W8 4ES Interfocus Direct Limited England & Wales Interfocus House Lancer Square London, England W8 4ES Interfocus Technology Limited England & Wales Interfocus House Lancer Square London, England W8 4ES Oval (1873) Limited England & Wales 2 Temple Back East Temple Quay Bristol BS1 6EG Interfocus Technology USA, Inc. California c/o Good, Wildman, Hegness & Walley 5000 Campus Drive Newport Beach, California 92660 - 2181
SCHEDULE N CAPITAL STRUCTURE -------------------------------------------------------------------------------------------------------------------- RESTRICTED PARTY SHAREHOLDER NUMBER OF SHARES or OWNED or PERCENT INTEREST MEMBER -------------------------------------------------------------------------------------------------------------------- Maxxcom Inc. MDC Corporation Inc. 49,098,962 1220777 Ontario Limited Maxxcom Inc. 1 Common Share 2026646 Ontario Limited Maxxcom Inc. 1 Common Share 656712 Ontario Limited Maxxcom Inc. 765 Common Shares M. & A. Berube Holdings Ltd. 135 Common Shares Accumark Promotions Group Inc. Thomas Green 2,268 Class A Shares, 522 Class C Shares Patricia Green 607 Class A Shares, 1,643 Class C Shares David Sharpe 5,040 Class A Shares David Peres 647 Class A Shares, 4,393 Class C Shares David Hanson 5,040 Class C Shares Maxxcom Inc. 560 Class A Shares, 200 Class B Shares, 1,680 Class C Shares Ambrose Carr Linton Carroll Inc. Maxxcom Inc. 100,000 Common Shares Bryan Mills Group Ltd. Nancy Ladenheim 1,800 Class B Voting Shares Jeff Martin 950 Class B Voting Shares Peter Wootton 450 Class B Voting Shares Maxxcom Inc. 6,800 Class B Voting Shares Campbell + Partners Communications Ltd. Cormark Communications Inc. 50 Preference Shares Maxxcom Inc. 1,000 Common Shares Cormark Communications Inc. Maxxcom Inc. 10,000 Common Shares Allard Johnson Communications Inc. Mario Daigle 492,363 Class A Common Shares Richard Brott 539,008 Class A Common Shares Yuri Kovar 295,414 Class A Common Shares Doron Woticky 328,081 Class A Common Shares Vito Laudadio 233,260 Class A Common Shares Tim Herbert 500,014 Class A Common Shares Mark McElwain 64,325 Class A Common Shares Josephine Battaglia 470,583 Class A Common Shares Terry Johnson 2,233,578 Class A Common Shares Campbell & Partners Communications 9,611,200 Class A Common Shares Ltd. 1385544 Ontario Limited 2,180,104 Class A Common Shares 2026646 Ontario Limited 339,743 Class A Common Shares Andre Blanchard 237,498 Class A Common Shares FinanciPre Banque Nationale in trust 251,840 Class A Common Shares for Robert Deslauriers Robert Deslauriers 400,201 Class A Common Shares Claude Lepine 303,000 Class A Common Shares Les Placements G4B inc. 772,281 Class A Common Shares Luc Paquette 127,615 Class A Common Shares Pertinence inc. 235,341 Class A Common Shares Courtage B escompte Banque Nationale 42,754 Class A Common Shares in trust for Serge Miousse Le FinanciPre Banque Nationale in 58,581 Class A Common Shares trust for Jacques Larose Maria Spensieri 240,691 Class A Common Shares Tericon Corporation 1,562,076 Class A Common Shares Christrina Woschitz 162,247 Class A Common Shares Jacques Larose 744 Class A Common Shares Serge Miousse 3,611 Class A Common Shares Barry Campbell 321,682 Class A Common Shares Connie MacEachern 86,219 Class A Common Shares Bill Coristine 50,000 Class A Common Shares Luc Perrault - RRSP 100,000 Class A Common Shares Christian Desrosiers 45,000 Class A Common Shares Pierre St. Amand 25,000 Class A Common Shares Steve Goldberg 25,000 Class A Common Shares Veritas Communications Inc. Tericon Corporation 282 Common Shares Beverly Hammond 130 Common Shares Maxxcom Inc. 588 Common Shares Integrated Healthcare Communications, Inc. Terry Johnson 20 Common Shares Sheila Rivest 10 Common Shares Maxxcom Inc. 70 Common Shares Northstar Research Partners Inc. Douglas Davey 250 Common Shares 3,125 Class B Shares Jeffrey Histed 250 Common Shares 3,125 Class B Shares Maxxcom Inc. 846 Common Shares 90,000 Class A Shares Stephen Tile 300 Common Shares 3,750 Class B Shares Shari Allison-Perkovic 42 Common Shares 500 Class B Shares Maxxcom Interactive Inc. Maxxcom Inc. 1 Common Share 1385544 Ontario Limited Maxxcom Inc. 1 Common Share 417,730 Preferred "A" Shares 417,730 Preferred "B" Shares 835,459 Preferred "C" Shares 127,296 Preferred "D" Shares 127,296 Preferred "E" Shares 254,593 Preferred "F" Shares Maxxcom Inc. (US) Maxxcom Inc. (Ontario) 85 Common Stock Maxxcom (Nova Scotia) Corp. 15 Common Stock MF + P Acquisition Co. Maxxcom (USA) Holdings Inc. 219 Common Stock SMI Acquisition Co. Maxxcom (USA) Holdings Inc. 350 Common Stock Colle & McVoy, Inc. Maxxcom (USA) Holdings, Inc. 267,710 Class A Shares 66,927 Class B Shares Accent Acquisition Co. Maxxcom (USA) Holdings Inc. 204 Common Stock FMA Acquisition Co. Maxxcom (USA) Holdings Inc. 320 Common Stock Maxxcom (Nova Scotia) Corp. Maxxcom Inc. 15,000 Common Shares Maxxcom (USA) Finance Company Maxxcom Inc. (US) 850 Common Stock Maxxcom (Nova Scotia) Corp. 150 Common Stock 300,000 Series A Redeemable Preferred Stock Maxxcom (USA) Holdings Inc. Maxxcom Inc. (US) 100 Common Stock Margeotes/Fertitta + Partners LLC MF + P Acquisition Co. 80% Margeotes/Fertitta Partners Inc. 20% Source Marketing LLC SMI Acquisition Co. 81.50% Spruce Lake Inc. 18.50% Accent Marketing Services, L.L.C. Accent Acquisition Co. 50.10% AMS Holdings Inc. 38.37% Tom Hanson 0.50% Lansdon Robbins 0.20% Kevin Callahan 0.03% Tim Clark 0.08% Wayne Schwertley 0.04% Bob Doligale 0.08% Gary Owens 4.30% Christopher Dauk 1.15% Kevin Foley 1.60% Linda Ruffenach 1.60% Jeff Probus 0.45% Francis Weber 0.50% Chris Dunn 0.50% Kevin Donoho 0.50% Fletcher Martin Ewing LLC FMA Acquisition Co. 70% William Andrew Fletcher 15% Michael Ewing 15% TC Acquisition Inc. Maxxcom (USA) Holdings Inc. 1 Common Stock TargetCom LLC TC Acquisition Inc. 80% Comtar Inc. 20% Mackenzie Marketing, Inc. Maxxcom (USA) Holdings Inc. 100 Common Stock Chinnici Direct, Inc. Maxxcom (USA) Holdings Inc. 1 Common Stock Interfocus Group Limited Matthew Hooper 34,600 "A" ordinary shares Maxxcom Inc 61,300 "B" ordinary shares 5,334,685 "C" ordinary shares Courtney John 625 "A" ordinary shares Stephen Hannan 990 "A" ordinary shares Melissa Smith 1,120 "A" ordinary shares Christopher Zandonati 7,452 "A" ordinary shares Stuart Leach 990 "A" ordinary shares Mark Rigby 450 "A" ordinary shares Bratskeir & Company, Inc. Maxxcom (USA) Holdings, Inc. 100 Common Stock CPB Acquisition Inc. Maxxcom (USA) Holdings Inc. 100 Common Stock Crispin Porter & Bogusky LLC CPB Acquisition Inc. 49.00% Crispin & Porter Advertising, Inc. 50.00% Charles Porter 0.36% Alex Bogusky 0.27% Jeff Hicks 0.27% Jeff Steinhour 0.10% Crispin Porter & Bogusky L.A., LLC CPB Acquisition Inc. 49.00% Crispin & Porter Advertising, Inc. 50.00% Charles Porter 0.36% Alex Bogusky 0.27% Jeff Hicks 0.27% Jeff Steinhour 0.10% Interfocus Technology Group Limited Interfocus Network Limited 14,250 ordinary shares 3,750 C class shares Interfocus Network Limited Oval (1873) Limited 25,000 Ordinary Shares Interfocus Direct Limited Interfocus Network Limited 142,856 Ordinary Shares Interfocus Technology Limited Interfocus Direct Limited 600,000 Ordinary Shares Interfocus Technology USA, Inc. Interfocus Technology Group Limited 40,000 Common Shares Oval (1873) Limited Maxxcom Inc. 1 Ordinary Share
SCHEDULE O PENSION PLANS PENSION PLANS I. Canadian Plans -------------- Nil II. Foreign Plans ------------- Interfocus Network Limited ("Interfocus") Interfocus does not maintain company-directed pension plans, but does contribute to several group/individual pension plans as follows: 1. Plan involving four (4) employees of Interfocus under the administration of Scottish Life Assurance Company. Under this plan, employees may direct contributions and the Interfocus contribution is equal to five percent (5%) of each employee's salary per annum. SCHEDULE P DEFERRED PURCHASE PRICE OBLIGATIONS
---------------------------------------------------------------------------------------------------------------------- Company Payable July 31, 2003 Payable after December 31, 2003 ---------------------------------------------------------------------------------------------------------------------- Part 1 - Non-contingent Deferred Purchase Price Obligations ---------------------------------------------------------------------------------------------------------------------- Maxxcom Inc. re: Allard C$446,315 plus interest C$446,315 plus interest Johnson(Les Placements G4b Inc.) ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- Part 2 - Contingent Deferred Purchase Price Obligations ---------------------------------------------------------------------------------------------------------------------- Bratskeir & Company, Inc. None. Fourth contingent payment ("FOCP"): {{25% * (2003 EBIT> $1,600,000 but $2,100,000)} + {40% * (2003 EBIT> $2,100,000)}}. ---------------------------------------------------------------------------------------------------------------------- 1220777 Ontario Limited None. Contingent promissory note, dated March 14, 1997, of $500,000 (plus interest since March 14, 1997) re: News Canada acquisition. Payable to News Group Limited within 30 days of the Finalized Assessment Date subject to deduction for tax assessments and costs.3 ---------------------------------------------------------------------------------------------------------------------- Source Marketing LLC First Interim Payment ("FIP") equal to Final Interim Payment ("FIP") equal to (re: The Marketing Department) equal to US$40,000 x AM.2 US$40,000 x AM.4 and Second Interim Payment ("SIP") equal to US$40,000 x AM.2 ---------------------------------------------------------------------------------------------------------------------- Crispin Porter & Bogusky LLC Third Contingent Payment ("TCP") equal to: None. {{{49%x(AM x (2000PBT+2001 PBT +2002PBT/3))} - (CP+FCP+SCP)} - RDP}.1 ----------------------------------------------------------------------------------------------------------------------
(Chart continued) ------------------------------------------------------------------ Company Payable after December 31, 2004 ------------------------------------------------------------------ Part 1 - Non-contingent Deferred Purchase Price Obligations ------------------------------------------------------------------ Maxxcom Inc. re: Allard None. Johnson(Les Placements G4b Inc.) ------------------------------------------------------------------ ------------------------------------------------------------------ Part 2 - Contingent Deferred Purchase Price Obligations ------------------------------------------------------------------ Bratskeir & Company, Inc. Fifth contingent payment ("FICP"): [[25% * (2004 EBIT> $1,600,000 but < $2,100,000)} + {40% * (2004 EBIT> $2,100,000)}}. ------------------------------------------------------------------- 1220777 Ontario Limited None. ------------------------------------------------------------------- Source Marketing LLC None. (re: The Marketing Department) ------------------------------------------------------------------- Crispin Porter & Bogusky LLC None. ------------------------------------------------------------------- Notes and definitions for Part 2 1 80% of the payments are payable in cash and the balance is payable in Maxxcom Inc. shares. 2 75% of the payments are payable in cash and the balance is payable in Maxxcom Inc. shares. 3 This payment date, if any, is likely sometime after March 14, 2004. Glossary of Terms: The following terms have the following meanings each as defined in the applicable purchase agreement: - "AM" means "Applicable Multiple". - "CP" means "Closing Payment". - "FCP" means "First Contingent Payment". - "SCP" means "Second Contingent Payment". - "PBT" means "Profit Before Tax". - "RDP" means "Residual Downpayment". - "EBIT" means "Earnings Before Interest and Taxes". - Mathematical symbols: * "-" means subtract or minus; * "+" means add or plus; * "*" means multiply or times; * "%" means percent. * "/" means divide by; and * "=" means equals or equal to. SCHEDULE R RESTRICTED PARTY PURCHASE AGREEMENTS 1. ACCENT MARKETING SERVICES, L.L.C. (a) Membership Interest Purchase Agreement by and among MDC Corporation Inc. ("MDC"), Maxxcom Inc. ("Maxxcom"), Accent Acquisition Co. (the "Purchaser"), AMS Holdings, Inc. (the "S-Corp"), Tom Hansen ("Hansen"), Lansdon Robbins ("Robbins"), Kevin Callahan ("Callahan"), Tim Clark ("Clark"), Wayne Schwertley ("Schwertley") and Bob Doligale ("Doligale") (together with Hansen, Robbins, Callahan, Clark and Schwertley, collectively referred to herein as the "Principals" and individually as a "Principal") dated as of October 31, 1999. (b) Membership Interest Purchase Agreement dated May 8, 2001 by and among Accent Marketing Services, L.L.C. ("Purchaser"), Pro-7 Inc. and Carl Brazley ("Brazley") whereby the Purchaser purchased 40% of the Membership Interest in Mo' Better Marketing LLC (the "Company"). 2. ACCUMARK PROMOTIONS GROUP INC. (a) Share Purchase Agreement by and between MDC Corporation (the "Purchaser"), G. Kightley Group Inc. ("Kightley"), Edworth Holdings Inc. ("Kightley Holdco"), Gordon Kightley ("Gordon Kightley"), David Sharpe ("Sharpe"), D. Sharpe Promotions (Canada) Ltd. ("Sharpe Promotions"), Thomas Green and Patricia Green (collectively "Green"), Green Group Marketing Ltd. ("Green Group"), D. Peres Group Inc. ("Peres Group"), Robert Beneteau ("Beneteau") and Beneteau & Associates Inc. ("Beneteau & Associates") dated as of November 24, 1993. (b) On April 17, 2000 Maxxcom acquired the shares of Gordon Kightley in Accumark Promotions Group via his termination as per Maxxcom's right under the Shareholders' Agreement. (c) Share Exchange Agreement by and between Tom Green ("T. Green") and Maxxcom Inc. dated March 23, 2000. (d) Share Exchange Agreement by and between Patricia Green ("P. Green") and Maxxcom Inc. dated March 23, 2000. (e) Share Exchange Agreement by and between David Peres ("Peres") and Maxxcom Inc. dated March 23, 2000. (f) Share Exchange Agreement by and between David Hanson ("Hanson") and Maxxcom Inc. dated March 23, 2000. (g) Share Exchange Agreement by and between David Sharpe ("Sharpe") and Maxxcom Inc. dated March 23, 2000. 3. ALLARD JOHNSON COMMUNICATIONS INC. (a) Share Purchase Agreement by and between MDC Corporation (the "Purchaser") and Richard P. Billinghurst ("Billinghurst") and Terry M. Johnson ("Johnson") (Billinghurst and Johnson collectively referred to as the "Vendors") dated July 31, 1992. (b) Release of Richard P. Billinghurst ("Billinghurst") to MDC Communications Corporation ("MDC") evidencing purchase of 499 Common Shares in the capital of LBJ Advertising Limited from Billinghurst by MDC dated February 28, 1997. Terms of this acquisition are set out in the Share Purchase Agreement dated July 31, 1992. (c) Direction of MDC Communications Corporation ("MDC") to Terry Johnson ("Johnson") evidencing the sale of 249 Common Shares in the capital of LBJ Advertising Limited by MDC to Johnson dated February 28, 1997. (d) Share Purchase Agreement by and between MDC Communications Corporation (the "Purchaser") and Anthony Battaglia ("Battaglia") and Doron Woticky ("Woticky") and Yuri Kovar ("Kovar") and Tim Hebert ("Hebert") and Vito Laudadio ("Laudadio") and Stephen Freeman ("Freeman") and Gerry Mandel ("Mandel") and Kathryn Mandel ("Kathryn Mandel") (Battaglia, Woticky, Kovar, Hebert, Laudadio, Freeman, Mandel and Kathryn Mandel collectively referred to as the "Vendors") dated June 6, 1997. (e) Share Purchase Agreement by and between MDC Communications Corporation (the "Vendor") and Terry Johnson ("Johnson") and Anthony Battaglia ("Battaglia") and Doron Woticky ("Woticky") and Yuri Kovar ("Kovar") and Tim Hebert ("Hebert") and Richard Brott ("Brott") and Vito Laudadio ("Laudadio") and Mario Daigle ("Daigle") (Johnson, Battaglia, Woticky, Kovar, Hebert, Brott, Laudadio, and Daigle collectively referred to as the "Purchasers") dated June 6, 1997. (f) Share Purchase Agreement by and between LBJoFRB Communications Inc. ("LBJoFRB") and MDC Corporation Inc. ("MDC") and Maxxcom Inc. ("Maxxcom") and 1385544 Ontario Limited ("Maxxcom Acquisition Co.") and Terry Johnson ("Johnson") and Tericon Corporation ("Johnson Holdco") and The Persons Listed on Schedules IA, 1B and 1C, being all of the shareholders of Allard & Associes Inc. immediately before the completion of the transactions contemplated by this agreement ("Allard Shareholders") and The Persons Listed on Schedule 2 being the principal shareholders of Allard & Associes Inc. immediately before the completion of the transactions contemplated by this agreement ("Principal Allard Shareholders") and The Persons Listed on Schedule 4 being all of the shareholders of LBJoFRB (other than Maxxcom and Johnson) immediately before the completion of the transactions contemplated by this agreement ("LBJoFRB Management") dated as of December 6, 1999. (g) Share Exchange Agreement by and between Mario Daigle ("Daigle") and Maxxcom Inc. dated March 23, 2000. (h) Share Exchange Agreement by and between Richard Brott ("Brott") and Maxxcom Inc. dated March 23, 2000. (i) Share Exchange Agreement by and between Yuri Kovar ("Kovar") and Maxxcom dated March 23, 2000. (j) Share Exchange Agreement by and between Vito Laudadio ("Laudadio") and Maxxcom Inc. dated March 23, 2000. (k) Share Exchange Agreement by and between Tim Herbert ("Herbert") and Maxxcom Inc. dated March 23, 2000. (l) Share Exchange Agreement by and between Josephine Battaglia ("Battaglia") and Maxxcom Inc. dated March 23, 2000. (m) Share Exchange Agreement by and between Terry Johnson ("Johnson") and Maxxcom Inc. dated March 23, 2000. (n) Share Purchase Agreement by and between Maxxcom Inc. (the "Purchaser") and Judith Obadia ("Vendor") dated as of April 21, 2000. (o) Share Purchase Agreement by and between Maxxcom Inc. (the "Purchaser") and Philippe Boisvert ("Vendor") dated as of April 21, 2000. (p) Share Purchase Agreement by and between Those Parties Listed on Schedule "A" Hereto (Maxxcom Inc., Tericon Inc., Terry Johnson, Les Placements G4B Inc., Robert DesLauriers, Mario Daigle, Pertinence Inc., Tim Hebert, Richard Brott, Yuri Kovar, Claude Lepine, Vito Laudadio, Christina Woschitz, Serge Miousse, Mark McElwain, Jauques Larose, Marcel Goulet, Odile Poliquin, 1385544 Ontario Limited and MDC Corporation) (collectively the "Purchaser") and Isabelle Mongeau ("Vendor") dated as of August 1, 2000. (q) Share Purchase Agreement by and between Allard Johnson Communications Inc. (the "Purchaser") and Maxxcom Inc. (the"Vendor") dated April21, 2000. (r) Share Pledge Agreement by and between Maxxcom Inc. (the"Holder") and Mark McElwain (the "Debtor") dated May 15, 2000. (s) Share Purchase Agreement by and among Maxxcom Inc., 2026646 Ontario Limited, and other shareholders as listed in the Agreement dated May 15, 2003. 4. AMBROSE CARR LINTON CARROLL INC. (a) Share Purchase Agreement by and between MDC Corporation (the "Purchaser") and Donald Ambrose ("Ambrose") and Gary Carr ("Carr") and Douglas Linton ("Linton") (Ambrose, Carr and Linton collectively referred to as the "Vendors") dated December 1, 1991. (b) Share Purchase Agreement by and between Donald Ambrose ("Ambrose") and Gary Carr ("Carr") and Elaine Carr ("Elaine") and Douglas Linton ("Linton") and Marilyn Linton ("Marilyn") (collectively the "Vendors") and MDC Corporation (the "Purchaser") dated January 31, 1995. (c) Share Purchase Agreement by and between Martin Kingston ("Kingston") and Naomi Kingston ("Naomi") and MDC Corporation (the "Purchaser") dated January 31, 1995. (d) Share Purchase Agreement by and between Donald Ambrose ("Ambrose") and Gary Carr ("Carr") and Elaine Carr ("Carr") (collectively the "Vendors") and MDC Communications Corporation (the "Purchaser") dated June 24, 1996. (e) Subscription Agreement from Esme Carroll to purchase an aggregate of 11,112 common shares in the capital of Ambrose Carr Linton Carroll Inc. dated as of October 23, 1996. (f) Share Purchase Agreement by and between MDC Communications Inc. (the "Vendor") and Esme Carroll (the "Purchaser") dated as of January 2, 1998. (g) Share Purchase Agreement by and between MDC Communications Inc. (the "Vendor") and Steve Conover (the "Purchaser") dated as of January 2, 1998. (h) Consent letter of Ambrose Carr Linton Carroll ("ACLC") (per Esme Carroll, Douglas Linton, Stephen So and Steve Conover) evidencing consent to the acquisition by Maxxcom Inc. of all of MDC Corporation Inc.'s common shares in the issued and outstanding capital of ACLC dated March 22, 2000. (i) Share Purchase Agreement by and between Maxxcom Inc. ("Maxxcom") and Douglas Linton ("Linton") and MDC Corporation Inc. ("MDC") dated as of March 24, 2000. (j) Share Purchase Agreement by and between Maxxcom (as Purchaser) and Esme Carroll (as Vendor) made as of the 1st day of April, 2001. (k) Share Purchase Agreement by and between Maxxcom (as Purchaser) and Steve Conover (as Vendor) made as of the 1st day of April, 2001. (l) Share Purchase Agreement by and between Maxxcom (Purchaser) and Stephen So (Vendor) made as of the 1st day of April, 2001. 5. BRATSKEIR & COMPANY, INC. Asset Purchase Agreement by and between BC Acquisition Corp. (the "Buyer"), Maxxcom Inc. ("Maxxcom"), Bratskier & Company, Inc. (the "Company"), Stanley Bratskier (the "Principal"), Robert Bratskier and Michael Rosen dated as of September 18, 2000, as amended on April 25, 2002. 6. BRYAN MILLS GROUP LTD. (a) Share Purchase Agreement by and between Bryan E. Mills ("Mills"), Peter Wooton, ("Wooton") Martyn George ("George") (Mills, Wooton and George hereinafter collectively referred to as the "Vendors") and MDC Production Services Limited (the "Purchaser") dated as of February 1, 1989. (b) Share Purchase Agreement by and between Bryan E. Mills and Nancy Ladenheim ("Ladenheim") and Alastair Taylor ("Taylor") (Ladenheim and Taylor collectively referred to as the "Purchasers") and MDC Corporation Inc. ("MDC") dated January 1, 1993. (c) Share Purchase Agreement by and between MDC Corporation (the "Purchaser") and Alastair Taylor (the "Vendor") dated March 31, 1999. (d) Share Purchase Agreement by and between MDC Corporation (the "Purchaser") and Nancy Ladenheim ("Vendor") dated March 31, 1999. (e) Share Purchase Agreement by and between MDC Corporation (the "Purchaser") and Jeff Martin ("Vendor") dated October 1, 1999. (f) Assumption Agreement Provided to Bryan Mills Group Ltd., Ladenheim, Martin and Wooton from Maxxcom Inc. and MDC Corporation dated March 23, 2000. (g) Share Exchange Agreement by and between Nancy Ladenheim ("Ladenheim") and Maxxcom Inc. dated March 23, 2000. (h) Share Exchange Agreement by and between Jeff Martin ("Martin") and Maxxcom Inc. dated March 23, 2000. (i) Share Exchange Agreement by and between Peter Wooton ("Wooton") and Maxxcom Inc. dated March 23, 2000. 7. COLLE & McVOY, INC. (a) Agreement and Plan of Merger by and between MDC Communications Corporation ("MDC"), CMI Acquisition Co. ("MergerSub"), and Colle & McVoy, Inc. (the "Company") dated as of March 24, 1999, as amended by Memorandum of Amendment to Agreement and Plan of Merger dated March 31, 1999 (collectively the "Merger Agreement"). (b) Share Purchase Agreement by and between Colle & McVoy, Inc. (the "Purchaser") and Sable Advertising Systems, Inc. ("Sable") and Taps Marketing Specialties, Inc. ("Taps") (Sable and Taps collectively referred to as the "Vendors") dated August 31, 1999. (c) Letter Amending Agreement by and between MDC Corporation Inc. and Colle & McVoy, Inc. amending the Merger Agreement so as to evidence how the activities of Fiola TMC Inc. will be reflected within the calculations of "PBT" dated March 23, 2000. (d) Letter Amending Agreement by and between MDC Corporation Inc. and Colle & McVoy, Inc. amending the Merger Agreement so as to evidence how the activities of Wernimont & Paullus Inc. will be reflected within the calculations of "PBT" dated April 28, 2000. (e) Share Exchange Agreement by and between Annette Bertelsen ("Bertelsen") and Maxxcom dated March 23, 2000. (f) Share Exchange Agreement by and between Mark Fagerwick ("Fagerwick") and Maxxcom dated March 23, 2000. (g) Share Exchange Agreement by and between Kimberlee Fox ("Fox") and Maxxcom dated March 23, 2000. (h) Share Exchange Agreement by and between Craig Gagnon ("Gagnon") and Maxxcom dated March 23, 2000. (i) Share Exchange Agreement by and between Charles Howe ("Howe") and Maxxcom dated March 23, 2000. (j) Share Exchange Agreement by and between Bernard McKenna ("McKenna") and Maxxcom dated March 23, 2000. (k) Share Exchange Agreement by and between Siobhan O'Brien Olson ("Olson") and Maxxcom dated March 23, 2000. (l) Share Exchange Agreement by and between Jeff Shawd ("Shawd") and Maxxcom dated March 23, 2000. (m) Share Exchange Agreement by and between J. Ralph Yeager ("Yeager") and Maxxcom dated March 23, 2000. (n) Share Exchange Agreement by and between Jon Anderson ("Anderson") and Maxxcom dated March 23, 2000. (o) Share Exchange Agreement by and between Steve Akerson ("Akerson") and Maxxcom dated March 23, 2000. (p) Share Exchange Agreement by and between Jim Bergeson ("Bergeson") and Maxxcom dated March 23, 2000. (q) Share Exchange Agreement by and between Steve Cuddy ("Cuddy") and Maxxcom dated March 23, 2000. (r) Share Exchange Agreement by and between James Heinz ("Heinz") and Maxxcom dated March 23, 2000. (s) Share Exchange Agreement by and between Robert Hettlinger ("Hettlinger") and Maxxcom dated March 23, 2000. (t) Share Exchange Agreement by and between Merry Johnson ("M. Johnson") and Maxxcom dated March 23, 2000. (u) Share Exchange Agreement by and between Janet McGrath ("McGrath") and Maxxcom dated March 23, 2000. (v) Share Exchange Agreement by and between Philip Johnson ("Johnson") and Maxxcom dated March 23, 2000. (w) Stock Purchase Agreement dated March 23, 2000 by and between Colle & McVoy, Inc. and Henry Fiola. (x) Asset Purchase Agreement dated April 28, 2000 by and among Wernimont & Paullus Inc. and a wholly owned subsidiary of Colle & McVoy, Inc., Wernimont & Paullus, Gregroy Paullus, and William Wernmont. (y) Asset Purchase Agreement made and entered into as of 1 September, 2000 by and among Colle & McVoy, Inc. December 17, 2000, The Sandcastle Group, Inc., John M. Nielson and G. Scott Moncrieff. (z) Acquisition by Maxxcom Inc. (Delaware) as of April 1, 2001 of 4,318 shares of Class B common stock of Colle & McVoy, Inc. (formerly held by Jim Bergeson and Jeff Shawd) pursuant to the provisions of the Colle & McVoy, Inc. Shareholders' Agreement. (aa) Acquisition by Maxxcom Inc. (Delaware) as of July 1, 2001 of 3,940 shares of Class B common stock of Colle & McVoy, Inc. (formerly held by Mark Fagerwick, Bernard McKenna and James Heinz) pursuant to the provisions of the Colle & McVoy, Inc. Shareholders' Agreement. (bb) Acquisition by Maxxcom Inc. (Delaware) as of December 1, 2001 of 7,682 shares of Class B common stock of Colle & McVoy, Inc. (formerly held by Steve Akerson, Jon Anderson, Steven Cuddy, Robert Hettlinger and Merry Johnson) pursuant to the provisions of the Colle & McVoy, Inc. Shareholders' Agreement (cc) Acquisition by Maxxcom Inc. (Delaware) as of January 1, 2003 of 20,273 shares of Class B Common stock of Colle + McVoy Inc. (formerly held by Annette Bertelson, Kimberlee Fox, Charles Howe, John Jarvis, Philip Johnson, Janet McGrath, Lisa Miller and Ralph Yeager) pursuant to the provisions of the Colle + McVoy, Inc. Shareholders' Agreement. 8. CRISPIN PORTER & BOGUSKY LLC Membership Interest Purchase Agreement by and among CPB Acquisition Inc., a Delaware corporation (the "Purchaser"), Maxxcom Inc., an Ontario Corporation, Crispin & Porter Advertising, Inc. d/b/a/ Crispin Porter & Bogusky, a Florida corporation, Charles Porter, Alex Bogusky, Jeff Hicks and Jeff Steinhour dated January 8, 2001, as amended in a Settlement Agreement dated June 25, 2003. 9. CORMARK COMMUNICATIONS INC. (formerly Cormark McPhee Communication Solutions (Canada) Inc.) (a) Share purchase Agreement by and between MDC Corporation (the"Purchaser"), Adtec Investments Inc. ("Adtec"), Adriene A. Jonckheere ("AAJ"), 829953 Ontario Ltd. ("829953"), Sandward Inc. ("Sandward"), Kingsley Snelgrove ("Snelgrove"), Hans C. Jonckheere ("Jonckheere"), Robert W. Borrowman ("Borrowman") and Edward Hovanec ("Hovanec") dated December 31, 1993. (b) Share Purchase Agreement by and between Cormark Communications Inc. (the "Purchaser") and Barry Campbell ("Campbell") and Connie MacEachern ("MacEachern") and Marc Whitehead ("Whitehead") (Campbell, MacEachern, and Whitehead collectively referred to as the "Vendors") dated December 31, 1998. (c) Share Exchange Agreement by and between Kingsley Snelgrove ("Snelgrove") and Maxxcom dated March 23, 2000. (d) Share Exchange Agreement by and between Edward Hovanec ("Hovanec") and Maxxcom dated March 23, 2000. (e) Share Exchange Agreement by and between Douglas Ditchfield ("Ditchfield") and Maxxcom dated March 23, 2000. (f) Share Exchange Agreement by and between Grant Beamish ("Beamish") and Maxxcom dated March 23, 2000. (g) Share Exchange Agreement by and between Janet Porchak ("Porchak") and Maxxcom dated March 23, 2000. (h) Share Exchange Agreement by and between David Kington ("Kington") and Maxxcom dated March 23, 2000. (i) Purchase and Sale Agreement by and between Maxxcom Inc. (the "Purchaser") and David Kington (the "Vendor") dated September 20, 2000. (j) Purchase and Sale Agreement by and between Maxxcom Inc. (the "Purchaser") and Edward Hovanec (the "Vendor") dated August 17, 2000. (k) Purchase and Sale Agreement by and between Maxxcom Inc. (the "Purchaser") and Grant Beamish (the "Vendor") dated August 18, 2000. (l) Purchase and Sale Agreement by and between Maxxcom Inc. (the "Purchaser") and Kingsley Snelgrove (the "Vendor") dated October 11, 2001. (m) Purchase and Sale Agreement by and between Maxxcom Inc. (the "Purchaser") and Janet Porchak (the "Vendor") dated October 11, 2001. 10. FLETCHER MARTIN EWING LLC (a) Membership Interest Purchase Agreement by and between Fletcher Martin Associates, Inc. (now known as FMA Holdings, Inc.) ("S-Corp"), William Andrew Fletcher ("Fletcher"), Michael Ewing ("Ewing"), MDC Corporation Inc. ("MDC"), Maxxcom Inc. ("Maxxcom") and FMA Acquisition Co. (the "Purchaser") dated as of November 30, 1999, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated November 29, 2000. (b) Asset Purchase Agreement dated June 15, 2001 by and among Maxxcom Inc. ("Maxxcom"), Fletcher Martin Ewing LLC ("Purchaser"), McCool Communications, Inc. ("Company"), Campbell McCool ("McCool"), Joey Wofford ("Wofford"), Randy Guyton ("Guyton") and James Price ("Price") together with McCool, Wofford and Guyton collectively the "Shareholders" and individually a "Shareholder". (c) Letter Amending Agreement dated June 5, 2001 by and between Maxxcom Inc., MDC Corporation Inc., FMA Acquisition Co., Fletcher Martin Ewing LLC, FMA Holdings, Inc., Andrew Fletcher and Michael Ewing amending the Purchase Agreement so as to evidence how the activities of McCool Communications will be reflected within the calculations of "PBT". 11. INTEGRATED HEALTHCARE COMMUNICATIONS, INC. (a) Share Purchase Agreement by and between MDC Communications Corporation (hereinafter referred to as "MDC") and Terry Johnson (hereinafter referred to as "Johnson") and Louise Huneault (hereinafter referred to as "Huneault") and Laura Profiti (hereinafter referred to as "Profiti") dated as of January 6, 1998. (b) Share Exchange Agreement by and between Terry Johnson ("Johnson") and Maxxcom dated March 23, 2000. (c) Agreement of Settlement and Release between Integrated Healthcare Communications Inc. and Louise Huneault dated as of July 7, 2001. 12. INTERFOCUS GROUP LIMITED (a) Subscription and Purchase Agreement by and between Sevco 1156 Limited (the "Company"), Maxxcom Inc. ("Maxxcom") and Mathew Hooper (the "Covenantor") dated as of September 5, 2000. (b) Agreement regarding the full repayment of the outstanding loan owing by Interfocus Group Limited to Maxxcom in the amount of GBP 5,334,685 in exchange for 5,334,685 C ordinary shares of GBP 1 each credited as fully paid dated November 15, 2000. (c) Share Purchase Agreement dated July 25, 2001 by and among the Persons ("Sellers") named in Schedule 1 to the agreement and Interfocus Group Limited ("Purchaser") whereby the Purchaser acquired 14,250 ordinary shares of Grange Advertising Limited. (d) Share Purchase Agreement dated February 25, 2003 by and between Interfocus Group Limited ("Purchaser") and Christopher Zandonati whereby the Purchaser acquired 3,750 ordinary shares of Interfocus Technology Group Limited (formerly Grange Advertising Limited). 13. MACKENZIE MARKETING, INC. Asset Purchase Agreement by and between Maxxcom Inc. ("Maxxcom"), Mackenzie Acquisition Inc. (the "Purchaser"), Mackenzie Marketing, Inc. (the"Company"), Andrew Mackenzie ("A. Mackenzie") and Julie Mackenzie ("J. Mackenzie" together with A. Mackenzie, the "Shareholders" and individually a "Shareholder") dated as of July 31, 2000. 14. MARGEOTES/FERTITTA + PARTNERS LLC Membership Interest Purchase Agreement by and between Margeotes/Fertitta + Partners Inc. (the "Seller"), and MF&P Acquisition Co. (the "Purchaser") dated as of April 1, 1998, as amended by (i) two letter agreements, each dated July 31, 1998, between the Purchaser and the Seller, (ii) Amendment No. 1 to Membership Interest Purchase Agreement dated March 28, 2000, (iii) Amendment No. 2 to Membership Interest Purchase Agreement dated November 29, 2000, and (iv) Letter Agreement by and among George Fertitta, Margeotes/Fertitta + Partners, LLC, and Maxxcom Inc. regarding the acquisition of Bratskeir & Company, Inc., dated September 22, 2000. 15. CHINNICI DIRECT, INC. Membership Interest Purchase Agreement by and between CDI Acquisition Co. (the "Purchaser"), Chinnici Direct Inc. ("S-Corp"), Maxxcom Inc. ("Maxxcom") and Michael J. Chinnici ("Chinnici" or the "Principal") dated as of August 17, 2000. Modification Agreement dated July 31, 2002 by and among CDI Acquisition Co., Gruppo Chinnici Inc., Michael Chinnici, Margeotes Fertitta + Partners, LLC and Chinnici Direct, LLC. 16. SOURCE MARKETING LLC (a) Membership Interest Purchase Agreement by and between Source Marketing, Inc. (now known as Spruce Lake Inc.) (the "Seller") and SMI Acquisition Co. (the "Purchaser") dated as of October 15, 1998, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated January 1, 2000, and Amendment No. 2 to Membership Interest Purchase Agreement dated November 29, 2000. (b) Asset Purchase Agreement by and among Source Marketing LLC ("Purchaser"), The Marketing Department, LLC ("Company") and Lisa Druker ("Member") dated March 7, 2001. 17. TARGETCOM LLC Membership Interest Purchase Agreement by and between TargetCom Inc. (now Comtar Inc.) (the "S-Corp"), Jay Miller ("Miller"), Jay Miller as trustee under the Jay Miller Declaration of Trust Agreement dated December 30, 1993 (the "Trust"), Nora Ligurotis ("Ligurotis"), Maxxcom Inc. ("Maxxcom") and TC Acquisition Inc. (the "Purchaser") dated as of June 30, 2000, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated November 29, 2000. 18. VERITAS COMMUNICATIONS INC. (a) Share Purchase Agreement by and between Terry M. Johnson (the "Vendor") and Sheila Gies (the "Purchaser") dated as of January 1, 1996. (b) Share Purchase Agreement by and between Terry M. Johnson (the "Vendor") and Jennifer Spencer (the "Purchaser") dated as of January 1, 1996. (c) Share Purchase Agreement by and between Terry M. Johnson (the "Vendor") and David McLaughlin (the "Purchaser") dated as of January 1, 1996. (d) Share Purchase Agreement by and between Maxxcom Inc. (the "Purchaser") and David McLaughlin (the "Vendor") dated as of November 1, 1999. (e) Share Exchange Agreement by and between Terry Johnson ("Johnson") and Maxxcom dated March 23, 2000. (f) Share Exchange Agreement by and between Sheila Gies ("Gies") and Maxxcom dated March 23, 2000. (g) Share Exchange Agreement by and between Jennifer Spencer ("Spencer") and Maxxcom dated March 23, 2000. (h) Share Purchase Agreement dated as of February 14, 2001 between Maxxcom (the "Purchaser") and Sheila Gies (the "Vendor"). (i) Share Purchase Agreement between Maxxcom Inc. (the "Vendor") and Beverley Hammond (the "Purchaser") dated September 25, 2001. 19. 656712 ONTARIO LIMITED (O/A STRATEGIES INTERNATIONAL) (a) Share Purchase Agreement by and between MDC Corporation (the "Purchaser"), Fraser McCarthy ("McCarthy"), Michael Bricker ("Bricker") and Keith Clarridge ("Clarridge") ( Each of McCarthy, Bricker, and Clarridge being hereinafter collectively referred to as the "Vendors") dated as of January 1, 1992. (b) Release of Keith Clarridge ("Clarridge") to 656712 Ontario Limited, C.O.B. Strategies International ("Strategies") evidencing purchase of 225 shares in the capital of Strategies from Clarridge by MDC Communications Corporation in trust for other Minority Shareholders of Strategies dated December 18, 1996. Terms of this acquisition are set out in the Share Purchase Agreement dated January 1, 1992. (c) Share Purchase Agreement made as of the 1st day of January, 2001 between Maxxcom Inc. (as Purchaser) and Fraser McCarthy (as Vendor). (d) Share Purchase Agreement made as of the 1st day of January, 2001 between M&A Berube Holdings Limited (as Purchaser) and Maxxcom Inc. (as Vendor) relating to the purchase of 135 common shares of 656712 Ontario Limited.